Exhibit 3.4
BYLAWS
OF
SUN MICROSYSTEMS, INC.
(As adopted on December 14, 1990
and last amended as of September 22, 2005)
TABLE OF CONTENTS
SMI Bylaws
1/30
September 22, 2005
Page
ARTICLE I – CORPORATE OFFICES
5
1.1 REGISTERED OFFICE
5
1.2 OTHER OFFICES
5
ARTICLE II – STOCKHOLDERS
5
2.1 PLACE OF MEETINGS
5
2.2 ANNUAL MEETING
5
2.3 SPECIAL MEETING
7
2.4 NOTICE OF STOCKHOLDERS’ MEETINGS
8
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
8
2.6 QUORUM
8
2.7 ADJOURNED MEETING; NOTICE
9
2.8 CONDUCT OF BUSINESS
9
2.9 WAIVER OF NOTICE
9
2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
9
2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
10
2.12 VOTING
11
2.13 PROXIES
12
2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE
12
2.15 INSPECTORS OF ELECTION
13
ARTICLE III – DIRECTORS
13
3.1 POWERS
13
3.2 NUMBER OF DIRECTORS
13
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
14
3.4 RESIGNATION AND VACANCIES
14
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE
15
SMI Bylaws
2/30
September 22, 2005
Page
3.6 REGULAR MEETINGS
16
3.7 SPECIAL MEETINGS; NOTICE
16
3.8 QUORUM
16
3.9 WAIVER OF NOTICE
16
3.10 CONDUCT OF BUSINESS
17
TABLE OF CONTENTS
Page
ARTICLE I – CORPORATE OFFICES
5
1.1 REGISTERED OFFICE
5
1.2 OTHER OFFICES
5
ARTICLE II – STOCKHOLDERS
5
2.1 PLACE OF MEETINGS
5
2.2 ANNUAL MEETING
5
2.3 SPECIAL MEETING
7
2.4 NOTICE OF STOCKHOLDERS’ MEETINGS
8
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
8
2.6 QUORUM
8
2.7 ADJOURNED MEETING; NOTICE
9
2.8 CONDUCT OF BUSINESS
9
2.9 WAIVER OF NOTICE
9
2.10 STOCK