Exhibit 3.3
FOURTH AMENDED AND RESTATED BYLAWS OF
dayforce, inc.
AS ADOPTED ON january 31, 2024.
OFFICES
MEETINGS OF STOCKHOLDERS
DIRECTORS
If any stockholder providing notice as to nominations pursuant to this Section 3.1 provides notice pursuant to Rule 14a-19(b), then such stockholder shall (A) promptly notify the Corporation if it subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) and (B) deliver to the Corporation, no later than seven (7) Business Days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3).
OFFICERS
CAPITAL STOCK
NOTICES
GENERAL PROVISIONS
INDEMNIFICATION
AMENDMENTS
These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of shares entitled to vote thereon or by a majority of the Board of Directors then in office, in each case, in accordance with the Certificate of Incorporation and applicable law.
CONFLICTS
If there is a conflict between the provisions of these Bylaws and the provisions of the Certificate of Incorporation or the mandatory provisions of the DGCL, such provision or provisions of the Certificate of Incorporation and the DGCL, as the case may be, will be controlling.