EXHIBIT 3.2(a)
CERTEGY INC.
AMENDED AND RESTATED
BYLAWS
Effective as of February 5, 2004
CERTGEY INC.
AMENDED AND RESTATED
BYLAWS
CONTENTS
ARTICLE ONE MEETINGS OF THE SHAREHOLDERS
1
Section 1.1 Annual Meeting
1
Section 1.2 Special Meetings
1
Section 1.3 Notice of Meetings
1
Section 1.4 Voting Groups
1
Section 1.5 Quorum
1
Section 1.6 Vote Required for Action
2
Section 1.7 Adjournments
2
Section 1.8 Presiding Officer
2
Section 1.9 Voting of Shares
2
Section 1.10 Proxies
2
Section 1.11 Record Date
2
Section 1.12 Shareholder Proposals and Nominations
3
ARTICLE TWO BOARD OF DIRECTORS
5
Section 2.1 General
5
Section 2.2 Number of Directors and Term of Office
5
Section 2.3 Election of Directors
6
Section 2.4 Vacancies
6
Section 2.5 Regular Meetings
6
Section 2.6 Special Meetings
6
Section 2.7 Notice of Meetings
6
Section 2.8 Quorum; Adjournments
6
Section 2.9 Vote Required for Action
7
Section 2.10 Action by Directors Without a Meeting
7
Section 2.11 Compensation of Directors
7
ARTICLE THREE ELECTIONS OF OFFICERS AND COMMITTEES
7
Section 3.1 Election of Officers
7
Section 3.2 Committees
8
ARTICLE FOUR OFFICERS
8
Section 4.1 Officers
8
Section 4.2 Chairman of the Board
8
Section 4.3 Vice Chairman of the Board
9
Section 4.4 Chief Executive Officer
9
Section 4.5 President
9
Section 4.6 Chief Operating Officer
9
Section 4.7 Executive Vice Presidents
10
Section 4.8 Vice Presidents
10
Section 4.9 Treasurer
10
Section 4.10 Secretary
10
Section 4.11 Voting of Stock
10
CERTGEY INC.
AMENDED AND RESTATED
BYLAWS
CONTENTS
ARTICLE ONE MEETINGS OF THE SHAREHOLDERS
1
Section 1.1 Annual Meeting
1
Section 1.2 Special Meetings
1
Section 1.3 Notice of Meetings