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Title: |
Bylaws |
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Date: |
2006 |
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78KB total |
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$54 |
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ID: |
#2278261 |
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BYLAWS
OF
EXAR (DELAWARE) CORPORATION
(a Delaware corporation)
Amended and Restated
April 1, 1994
September 30, 2002
October 27, 2005
July 19, 2006
TABLE OF CONTENTS
| Page | ||||||
| ARTICLE I. | OFFICES | 1 | ||||
| Section 1. | Registered Office | 1 | ||||
| Section 2. | Other Offices | 1 | ||||
| ARTICLE II. | CORPORATE SEAL | 1 | ||||
| Section 3. | Corporate Seal | 1 | ||||
| ARTICLE III. | STOCKHOLDERS MEETINGS | 1 | ||||
| Section 4. | Place of Meetings | 1 | ||||
| Section 5. | Annual Meeting | 1 | ||||
| Section 6. | Special Meetings | 3 | ||||
| Section 7. | Notice of Meetings | 3 | ||||
| Section 8. | Quorum | 4 | ||||
| Section 9. | Adjournment and Notice of Adjourned Meetings | 4 | ||||
| Section 10. | Voting Rights | 4 | ||||
| Section 11. | Joint Owners of Stock | 5 | ||||
| Section 12. | List of Stockholders | 5 | ||||
| Section 13. | Organization | 5 | ||||
| ARTICLE IV. | DIRECTORS | 6 | ||||
| Section 14. | Number and Term of Office; Qualifications | 6 | ||||
| Section 15. | Powers | 6 | ||||
| Section 16. | Classes of Directors | 6 | ||||
| Section 17. | Vacancies | 7 | ||||
| Section 18. | Resignation | 7 | ||||
| Section 19. | Removal | 8 | ||||
| Section 20. | Meetings | 8 | ||||
| Section 21. | Quorum and Voting | 9 | ||||
| Section 22. | Action Without Meeting | 9 | ||||
| Section 23. | Fees and Compensation | 9 | ||||
| Section 24. | Committees | 9 | ||||
| Section 25. | Organization | 11 | ||||
| ARTICLE V. | OFFICERS | 11 | ||||
| Section 26. | Officers Designated | 11 | ||||
| Section 27. | Tenure and Duties of Officers | 12 | ||||
| Section 28. | Delegation of Authority | 13 | ||||
| Section 29. | Resignations | 13 | ||||
| Section 30. | Removal | 13 | ||||
-i-
TABLE OF CONTENTS
(continued)
| Page | ||||||
| ARTICLE VI. | EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION | 13 | ||||
| Section 31. | Execution of Corporate Instruments | 13 | ||||
| Section 32. | Voting of Securities Owned by the Corporation | 14 | ||||
| ARTICLE VII. | SHARES OF STOCK | 14 | ||||
| Section 33. | Form and Execution of Certificates | 14 | ||||
| Section 34. | Lost Certificates | 14 | ||||
| Section 35. | Transfers | 15 | ||||
| Section 36. | Fixing Record Dates | 15 | ||||
| Section 37. | Registered Stockholders | 15 | ||||
| ARTICLE VIII. | OTHER SECURITIES OF THE CORPORATION | 15 | ||||
| Section 38. | Execution of Other Securities | 15 | ||||
| ARTICLE IX. | DIVIDENDS | 16 | ||||
| Section 39. | Declaration of Dividends | 16 | ||||
| Section 40. | Dividend Reserve | 16 | ||||
| ARTICLE X. | FISCAL YEAR | 16 | ||||
| Section 41. | Fiscal Year | 16 | ||||
| ARTICLE XI. | INDEMNIFICATION | 17 | ||||
| Section 42. | Indemnification of Directors, Officers, Employees and Other Agents | 17 | ||||
| ARTICLE XII. | NOTICES | 21 | ||||
| Section 43. | Notices | 21 | ||||
| ARTICLE XIII. | AMENDMENTS | 23 | ||||
| Section 44. | Amendments | 23 | ||||
| ARTICLE XIV. | LOANS TO OFFICERS | 23 | ||||
| Section 45. | Loans to Officers | 23 | ||||
-ii-
BYLAWS
OF
EXAR (DELAWARE) CORPORATION
(a Delaware corporation)
ARTICLE I
Offices
Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Dover, County of Kent.
Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business in San Jose, California, at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and 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
Corporate Seal
Section 3. Corporate Seal.
The corporate seal shall consist of a die bearing the name of the corporation. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE III
Stockholders Meetings
Section 4. Place of Meetings.
Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof.
Section 5. Annual Meeting.
(a) The annual meeting of the stockholders of the corporation, for the purpose of election of Directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.
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