**Exhibit 3.2**

 

 

**BYLAWS**

 

**OF**

 

**JNI Corporation**

**(as amended on March 20, 2003)**

 

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INDEX

 
| ARTICLE  I STOCKHOLDERS                                       |
|---------------------------------------------------------------|
| 1.1. Annual Meeting                                           |
| 1.2. Special Meetings                                         |
| 1.3. Notice of Meetings                                       |
| 1.4. Quorum                                                   |
| 1.5. Organization                                             |
| 1.6. Conduct of Business                                      |
| 1.7. Notice of Stockholder Business                           |
| 1.8. Proxies and Voting                                       |
| 1.9. Stock List                                               |
| 1.10. Stockholder Action by Written  Consent                  |
|                                                          |
| ARTICLE II BOARD OF DIRECTORS                                 |
| 2.1. Number and Term of Office                                |
| 2.2. Vacancies and Newly Created  Directorships               |
| 2.3. Removal                                                  |
| 2.4. Regular Meetings                                         |
| 2.5. Special Meetings                                         |
| 2.6. Quorum                                                   |
| 2.7. Participation in Meetings by Conference  Telephone       |
| 2.8. Conduct of Business                                      |
| 2.9. Compensation of Directors                                |
|                                                          |
| ARTICLE III COMMITTEES                                        |
| 3.1. Committees of the Board of  Directors                    |
| 3.2. Conduct of Business                                      |
|                                                          |
| ARTICLE IV OFFICERS                                           |
| 4.1. Generally                                                |
| 4.2. Chairman of the Board                                    |
| 4.3. President                                                |
| 4.4. Vice President                                           |
| 4.5. Chief Financial Officer                                  |
| 4.6. Secretary                                                |
| 4.7. Delegation of Authority                                  |
| 4.8. Removal                                                  |
| 4.9. Action With Respect to  Securities of Other Corporations |
|                                                          |
| ARTICLE  V STOCK                                              |
| 5.1.  Certificates of Stock                                   |
| 5.2.  Transfers of Stock                                      |

 

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| 5.3. Record Date                               |
|------------------------------------------------|
| 5.4. Lost, Stolen or Destroyed  Certificates   |
| 5.5. Regulations                               |
|                                           |
| ARTICLE VI NOTICES                             |
| 6.1. Notices                                   |
| 6.2. Waivers                                   |
|                                           |
| ARTICLE VII MISCELLANEOUS                      |
| 7.1. Facsimile Signatures                      |
| 7.2. Corporate Seal                            |
| 7.3. Reliance Upon Books, Reports and  Records |
| 7.4. Fiscal Year                               |
| 7.5. Time Periods                              |
|                                           |
| ARTICLE VIII                                   |
| 8.1. Right to Indemnification                  |
| 8.2. Right of Claimant to Bring Suit           |
| 8.3. Non-Exclusivity of Rights                 |
| 8.4. Indemnification Contracts                 |
| 8.5. Insurance                                 |
| 8.6. Effect of Amendment                       |
|                                           |
| ARTICLE IX AMENDMENTS                          |

 

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BYLAWS

OF

JNI CORPORATION.

 

ARTICLE I

STOCKHOLDERS

 

Section 1.1.            AnnualMeeting.  An annual meeting of thestockholders of JNI Corporation (the “Corporation”) for the election ofdirectors and for the transaction of such other business as may properly comebefore the meeting, shall be held at such place, on such date, and at such timeas the Board of Directors shall each year fix, which date shall be withinthirteen months subsequent to the later of the date of incorporation or thelast annual meeting of stockholders.

 

Section 1.2.            SpecialMeetings.  Special meetings of thestockholders, for any purpose or purposes prescribed in the notice of themeeting, may be called by (a) the Board of Directors pursuant to aresolution adopted by a majority of the total number of authorized directors(whether or not there exist any vacancies in previously authorizeddirectorships at the time any such resolution is presented to the Board foradoption), (b) the Chairman of the Board, or (c) the President, andshall be held at such place, on such date, and at such time as they shallfix.  Business transacted at specialmeetings shall be confined to the purpose or purposes stated in the notice.

 

Section 1.3.            Noticeof Meetings.  notice of the place,if any, date, and time of all meetings of the stockholders, and the means of remote communications, if any,by which stockholders and proxyholders may be deemed to be present in personand vote at such meeting, shall be given not less than ten (10) nor morethan sixty (60) days before the date on which the meeting is to be held, toeach stockholder entitled to vote at such meeting, except as otherwise providedherein or required by law (meaning, here and hereinafter, as required from timeto time by the Delaware General Corporation Law or the Certificate ofIncorporation of the Corporation).

 

When a meeting is adjourned to another place, if any,date or time, notice need not be given of the adjourned meeting if the place,if any, date and time thereof, and themeans of remote communications, if any, by which stockholders and proxyholdersmay be deemed to be present in person and vote at such meeting, areannounced at the meeting at which the adjournment is taken; provided, however,that if the date of any adjourned meeting is more than thirty (30) days afterthe date for which the meeting was originally noticed, or if a new record dateis fixed for the adjourned meeting, notice of the place, if any, date, and timeof the adjourned meeting, and the means ofremote communications, if any, by which stockholders and proxyholders may bedeemed to be present in person and vote at such meeting, shall be givenin conformity herewith.  At anyadjourned meeting, any business may be transacted which might have beentransacted at the original meeting.

 

Section 1.4.            Quorum.  At any meeting of the stockholders, theholders of a majority of all of the shares of the stock entitled to vote at themeeting, present in person or by proxy, shall constitute a quorum for allpurposes, unless or except to the extent that the presence of a larger

 

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number may berequired by law or by the Certificate of Incorporation or Bylaws of thisCorporation.

 

If a quorum shall fail to attend any meeting, thechairman of the meeting or the holders of a majority of the shares of stock entitledto vote who are present, in person or by proxy, may adjourn the meeting toanother place, date, or time.

 

If a notice of any adjourned special meeting ofstockholders is sent to all stockholders entitled to vote thereat, stating thatit will be held with those present constituting a quorum, then except asotherwise required by law, those present at such adjourned meeting shallconstitute a quorum, and all matters shall be determined by a majority of thevotes cast at such meeting.

 

Section 1.5.            Organization.  Such person as the Board of Directors mayhave designated or, in the absence of such a person, the chief executiveofficer of the Corporation or, in his absence, such person as may be chosen bythe holders of a majority of the shares entitled to vote who are present, inperson or by proxy, shall call to order any meeting of the stockholders and actas chairman of the meeting.  In theabsence of the Secretary of the Corporation, the secretary of the meeting shallbe such person as the chairman of such meeting appoints.

 

Section 1.6.            Conductof Business.  The chairman of anymeeting of stockholders shall determine the order of business and the procedureat the meeting, including regulation of the manner of voting and the conduct ofdiscussion.

 

Section 1.7.            Noticeof Stockholder Business; Nomination of Director Candidates.  At an annual or special meeting of thestockholders, only such business shall be conducted and only such nominationsof persons for election as directors shall be made as shall have been properlybrought before the meeting.  To beproperly brought before a meeting, nominations for election or business  must be (a) specified in the notice ofmeeting (or any supplement thereto) given by or at the direction of the Boardof Directors, (b) properly brought before the meeting by or at thedirection of the Board of Directors, (c) properly brought before an annualmeeting by a stockholder, or (d) in the case of  nominations, properly brought before a special meeting by astockholder.  For business (includingnominations for the election of directors) to be properly brought before ameeting by a stockholder, the stockholder must have given timely notice thereofin writing to the Secretary of the Corporation.  To be timely, a stockholder proposal to be presented at an annualmeeting or a nomination for the election of directors shall be received at theCorporation’s principal executive offices not less than one hundred twenty(120) calendar days in advance of the date that the Corporation’s (or theCorporation’s predecessor’s) proxy statement was released to stockholders inconnection with the previous year’s annual meeting of stockholders, except thatif no annual meeting was held in the previous year or the date of the annualmeeting has been changed by more than thirty (30) calendar days from the datecontemplated at the time of the previous year’s proxy statement, or in theevent of a special meeting, notice by the stockholder to be timely must bereceived not later than the close of business on the tenth (10th) day followingthe day on which such notice of the date of the meeting was mailed or a publicannouncement of the meeting date was made. (For the purposes of these Bylaws,“public announcement” shall mean disclosure in a press release reported by the

 

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Dow Jones News Service, Associated Press or comparable national newsservice or in a document publicly filed by the Corporation with the Securitiesand Exchange Commission pursuant to Section 13, 14 or 15(d) of theSecurities Exchange Act of 1934 (the “Exchange Act”)).  A stockholder’s notice to the Secretaryconcerning any business except for the nomination of directors shall set forthas to each matter the stockholder proposes to bring before the annual orspecial meeting: (a) a brief description of the business desired to bebrought before the annual or special meeting and the reasons for conductingsuch business at the annual or special meeting, (b) the name and address,as they appear on the Corporation’s books, of the stockholder proposing suchbusiness, (c) the class and number of shares of the Corporation which arebeneficially owned by the stockholder, and (d) any material interest ofthe stockholder in such business.  Astockholder’s notice to the Secretary concerning the nomination of directorsshall set forth:  (a) the name andaddress of the stockholder who intends to make the nomination, or thebeneficial owner, if any, on whose behalf the nomination is being made and ofthe person or persons to be nominated, (b) a representation that thestockholder is a holder of record of stock of the Corporation entitled to votefor the election of directors on the date of such notice and intends to appearin person or by proxy at the meeting to nominate the person or personsspecified in the notice, (c) a description of all arrangements orunderstandings between the stockholder or such beneficial owner and eachnominee and any other person or persons (naming such person or persons) pursuantto which the nomination or nominations are to be made by the stockholder,(d) such other information regarding each nominee proposed by suchstockholder as would be required to be included in a proxy statement filedpursuant to the proxy rules of the Securities and Exchange Commission, had thenominee been nominated, or intended to be nominated, by the Board of Directors,and (e) the consent of each nominee to serve as a director of theCorporation if so elected.   Notwithstandingthe foregoing, a stockholder shall also comply with all applicable requirementsof the Exchange Act and the rules and regulations thereunder with respect tothe matters set forth in this Bylaw. Nothing in this Section 1.7 shall be deemed to affect any rights ofstockholders to request inclusion of proposals in the Corporation’s proxystatement pursuant to Rule 14a-8 under the Exchange Act.

 

Notwithstanding the first paragraph of thisSection 1.7, in the event that the number of directors to be elected at anannual meeting is increased and there is no public announcement by theCorporation naming the nominees for the additional directorships at least onehundred thirty (130) days prior to the first anniversary of the date that theCorporation’s (or its predecessor’s) proxy statement was released tostockholders in connection with the previous year’s annual meeting, astockholder’s notice required by this Section 1.7 shall also be consideredtimely, but only with respect to nominees for the additional directorships, ifit shall be delivered to the Secretary at the principal executive offices ofthe Corporation not later than the close of business on the tenth (10th) dayfollowing the day on which such public announcement is first made by theCorporation.

 

In the event the Corporation calls a special meetingof stockholders for the purpose of electing one or more directors to the Boardof Directors, any such stockholder may nominate a person or persons (as thecase may be), for election to such position(s) as are specified in theCorporation’s notice of meeting, if the stockholder’s notice as required by thefirst paragraph of this Section 1.7 shall be delivered to theSecretary at the principal executive offices of the

 

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Corporation not earlier than the ninetieth (90th) day prior to suchspecial meeting and not later than the close of business on the later of theseventieth (70th) day prior to such special meeting or the tenth (10th) dayfollowing the day on which public announcement is first made of the date of thespecial meeting and of the nominees proposed by the Board of Directors to beelected at such meeting.  In no eventshall the public announcement of an adjournment or postponement of a specialmeeting commence a new time period (or extend any time period) for the givingof a stockholder’s notice as described above.

 

Notwithstanding anything in the Bylaws to thecontrary, no business shall be conducted and no nominations for the election ofdirectors shall be made at an annual or special meeting except in accordancewith the procedures set forth in this Section 1.7.  The chairman of an annual or special meetingshall, if the facts warrant, determine and declare to the meeting that businesswas not properly brought before the meeting or that a nomination was not madein accordance with the provisions of this Section 1.7, and if he should sodetermine, he shall so declare to the meeting and any such business notproperly brought before the meeting shall not be transacted or any such nominationshall be disregarded.

 

Notwithstanding anything in this Section 1.7 tothe contrary, with respect to nominations for the directors to be elected atthe Corporation’s 2003 annual meeting of stockholders, to be timely, suchnominations shall be received at the Corporation’s principal executive officesduring the period commencing on the date that the Corporation has filed withthe Securities and Exchange Commission its annual report on Form 10-K for theyear ended December 31, 2002 and terminating on the date that is thirty (30)calendar days following such filing.

 

Section 1.8.            Proxiesand Voting. At any meeting of thestockholders, every stockholder entitled to vote may vote in person or by proxyauthorized by an instrument in writing or by a transmission permitted by lawfiled in accordance with the proce­dure established for the meeting.  Any copy, facsimile telecommunication orother reli­able reproduction of the writing or transmission created pur­suantto this paragraph may be substituted or used in lieu of the original writing ortransmis­sion for any and all purposes for which the original writing ortransmission could be used, provided that such copy, facsimiletelecommunication or other reproduction shall be a complete reproduction of theentire original writing or transmission.

 

Each stockholder shall have one vote for every shareof stock entitled to vote which is registered in his name on the record datefor the meeting, except as otherwise provided herein or required by law.

 

All voting, except where otherwise required by law,may be by a voice vote; provided, however, that upon demand therefor by astockholder entitled to vote or by his or her proxy, a stock vote shall betaken.  The Corpora­tion may, and to the extent required by law, shall, inadvance of any meeting of stockholders, appoint one or more inspectors to actat the meeting and make a written report thereof.  The Corporation may designate one or more alternate inspectors toreplace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stock­holders,the person presiding at the meeting may, and to the extent required by law,shall, appoint one or more inspectors to act at the meeting.  Each inspector, before entering upon the

 

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discharge of his or her duties, shall take andsign an oath faithfully to execute the duties of inspector with strictimpartiality and according to the best of his or her ability.  Every vote taken by ballots shall be countedby a duly appointed inspector or inspectors.

 

All elections shall be determined by a plurality ofthe votes cast, and except as otherwise required by law or these Bylaws, allother matters shall be determined by a majority of the votes cast.

 

Section 1.9.            StockList.  A complete list ofstockholders entitled to vote at any meeting of stockholders, arranged inalphabetical order for each class of stock and showing the address of each suchstockholder and the number of shares registered in his or her name, shall beopen to the examination of any such stockholder, for any purpose germane to themeeting, for a period of at least ten (10)days prior to the meeting in the manner provided by law.

 

The stock list shall also be kept at the place of themeeting during the duration thereof and shall be open to the examination of anysuch stockholder who is present.  Thislist shall presumptively determine the identity of the stockholders entitled tovote at the meeting and the number of shares held by each of them.

 

Section 1.10.          StockholderAction by Written Consent.  Anyaction which may be taken at any annual or special meeting of stockholders maybe taken without a meeting and without prior notice, if a consent in writing,setting forth the actions so taken, is signed by the holders of outstandingshares having not less than the minimum number of votes which would benecessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted.  Every written consent shall bear the date of signature of eachstockholder who signs the consent and no written consent shall be effective totake the corporate action referred to therein unless, within sixty (60) days ofthe earliest dated consent delivered in the manner required by this section tothe Corporation, written consents signed by a sufficient number of holders totake action are delivered to the Corporation in accordance with thissection.   All such consents shall be filed with the Secretary of theCorporation and shall be maintained in the corporate records.  Prompt notice of the taking of a corporateaction without a meeting by less than unanimous written consent shall be givento those stockholders who have not consented in writing.

 

In order that the Corporation may determine whichstockholders are entitled to consent to corporate action in writing without ameeting, the Board of Directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date is adoptedby the Board of Directors, and which date shall not be more than ten (10) daysafter the date upon which the resolution fixing the record date is adopted bythe Board of Directors.   Anystockholder of record seeking to have the stockholders authorize or takecorporate action by written consent shall, by written notice to the Secretary,request the Board of Directors to fix a record date.   The Board of Directors shall promptly, but in all events withinten (10) days after the date on which such a request is received, adopt aresolution fixing the record date.   Ifno record date has been fixed by the Board of Directors within ten (10) days ofthe determining stockholders entitled to consent to corporate action without ameeting, when no prior action by 

 

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the Board of Directors is required by applicable law, shall be thefirst date on which a signed written consent setting forth the action taken orproposed to be taken is delivered to the Corporation by delivery to itsregistered office in the State of Delaware, its principal place of business, oran officer or agent of the Corporation having custody of the book in whichproceedings of stockholders meetings are recorded, to the attention of theSecretary of the Corporation.   Deliveryshall be by hand or by certified or registered mail, return receiptrequested.   If no record date has beenfixed by the Board of Directors and prior action by the Board of Directors isrequired by applicable law, the record date for determining stockholdersentitled to consent to corporate action in writing without a meeting shall beat the close of business on the date on which the Board of Directors adopts theresolution taking such prior action.

 

ARTICLE II

BOARD OF DIRECTORS

 

Section 2.1.            Numberand Term of Office.  The number ofdirectors of the Corporation shall be fixed from time to time exclusively bythe Board of Directors pursuant to a resolution adopted by a majority of thetotal number of authorized directors (whether or not there exist any vacanciesin previously authorized directorships at the time any such resolution ispresented to the Board for adoption). Each director shall hold office until his successor is elected and qualifiedor until his earlier death, resignation, retirement, disqualification orremoval.

 

Section 2.2.            Vacanciesand Newly Created Directorships. Newly created directorships resulting from any increase in theauthorized number of directors or any vacancies in the Board of Directorsresulting from death, resignation, retirement, disqualification, or other cause(other then removal from office by a vote of the stockholders) may be filledonly by a majority vote of the directors then in office, though less than aquorum, and directors so chosen shall hold office for a term expiring at thenext annual meeting of stockholders.  Nodecrease in the number of directors constituting the Board of Directors shallshorten the term of any incumbent director.

 

Section 2.3.            Removal.  Subject to the limitations stated in theCertificate of Incorporation, any director, or the entire Board of Directors,may be removed from office at any time, with or without cause, but only by theaffirmative vote of the holders of at least a majority of the voting power ofall of the then outstanding shares of stock of the Corporation entitled to votegenerally in the election of directors, voting together as a single class.  Vacancies in the Board of Directorsresulting from such removal may be filled by (i) a majority of the directorsthen in office, though less than a quorum, or (ii) the stockholders at aspecial meeting of the stockholders properly called for that purpose, by thevote of the holders of a majority of the shares entitled to vote at suchspecial meeting.  Directors so chosenshall hold office until the next annual meeting of stockholders.

 

Section 2.4.            RegularMeetings.  Regular meetings of theBoard of Directors shall be held at such place or places, on such date ordates, and at such time or times as shall have been established by the Board ofDirectors and publicized among all directors. A notice of each regular meeting shall not be required.

 

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Section 2.5.            SpecialMeetings.  Special meetings of theBoard of Directors may be called by one-half of the directors then in office(rounded up to the nearest whole number), by the Chairman of the Board or bythe President and shall be held at such place, on such date, and at such timeas they or he shall fix.  Notice of theplace, date, and time of each such special meeting shall be given each directorby whom it is not waived by mailing written notice not less than five (5) daysbefore the meeting (one (1) day before the meeting if delivered by an overnightcourier service and two (2) days before the meeting if by overseas courierservice) or by telephoning, telecopying, telegraphing, electronic transmission,or personally delivering the same not less than twenty-four (24) hours beforethe meeting.  Unless otherwise indicatedin the notice thereof, any and all business may be transacted at a specialmeeting.

 

Section 2.6.            Quorum.  At any meeting of the Board of Directors, amajority of the total number of authorized directors shall constitute a quorumfor all purposes.  If a quorum shallfail to attend any meeting, a majority of those present may adjourn the meetingto another place, date, or time, without further notice or waiver thereof.

 

Section 2.7.            Participationin Meetings by Conference Telephone. Members of the Board of Directors, or of any committee of the Board ofDirectors, may participate in a meeting of such Board or committee by means ofconference telephone or other communications equipment by means of which allpersons participating in the meeting can hear each other and such participationshall constitute presence in person at such meeting.

 

Section 2.8.            Conductof Business.  At any meeting of theBoard of Directors, business shall be transacted in such order and manner asthe Board may from time to time determine, and all matters shall be determinedby the vote of a majority of the directors present, except as otherwiseprovided herein or required by law. Action may be taken by the Board of Directors without a meeting if allmembers thereof consent thereto in writing or by electronic transmission, andthe writing or writings or electronic transmission or transmissions are filedwith the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutesare maintained in paper form and shall be in electronic form if the minutes aremaintained in electronic form.

 

Section 2.9.            Compensationof Directors.  Directors, as such,may receive, pursuant to resolution of the Board of Directors, fixed fees andother compensation for their services as directors, including, withoutlimitation, their services as members of committees of the Board of Directors.

 

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ARTICLE III

COMMITTEES

 

Section 3.1.            Committeesof the Board of Directors.  The Board of Directors may from time to timedesignate committees of the Board, with such lawfully delegable powers andduties as it thereby confers, to serve at the pleasure of the Board and shall,for those committees and any others provided for herein, elect a director ordirectors to serve as the member or members, designating, if it desires, otherdirectors as alternate members who may replace any absent or disqualifiedmember at any meeting of the committee. Any committee so designated may exercise the power and authority of theBoard of Directors to.  In the absenceor disqualification of any member of any committee and any alternate member inhis place, the member or members of the committee present at the meeting andnot disqualified from voting, whether or not he or she or they constitute aquorum, may by unanimous vote appoint another member of the Board of Directorsto act at the meeting in the place of the absent or disqualified member.

 

Section 3.2.            Conductof Business.  Each committee maydetermine the procedural rules for meeting and conducting its business andshall act in accordance therewith, except as otherwise provided herein orrequired by law.  Adequate provisionshall be made for notice to members of all meetings; one–third of theauthorized members shall constitute a quorum unless the committee shall consistof one or two members, in which event one member shall constitute a quorum; andall matters shall be determined by a majority vote of the members present.  Action may be taken by any committee withouta meeting if all members thereof consent thereto in writing, and the writing orwritings are filed with the minutes of the proceedings of such committee.

 

ARTICLE IV

OFFICERS

 

Section 4.1.            Generally.  The officers of the Corporation shallconsist of a President, a Secretary and a Chief Financial Officer.  The Corporation may also have, at thediscretion of the Board of Directors, a Chairman of the Board, one or more VicePresidents, and such other officers as may from time to time be appointed bythe Board of Directors.  Officers shallbe elected by the Board of Directors, which shall consider that subject at itsfirst meeting after every annual meeting of stockholders.  Each officer shall hold office until his orher successor is elected and qualified or until his or her earlier resignationor removal.  Any number of offices maybe held by the same person.

 

Section 4.2.            Chairmanof the Board.  The Chairman of theBoard, if there shall be such an officer, shall, if present, preside at allmeetings of the Board of Directors, and exercise and perform such other powersand duties as may be from time to time assigned to him by the Board ofDirectors or as provided by these Bylaws.

 

Section 4.3.            President.  Subject to such supervisory powers, if any,as may be given by the Board of Directors to the Chairman of the Board, ifthere be such an officer, the President shall be the general manager and chiefexecutive officer of the Corporation and shall, subject to

 

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the control of the Boardof Directors, have general supervision, direction, and control of the businessand officers of the Corporation.  Heshall preside at all meetings of the stockholders.  He shall be ex officio a member of all the standing committees,including the executive committee, if any, and shall have the general powersand duties of management usually vested in the office of president of aCorporation, and shall have such other powers and duties as may be prescribedby the Board of Directors or by these Bylaws.

 

Section 4.4.            VicePresident.  In the absence ordisability of the President, the Vice Presidents in order of their rank asfixed by the Board of Directors, or if not ranked, the Vice Presidentdesignated by the Board of Director, shall perform the duties of the President,and when so acting shall have all the powers of, and be subject to all therestrictions upon, the President.  TheVice Presidents shall have such other powers and perform such other duties asfrom time to time may be prescribed for them respectively by the Board ofDirectors or these Bylaws.

 

Section 4.5.            ChiefFinancial Officer.  Unless otherwisedesignated by the Board of Directors, the Chief Financial Officer shall be theTreasurer.  The Chief Financial Officershall keep and maintain or cause to be kept and maintained, adequate andcorrect books and records of account in written form or any other form capableof being converted into written form.

 

The Chief Financial Officer shall deposit all moniesand other valuables in the name and to the credit of the Corporation with suchdepositories as may be designated by the Board of Directors.  He shall disburse all funds of theCorporation as may be ordered by the Board of Directors, shall render to thePresident and directors, whenever they request it, an account of all of histransactions as Chief Financial Officer and of the financial condition of theCorporation, and shall have such other powers and perform such other duties asmay be prescribed by the Board of Directors or by these Bylaws.

 

Section 4.6.            Secretaryand Assistant Secretaries.  TheSecretary shall keep, or cause to be kept, a book of minutes in written form ofthe proceedings of the Board of Directors, committees of the Board, andstockholders.  Such minutes shallinclude all waivers of notice, consents to the holding of meetings, orapprovals of the minutes of meetings executed pursuant to these Bylaws or theDelaware General Corporation Law.  TheSecretary shall keep, or cause to be kept at the principal executive office orat the office of the Corporation’s transfer agent or registrar, a record of itsstockholders, giving the names and addresses of all stockholders and the numberand class of shares held by each.

 

Any Assistant Secretary shall perform such duties andpossess such powers as the Board of Directors, the Chief Executive Officer, thePresident or the Secretary may from time to time prescribe.  In the event of the absence, inability orrefusal to act of the Secretary, the Assistant Secretary (or if there shall bemore than one, the Assistant Secretaries in the order determined by the Boardof Directors) shall perform the duties and exercise the powers of theSecretary.

 

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In the absence of the Secretary or any AssistantSecretary at any meeting of stockholders or directors, the person presiding atthe meeting shall designate a temporary secretary to keep a record of themeeting.

 

The Secretary shall give or cause to be given, noticeof all meetings of the stockholders and of the Board of Directors required bythese Bylaws or by law to be given, and shall keep the seal of the Corporationin safe custody, and shall have such other powers and perform such other dutiesas may be prescribed by the Board of Directors or these Bylaws.

 

Section 4.7.            Delegationof Authority.  The Board ofDirectors may from time to time delegate the powers or duties of any officer toany other officers or agents, notwithstanding any provision hereof.

 

Section 4.8.            Removal.  Any officer of the Corporation may beremoved at any time, with or without cause, by the Board of Directors.

 

Section 4.9.            ActionWith Respect to Securities of Other Corporations.  Unless otherwise directed by the Board of Directors, thePresident or any officer of the Corporation authorized by the President shallhave power to vote and otherwise act on behalf of the Corporation, in person orby proxy, at any meeting of stockholders of or with respect to any action ofstockholders of any other corporation in which this Corporation may holdsecurities and otherwise to exercise any and all rights and powers which thisCorporation may possess by reason of its ownership of securities in such othercorporation.

 

ARTICLE V

STOCK

 

Section 5.1.            Certificatesof Stock.  Each stockholder shall beentitled to a certificate signed by, or in the name of the Corporation by, thePresident or a Vice President, and by the Secretary or an Assistant Secretary,or the Chief Financial Officer, certifying the number of shares owned by him orher.  Any or all of  the signatures on such certificate may be byfacsimile.

 

Section 5.2.            Transfersof Stock.  Transfers of stock shallbe made only upon the transfer books of the Corporation kept at an office ofthe Corporation or by transfer agents designated to transfer shares of thestock of the Corporation.  Except wherea certificate is issued in accordance with Section 5.4 of these Bylaws, anoutstanding certificate for the number of shares involved shall be surrenderedfor cancellation before a new certificate is issued therefor.

 

Section 5.3.            RecordDate.  The Board of Directors mayfix a record date, which shall not be more than sixty (60) nor fewer than ten(10) days before the date of any meeting of stockholders, nor more than sixty(60) days prior to the time for the other action hereinafter described, as ofwhich there shall be determined the stockholders who are entitled:  to notice of or to vote at any meeting ofstockholders or any adjournment thereof; to receive payment of any dividend orother distribution or allotment of any rights; or to exercise any rights withrespect to any change, conversion or exchange of stock or with respect to anyother lawful action.

 

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Section 5.4.            Lost,Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate ofstock, another may be issued in its place pursuant to such regulations as theBoard of Directors may establish concerning proof of such loss, theft ordestruction and concerning the giving of a satisfactory bond or bonds ofindemnity.

 

Section 5.5.            Regulations.  The issue, transfer, conversion andregistration of certificates of stock shall be governed by such otherregulations as the Board of Directors may establish.

 

ARTICLE VI

NOTICES

 

Section 6.1.            Notices.If mailed, notice to stockholders shall bedeemed given when deposited in the mail, postage prepaid, directed to thestockholder at such stockholder’s address as it appears on the records of theCorporation.  Without limiting themanner by which notice otherwise may be given effectively to stockholders, anynotice to stockholders may be given by electronic transmission in the mannerprovided in Section 232 of the Delaware General Corporation Law.

 

Section 6.2.            Waivers.  A written waiver of any notice, signed by astockholder, director or officer, or waiver by electronic transmission by suchperson, whether before or after the time of the event for which notice is to begiven, shall be deemed equivalent to the notice required to be given to suchperson.  Neither the business nor thepurpose of any meeting need be specified in such a waiver.  Attendance of a person at a meeting shallconstitute a waiver of notice for such meeting, except when the person attendsa meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfullycalled or convened.

 

ARTICLE VII

MISCELLANEOUS

 

Section 7.1.            FacsimileSignatures.  In addition to theprovisions for use of facsimile signatures elsewhere specifically authorized inthese Bylaws, facsimile signatures of any officer or officers of theCorporation may be used whenever and as authorized by the Board of Directors ora committee thereof.

 

Section 7.2.            CorporateSeal.  The Board of Directors mayprovide a suitable seal, containing the name of the Corporation, which sealshall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committeethereof, duplicates of the seal may be kept and used by the Chief FinancialOfficer or by an Assistant Secretary or other officer designated by the Boardof Directors.

 

Section 7.3.            RelianceUpon Books, Reports and Records. Each director, each member of any committee designated by the Board ofDirectors, and each officer of the Corporation shall, in the performance of hisduties, be fully protected in relying in good faith upon the books of

 

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account or other records of the Corporation, including reports made tothe Corporation by any of its officers, by an independent certified publicaccountant, or by an appraiser.

 

Section 7.4.            FiscalYear.  The fiscal year of theCorporation shall be as fixed by the Board of Directors.

 

Section 7.5.            TimePeriods.  In applying any provisionof these Bylaws which require that an act be done or not done a specifiednumber of days prior to an event or that an act be done during a period of aspecified number of days prior to an event, calendar days shall be used, theday of the doing of the act shall be excluded, and the day of the event shallbe included.

 

Section 7.6.            Evidenceof Authority.  A certificate by theSecretary, or an Assistant Secretary, or a temporary Secretary, as to anyaction taken by the stockholders, directors, a committee or any officer orrepresentative of the Corporation shall as to all persons who rely on thecertificate in good faith be conclusive evidence of such action.

 

Section 7.7.            Certificateof Incorporation.  All references inthese Bylaws to the Certificate of Incorporation shall be deemed to refer tothe Certificate of Incorporation of the Corporation, as amended and in effectfrom time to time.

 

Section 7.8.            Severability.  Any determination that any provision ofthese Bylaws is for any reason inapplicable, illegal or ineffective shall notaffect or invalidate any other provision of these Bylaws.

 

Section 7.9.            Pronouns.  All pronouns used in these Bylaws shall bedeemed to refer to the masculine, feminine or neuter, singular or plural, asthe identity of the person or persons may require.

 

 

ARTICLE VIII

INDEMNIFICATION OFDIRECTORS AND OFFICERS

 

Section 8.1.            Rightto Indemnification.  Each person whowas or is made a party or is threatened to be made a party to or is involved inany action, suit or proceeding, whether civil, criminal, administrative orinvestigative (“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, officer oremployee of the Corporation or is or was serving at the request of theCorporation as a director, officer or employee of another corporation, or of apartnership, joint venture, trust or other enterprise, including service withrespect to employee benefit plans, whether the basis of such proceeding isalleged action in an official capacity as a director, officer or employee or inany other capacity while serving as a director, officer or employee, shall beindemnified and held harmless by the Corporation to the fullest extentauthorized by the Delaware General Corporation Law, as the same exists or mayhereafter be amended (but, in the case of any such amendment, only to theextent that such amendment permits the Corporation to provide broaderindemnification rights than said Law permitted the Corporation to provide priorto such amendment) against all

 

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expenses, liability and loss (including attorneys’ fees, judgments,fines, ERISA excise taxes or penalties, amounts paid or to be paid insettlement and amounts expended in seeking indemnification granted to suchperson under applicable law, this By-Law or any agreement with the Corporation)reasonably incurred or suffered by such person in connection therewith and suchindemnification shall continue as to a person who has ceased to be a director,officer or employee and shall inure to the benefit of his or her heirs,executors and administrators; provided, however, that, except asprovided in Section 8.2, the Corporation shall indemnify any such personseeking indemnity in connection with an action, suit or proceeding (or partthereof) initiated by such person only if (a) such indemnification is expresslyrequired to be made by law, (b) the action, suit or proceeding (or partthereof) was authorized by the Board of Directors of the Corporation,(c) such indemnification is provided by the Corporation, in its solediscretion, pursuant to the powers vested in the Corporation under the DelawareGeneral Corporation Law, or (d) the action, suit or proceeding (or partthereof) is brought to establish or enforce a right to indemnification under anindemnity agreement or any other statute or law or otherwise as required underSection 145 of the Delaware General Corporation Law.  Such right shall be a contract right andshall include the right to be paid by the Corporation expenses incurred indefending any such proceeding in advance of its final disposition; provided,however, that, if the Delaware General Corporation Law then so requires,the payment of such expenses incurred by a director or officer of theCorporation in his or her capacity as a director or officer (and not in anyother capacity in which service was or is rendered by such person while adirector or officer, including, without limitation, service to an employeebenefit plan) in advance of the final disposition of such proceeding, shall bemade only upon delivery to the Corporation of an undertaking, by or on behalfof such director or officer, to repay all amounts so advanced if it should bedetermined ultimately that such director or officer is not entitled to beindemnified under this Section or otherwise.

 

Section 8.2.            Rightof Claimant to Bring Suit.  If aclaim under Section 8.1 is not paid in full by the Corporation withinninety (90) days after a written claim has been received by the Corporation,the claimant may at any time thereafter bring suit against the Corporation torecover the unpaid amount of the claim and, if such suit is not frivolous orbrought in bad faith, the claimant shall be entitled to be paid also theexpense of prosecuting such claim.  Itshall be a defense to any such action (other than an action brought to enforcea claim for expenses incurred in defending any proceeding in advance of itsfinal disposition where the required undertaking, if any, has been tendered tothis Corporation) that the claimant has not met the standards of conduct whichmake it permissible under the Delaware General Corporation Law for theCorporation to indemnify the claimant for the amount claimed, but the burden ofproving such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board ofDirectors, independent legal counsel, or its stockholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is proper in the circumstances because he or she has met theapplicable standard of conduct set forth in the Delaware General CorporationLaw, nor an actual determination by the Corporation (including its Board ofDirectors, independent legal counsel, or its stockholders) that the claimanthas not met such applicable standard of conduct, shall be a defense to theaction or create a presumption that a claimant has not met such applicablestandard of conduct.

 

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Section 8.3.            Non-Exclusivityof Rights.  The rights conferred onany person by Sections 8.1 and 8.2 shall not be exclusive of any otherright which such persons may have or hereafter acquire under any statute,provision of the Certificate of Incorporation, bylaw, agreement, vote ofstockholders or disinterested directors or otherwise.

 

Section 8.4.            IndemnificationContracts.  The Board of Directorsis authorized to enter into a contract with any director, officer, employee oragent of the Corporation, or any person serving at the request of theCorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, including employeebenefit plans, providing for indemnification rights equivalent to or, if theBoard of Directors so determines, greater than, those provided for in thisArticle VIII.

 

Section 8.5.            Insurance.  The Corporation may maintain insurance tothe extent reasonably available, at its expense, to protect itself and any suchdirector, officer, employee or agent of the Corporation or another corporation,partnership, joint venture, trust or other enterprise against any such expense,liability or loss, whether or not the Corporation would have the power toindemnify such person against such expense, liability or loss under DelawareGeneral Corporation Law.

 

Section 8.6.            Effectof Amendment.  Any amendment, repealor modification of any provision of this Article VIII by the stockholdersor the directors of the Corporation shall not adversely affect any right orprotection of a director or officer of the Corporation existing at the time ofsuch amendment, repeal or modification.

 

ARTICLE IX

AMENDMENTS

 

The Board of Directors is expressly empowered toadopt, amend or repeal Bylaws of the Corporation, subject to the right of thestockholders to adopt, amend, alter or repeal the Bylaws of theCorporation.  Any adoption, amendment orrepeal of Bylaws of the Corporation by the Board of Directors shall require theapproval of a majority of the total number of authorized directors (whether ornot there exist any vacancies in previously authorized directorships at thetime any resolution providing for adoption, amendment or repeal is presented tothe Board).  The stockholders shall alsohave power to adopt, amend or repeal the Bylaws of the Corporation by theaffirmative vote of the holders of at least a majority of the shares of thecapital stock of the Corporation then issued and outstanding.

 

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SECRETARY’SCERTIFICATE OF ADOPTION OF

 

THE BYLAWS OF

 

JNI CORPORATION

 

 

I hereby certify:

 

That I am the duly elected Secretary of JNICorporation, a Delaware corporation;

 

That the foregoing Bylaws comprising fifteen (15)pages constitute the Bylaws of said corporation as duly adopted by the Board ofDirectors of the Corporation on March 18, 2003.

 

IN WITNESS WHEREOF, I have hereunder subscribed myname as of this 20th day of March, 2003.

 
|   | /s/ Paul Kim |
|--------|--------------|
|   |         | Paul Kim, Secretary |

 

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