Exhibit 3.3
AMENDED AND RESTATED
BYLAWS
OF
RAMBUS INC.
TABLE OF CONTENTS
Page
ARTICLE I CORPORATE OFFICES
1
1.1 REGISTERED OFFICE
1
1.2 OTHER OFFICES
1
ARTICLE II MEETINGS OF STOCKHOLDERS
1
2.1 PLACE OF MEETINGS
1
2.2 ANNUAL MEETING
1
2.3 SPECIAL MEETING
1
2.4 NOTICE OF STOCKHOLDERS' MEETINGS
2
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
2
2.6 QUORUM
2
2.7 ADJOURNED MEETING; NOTICE
2
2.8 CONDUCT OF BUSINESS
3
2.9 VOTING
3
2.10 WAIVER OF NOTICE
3
2.11 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
3
2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
3
2.13 PROXIES
4
2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE
4
2.15
ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER
BUSINESS
5
2.16 INSPECTORS OF ELECTION
6
ARTICLE III DIRECTORS
6
3.1 POWERS
6
3.2 NUMBER OF DIRECTORS
7
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
7
3.4 RESIGNATION AND VACANCIES
7
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE
8
3.6 CHAIRPERSON OF THE BOARD
8
3.7 REGULAR MEETINGS
8
3.8 SPECIAL MEETINGS; NOTICE
9
3.9 QUORUM
9
3.10 ADJOURNED MEETING; NOTICE
9
3.11 WAIVER OF NOTICE
9
3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
10
3.13 FEES AND COMPENSATION OF DIRECTORS
10
3.14 APPROVAL OF LOANS TO EMPLOYEES
10
TABLE OF CONTENTS
-i-
TABLE OF CONTENTS
(Continued)
Page
ARTICLE I CORPORATE OFFICES
1
1.1 REGISTERED OFFICE
1
1.2 OTHER OFFICES
1
ARTICLE II MEETINGS OF STOCKHOLDERS
1
2.1 PLACE OF MEETINGS
1
2.2 ANNUAL MEETING
1
2.3 SPECIAL MEETING
1
2.4 NOTICE OF STOCKHOLDERS' MEETINGS
2
2.5 MANNER OF GIVING NOTICE; AFFI