**Exhibit 3.4**

 

**AMENDED AND RESTATED BYLAWS**

 

**OF**

 

**POWER-ONE, INC.,**

**a Delaware corporation**

 

**May 3, 2005**

 

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**TABLE OF CONTENTS**

 
| ** **                   | ** **                                      | **Page**   |
|------------------------------|-------------------------------------------------|------------|
| ** **                   | ** **                                      | ** ** |
| **ARTICLE I**           | ** **                                      |
| **Offices**                  |                                            |
|                         |                                            |       |
| Section 1.1             | Registered Office                               | 1          |
| Section 1.2             | Principal Office                                | 1          |
| Section 1.3             | Other Offices                                   | 1          |
|                         |                                            |       |
| **ARTICLE II**          |                                            |
| **Meetings of Stockholders** |                                            |
|                         |                                            |       |
| Section 2.1             | Time and Place of Meetings                      | 1          |
| Section 2.2             | Annual Meetings                                 | 1          |
| Section 2.3             | Special Meetings                                | 1          |
| Section 2.4             | Stockholder Lists                               | 2          |
| Section 2.5             | Notice of Meetings                              | 2          |
| Section 2.6             | Quorum and Adjournment                          | 3          |
| Section 2.7             | Voting                                          | 3          |
| Section 2.8             | Proxies                                         | 4          |
| Section 2.9             | Inspectors of Election                          | 4          |
| Section 2.10            | Stockholder Proposals                           | 4          |
| Section 2.11            | Record Date for and Delivery of Written Consent | 5          |
| Section 2.12            | Inspectors of Written Consent                   | 6          |
| Section 2.13            | Effectiveness of Written Consent                | 6          |
| Section 2.14            | Notice of  Electronic Transmission              | 6          |
|                         |                                            |       |
| **ARTICLE III**         | ** **                                      |
| **Directors**                |                                            |
|                         |                                            |       |
| Section 3.1             | Powers                                          | 7          |
| Section 3.2             | Number, Election and Tenure                     | 7          |
| Section 3.3             | Meetings                                        | 7          |
| Section 3.4             | Annual Meeting                                  | 7          |
| Section 3.5             | Regular Meetings                                | 7          |
| Section 3.6             | Special Meetings                                | 7          |
| Section 3.7             | Quorum                                          | 8          |

 

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| Section 3.8                               | Fees and Compensation                | 8      |
|------------------------------------------------|--------------------------------------|--------|
| Section 3.9                               | Meetings by Telephonic Communication | 8      |
| Section 3.10                              | Committees                           | 8      |
| Section 3.11                              | Action Without Meetings              | 9      |
| Section 3.12                              | Removal                              | 9      |
| Section 3.13                              | Nominations                          | 9      |
|                                           |                                 |   |
| **ARTICLE IV**                            | ** **                           |
| **Officers**                                   |                                 |
|                                           |                                 |   |
| Section 4.1                               | Appointment and Salaries             | 10     |
| Section 4.2                               | Removal and Resignation              | 10     |
| Section 4.3                               | Chairman of the Board                | 10     |
| Section 4.4                               | President                            | 11     |
| Section 4.5                               | Vice President                       | 11     |
| Section 4.6                               | Secretary and Assistant Secretary    | 11     |
| Section 4.7                               | Treasurer                            | 11     |
| Section 4.8                               | Assistant Officers                   | 12     |
|                                           |                                 |   |
| **ARTICLE V**                             |                                 |
|                                           |                                 |   |
| Seal                                           |                                 | 12     |
|                                           |                                 |   |
| **ARTICLE VI**                            |                                 |
|                                           |                                 |   |
| Form of Stock Certificate                 | 12                                   |
|                                           |                                 |   |
| **ARTICLE VII**                           |                                 |
|                                           |                                 |   |
| Representation of Shares of Other Corporations | 13                                   |
|                                           |                                 |   |
| **ARTICLE VIII**                          |                                 |
|                                           |                                 |   |
| Transfers of Stock                             | 13                                   |
|                                           |                                 |   |
| **ARTICLE IX**                            |                                 |
|                                           |                                 |   |
| Lost, Stolen or Destroyed Certificates         | 13                                   |
|                                           |                                 |   |
| **ARTICLE X**                             |                                 |
|                                           |                                 |   |
| Record Date                                    | 13                                   |

 

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| **ARTICLE XI**               |                            |
|-----------------------------------|---------------------------------|
|                              |                            |   |
| Registered Stockholders           | 14                              |
|                              |                            |   |
| **ARTICLE XII**              |                            |
|                              |                            |   |
| Fiscal Year                       |                            | 14 |
|                              |                            |   |
| **ARTICLE XIII**             |                            |
|                              |                            |   |
| Amendments                        |                            | 14 |
|                              |                            |   |
| **ARTICLE XIV**              | ** **                      |
| **Dividends**                     |                            |
|                              |                            |   |
| Section 14.1                 | Declaration                     | 15 |
| Section 14.2                 | Set Aside Funds                 | 15 |
|                              |                            |   |
| **ARTICLE XV**               | ** **                      |
| **Indemnification and Insurance** |                            |
|                              |                            |   |
| Section 15.1                 | Right to Indemnification        | 15 |
| Section 15.2                 | Right of Claimant to Bring Suit | 16 |
| Section 15.3                 | Non-Exclusivity of Rights       | 16 |
| Section 15.4                 | Insurance                       | 16 |
| Section 15.5                 | Expenses as a Witness           | 16 |
| Section 15.6                 | Indemnity Agreements            | 16 |

 

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**AMENDED AND RESTATED BYLAWS**

**OF**

**POWER-ONE, INC.,**

**a Delaware corporation**

 

**July 22, 2002**

 

**ARTICLE I**

**Offices**

 

**Section 1.1****           ****Registered Office****.**The registered office of this Corporationshall be in the City of Wilmington, County of New Castle, Delaware and the nameof the resident agent in charge thereof is the agent named in the RestatedCertificate of Incorporation until changed by the Board of Directors (the “Board”).

 

**Section ****1.2****           ****Principal Office****.**The principal office for the transaction ofthe business of the Corporation shall be at such place as may beestablished by the Board. The Board is granted full power and authority tochange said principal office from one location to another.

 

**Section ****1.3**            **Other Offices****.**The Corporation may also have an officeor offices at such other places, either within or without the State ofDelaware, as the Board may from time to time designate or the business ofthe Corporation may require.

 

**ARTICLE ****II****Meetingsof Stockholders**

 

**Section 2.1****           ****Time and Place of Meetings****.**Meetings of stockholders shall be held at suchtime and place, within or without the State of Delaware, as shall be stated inthe notice of the meeting or in a duly executed waiver of notice thereof. TheBoard may, in its sole discretion, determine that the meeting shall not be heldat any place, but may instead be held solely by means of remotecommunication.

 

**Section ****2.2****           ****Annual Meetings****.**Annual meetings of the stockholders of theCorporation for the purpose of electing directors and for the transaction ofsuch other proper business as may come before such meetings may beheld at such time, date and place as the Board shall determine by resolution.

 

**Section ****2.3****           ****Special Meetings****.**Except as otherwise specifically provided inthe Corporation’s Restated Certificate of Incorporation, special meetings of thestockholders for any purpose or purposes may be called only by theChairman of the Board and shall be called by the Chairman of the Board at therequest in writing of a majority of the Board. Such request shall state thepurpose or purposes of the proposed meeting and the business transacted at anyspecial meeting shall be limited to the purpose or purposes stated in thenotice.

 

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**Section ****2.4****           ****Stockholder Lists****.**The officer who has charge of the stockledger of the Corporation shall prepare and make, or cause to be prepared ormade, at least ten days before every meeting of stockholders, a complete listof stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of shares registeredin the name of each stockholder. Such list shall be open to the examination ofany stockholder, for any purpose germane to the meeting, prior to and at themeeting in conformance with the requirements of §219 of the Delaware GeneralCorporation Law, or any successor law, as then in effect.

 

**Section 2.5****           ****Notice of Meetings****.**Notice of each meeting of stockholders,whether annual or special, stating the place, if any, date and hour of themeeting, the means of remote communications, if any, by which stockholders andproxy holders may be deemed to be present in person and vote at suchmeeting and, in the case of a special meeting, the purpose or purposes forwhich such meeting has been called, shall be given to each stockholder ofrecord entitled to vote at such meeting not less than ten nor more than sixtydays before the date of the meeting. Except as otherwise expressly required bylaw, notice of any adjourned meeting of the stockholders need not be given ifthe time and place, if any, thereof, and the means of remote communication, ifany, by which stockholders and proxy holders may be deemed to be presentin person and vote at such adjourned meeting are announced at the meeting atwhich the adjournment is taken.

 

Notice of any meeting ofstockholders shall be given either personally or by first-class mail,telegraphic, facsimile or other written communication, charges prepaid,addressed to the stockholder at the address of that stockholder appearing onthe books of the Corporation or given by the stockholder to the Corporation forthe purpose of notice. If no such address appears on the Corporation’s books oris given, notice shall be deemed to have been given if sent to that stockholderby first-class mail or telegraphic or other written communications to theCorporation’s principal executive office, or if published at least once in anewspaper of general circulation in the county where that office is located. Noticeshall be deemed to have been given at the time when delivered personally ordeposited in the mail or sent by telegram or other means of writtencommunication.

 

If any notice addressed to astockholder at the address of that stockholder appearing on the books of theCorporation or, if given, at the address given by that stockholder to the Corporationfor purpose of notice, is returned to the Corporation by the United StatesPostal Service marked to indicate that the United States Postal Service isunable to deliver the notice to the stockholder at that address, all futurenotices or reports shall be deemed to have been duly given without furthermailing if these shall be available to the stockholder on written demand of thestockholder at the principal executive office of the Corporation for a periodof one year from the date of the giving of the notice.

 

An affidavit of the mailingor other means of giving any notice of any meeting shall be executed by anysecretary, assistant secretary, or any transfer agent of the Corporation givingnotice, and shall be filed and maintained in the minute book of theCorporation.

 

Whenever any notice isrequired to be given under the provisions of applicable statutes, the RestatedCertificate of Incorporation or of these Amended and Restated Bylaws (the

 

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“Bylaws”), a waiver thereofin writing, signed by the person or persons entitled to said notice, whetherbefore or after the time stated therein, shall be deemed equivalent to suchnotice. Notice of any meeting of stockholders shall be deemed waived by any stockholderwho shall attend such meeting in person or by proxy, except a stockholder whoshall attend such meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. Any previously scheduled meeting ofthe stockholders may be postponed, and (unless the Restated Certificate ofIncorporation otherwise provides) any special meeting of the stockholders may becancelled, by resolution of the Board upon notice given prior to the datepreviously scheduled for such meeting of stockholders.

 

**Section 2.6****           ****Quorum and Adjournment****.**The holders of a majority of the stock issuedand outstanding and entitled to vote thereat, present in person or representedby proxy, shall constitute a quorum for holding all meetings of stockholders,except as otherwise provided by applicable law or by the Restated Certificateof Incorporation; provided, however, that the stockholders present at a dulycalled or held meeting at which a quorum is present may continue totransact business until adjournment notwithstanding the withdrawal of enoughstockholders to leave less than a quorum, if any action taken (other thanadjournment) is approved by at least a majority of the shares required toconstitute a quorum. In no event, shall a quorum consist of less than one-thirdof the shares entitled to vote at the meeting. If authorized by the Board inits sole discretion, stockholders and proxy holders not physically present at ameeting of stockholders may, by a means of electronic communication be deemedpresent in person and vote at a meeting of stockholders whether such meeting isto be held at a designated place or solely by means of remote communications. Whetheror not a quorum is present or represented at any meeting of stockholders, theChairman of the meeting or a majority of the shares so represented may adjournthe meeting from time to time, without notice other than announcing the time,place, if any, thereof, and the means of remote communications, if any, bywhich stockholders and proxy holders may be deemed to be present in personand vote at such adjourned meeting at the meeting at which the adjournment istaking place. At such adjourned meeting at which a quorum shall be present orrepresented, any business may be transacted which might have beentransacted at the meeting as originally noticed. If the adjournment is for morethan thirty days, or if after the adjournment a new record date is fixed forthe adjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting. The Chairman of themeeting may determine that a quorum is present based upon any reasonableevidence of the presence in person or by proxy of stockholders holding amajority of the outstanding votes, including without limitation, evidence fromany record of stockholders who have signed a register indicating their presenceat the meeting.

 

**Section 2.7****           ****Voting****.**In all matters (other than the election of directorswhich shall require a plurality, subject to any rights granted to any series ofPreferred Stock), when a quorum is present at any meeting, the vote of theholders of a majority of the capital stock having voting power present inperson or represented by proxy shall decide any question brought before suchmeeting, unless the question is one upon which by express provision ofapplicable law, the Restated Certificate of Incorporation, or these Bylaws, adifferent vote is required in which case such express provision shall governand control the decision of such question. Such vote may be viva voce orby written ballot; provided, however, that the Board may, in its discretion,require a written ballot for any vote, and further provided that all electionsfor directors must be by written

 

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ballot upon demand made by astockholder at any election and before the voting begins. A requirement for awritten ballot shall be satisfied by a ballot submitted by electronictransmission, provided that any such electronic transmission must either setforth or be submitted with information from which it can be determined that theelectronic transmission was authorized by the stockholder or proxy holder.

 

Unless otherwise provided in the RestatedCertificate of Incorporation, each stockholder shall at every meeting of thestockholders be entitled to one vote in person or by proxy for each share ofthe capital stock having voting power held by such stockholder.

 

**Section 2.8****           ****Proxies****.**Each stockholder entitled to vote at ameeting of stockholders may authorize in writing another person or personsto act for such holder by proxy, but no proxy shall be voted or acted uponafter three years from its date, unless the person executing the proxyspecifies therein the period of time for which it is to continue in force. Astockholder may authorize another person or persons to act for such holderas proxy by transmitting or authorizing the transmission of a telegram,cablegram, or other means of electronic transmission to the person or personwho will be the holder or holders of the proxy, provided that the telegram,cablegram, or electronic transmission is submitted with information from whichit can be determined that the telegram, cablegram, or electronic transmissionwas authorized by the stockholder. If it is determined that such the telegram,cablegram, or electronic transmission are valid, the person making thedetermination must specify the information establishing the proper authorizationof such proxies.

 

**Section ****2.9****           ****Inspectors of Election****.**The Board by resolution shall, in advance ofany meeting of stockholders, appoint one or more inspectors to act at themeeting and make a written report thereof. The Board or the Chairman of themeeting shall appoint one or more alternate inspectors to replace any inspectorwho fails to act. Each inspector, before undertaking his or her duties, shalltake and sign an oath faithfully to execute the duties of inspector with strictimpartiality and according to the best of his or her ability. The inspectorshall ascertain the number of shares outstanding and the voting power of each,determine the shares represented at the meeting and the validity of the proxiesand ballots, count all votes and ballots, determine and retain for a reasonableperiod a record of the disposition of any challenges made to any determinationby the inspectors and certify their determination of the number of sharesrepresented at the meeting and their count of all votes and ballots. Theinspector shall perform his or her duties and shall make alldeterminations in accordance with the Delaware General Corporation Lawincluding, without limitation, Section 231 of the Delaware GeneralCorporation Law.

 

The date and time of theopening and closing of the polls for each matter upon which the stockholderswill vote at a meeting shall be announced at the meeting. No ballot, proxies orvotes, nor revocations thereof or changes thereto, shall be accepted by theinspectors after the closing of the polls unless the Court of Chancery uponapplication by a stockholder shall determine otherwise.

 

**Section ****2.10****        ****Stockholder Proposals****.**At an annual meeting of the stockholders,only such business shall be conducted as shall have been properly broughtbefore the meeting. To be properly brought before an annual meeting, businessmust be specified in the

 

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notice of meeting (or anysupplement thereto) given by or at the direction of the Board, otherwiseproperly brought before the meeting by or at the direction of the Board, orotherwise properly brought before the meeting by a stockholder. In addition toany other applicable requirements, for business to be properly brought beforean annual meeting by a stockholder, the stockholder must have given timelynotice thereof in writing to the Secretary of the Corporation. To be timely, astockholder’s notice must be delivered to or mailed and received at theprincipal executive offices of the Corporation, not less than 90 days normore than 120 days prior to the meeting; provided, however, that in theevent that less than 100 days notice or prior public disclosure of thedate of the meeting is given or made to stockholders, notice by the stockholderto be timely must be so received not later than the close of business on the10th day following the day on which such notice of the date of the annualmeeting was mailed or such public disclosure was made. In no event shall thepublic announcement of an adjournment of an annual meeting commence a new timeperiod for the giving of a stockholder’s notice as described above. Astockholder’s notice to the Secretary shall set forth as to each matter thestockholder proposes to bring before the annual meeting (i) a briefdescription of the business desired to be brought before the annual meeting andthe reasons for conducting such business at the annual meeting, (ii) thename and record address of the stockholder proposing such business and thebeneficial holder, if any, on whose behalf the proposal is made, (iii) theclass and number of shares of capital stock of the Corporation which arebeneficially owned by the stockholder, (iv) any material interest of thestockholder and the beneficial holder, if any, in such business.

 

Notwithstanding anything inthe Bylaws to the contrary, no business shall be conducted at the annualmeeting except in accordance with the procedures set forth in this Section,provided, however, that nothing in this Section shall be deemed to precludediscussion by any stockholder of any business properly brought before theannual meeting in accordance with said procedure.

 

The Chairman of an annualmeeting shall, if the facts warrant, determine and declare to the meeting thatbusiness was not properly brought before the meeting in accordance with theprovisions of this Section, and if he or she should so determine, he or sheshall so declare to the meeting and any such business not properly broughtbefore the meeting shall not be transacted.

 

**Section ****2.11****        ****Record Date for and Delivery ofWritten Consent****.**In order that theCorporation may determine the stockholders entitled to consent tocorporate action in writing without a meeting (only where such action has beenpreviously approved by a majority of the Board), the Board may fix arecord date, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the Board, and which date shallnot be more than 15 days after the date upon which the resolution fixing therecord date is adopted by the Board. Any stockholder of record seeking to havethe stockholders authorize or take corporate action by written consent shall,by written notice to the Secretary, request the Board to fix a record date. TheBoard shall promptly, but in all events within 10 days after the date on whichsuch a request is received, adopt a resolution fixing the record date. If norecord date has been fixed by the Board within 10 days of the date on whichsuch a request is received, the record date for determining stockholdersentitled to consent to corporate action in writing without a

 

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meeting, shall be at theclose of business on the date on which the Board previously approved suchcorporate action. Any stockholder entitled to consent to corporate action inwriting without a meeting may deliver a signed written consent settingforth such corporate action to the Corporation at its registered office inDelaware or its principal place of business, or to any officer or agent of theCorporation having custody of the book in which the proceedings of stockholdermeetings are recorded. Delivery made to the Corporation’s registered officeshall be by hand or by certified or registered mail, return receipt requested.

 

**Section ****2.12****        ****Inspectors of Written Consent****.**In the event of the delivery, in the mannerprovided by Section 2.11, to the Corporation of the requisite writtenconsent or consents to take corporate action and/or any related revocation orrevocations, the Board may engage nationally recognized independentinspectors of elections for the purpose of promptly performing a ministerialreview of the validity of the consents and revocations. For the purpose ofpermitting the inspectors to perform such review, if such inspectors areengaged, no action by written consent without a meeting shall be effectiveuntil such date as the independent inspectors certify to the Corporation thatthe consents delivered to the Corporation in accordance with Section 2.11represent at least the minimum number of votes that would be necessary to takethe corporate action. Nothing contained in this paragraph shall in any way beconstrued to suggest or imply that the Board or any stockholder shall not beentitled to contest the validity of any consent or revocation thereof, whetherbefore or after such certification by the independent inspectors, or to takeany other action (including, without limitation, the commencement, prosecutionor defense of any litigation with respect thereto, and the seeking ofinjunctive relief in such litigation).

 

**Section ****2.13****        ****Effectiveness of Written Consent****.**Every written consent shall bear the date ofsignature of each stockholder who signs the consent and no written consentshall be effective to take the corporate action referred to therein unless,within 60 days of the earliest dated written consent received in accordancewith Section 2.11, a written consent or consents signed by a sufficientnumber of holders to take such action are delivered to the Corporation in themanner prescribed in Section 2.11.

 

**Section 2.14****        ****Notice by Electronic Transmission**. Without limiting the manner by which noticeotherwise may be given effectively to stockholders, any notice tostockholders given by the Corporation under these Bylaws or the RestatedCertificate of Incorporation shall be effective if given by a form ofelectronic transmission consented to by the stockholder to whom the notice isgiven. Any such consent shall be revocable by the stockholder by written noticeto the Corporation. Any such consent shall be deemed revoked if (1) theCorporation is unable to deliver two consecutive electronic transmissionnotices given by the corporation in accordance with such consent and (2) suchinability becomes known to the Secretary, Assistant Secretary, the transferagent, or other person responsible for giving notice; provided, however, theinadvertent failure to treat such inability as a revocation shall notinvalidate any meeting or other action.

 

For purposes of this Article IIof these Bylaws, notice by electronic transmission shall be deemed given: (1) ifby facsimile telecommunication, when directed to a number at which thestockholder has consented to receive notice; (2) if by electronic mail,when directed to an electronic mail address at which the stockholder hasconsented to receive notice; (3) if by a posting on an electronic networktogether with separate notice to the stockholder of such specific

 

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posting; and (4) if byany other form of electronic transmission, when directed to thestockholder.

 

**ARTICLE ****III****Directors**

 

**Section ****3.1****           ****Powers****.**The Board shall have the power to manage ordirect the management of the property, business and affairs of the Corporation,and except as expressly limited by law, to exercise all of its corporate powers.The Board may establish procedures and rules, or may authorize theChairman of any meeting of stockholders to establish procedures and rules, forthe fair and orderly conduct of any meeting including, without limitation,registration of the stockholders attending the meeting, adoption of an agenda,establishing the order of business at the meeting, recessing and adjourning themeeting for the purposes of tabulating any votes and receiving the resultsthereof, the timing of the opening and closing of the polls, and the physicallayout of the facilities for the meeting.

 

**Section ****3.2****           ****Number, Election and Tenure****.**The Board shall consist of one or moremembers, the number thereof to be determined from time to time by resolution ofthe Board. Until otherwise determined by such resolution, the Board shallconsist of 5 members. Directors need not be stockholders. Directors shall beelected at the annual meeting of stockholders and each director shall serveuntil such person’s successor is elected and qualified or until such person’sdeath, retirement, resignation or removal.

 

**Section ****3.3****           ****Meetings****.**The Board may hold meetings, bothregular and special, either within or outside the State of Delaware.

 

**Section ****3.4****           ****Annual Meeting****.**The Board shall meet as soon as practicableafter each annual election of directors.

 

**Section ****3.5****           ****Regular Meetings****.**Regular meetings of the Board shall be heldwithout call or notice at such time and place as shall from time to time bedetermined by resolution of the Board.

 

**Section ****3.6****           ****Special Meetings****.**Special meetings of the Board may becalled at any time, and for any purpose permitted by law, by the Chairman ofthe Board (or, if the Board does not appoint a Chairman of the Board, thePresident), or by the Secretary on the written request of any two members ofthe Board unless the Board consists of only one director in which case thespecial meeting shall be called on the written request of the sole director,which meetings shall be held at the time and place designated by the person orpersons calling the meeting. Notice of the time, place and purpose of any suchmeeting shall be given to the directors by the Secretary, or in case of theSecretary’s absence, refusal or inability to act, by any other officer. Anysuch notice may be given by mail, by telegraph, by telephone, by personalservice, or by any combination thereof as to different directors. If the noticeis by mail, then it shall be deposited in a United States Post Office at leastseventy-two hours before the time of the meeting; if by telegraph, by depositof the message with the telegraph company at least forty-eight

 

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hours before the time of themeeting; if by telephone or by personal service, communicated or delivered atleast forty-eight hours before the time of the meeting.

 

**Section ****3.7****           ****Quorum****.**At all meetings of the Board, a majority ofthe whole Board shall be necessary and sufficient to constitute a quorum forthe transaction of business, and the act of a majority of the directors presentat any meeting at which there is a quorum shall be the act of the Board, exceptas may be otherwise specifically provided by applicable law, by theRestated Certificate of Incorporation or by these Bylaws. Any meeting of theBoard may be adjourned to meet again at a stated day and hour. Even thougha quorum is not present, as required in this Section, a majority of thedirectors present at any meeting of the Board, either regular or special, may adjournfrom time to time until a quorum be had. Notice of any adjourned meeting neednot be given.

 

**Section ****3.8****           ****Fees and Compensation****.**Each director and each member of a committeeof the Board shall receive such fees and reimbursement of expenses incurred onbehalf of the Corporation or in attending meetings as the Board may fromtime to time determine. No such payment shall preclude any director fromserving the Corporation in any other capacity and receiving compensationtherefor.

 

**Section ****3.9****           ****Meetings by TelephonicCommunication****.**Members of the Board or anycommittee thereof may participate in a regular or special meeting of suchBoard or committee by means of conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can heareach other. Participation in a meeting pursuant to this Section shallconstitute presence in person at such meeting.

 

**Section ****3.10****        ****Committees****.**The Board may, by resolution passed by amajority of the whole Board, designate committees, each committee to consist ofone or more of the directors of the Corporation. The Board may designateone or more directors as alternate members of any committee, who may replaceany absent or disqualified member at any meeting of the committee. Upon theabsence or disqualification of a member of a committee, if the Board has notdesignated one or more alternates (or if such alternate(s) are then absent ordisqualified), the member or members thereof present at any meeting and notdisqualified from voting, whether or not such member or members constitute aquorum, may unanimously appoint another member of the Board to act at themeeting in the place of any such absent or disqualified member or alternate. Anysuch committee, to the extent provided in the resolution of the Board, shallhave and may exercise all the powers and authority of the Board in themanagement of the business and affairs of the Corporation, and may authorizethe seal of the Corporation to be affixed to all papers that may requireit; but no such committee shall have the power or authority in referenceto:  (a) amending the RestatedCertificate of Incorporation (except that a committee may, to the extentauthorized in the resolution or resolutions providing for the issuance ofshares of stock adopted by the Board as provided in Section 151(a) ofthe Delaware General Corporation Law fix the designations and any of thepreferences or rights of such shares relating to dividends, redemption,dissolution, any distribution of assets of the Corporation or the conversioninto, or the exchange of such shares for, shares of any other class orclasses or any other series of the same or any other class or classesof stock of the Corporation or fix the number of shares of any series ofstock or authorize the increase or decrease of the shares of any series); (b) adoptingan agreement of merger or consolidation under Section 251 or 252 of the

 

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Delaware General CorporationLaw; (c) recommending to the stockholders the sale, lease or exchange ofall or substantially all of the Corporation’s property and assets; (d) recommendingto the stockholders a dissolution of the Corporation or a revocation of adissolution; or (e) amending the Bylaws of the Corporation. Unless theresolution appointing such committee or the Restated Certificate ofIncorporation expressly so provides, no such committee shall have the power orauthority to declare a dividend or to authorize the issuance of stock or toadopt a certificate of ownership and merger pursuant to Section 253 of theDelaware General Corporation Law. Each committee shall have such name as may bedetermined from time to time by resolution adopted by the Board. Each committeeshall keep minutes of its meetings and report to the Board when required. TheBoard shall have the power at any time to fill vacancies in, to change themembership of, or to dissolve any committee.

 

**Section 3.11****        ****Action Without Meetings****.**Unless otherwise restricted by applicablelaw, the Restated Certificate of Incorporation, or by these Bylaws, any actionrequired or permitted to be taken at any meeting of the Board or of anycommittee thereof may be taken without a meeting if all members of theBoard or of such committee, as the case may be, consent thereto in writingor by electronic transmission, and the writing or writings or electronictransmission or transmissions are filed with the minutes of the proceedings ofthe Board or committee. Such filing shall be in paper form if the minutesare maintained in paper form and shall be in electronic form if theminutes are maintained in electronic form.

 

**Section ****3.12****        ****Removal****.**Any director or the entire board of directorsmay be removed with or without cause, by the holders of a majority of theshares then entitled to vote at an election of directors.

 

**Section ****3.13****        ****Nominations****.**Only persons who are nominated in accordancewith the following procedures shall be eligible for election as directors. Nominationsof persons for election to the Board may be made at a meeting ofstockholders by or at the direction of the Board, by any nominating committeeor person appointed by the Board, or by any stockholder of the Corporationentitled to vote for the election of directors at the meeting who complies withthe notice procedures set forth in this Section. Such nominations, other thanthose made by or at the direction of the Board, shall be made pursuant totimely notice in writing to the Secretary of the Corporation. To be timely, astockholder’s notice shall be delivered to or mailed and received at theprincipal executive offices of the Corporation not less than 90 days normore than 120 days prior to the meeting; provided, however, that in theevent that less than 100 days notice or prior public disclosure of thedate of the meeting is given or made to stockholders, notice by the stockholderto be timely must be so received not later than the close of business on the10th day following the day on which such notice of the date of the meeting wasmailed or such public disclosure was made. Such stockholder’s notice to theSecretary shall set forth (a) as to each person whom the stockholderproposes to nominate for election or reelection as a director, (i) thename, age, business address and residence address of the person, (ii) theprincipal occupation or employment of the person, (iii) the class andnumber of shares of capital stock of the Corporation which are beneficiallyowned by the person and (iv) any other information relating to the personthat is required to be disclosed in solicitations for proxies for election ofdirectors pursuant to Schedule 14A under the Securities Exchange Act of1934, as amended; and (b) as to the stockholder giving the notice (i) thename and record address of the stockholder and beneficial holder, if any, and (ii) theclass and number of shares of capital stock of the Corporation which

 

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are beneficially owned bythe stockholder. The Corporation may require any proposed nominee tofurnish such other information as may reasonably be required by theCorporation to determine the eligibility of such proposed nominee to serve asdirector of the Corporation. No person shall be eligible for election as adirector of the Corporation unless nominated in accordance with the proceduresset forth herein.

 

The Chairman of the meetingshall, if the facts warrant, determine and declare to the meeting that anomination was not made in accordance with the foregoing procedure, and if heshould so determine, he shall so declare to the meeting and the defectivenomination shall be disregarded.

 

**ARTICLE ****IV****Officers**

 

**Section ****4.1****           ****Appointment and Salaries****.**The officers of the Corporation shall beappointed by the Board and shall consist of Chairman of the Board, President,Secretary, and Chief Financial Officer and Treasurer (hereinafter the “Treasurer”).The Board or the Chairman of the Board may also appoint one or more VicePresidents and such other officers (including Assistant Secretaries andFinancial Officers) as the Board or the Chairman of the Board may deemnecessary or desirable. The officers shall hold their offices for such termsand shall exercise such powers and perform such duties as shall bedetermined from time to time by the Board. The Board shall fix the salaries ofall officers appointed by it. Unless prohibited by applicable law, the RestatedCertificate of Incorporation or these Bylaws, one person may be elected orappointed to serve in more than one official capacity. Any vacancy occurring inany office of the Corporation shall be filled by the Board or, in the case of avacating officer not appointed by the Board, by the Chairman of the Board.

 

**Section ****4.2****           ****Removal and Resignation****.**Any officer may be removed, either withor without cause, by the Board or, in the case of an officer not appointed bythe Board, by the Chairman of the Board. Any officer may resign at anytime by giving notice to the Board, the President or Secretary. Any suchresignation shall take effect at the date of receipt of such notice or at anylater time specified therein and, unless otherwise specified in such notice,the acceptance of the resignation shall not be necessary to make it effective.

 

**Section ****4.3****           ****Chairman of the Board****.**The Chairman of the Board shall be the chiefexecutive officer of the Corporation and shall, subject to the control of theBoard, have general supervision, direction and control of the business andaffairs of the Corporation. The Chairman of the Board shall preside at allmeetings of the stockholders and at all meetings of the Board. The Chairman ofthe Board shall be a member of all other committees, if any, and shall have thegeneral powers and duties of management usually vested in the chief executiveofficer of a corporation, and shall have such other powers and duties as may beprescribed by the Board or these Bylaws.

 

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**Section ****4.4****           ****President****.**The President shall be the chief operatingofficer of the Corporation with the powers of a general manager and shallexercise and perform such powers and duties with respect to theadministration of the business and affairs of the Corporation as may fromtime to time be assigned to the President by the Chairman of the Board or bythe Board, or as may be prescribed by these Bylaws. In the absence ordisability of the Chairman of the Board, or in the event and during the periodof a vacancy in that office, the President shall perform all the duties ofthe Chairman of the Board, and when so acting shall have all the powers of, andbe subject to all the restrictions upon, the Chairman of the Board of theCorporation.

 

**Section ****4.5****           ****Vice President****.**In the absence of the President, or in theevent of the President’s inability or refusal to act, the Vice President, ifany, (or if there be more than one Vice President, the Vice Presidents in theorder of their rank or, if of equal rank, then in the order designated by theBoard or the Chairman of the Board or, in the absence of any designation, thenin the order of their appointment) shall perform the duties of thePresident and when so acting, shall have all the powers of and be subject toall the restrictions upon the President. The rank of Vice Presidents indescending order shall be Executive Vice President, Senior Vice President andVice President. The Vice President shall perform such other duties andhave such other powers as the Board or the Chairman of the Board may fromtime to time prescribe.

 

**Section ****4.6****           ****Secretary and Assistant Secretary****.**The Secretary shall attend all meetings ofthe Board (unless the Board shall otherwise determine) and all meetings of thestockholders and record all the proceedings of the meetings of the Corporationand of the Board in a book to be kept for that purpose and shall perform likeduties for the committees when required. The Secretary shall give, or cause tobe given, notice of all meetings of stockholders and special meetings of theBoard. The Secretary shall have custody of the corporate seal of theCorporation and shall (as well as any Assistant Secretary) have authority toaffix the same to any instrument requiring it and to attest it. The Secretaryshall perform such other duties and have such other powers as the Board orthe Chairman of the Board may from time to time prescribe.

 

**Section ****4.7****           ****Treasurer****.**The Treasurer shall have custody of thecorporate funds and securities and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the Corporation and shalldeposit all monies and other valuable effects in the name and to the credit ofthe Corporation in such depositories as may be designated by the Board. TheTreasurer may disburse the funds of the Corporation as may be orderedby the Board or the Chairman of the Board, taking proper vouchers for suchdisbursements, and shall render to the Board at its regular meetings, or whenthe Board so requires, an account of transactions and of the financialcondition of the Corporation. The Treasurer shall perform such otherduties and have such other powers as the Board or the Chairman of the Board may fromtime to time prescribe.

 

If required by the Board,the Treasurer and Assistant Treasurer, if any, shall give the Corporation abond (which shall be renewed at such times as specified by the Board) in suchsum and with such surety or sureties as shall be satisfactory to the Board forthe faithful performance of the duties of such person’s office and for therestoration to the Corporation, in case of such person’s death, resignation,retirement or removal from office, of all books, papers, vouchers, money andother property of whatever kind in such person’s possession or under suchperson’s control belonging to the Corporation.

 

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**Section ****4.8****           ****Assistant Officers****.**An assistant officer shall, in the absence ofthe officer to whom such person is an assistant or in the event of such officer’sinability or refusal to act (or, if there be more than one such assistantofficer, the assistant officers in the order designated by the Board or theChairman of the Board or, in the absence of any designation, then in the orderof their appointment), perform the duties and exercise the powers of suchofficer. An assistant officer shall perform such other duties and havesuch other powers as the Board or the Chairman of the Board may from timeto time prescribe.

 

**ARTICLE ****V****Seal**

 

It shall not be necessary tothe validity of any instrument executed by any authorized officer or officersof the Corporation that the execution of such instrument be evidenced by thecorporate seal, and all documents, instruments, contracts and writings of allkinds signed on behalf of the Corporation by any authorized officer or officersshall be as effectual and binding on the Corporation without the corporateseal, as if the execution of the same had been evidenced by affixing thecorporate seal thereto. The Board may give general authority to anyofficer to affix the seal of the Corporation and to attest the affixing bysignature.

 

**ARTICLE ****VI****Form ofStock Certificate**

 

The shares of theCorporation shall be represented by certificates, provided that the Board may provideby resolution or resolutions that some or all of any class or series ofits stock shall be uncertificated shares. Any such resolution shall not applyto shares represented by a certificate until such certificate is surrendered tothe Corporation. Notwithstanding the adoption of such a resolution by theBoard, every holder of stock represented by certificates and, upon request,every holder of uncertificated shares shall be entitled to have a certificatesigned by, or in the name of, the Corporation by the Chairman of the Board, thePresident or a Vice President and by the Treasurer or an Assistant Treasurer orthe Secretary or an Assistant Secretary of the Corporation certifying thenumber of shares owned by him or her in the Corporation. Any or all of thesignatures on the certificate may be a facsimile. In case any officer,transfer agent, or registrar who has signed or whose facsimile signature hasbeen placed upon a certificate shall have ceased to be such officer, transferagent, or registrar before such certificate is issued, it may be issued bythe Corporation with the same effect as if he or she were such officer,transfer agent, or registrar at the date of the issue.

 

If the Corporation shall beauthorized to issue more than one class of stock or more than one series ofany class, the powers, designations, preferences and relative, participating,optional or other special rights of each class of stock or series thereofand the qualification, limitations or restrictions of such preferences and/orrights shall be set forth in full or summarized on the face or back of thecertificate that the Corporation shall issue to represent such class or series ofstock. Except as otherwise provided in Section 202 of the Delaware GeneralCorporation Law, in lieu of the foregoing requirements, there may be setforth on the face or back of the certificate a statement that the Corporationwill furnish without charge to each

 

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stockholder who so requeststhe powers, designations, preferences and relative, participating, optional orother special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights.

 

**ARTICLE ****VII****Representationof Shares of Other Corporations**

 

Any and all shares of anyother corporation or corporations standing in the name of the Corporation shallbe voted, and all rights incident thereto shall be represented and exercised onbehalf of the Corporation, as follows:  (i) asthe Board of the Corporation may determine from time to time, or (ii) inthe absence of such determination, by the Chairman of the Board, or (iii) ifthe Chairman of the Board shall not vote or otherwise act with respect to theshares, by the President. The foregoing authority may be exercised eitherby any such officer in person or by any other person authorized so to do byproxy or power of attorney duly executed by said officer.

 

**ARTICLE ****VIII****Transfersof Stock**

 

Upon surrender of acertificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, it shall be the duty of theCorporation to issue a new certificate to the person entitled thereto, cancelthe old certificate and record the transaction upon its books.

 

**ARTICLE ****IX****Lost,Stolen or Destroyed Certificates**

 

The Corporation may directa new certificate or certificates of stock or uncertificated shares to beissued in place of any certificate or certificates theretofore issued by theCorporation alleged to have been lost, stolen, or destroyed, upon the making ofan affidavit of the fact by the person claiming the certificate of stock to belost, stolen, or destroyed. When authorizing such issue of a new certificate orcertificates, the Corporation may, in its discretion and as a conditionprecedent to the issuance thereof, require the owner of such lost, stolen, ordestroyed certificate or certificates, or his or her legal representative, togive the Corporation a bond in such sum as it may direct as indemnityagainst any claim that may be made against the Corporation with respect tothe certificate alleged to have been lost, stolen, or destroyed.

 

**ARTICLE ****X****RecordDate**

 

Subject to Section 2.11,the Board may fix in advance a date, which shall not be more than sixtydays nor less than ten days preceding the date of any meeting of stockholders,nor more than sixty days prior to any other action other than a consent, as arecord date for the

 

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determination ofstockholders entitled to notice of or to vote at any such meeting and anyadjournment thereof, or entitled to receive payment of any dividend or otherdistribution or allotment of any rights, or entitled to exercise the rights inrespect of any change, conversion or exchange of stock, and in such case suchstockholders, and only such stockholders as shall be stockholders of record onthe date so fixed shall be entitled to such notice of, and to vote at, suchmeeting and any adjournment thereof, or to receive payment of such dividend, orto receive such allotment of rights, or to exercise such rights, as the case may be,notwithstanding any transfer of any stock on the books of the Corporation afterany such record date fixed as aforesaid. If no record date is fixed by theBoard, the record date for determining stockholders entitled to notice of or tovote at a meeting of stockholders shall be at the close of business on the daynext preceding the day on which notice is given, or, if notice is waived, atthe close of business on the day next preceding the day on which the meeting isheld.

 

**ARTICLE ****XI****RegisteredStockholders**

 

The Corporation shall beentitled to treat the holder of record of any share or shares of stock of theCorporation as the holder in fact thereof and shall not be bound to recognizeany equitable or other claim to or interest in such share on the part ofany other person, whether or not it shall have express or other notice thereof,except as expressly provided by applicable law.

 

**ARTICLE ****XII****FiscalYear**

 

The fiscal year of the Corporation shall be fixed byresolution of the Board.

 

**ARTICLE ****XIII****Amendments**

 

Subject to any contrary orlimiting provisions contained in the Restated Certificate of Incorporation,these Bylaws may be amended or repealed, or new Bylaws may be adopted(a) by the affirmative vote of the holders of at least a majority of theCommon Stock of the Corporation, or (b) by the affirmative vote of themajority of the Board at any regular or special meeting. Any Bylaws adopted oramended by the stockholders may be amended or repealed by the Board or thestockholders.

 

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**ARTICLE ****XIV****Dividends**

 

**Section ****14.1****        ****Declaration****.**Dividends on the capital stock of theCorporation, subject to the provisions of the Restated Certificate ofIncorporation, if any, may be declared by the Board at any regular orspecial meeting, pursuant to law, and may be paid in cash, in property orin shares of capital stock.

 

**Section ****14.2****        ****Set Aside Funds****.**Before payment of any dividend, there may beset aside out of any funds of the Corporation available for dividends such sumsas the directors from time to time, in their absolute discretion, think properas a reserve or reserves to meet contingencies, or for equalizing dividends, orfor repairing or maintaining any property of the Corporation, or for such otherpurpose as the directors shall determine to be in the best interest of theCorporation, and the directors may modify or abolish any such reserve inthe manner in which it was created.

 

**ARTICLE ****XV****Indemnificationand Insurance**

 

**Section ****15.1****        ****Right to Indemnification****.**Each person who was or is a party or isthreatened to be made a party to or is involved in any action, suit orproceeding, whether civil, criminal, administrative or investigative(hereinafter a “proceeding”), by reason of the fact that he or she, or a personof whom he or she is the legal representative, is or was a director or officerof the Corporation or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation or of a partnership,joint venture, trust or other enterprise, including service with respect toemployee benefit plans, whether the basis of such proceeding is alleged actionor inaction in an official capacity or in any other capacity while serving as adirector, officer, employee or agent, shall be indemnified and held harmless bythe Corporation to the fullest extent permitted by the laws of Delaware, as thesame exist or may hereafter be amended, against all costs, charges,expenses, liabilities and losses (including attorneys’ fees, judgments, fines,ERISA excise taxes or penalties and amounts paid or to be paid in settlement)reasonably incurred or suffered by such person in connection therewith, andsuch indemnification shall continue as to a person who has ceased to be adirector, officer, employee or agent and shall inure to the benefit of his orher heirs, executors and administrators; provided, however, thatthe Corporation shall indemnify any such person seeking indemnification inconnection with a proceeding (or part thereof) initiated by such persononly if such proceeding (or part thereof) was authorized by the Board. Theright to indemnification conferred in this Article shall be a contractright and shall include the right to be paid by the Corporation the expensesincurred in defending any such proceeding in advance of its final disposition; provided,however, that, if the Delaware General Corporation Law requires, thepayment of such expenses incurred by a director or officer in his or hercapacity as a director or officer (and not in any other capacity in whichservice was or is rendered by such person while a director or officer,including, without limitation, service to an employee benefit plan) in advanceof the final disposition of a proceeding, shall be made only upon delivery tothe Corporation of an undertaking, by or on behalf of such director or officer,to repay all amounts so advanced if it shall ultimately be

 

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determined that suchdirector or officer is not entitled to be indemnified under this Section orotherwise. The Corporation may, by action of the Board, provide indemnificationto employees and agents of the Corporation with the same scope and effect asthe foregoing indemnification of directors and officers.

 

**Section ****15.2****        ****Right of Claimant to Bring Suit****.**If a claim under Section 15.1 of this Article isnot paid in full by the Corporation within thirty days after a written claimhas been received by the Corporation, the claimant may at any timethereafter bring suit against the Corporation to recover the unpaid amount ofthe claim and, if successful in whole or in part, the claimant shall beentitled to be paid also the expense of prosecuting such claim. It shall be adefense to any such action (other than an action brought to enforce a claim forexpenses incurred in defending any proceeding in advance of its finaldisposition where the required undertaking, if any is required, has beentendered to the Corporation) that the claimant has failed to meet a standard ofconduct which makes it permissible under Delaware law for the Corporation toindemnify the claimant for the amount claimed. Neither the failure of theCorporation (including its Board, independent legal counsel, or its stockholders)to have made a determination prior to the commencement of such action thatindemnification of the claimant is permissible in the circumstances because heor she has met such standard of conduct, nor an actual determination by theCorporation (including its Board, independent legal counsel, or itsstockholders) that the claimant has not met such standard of conduct, shall bea defense to the action or create a presumption that the claimant has failed tomeet such standard of conduct.

 

**Section ****15.3****        ****Non-Exclusivity of Rights****.**The right to indemnification and the paymentof expenses incurred in defending a proceeding in advance of its finaldisposition conferred in this Article shall not be exclusive of any otherright which any person may have or hereafter acquire under any statute,provision of the Restated Certificate of Incorporation, bylaw, agreement, voteof stockholders or disinterested directors or otherwise.

 

**Section ****15.4****        ****Insurance****.**The Corporation may maintain insurance,at its expense, to protect itself and any director, officer, employee or agentof the Corporation or another corporation, partnership, joint venture, trust orother enterprise against any such expense, liability or loss, whether or notthe Corporation would have the power to indemnify such person against suchexpense, liability or loss under Delaware law.

 

**Section ****15.5****        ****Expenses as a Witness****.**To the extent that any director, officer,employee or agent of the Corporation is by reason of such position, or aposition with another entity at the request of the Corporation, a witness inany action, suit or proceeding, he or she shall be indemnified against allcosts and expenses actually and reasonably incurred by him or her or on his orher behalf in connection therewith.

 

**Section ****15.6****        ****IndemnityAgreements****.**The Corporation may enterinto agreements with any director, officer, employee or agent of theCorporation providing for indemnification to the full extent permitted byDelaware law.

 

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**CERTIFICATE OF SECRETARY**

**OF**

**POWER-ONE, INC.,**

**a Delaware corporation**

 

I hereby certify that I amthe duly elected and acting Secretary of Power-One, Inc., a Delawarecorporation, and that the foregoing Amended and Restated Bylaws, comprising 16pages, constitute the Amended and Restated Bylaws of said corporation as dulyadopted by the Board on May 3, 2005.

 
|   | /s/ Randall H. Holliday |             |
|--------|-------------------------|------------------|
|   | Name:                   | Randall Holliday |
|   | Title:                  | Secretary        |
|        |                         |                  |  |

 

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