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Exhibit 3.2
 SECOND AMENDED AND RESTATED
 BYLAWS
 OF
 SHORETEL, INC.
 (a Delaware corporation)
 As Adopted January 19, 2007
Amended as of July 9, 2007




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TABLE OF CONTENTS
 PAGEArticle I  STOCKHOLDERSSection 1.1:
    
    Annual Meetings
    
    
    1Section 1.2:
    
    Special Meetings
    
    
    1Section 1.3:
    
    Notice of Meetings
    
    
    1Section 1.4:
    
    Adjournments
    
    
    1Section 1.5:
    
    Quorum
    
    
    2Section 1.6:
    
    Organization
    
    
    2Section 1.7:
    
    Voting; Proxies
    
    
    2Section 1.8:
    
    Fixing Date for Determination of Stockholders of Record
    
    
    2Section 1.9:
    
    List of Stockholders Entitled to Vote
    
    
    3Section 1.10:
    
    Inspectors of Elections
    
    
    3Section 1.11:
    
    Notice of Stockholder Business; Nominations
    
    
    4Article II  BOARD OF DIRECTORSSection 2.1:
    
    Number; Qualifications
    
    
    7Section 2.2:
    
    Election; Resignation; Removal; Vacancies
    
    
    7Section 2.3:
    
    Regular Meetings
    
    
    7Section 2.4:
    
    Special Meetings
    
    
    7Section 2.5:
    
    Remote Meetings Permitted
    
    
    8Section 2.6:
    
    Quorum; Vote Required for Action
    
    
    8Section 2.7:
    
    Organization
    
    
    8Section 2.8:
    
    Written Action by Directors
    
    
    8Section 2.9:
    
    Powers
    
    
    8
 -i-




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TABLE OF CONTENTS (contd)
 PAGESection 2.10:
    
    Compensation of Directors
    
    
    8Article III  COMMITTEESSection 3.1:
    
    Committees
    
    
    9Section 3.2:
    
    Committee Rules
    
    
    9Article IV  OFFICERSSection 4.1:
    
    Generally
    
    
    9Section 4.2:
    
    Chief Executive Officer
    
    
    9Section 4.3:
    
    Chairperson of the Board
    
    
    10Section 4.4:
    
    Lead Independent Director
    
    
    10Section 4.5:
    
    President
    
    
    10Section 4.6:
    
    Vice President
    
    
    11Section 4.7:
    
    Chief Financial Officer
    
    
    11Section 4.8:
    
    Treasurer
    
    
    11Section 4.9:
    
    Controller or Principal Accounting Officer
    
    
    11Section 4.10:
    
    Secretary
    
    
    11Section 4.11:
    
    Delegation of Authority
    
    
    11Section 4.12:
    
    Removal
    
    
    12Article V  STOCKSection 5.l:
    
    Certificates, Uncertificated Shares
    
    
    12Section 5.2:
    
    Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates
    
    
    12Section 5.3:
    
    Other Regulations
    
    
    12
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TABLE OF CONTENTS (contd)
 PAGEArticle VI  INDEMNIFICATIONSection 6.1:
    
    Indemnification of Officers and Directors
    
    
    12Section 6.2:
    
    Advance of Expenses
    
    
    13Section 6.3:
    
    Non-Exclusivity of Rights
    
    
    13Section 6.4:
    
    Indemnification Contracts
    
    
    13Section 6.5:
    
    Nature of Rights
    
    
    14Article VII  NOTICESSection 7.l:
    
    Notice
    
    
    14Section 7.2:
    
    Waiver of Notice
    
    
    15Article VIII  INTERESTED DIRECTORSSection 8.1:
    
    Interested Directors; Quorum
    
    
    15Section 8.2:
    
    Quorum
    
    
    16Article IX  MISCELLANEOUSSection 9.1:
    
    Fiscal Year
    
    
    16Section 9.2:
    
    Seal
    
    
    16Section 9.3:
    
    Form of Records
    
    
    16Section 9.4:
    
    Reliance Upon Books and Records
    
    
    16Section 9.5:
    
    Certificate of Incorporation Governs
    
    
    16Section 9.6:
    
    Severability
    
    
    16Article X  AMENDMENTSection 10.1:
    
    Amendments
    
    
    17
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SECOND AMENDED AND RESTATED BYLAWS
 OF
 SHORETEL, INC.
 (a Delaware corporation)
 As Adopted July 9, 2007
 
 ARTICLE I
 STOCKHOLDERS
 
 Section 1.1 Annual Meetings Board DGCL
 
 Section 1.2 Special Meetings Whole Board
 
 Section 1.3 Notice of Meetings Certificate of Incorporation
 
 Section 1.4 Adjournments provided however
 -1-




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Section 1.5 Quorum provided however
 
 Section 1.6 Organization
 
 Section 1.7 Voting; Proxies
 
 Section 1.8 Fixing Date for Determination of Stockholders of Record
 -2-




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provided however
 
 Section 1.9 List of Stockholders Entitled to Vote
 
 Section 1.10 Inspectors of Elections
 Applicability
 Appointment
 Inspectors Oath
 -3-




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Duties of Inspectors
 Opening and Closing of Polls
 Determinations
 Section 1.11 Notice of Stockholder Business; Nominations
 Annual Meeting of Stockholders
   -4-




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provided however
 Exchange Act
  -5-




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Solicitation Notice
  Special Meetings of Stockholders
 General
 -6-




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public announcement
  ARTICLE II
 BOARD OF DIRECTORS
 Section 2.1 Number; Qualifications
 Section 2.2 Election; Vacancies
 Section 2.3 Regular Meetings
 Section 2.4 Special Meetings
 -7-




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Section 2.5 Remote Meetings Permitted
 Section 2.6 Quorum; Vote Required for Action
 Section 2.7 Organization
 Section 2.8 Written Action by Directors
 Section 2.9: Powers
 Section 2.10 Compensation of Directors
 ARTICLE III
 COMMITTEES
 Section 3.1 Committees
 -8-




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Section 3.2 Committee Rules
 ARTICLE IV
 OFFICERS
 Section 4.1 Generally provided however
 Section 4.2 Chief Executive Officer
   -9-




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Section 4.3 Chairperson of the Board
 Section 4.4 Lead Independent Director
 Section 4.5 President
 Section 4.6 Vice President
 -10-




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Section 4.7 Chief Financial Officer
 Section 4.8 Treasurer
 Section 4.8 Controller or Principal Accounting Officer
 Section 4.10 Secretary
 Section 4.11 Delegation of Authority
 Section 4.12 Removal
 -11-




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ARTICLE V
 STOCK
 Section 5.1 Certificates, Uncertificated Shares
 Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates
 Section 5.3 Other Regulations
 ARTICLE VI
 INDEMNIFICATION
 Section 6.1 Indemnification of Officers and Directors Proceeding Indemnitee
 -12-




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Reincorporated
Predecessor
 Section 6.2 Advance of Expenses provided , however
 Section 6.3: Non-Exclusivity of Rights
 Section 6.4 Indemnification Contracts
 Section 6.5 Nature of Rights
 -13-




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ARTICLE VII
 NOTICES
 Section 7.1 Notice
   -14-




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Section 7.2 Waiver of Notice
 ARTICLE VIII
 INTERESTED DIRECTORS
 Section 8.1 Interested Directors
 Section 8.2 Quorum
 ARTICLE IX
 MISCELLANEOUS
 Section 9.1 Fiscal Year
 -15-




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Section 9.2 Seal
 Section 9.3 Form of Records
 Section 9.4 Reliance upon Books and Records
 Section 9.5 Certificate of Incorporation Governs
 Section 9.6 Severability
 ARTICLE X
 AMENDMENT
 Section 10.1 Amendments
 
 -16-




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CERTIFICATION OF
 SECOND AMENDED AND RESTATED BYLAWS
 OF
 SHORETEL, INC.
 (a Delaware corporation)
  Corporation
  /s/ Ava M. HahnAva M. Hahn, Secretary