EMC 2008 Annual Report Download - page 137

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Exhibit 3.2
AMENDED AND RESTATED BYLAWS
of
EMC CORPORATION
(as amended 2-26-86, 3-10-86, 10-28-86, 1-26-87, 9-19-89, 10-16-92, 7-21-95,
7-22-98, 1-20-99, 1-19-00, 7-28-04, 2-10-06, 1-31-08, 5-21-08 and 8-1-08)
Section 1. ARTICLES OF ORGANIZATION
The name and purposes of the corporation shall be as set forth in the articles of organization. These bylaws, the powers of the corporation and of its
directors and shareholders, or of any class of shareholders if there shall be more than one class of stock, and all matters concerning the conduct and regulation
of the business and affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the articles of organization as from
time to time in effect.
Section 2. SHAREHOLDERS
2.1. Annual Meeting. The annual meeting of shareholders of the corporation for the election of directors and the transaction of such other business as
may properly come before the meeting shall be held on such date and at such time as shall be determined by the board of directors each year, which date and
time may subsequently be changed at any time, including the year any such determination occurs.
2.2. Special Meetings. Except as provided in the articles of organization with respect to the ability of holders of preferred stock to call a special
meeting in certain circumstances, special meetings of the shareholders may be called by the president at the direction of the chairman of the board or by a
majority of the directors, and shall be called by the secretary, or in case of the death, absence, incapacity or refusal of the secretary, by any other officer, upon
the written application of shareholders who hold eighty-five percent (85%) in interest of the capital stock of the corporation entitled to be voted at the
proposed meeting. Such request shall state the purpose or purposes of the proposed meeting and may designate the place, date and hour of such meeting;
provided, however, that no such request shall designate a date not a full business day or an hour not within normal business hours as the date or hour of such
meeting.
As used in these bylaws, the expression "business day" means a day other than a day which, at a particular place, is a public holiday or a day other than a day
on which banking institutions at such place are allowed or required, by law or otherwise, to remain closed.
2.3. Place of Meeting; Adjournment. Meetings of the shareholders may be held at the principal office of the corporation in the Commonwealth of
Massachusetts, or at such places within or without the Commonwealth of Massachusetts as may be specified in the notices of such meetings; provided, that,
when any meeting is convened, the chairman of the board or other presiding officer may adjourn the meeting for a period of time not to exceed 30 days if
(a) no quorum is present for the transaction of business or (b) the chairman of the board or other presiding officer determines that adjournment is necessary or
appropriate to enable the shareholders (i) to consider fully information which such officer determines has not been made sufficiently or timely available to
shareholders or (ii) otherwise to exercise effectively their voting rights. The chairman of the board or other presiding officer in such event shall announce the
adjournment and date, time and place of reconvening.
2.4. Notice of Meetings. A written notice of each meeting of shareholders, stating the place, date and hour and the purposes of the meeting, shall be
given no fewer than seven days nor more than 60 days before the meeting to each shareholder entitled to vote thereat and to each shareholder who, by law, by
the articles of organization or by these bylaws, is entitled to notice, by leaving such notice with such shareholder or at such shareholder's residence or usual
place of business, by mailing it,