EXHIBIT 3.2
AMENDED AND RESTATED BY-LAWS
OF
SANMINA-SCI CORPORATION
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ARTICLE I
OFFICES
SECTION 1. Registered Office. The address of the registered office of
Sanmina-SCI Corporation (the "Corporation") in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of the Corporation's registered agent at such address is
The Corporation Trust Company.
SECTION 2. Other Offices. The Corporation's Board of Directors may at
any time establish other offices at any other place or places within or without
the State of Delaware.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Annual Meetings. The annual meeting of the stockholders for
the election of directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at such place, either within or
without the State of Delaware, on such date and at such hour as shall be fixed
by resolution of the Board of Directors of the Corporation (the "Board") and
designated in the notice or waiver of notice thereof.
SECTION 2. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called by the Board, the Chairman of the Board,
the President or the Secretary of the Corporation (or by a stockholder or other
person pursuant to Article III, Section 3(f) of these bylaws but only if there
are no directors in office) to be held at such place, within or without the
State of Delaware, on such date and at such hour as shall be designated in the
notice or waiver or notice thereof.
If a special meeting is called in accordance with the preceding
paragraph of this Article II, Section 2 by any person or persons other than the
Board, the request shall be in writing, specifying the time of such meeting and
the general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to
the chairman of the board, the president or the secretary of the Corporation. No
business may be transacted at such special meeting otherwise than specified in
such notice. The officer receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote, in accordance with the provisions of
Sections 3 and 4 of this Article II, that a meeting will be held at the time
requested by the person or persons calling the meeting, not less than ten (10)
nor more than sixty (60) days after the receipt of the request. Nothing
contained in this paragraph of this Section 2 shall be construed as limiting,
fixing, or affecting the time when a meeting of stockholders called by action of
the Board may be held.
SECTION 3. Notice of Meetings. All notices of meetings of stockholders
shall be in writing and shall be sent or otherwise given in accordance with this
Section 3 or in accordance with Section 1 of Article XII of these bylaws not
less than ten (10) nor more than sixty (60) days before the date of the meeting
to each stockholder entitled to vote at such meeting. The notice shall specify
the place, date, and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called and, unless the special
meeting is called by the Board, the person calling the meeting. Written notice
of any meeting of stockholders, if mailed, is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation or, if electronically transmitted, as
provided in Section 1 of Article XII of these bylaws. An affidavit of the
secretary or an assistant secretary or of the transfer agent or other agent of
the Corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.
SECTION 4. Advance Notice of Stockholder Nominees and Stockholder
Business.
Nominations of persons for election to the Board and the proposal of
business to be transacted by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice with respect to such
meeting, (b) by or at the direction of the Board or (c) by any stockholder of
record of the Corporation who was a stockholder of record at the time of the
giving of the notice provided for in the following paragraph, who is entitled to
vote at the meeting and who has complied with the notice procedures set forth in
this section.
For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the foregoing
paragraph, (1) the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation, (2) such business must be a proper matter
for stockholder action under the General Corporation Law of the State of
Delaware, (3) if the stockholder, or the beneficial owner on whose behalf any
such proposal or nomination is made, has provided the Corporation with a
Solicitation Notice, as that term is defined in subclause (c)(iii) of this
paragraph, such stockholder or beneficial owner must, in the case of a proposal,
have delivered a proxy statement and form of proxy to holders of at least the
percentage of the Corporation's voting shares required under applicable law to
carry any such proposal, or, in the case of a nomination or nominations, have
delivered a proxy statement and form of proxy to holders of a percentage of the
Corporation's voting shares reasonably believed by such stockholder or
beneficial holder to be sufficient to elect the nominee or nominees proposed to
be nominated by such stockholder, and must, in either case, have included in
such materials the Solicitation Notice and (4) if no Solicitation Notice
relating thereto has been timely provided pursuant to this section, the
stockholder or beneficial owner proposing such business or nomination must not
have solicited a number of proxies sufficient to have
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required the delivery of such a Solicitation Notice under this section. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 45 or more than 75
days prior to the first anniversary (the "Anniversary") of the date on which the
Corporation first mailed its proxy materials for the preceding year's annual
meeting of stockholders; provided, however, that if the date of the annual
meeting is advanced more than 30 days prior to or delayed by more than 30 days
after the anniversary of the preceding year's annual meeting, notice by the
stockholder to be timely must be so delivered not later than the close of
business on the later of (i) the 90th day prior to such annual meeting or (ii)
the 10th day following the day on which public announcement of the date of such
meeting is first made. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person as would be required to be
disclosed in solicitations of proxies for the election of such nominees as
directors pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and such person's written consent to serve as a
director if elected; (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of such business, the reasons
for conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner, (ii) the class and number of shares of the
Corporation that are owned beneficially and of record by such stockholder and
such beneficial owner, and (iii) whether either such stockholder or beneficial
owner intends to deliver a proxy statement and form of proxy to holders of, in
the case of a proposal, at least the percentage of the Corporation's voting
shares required under applicable law to carry the proposal or, in the case of a
nomination or nominations, a sufficient number of holders of the Corporation's
voting shares to elect such nominee or nominees (an affirmative statement of
such intent, a "Solicitation Notice").
Notwithstanding anything in the second sentence of the second paragraph
of this Section 4 to the contrary, in the event that the number of directors to
be elected to the Board is increased and there is no public announcement naming
all of the nominees for director or specifying the size of the increased Board
made by the Corporation at least 55 days prior to the Anniversary, a
stockholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by the Corporation.
Only persons nominated in accordance with the procedures set forth in
this Section 4 shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
section. The chair of the meeting shall have the power and the duty to determine
whether a nomination or any business proposed to be brought before the meeting
has been made in accordance with the procedures set forth in these Bylaws and,
if any proposed nomination or business is not in compliance with these Bylaws,
to declare that such defectively proposed business or nomination shall not be
presented for stockholder action at the meeting and shall be disregarded.
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Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board may be made at a special meeting of stockholders at which directors are to
be elected pursuant to the Corporation's notice of meeting (a) by or at the
direction of the Board or (b) by any stockholder of record of the Corporation
who is a stockholder of record at the time of giving of notice provided for in
this paragraph, who shall be entitled to vote at the meeting and who complies
with the notice procedures set forth in this Section 4. Nominations by
stockholders of persons for election to the Board may be made at such a special
meeting of stockholders if the stockholder's notice required by the second
paragraph of this Section 4 shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
later of the 90th day prior to such special meeting or the 10th day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board to be elected at such meeting.
For purposes of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.
Notwithstanding the foregoing provisions of this Section 4, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 4. Nothing in this Section 4 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
SECTION 5. Waiver of Notice. Notice of any annual or special meeting of
stockholders need not be given to any stockholder entitled to vote at such
meeting who waives notice, either in writing or by electronic transmission,
whether before or after the meeting. Neither the business to be transacted at,
nor the purpose of, any meeting of stockholders need be specified in any written
waiver of notice. Attendance of a stockholder at a meeting, in person or by
proxy, shall constitute a waiver of notice of such meeting, except when the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully convened or called. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting need be specified in any
written waiver of notice unless so required by the certificate of incorporation
or these bylaws.
SECTION 6. Conduct of Business. The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him or her in order. The chairman shall have the power to
adjourn the meeting to another place, if any, date and time. The date and time
of the opening and closing of the polls for each matter upon which the
stockholders will vote at the meeting shall be announced at the meeting.
SECTION 7. Adjournments. When a meeting is adjourned to another date,
hour or place, notice need not be given of the adjourned meeting if the date,
hour and place thereof are announced at the meeting at which the adjournment is
taken. If the adjournment is for more than 30 calendar
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days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the adjourned meeting. At the adjourned meeting any
business may be transacted which might have been transacted at the original
meeting.
SECTION 8. Quorum. Except as otherwise provided by law or the
certificate of incorporation, whenever a class of stock of the Corporation is
entitled to vote as a separate class, or whenever classes of stock of the
Corporation are entitled to vote together as a single class, on any matter
brought before any meeting of the stockholders, whether annual or special,
holders of a majority of the shares of stock of such class voting as a separate
class, or classes voting together as a single class, as the case may be,
outstanding and entitled to vote thereat, present in person or by proxy, shall
constitute a quorum at any such meeting of the stockholders. If, however, such
quorum shall not be present or represented at any such meeting of the
stockholders, the stockholders entitled to vote thereat may adjourn the meeting
from time to time in accordance with Section 5 of this Article II until a quorum
shall be present or represented.
SECTION 9. Voting. Except as otherwise provided by law or the
certificate of incorporation, when a quorum is present with respect to any
matter brought before any meeting of the stockholders, the affirmative vote of
the holders of a majority of the shares constituting such quorum shall decide
any such matter.
SECTION 10. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder by proxy. Such proxy shall be filed with the Secretary before such
meeting of stockholders, at such time as the Board may require. No proxy shall
be voted or acted upon after three years from its date, unless the proxy
provides for a longer period.
SECTION 11. Stockholders' Consent in Lieu of Meeting.
(a) Any action required by the General Corporation Law of the
State of Delaware to be taken at any annual or special meeting of the
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
(b) If any stockholder (a "Proposing Stockholder") seeks to act
by written consent, the Proposing Stockholder shall, before soliciting written
consent of other stockholders, request that the Board fix a record date to
determine those persons eligible to act as stockholders by written consent on
the matter proposed. The request shall contain (i) the name and address of the
Proposing Stockholder, (ii) a representation that the Proposing Stockholder is a
stockholder of record and (iii) a description of the matter proposed for
adoption by written consent. The request shall be in writing and delivered to or
mailed to and received at the principal executive offices of the
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Corporation. In the event the Board does not fix a record date within ten days
of receipt of said request, the record date shall be set in accordance with
Article VII, Section 7 hereof. Except as otherwise required by statute, the
certificate of incorporation or these bylaws, the Board shall have the exclusive
authority to set a record date with regard to actions sought or taken under this
Section 11.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by the Board, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
certificate of incorporation directed or required to be exercised or done by the
stockholders.
SECTION 2. Number and Term of Office. The number of directors of the
Corporation shall be ten (10), until changed by a resolution duly adopted by the
Board. None of the directors need be stockholders of the Corporation. Directors
shall be elected at the annual meeting of stockholders by the holders of the
outstanding shares of Common Stock, par value $0.01 per share ("Common Stock"),
of the Corporation entitled to vote thereat, and each director shall hold office
until his successor is elected by the holders of the outstanding shares of
Common Stock and qualified, or until his earlier death or resignation or removal
in the manner hereinafter provided.
SECTION 3. Resignation, Removal and Vacancies.
(a) Any director may resign at any time upon written notice or
notice by electronic transmission to the attention of the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein
or, if the time be not specified, upon receipt by the Corporation thereof; and,
unless otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective.
(b) Unless otherwise restricted by statute or the certificate or
incorporation, when one or more directors shall resign from the Board, effective
at a future date, a majority of the directors then in office, including those
who have so resigned, shall fill such vacancy or vacancies, the vote thereon to
take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office as provided in this section in the
filling of other vacancies.
(c) Unless otherwise restricted by statute or the certificate or
incorporation, the Board shall designate a successor director in the event that
the office of any director becomes vacant by death, immediate resignation or
other reason. Each director designated to fill such a vacancy shall hold office
until the next annual election and until his successor shall be elected and
qualified.
(d) Unless otherwise provided in the certificate of incorporation
or these bylaws:
(i) Vacancies and newly created directorships resulting
from any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a
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single class shall be filled only by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director, and each director
chosen to fill such vacancies and newly created directorships shall hold office
as provided in this section in the filling of other vacancies.
(ii) Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the certificate
of incorporation, vacancies and newly created directorships of such class or
classes or series shall be filled only by a majority of the directors elected by
such class or classes or series thereof then in office, or by a sole remaining
director so elected, and each director chosen to fill such vacancies and newly
created directorships shall hold office as provided in this section in the
filling of other vacancies.
(e) Unless otherwise restricted by statute, the certificate or
incorporation or these bylaws, any director or the entire Board may be removed,
with or without cause, at any time by vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at an election of directors
or by written consent of such stockholders pursuant to Section 11 of Article II
hereof.
(f) If at any time, by reason of death or resignation or other
cause, the Corporation should have no directors in office, then any officer or
any stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of stockholders in
accordance with the provisions of the certificate of incorporation or these
bylaws, or may apply to the Court of Chancery for a decree summarily ordering an
election as provided in Section 211 of the Delaware General Corporation Law.
(g) If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten (10) percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by the provisions of Section 211 of the
Delaware General Corporation Law as far as applicable.
(h) Except as otherwise required by statute, the certificate of
incorporation or these bylaws, the shareholders shall have no power to fill
vacancies or newly created directorships on the Board.
SECTION 4. Meetings.
(a) Regular Meetings. Regular meetings of the Board may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.
(b) Other Meetings. Other meetings of the Board shall be held at
such times as the Board or the Chairman of the Board shall from time to time
determine.
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(c) Notice of Meetings. The Secretary shall give written notice
to each director of each meeting, except for regular meetings, which notice
shall state the time and place of such meeting. Notice of the time and place of
such meetings shall be (i) delivered personally by hand, by courier or by
telephone, (ii) sent by United States first-class mail, postage prepaid, (iii)
sent by facsimile, or (iv) sent by electronic mail directed to each director at
that director's address, telephone number, facsimile number or electronic mail
address, as the case may be, as shown on the Corporation's records.
If the notice is (i) delivered personally by hand, by
courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic
mail, it shall be delivered or sent at least 24 hours before the time of the
holding of the meeting. If the notice is sent by United States mail, it shall be
deposited in the United States mail at least four days before the time of the
holding of the meeting. Any oral notice may be communicated to the director. The
notice need not specify the place of the meeting (if the meeting is to be held
at the Corporation's principal executive office) nor the purpose of the meeting.
A written waiver of notice, signed by the person entitled thereto, whether
before or after the time or the meeting stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except as provided by law.
(d) Place of Meetings. The Board may hold its meetings at such
place or places, within or without the State of Delaware, as the Board or the
Chairman of the Board may from time to time determine, or as shall be designated
in the respective notices or waivers or notice thereof.
(e) Quorum, and Manner of Acting. One-half of the total number of
directors then in office (but in no case less than one-half of the total number
of directors, and not less than two if the total number of directors is greater
than one) shall be present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at such meeting, and the
vote of a majority of those directors present at any such meeting at which a
quorum is present shall be necessary for the passage of any resolution or act of
the Board, except as otherwise expressly required by law or these By-laws. In
the absence of a quorum for any such meeting, a majority of the directors
present thereat may adjourn such meeting from time to time until a quorum shall
be present.
(f) Organization. At each meeting of the Board, one of the
following shall act as chairman of the meeting and preside, in the following
order or precedence:
(i) the Chairman of the Board;
(ii) the President; or
(iii) any director chosen by a majority of the directors
present.
The Secretary or, in the case of his absence, any person (who shall be
an Assistant Secretary, if an Assistant Secretary is present) whom the chairman
shall appoint shall act as secretary of such meeting and keep the minutes
thereof.
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SECTION 5. Directors' Consent in Lieu of Meeting. Any action required or
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by all
the members of the Board or committee and such consent is filed with the minutes
of the proceedings of the Board. Written consent of members of the Board or any
committee may be evidenced in the records of the Corporation by original or
facsimile signatures, and either original or facsimile signatures shall
constitute prima facie evidence of the written consent of said member.
SECTION 6. Action by Means of Telephone or Similar Communications
Equipment. Any one or more members of the Board, or of any committee designated
by the Board, may participate in a meeting of the Board or any such committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence in person at
such meeting.
ARTICLE IV
COMMITTEES
SECTION 1. Committees of Directors. The Board may, by resolution passed
by a majority of the whole Board, designate one or more committees, with each
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board, or in the
bylaws of the Corporation, shall have and may exercise all the powers and
authority of the board of directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers that may require it; but no such committee shall have the
power or authority (i) approving or adopting or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (ii) adopting,
amending, or repealing any bylaws of the Corporation.
SECTION 2. Committee Minutes. Each committee shall keep regular minutes
of its meetings and report the same to the board of directors when required.
SECTION 3. Meetings and Action of Committees. Meetings and actions of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these bylaws, Section 4 (Meetings), Section 5
(Directors' Consent in Lieu of Meeting), and Section 6 (action by telephone or
similar communications equipment), with such changes in the context of those
bylaws as are necessary to substitute the committee and its members for the
Board and its members; provided, however, that the time of regular meetings of
committees may be determined either by resolution of the Board or by resolution
of the committee, that special meetings of committees may also be called by
resolution of the Board and that notice of special meetings of
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committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The Board may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws.
ARTICLE V
OFFICERS
SECTION 1. Executive Officers. The executive officers of the Corporation
shall be a Chairman of the Board, a President and a Secretary and may include
one or more Vice Presidents and one or more Assistant Secretaries. Any two or
more offices may be held by the same person.
SECTION 2. Authority and Duties. All officers, as between themselves and
the Corporation, shall have such authority and perform such duties in the
management of the Corporation as may be provided in these By-laws or, to the
extent not so provided, by resolution of the Board.
SECTION 3. Term of Office, Resignation and Removal. All officers shall
be elected or appointed by the Board and shall hold office for such term as may
be determined by the Board. Each officer shall hold office until his successor
has been elected or appointed and qualified or his earlier death or resignation
or removal in the manner hereinafter provided. The Board may require any officer
to give security for the faithful performance of his duties.
Any officer may resign at any time by giving written notice to the Board
or to the President or the Secretary of the Corporation, and such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective is not specified therein, at the time it is accepted by action
of the Board. Except as aforesaid, acceptance of such resignation shall not be
necessary to make it effective.
All officers and agents elected or appointed by the Board shall be
subject to removal at any time by the Board or by the stockholders of the
Corporation entitled to vote with or without cause.
SECTION 4. Vacancies. Any vacancy occurring in any office of the
Corporation, for any reason, shall be filled by action of the Board. Any officer
appointed or elected by the Board to fill any vacancy shall serve only until
such time as the unexpired term of his predecessor expires unless reelected or
reappointed by the Board.
SECTION 5. Chairman of the Board. The Chairman of the Board shall have
the power to call special meetings of the stockholders, to call special meetings
of the Board and to preside at all meetings of the stockholders and all meetings
of the Board.
SECTION 6. President. The President shall be the chief operating officer
of the Corporation and shall have general and active management and control of
the business and affairs of the Corporation subject to the control of the Board,
and shall see that all orders and resolutions of the Board are carried into
effect.
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SECTION 7. Vice Presidents. Vice Presidents, if any, in order of their
seniority or in any other order determined by the Board, shall generally assist
the President and perform such other duties as the Board or the President shall
prescribe, and in the absence or disability of the President, perform the duties
and exercise the powers of the President.
SECTION 8. Treasurer. The Treasurer, if any, shall have the care and
custody of all the funds of the Corporation and shall deposit the same in such
banks or other depositories as the Board, or any officer or officers, or any
officer and agent jointly, duly authorized by the Board, shall, from time to
time, direct or approve. He shall disburse the funds of the Corporation under
the direction of the Board, the Chairman of the Board or the President. He shall
keep a full and accurate account of all moneys received and paid on account of
the Corporation and shall render a statement of his accounts whenever the Board
shall require. He shall perform all other necessary acts and duties in
connection with the administration of the financial affairs of the Corporation
and shall generally perform all the duties usually appertaining to the office of
treasurer of a corporation.
SECTION 9. Assistant Treasurers. Assistant Treasurers, if any, in order
of their seniority or in any other order determined by the Board, shall
generally assist the Treasurer and perform such other duties as the Board or the
Treasurer shall prescribe, and, in the absence or disability of the Treasurer,
shall perform the duties and exercise the powers of the Treasurer.
SECTION 10. Secretary. The Secretary shall, to the extent practicable,
attend all meetings of the Board and all meetings of the stockholders and shall
record all votes and the minutes of all proceedings in a book to be kept for
that purpose, and shall perform like duties for any standing committees when
required. He shall give or cause to be given notice of all meetings of the
stockholders and of the Board, and shall perform such other duties as may be
prescribed by the Board or the President, under whose supervision he shall act.
He shall keep in safe custody the seal of the Corporation and affix the same to
any duly authorized instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Secretary or an Assistant Treasurer. He shall keep in safe custody the
certificate books and stockholder records and such other books and records as
the Board may direct and shall perform all other duties incident to the office
of Secretary and such other duties as from time to time may be assigned to him
by the President or the Board.
SECTION 11. Assistant Secretaries. Assistant Secretaries if any, in
order of their seniority or in any other order deter-mined by the Board, shall
generally assist the Secretary and perform such other duties as the Board or the
Secretary shall prescribe, and, in the absence or disability of the Secretary,
shall perform the duties and exercise the powers of the Secretary.
SECTION 12. Compensation. The Board, or any committee thereof designated
by the Board, shall have the power to fix the compensation of all officers of
the Corporation.
ARTICLE VI
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
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SECTION 1. Execution of Documents. The Board shall designate the
officers, employees and agents of the Corporation who shall have power to
execute and deliver deeds, contracts, mortgages, bonds, debentures, checks,
drafts and other orders for the payment of money and other documents for and in
the name of the Corporation, and may authorize such officers, employees and
agents to delegate such power (including authority to redelegate) by written
instrument to other officers, employees or agents of the Corporation; and,
unless so designated or expressly authorized by these By-laws, no officer or
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable
pecuniarily for any purpose or to any amount.
SECTION 2. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board, or any officer of the Corporation to whom power in this
respect shall have been given by the Board, shall direct.
SECTION 3. Proxies in Respect of Stock or Other Securities of Other
Corporations. The Board shall designate the officers of the Corporation who
shall have authority from time to time to appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation, and to vote or consent in respect of such
stock or securities. Such designated officers may instruct the person or persons
so appointed as to the manner of exercising such powers and rights, and such
designated officers may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal, or otherwise, such
written proxies, powers of attorney or other instruments as they may deem
necessary or proper in order that the Corporation may exercise its said powers
and rights.
ARTICLE VII
SHARES AND TRANSFER OF SHARES
SECTION 1. Certificates for Shares. Every owner of shares of stock of
the Corporation shall be entitled to have a certificate certifying the number
and class of shares of stock of the Corporation owned by him, which certificate
shall be in such form as may be prescribed by the Board. Certificates shall be
issued in consecutive order and shall be numbered in the order of their issue,
and shall be signed by or in the name of, the Corporation by the President or a
Vice President and by the Secretary, Treasurer or an Assistant Secretary.
SECTION 2. Stock Ledger. A stock ledger in one or more counterparts
shall be kept, in which shall be recorded the name of each person, firm or
corporation owning the shares evidenced by each certificate for stock of the
Corporation issued, the number of shares of stock evidenced by each such
certificate, the data thereof and, in the case of cancellation, the date of
cancellation. Except as otherwise expressly required by law, the person in whose
name shares of stock stand on the stock ledger of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation.
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SECTION 3. Transfer of Stock.
(a) The transfer of shares of stock and the certificates
evidencing such shares of stock of the Corporation shall be governed by Article
8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code),
as amended from time to time.
(b) Registration of transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation upon request of
the registered holder thereof, or of his attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the Corporation, and
upon the surrender of the certificate or certificates for such shares of stock
properly endorsed or accompanied by a stock power duly executed.
SECTION 4. Addresses of Stockholders. Each stockholder shall designate
to the Secretary of the Corporation an address at which notices of meetings and
all other corporate notices may be served or mailed to him, and, if any
stockholder shall fail to so designate such an address, corporate notices may be
served upon him by mail directed to him at his post office address, if any, as
the same appears on the share record books of the Corporation or at his last
known post office address.
SECTION 5. Lost, Destroyed and Mutilated Certificates. A holder of any
shares of stock of the Corporation shall promptly notify the Corporation of any
loss, destruction or mutilation of any certificate or certificates evidencing
all or any such shares of stock. The Board may, in its discretion, cause the
Corporation to issue a new certificate in place of any certificate theretofore
issued by it and alleged to have been mutilated, lost, stolen or destroyed, upon
the surrender of the mutilated certificates or, in the case of loss or
destruction of the certificate, upon satisfactory proof of such loss or
destruction, and the Board may, in its discretion, require the owner of the lost
or destroyed certificate or his legal representative to give the Corporation a
bond sufficient to indemnify the Corporation against any claim made against it
on account of the alleged loss, theft or destruction of any such certificate or
the issuance of such new certificate.
SECTION 6. Regulations. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these By-laws, concerning the
issue, transfer and registration of certificates for stock of the Corporation.
SECTION 7. Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board
may fix, in advance, a record date, which shall not be more than 60 nor less
than 10 calendar days before the date of such meeting, nor more than 60 calendar
days prior to any other action. A determination of stockholders entitled to
notice of or to vote at a meeting of the stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting. Except as otherwise provided by statute,
the certificate of incorporation or these bylaws, the Board shall have the
exclusive right to set a record date.
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In order that the Corporation may determine the stockholders entitled to
consent to corporate action without a meeting (including by telegram, cablegram
or other electronic transmission as permitted by law) the Board may fix a record
date, which shall not precede the date upon which the resolution fixing the
record date is adopted by the Board, and which record date shall not be more
than 10 days after the date upon which the resolution fixing the record date is
adopted. If no record date has been fixed by the Board within the 10-day period
prescribed by Article II, Section 11 hereof, and no prior action by the Board is
required by the Delaware General Corporation Law, the record date shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation in the manner prescribed by
Article II, Section 11 hereof. If no record date has been fixed by the Board and
prior action by the Board is required by the Delaware General Corporation Law
with respect to the proposed action by written consent of the stockholders, the
record date for determining stockholders entitled to consent to corporate action
in writing shall be at the close of the business day on which the Board adopts a
resolution taking such prior action.
ARTICLE VIII
SEAL
The Board may provide a corporate seal, which shall be in the form of a
circle and shall bear the full name of the Corporation and the words and figures
"CORPORATE SEAL 1989 DELAWARE".
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall end on the thirtieth day of
September in each year, unless changed by resolution of the Board.
ARTICLE X
AMENDMENTS
Any by-law (including these By-laws) may be adopted, amended or repealed
by the vote of the holders of a majority of the outstanding shares of Common
Stock of the Corporation entitled to vote at an election of directors or by
written consent of such holders of Common Stock of the Corporation pursuant to
Section 11 of Article II hereof or by vote of the Board or by written consent of
the directors pursuant to Section 5 of Article III hereof.
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ARTICLE XI
INDEMNITY
SECTION 1. Indemnification of Directors and Officers. The Corporation
shall, to the maximum extent and in the manner permitted by the General
Corporation Law of Delaware, indemnify each of its directors and officers
against expenses (including attorneys' fees), judgments, fines, settlements, and
other amounts actually and reasonably incurred in connection with any
proceeding, arising by reason of the fact that such person is or was an agent of
the Corporation. For purposes of this Section 1 of Article XI, a "director" or
"officer" of the Corporation includes any person (i) who is or was a director or
officer of the Corporation, (ii) who is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or (iii) who was a director or officer of a
corporation which was a predecessor corporation of the Corporation or of another
enterprise at the request of such predecessor corporation.
SECTION 2. Indemnification of Others. The Corporation shall, to the
extent and in the manner permitted by the General Corporation Law of Delaware,
to indemnify each of its employees and agents (other than directors and
officers) against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the Corporation. For purposes of this Section 2 of Article XI, an
"employee" or "agent" of the Corporation (other than a director or officer)
includes any person (i) who is or was an employee or agent of the Corporation,
(ii) who is or was serving at the request of the Corporation as an employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was an employee or agent of a corporation which was a
predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation.
SECTION 3. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of the General Corporation Law of
Delaware.
ARTICLE XII
NOTICE BY ELECTRONIC TRANSMISSION
SECTION 1. Notice by Electronic Transmission. Without limiting the
manner by which notice otherwise may be given effectively to stockholders
pursuant to the General Corporation Law of Delaware, the certificate of
incorporation or these bylaws, any notice to stockholders given by the
Corporation under any provision of the General Corporation Law of Delaware, the
certificate of incorporation or these bylaws shall be effective if given by a
form of electronic transmission consented to by the stockholder to whom the
notice is given. Any such consent shall be revocable
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by the stockholder by written notice to the Corporation. Any such consent shall
be deemed revoked if:
(a) the Corporation is unable to deliver by electronic
transmission two consecutive notices given by the Corporation in accordance with
such consent; and
(b) such inability becomes known to the secretary or an assistant
secretary of the Corporation or to the transfer agent, or other person
responsible for the giving of notice.
However, the inadvertent failure to treat such inability as a revocation shall
not invalidate any meeting or other action.
Any notice given pursuant to the preceding paragraph shall be deemed
given:
(i) if by facsimile telecommunication, when directed to a number at
which the stockholder has consented to receive notice;
(ii) if by electronic mail, when directed to an electronic mail
address at which the stockholder has consented to receive notice;
(iii) if by a posting on an electronic network together with
separate notice to the stockholder of such specific posting, upon the later of
(A) such posting and (B) the giving of such separate notice; and
(iv) if by any other form of electronic transmission, when directed
to the stockholder.
An affidavit of the secretary or an assistant secretary or of the
transfer agent or other agent of the Corporation that the notice has been given
by a form of electronic transmission shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.
SECTION 2. Definition of Electronic Transmission. An "electronic
transmission" means any form of communication, not directly involving the
physical transmission of paper, that creates a record that may be retained,
retrieved, and reviewed by a recipient thereof, and that may be directly
reproduced in paper form by such a recipient through an automated process.
SECTION 3. Inapplicability. Notice by a form of electronic transmission
shall not apply to Sections 164, 296, 311, 312 or 324 of the General Corporation
Law of Delaware.
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SANMINA-SCI CORPORATION
CERTIFICATE OF AMENDMENT OF BYLAWS
==========================
The undersigned hereby certifies that he is the duly elected, qualified,
and acting Secretary of Sanmina-SCI Corporation, a Delaware corporation and that
the foregoing bylaws, comprising 17 pages, were amended and restated on December
7, 2001 by the Corporation's board of directors.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th
day of December, 2001.
/s/ Christopher D. Mitchell
------------------------------------
Christopher D. Mitchell
Secretary
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