BYLAWS
OF
MENTOR GRAPHICS CORPORATION
ARTICLE I
SHAREHOLDERS
1.1. Annual Meeting. The annual meeting of the shareholders of the corporation
for the purpose of electing directors and for the transaction of such other
business as may properly be brought before the meeting shall be held on such
date and at such time as may be designated from time to time by the Board of
Directors.
1.2 Failure to Hold Annual Meeting. If the annual meeting is not held at the
designated time, the President or the Board of Directors may call the annual
meeting at a time fixed by the calling party not more than 60 days after the
designated time by proper notice designating the meeting as the annual meeting.
If the annual meeting is not held at the designated time or during the 60-day
period thereafter, the annual meeting may be called by the holders of not less
than one-tenth of all the shares entitled to vote at the meeting. In such event,
notice shall be given not more than 15 days after the expiration of such 60-day
period. The notice shall fix the time of the meeting at the earliest date
permissible under the applicable notice requirements.
1.3 Special Meetings. Special meetings of the shareholders may be called by the
President or by the Board of Directors, and shall be called by the President or
the Board of Directors at the request of the holders of not less than one-tenth
of all the votes entitled to be cast on any issue proposed to be considered at
the meeting. A demand by shareholders to hold a special meeting shall be signed,
dated and delivered to the Secretary, and shall set forth the information
required by Section 1.13(b)(2) of these bylaws. The Board of Directors or the
President shall have the sole power to determine the place, time and date for
any special meeting of shareholders, and to set a record date for the
determination of shareholders entitled to vote at such meeting in the manner set
forth in Section 1.7 hereof. Following such determination, it shall be the duty
of the secretary to cause notice to be given to the shareholders entitled to
vote at such meeting, in the manner set forth in Section 1.5 hereof, that a
meeting will be held at the place, time and date so determined by the Board of
Directors or the President.
1.4 Place of Meetings. Meetings of the shareholders shall be held at the
principal business office of the corporation or at such other place as may be
determined by the Board of Directors.
1.5. Notice of Meetings. Written or printed notice stating the place, day and
time of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be mailed to each shareholder entitled to
vote at the meeting at the shareholder's address as it appears on the stock
transfer records of the corporation, with postage thereon prepaid, not less than
10 nor more than 60 days before the date of the meeting, solely by or at the
direction of the President or the Secretary of the corporation. Any previously
scheduled annual or special meeting of the shareholders may be postponed, and
any previously scheduled annual or special meeting of the shareholders called by
the Board of
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Directors may be canceled, by resolution of the Board of Directors upon public
notice given prior to the time previously scheduled for such meeting of
shareholders.
1.6 Waiver of Notice. Whenever any notice is required to be given to any
shareholder of the corporation, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
1.7 Record Date.
(a) The Board of Directors may fix a record date for the purpose of
determining shareholders entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote or to take any other action, which date shall
not be more than 70 days before the meeting or action requiring a determination
of shareholders.
(b) If no record date is fixed for the determination of shareholders
entitled to notice of and to vote at a shareholders' meeting, the record date
shall be the close of business on the day before the first notice is delivered
to shareholders.
(c) A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting.
1.8 Voting Records. The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least 10 days before each
meeting of shareholders, a complete record of the shareholders entitled to vote
at such meeting, or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which record, for a
period of 10 days prior to such meeting, shall be kept on file at the registered
office of the corporation and shall be subject to inspection by any shareholder
at any time during usual business hours. Such record shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
stock transfer book shall be prima facie evidence as to who are the shareholders
entitled to examine such record or transfer books or to vote at any meeting of
shareholders. Failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
1.9. Quorum; Adjournments.
(a) Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. A majority of the votes entitled to be cast on the matter by the voting
group constitutes a quorum of that voting group for action on that matter.
(b) Any meeting of shareholders, annual or special, may be adjourned solely
by the chairman of the meeting from time to time to reconvene at the same or
some other time, date and place, and notice need not be given of any such
adjourned meeting if the time, date and place thereof are announced at the
meeting at which the adjournment is taken. The shareholders present at a meeting
shall not have authority to adjourn the meeting. At the adjourned meeting at
which a quorum is present, the
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shareholders may transact any business which might have been transacted at the
original meeting. If after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.
(c) Once a share is represented for any purpose at a meeting, it shall 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. A new record date must be set if the meeting is adjourned to
a date more than 120 days after the original date fixed for the meeting.
1.10 Manner of Acting. Unless otherwise required by law or the articles of
incorporation, any question submitted to the shareholders shall be approved if
the number of shares voted in favor of such question exceeds the number of
shares voted in opposition. Any action which is required or permitted to be
taken by the shareholders at a meeting may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by all of the
shareholders entitled to vote on the matter. The action shall be effective on
the date when the last signature is placed on the consent or at such earlier
time as is set forth therein. Such consent, which shall have the same effect as
a unanimous vote of the shareholders, shall be filed with the minutes of the
corporation.
1.11 Proxies. At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by a duly authorized attorney in fact.
The proxy shall be filed with the Secretary of the corporation before or at the
time of the meeting. No proxy shall be valid after 11 months from the date of
its execution, unless otherwise provided in the proxy.
1.12 Voting of Shares by Certain Holders.
(a) Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of such corporation may prescribe, or, in
the absence of such provision, as the board of directors of such corporation may
determine.
(b) Shares held by an administrator, executor, guardian or conservator may
be voted by the holder, either in person or by proxy, without a transfer of such
shares into the holder's name. Shares standing in the name of a trustee may be
voted by that trustee, either in person or by proxy, but no trustee shall be
entitled to vote shares without a transfer of such shares into the trustee's
name.
(c) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into the receiver's name if authority
to do so is contained in an appropriate order of the court by which such
receiver was appointed.
(d) A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
(e) Neither treasury shares, nor shares of its own stock held by the
corporation in a fiduciary capacity, nor shares held by another corporation if a
majority of the shares entitled to vote for the election of directors of such
other corporation is held by the corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.
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1.13. Notice of Shareholder Business and Nominations.
(a) Annual Meetings of Shareholders. (1) Nominations of persons for
election to the Board of Directors of the corporation and the proposal of
business to be considered by the shareholders may be made at an annual meeting
of shareholders only (i) pursuant to the corporation's notice of meeting
delivered pursuant to Section 1.5 of these bylaws (or any supplement thereto),
(ii) by or at the direction of the Board of Directors or the Chairman of the
Board or (iii) by any shareholder of the corporation who was a shareholder of
record of the corporation at the time the notice provided for in this Section
1.13 is delivered to the Secretary of the corporation, who is entitled to vote
at the meeting and who complies with the notice procedures set forth in
subparagraphs (2) and (3) of this paragraph (a) in this Section 1.13.
(2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of
this Section 1.13, the shareholder must have given timely notice thereof in
writing to the Secretary of the corporation and such other business must
otherwise be a proper matter for shareholder action as determined by the Board
of Directors. To be timely, a shareholder's notice shall be delivered to the
Secretary at the principal executive offices of the corporation not later than
the close of business on the ninetieth day nor earlier than the close of
business on the one hundred twentieth day prior to the first anniversary of the
preceding year's annual meeting (provided, however, that in the event that the
date of the annual meeting is more than thirty days before or more than seventy
days after such anniversary date, notice by the shareholder must be so delivered
not earlier than the close of business on the one hundred twentieth day prior to
such annual meeting and not later than the close of business on the later of the
ninetieth day prior to such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first made by the
corporation). In no event shall the public announcement of an adjournment or
postponement of an annual meeting of shareholders commence a new time period (or
extend any time period) for the giving of a shareholder's notice as described
above. Such shareholder's notice shall set forth: (i) as to each person whom the
shareholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(and such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (ii) as to any other business
that the shareholder proposes to bring before the annual meeting, a brief
description of the business desired to be brought before the annual meeting, the
text of the proposal or business (including the text of any resolutions proposed
for consideration and in the event that such business includes a proposal to
amend the bylaws of the corporation, the language of the proposed amendment),
the reasons for conducting such business at the annual meeting and any material
interest in such business of such shareholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (iii) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (A) the name and address of such shareholder, as they appear on
the corporation's books, and of such beneficial owner, (B) the class and number
of shares of capital stock of the corporation which are owned beneficially and
of record by such shareholder and such beneficial owner, (C) a representation
that the shareholder is a holder of record of stock of the corporation entitled
to vote at such annual meeting and intends to appear in person or by proxy at
the annual meeting to propose such business or nomination, and (D) a
representation whether the shareholder or the beneficial owner, if any, intends
or is part of a group which intends to (1) deliver a proxy statement and/or form
of proxy to holders of at least the percentage of the
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corporation's outstanding capital stock required to approve or adopt the
proposal or elect the nominee and/or (2) otherwise solicit proxies from
shareholders in support of such proposal or nomination. The corporation may
require any proposed nominee to furnish such other information as it may
reasonably require to determine the eligibility of such proposed nominee to
serve as a director of the corporation.
(3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 1.13 to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the corporation at an
annual meeting is increased and there is no public announcement by the
corporation naming all of the nominees for director or specifying the size of
the increased Board of Directors at least one hundred days prior to the first
anniversary of the preceding year's annual meeting, a shareholder's notice
required by this Section 1.13 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 tenth day following the
day on which such public announcement is first made by the corporation.
(b) Special Meetings of Shareholders. (1) Only such business shall be
conducted at a special meeting of shareholders as shall have been described in
the corporation's notice of meeting given pursuant to Section 1.5 of these
bylaws. Nominations of persons for election to the Board of Directors may be
made at a special meeting of shareholders only (i) by or at the direction of the
Board of Directors or the Chairman of the Board or (ii) by any shareholder of
the corporation who is a shareholder of record at the time the notice provided
for in this Section 1.13(b) is delivered to the Secretary of the corporation,
who is entitled to vote at the special meeting and who complies with the notice
procedures set forth in paragraph (b)(2) of this Section 1.13. In the event a
special meeting of shareholders is called for the purpose of electing one or
more directors to the Board of Directors, any such shareholder entitled to vote
in such election of directors may nominate a person or persons (as the case may
be) for election to such position(s) as specified in the corporation's notice of
meeting, if the shareholder's notice containing the information and as otherwise
required by paragraph (b)(2) of this Section 1.13 shall be delivered to the
Secretary at the principal executive offices of the corporation not later than
the close of business on the tenth 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 of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment or postponement of a
special meeting commence a new time period (or extend any time period) for the
giving of a shareholder's notice as described above.
(2) For nominations to be properly brought before a special meeting by
a shareholder pursuant to clause (ii) of paragraph (b)(1) of this Section 1.13,
the shareholder's notice must contain the information required by this
paragraph. For any other business to be properly brought before a special
meeting by a shareholder, such other business must be a proper matter for
shareholder action and the shareholder's demand for the special meeting pursuant
to Section 1.3 of these bylaws must contain the information required by this
paragraph. Such shareholder's notice or demand shall set forth: (i) as to each
person whom the shareholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Exchange Act and Rule 14a-11 thereunder (and such person's written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected); (ii) as to any other business that the shareholder proposes to
bring before the special meeting, a brief description of the business desired to
be brought before the special meeting, the text of the proposal or business
(including the text of any resolutions proposed for consideration and in the
event that such business includes a proposal to
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amend the bylaws of the corporation, the language of the proposed amendment),
the reasons for conducting such business at the special meeting and any material
interest in such business of such shareholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (iii) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (A) the name and address of such shareholder, as they appear on
the corporation's books, and of such beneficial owner, (B) the class and number
of shares of capital stock of the corporation which are owned beneficially and
of record by such shareholder and such beneficial owner, (C) a representation
that the shareholder is a holder of record of stock of the corporation entitled
to vote at such special meeting and intends to appear in person or by proxy at
the special meeting to propose such business or nomination, and (D) a
representation whether the shareholder or the beneficial owner, if any, intends
or is part of a group which intends to (1) deliver a proxy statement and/or form
of proxy to holders of at least the percentage of the corporation's outstanding
capital stock required to approve or adopt the proposal or elect the nominee
and/or (2) otherwise solicit proxies from shareholders in support of such
proposal or nomination. The corporation may require any proposed nominee to
furnish such other information as it may reasonably require to determine the
eligibility of such proposed nominee to serve as a director of the corporation.
(c) General. (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 1.13 shall be eligible to be elected at an
annual or special meeting of shareholders of the corporation to serve as
directors and only such business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 1.13. Except as otherwise provided by law, the
chairman of the meeting shall have the power and duty to (i) determine whether a
nomination or any business proposed to be brought before an annual or special
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 1.13 and (ii) if any proposed nomination or
business is not in compliance with this Section 1.13 (including whether the
shareholder or beneficial owner, if any, on whose behalf the nomination or
proposal is made solicits (or is part of a group which solicits), or fails to so
solicit (as the case may be), proxies in support of such shareholder's nominee
or proposal in compliance with such shareholder's representation as required by
clause (iii)(D) of Section (a)(2) or clause (iii)(D) of Section (b)(2) of this
Section 1.13), to declare that such nomination shall be disregarded or that such
proposed business shall not be transacted.
(2) For purposes of this Section 1.13, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or 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.
(3) Notwithstanding the foregoing provisions of this Section 1.13, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 1.13. Nothing in this Section 1.13 shall be deemed to
affect any rights of shareholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
1.14. Conduct of Meetings. Meetings of shareholders shall be presided over by
the President or by another chairman designated by the Board of Directors. The
date and time of the opening and the closing of the polls for each matter upon
which the shareholders will vote at a meeting shall be determined by the
chairman of the meeting and announced at the meeting. The Board of Directors may
adopt by
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resolution such rules and regulations for the conduct of the meeting of
shareholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the
chairman of any meeting of shareholders shall have the exclusive right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to shareholders of record of the
corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall determine; (iv) restrictions on entry to
the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board of Directors or the chairman of
the meeting, meetings of shareholders shall not be required to be held in
accordance with the rules of parliamentary procedure.
ARTICLE II
BOARD OF DIRECTORS
2.1 General Powers. The business and affairs of the corporation shall be managed
by its Board of Directors.
2.2 Number, Tenure and Qualification. The number of directors of the corporation
shall be set by resolution of the Board or action of the company's shareholders,
and the number of directors shall be not less than 5 or more than 9. The
directors shall hold office until the next annual meeting of shareholders and
until their successors shall have been elected and qualified. Directors need not
be residents of the State of Oregon or shareholders of the corporation. The
number of directors may be increased or decreased from time to time by
resolution or by amendment to the bylaws, but no decrease shall have the effect
of shortening the term of any incumbent director.
2.3 Regular Meetings. A regular meeting of the Board of Directors shall be held
without other notice than this bylaw immediately after, and at the same place
as, the annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Oregon,
for the holding of additional regular meetings without other notice than the
resolution.
2.4 Special Meetings. Special meetings of the Board of Directors may be called
by or at the request of the President or by one-third of the directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Oregon, as the place
for holding any special meeting of the Board of Directors called by them.
2.5. Notice. Notice of the date, time and place of any special meeting of the
Board of Directors shall be given at least 48 hours prior to the meeting by
notice communicated in person, by telephone, telegraph, teletype, telecopy,
e-mail, other form of wire or wireless communication, mail or private carrier.
Notice shall be deemed effective when received by or on behalf of the director.
Notice of any regular or special meeting need not describe the purposes of the
meeting unless required by law or the Articles of Incorporation.
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2.6. Waiver of Notice. A director may at any time waive any notice required by
law, these bylaws or the Articles of Incorporation. Except as set forth below,
the waiver must be in writing, be signed by the director entitled to the notice,
specify the meeting for which notice is waived and be filed with the minutes or
corporate records. A director's attendance at or participation in a meeting
waives any required notice to the director of the meeting unless the director at
the beginning of the meeting, or promptly upon the director's arrival, objects
to holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to any action taken at the meeting.
2.7 Quorum. A majority of the number of directors fixed by Section 2.2 of this
Article II shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors.
2.8 Chairman; Manner of Acting.
(a) The Board of Directors shall appoint a chairman from among the members
of the Board who shall preside at all meetings of the Board. The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a different number is
provided by law, the articles of incorporation or these bylaws.
(b) Members of the Board of Directors may hold a board meeting by
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at the meeting.
(c) Any action which is required or permitted to be taken by the directors
at a meeting may be taken without a meeting if a consent in writing setting
forth the action so taken is signed by all of the directors entitled to vote on
the matter. The action shall be effective on the date when the last signature is
placed on the consent or at such earlier time as is set forth therein. Such
consent, which shall have the same effect as a unanimous vote of the directors,
shall be filed with the minutes of the corporation.
2.9 Vacancies. Except as hereinafter provided, any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors, or by a
sole remaining director. Any directorship to be filled by reason of any increase
in the number of directors of the corporation fixed by the bylaws may be filled
by the affirmative vote of a majority of the number of directors fixed by the
bylaws prior to such increase; provided that not more than two such
directorships may be filled by the directors during any one period between
annual meetings of the shareholders of the corporation. Any such directorship
not so filled by the directors shall be filled by election at the next annual
meeting of shareholders or at a special meeting of shareholders called for that
purpose. A director elected to fill a vacancy shall be elected to serve until
the next annual meeting of shareholders and until a successor shall be elected
and qualified.
2.10 Compensation. By resolution of the Board of Directors, the directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
2.11 Presumption of Assent. A director of the corporation who is present at a
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the
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action taken unless the director's dissent to the action is entered in the
minutes of the meeting or unless a written dissent to the action is filed with
the person acting as the secretary of the meeting before the adjournment thereof
or forwarded by certified or registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting. The right to dissent shall not
apply to a director who voted in favor of the action.
2.12 Transactions with Directors.
(a) Any contract or other transaction or determination between the
corporation and one or more of its directors, or between the corporation and
another party in which one or more of its directors are interested, shall be
valid notwithstanding the relationship or interest or the presence or
participation of such director or directors in a meeting of the Board of
Directors or a committee thereof which acts upon or in reference to such
contract, transaction, or determination, if: the fact of such relationship or
interest is disclosed or known to the Board of Directors or committee and it
authorizes, approves or ratifies the contract, transaction or determination by a
vote or consent sufficient for the purpose without counting the votes or
consents of such interested directors; or the fact of such relationship or
interest is disclosed or known to the shareholders entitled to vote and they
authorize, approve or ratify such contract, transaction or determination by vote
or written consent; or the contract, transaction or determination is fair and
reasonable to the corporation.
(b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or committee which
authorizes or ratifies such contract, transaction or determination. The
interested directors shall not be disqualified from voting as shareholders for
ratification or approval of such contract, transaction or determination.
(c) None of the provisions of this section shall invalidate any contract,
transaction or determination which would otherwise be valid under applicable
law.
2.13 Removal. All or any number of the directors may be removed, with or without
cause, at a meeting called expressly for that purpose, by a vote of the holders
of a majority of the shares then entitled to vote at an election of directors.
ARTICLE III
EXECUTIVE COMMITTEE
3.1 Designation. The Board of Directors may designate two or more directors to
constitute an executive committee. The designation of an executive committee,
and the delegation of authority to it, shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law. No
member of the executive committee shall continue to be a member thereof after
ceasing to be a director of the corporation. The Board of Directors shall have
the power at any time to increase or decrease the number of members of the
executive committee, to fill vacancies thereon, to change any member thereof and
to change the functions or terminate the existence thereof.
3.2 Powers. During the interval between meetings of the Board of Directors, and
subject to such limitations as may be imposed by resolution of the Board of
Directors, the executive committee may have and may exercise all the authority
of the Board of Directors in the management of the corporation,
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provided that the executive committee shall not have the authority of the Board
of Directors in reference to amending the articles of incorporation; adopting a
plan of merger or consolidation; recommending to the shareholders the sale,
lease, exchange, mortgage, pledge or other disposition of all or substantially
all the property and assets of the corporation otherwise than in the usual
regular course of its business; recommending to the shareholders a voluntary
dissolution of the corporation or a revocation thereof; or amending the bylaws
of the corporation.
3.3 Procedures; Meetings; Quorum.
(a) The Board of Directors shall appoint a chairman from among the members
of the executive committee and shall appoint a secretary who may, but need not,
be a member of the executive committee. The chairman shall preside at all
meetings of the executive committee and the secretary of the executive committee
shall keep a record of its acts and proceedings.
(b) Regular meetings of the executive committee, of which no notice shall
be necessary, shall be held on such days and at such places as shall be fixed by
resolution adopted by the executive committee. Special meetings of the executive
committee shall be called at the request of the President or of any member of
the executive committee, and shall be held upon such notice as is required by
these bylaws for special meetings of the Board of Directors, provided that
notice by word of mouth or telephone shall be sufficient if received not later
than the day immediately preceding the day of the meeting.
(c) Attendance of any member of the executive committee at a meeting shall
constitute a waiver of notice of the meeting. A majority of the executive
committee, from time to time, shall be necessary to constitute a quorum for the
transaction of any business, and the act of a majority of the members present at
a meeting at which a quorum is present shall be the act of the executive
committee. Members of the executive committee may hold a meeting of 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 such a meeting shall constitute presence in person at the
meeting.
(d) Any action which may be taken at a meeting of the executive committee
may be taken without a meeting if a consent in writing setting forth the actions
so taken shall be signed by all members of the executive committee entitled to
vote with respect to the subject matter thereof. The action shall be effective
on the date when the last signature is placed on the consent or at such earlier
time as is set forth therein. The consent shall have the same effect as a
unanimous vote of the executive committee.
(e) The Board of Directors may vote to pay the members of the executive
committee a reasonable fee as compensation for attendance at meetings of the
executive committee.
ARTICLE IV
OFFICERS
4.1 Number. The officers of the corporation shall be a President and Chief
Executive Officer, one or more Senior Vice Presidents, one or more Vice
Presidents, a Secretary, and a Treasurer. Such other officers and assistant
officers as may be deemed necessary may be appointed by the Board of Directors
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and shall have such powers and duties as may be prescribed by the Board of
Directors. Any two or more offices may be held by the same person.
4.2 Election 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 the annual meeting of the shareholders. If the
appointment of officers shall not be held at the meeting, it shall be held as
soon thereafter as is convenient. Each officer shall hold office until a
successor shall have been duly appointed and shall have qualified or until the
officer's death, resignation or removal in the manner hereinafter provided.
4.3 Removal. Any officer or agent appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgment the best interests of
the corporation would be served thereby, but removal shall be without prejudice
to the contract rights, if any, of the person so removed. Appointment of an
officer or agent shall not of itself create contract rights.
4.4 Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
4.5 President and Chief Executive Officer. The President and Chief Executive
Officer (herein referred to as the "President") shall be the chief executive
officer of the corporation and shall be in general charge of its business and
affairs, subject to the control of the Board of Directors. The President shall
preside at all meetings of the shareholders. The President may execute on behalf
of the corporation all contracts, agreements, stock certificates and other
instruments, including all contracts, agreements and instruments calling for the
signature of the president of the corporation. The President shall from time to
time report to the Board of Directors all matters within the President's
knowledge affecting the corporation which should be brought to the attention of
the Board. The President may vote all shares of stock in other corporations
owned by the corporation and shall be empowered to execute proxies, waivers of
notice, consents and other instruments in the name of the corporation with
respect to such stock. The President shall perform such other duties as may be
required by the Board of Directors.
4.6 Senior Vice President. In the absence of the President, or in the event of
the President's death, inability or refusal to act, the Senior Vice President
(or, if there is more than one Senior Vice President, the Senior Vice
Presidents, in the order designated by the Board of Directors, or in the absence
of any designation, then in the order of their appointment) shall perform the
duties of the President, and when so acting, shall have all of the powers of and
be subject to all restrictions upon the President. The Senior Vice Presidents
may vote all shares of stock in other corporations owned by the corporation and
shall be empowered to execute proxies, waivers of notice, consents and other
instruments in the name of the corporation with respect to such stock. The
Senior Vice Presidents shall perform such other duties as may be assigned from
time to time by the President or by the Board of Directors.
4.7 Vice Presidents. In the absence of the Senior Vice President or in the event
of the death, inability or refusal to act of the Senior Vice President, the Vice
President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated at the time of their appointment, or in the
absence of any designation, then in the order of their appointment) shall
perform the duties of the President, and when so acting shall have all of the
powers of, and be subject to all the restrictions upon, the President. Any Vice
President shall perform such other duties as may be assigned from time to time
by the President or the Board of Directors.
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4.8 Secretary. The Secretary shall keep the minutes of all meetings of the
directors and shareholders, and shall have custody of the minute books and other
records pertaining to the corporate business. The Secretary may vote all shares
of stock in other corporations owned by the corporation and shall be empowered
to execute proxies, waivers of notice, consents and other instruments in the
name of the corporation with respect to such stock. The Secretary shall
countersign all stock certificates and other instruments requiring the seal of
the corporation and shall perform such other duties as may be required by the
Board of Directors. In the absence of the Secretary, an Assistant Secretary may
perform the duties of the Secretary.
4.9 Treasurer. Subject to the direction and control of the Senior Vice President
and Chief Financial Officer, the Treasurer shall be legal custodian of all
moneys, notes, securities and other valuables that may come into the possession
of the corporation. The Treasurer shall deposit all funds of the corporation
which come into the Treasurer's hands in depositories which the Board of
Directors may designate. The Treasurer shall pay the funds out only on the check
of the corporation signed in the manner authorized by the Board of Directors.
The Treasurer shall perform such other duties as the Senior Vice President and
Chief Financial Officer may require. In the absence of the Treasurer, an
Assistant Treasurer may perform the duties of the Treasurer.
4.10 Salaries. The salaries of officers shall be fixed from time to time by the
Board of Directors and no officer shall be prevented from receiving such salary
because the officer is also a director of the corporation.
ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES
AND OTHER AGENTS
5.1 Directors and Officers. The corporation shall indemnify its directors and
officers to the fullest extent permitted by the Oregon Business Corporation Act
(Act), as the same exists or may hereafter be amended (but, in the case of
alleged occurrences of actions or omissions preceding any such amendment, only
to the extent that such amendment permits the corporation to provide broader
indemnification rights than the Act permitted the corporation to provide prior
to such amendment).
5.2 Employees and Other Agents. The corporation shall have power to indemnify
its employees and other agents as set forth in the Act.
5.3 No Presumption of Bad Faith. The termination of any proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal proceeding, that the person had reasonable cause to believe that
the conduct was unlawful.
5.4 Advances of Expenses. The expenses incurred by a director or officer in any
proceeding shall be paid by the corporation in advance at the written request of
the director or officer, if the director or officer:
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(a) furnishes the corporation a written affirmation of such person's good
faith belief that such person is entitled to be indemnified by the corporation;
and
(b) furnishes the corporation a written undertaking to repay such advance
to the extent that it is ultimately determined by a court that such person is
not entitled to be indemnified by the corporation. Such advances shall be made
without regard to the person's ability to repay such expenses and without regard
to the person's ultimate entitlement to indemnification under this bylaw or
otherwise.
5.5 Enforcement. Without the necessity of entering into an express contract, all
rights to indemnification and advances under this bylaw shall be deemed to be
contractual rights and be effective to the same extent and as if provided for in
a contract between the corporation and the director or officer who serves in
such capacity at any time while this bylaw and relevant provisions of the Act
and other applicable law, if any, are in effect. Any right to indemnification or
advances granted by this bylaw to a director or officer shall be enforceable by
or on behalf of the person holding such right in any court of competent
jurisdiction if (a) the claim for indemnification or advances is denied, in
whole or in part, or (b) no disposition of such claim is made within ninety (90)
days of request therefor. The claimant in such enforcement action, if successful
in whole or in part, shall be entitled to be paid also the expense of
prosecuting a claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in connection with any
proceeding in advance of its final disposition when the required affirmation and
undertaking have been tendered to the corporation) that the claimant has not met
the standards of conduct which make it permissible under the Act for the
corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the corporation. Neither the failure of the
corporation (including its Board of Directors, independent legal counsel or its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because the claimant has met the applicable standard of conduct set forth in the
Act, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its shareholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
5.6 Non-Exclusivity of Rights. The rights conferred on any person by this bylaw
shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Articles of Incorporation,
bylaws, agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in the person's official capacity and as to action in another
capacity while holding office. The corporation is specifically authorized to
enter into individual contracts with any or all of its directors, officers,
employees or agents respecting indemnification and advances, to the fullest
extent permitted by the law.
5.7 Survival of Rights. The rights conferred on any person by this bylaw shall
continue as to a person who has ceased to be a director, officer, employee or
other agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
5.8 Insurance. To the fullest extent permitted by the Act, the corporation, upon
approval by the Board of Directors, may purchase insurance on behalf of any
person required or permitted to be indemnified pursuant to this bylaw.
Page 13 - Bylaws of Mentor Graphics Corporation
5.9 Amendments. Any repeal of this bylaw shall only be prospective and no repeal
or modification hereof shall adversely affect the rights under this bylaw in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any agent of the corporation.
5.10 Savings Clause. If this bylaw or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, the corporation shall
indemnify each director, officer or other agent to the fullest extent permitted
by any applicable portion of this bylaw that shall not have been invalidated, or
by any other applicable law.
5.11 Certain Definitions. For the purposes of this bylaw, the following
definitions shall apply:
(a) The term "proceeding" shall be broadly construed and shall include,
without limitation, the investigation, preparation, prosecution, defense,
settlement and appeal of any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative.
(b) The term "expenses" shall be broadly construed and shall include,
without limitation, expense of investigations, judicial or administrative
proceedings or appeals, attorneys fees and disbursements and any expenses of
establishing a right to indemnification under Section 5.5 of this bylaw, but
shall not include amounts paid in settlement, judgments or fines.
(c) The term "corporation" shall include, in addition to the resulting or
surviving corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this bylaw with respect to the resulting or surviving corporation as the
person would have with respect to such constituent corporation if its separate
existence had continued.
(d) References to a "director," "officer," "employee," or "agent" of the
corporation shall include, without limitation, situations where such person is
serving at the request of the corporation as a director, officer, employee,
trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise.
(e) References to "other enterprises" shall include employee benefit plans;
references to "fines" in the Act shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner the person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this bylaw.
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ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Certificates for Shares.
(a) Certificates representing shares of the corporation shall be in such
form as shall be determined by the Board of Directors. Such certificates shall
be signed by the President or a Vice President and by the Secretary or an
Assistant Secretary and may be sealed with the seal of the corporation or a
facsimile thereof. All certificates for shares shall be consecutively numbered
or otherwise identified.
(b) The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall he issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the corporation as the Board of Directors may prescribe.
6.2 Transfer of Shares. Transfer of shares of the corporation shall be made only
on the stock transfer books of the corporation by the holder of record thereof
or by the holder's legal representative, who shall furnish proper evidence of
authority to transfer, or by the holder's attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the corporation. The
person in whose name shares stand on the books of the corporation shall he
deemed by the corporation to be the owner thereof for all purposes.
6.3 Transfer Agent and Registrar. The Board of Directors may from time to time
appoint one or more Transfer Agents and one or more Registrars for the shares of
the corporation, with such powers and duties as the Board of Directors shall
determine by resolution. The signatures of the President or Vice President and
the Secretary or Assistant Secretary upon a certificate may be facsimiles if the
certificate is manually signed on behalf of a Transfer Agent or by a Registrar
other than the corporation itself or an employee of the corporation.
6.4 Officer Ceasing to Act. In case any officer who has signed or whose
facsimile signature has been placed upon a stock certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if the signer were such officer at the date
of its issuance.
6.5 Fractional Shares. The corporation shall not issue certificates for
fractional shares.
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ARTICLE VII
CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS
7.1 Contracts. The Board of Directors may authorize any officer or officers and
agent or agents to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances.
7.2 Loans. No loans shall he contracted on behalf of the corporation and no
evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
7.3 Checks, Drafts, etc. All checks, drafts or other orders for the payment of
money and notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers and agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
ARTICLE VIII
SEAL
The seal of the corporation shall be circular in form and shall have inscribed
thereon the name of the corporation and the state of incorporation and the words
"Corporate Seal."
ARTICLE IX
AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be adopted
by the Board of Directors at any regular or special meeting, subject to repeal
or change by action of the shareholders of the corporation.
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