Exhibit 3.2
BYLAWS
OF
MICROSOFT CORPORATION
ARTICLE I
Shareholders
1.1 Annual Meeting. The annual meeting of the shareholders of the
Corporation for the election of directors and for the transaction of such other
business as properly may be submitted to such annual meeting, shall be held at
the hour and on the date designated by the Board of Directors or an authorized
committee of the Board of Directors, such date to be within 150 days of the end
of the fiscal year.
1.2 Special Meetings. Special meetings of the shareholders of the
Corporation, for any purpose or purposes, may be called at any time by the Board
of Directors or an authorized committee of the Board of Directors.
1.3 Place of Meetings. Meetings of shareholders shall be held at such
place within or without the State of Washington as determined by the Board of
Directors, or an authorized committee of the Board, pursuant to proper notice.
1.4 Notice. Written or electronic notice of each shareholders'
meeting stating the date, time, and place and, in case of a special meeting, the
purpose(s) for which such meeting is called, shall be given by the Corporation
not less than ten (10) (unless a greater period of notice is required by law in
a particular case) nor more than sixty (60) days prior to the date of the
meeting, to each shareholder of record, to the shareholder's address as it
appears on the current record of shareholders of the Corporation.
1.5 Quorum of Shareholders. At any meeting of the shareholders, a
majority in interest of all the shares entitled to vote on a matter, represented
by shareholders of record in person or by proxy, shall constitute a quorum of
that voting group for action on that matter.
Once a share is represented at a meeting, other than to object to
holding the meeting or transacting business, it is deemed to be present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for the adjourned meeting. At
such reconvened meeting, any business may be transacted that might have been
transacted at the meeting as originally notified.
If a quorum exists, action on a matter is approved by a voting group if
the votes cast within the voting group favoring the action exceed the votes cast
within the voting group opposing the action, unless the question is one upon
which by express provision of the Washington Business Corporation Act, as
amended ("WBCA"), or of the Articles of Incorporation or of these Bylaws a
different vote is required.
1.6 Adjournment. A majority of the shares represented at the meeting,
even if less than a quorum, may adjourn the meeting from time to time. At such
reconvened meeting at which a quorum is present any business may be transacted
at the meeting as originally notified. If a meeting is adjourned to a different
date, time, or place, notice need not be given of the new date, time, or place
if a new date, time, or place is announced at the meeting before adjournment;
however, if a new record date for the adjourned meeting is or must be fixed in
accordance with the WBCA, notice of the adjourned meeting must be given to
persons who are shareholders as of the new record date.
1.7 Record Date and Transfer Books. For the purpose of determining
shareholders who are entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a record date for any
such determination of shareholders, such date in any case to be not more than
seventy (70) days and, in case of a meeting of shareholders, not less than ten
(10) days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.
If no record date is fixed for such purposes, the date on which notice
of the meeting is given or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date, which it must do if the meeting is adjourned more than one hundred
twenty (120) days after the date is fixed for the original meeting.
1.8 Voting Record. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make at least ten (10) days
before each meeting of shareholders a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged by any
applicable voting groups and in alphabetical order, with the address of and the
number of shares held by each. Such record shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder or any shareholder's agent during the whole time of the meeting for
the purposes thereof.
1.9 Proxies. Shareholders of record may vote at any meeting either in
person or by proxy. A shareholder may appoint a proxy to vote for the
shareholder by submission of (a) an appointment form signed by the shareholder
or the shareholder's attorney-in-fact, or (b) an electronic transmission sent in
accordance with the provisions for electronic notice under Section 3.3. An
appointment of proxy is effective when an appointment form or an electronic
transmission (or documentary evidence thereof, including verification
information) is received by the person authorized to tabulate votes for the
Corporation. The proxy has the same power to vote as that possessed by the
shareholder, unless the appointment form or electronic transmission contains an
express limitation on the power to vote or direction as to how to vote the
shares on a particular matter, in which event the Corporation must tabulate the
votes in a manner consistent with that limitation or direction. An appointment
of proxy is valid for eleven (11) months unless a longer period is expressly
provided in the appointment form or electronic transmission.
1.10 Organization of Meeting. The officer designated by the Chief
Executive Officer (or in his absence, any other officer designated by the Board
of Directors) may call any meeting of shareholders to order and shall be the
Chairman thereof. The Secretary of the Corporation, if present at any meeting of
its shareholders, shall act as the Secretary of such meeting. If the Secretary
is absent from any such meeting, the Chairman of such meeting may appoint a
Secretary for the meeting.
1.11 Order of Business. The Chairman of a meeting of shareholders,
determined in accordance with Section 1.10, shall have discretion to establish
the order of business for such meeting subject to any specific order established
by the Board of Directors.
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ARTICLE II
Board of Directors
2.1 Number and Qualifications. The business affairs and property of
the Corporation shall be managed by a Board of not less than three directors nor
more than eleven directors. The number of directors may at any time be increased
or decreased by resolution of the Board of Directors or by the shareholders at
the annual meeting. Directors need not be shareholders of the Corporation or
residents of the State of Washington.
2.2 Election - Term of Office. The directors shall be elected by the
shareholders at each annual shareholders' meeting to hold office until the next
annual meeting of the shareholders and until their respective successors are
elected and qualified. If, for any reason, the directors shall not have been
elected at any annual meeting, they may be elected at a special meeting of
shareholders called for that purpose in the manner provided by these Bylaws.
2.3 Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places, and at such times as the Board may determine, and,
if so determined, no notice thereof need be given. A regular meeting of the
Board of Directors may be held without notice immediately after the annual
meeting of shareholders at the same place at which such meeting was held.
2.4 Special Meetings. Special meetings of the Board of Directors
may be held at any time or place upon the call of a majority of directors, the
Chief Executive Officer or the Chief Operating Officer.
2.5 Notice. No notice is required for regular meetings of the Board
of Directors. Notice of special meetings of the Board of Directors, stating the
date, time, and place thereof, shall be given in a manner described in Section
3.3 at least two (2) days prior to the date of the meeting. The purpose of the
meeting need not be given in the notice.
2.6 Waiver of Notice. A director may waive notice of a special
meeting of the Board of Directors either before or after the meeting, and such
waiver shall be deemed to be the equivalent of giving notice. The waiver must be
in given in accordance with the requirements of written or electronic notice in
Section 3.3. Attendance or participation of a director at a meeting shall
constitute waiver of notice of that meeting unless said director attends or
participates for the express purpose of objecting to the transaction of business
because the meeting has not been lawfully called or convened.
2.7 Quorum of Directors. A majority of the members of the Board of
Directors shall constitute a quorum for the transaction of business, but if at
any meeting of the Board there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time to time until a quorum shall
have been obtained. When a quorum is present at any meeting, a majority of the
members present shall decide any question brought before such meeting, except as
otherwise provided by the Articles of Incorporation or by these Bylaws.
2.8 Adjournment. A majority of the directors present, even if less
than a quorum, may adjourn a meeting and continue it to a later time. Notice of
the adjourned meeting or of the business to be transacted thereat, other than by
announcement, shall not be necessary. At any adjourned meeting at which a quorum
is present, any business may be transacted which could have been transacted at
the meeting as originally called.
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2.9 Resignation. Any director of the Corporation may resign at any
time by giving written notice to the Board of Directors, the Chairman, the
President, or the Secretary of the Corporation. Any such resignation is
effective when the notice is delivered, unless the notice specifies a later
effective date.
2.10 Vacancies. Unless otherwise provided by the WBCA, in case of any
vacancy in the Board of Directors, including a vacancy resulting from an
increase in the number of directors, the remaining directors, whether
constituting a quorum or not, may fill the vacancy.
2.11 Compensation. The Board of Directors shall have the sole
authority to fix the amount of compensation of directors.
2.12 Committees. The Board of Directors, by resolution adopted by a
majority of the full Board, may designate from among its members one or more
committees, each of which:
a. Shall have two (2) or more members;
b. Shall be governed by the same rules regarding meetings,
action without meetings, notice, and waiver of notice, and quorum
and voting requirements as applied to the Board; and
c. To the extent provided in such resolution, shall have and
may exercise all the authority of the Board, except no such committee
shall have the authority to:
(1) Authorize or approve a distribution except according to
a general formula or method prescribed by the Board;
(2) Approve or propose to shareholders action which the
WBCA requires to be approved by shareholders;
(3) Fill vacancies on the Board or on any of its
committees;
(4) Amend the Articles of Incorporation;
(5) Adopt, amend, or repeal the Bylaws;
(6) Approve a plan of merger not requiring shareholder
approval; or
(7) Authorize or approve the issuance or sale or
contract for sale of shares, or determine the designation and
relative rights, preferences, and limitations on a class or
series of shares, except that the Board may authorize a
committee, or a senior executive officer of the Corporation, to
do so within limits specifically prescribed by the Board.
ARTICLE III
Special Measures Applying to Meetings of
Shareholders, the Board of Directors and Committees of the Board
3.1 Action by Unanimous Consent. Any action required or permitted to
be taken at a meeting of the Board of Directors or a committee of the Board may
be accomplished without a meeting if the action is taken by all the members of
the Board or all the members of the committee, as the case may be. The action
must be evidenced by one or more consents describing the action to be taken,
given by all directors or all members of the committee, as the case may be, to
the Corporation for inclusion in the minutes in a manner equivalent to written
or
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electronic notice under Section 3.3. Directors' consents may be given either
before or after the action taken.
Action taken by unanimous consent is effective when the last director
consents to the action, unless the consent specifies a later effective date.
3.2 Use of Communications Equipment. Meetings of the shareholders,
the Board of Directors and committees of the Board may be effectuated by means
of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other during the meeting.
Participation by such means shall constitute presence in person at such meeting.
3.3 Oral, Written and Electronic Notice. Terms used in this Bylaw
shall be as defined in the WBCA.
Oral notice may be communicated in person or by telephone, wire or
wireless equipment that does not transmit a facsimile of the notice. Oral notice
is effective when communicated if communicated in a comprehensible manner.
Written notice may be transmitted by mail, private carrier, or personal
delivery; telegraph or teletype; or telephone, wire, or wireless equipment that
transmits a facsimile of the notice and provides the transmitter with an
electronically generated receipt. Written notice is effective at the earliest of
the following: (a) when received; (b) five (5) days after its deposit in the
U.S. mail if mailed with first-class postage, to the address as it appears on
the current records of the Corporation; (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee. Written notice to a
shareholder is effective (a) when mailed, if mailed with first class postage
prepaid; and (b) when dispatched, if prepaid, by air courier.
Notices to directors and shareholders from the Corporation and from
directors and shareholders to the Corporation may be provided in an electronic
transmission which contains or is accompanied by information from which it can
be reasonably verified that the transmission was authorized by the shareholder
or by the shareholder's attorney-in-fact. Subject to contrary provisions in the
WBCA, notice to shareholders or directors in an electronic transmission shall be
effective only with respect to shareholders and directors that have consented,
in the form of a record, to receive electronically transmitted notices and that
have designated in the consent the address, location, or system to which these
notices may be electronically transmitted and with respect to a notice that
otherwise complies with any other requirements of the WBCA and any applicable
federal law. A shareholder or director who has consented to receipt of
electronically transmitted notices may revoke this consent by delivering a
revocation to the Corporation in the form of a record. The consent of any
shareholder or director is revoked if (a) the Corporation is unable to
electronically transmit two consecutive notices given by the Corporation in
accordance with the consent, and (b) this inability becomes known to the
Secretary, the transfer agent, or any other person responsible for giving the
notice. The inadvertent failure by the Corporation to treat this inability as a
revocation does not invalidate any meeting or other action.
ARTICLE IV
Officers
4.1 Positions. The officers of the Corporation may consist of a
Chairman, a Chief Executive Officer, a President, one or more Vice Presidents
(who may be designated as Corporate Vice Presidents, Senior Vice Presidents,
Executive Vice Presidents or Group Vice Presidents), a Secretary and a Treasurer
as appointed by the Board of Directors or the Chief Executive Officer. The
Corporation may have such additional or assistant officers (sometimes referred
to as "additional officers") as the Board of Directors, Chief Executive Officer
or Chief
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Operating Officer may deem necessary for its business and may appoint from time
to time. The Board of Directors shall also have the authority, but shall not be
required, to designate officers as the Chief Operating Officer, the Chief
Financial Officer or similar such titles. Any two or more offices may be held by
the same person.
If a director/officer has not been designated as Chairman, or if the
designated Chairman is not present at a meeting, the Board of Directors shall
elect a Chairman from amongst its members to serve as Chairman of the Board of
Directors for such meeting. The Chairman shall preside at all meetings of the
Board of Directors, and shall have such other powers as the Board may determine.
4.2 Appointment and Term of Office. The officers of the Corporation
shall be appointed annually by the Board of Directors at the first meeting of
the Board held after each annual meeting of the shareholders. If officers are
not appointed at such meeting, such appointment shall occur as soon as possible
thereafter, or may be left vacant. Each officer shall hold office until a
successor shall have been appointed and qualified or until said officer's
earlier death, resignation, or removal.
4.3 Authority and Duties of the Chief Executive Officer. The Chief
Executive Officer shall have general charge and supervision of the business of
the Corporation, shall see that all orders, actions and resolutions of the Board
of Directors are carried out, and shall have such other authority and shall
perform such other duties as set forth in these Bylaws or, to the extent
consistent with the Bylaws, such other authorities and duties as prescribed by
the Board.
4.4 Authority and Duties of Other Officers. Each officer other than
the Chief Executive Officer shall have the authority and shall perform the
duties set forth in these Bylaws or, to the extent consistent with the Bylaws,
the duties prescribed by the Board of Directors, by the Chief Executive Officer,
or by an officer authorized by the Board to prescribe the duties of such
officer. Any designation of duties by the Chief Executive Officer or other
officer shall be subject to review by the Board of Directors but shall be in
full force and effect in the absence of such review.
4.5 Compensation and Contract Rights. The Board of Directors shall
have authority (a) to fix the compensation, whether in the form of salary,
bonus, stock options or otherwise, of all officers and employees of the
Corporation, either specifically or by formula applicable to particular classes
of officers or employees, and (b) to authorize officers of the Corporation to
fix the compensation of subordinate employees. The Board of Directors shall have
authority to appoint a Compensation Committee and may delegate to such committee
any or all of its authority relating to compensation. The appointment of an
officer shall not of itself create contract rights.
4.6 Resignation or Removal. Any officer of the Corporation may resign
at any time by giving notice to the Board of Directors or the Corporation. Any
such resignation is effective when the notice is given, unless the notice
specifies a later date, and shall be without prejudice to the contract rights,
if any, of such officer.
The Board of Directors, by majority vote of the entire Board, may
remove any officer or agent, with or without cause. An officer or assistant
officer, if appointed by another officer, may also be removed by any officer
authorized to appoint officers or assistant officers. The removal shall be
without prejudice to the contract rights, if any, of the person so removed.
4.7 Vacancies. If any office becomes vacant by any reason, the
directors may appoint a successor or successors who shall hold office for the
unexpired term or leave such office vacant.
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ARTICLE V
Certificates of Shares and Their Transfer
5.1 Issuance; Certificates of Shares. No shares of the Corporation
shall be issued unless authorized by the Board of Directors. Such authorization
shall include the maximum number of shares to be issued, the consideration to be
received, and a statement that the Board of Directors considers the
consideration to be adequate. Shares may but need not be represented by
certificates. Certificates for shares of the Corporation shall be in such form
as is consistent with the provisions of the WBCA or the law of a predecessor
corporation and after the effective date of these Bylaws shall state:
a. The name of the Corporation and that the Corporation is
organized under the laws of the State of Washington;
b. The name of the person to whom issued; and
c. The number and class of shares and the designation of the
series, if any, which such certificate represents.
The certificate shall be signed by original or facsimile signature of
two officers of the Corporation, and the seal of the Corporation may be affixed
thereto.
5.2 Rules and Regulations Concerning the Issue, Transfer and
Registration of Shares. The Board of Directors shall have power and authority to
make all such rules and regulations as the Board may deem proper or expedient
concerning the issue, transfer and registration of shares of stock. In case of
the loss, mutilation, or destruction of a certificate of stock, a duplicate
certificate may be issued upon such terms as the Board of Directors shall
authorize. The Board of Directors shall have power and authority to appoint from
time to time one or more transfer agents and registrar of the shares of stock.
5.3 Shares without Certificates. The Board of Directors may authorize
the issue of some or all of the shares without certificates. Within a reasonable
time after the issue or transfer of shares without certificates, the Corporation
shall send the shareholder a written statement of the information required on
certificates by the WBCA.
ARTICLE VI
Books and Records
6.1 Books of Accounts, Minutes, and Share Register. Except as
otherwise provided by law the Corporation:
a. Shall keep as permanent records minutes of all meetings of
its shareholders and Board of Directors, a record of all actions taken
by the Board without a meeting, and a record of all actions taken by a
committee of the Board exercising the authority of the Board on behalf
of the Corporation;
b. Shall maintain appropriate accounting records;
c. Or its agent shall maintain a record of its shareholders, in
a form that permits preparation of a list of the names and addresses of
all shareholders, in alphabetical order by class of shares showing the
number and class of shares held by each; and
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d. Shall keep a copy of the following records at its principal
office:
(1) The Articles or Restated Articles of Incorporation
and all amendments to them currently in effect;
(2) The Bylaws or Restated Bylaws and all amendments to
them currently in effect;
(3) The minutes of all shareholders' meetings, and
records of all actions taken by shareholders without a meeting,
for the past three (3) years;
(4) Its financial statements for the past three (3)
years, including balance sheets showing in reasonable detail
the financial condition of the Corporation as of the close of
each fiscal year, and an income statement showing the results
of its operations during each fiscal year prepared on the
basis of generally accepted accounting principles or, if not,
prepared on a basis explained therein;
(5) All communications to shareholders generally within
the past three (3) years;
(6) A list of the names and business addresses of its
current directors and officers; and
(7) Its most recent annual report delivered to the
Secretary of State of Washington.
6.2 Copies of Resolutions. Any person dealing with the Corporation
may rely upon a copy of any of the records of the proceedings, resolutions, or
votes of the Board of Directors or shareholders, when certified by the
Secretary, an assistant secretary, or other officer authorized by the Board.
Adopted: August 22, 2002.
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