|
|
|
|
Document Preview Bylaws |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Bylaws |
|||
|
Entities: |
||||
|
Date: |
2001 |
|||
|
Size: |
Preview shows 18KB of 76KB total |
|||
|
Price: |
$55 |
|||
|
ID: |
#1112239 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
BYLAWS
OF
NASSDA Corporation
BYLAWS OF
NASSDA Corporation
TABLE OF CONTENTS
Page
----
ARTICLE I CORPORATE OFFICES 1
I.1 PRINCIPAL OFFICE 1
I.2 OTHER OFFICES 1
ARTICLE II MEETINGS OF SHAREHOLDERS 1
II.1 PLACE OF MEETINGS 1
II.2 ANNUAL MEETING 1
II.3 SPECIAL MEETING 2
II.4 NOTICE OF SHAREHOLDERS' MEETINGS 2
II.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE 2
II.6 QUORUM 3
II.7 ADJOURNED MEETING; NOTICE 3
II.8 VOTING 4
II.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT 4
II.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING 5
II.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS 6
II.12 PROXIES 6
II.13 INSPECTORS OF ELECTION 7
ARTICLE III DIRECTORS 7
III.1 POWERS 7
III.2 NUMBER OF DIRECTORS 8
III.3 ELECTION AND TERM OF OFFICE OF DIRECTORS 8
III.4 RESIGNATION AND VACANCIES 8
III.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE 9
III.6 REGULAR MEETINGS 9
III.7 SPECIAL MEETINGS; NOTICE 9
III.8 QUORUM 10
III.9 WAIVER OF NOTICE 10
III.10 ADJOURNMENT 10
III.11 NOTICE OF ADJOURNMENT 10
III.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING 10
III.13 FEES AND COMPENSATION OF DIRECTORS 11
III.14 APPROVAL OF LOANS TO OFFICERS 11
ARTICLE IV COMMITTEES 11
IV.1 COMMITTEES OF DIRECTORS 11
IV.2 MEETINGS AND ACTION OF COMMITTEES 12
-i-
ARTICLE V OFFICERS 12
V.1 OFFICERS 12
V.2 ELECTION OF OFFICERS 12
V.3 SUBORDINATE OFFICERS 13
V.4 REMOVAL AND RESIGNATION OF OFFICERS 13
V.5 VACANCIES IN OFFICES 13
V.6 CHAIRMAN OF THE BOARD 13
V.7 PRESIDENT 13
V.8 VICE PRESIDENTS 14
V.9 SECRETARY 14
V.10 CHIEF FINANCIAL OFFICER 14
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS 16
VI.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS 16
VI.2 INDEMNIFICATION OF OTHERS 16
VI.3 PAYMENT OF EXPENSES IN ADVANCE 16
VI.4 INDEMNITY NOT EXCLUSIVE 16
VI.5 INSURANCE INDEMNIFICATION 17
VI.6 CONFLICTS 17
ARTICLE VII RECORDS AND REPORTS 17
VII.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER 17
VII.2 MAINTENANCE AND INSPECTION OF BYLAWS 18
VII.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS 18
VII.4 INSPECTION BY DIRECTORS 18
VII.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER 19
VII.6 FINANCIAL STATEMENTS 19
VII.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS 19
ARTICLE VIII GENERAL MATTERS 20
VIII.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING 20
VIII.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS 20
VIII.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED 20
VIII.4 CERTIFICATES FOR SHARES 21
VIII.5 LOST CERTIFICATES 21
VIII.6 CONSTRUCTION; DEFINITIONS 21
ARTICLE IX AMENDMENTS 22
IX.1 AMENDMENT BY SHAREHOLDERS 22
IX.2 AMENDMENT BY DIRECTORS 22
-ii-
TABLE OF CONTENTS
(Continued)
Page
----
-iii-
TABLE OF CONTENTS
(Continued)
Page
----
-iv-
BYLAWS
------
OF
--
NASSDA Corporation
------------------
ARTICLE I
CORPORATE OFFICES
-----------------
I.1 PRINCIPAL OFFICE
----------------
The board of directors shall fix the location of the principal executive
office of the corporation at any place within or outside the State of
California. If the principal executive office is located outside such state and
the corporation has one or more business offices in such state, then the board
of directors shall fix and designate a principal business office in the State of
California.
I.2 OTHER OFFICES
-------------
The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
------------------------
II.1 PLACE OF MEETINGS
-----------------
Meetings of shareholders shall be held at any place within or outside the
State of California designated by the board of directors. In the absence of any
such designation, shareholders' meetings shall be held at the principal
executive office of the corporation.
II.2 ANNUAL MEETING
--------------
The annual meeting of shareholders shall be held each year on a date and at
a time designated by the board of directors. In the absence of such designation,
the annual meeting of shareholders shall be held on the second Tuesday of
January in each year at 10:00 a.m However, if such day falls on a legal holiday,
then the meeting shall be held at the same time and place on the next succeeding
full business day. At the meeting, directors shall be elected, and any other
proper business may be transacted.
II.3 SPECIAL MEETING
---------------
A special meeting of the shareholders may be called at any time by the
board of directors, or by the chairman of the board, or by the president, or by
one or more shareholders holding shares in the aggregate entitled to cast not
less than ten percent (10%) of the votes at that meeting.
If a special meeting is called by any person or persons other than the
board of directors or the president or the chairman of the board, then the
request shall be in writing, specifying the time of such meeting and the general
nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the chairman of the board, the president, any vice president or
the secretary of the corporation. The officer receiving the request shall cause
notice to be promptly given to the shareholders entitled to vote, in accordance
with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will
be held at the time requested by the person or persons calling the meeting, so
long as that time is not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, then the person or persons requesting
the meeting may give the notice. Nothing contained in this paragraph of this
Section 2.3 shall be construed as limiting, fixing or affecting the time when a
meeting of shareholders called by action of the board of directors may be held.
II.4 NOTICE OF SHAREHOLDERS' MEETINGS
--------------------------------
All notices of meetings of shareholders shall be sent or otherwise given in
accordance with Section 2.5 of these bylaws not less than ten (10) (or, if sent
by third-class mail pursuant to Section 2.5 of these bylaws, thirty (30)) nor
more than sixty (60) days before the date of the meeting. The notice shall
specify the place, date, and hour of the meeting and (i) in the case of a
special meeting, the general nature of the business to be transacted (no
business other than that specified in the notice may be transacted) or (ii) in
the case of the annual meeting, those matters which the board of directors, at
the time of giving the notice, intends to present for action by the shareholders
(but subject to the provisions of the next paragraph of this Section 2.4 any
proper matter may be presented at the meeting for such action). The notice of
any meeting at which directors are to be elected shall include the name of any
nominee or nominees who, at the time of the notice, the board intends to present
for election.
If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California (the
"Code"), (ii) an amendment of the articles of incorporation, pursuant to Section
902 of the Code, (iii) a reorganization of the corporation, pursuant to Section
1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to
Section 1900 of the Code, or (v) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares, pursuant to Section
2007 of the Code, then the notice shall also state the general nature of that
proposal.
II.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
--------------------------------------------
Written notice of any meeting of shareholders shall be given either (i)
personally or (ii) by first-class mail or (iii) by third-class mail but only if
the corporation has outstanding shares held of record
-2-
by five hundred (500) or more persons (determined as provided in Section 605 of
the Code) on the record date for the shareholders' meeting, or (iv) by
telegraphic or other written communication. Notices not personally delivered
shall be sent charges prepaid and shall be addressed to the shareholder at the
address of that shareholder appearing on the books of the corporation for the
purpose of notice. If no such address appears on the corporation's books or is
given, notice shall be deemed to have been given if sent to that shareholder by
mail or telegraphic or other written communication to the corporation's
principal executive office, or if published at least once in a newspaper of
general circulation in the county where that office is located. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written communication.
If any notice addressed to a shareholder at the address of that shareholder
appearing on the books of the corporation is returned to the corporation by the
United States Postal Service marked to indicate that the United States Postal
Service is unable to deliver the notice to the shareholder at that address, then
all future notices or reports shall be deemed to have been duly given without
further mailing if the same shall be available to the shareholder on written
demand of the shareholder at the principal executive office of the corporation
for a period of one (1) year from the date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.
II.6 QUORUM
------
The presence in person or by proxy of the holders of a majority of the
shares entitled to vote thereat constitutes a quorum for the transaction of
business at all meetings of shareholders. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
II.7 ADJOURNED MEETING; NOTICE
-------------------------
Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of the
|
End of Preview |
Home Intelligence Services Subscriptions News About Us