AMENDED BY-LAWS
Published on February 6, 1997
Exhibit 3.2
BY-LAWS
OF
EMCORE CORPORATION
Adopted As of September 27, 1986
Amended Through January 11, 1989
ARTICLE I
OFFICES
1. Principal Place of Business. The principal place of business
of the Corporation is 35 Elizabeth Avenue, Somerset, New Jersey 08873.
2. Other Places of Business. Branch or subordinate places of
business or offices may be established at any time by the Board at any place
or places where the Corporation is qualified to do business.
ARTICLE II
SHAREHOLDERS
1. Annual Meeting. The annual meeting of shareholders shall be
held upon not less than ten or more than sixty days written notice of the
time, place, and purpose of the meeting at 10 o'clock a.m. on the fourth
Thursday of the month of October of each year at the corporate offices, or at
such other time and place as shall be specified in the notice of meeting, in
order to elect directors and transact such other business as shall come before
the meeting. If that date is a legal holiday, the meeting shall be held at
the same hour on the next succeeding business day.
2. Special Meetings. A special meeting of shareholders may be
called for any purpose by the president or the Board. A special meeting shall
be held upon not less than ten nor more than sixty days written notice of the
time, place and purpose of the meeting.
3. Action Without Meeting. The shareholders may act without a
meeting if, prior or subsequent to such action, each shareholder who would
have been entitled to vote upon such action shall consent in writing to such
action. Such written consent or consents shall be filed in the minute book.
4. Quorum. The presence at a meeting in person or by proxy of the
holders of shares entitled to cast a majority of the votes shall constitute a
quorum.
ARTICLE III
BOARD OF DIRECTORS
1. Number and Term of Office. The Board shall consist of such
number of members as may be determined from time to time by resolution of the
Board. Each director shall be elected by the shareholders at each annual
meeting and shall hold office until the next annual meeting of shareholders
and until that director's successor shall have been elected and qualified.
2. Regular Meetings. A regular meeting of the Board shall be held
without notice immediately following and at the same place as the annual
shareholders' meeting for the purposes of electing officers and conducting
such other business as may come before the meeting. The Board, by resolution,
may provide for additional regular meetings which may be held without notice,
except to members not present at the time of the adoption of the resolution.
3. Special Meetings. A special meeting of the Board may be called
at any time by the president or a majority of the members of the Board for any
purpose. Such meeting shall be held upon one days notice if given orally
(either by telephone or in person) or by telegraph, or by three days notice if
given by depositing the notice in the United States mails, postage prepaid.
Such notice shall specify the time and place of the meeting.
4. Action Without Meeting. The Board may act without a meeting
if, prior or subsequent to such action, each member of the Board shall consent
in writing to such action. Such written consent or consents shall be filed in
the minute book.
5. Quorum. One-half of the entire Board shall constitute a quorum
for the transaction of business.
6. Vacancies in Board of Directors. Any vacancy in the Board,
including a vacancy caused by an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors, even
though less than a quorum of the Board, or by a sole remaining director.
ARTICLE IV
WAIVERS OF NOTICE
Any notice required by these By-Laws, by the Certificate of
Incorporation, or by the New Jersey Business Corporation Act may be waived in
writing by any person entitled to notice. The waiver or waivers may be
executed either before or after the event with respect to which notice is
waived. Each director or shareholder attending a meeting without protesting,
prior to its conclusion, the lack of proper notice shall be deemed conclu-
sively to have waived notice of the meeting.
ARTICLE V
OFFICERS
1. Election. At its regular meeting following the annual meeting
of shareholders, the Board shall elect a president, a treasurer, a secretary,
and it may elect such other officers, including one or more vice presidents,
as it shall deem necessary. One person may hold two or more offices.
2. Duties and Authority of President. The president shall be
chief executive officer of the Corporation. Subject only to the authority of
the Board, he shall have general charge and supervision over, and
responsibility for, the business and affairs of the Corporation. Unless
otherwise directed by the Board, all other officers shall be subject to the
authority and supervision of the president. The president may enter into and
execute in the name of the Corporation contracts or other instruments in the
regular course of business or contracts or other instruments not in the
regular course of business which are authorized, either generally or
specifically, by the Board. He shall have the general powers and duties of
management usually vested in the office of president of a corporation.
3. Duties and Authority of Vice President. The vice president
shall perform such duties and have such authority as from time to time may be
delegated to him by the president or by the Board. In the absence of the
president or in the event of his death, inability, or refusal to act, the vice
president shall perform the duties and be vested with the authority of the
president.
4. Duties and Authority of Treasurer. The treasurer shall have
the custody of the funds and securities of the Corporation and shall keep or
cause to be kept regular books of account for the Corporation. The treasurer
shall perform such other duties and possess such other powers as are incident
to that office or as shall be assigned by the president or the Board.
5. Duties and Authority of Secretary. The secretary shall cause
notices of all meetings to be served as prescribed in these By-Laws and shall
keep or cause to be kept the minutes of all meetings of the shareholders and
the Board. The secretary shall have charge of the seal of the Corporation.
The Secretary shall perform such other duties and possess such other powers as
are incident to that office or as are assigned by the president or the Board.
ARTICLE VI
AMENDMENTS TO AND EFFECT OF
BY-LAWS FISCAL YEAR
1. Force and Effect of By-Laws. These By-Laws are subject to the
provisions of the New Jersey Business Corporation Act and the Corporation's
Certificate of Incorporation, as it may be amended from time to time. If any
provision in these By-Laws is inconsistent with a provision in that Act or the
Certificate of Incorporation, the provision of that Act or the Certificate of
Incorporation shall govern.
2. Amendments to By-Laws. These By-Laws may be altered, amended
or repealed by the shareholders or the Board. Any By-Law adopted, amended or
repealed by the shareholders may be amended or repealed by the Board, unless
the resolution of the shareholders adopting such By-Law expressly reserves to
the shareholders the right to amend or repeal it.
3. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of October of each year, commencing October 1, 1986.
MINUTES AND BY-LAWS
OF
EMCORE CORPORATION
COMMENCING: September 27, 1986
EMCORE CORPORATION
OATH OF SECRETARY
STATE OF NEW JERSEY )
) SS.:
COUNTY OF MORRIS )
I, Wilfried R. Wagner, Secretary of
EMCORE CORPORATION,
being of full age, depose and say that I will faithfully discharge the duties
of secretary of the Corporation to the best of my skill and ability.
_____________________________
Wilfried R. Wagner, Secretary
Sworn and Subscribed to
before me this 27th day
of September, 1986.
________________________________
An Attorney at Law of New Jersey