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EXHIBIT 3.2
BYLAWS
OF
WJ COMMUNICATIONS, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of WJ
Communications, Inc. (the "Corporation") shall be established and maintained
at the office of CorpAmerica, Inc., 30 Old Rudnick Lane, Dover, County of
Kent, Delaware 19901, and said CorpAmerica, Inc. shall be the registered
agent of the Corporation in charge thereof.
SECTION 2. OTHER OFFICES. The Corporation may have other offices,
either within or without the State of Delaware, at such place or places as
the Board of Directors may from time to time select or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the
election of directors shall be held at such place, either within or without
the State of Delaware, and at such time and date as the Board of Directors,
by resolution, shall determine and as set forth in the notice of the meeting.
If the Board of Directors fails so to determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the registered
office of the Corporation on the first Tuesday in April. If the date of the
annual meeting shall fall upon a legal holiday, the meeting shall be held on
the next succeeding business day. At each annual meeting, the stockholders
entitled to vote shall elect a Board of Directors and they may transact such
other corporate business as shall be stated in the notice of the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders
for any purpose or purposes may be called by the Chairman of the Board or the
President or by resolution of the Board of Directors.
SECTION 3. VOTING. Each stockholder entitled to vote in accordance
with the terms of the Amended and Restated Certificate of Incorporation of
the Corporation ("the Certificate of Incorporation") and these Amended and
Restated Bylaws (the "Bylaws") may vote in person or by proxy, but no proxy
shall be voted after three years from its date unless such proxy provides for
a longer period. All elections for directors shall be decided by plurality
vote; all other questions shall be decided by majority Vote except as
otherwise provided by the Certificate of Incorporation or the laws of the
State of Delaware.
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A complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, with the address of each, and the number of
shares held by each, 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 entitled to be present.
SECTION 4. QUORUM. Except as otherwise required by law, by the
Certificate of Incorporation or by these Bylaws, the presence, in person or
by proxy, of stockholders holding shares constituting a majority of the
voting power of all of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors shall
constitute a quorum at all meetings of the stockholders. In case a quorum
shall not be present at any meeting, the Chairman of the Board or a majority
in interest of the stockholders entitled to vote thereat, present in person
or by proxy, shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
amount of stock entitled to vote shall be present; provided, however, that if
the date of any adjourned meeting is more than thirty (30) days after the
date for which the meeting was originally noticed, or if a new record date is
fixed for the adjourned meeting, written notice of the place, date, and time
of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting. At any such adjourned meeting at which a
quorum is present, any business may be transacted that might have been
transacted at the meeting as originally noticed; but, unless a new record
date is fixed in accordance with applicable laws, only those stockholders
entitled to vote at the meeting as originally noticed shall be entitled to
vote at any adjournment or adjournments thereof.
SECTION 5. NOTICE OF MEETINGS. Written notice, stating the place,
date and time of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called shall be given to each
stockholder entitled to vote thereat, at his or her address as it appears on
the records of the Corporation, not less than ten nor more than sixty days
before the date of the meeting (except as otherwise required by applicable
law). No business other than that stated in the notice shall be transacted at
any meeting without the unanimous consent of all the stockholders entitled to
vote thereat.
SECTION 6. ACTION WITHOUT MEETING. Unless otherwise provided by the
Certificate of Incorporation, any action required or permitted to 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 and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of
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stockholders to take the action were delivered to the Corporation in
accordance with Section 228 of the General Corporation Law of the State of
Delaware.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of
Directors. The exact number of directors shall initially be eight and may
thereafter be fixed from time to time by the Board of Directors. Directors
shall be elected at the annual meeting of stockholders and each director
shall be elected to serve until his or her successor shall be elected and
shall qualify. A director need not be a stockholder.
SECTION 2. RESIGNATIONS. Any director may resign at any time. Such
resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the Chairman of the Board, the President or the Secretary. The acceptance of
a resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES. If the office of any director becomes vacant
or any new directorship is created, the remaining directors in office, though
less than a quorum, by a majority vote, may appoint any qualified person to
fill such vacancy or new directorship, who shall hold office for the
unexpired term and until his or her successor shall be duly chosen. If the
office of any director becomes vacant or any new directorship is created and
there are no remaining directors, the stockholders may elect any qualified
person to fill such vacancy or new directorship, in accordance with the
provisions of Article II, Section 3, of these Bylaws, at a special meeting
called for such purpose.
SECTION 4. REMOVAL. Except as hereinafter provided, any director or
directors may be removed either for or without cause at any time by the
affirmative vote of the holders of a majority of the voting power of all of
the then outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors, at an annual meeting or a
special meeting called for the purpose, and the vacancy thus created may be
filled, at such meeting, by the affirmative vote of holders of shares
constituting a majority of the voting power of all of the then outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors.
SECTION 5. COMMITTEES. The Board of Directors may designate one or
more committees, including an Executive Committee, each committee to consist
of one or more directors of the Corporation. The Executive Committee, if any,
shall be authorized to exercise all of the powers and authority of the Board
to the fullest extent permitted under Delaware law.
To the fullest extent permitted by Delaware law, any other
committee, to the extent provided in the resolution of the Board of
Directors, or in these Bylaws, 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.
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SECTION 6. MEETINGS. The newly elected directors may hold their
first meeting for the purpose of organization and the transaction of
business, if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent
of all the Directors.
Regular meetings of the Board of Directors may be held without
notice at such places and times as shall be determined from time to time by
resolution of the Board of Directors.
Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President, or by the Secretary on the written
request of any two directors, on at least one day's notice of the place, date
and time of such meeting given to each director (except that notice to any
director may be waived in writing by such director). Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, members of
the Board of Directors, or any committee designated by the Board of
Directors, may participate in any meeting of the Board of Directors or any
committee thereof by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
SECTION 7. QUORUM. A majority of the Directors then in office shall
constitute a quorum for the transaction of business. If at any meeting of the
Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by
announcement at the meeting which shall be so adjourned. The vote 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 the Certificate of
Incorporation or these Bylaws shall require the vote of a greater number.
SECTION 8. ACTION WITHOUT MEETING. 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 a written consent thereto is signed
by all members of the Board of Directors or of such committee, as the case
may be, and such written consent is filed with the minutes of proceedings of
the Board of Directors or such committee.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall be a
Chairman of the Board (if an officer), a President, one or more Vice
Presidents, a Treasurer and a Secretary, all of whom shall be elected by the
Board of Directors and shall hold office until their successors are duly
elected and qualified. In addition, the Board of Directors may elect such
Assistant Secretaries and Assistant Treasurers as they may deem proper. The
Board of Directors may appoint such other officers and agents as it may deem
advisable, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time
by the Board of Directors.
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SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board may or
may not be an officer of the Corporation, at the discretion of the Board of
Directors. He or she shall preside at all meetings of the Board of Directors
and shall have and perform such other duties as may be assigned to him or her
by the Board of Directors. The Chairman of the Board (if an officer) shall
have the power to execute bonds, mortgages and other contracts on behalf of
the Corporation, and to cause the seal of the Corporation to be affixed to
any instrument requiring it, and when so affixed the seal shall be attested
to by the signature of the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer.
SECTION 3. PRESIDENT. The President shall have the general powers
and duties of supervision and management usually vested in the office of
President of a corporation. The President shall have the power to execute
bonds, mortgages and other contracts on behalf of the Corporation, and to
cause the seal to be affixed to any instrument requiring it, and when so
affixed the seal shall be attested to by the signature of the Secretary or
the Treasurer or an Assistant Secretary or an Assistant Treasurer.
SECTION 4. VICE PRESIDENTS. Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him or her by
the Board of Directors.
SECTION 5. TREASURER. The Treasurer shall be the Chief Financial
Officer of the Corporation. He or she shall have the custody of the corporate
funds and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the Corporation. He or she shall deposit
all moneys and other valuables in the name and to the credit of the
Corporation in such depositaries as may be designated by the Board of
Directors. He or she shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, the Chairman of the Board (if an officer),
or the President, taking proper vouchers for such disbursements. He or she
shall render to the Chairman of the Board, the President and Board of
Directors at the regular meetings of the Board of Directors, or whenever they
may request it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, he or she shall give the Corporation a bond for the faithful
discharge of his or her duties in such amount and with such surety as the
Board of Directors shall prescribe.
SECTION 6. SECRETARY. The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and of the Board of Directors
and all other notices required by law or by these Bylaws, and in case of his
or her absence or refusal or neglect so to do, any such notice may be given
by any person thereunto directed by the Chairman of the Board or the
President, or by the Board of Directors, upon whose request the meeting is
called as provided in these Bylaws. He or she shall record all the
proceedings of the meetings of the Board of Directors, any committees thereof
and the stockholders of the Corporation in a book to be kept for that
purpose, and shall perform such other duties as may be assigned to him or her
by the Board of Directors, the Chairman of the Board or the President. He or
she shall have the custody of the seal of the Corporation and shall affix the
same to all instruments requiring it, when authorized by the Board of
Directors, the Chairman of the Board or the President, and attest to the same.
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SECTION 7. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES --
Assistant Treasurers and Assistant Secretaries, if any, shall be elected and
shall have such powers and shall perform such duties as shall be assigned to
them, respectively, by the Board of Directors.
ARTICLE V
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK. A certificate of stock shall be
issued to each stockholder certifying the number of shares owned by such
stockholder in the Corporation. Certificates of stock of the Corporation
shall be of such form and device as the Board of Directors may from time to
time determine.
SECTION 2. LOST CERTIFICATES. A new certificate of stock may be
issued in the place of any certificate theretofore issued by the Corporation,
alleged to have been lost or destroyed, and the Board of Directors may, in
its discretion, require the owner of the lost or destroyed certificate, or
such owner's legal representatives, to give the Corporation a bond, in such
sum as they may direct, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss of any such
certificate, or the issuance of any such new certificate.
SECTION 3. TRANSFER OF SHARES. The shares of stock of the
Corporation shall be transferable only upon its books by the holders thereof
in person or by their duly authorized attorneys or legal representatives, and
upon such transfer the old certificates shall be surrendered to the
Corporation by the delivery thereof to the person in charge of the stock and
transfer books and ledgers, or to such other person as the Board of Directors
may designate, by whom they shall be cancelled, and new certificates shall
thereupon be issued. A record shall be made of each transfer and whenever a
transfer shall be made for collateral security, and not absolutely, it shall
be so expressed in the entry of the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (1) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, 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
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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 day 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 5. DIVIDENDS. Subject to the provisions of the Certificate
of Incorporation and any Preferred Stock Designation (as defined therein) the
Board of Directors may, in its sole discretion, declare dividends upon stock
of the Corporation out of funds legally available therefor. 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 Board of Directors from time
to time in their discretion deem proper for such purposes as the Board of
Directors shall deem conducive to the interests of the Corporation.
SECTION 6. SEAL. The corporate seal of the Corporation shall be in
such form as shall be determined by resolution of the Board of Directors.
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise imprinted upon the subject document or
paper.
SECTION 7. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.
SECTION 8. CHECKS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or officers, or agent or
agents, of the Corporation, and in such manner as shall be determined from
time to time by resolution of the Board of Directors.
SECTION 9. NOTICE AND WAIVER OF NOTICE. Whenever any notice is
required to be given under these Bylaws, personal notice is not required
unless expressly so stated, and any notice so required shall be deemed to be
sufficient if given by depositing the same in the United States mail, postage
prepaid, addressed to the person entitled thereto at his or her address as it
appears on the records of the Corporation, and such notice shall be deemed to
have been given on the day of such mailing. Stockholders not entitled to vote
shall not be entitled to receive notice of any meetings except as otherwise
required by law. Whenever any notice is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation or of these Bylaws, a waiver thereof, in writing and signed by
the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent to such required notice.
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ARTICLE VI
AMENDMENTS
These Bylaws may be altered, amended or repealed at any annual
meeting of the stockholders (or at any special meeting thereof if notice of
such proposed alteration, amendment or repeal to be considered is contained
in the notice of such special meeting) by the affirmative vote of the holders
of shares constituting a majority of the voting power of all of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors. Except as otherwise provided in the
Certificate of Incorporation, the Board of Directors may by majority vote of
those present at any meeting at which a quorum is present alter, amend or
repeal these Bylaws, or enact such other Bylaws as in their judgment may be
advisable for the regulation and conduct of the affairs of the Corporation.
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The undersigned, as the Incorporator of WJ Communications, Inc., a
Delaware corporation, hereby adopts the foregoing Bylaws as the Bylaws of
said corporation.
Dated as of May 15, 2000.
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Janice L. Caldwell, Incorporator
The undersigned, constituting the Board of Directors of WJ
Communications, Inc., a Delaware corporation, hereby adopt the foregoing
Bylaws as the Bylaws of said corporation.
Dated as of May ___ 2000.
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Malcolm Caraballo, Director
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Corporate Secretary
of WJ Communications, Inc. and that the foregoing Bylaws were adopted as the
Bylaws of said corporation as of the ___ day of May 2000, by the Sole
Director of said corporation.
Dated as of May , 2000.
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Rainer Growitz, Corporate Secretary
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