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Table of Contents


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ARTICLE 1 OFFICES		1
Section 1.1 Principal Office		1
Section 1.2 Other Offices		1
ARTICLE 2 DIRECTORS		1
Section 2.1 Exercise of Corporate Powers		1
Section 2.2 Number		1
Section 2.3 Need Not Be Shareholders		1
Section 2.4 Compensation		1
Section 2.5 Election and Term of Office		2
Section 2.6 Vacancies		2
Section 2.7 Removal		2
Section 2.8 Meetings of Directors		3
ARTICLE 3 OFFICERS		4
Section 3.1 Election and Qualifications		4
Section 3.2 Term of Office and Compensation		4
Section 3.3 Removal and Vacancies		4
ARTICLE 4 CHAIRMAN OF THE BOARD		5
ARTICLE 5 PRESIDENT		5
Section 5.1 Powers and Duties		5
Section 5.2 President Pro Tem		5
ARTICLE 6 VICE PRESIDENT		5
ARTICLE 7SECRETARY		6
Section 7.1 The powers and duties of the Secretary are:		6
ARTICLE 8 CHIEF FINANCIAL OFFICER		7
Section 8.1 The powers and duties of the Chief Financial Officer are:		7
ARTICLE 9 COMMITTEES OF THE BOARD		7
Section 9.1 Appointment and Procedure		7
Section 9.2 Powers		8
Section 9.3 Executive Committee		8
ARTICLE 10 MEETINGS OF SHAREHOLDERS		8

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Table of Contents
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Section 10.1 Place of Meetings		8
Section 10.2 Annual Meetings		8
Section 10.3 Special Meetings		11
Section 10.4 Notice of Meetings		11
Section 10.5 Delivery of Notice		11
Section 10.6 Adjourned Meetings		11
Section 10.7 Consent To Shareholders Meeting		12
Section 10.8 Notice of Business to be Transacted in Certain Cases		12
Section 10.9 Quorum Vote Required		12
Section 10.10 Actions Without Meeting		13
Section 10.11 Revocation of Consent		13
Section 10.12 Voting Rights		14
Section 10.13 Determination of Holders of Record		14
Section 10.14 Elections For Directors		14
Section 10.15 Proxies		15
Section 10.16 Inspectors of Election		15
ARTICLE 11 SUNDRY PROVISIONS		16
Section 11.1 Shares Held by The Corporation		16
Section 11.2 Certificates of Stock		16
Section 11.3 Lost Certificates		16
Section 11.4 Certification and Inspection of Bylaws		16
Section 11.5 Notices		16
Section 11.6 Reports to Shareholders		17
Section 11.7 Indemnification of Directors, Officers, and Employees		17
Section 11.8 Loans to Officers		19
ARTICLE 12 CONSTRUCTION OF BYLAWS WITH REFERENCE TO PROVISIONS OF LAW		20
Section 12.1 Definitions		20
Section 12.2 Bylaw Provisions Additional and Supplemental to Provisions of Law		20

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Table of Contents
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Section 12.3 Bylaw Provisions Contrary to Or Inconsistent With Provisions of Law		20
ARTICLE 13 ADOPTION, AMENDMENT, OR REPEAL OF BYLAWS		20
Section 13.1 By Shareholders		20
Section 13.2 By The Board of Directors		20

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BYLAWS

PHOTON DYNAMICS, INC.

A CALIFORNIA CORPORATION

ARTICLE 1

OFFICES

Section 1.1 Principal Office. The principal office for the transaction of the business of the corporation shall be located at 18981 Palo Alto Oaks Court, Saratoga, California 95070. The Board of Directors is hereby granted full power and authority to change said principal office to another location within or without the State of California.

Section 1.2 Other Offices. One or more branch or other subordinate offices may at any time be fixed and located by the Board of Directors at such place or places within or without the State of California as it deems appropriate.

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