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EXHIBIT 3.2
BYLAWS
OF
RIGHTNOW TECHNOLOGIES, INC.
ARTICLE I
OFFICES
Section 1.01. Registered Office. The registered office of RightNow
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Technologies, Inc., in the State of Delaware shall be at 1209 Orange Street,
Wilmington, Delaware 19801. The name of the registered agent in charge thereof
shall be The Corporation Trust Company.
Section 1.02. Other Offices. The corporation also may have an office or
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offices at such other place or places either within or without the State of
Delaware as the board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.01. Place of Meetings. Each meeting of the stockholders of the
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corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the board of directors and specified in the notice
of said meeting.
Section 2.02. Annual Meetings. The annual meeting of the stockholders for
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the transaction of such business as may properly come before the meeting shall
be held at such place, date and hour as shall be determined by the board of
directors.
Section 2.03. Special Meetings. A special meeting of the stockholders
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for any purpose or purposes may be called at any time by the chairman of the
board, the chief executive officer or by a majority of the board of directors
and shall be called by the president or secretary at the request in writing of
stockholders owning 15% of the entire capital stock of the corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. This Section 2.03 may not be altered, amended
or repealed except by the affirmative vote of holders of at least 66 2/3% of the
outstanding voting stock of the corporation.
Section 2.04. Notice of Annual and Special Meetings. Written notice of
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the annual and any special meetings of the stockholders, stating the place, date
and hour of the meeting, and for special meetings the purpose or purposes for
which the meeting is called, shall be given to each stockholder entitled to vote
at such meeting, either personally or by mail, not less than ten (10), nor more
than sixty (60), days before the date of the meeting.
Section 2.05. Business at Annual and Special Meetings. The business to be
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transacted at any annual or special meeting of stockholders shall be limited to
business that is properly brought before the meeting. For the purposes of these
bylaws, "properly brought before the meeting" shall mean the business that is
(i) specified in the notice of the meeting given by the
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board of directors, (ii) otherwise brought before the meeting by order of the
board of directors, or (iii) otherwise properly brought before an annual meeting
by a stockholder. In order for business to be properly brought before an annual
meeting by a stockholder, the stockholder must give written notice of such
stockholder's intent to bring a matter before the annual meeting, which notice
must be received by the secretary of the corporation no later than ninety (90)
days prior to the anniversary date of the immediately preceding annual meeting.
Each such notice shall set forth: (a) the name and address of the stockholder
who intends to bring such matter before a meeting; (b) the number of shares of
the corporation entitled to vote at such meeting held by the stockholder; (c) a
representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to bring such matter before the meeting; (d) a
description of the business desired to be brought before the meeting and the
reasons therefor; (e) such other information regarding the business proposed by
such stockholder as would be required to be included in the proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission; and
(f) a representation as to the stockholder's material interest in the business
being proposed. The presiding officer of the meeting shall refuse to acknowledge
any business proposed to be brought before an annual meeting not made in
compliance with the foregoing procedure. This Section 2.04 may not be altered,
amended or repealed except by the affirmative vote of holders of at least 66
2/3% of the outstanding voting stock of the corporation.
Section 2.06. Quorum and Adjourned Meetings. The holders of a majority of
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the stock issued and outstanding and entitled to vote at a meeting of the
stockholders, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business,
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, 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 present or represented. At such adjourned meeting, at which the quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty (30) 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 2.07. Required Vote. When a quorum is present at any meeting, the
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vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of statute
or by the certificate of incorporation, a different vote is required, in which
case such express provisions shall govern and control the decision of such
question.
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ARTICLE III
BOARD OF DIRECTORS
Section 3.01. General Powers. The business, property and affairs of the
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corporation shall be managed under the direction of the board of directors.
Section 3.02. Nomination of Directors. Nominations for the election of
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directors may be made by the board of directors or a committee appointed by the
board of directors or by any stockholder entitled to vote in the election of
directors generally. Any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as directors
at a meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been received by the secretary of the corporation
not later than (i) with respect to an election to be held at an annual meeting
of stockholders, ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting, or (ii) with respect to the election to be
held at a special meeting of stockholders for the election of directors, the
close of business on the tenth day following the date on which notice of such
meeting is first given to stockholders. Each such notice shall set forth (a)
the name and address of the stockholder who intends to make the nomination and
of the person or persons to be nominated; (b) the number of shares of the
corporation entitled to vote at such meeting held by the stockholder; (c) a
representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (d) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (e) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (f)
the consent of each nominee to serve as a director of the corporation if so
elected. The presiding officer of the meeting shall refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
This Section 3.02 may not be altered, amended or repealed except by the
affirmative vote of holders of at least 66 2/3% of the outstanding voting stock
of the corporation.
Section 3.03 Quorum and Manner of Acting. One-half in number of the
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directors in office at the time, but not less than two, shall constitute a
quorum for the transaction of business at any meeting. If the number of
directors in office at the time is not evenly divisible by two, any resulting
fraction shall be rounded upwards to the next whole number in calculation of the
quorum number. Except as otherwise required by the certificate of incorporation
or these bylaws, the affirmative vote of a majority of the directors present at
any meeting at which a quorum is present shall be required for the taking of any
action by the board of directors. In the absence of a quorum at any meeting of
the board, such meeting need not be held, or a majority of the directors present
thereat or, if no director is present, the secretary, may adjourn such meeting
from time to time until a quorum shall be present. Notice of any adjourned
meeting need not be given.
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Section 3.04. Offices; Place of Meetings. The board of directors may hold
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meetings and have an office or offices at such place or places within or without
the State of Delaware, as the board of directors may from time to time
determine.
Section 3.05. Annual Meeting. The board of directors shall meet for the
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purpose of organization, the election of officers and the transaction of other
business as soon as practicable following each annual meeting of stockholders.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
board of directors.
Section 3.06. Regular Meeting. Regular meetings of the board of directors
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shall be held at such places and at such times as the board of directors shall
from time to time determine. Notice of regular meetings of the board of
directors need not be given.
Section 3.07. Special Meetings. Special meetings of the board of
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directors shall be held whenever called by the chairman of the board, the chief
executive officer or any two of the directors. Notice of each such meeting
shall be mailed by the secretary to each director, addressed to him or her at
his or her residence or usual place of business, at least two days before the
day on which the meeting is to be held, or shall be sent to him or her at his or
her residence or at such place of business by facsimile, electronic or similar
means, or be delivered personally or by telephone, not later than two days
before the day on which the meeting is to be held. Each such notice shall state
the time and place of the meeting but need not state the purposes thereof except
as otherwise herein expressly provided. Notice of any such meeting need not be
given to any director, however, if waived by him or her in writing or by
facsimile, electronic or similar means, or by mail, whether before or after such
meeting shall be held, or if he or she shall be present at such meeting; and any
meeting of the board shall be a legal meeting without any notice thereof having
been given if all of the directors shall be present thereat.
Section 3.08. Organization. At each meeting of the board of directors,
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the chairman of the board, or in the absence of the chairman of the board, the
chief executive officer, or in the absence of the chief executive officer, the
president, or in the absence of the president, any director chosen by a majority
of the directors present thereat, shall preside. The secretary, or in his or
her absence an assistant secretary of the corporation, or in the absence of the
secretary and all assistant secretaries, a person whom the chairman of such
meeting shall appoint, shall act as secretary of such meeting and keep the
minutes thereof.
Section 3.09. Order of Business. At all meetings of the board of
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directors, business shall be transacted in the order determined by the board of
directors.
Section 3.10. Action by Consent. Any action required or permitted to be
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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 or of such committee, as the case may be, and such written consent
is filed with the minutes of the proceedings of the board of directors or such
committee.
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Section 3.11. Telephone, etc. Meetings. Members of the board of
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directors, or any committee designated by the board of directors, may
participate in a meeting of the board of directors, 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 such participation
shall constitute the presence of such person at such meeting.
Section 3.12. Resignation. Any director of the corporation may resign at
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any time by giving written notice of his or her resignation to the chairman of
the board, the chief executive officer or the secretary of the corporation.
Such resignation shall take effect at the time specified therein, or, if the
time when it shall become effective shall not be specified therein, then it
shall take effect when received. Except as aforesaid, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.13. Compensation. Each director, in consideration of his or her
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serving as such, shall be entitled to receive from the corporation such amount
per annum or such fees for attendance at directors' and committee meetings, or
both, as the board of directors shall from time to time determine. The board of
directors likewise may provide that the corporation shall reimburse each
director or member of a committee for any expenses incurred by him or her on
account to his or her attendance at any such meeting. Nothing herein contained
shall be construed to preclude any director from serving the corporation in any
other capacity and receiving proper compensation therefor.
Section 3.14. Indemnification of Directors and Officers. The corporation
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shall indemnify its directors and officers in the manner and to the extent
provided in the certificate of incorporation. The board of directors may
authorize the purchase and maintenance of insurance and the entry into by the
corporation of agreements for the purpose of such indemnification, for such
persons and for such liabilities and in such manner and under such circumstances
and to the extent permitted by Section 145 of the Delaware General Corporation
Law of the State of Delaware, as now or hereafter enacted.
Section 3.15. Removal. Unless otherwise specified by law or the
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certificate of incorporation, any director or the entire board of directors may
be removed at any time by the holders of a majority of the shares then entitled
to vote at an election of directors, but only for cause.
ARTICLE IV
COMMITTEES
The board of directors may, by resolution or resolutions passed by a
majority of the full board of directors, designate one or more committees, each
such committee to consist of one or more directors of the corporation, which to
the extent provided in said resolution or resolutions shall have and may
exercise the powers of the board of directors in the management of the business
and affairs of the corporation. 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. A majority of all the members of any such committee may
determine its actions and fix the time
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and place of its meetings, unless the board of directors shall otherwise
provide. The board of directors shall have power to change the members of any
such committee at any time, to fill vacancies and to discharge any such
committee, either with or without cause, at any time.
ARTICLE V
OFFICERS
Section 5.01. Number. The principal officers of the corporation shall be
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chosen by the board of directors and shall be a chief executive officer, a
president, one or more vice presidents (the number thereof to be determined by
the board of directors and one or more of whom may be designated as executive or
senior vice presidents), a secretary and a treasurer. The board of directors
also may elect a chairman of the board. In addition, there may be such
subordinate officers, agents and employees as may be appointed in accordance
with the provisions of Section 5.03. Any two or more offices may be held by the
same person. The offices of the corporation for which officers may be elected
shall be set forth from time to time by resolution of the board of directors.
Section 5.02. Election, Qualification and Term of Office. Each officer of
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the corporation, except such officers as may be appointed in accordance with the
provisions of Section 5.03, shall be elected by the board of directors from time
to time and shall hold office until his or her successor shall have been duly
elected and qualified, or until his or her death, or until he or she shall have
resigned or shall have been removed in the manner herein provided.
Section 5.03. Other Officers. The corporation may have such other
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subordinate officers, agents and employees as the chief executive officer may
deem necessary, including one or more assistant secretaries, one or more
assistant treasurers, a controller and one or more assistant controllers, each
of whom shall hold office for such period, have such authority and perform such
duties as the chief executive officer may from time to time determine.
Section 5.04. Removal. Any officer may be removed, either with or without
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cause, by the vote of a majority of the full board of directors or, except in
the case of any officer elected by the board of directors, by any officer upon
whom the power of removal may be conferred by the board of directors. Such
removal from office shall not affect any rights that such removed officer may
have under any employment or stockholder agreement.
Section 5.05. Resignation. Any officer may resign at any time by giving
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written notice to the board of directors or to the chief executive officer. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, then it shall
take effect when accepted by action of the board of directors. Except as
aforesaid, the acceptance of such resignation shall not be necessary to make it
effective.
Section 5.06. Vacancies. A vacancy in any office because of death,
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resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these bylaws for
regular election or appointment to such office.
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Section 5.07. Chairman of the Board. The chairman of the board, if one is
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elected, shall preside at all meetings of the stockholders and of the board of
directors and shall perform such other duties and have such responsibilities as
the board of directors may from time to time determine.
Section 5.08. Chief Executive Officer. The chief executive officer shall
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have general supervisory management over the business of the corporation, shall
report to the board of directors and shall see that all orders and resolutions
of the board of directors are carried into effect, all subject to the general
control of the board of directors. In the absence of the chairman of the board
for any reason, including the failure of the board of directors to elect the
chairman of the board, or in the event of the chairman's inability or refusal to
act, the chief executive officer shall have all the powers of, and be subject to
all the restrictions upon, the chairman of the board.
Section 5.09. President. The president shall be responsible for the
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active management of the business of the corporation, shall perform such other
duties as may be prescribed by the board of directors or the chief executive
officer and shall have authority to execute such contracts and take such actions
required in connection therewith. In the absence of the chief executive officer
for any reason, including the failure of the board of directors to elect a chief
executive officer, or in the event of the chief executive officer's inability or
refusal to act, the president or any vice president designated by the board
shall have all the powers of, and be subject to all the restrictions upon, the
chief executive officer.
Section 5.10. Vice President. The vice president or, if there be more
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than one, the vice presidents, in the order determined by the board of directors
(or if there is no such determination, then in the order of their election),
shall, in the absence of the president for any reason, including the failure of
the board of directors to elect a president or in the event of the president's
inability or refusal to act, perform the duties of the president, and, when so
acting, have all the powers of, and be subject to all of the restrictions upon,
the president. The vice president or vice presidents shall perform such other
duties and have such other powers as the board of directors or the chief
executive officer may from time to time prescribe.
Section 5.11. Secretary. The secretary shall record or cause to be
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recorded in books provided for the purpose the minutes of the meetings of the
stockholders, the board of directors and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these bylaws and as required by law; shall be
custodian of all corporate records (other than financial); shall see that the
books, reports, statements, certificates and all other documents and records
required by law are properly kept and filed; and, in general, shall perform all
duties as may from time to time be assigned to him or her by the board of
directors or the chief executive officer.
Section 5.12. Assistant Secretary. The assistant secretary, or if there
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be more than one, the assistant secretaries, in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the secretary for any reason,
including the failure of the board of directors to elect a secretary or in the
event of the secretary's inability or refusal to act, perform the duties and
exercise the powers of the secretary
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and perform such other duties and have such other powers as the board of
directors or president may from time to time prescribe. Any assistant secretary
shall have authority to attest by his or her signature to the same extent as the
secretary.
Section 5.13. Treasurer and Chief Financial Officer. The treasurer shall
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be the chief financial officer and shall have charge and custody of, and be
responsible for, all funds and securities of the corporation, and shall deposit
all such funds to the credit of the corporation in such banks, trust companies
or other depositories as shall be selected in accordance with the provisions of
these bylaws; shall disburse the funds of the corporation as may be ordered by
the board of directors, making proper vouchers for such disbursements, and shall
render to the board of directors, whenever the board may require him or her so
to do, and shall present at the annual meeting of the stockholders a statement
of all his or her transactions as treasurer; and, in general, 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 or her by the board of directors or the
chief executive officer.
Section 5.14. Assistant Treasurer. The assistant treasurer, or if there
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be more than one, the assistant treasurers, in the order determined by the board
of directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the treasurer, for any reason, including the
failure of the board of directors to elect a treasurer, or the treasurer's
inability or refusal to act, perform the duties and exercise the powers of the
treasurer, and perform such other duties and have such other powers as the board
of directors and president may from time to time prescribe.
Section 5.15 Compensation. The compensation of the officers shall be
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fixed from time to time by or in the manner prescribed by the board of
directors, and none of such officers shall be prevented from receiving
compensation by reason of the fact that he or she is also a director of the
corporation. The application of this Section 5.15 shall not affect the right
any officer may have regarding compensation under an employment agreement.
ARTICLE VI
AMENDMENTS
Except as otherwise set forth in these bylaws, the certificate of
incorporation or the DGCL, these bylaws may be altered, amended or repealed, or
new bylaws may be adopted, by the affirmative vote of a majority of the
directors or a majority of the stockholders at any meeting at which a quorum is
present and upon proper notice. If the power to adopt, amend or repeal bylaws
is conferred upon the board of directors by the certificate of incorporation, it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal bylaws.
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