EXHIBIT 3.2
AMENDED AND RESTATED BY-LAWS
OF
SUNGARD DATA SYSTEMS INC.
(a Delaware Corporation)
ARTICLE I
OFFICES
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The registered office of the Corporation in the State of Delaware shall be
located in the City of Wilmington, County of New Castle. The Corporation may
establish or discontinue, from time to time, such other offices, within or
without the State of Delaware, as the Board of Directors may designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
------------------------
Section 1. Place of the Meetings. All meetings of stockholders shall be
held at such place or places, within or without the State of Delaware, as may
from time to time be fixed by the Board of Directors, or as shall be specified
in the respective notices, or waivers of notice, thereof.
Section 2. Annual Meeting. The annual meeting of Stockholders for the
election of Directors and the transaction of other business shall be held on
such date and at such place as may be designated by the Board of Directors. At
each annual meeting, the stockholders entitled to vote shall elect a Board of
Directors and may transact such other proper business as may come before the
meeting, irrespective of whether the notice of said meeting contains any
reference thereto, except as otherwise provided by applicable law.
Section 3. Special Meetings. A special meeting of the stockholders, or
of any class thereof entitled to vote, for any other purpose or purposes, may be
called at any time by the Board of Directors, the Chairman of the Board or the
President and shall be called by the Chairman of the Board, the President or the
Secretary upon the written request of stockholders holding of record at least
50% of the outstanding shares of stock of the Corporation entitled to vote at
such meeting. Such written request shall state the purpose or purposes for which
such meeting is to be called.
Section 4. Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of stockholders, whether annual or special,
stating the place, date and hour of the meeting, shall be given not less than
ten days nor more than sixty days before the date on which the meeting is to be
held to each stockholder of record entitled to vote thereat by delivering a
notice thereof to him personally or by mailing such notice in a postage prepaid
envelope directed to him at his address as it appears on the records of the
Corporation, unless he shall have filed with the Secretary of the Corporation a
written request that notices intended
for him be directed to another address, in which case such notice shall be
directed to him at the address designated in such request. Notice shall not be
required to be given to any stockholder who shall waive such notice in writing,
whether prior to or after such meeting, or who shall attend such meeting in
person or by proxy unless such attendance is for the express purpose of
objecting, at the beginning of such meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Every notice of a
special meeting of the stockholders shall state, in addition to the place, date
and hour of the meeting, the purpose or purposes thereof.
Section 5. List of Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of the stock ledger to
prepare and make, at least ten days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in his name. 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 be kept and produced at the time
and place of the meeting during the whole time thereof and subject to inspection
of any stockholder who may be present. The original or duplicate ledger shall be
the only evidence as to who are the stockholders entitled to examine such list
or books of the Corporation or to vote in person or by proxy at such meeting.
Section 6. Quorum. At each meeting of the stockholders, the holders of
record of a majority of the issued and outstanding stock of the Corporation
entitled to vote at such meeting, present in person or by proxy, shall
constitute a quorum for the transaction of business, except where otherwise
provided by law, the Certificate of Incorporation or these By-laws. In the
absence of a quorum, any officer entitled to preside at, or act as secretary of,
such meeting shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
constituted, and thereupon, any business may be transacted at the adjourned
meeting that might have been transacted at the meeting as originally called.
Section 7. Conduct of the Meetings. The Chairman of the Board shall
preside at all meetings. In the absence of the Chairman of the Board, the
President shall preside or, in his absence, any officer designated by the Board
of Directors. The officer presiding over the meeting of stockholders may
establish such rules and regulations for the conduct of the meeting as he may
deem to be reasonably necessary or desirable for the orderly and expeditious
conduct of the meeting.
Section 8. Voting. Every stockholder of record who is entitled to vote
shall at every meeting of the stockholders be entitled to one vote for each
share of stock held by him on the record date; except, however, that shares of
its own stock belonging to the Corporation or to another corporation, if a
majority of the shares entitled to vote in the election of the directors of such
other corporation is held by the Corporation, shall neither be entitled to vote
nor counted for the quorum purposes. Nothing in this Section shall be construed
as limiting the
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right of the Corporation to vote its own stock held by it in a fiduciary
capacity. At all meetings of the stockholders at which a quorum is present, all
matters shall be decided by majority vote of the shares of the stock present in
person or by proxy and entitled to vote thereon, except as otherwise required by
law or the Certificate of Incorporation. The vote on all elections of Directors
shall be by written ballot, and upon demand of any stockholder, the vote on any
other question before the meeting shall be by ballot or otherwise as determined
by the chairman of the meeting. On a vote by written ballot, each ballot shall
be signed by the stockholder voting, or in his name by his proxy, if there be
such proxy, and shall state the number of shares voted by him and the number of
votes to which each share is entitled.
Section 9. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent to corporate action in writing without a
meeting shall have the right to do so either in person or by an agent or agents
authorized by a proxy granted in accordance with Delaware law. An agent so
appointed need not be a stockholder. No proxy shall be valid after the
expiration of three years from the date thereof unless the proxy provides for a
longer period.
Section 10. Action without a Meeting. Any action required to be taken at
any annual or special meeting of stockholders or any action which may be taken
at any annual or special meeting of 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. 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.
ARTICLE III
BOARD OF DIRECTORS
------------------
Section 1. Powers. The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors.
Section 2. Nomination. Beginning with the annual meeting of the
stockholders to be held in 1987, nominations for directors to be elected at an
annual meeting of the stockholders must be submitted to the Secretary of the
Corporation in writing not later than the close of business on the thirtieth
calendar day immediately preceding the date of the meeting. All late nominations
shall be rejected. Notwithstanding the forgoing, at any time prior to the
election of directors at a meeting of stockholders, the Board of Directors may
designate a substitute nominee to replace any bona fide nominee who was
nominated as set forth above and who, for any reason, becomes unavailable for
election as a director.
Section 3. Election and Term. Except as otherwise provided by law,
Directors shall be elected at the annual meeting of stockholders and shall hold
office until the next annual meeting of stockholders and until their successors
are elected and qualify, or until they sooner
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die, resign or are removed. At each annual meeting of stockholders at which a
quorum is present, the persons receiving a plurality of the votes cast shall be
the Directors.
Section 4. Number. The number of Directors shall be such number as shall
be determined from time to time by the Board of Directors but shall not be less
than two nor more than ten.
Section 5. Quorum and Manner of Acting. Unless otherwise provided by
law, the presence of 50% of the whole Board of Directors shall be necessary to
constitute a quorum for the transaction of business. In the absence of a quorum,
a majority of the Directors present may adjourn the meeting from time to time
until the quorum shall be present. Notice of any adjourned meeting need not be
given. At all meetings of Directors at which a quorum is present, all matters
shall be decided by the affirmative vote of the majority of the Directors
present, except as otherwise required by law. The Board of Directors may hold
its meetings at such place or places within or without the State of Delaware as
the Board of Directors may from time to time determine or as shall be specified
in the respective notices, or waivers of notice, thereof.
Section 6. Organization Meeting. Immediately after each annual meeting of
stockholders for the election of the Directors, the Board of Directors shall
meet at the place of the annual meeting of the stockholders for the purpose of
organization, the election of officers and the transaction of other business.
Notice of such meeting need not be given. If such meeting is held at any other
time or place, notice thereof must be given as hereinafter provided for special
meetings of the Board of Directors, subject to the execution of a waiver of the
notice thereof signed by, or the attendance at such meeting of, all Directors
who may not have received such notice.
Section 7. Regular Meetings. Regular meetings of the Board of Directors
may be held, without notice, at such time and place, within or without the State
of Delaware, as shall from time to time be determined by resolution of the Board
of Directors. At such meetings, the Board of Directors may transact such
business as may be brought before the meeting.
Section 8. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board or the President or
by a majority of the Directors. Notice of each such meeting should be mailed to
each Director, addressed to him at his residence or usual place of business, at
least five days before the date on which the meeting is to be held, or shall be
sent to him at such place by telegraph, cable, radio or wireless, or be
delivered personally or by telephone, not later than the day before the day on
which such meeting is to be held. Each such notice shall state the time and
place of the meeting and, as may be required, the purposes thereof. Notice of
any meeting of the Board of Directors need not be given to any Director if he
shall sign a written waiver thereof either before or after the time stated
therein for such meeting, or if he shall be present at the meeting. Unless
limited by law, the Certificate of Incorporation, these By-laws or terms of the
notice thereof, any and all business may be transacted at any meeting even
though no notice shall have been given.
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Section 9. Removal of Directors. Any Director or the entire Board of
Directors may be removed, with or without cause, at any time, by action of the
holders of record of the majority of the issued and outstanding stock of the
Corporation entitled to vote at an election of the directors (a) present in
person or by proxy at a meeting of the holder of such stock, or (b) by a consent
in writing in the manner contemplated in Section 10 of Article II, and the
vacancy or vacancies in the Board of Directors caused by any such removal may be
filled by action of such a majority at such meeting or at any subsequent meeting
or by consent.
Section 10. Resignations. Any Director of the Corporation may resign at
any time by giving notice to the Chairman of the Board, the President or the
Secretary of the Corporation. The resignation of any Director shall take effect
upon receipt of notice thereof or at such later time as shall be specified in
such notice, and acceptance of such resignation shall not be necessary to make
it effective.
Section 11. Vacancies. Any newly created directorships or vacancies
occurring in the Board by reason of death, resignation, retirement,
disqualification or removal, with or without cause, may be filled by a majority
of the directors then in office though less than a quorum. Any Director so
chosen, whether selected to fill a vacancy or elected to a new directorship,
shall hold office until the next meeting of stockholders at which an election of
directors is in the regular order of business, and until his successor has been
elected and qualifies, or until he sooner dies, resigns or is removed.
Section 12. Compensation of Directors. No Director shall be entitled to
any salary as such, but the Board of Directors may fix, from time to time, a
reasonable annual fee for acting as a director and a reasonable fee to be paid
each Director for his services in attending meetings of the Board. Directors may
also be reimbursed by the Corporation for all reasonable expenses incurred in
travelling to and from meetings of the Board.
Section 13. Action without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a meeting
if written consent thereto is signed by all member of the Board, and such
written consent is filed with the minutes or proceedings of the Board.
Section 14. Telephonic Participation in Meetings. Members of the Board
of Directors may participate in a meeting of the Board by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall
constitute presence in person at such meetings.
ARTICLE IV
COMMITTEES
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Section 1. Committees. The Bard of Directors may, by resolution passed
by a majority of the entire Board, designate one or more committees, each
committee to consist of one or more of the Directors of the Corporation, which,
to the extent provided in the
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resolution and permitted by law, shall have and may exercise the powers of the
Board of Directors in the management of the business and the affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to all
papers which may require it. The Board of Directors 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. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.
Section 2. Appointment of Additional Members to Committees. In the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another Director to act at the meeting in the place of any such absent or
disqualified members.
ARTICLE V
OFFICERS
--------
Section 1. Principal Officers. The Board of Directors shall elect a
Chairman of the Board, a President, a Secretary and a Treasurer, and may in
addition elect one or more Vice Presidents and such other officers as it deems
fit; The Chairman of the Board, the President, the Secretary, the Treasurer, the
Vice Presidents, if any, being the principal officers of the Corporation. One
person may hold, and perform the duties of, any two or more of the said offices.
Section 2. Election and Term of Office. The principal officers of the
Corporation shall be elected annually by the Board of Directors at the
organization meeting thereof. Each such officer shall hold office until his
successor shall have been elected and shall qualify, or until his earlier death,
resignation or removal.
Section 3. Other Officers. In addition, the Board may elect, or the
Chairman of the Board or President may appoint, such other officers as they deem
fit. Any such other officers chosen by the Board of Directors shall be
subordinate officers and shall hold office for such period, have such authority
and perform such duties as the Board of Directors, the Chairman of the Board or
the President may from time to time determine.
Section 4. Removal. Any officer may be removed, either with or without
cause, at any time, by resolution adopted by the Board of Directors at any
regular meeting of the Board, or at any special meeting of the Board called for
that purpose, at which a quorum is present.
Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Chairman of the Board, the President, the Secretary or the
Board of Directors. Any such resignation shall take effect upon receipt of such
notice or at any later time specified therein, and the acceptance of such
resignation shall not be necessary to make it effective.
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Section 6. Vacancies. A vacancy in any office may be filled for the
unexpired portion of the term in the manner prescribed in these By-laws for
election or appointment to such office for such term.
Section 7. Chairman of the Board. The Chairman of the Board shall have
general powers and duties of supervision and management usually vested in the
office of the chairmen of the board of a corporation. The Chairman of the Board
of Directors shall preside, if present, at all meetings of the Board of
Directors and at all meetings of the stockholders. He shall have and perform
such other duties as from time to time may be assigned to him by the Board of
Directors.
Section 8. President. The President shall be the chief executive officer
of the Corporation and shall have the general powers and duties vested in the
office of chief executive officer of a corporation. He shall have general
supervision, direction and control of the business of the corporation. He shall,
in the absence of the Chairman, preside at all meetings of the shareholders and
the Board of Directors.
Section 9. Vice President. Each Vice President shall have such powers and
shall perform such duties as shall be assigned to him by the Board of Directors.
Section 10. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation. He shall
exhibit at all reasonable times his books of account and records to any of the
Directors of the Corporation upon application during business hours at the
office of the Corporation where such books and records shall be kept; when
requested by the Board of Directors, he shall render a statement of the
condition of the finances of the Corporation at any meeting of the Board or at
the annual meeting of stockholders; he shall receive, and give receipt for,
moneys due and payable to the Corporation from any source whatsoever; in
general, he shall perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Chairman of
the Board, the President or the Board of Directors. The Treasurer shall give
such bond, if any, for the faithful discharge of his duties as the Board of
Directors may require.
Section 11. Secretary. The Secretary, if present, shall act as secretary
at all meetings of the Board of Directors and of the stockholders and keep the
minutes thereof in a book or books to be provided for that purpose; he shall see
that all notices required to be given by the Corporation are duly given and
served; he shall have charge of the stock records of the corporation, he shall
see that all reports, statements and other documents required by law are
properly kept and filed; and in general he shall perform all the duties incident
to the office of Secretary and such other duties as from time to time may be
assigned to him by the Chairman of the Board, the President or the Board of
Directors.
Section 12. Salaries. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors, and the salaries of any other
officers may be fixed by the Chairman.
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ARTICLE VI
INDEMNIFICATION
---------------
Section 1. Mandatory Indemnification. The Corporation shall, to the full
extent permitted by Section 145 of the Delaware General Corporation Law, as
amended from time to time, indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer or employee of the
Corporation or of any of its subsidiaries.
Section 2. Optional Indemnification. In all situations in which
indemnification is not mandatory under Section 1 of this Article VI, the
Corporation may, to the full extent permitted by Section 145 of the Delaware
General Corporation Law, as amended from time to time, indemnify all persons
whom it is empowered to indemnify pursuant thereto.
ARTICLE VII
SHARES AND THEIR TRANSFER
-------------------------
Section 1. Certificate for Stock. Every stockholder of the Corporation
shall be entitled to a certificate or certificates, to be in such form as the
Board of Directors shall prescribe, certifying the number of shares of the
capital stock of the Corporation owned by him. No certificates shall be issued
for partly paid shares.
Section 2. Stock Certificate Signature. The certificates for such stock
shall be numbered in the order in which they shall be issued and shall be signed
by the Chairman of the Board or the President and the Secretary or Treasurer of
the Corporation and its seal shall be affixed thereto. If such certificate is
countersigned (1) by a transfer agent other than the Corporation or its
employee, or (2) by a registrar other than the Corporation or its employee, the
signatures of such officers of the Corporation may be facsimiles. In case any
officer of the Corporation who has signed, or whose facsimile signature has been
placed upon, any such 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 he were such officer at the date of issue.
Section 3. Stock Ledger. A record shall be kept by the Secretary or by
any other officer, employee or agent designated by the Board of Director of the
name of each person, firm or corporation holding capital stock of the
Corporation, the number of shares represented by, and the respective dates of,
each certificate for such capital stock, and in case of cancellation of any such
certificate, the respective dates of cancellation.
Section 4. Registrations of Transfers of Stock. Registrations of
transfers of shares of the capital stock of the Corporation shall be made on the
books of the Corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation or with a transfer clerk or a transfer
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agent appointed as provided in Section 5 of this Article VII, and on surrender
of the certificate or certificates for such shares properly endorsed, with such
proof of authenticity of the signature as the Corporation or its agents may
reasonably require, and the payment of all taxes thereon. The person in whose
name shares of stock stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation; provided, however,
that whenever any transfer of shares shall be made for collateral security, and
not absolutely, it shall be so expressed in the entry of the transfer if, when
the certificates are presented to the Corporation for transfer, both the
transferor and the transferee request the Corporation to do so.
Section 5. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient, not inconsistent with the Certificate of
the Incorporation or these By-laws, concerning the issue, transfer and
registration of certificates for shares of the stock of the Corporation. It may
appoint, or authorize any principal officer or officers to appoint, one or more
transfer clerks or one or more transfer agents and one or more registrars, and
may require all certificates of stock to bear the signature or signatures of any
of them.
Section 6. Lost, Stolen, Destroyed or Mutilated Certificates. Before any
certificates for stock of the Corporation shall be issued in exchange for
certificates which shall become mutilated or shall be lost, stolen, or
destroyed, proper evidence of such loss, theft, mutilation or destruction shall
be furnished to the Corporation, and if required by the Board of Directors, the
owner of the lost, stolen or destroyed certificate, or his legal
representatives, shall be required 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.
Section 7. Record Dates. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect to any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a date as a
record date for any such determination of stockholders. Such record date shall
not be more than sixty nor less than ten days before the date of such meeting,
nor shall it be more than sixty days prior to any other action.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
------------------------
Section 1. Corporate Seal. The Board of Directors shall provide a
corporate seal, which shall be in the form of a circle and shall bear the name
of the Corporation and words and figures showing that it was incorporated in the
State of Delaware in the year 1982. The Secretary shall be the custodian of the
seal. The Board of Directors may authorize a duplicate seal to be kept and used
by any other officer.
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Section 2. Voting of Stock Owned by the Corporation. The Board of
Directors may authorize any person on behalf of the Corporation to attend, vote
and grant proxies to be used at any meeting of stockholders of any corporation
(except the Corporation) in which the Corporation may hold stock.
Section 3. Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend, there may be set apart out of any funds of the Corporation available
for dividends such sum or sums as the Directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board of Directors shall deem conducive to the interests of the Corporation.
Section 4. Emergency By-laws. In the event of any emergency resulting
from a nuclear attack or similar disaster, and during the continuance of such
emergency, the following By-law provisions shall be in effect, notwithstanding
any other provisions of these By-laws:
(a) A meeting of the Board of Directors or of any committee thereof may
be called by any officer or director upon one hour's notice to all
persons entitled to notice whom, in the sole judgment of the
notifier, it is feasible to notify;
(b) The director or directors in attendance at the meeting of the Board
of Directors or of any committee thereof shall constitute a quorum;
and
(c) These By-laws may be amended or repealed, in whole or in part, by a
majority vote of the directors attending any meeting of the Board of
Directors, provided such amendment or repeal shall only be effective
for the duration of such emergency.
Section 5. Severability. If any provision of these By-laws is illegal or
unenforceable as such, such illegality or unenforceability shall not affect any
other provision of these By-laws and such other provisions shall continue in
full force and effect.
ARTICLE IX
AMENDMENTS OR REPEAL
--------------------
Section 1. Amendments or Repeal. These By-laws of the Corporation may be
altered, amended or repealed, in whole or in part, by the Board of Directors at
any regular or special meeting of the Board of Directors or by the affirmative
vote of the holders of record of a majority of the issued and outstanding stock
of the Corporation (a) present in person or by proxy at a meeting of holders of
such stock and entitled to vote thereon, or (b) by a consent in writing in the
manner contemplated in Section 10 of Article II; provided, however, that notice
of the proposed alteration, amendment or repeal is contained in the notice of
such meeting. By-
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laws, whether made or altered by the stockholders or by the Board of Directors,
shall be subject to alteration or repeal by the stockholders as provided in this
Section 1 of Article IX.
Section 2. Recording Amendments and Repeals. The text of all amendments
and repeals to these By-laws shall be attached to the By-laws with a notation of
the date of each such amendment or repeal and a notation of whether such
amendment or repeal was adopted by the Board of Directors or the stockholders.
ARTICLE X
APPROVAL OF AMENDED BY-LAWS AND
RECORD OF AMENDMENTS AND REPEALS
--------------------------------
Section 1. Approval and Effective Date. These By-laws have been approved
as the By-laws of the Corporation this 31st day of January, 1986 and shall be
effective as of said date.
Section 2. Amendments or Repeals.
Date Amended or
Section Involved Repealed Approved By
---------------- -------- -----------
Article II, Section 9 March 30, 1999 Board of Directors
Article III, Section 4 August 11, 1999 Board of Directors
Article III, Section 4 November 15, 1999 Board of Directors
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