EXHIBIT 3.2
RESTATED BY-LAWS
OF
MICROSTRATEGY INCORPORATED
ARTICLE I.
STOCKHOLDERS
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Section 1.1. Place of Meetings. All meetings of stockholders shall be held
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at such place, either within or without the state of Delaware, as may be
designated from time to time by resolution of the Board of Directors.
Section 1.2. Annual Meetings. An annual meeting of stockholders shall be held
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for the election of directors at such date, time and place, either within or
without the State of Delaware, as may be designated by resolution of the Board
of Directors from time to time. Any other proper business may be transacted at
the annual meeting.
Section 1.3. Special Meetings. Special meetings of stockholders for any
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purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors, and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person.
Section 1.4. Notice of Meetings. Whenever stockholders are required or
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permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state 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. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, notice
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.
Section 1.5. Quorum. At each meeting of stockholders, except where otherwise
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provided by law or the certificate of incorporation or these by-laws, the
holders of shares representing a majority of the votes entitled to be cast at
the meeting, present in person or by proxy, shall constitute a quorum. In the
absence of a quorum, the stockholders so present may, by a majority of the
voting power so present, adjourn the meeting from time to time in the manner
provided in Section 1.6 of these by-laws until a quorum shall attend. Shares of
the stock of the corporation belonging to the corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
corporation to vote stock, including its own stock, held by it in a fiduciary
capacity.
Section 1.6. Adjournments. Any meeting of stockholders, annual or special,
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may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. The
corporation may transact any business which might have been transacted at the
original meeting at the adjourned meeting. If the adjournment is for more than
thirty 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 meeting.
Section 1.7. Organization. Meetings of stockholders shall be presided over by
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the Chairman of the Board, if any, or in his absence by the Vice Chairman of the
Board, if any, or in his absence by the President, or in his absence by a Vice
President, or in the absence of the foregoing persons by a chairman designated
by the Board of Directors, or in the absence of such designation by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.
Section 1.8. Voting; Proxies. Each stockholder registered in his name on the
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books of the corporation on the record date set pursuant to Section 1.9 of these
by-laws shall have such number of votes for each share of stock as are
designated in the certificate of incorporation. Each stockholder entitled to
vote at a meeting of stockholders may authorize another person or persons to act
for him by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and if
it is coupled with an interest sufficient in law to support an irrevocable
power. A stockholder may revoke any proxy which is not irrevocable by attending
the meeting and voting in person or by filing an instrument in writing revoking
the proxy or another duly executed proxy bearing a later date with the
Secretary. Voting at meetings of stockholders need not be by written ballot
unless the holders of shares representing a majority of the votes entitled to be
cast at such meeting, present in person or by proxy, shall so determine. At all
meetings of stockholders for the election of directors a plurality of the votes
cast shall be sufficient to elect. All other elections and questions shall,
unless otherwise provided by law or by the certificate of incorporation or these
by-laws, be decided by a majority of the votes cast by the stockholders entitled
to vote thereon, present in person or represented by proxy at such meeting.
Section 1.9. Fixing Date for Determination of Stockholders of Record. In order
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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 otherwise, the Board of Directors may fix a record date, which shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of
Directors and which, unless otherwise required by law: (1) in the case of
determination of stockholders entitled to notice of or to vote at any meeting of
stockholders or adjournment thereof, shall not be more than sixty nor less than
ten days before the date of such meeting; (2) in the case of determination of
stockholders entitled to express consent to corporate action in writing without
a meeting, shall not be more than ten days from the date upon which the
resolution fixing the record date is adopted by the Board of Directors; and (3)
in the case of any other action, shall not be more than sixty days prior to such
other action. If no record date is fixed: (1) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (2) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, 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 accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
Section 1.10. List of Stockholders Entitled to Vote. The Secretary shall
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prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.
Section 1.11. Action By Consent of Stockholders. Unless otherwise restricted
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by the Certificate of Incorporation, any action required or permitted to 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 the 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 and shall be delivered in accordance with
applicable law. 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 and are entitled to such notice
under applicable law.
ARTICLE II.
BOARD OF DIRECTORS
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Section 2.1. Number; Qualifications. The Board of Directors shall consist of
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one or more members, the number of directors to be determined from time to time
by resolution of the Board of Directors. Directors need not be stockholders of
the corporation.
Section 2.2. Election; Resignation; Removal; Vacancies. At each annual
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meeting of stockholders, the stockholders shall elect Directors
each of whom shall hold office until the next annual meeting or until his
successor is elected and qualified. Any Director may resign at any time upon
written notice to the corporation. Except as otherwise provided by the General
Corporation Law of Delaware, any one or more or all of the directors may be
removed, with or without cause, by the holders of shares representing a majority
of the votes entitled to be cast at an election of directors. Any newly created
directorship or any vacancy occurring in the Board of Directors may be filled by
a majority of the remaining members of the Board of Directors, although such
majority is less than a quorum, or by a plurality of the votes cast at a meeting
of stockholders, and each Director so elected shall hold office until the
expiration of the term of office of the Director whom he has replaced or until
his successor is elected and qualified.
Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may
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be held at such places within or without the State of Delaware and at such times
as the Board of Directors may from time to time determine; provided that any
Director who is absent when such determination is made shall be given notice of
such determination.
Section 2.4. Special Meetings. Special meetings of the Board of Directors may
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be held at any time or place within or without the State of Delaware whenever
called by the Chairman of the Board, the President, three or more Directors, or
by one Director if there is only a single Director in office. Reasonable notice
thereof shall be given by the person or persons calling the meeting, not later
than 48 hours before the date of the special meeting.
Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors,
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or any committee designated by the Board, may participate in a meeting of such
Board or 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 pursuant to this by-law shall
constitute presence in person at such meeting.
Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of
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Directors a majority of the whole Board shall constitute a quorum for the
transaction of business. If one or more of the Directors shall be disqualified
to vote at any meeting, then the required quorum shall be reduced by one for
each director so disqualified; provided, however, that in no case shall less
than one-third (1/3) of the number of the whole Board constitute a quorum.
Except in cases in which the certificate of incorporation or these by-laws
otherwise provide, the vote of a majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors.
Section 2.7. Organization. Meetings of the Board of Directors shall be
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presided over by the Chairman of the Board, if any, or in his absence by the
Vice Chairman of the Board, if any, or in his absence by the President, or in
their absence by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
Section 2.8. Action by Consent. Unless otherwise restricted by the certificate
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of incorporation or these by-laws, any action required or permitted to be taken
at any meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of the Board or such committee, as the
case may be, consent thereto in writing, and the written consents are filed with
the minutes of proceedings of the Board or committee.
ARTICLE III.
COMMITTEES
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Section 3.1. Committees. The Board of Directors may, by resolution passed by a
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majority of the whole Board, designate one or more committees, 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 the committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not constituting a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors, 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 which may require it; but no such committee shall-have the
power or authority in respect of amending the Certificate of Incorporation
(except that any such committee may, to the extent authorized in the resolution
or resolutions providing for the issuance of shares of Preferred Stock adopted
by the Board of Directors pursuant to Article VI of the Certificate of
Incorporation, fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation and fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), adopting an agreement of merger or consolidation under Sections 251
or 252 of the General Corporation Law of the State of Delaware, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending
these By-Laws; and unless the resolution or the Certificate of Incorporation
expressly so provides, no such committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock, or to adopt a
certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of the State of Delaware.
Section 3.2. Committee Rules. Unless the Board of Directors otherwise
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provides, each committee designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these by-laws.
ARTICLE IV.
OFFICERS
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Section 4.1. Executive Officers; Election; Qualifications; Term of Office;
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Resignation; Removal; Vacancies. The Board of Directors shall elect a President
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and Secretary, and it may, if it so determines, choose a Chairman of the Board
and a Vice Chairman of the Board from among its members. The Board of Directors
may also choose one or more Vice Presidents, one or more Assistant Secretaries,
a Treasurer and one or more Assistant Treasurers. Each such officer shall hold
office until the first meeting of the Board of Directors after the annual
meeting of stockholders next succeeding his election, and until his successor is
elected and qualified or until his earlier resignation or removal. Any officer
may resign at any time upon written notice to the corporation. The Board of
Directors may remove any officer with or without cause at any time, but such
removal shall be without prejudice to the contractual rights of such officer, if
any, with the corporation. Any number of offices may be held by the same
person. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise may be filled for the unexpired portion of the
term by the Board of Directors at any regular or special meeting.
Section 4.2. Powers and Duties of Executive Officers. The officers of the
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corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors.
ARTICLE V.
STOCK
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Section 5.1. Certificates. Every holder of stock shall be entitled to have a
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certificate signed by or in the name of the corporation by the Chairman or Vice
Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him in the corporation. Any of or all the signatures on the
certificate may be a facsimile. If any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.
Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New
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Certificates. The corporation may issue a new certificate of stock in the place
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of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, upon
such terms and conditions as the Board of Directors may prescribe, including
requiring the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the corporation reasonable evidence of such loss and a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
Section 5.3 Transfer of Stock. Subject to the provisions of the Certificate
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of Incorporation, upon surrender to the corporation, or the transfer agent of
the corporation, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer and with
such proof of authenticity of signature as the corporation may reasonably
require, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Except as may be otherwise required by law, the
Certificate of Incorporation or these by-laws, the corporation shall be entitled
to treat the record holder of stock as shown on its books as the owner of stock
for all purposes, including the payment of dividends and the right to vote,
regardless of any transfer, pledge or other disposition of stock until the
shares have been transferred on the books of the corporation in accordance with
these by-laws.
ARTICLE VI.
MISCELLANEOUS
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Section 6.1 Dividends. Dividends upon the stock of the corporation, subject
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to the provisions of the certificate of incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the certificate of incorporation. Before payment
of any dividend there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may abolish any such
reserve.
Section 6.2 Fiscal Year. The fiscal year of the corporation shall be
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determined by resolution of the Board of Directors.
Section 6.3 Seal. The corporate seal shall have the name of the corporation
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inscribed thereon and shall be in such form as may be approved from time to time
by the Board of Directors.
Section 6.4 Waiver of Notice of Meetings of Stockholders, Directors and
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Committees. Any written waiver of notice, signed by the person entitled to
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notice, whether before or after the time 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 when the person
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
called or convened. Neither the business to be transacted at, nor the purpose of
any regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.
Section 6.5 Form of Records. Any records maintained by the corporation in the
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regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible form
within a reasonable time. The corporation shall so convert any records so kept
upon the request of any person entitled to inspect the same.
Section 6.6 Amendment of By-Laws. (a) These by-laws may be altered or
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repealed, and new by-laws made, by action of the Board of Directors.
(b) These by-laws may be altered or repealed, and new by-laws made, by the
holders of shares representing a majority of the votes entitled to be cast at
any regular or special meeting of stockholders, provided that notice of such
alteration, repeal or adoption of new by-laws shall have been stated in the
notice of any special meeting of stockholders.