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EXHIBIT 3.2
BYLAWS
OF
MICROSOFT CORPORATION
ARTICLE I
SHAREHOLDERS
1.1 ANNUAL MEETING. The annual meeting of the shareholders of the
Corporation for the election of Directors and for the transaction of such other
business as properly may be submitted to such annual meeting, shall be held at
the hour and on the date designated by the Board of Directors or an authorized
committee of the Board of Directors, such date to be within 150 days of the end
of the fiscal year.
1.2 SPECIAL MEETINGS. Special meetings of the shareholders of the
Corporation, for any purpose or purposes, may be called at any time by the
Board of Directors or an authorized committee of the Board of Directors.
1.3 PLACE OF MEETINGS. Meetings of shareholders shall be held at
such place within or without the State of Washington as determined by the Board
of Directors, or an authorized committee, pursuant to proper notice.
1.4 NOTICE. Written notice of each shareholders' meeting stating
the date, time, and place and, in case of a special meeting, the purpose(s) for
which such meeting is called, shall be given by the Corporation not less than
ten (10) (unless a greater period of notice is required by law in a particular
case) nor more than sixty (60) days prior to the date of the meeting, to each
shareholder of record, to the shareholder's address as it appears on the
current record of shareholders of the Corporation.
1.5 QUORUM OF SHAREHOLDERS. At any meeting of the shareholders, a
majority in interest of all the shares entitled to vote on a matter,
represented by shareholders of record in person or by proxy, shall constitute a
quorum of that voting group for action on that matter.
Once a share is represented at a meeting, other than to object to
holding the meeting or transacting business, it is deemed to be present for
quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for the adjourned
meeting. At such reconvened meeting, any business may be transacted that might
have been transacted at the meeting as originally notified.
If a quorum exists, action on a matter is approved by a voting group
if the votes cast within the voting group favoring the action exceed the votes
cast within the voting group opposing the action, unless the question is one
upon which by express provision of the Washington Business Corporation Act, as
amended ("WBCA"), or of the Articles of Incorporation or of these Bylaws a
different vote is required.
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1.6 ADJOURNMENT. A majority of the shares represented at the
meeting, even if less than a quorum, may adjourn the meeting from time to time.
At such reconvened meeting at which a quorum is present any business may be
transacted at the meeting as originally notified. If a meeting is adjourned to
a different date, time, or place, notice need not be given of the new date,
time, or place if a new date, time, or place is announced at the meeting before
adjournment; however, if a new record date for the adjourned meeting is or must
be fixed in accordance with the WBCA, notice of the adjourned meeting must be
given to persons who are shareholders as of the new record date.
1.7 RECORD DATE AND TRANSFER BOOKS. For the purpose of determining
shareholders who are entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a record date for any
such determination of shareholders, such date in any case to be not more than
seventy (70) days and, in case of a meeting of shareholders, not less than ten
(10) days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.
If no record date is fixed for such purposes, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date, which it must do if the meeting is adjourned more than one
hundred twenty (120) days after the date is fixed for the original meeting.
1.8 VOTING RECORD. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make at least ten (10) days
before each meeting of shareholders a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged by any
applicable voting groups and in alphabetical order, with the address of and the
number of shares held by each. Such record shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder or any shareholder's agent during the whole time of the meeting for
the purposes thereof.
1.9 PROXIES. Shareholders of record may vote at any meeting either
in person or by proxy executed in writing. A proxy is effective when received
by the person authorized to tabulate votes for the Corporation. A proxy is
valid for eleven (11) months unless a longer period is expressly provided in
the proxy.
1.10 ORGANIZATION OF MEETING. The officer designated by the Board of
Directors as Chief Executive Office (or in his absence, any other officer
designated by the Board of Directors) may call any meeting of shareholders to
order and shall be the Chairman thereof. The Secretary of the Corporation, if
present at any meeting of its shareholders, shall act as the Secretary of such
meeting. If the Secretary is absent from any such meeting, the Chairman of
such meeting may appoint a Secretary for the meeting.
1.11 ORDER OF BUSINESS. The Chairman of a meeting of shareholders,
determined in accordance with Section 1.10, shall have discretion to establish
the order of
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business for such meeting subject to any specific order established by the
Board of Directors.
ARTICLE II
BOARD OF DIRECTORS
2.1 NUMBER AND QUALIFICATIONS. The business affairs and property of
the Corporation shall be managed by a Board of not less than three directors
nor more than eleven directors. The number of directors may at any time be
increased or decreased by resolution of the Board of Directors or by the
shareholders at the annual meeting. Directors need not be shareholders of the
Corporation or residents of the state of Washington.
2.2 ELECTION - TERM OF OFFICE. The directors shall be elected by
the shareholders at each annual shareholders' meeting to hold office until the
next annual meeting of the shareholders and until their respective successors
are elected and qualified. If, for any reason, the directors shall not have
been elected at any annual meeting, they may be elected at a special meeting of
shareholders called for that purpose in the manner provided by these Bylaws.
2.3 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such places, and at such times as the Board may determine,
and, if so determined, no notice thereof need be given. A regular meeting of
the Board may be held without notice immediately after the annual meeting of
shareholders at the same place at which such meeting was held.
2.4 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any time or place upon the call of a majority of directors, the
Chief Executive Officer or the Chief Operating Officer by oral or written
notice, given or mailed to each director not less than two (2) days before such
meeting.
2.5 NOTICE. No notice is required for regular meetings of the Board
of Directors. Notice of special meetings of the Board of Directors, stating
the date, time, and place thereof, shall be given at least two (2) days prior
to the date of the meeting. The purpose of the meeting need not be given in
the notice. Such notice may be oral or written.
2.6 WAIVER OF NOTICE. A director may waive notice of a special
meeting of the Board either before or after the meeting, and such waiver shall
be deemed to be the equivalent of giving notice. The waiver must be in writing,
signed by the director entitled to the notice and delivered to the Corporation
for inclusion in its corporate records. Attendance or participation of a
director at a meeting shall constitute waiver of notice of that meeting unless
said director attends or participates for the express purpose of objecting to
the transaction of business because the meeting has not been lawfully called or
convened.
2.7 QUORUM OF DIRECTORS. A majority of the members of the Board of
Directors shall constitute a quorum for the transaction of business, but if at
any meeting of the Board there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time to time until a quorum shall
have been obtained. When a quorum is present at any meeting, a majority of the
members present shall decide any question brought before such meeting, except
as otherwise provided by the Articles of Incorporation or by these Bylaws.
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2.8 ADJOURNMENT. A majority of the directors present, even if less
than a quorum, may adjourn a meeting and continue it to a later time. Notice
of the adjourned meeting or of the business to be transacted thereat, other
than by announcement, shall not be necessary. At any adjourned meeting at
which a quorum is present, any business may be transacted which could have been
transacted at the meeting as originally called.
2.9 RESIGNATION. Any director of the Corporation may resign at any
time by giving written notice to the Board of Directors, the Chairman, the
President, or the Secretary of the Corporation. Any such resignation is
effective when the notice is delivered, unless the notice specifies a later
effective date.
2.10 VACANCIES. Unless otherwise provided by the WBCA, in case of
any vacancy in the Board of Directors, including a vacancy resulting from an
increase in the number of directors, the remaining directors, whether
constituting a quorum or not, may fill the vacancy.
2.11 COMPENSATION. The Board shall have the sole authority to fix
the amount of compensation of directors.
2.12 COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members
one or more committees, each of which:
a. Shall have two (2) or more members;
b. Shall be governed by the same rules regarding
meetings, action without meetings, notice, and waiver of notice, and
quorum and voting requirements as applied to the Board of Directors;
and
c. To the extent provided in such resolution, shall have
and may exercise all the authority of the Board of Directors, except
no such committee shall have the authority to:
(1) Authorize or approve a distribution except
according to a general formula or method prescribed by the
Board of Directors;
(2) Approve or propose to shareholders action
which the WBCA requires to be approved by shareholders;
(3) Fill vacancies on the Board of Directors or
on any of its committees;
(4) Amend the Articles of Incorporation;
(5) Adopt, amend, or repeal the Bylaws;
(6) Approve a plan of merger not requiring
shareholder approval; or
(7) Authorize or approve the issuance or sale or
contract for sale of shares, or determine the designation and
relative rights, preferences, and limitations on a class or
series of shares, except that the Board of Directors may
authorize a committee, or a senior executive officer of the
Corporation, to do so within limits specifically prescribed
by the Board of Directors.
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ARTICLE III
SPECIAL MEASURES APPLYING TO MEETINGS OF
SHAREHOLDERS, THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
3.1 ACTION BY WRITTEN CONSENT. Any action required or permitted to
be taken at a meeting of the Board of Directors or a committee of the Board may
be accomplished without a meeting if the action is taken by all the members of
the Board or all the members of the committee, as the case may be. The action
must be evidenced by one or more written consents describing the action to be
taken, signed by all directors or all members of the committee, as the case may
be, and delivered to the Corporation for inclusion in the minutes. Directors'
consents may be signed either before or after the action taken.
Action taken by unanimous written consent is effective when the last
director signs the consent, unless the consent specifies a later effective
date.
3.2 USE OF COMMUNICATIONS EQUIPMENT. Meetings of the shareholders,
the Board of Directors and committees of the Board may be effectuated by means
of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other during the
meeting. Participation by such means shall constitute presence in person at
such meeting.
3.3 ORAL AND WRITTEN NOTICE. Oral notice may be communicated in
person or by telephone, wire or wireless equipment that does not transmit a
facsimile of the notice. Oral notice is effective when communicated if
communicated in a comprehensible manner.
Written notice may be transmitted by mail, private carrier, or
personal delivery; telegraph or teletype; or telephone, wire, or wireless
equipment that transmits a facsimile of the notice and provides the transmitter
with an electronically generated receipt. Written notice is effective at the
earliest of the following: (a) when received; (b) five (5) days after its
deposit in the US. mail if mailed with first-class postage; (c) on the date
shown on the return receipt, if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the addressee.
ARTICLE IV
OFFICERS
4.1 POSITIONS. The officers of the Corporation may consist of a
Chairman, a President, one or more Vice Presidents (who may be designated as
Vice Presidents, Senior Vice Presidents or Executive Vice Presidents), a
Secretary and a Treasurer as appointed by the Board of Directors or the Chief
Executive Officer. The Corporation may have such additional or assistant
officers (sometimes referred to as "additional officers") as the Board of
Directors, Chief Executive Officer or Chief Operating Officer may deem
necessary for its business and may appoint from time to time. The Board of
Directors shall also have the authority, but shall not be required, to
designate officers as the Chief Executive Officer, the Chief Operating Officer
the Chief Financial Officer or similar such titles. Any two or more offices
may be held by the same person.
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If a director/officer has not been designated as Chairman, or if the
designated Chairman is not present, the Board of Directors shall elect a
Chairman from amongst its members to serve as Chairman of the Board of
Directors. The Chairman shall preside at all meetings of the Board of
Directors, and shall have such other powers as the Board may determine.
4.2 APPOINTMENT AND TERM OF OFFICE. The officers of the Corporation
shall be appointed annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of the shareholders. If
officers are not appointed at such meeting, such appointment shall occur as
soon as possible thereafter, or may be left vacant. Each officer shall hold
office until a successor shall have been appointed and qualified or until said
officer's earlier death, resignation, or removal.
4.3 AUTHORITY AND DUTIES OF THE CHIEF EXECUTIVE OFFICER. The Chief
Executive Officer shall have general charge and supervision of the business of
the Corporation, shall see that all orders, actions and resolutions of the
Board of Directors are carried out, and shall have such other authority and
shall perform such other duties as set forth in these bylaws or, to the extent
consistent with the bylaws, such other authorities and duties as prescribed by
the Board of Directors.
4.4 AUTHORITY AND DUTIES OF OTHER OFFICERS. Each officer other than
the Chief Executive Officer shall have the authority and shall perform the
duties set forth in these bylaws or, to the extent consistent with the bylaws,
the duties prescribed by the Board of Directors, by the Chief Executive
Officer, or by an officer authorized by the Board of Directors to prescribe the
duties of such officer. Any designation of duties by the Chief Executive
Officer or other officer shall be subject to review by the Board of Directors
but shall be in full force and effect in the absence of such review.
4.5 COMPENSATION AND CONTRACT RIGHTS. The Board of Directors shall
have authority (a) to fix the compensation, whether in the form of salary,
bonus, stock options or otherwise, of all officers and employees of the
Corporation, either specifically or by formula applicable to particular classes
of officers or employees, and (b) to authorize officers of the Corporation to
fix the compensation of subordinate employees. The Board of Directors shall
have authority to appoint a Compensation Committee and may delegate to such
committee any or all of its authority relating to compensation. The
appointment of an officer shall not of itself create contract rights.
4.6 RESIGNATION OR REMOVAL. Any officer of the Corporation may
resign at any time by giving written notice to the Board of Directors. Any
such resignation is effective when the notice is delivered, unless the notice
specifies a later date, and shall be without prejudice to the contract rights,
if any, of such officer.
The Board of Directors, by majority vote of the entire Board, may
remove any officer or agent, with or without cause. An officer or assistant
officer, if appointed by another officer, may also be removed by any officer
authorized to appoint officers or assistant officers. The removal shall be
without prejudice to the contract rights, if any, of the person so removed.
4.7 VACANCIES. If any office becomes vacant by any reason, the
directors may appoint a successor or successors who shall hold office for the
unexpired term or leave such office vacant.
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ARTICLE V
CERTIFICATES OF SHARES AND THEIR TRANSFER
5.1 ISSUANCE; CERTIFICATES OF SHARES. No shares of the Corporation
shall be issued unless authorized by the Board. Such authorization shall
include the maximum number of shares to be issued, the consideration to be
received, and a statement that the Board considers the consideration to be
adequate. Shares may but need not be represented by certificates.
Certificates for shares of the Corporation shall be in such form as is
consistent with the provisions of the WBCA or the law of a predecessor
corporation and after the effective date of these Bylaws shall state:
a. The name of the Corporation and that the Corporation
is organized under the laws of the State of Washington;
b. The name of the person to whom issued; and
c. The number and class of shares and the designation of
the series, if any, which such certificate represents.
The certificate shall be signed by original or facsimile signature of
two officers of the Corporation, and the seal of the Corporation may be affixed
thereto.
5.2 TRANSFER OF STOCK. Shares of stock represented by certificates
may be transferred by delivery of the certificate accompanied by either an
assignment in writing on the back of the certificate or by a written power of
attorney to assign and transfer the same on the books of the Corporation,
signed by the record holder of the certificate. The shares shall be
transferable on the books of the Corporation upon surrender thereof so assigned
or endorsed.
5.3 RULES AND REGULATIONS CONCERNING THE ISSUE, TRANSFER AND
REGISTRATION OF SHARES. The Board of Directors shall have power and authority
to make all such rules and regulations as the Board may deem proper or
expedient concerning the issue, transfer and registration of shares of stock.
In case of the loss, mutilation, or destruction of a certificate of stock, a
duplicate certificate may be issued upon such terms as the Board shall
authorize. The Board shall have power and authority to appoint from time to
time one or more transfer agents and registrar of the shares of stock.
5.4 SHARES WITHOUT CERTIFICATES. The Board of Directors may
authorize the issue of some or all of the shares without certificates. Within
a reasonable time after the issue or transfer of shares without certificates,
the corporation shall send the shareholder a written statement of the
information required on certificates by the WBCA.
ARTICLE VI
BOOKS AND RECORDS
6.1 BOOKS OF ACCOUNTS, MINUTES, AND SHARE REGISTER. Except as
otherwise provided by law the Corporation:
a. Shall keep as permanent records minutes of all
meetings of its shareholders and Board of Directors, a record of all
actions taken by the Board of
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Directors without a meeting, and a record of all actions taken by a
committee of the Board of Directors exercising the authority of the
Board of Directors on behalf of the Corporation;
b. Shall maintain appropriate accounting records;
c. Or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the
names and addresses of all shareholders, in alphabetical order by
class of shares showing the number and class of shares held by each;
and
d. Shall keep a copy of the following records at its
principal office:
(1) The Articles or Restated Articles of
Incorporation and all amendments to them currently in effect;
(2) The Bylaws or Restated Bylaws and all
amendments to them currently in effect;
(3) The minutes of all shareholders' meetings,
and records of all actions taken by shareholders without a
meeting, for the past three (3) years;
(4) Its financial statements for the past three
(3) years, including balance sheets showing in reasonable
detail the financial condition of the Corporation as of the
close of each fiscal year, and an income statement showing the
results of its operations during each fiscal year prepared on
the basis of generally accepted accounting principles or, if
not, prepared on a basis explained therein;
(5) All written communications to shareholders
generally within the past three (3) years;
(6) A list of the names and business addresses of
its current directors and officers; and
(7) Its most recent annual report delivered to
the Secretary of State of Washington.
6.2 COPIES OF RESOLUTIONS. Any person dealing with the Corporation
may rely upon a copy of any of the records of the proceedings, resolutions, or
votes of the Board of Directors or shareholders, when certified by the
Secretary, an assistant secretary, or other officer authorized by the Board.
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