8x8 2013 Annual Report Download - page 81

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3
ARTICLE VII
In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.
ARTICLE VIII
(a) To the fullest extent permitted by the General Corporation Law as the same exists
or as may hereafter be amended, a director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
(b) The Corporation may indemnify to the fullest extent permitted by law any person
made or threatened to be made a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he, his testator or intestate is or was a
director, officer, employee or agent of the Corporation or any predecessor of the Corporation or
serves or served at any other enterprise as a director, officer, employee or agent at the request of
the Corporation or any predecessor to the Corporation.
(c) Neither any amendment nor repeal of this Article VIII, nor the adoption of any
provision of this Corporation’s Certificate of Incorporation inconsistent with this Article VIII,
shall eliminate or reduce the effect of this Article VIII, in respect of any matter occurring, or any
action or proceeding accruing or arising or that, but for this Article VIII, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE IX
Meetings of stockholders may be held within or without the State of Delaware, as the
Bylaws may provide. No action may be taken by the stockholders of the Corporation without a
meeting, and no consents in lieu of a meeting may be taken pursuant to Section 228 of the
General Corporation Law. The books of the Corporation may be kept (subject to any provision
contained in the statutes) outside of the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the Bylaws of the Corporation.
ARTICLE X
Vacancies created by newly created directorships, created in accordance with the Bylaws
of this Corporation, may be filled by the vote of a majority, although less than a quorum, of the
directors then in office, or by a sole remaining director.
ARTICLE XI
Advance notice of new business and stockholder nominations for the election of directors
shall be given in the manner and to the extent provided in the Bylaws of the Corporation.