BYLAWS

 

                                      OF

 

                         OMNIVISION TECHNOLOGIES, INC.

 

                                   Article 1

                                    Offices

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     Section 1.1. Registered Office.  The registered office of the Corporation

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which is required by the state of Delaware to be maintained in the state of

Delaware shall be the registered office named in the charter documents of the

Corporation, or such other office as may be designated from time to time by the

Board of Directors in the manner provided by law.

 

     Section 1.2. Other Offices.  The Corporation may also have offices at such

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other places both within and without the state of Delaware as the Board of

Directors may from time to time determine or the business of the Corporation may

require .

 

                                   Article 2

                                 Stockholders

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     Section 2.1. Place of Meetings.  All meetings of the stockholders shall be

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held at the principal office of the Corporation, or at such other place within

or without the state of Delaware as shall be specified or fixed in the notices

or waivers of notice thereof.

 

     Section 2.2. Quorum; Adjournment of Meetings.  Unless otherwise required by

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law or provided in the charter documents of the Corporation or these Bylaws, (i)

the holders of a majority of the stock issued and outstanding and entitled to

vote thereat, present in person or represented by proxy, shall constitute a

quorum at any meeting of stockholders for the transaction of business, (ii) in

all matters other than election of directors, the affirmative vote of the

holders of a majority of such stock so present or represented at any meeting of

stockholders at which a quorum is present shall constitute the act of the

stockholders, and (iii) where a separate vote by a class or classes is required,

a majority of the outstanding shares of such class or classes, present in person

or represented by proxy shall constitute a quorum entitled to take action with

respect to that vote on that matter and the affirmative vote of the majority of

the shares of such class or classes present in person or represented by proxy at

the meeting shall be the act of such class.  The stockholders present at a duly

organized meeting may continue to transact business until adjournment,

notwithstanding the withdrawal of enough stockholders to leave less than a

quorum, subject to the provisions of clauses (ii) and (iii) above.

 

     Directors shall be elected by a plurality of the votes of the shares

present in person or represented by proxy at the meeting and entitled to vote on

the election of directors.

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     Notwithstanding the other provisions of the charter documents of the

Corporation or these Bylaws, the chairman of the meeting or the holders of a

majority of the issued and outstanding stock, present in person or represented

by proxy and entitled to vote thereat, at any meeting of stockholders, whether

or not a quorum is present, shall have the power to adjourn such meeting from

time to time, without any notice other than announcement at the meeting of the

time and place of the holding of the adjourned meeting.  If the adjournment is

for more than thirty (30) days, or if after the adjournment a new record date is

fixed for the adjourned meeting, a notice of the adjourned meeting shall be

given to each stockholder of record entitled to vote at such meeting.  At such

adjourned meeting at which a quorum shall be present or represented any business

may be transacted which might have been transacted at the meeting as originally

called.

 

     Section 2.3. Annual Meeting.

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          (a)  An annual meeting of the stockholders, for the election of

directors to succeed those whose terms expire and for the transaction of such

other business as may properly come before the meeting, shall be held at such

place (within or without the state of Delaware), on such date, and at such time

as the Board of Directors shall fix and set forth in the notice of the meeting,

which date shall be within thirteen (13) months subsequent to the last annual

meeting of stockholders.

 

          (b)  At an annual meeting of stockholders, only such business shall be

conducted as shall have been properly brought before the meeting.  To be

properly brought before an annual meeting, business must be:  (A)  specified in

the notice of meeting (or any supplement thereto) given by or at the direction

of the Board of Directors, (B) otherwise properly brought before the meeting by

or at the direction of the Board of Directors, or (C) otherwise properly brought

before the meeting by a stockholder.  For business to be properly brought before

an annual meeting by a stockholder, the stockholder must have given timely

notice thereof in writing to the Secretary of the corporation. To be timely, a

stockholder's notice must be delivered to or mailed and received at the

principal executive offices of the corporation not less than one hundred twenty

(120) calendar days in advance of the date specified in the corporation's proxy

statement released to stockholders in connection with the previous year's annual

meeting of stockholders; provided, however, that in the event that no annual

meeting was held in the previous year or the date of the annual meeting has been

changed by more than thirty (30) days from the date contemplated at the time of

the previous year's proxy statement, notice by the stockholder to be timely must

be so received a reasonable time before the solicitation is made.  A

stockholder's notice to the Secretary shall set forth as to each matter the

stockholder proposes to bring before the annual meeting:  (i) a brief

description of the business desired to be brought before the annual meeting and

the reasons for conducting such business at the annual meeting, (ii) the name

and address, as they appear on the corporation's books, of the stockholder

proposing such business, (iii) the class and number of shares of the corporation

which are beneficially owned by the stockholder, (iv) any material interest of

the stockholder in such business and (v) any other information that is required

to be provided by the stockholder pursuant to Regulation 14A under the

Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as

a proponent to a stockholder proposal.  Notwithstanding the foregoing, in order

to include information with respect to a stockholder proposal in the proxy

statement and form of proxy for a stockholder's meeting, stockholders must

provide notice as required by the regulations promulgated under the 1934 Act.

Notwithstanding anything in these

 

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Bylaws to the contrary, no business shall be conducted at any annual meeting

except in accordance with the procedures set forth in this paragraph (b). The

chairman of the annual meeting shall, if the facts warrant, determine and

declare at the meeting that business was not properly brought before the meeting

and in accordance with the provisions of this paragraph (b), and, if he should

so determine, he shall so declare at the meeting that any such business not

properly brought before the meeting shall not be transacted.

 

          (c)  Only persons who are nominated in accordance with the procedures

set forth in this paragraph (c) shall be eligible for election as Directors.

Nominations of persons for election to the Board of Directors of the corporation

may be made at a meeting of stockholders by or at the direction of the Board of

Directors or by any stockholder of the corporation entitled to vote in the

election of Directors at the meeting who complies with the notice procedures set

forth in this paragraph (c). Such nominations, other than those made by or at

the direction of the Board of Directors, shall be made pursuant to timely notice

in writing to the Secretary of the corporation in accordance with the provisions

of paragraph (b) of this Section 2.2. Such stockholder's notice shall set forth

(i) as to each person, if any, whom the stockholder proposes to nominate for

election or re-election as a Director: (A) the name, age, business address and

residence address of such person, (B) the principal occupation or employment of

such person, (C) the class and number of shares of the corporation which are

beneficially owned by such person, (D) a description of all arrangements or

understandings between the stockholder and each nominee and any other person or

persons (naming such person or persons) pursuant to which the nominations are to

be made by the stockholder, and (E) any other information relating to such

person that is required to be disclosed in solicitations of proxies for

elections of Directors, or is otherwise required, in each case pursuant to

Regulation 14A under the 1934 Act (including without limitation such person's

written consent to being named in the proxy statement, if any, as a nominee and

to serving as a Director if elected); and (ii) as to such stockholder giving

notice, the information required to be provided pursuant to paragraph (b) of

this Section 2.2. At the request of the Board of Directors, any person nominated

by a stockholder for election as a Director shall furnish to the Secretary of

the corporation that information required to be set forth in the stockholder's

notice of nomination which pertains to the nominee. No person shall be eligible

for election as a Director of the corporation unless nominated in accordance

with the procedures set forth in this paragraph (c). The chairman of the meeting

shall, if the facts warrants, determine and declare at the meeting that a

nomination was not made in accordance with the procedures prescribed by these

Bylaws, and if he should so determine, he shall so declare at the meeting, and

the defective nomination shall be disregarded.

 

     Section 2.4. Special Meetings. Special meetings of stockholders may be

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called at any time by a majority of the Board of Directors, by the Chairman of

the Board, the Chief Executive Officer or by the holders of at least 10% of the

shares of the corporation's capital stock entitled to vote at such meeting, but

such special meetings may not be called by any other person or persons;

provided, however, that effective upon closing of the Corporation's initial

public offering of shares of its Common Stock pursuant to an effective

registration statement filed with the Securities and Exchange Commission (the

"IPO") and the corporation is no longer subject to Section 2115 of the

California Corporation Code, special meetings of stockholders may be called at

any time by a majority of the

 

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Board of Directors, by the Chairman of the Board, by the Chief Executive Officer

or by the holders of at least 50% of the shares of the corporation's capital

stock entitled to vote at such meeting, but such special meetings may not be

called by any other person or persons.

 

     Section 2.5. Record Date.  For the purpose of determining stockholders

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entitled to notice of or to vote at any meeting of stockholders, or any

adjournment thereof, or entitled to receive payment of any dividend or other

distribution or allotment of any rights, or entitled to exercise any rights in

respect of any change, conversion or exchange of stock or for the purpose of any

other lawful action, the Board of Directors of the Corporation may fix a date as

the record date for any such of stockholders, which record date shall not

precede the date on which the resolutions fixing the record date are adopted and

which record date shall not be more than sixty (60) days nor less than ten (10)

days before the date of such meeting of stockholders, nor more than sixty (60)

days prior to any other action to which such record date relates.

 

     If the Board of Directors does not fix a record date for any meeting of the

stockholders, the record date for determining stockholders entitled to notice of

or to vote at such meeting shall be at the close of business on the day next

preceding the day on which notice is given, or, in accordance with Article 7,

Section 7.3 of these Bylaws notice is waived, at the close of business on the

day next preceding the day on which the meeting is held.  The record date for

determining stockholders for any other purpose (other than the consenting to

corporate action in writing without a meeting) shall be at the close of business

on the day on which the Board of Directors adopts the resolution relating

thereto.  A determination of stockholders of record entitled to notice of or to

vote at a meeting of stockholders shall apply to any adjournment of the meeting;

provided, however, that the Board of Directors may fix a new record date for the

adjourned meeting.

 

     For the purpose of determining the stockholders entitled to consent to

corporate action in writing without a meeting, the Board of Directors may fix a

record date, which record date shall not precede the date upon which the

resolution fixing the record date is adopted by the Board of Directors, and

which date shall not be more than ten (10) days after the date upon which the

resolution fixing the record date is adopted by the Board of Directors.  If the

Board of Directors does not fix the record date, the record date for determining

stockholders entitled to consent to corporate action in writing without a

meeting, when no prior action by the Board of Directors is necessary, shall be

the first date on which a signed written consent setting forth the action taken

or proposed to be taken is delivered to the Corporation at its registered office

in the state of incorporation of the Corporation or at its principal place of

business.  If the Board of Directors does not fix the record date, and prior

action by the Board of Directors is necessary, the record date for determining

stockholders entitled to consent to corporate action in writing without a

meeting shall be at the close of business on the day on which the Board of

Directors adopts the resolution taking such prior action.

 

     Section 2.6. Notice of Meetings. Written notice of the place, date and hour

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of all meetings, and, in case of a special meeting, the purpose or purposes for

which the meeting is called, shall be given by or at the direction of the

President, the Secretary or the other person(s) calling the meeting to each

stockholder entitled to vote thereat not less than ten (10) nor more than sixty

(60) days before the date of the meeting. Such notice may be delivered either

personally or by mail.

 

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If mailed, notice is given when deposited in the United States mail, postage

prepaid, directed to the stockholder at such stockholder's address as it appears

on the records of the Corporation.

 

     Section 2.7. Stockholder List.  A complete list of stockholders entitled to

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vote at any meeting of stockholders, arranged in alphabetical order for each

class of stock and showing the address of each such stockholder and the number

of shares registered in the name of such stockholder, shall be open to the

examination of any stockholder, for any purpose germane to the meeting, during

ordinary business hours, for a period of at least ten (10) days prior to the

meeting, either at a place within the city where the meeting is to be held,

which place shall be specified in the notice of the meeting, or, if not so

specified, at the place where the meeting is to be held.  The stockholder list

shall also be produced and kept at the time and place of the meeting during the

whole time thereof, and may be inspected by any stockholder who is present.

 

     Section 2.8. Proxies.  Each stockholder entitled to vote at a meeting of

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stockholders or to express consent or dissent to a corporate action in writing

without a meeting may authorize another person or persons to act for him by

proxy.  Proxies for use at any meeting of stockholders shall be filed with the

Secretary, or such other officer as the Board of Directors may from time to time

determine by resolution, before or at the time of the meeting.  All proxies

shall be received and taken charge of and all ballots shall be received and

canvassed by the secretary of the meeting, who shall decide all questions

touching upon the qualification of voters, the validity of the proxies, and the

acceptance or rejection of votes, unless an inspector or inspectors shall have

been appointed by the chairman of the meeting, in which event such inspector or

inspectors shall decide all such questions.

 

     No proxy shall be valid after three (3) years from its date, unless the

proxy provides for a longer period.  Each proxy shall be revocable unless

expressly provided therein to be irrevocable and coupled with an interest

sufficient in law to support an irrevocable power.

 

     Should a proxy designate two or more persons to act as proxies, unless such

instrument shall provide the contrary, a majority of such persons present at any

meeting at which their powers thereunder are to be exercised shall have and may

exercise all the powers of voting or giving consents thereby conferred, or if

only one be present, then such powers may be exercised by that one; or, if an

even number attend and a majority do not agree on any particular issue, each

proxy so attending shall be entitled to exercise such powers in respect of such

portion of the shares as is equal to the reciprocal of the fraction equal to the

number of proxies representing such shares divided by the total number of shares

represented by such proxies.

 

     Section 2.9. Voting; Election; Inspectors. Unless otherwise required by law

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or provided for in the charter documents of the Corporation, each stockholder

shall on each matter submitted to a vote at a meeting of stockholders have one

vote for each share of the stock entitled to vote which is registered in his

name on the record date for the meeting. For the purposes hereof, each election

to fill a directorship shall constitute a separate matter. Shares registered in

the name of another corporation, domestic or foreign, may be voted by such

officer, agent or proxy as the bylaws (or comparable body) of such corporation

may determine. Shares registered in the name of a deceased person may be voted

by the executor or administrator of such person's estate, either in person or by

proxy.

 

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     All voting, except as required by the charter documents of the Corporation

or where otherwise required by law, may be by a voice vote; provided, however,

upon request of the chairman of the meeting or upon demand therefor by

stockholders holding a majority of the issued and outstanding stock present in

person or by proxy at any meeting a stock vote shall be taken.  Every stock vote

shall be taken by written ballots, each of which shall state the name of the

stockholder or proxy voting and such other information as may be required under

the procedure established for the meeting. The directors of the corporation need

not be elected by written ballot unless a stockholder demands election by

written ballot at the meeting and before voting begins, or unless the Bylaws so

provide.

 

     At any meeting at which a vote is taken by written ballots, the chairman of

the meeting may appoint one or more inspectors; each of whom shall subscribe an

oath or affirmation to execute faithfully the duties of inspector at such

meeting with strict impartiality and according to the best of such inspector's

ability.  Such inspector shall receive the written ballots, count the votes, and

make and sign a certificate of the result thereof.  The chairman of the meeting

may appoint any person to serve as inspector, except no candidate for the office

of director shall be appointed as an inspector.

 

     Each holder of voting stock or of any class or series thereof shall be

entitled to cumulative voting rights as to the directors to be elected by each

series or class or the combined classes in accordance with the provisions of

Section 214 of the Delaware General Corporation Law.

 

     Section 2.10. Conduct of Meetings. The meetings of the stockholders shall

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be presided over by the President, or, if the President is not present, by a

chairman elected at the meeting. The Secretary of the Corporation, if present,

shall act as secretary of such meetings, or, if the Secretary is not present, an

Assistant Secretary shall so act; if neither the Secretary of or Assistant

Secretary is present, then a secretary shall be appointed by the chairman of the

meeting.

 

     The chairman of any meeting of stockholders shall determine the order of

business and the procedure at the meeting, including such regulation of the

manner of voting and the conduct of discussion as seem to the chairman in order.

 

     Section 2.11. Treasury Stock.  The Corporation shall not vote, directly or

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indirectly, shares of its own stock owned by it and such shares shall not be

counted for quorum purposes.  Nothing in this Section 2.11 shall be construed as

limiting the right of the Corporation to vote stock, including but not limited

to its own stock, held by it in a fiduciary capacity.

 

     Section 2.12. Action Without Meeting. Unless otherwise provided in the

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Certificate of Incorporation, any action which may be taken at any annual or

special meeting of stockholders may be taken without a meeting and without prior

notice, if a consent in writing, setting forth the action so taken, is signed by

the holders of outstanding shares having not less than the minimum number of

votes that would be necessary to authorize or take that action at a meeting at

which all shares entitled to vote on that action were present and voted.

 

     Prompt notice of the taking of the corporate action without a meeting by

less than unanimous written consent shall be given to those stockholders who

have not consented in writing.  If the action which is consented to is such as

would have required the filing of a certificate under

 

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<PAGE>

 

any section of the General Corporation Law of Delaware if such action had been

voted on by stockholders at a meeting thereof, then the certificate filed under

such section shall state, in lieu of any statement required by such section

concerning any vote of stockholders, that written notice and written consent

have been given as provided in Section 228 of the General Corporation Law of

Delaware.

 

     Effective upon the closing of the Corporation's IPO and the date that the

Corporation is no longer subject to Section 2115 of the California Corporations

Code, no action of stockholders shall be taken by the stockholders except at an

annual or special meeting of stockholders called in accordance with the notice

requirements of Section 2.6 above and no action of the stockholders shall be

taken by written consent.

 

                                   Article 3

                              Board of Directors

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     Section 3.1. Power; Number; Term of Office. The business and affairs of the

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Corporation shall be managed by or under the direction of the Board of

Directors, and, subject to the restrictions imposed by law or the charter

documents of the Corporation, the Board of Directors may exercise all the powers

of the Corporation.

 

     Notwithstanding anything contained in these Bylaws to the contrary, at any

time that a valid agreement among the stockholders is in force with respect to

the nomination, election and removal of directors or similar matters, such

agreement is hereby recognized and directors shall be nominated, elected and

removed in accordance therewith.

 

     The number of directors which shall constitute the whole Board of Directors

shall be determined from time to time by the Board of Directors (provided that

no decrease in the number of directors which would have the effect of shortening

the term of an incumbent director may be made by the Board of Directors). Each

director shall hold office for the term for which such director is elected, and

until such director's successor shall have been elected and qualified or until

such director's earlier death, resignation or removal.

 

     Unless otherwise provided in the charter documents of the Corporation,

directors need not be stockholders nor resident of the state of Delaware.

 

     Section 3.2. Classes of Directors.  Effective upon the closing of the

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Corporation's IPO and the date that the Corporation is no longer subject to

Section 2115 of the California Corporations Code, the Directors shall be divided

into three classes designated as Class I, Class II and Class III, respectively.

Directors shall be assigned to each class in accordance with a resolution or

resolutions adopted by the Board of Directors.  At the first annual meeting of

stockholders following the closing of the IPO, the term of office of the Class I

Directors shall expire and Class I Directors shall be elected for a full term of

three years.  At the second annual meeting of stockholders following the closing

of the IPO, the term of office of the Class II Directors shall expire and Class

II Directors shall be elected for a full term of three years.  At the third

annual meeting of stockholders following the closing of the Initial Public

Offering, the term of office of the Class III Directors shall expire and Class

III Directors shall be elected for a full term of three years.  At each

succeeding annual meeting

 

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<PAGE>

 

of stockholders, Directors shall be elected for a full term of three years to

succeed the Directors of the class whose terms expire at such annual meeting.

 

     Notwithstanding the foregoing provisions of this Article, each Director

shall serve until his successor is duly elected and qualified or until his

earlier death, resignation or removal.  No decrease in the number of Directors

constituting the Board of Directors shall shorten the term of any incumbent

Director.

 

     Section 3.3. Quorum; Voting.  Unless otherwise provided in the charter

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documents of the Corporation, a majority of the number of directors then in

office shall constitute a quorum for the transaction of business of the Board of

Directors and the vote of a majority of the directors present at a meeting at

which a quorum is present shall be the act of the Board of Directors.

 

     Section 3.4. Place of Meetings; Order of Business.  The directors may hold

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their meetings and may have an office and keep the books of the Corporation,

except as otherwise provided by law, in such place or places, within or without

the state of incorporation of the Corporation, as the Board of Directors may

from time to time determine.  At all meetings of the Board of Directors business

shall be transacted in such order as shall from time to time be determined by

the President or by the Board of Directors.

 

     Section 3.5. First Meeting.  Each newly elected Board of Directors may hold

                  -------------

its first meeting for the purpose of organization and the transaction of

business, if a quorum is present, immediately after and at the same place as the

annual meeting of the stockholders.  Notice of such meeting shall not be

required.  At the first meeting of the Board of Directors in each year at which

a quorum shall be present, held after the annual meeting of stockholders, the

Board of Directors shall elect the officers of the Corporation.

 

     Section 3.6. Regular Meetings.  Regular meetings of the Board of Directors

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shall be held at such times and places as shall be designated from time to time

by the President, or in the President's absence, by another officer of the

Corporation.  Notice of such regular meetings shall not be required.

 

     Section 3.7. Special Meetings. Special meetings of the Board of Directors

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may be called by the President, or on the written request of any director, by

the Secretary, in each case on at least twenty-four (24) hours' personal,

written, telegraphic, cable or wireless notice to each director. Such notice, or

any waiver thereof pursuant to Article 7, Section 7.3 hereof, need not state the

purpose or purposes of such meeting, except as may otherwise be required by law

or provided for in the charter documents of the Corporation or these Bylaws.

Meetings may be held at any time without notice if all the directors are present

or if those not present waive notice of the meeting in writing.

 

     Section 3.8. Removal. Any director or the entire Board of Directors may be

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removed as set forth in the Certificate of Incorporation of the corporation, as

amended from time to time.

 

     Section 3.9. Vacancies; Increases in the Number of Directors. Any director

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may resign effective on giving written notice to the chairman of the board, the

president, the secretary or the board of directors, unless the notice specifies

a later time for that resignation to become effective. If

 

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the resignation of a director is effective at a future time, the board of

directors may elect a successor to take office when the resignation becomes

effective.

 

     Unless otherwise provided in the Certificate of Incorporation or these

bylaws, vacancies in the board of directors may be filled by a majority of the

remaining directors, even if less than a quorum, or by a sole remaining

director; however, a vacancy created by the removal of a director by the vote or

written consent of the stockholders or by court order may be filled only by the

affirmative vote of a majority of the shares represented and voting at a duly

held meeting at which a quorum is present (which shares voting affirmatively

also constitute a majority of the required quorum), or by the unanimous written

consent of all shares entitled to vote thereon.  Each director so elected shall

hold office until the next annual meeting of the stockholders and until a

successor has been elected and qualified.  Notwithstanding the foregoing,

however, effective upon the closing of the Corporation's IPO and the date that

the Corporation is no longer subject to Section 2115 of the California

Corporations Code, the number of directors which shall constitute the whole

Board of Directors shall be fixed exclusively by one or more resolutions adopted

from time to time by the Board of Directors.

 

     Unless otherwise provided in the Certificate of Incorporation or these

bylaws:

 

          (i)  Vacancies and newly created directorships resulting from any

increase in the authorized number of directors elected by all of the

stockholders having the right to vote as a single class may be filled by a

majority of the directors then in office, although less than a quorum, or by a

sole remaining director.

 

          (ii) Whenever the holders of any class or classes of stock or series

thereof are entitled to elect one or more directors by the provisions of the

certificate of incorporation, vacancies and newly created directorships of such

class or classes or series may be filled by a majority of the directors elected

by such class or classes or series thereof then in office, or by a sole

remaining director so elected.

 

     If at any time, by reason of death or resignation or other cause, the

corporation should have no directors in office, then any officer or any

stockholder or an executor, administrator, trustee or guardian of a stockholder,

or other fiduciary entrusted with like responsibility for the person or estate

of a stockholder, may call a special meeting of stockholders in accordance with

the provisions of the certificate of incorporation or these bylaws, or may apply

to the Court of Chancery for a decree summarily ordering an election as provided

in Section 211 of the General Corporation Law of Delaware.

 

     If, at the time of filling any vacancy or any newly created directorship,

the directors then in office constitute less than a majority of the whole board

(as constituted immediately prior to any such increase), then the Court of

Chancery may, upon application of any stockholder or stockholders holding at

least ten (10) percent of the total number of the shares at the time outstanding

having the right to vote for such directors, summarily order an election to be

held to fill any such vacancies or newly created directorships, or to replace

the directors chosen by the directors then in office as aforesaid, which

election shall be governed by the provisions of Section 211 of the General

Corporation Law of Delaware as far as applicable.

 

                                      -9-

<PAGE>

 

     Section 3.10.  Compensation. Directors and members of standing committees

                    ------------

may receive such compensation as the Board of Directors from time to time shall

determine to be appropriate, and shall be reimbursed for all reasonable expenses

incurred in attending and returning from meetings of the board of Directors.

 

     Section 3.11.  Action Without a Meeting:  Telephone Conference Meeting.

                    -------------------------------------------------------

Unless otherwise restricted by the charter documents of the Corporation, any

action required or permitted to be taken at any of the Board of Directors or any

committee designated by the Board of Directors may be taken without a meeting if

all members of the Board of Directors or committee, as the case may be, consent

thereto in writing, and the writing or writings are filed with the minutes of

proceedings of the Board of Directors or committee.  Such consent shall have the

same force and effect as a unanimous vote at a meeting, and may be stated as

such in any document or instrument filed with the Secretary of State of the

state of incorporation of the Corporation.

 

     Unless otherwise restricted by the charter documents of the Corporation,

subject to the requirement for notice of meetings, members of the Board of

Directors, or members of any committee designated by the Board of Directors, may

participate in a meeting of such Board of Directors or committee, as the case

may be, by means of a conference telephone connection or similar communications

equipment by means of which all persons participating in the meeting can hear

each other, and participation in such a meeting shall constitute presence in

person at such meeting, except where a person participates in the meeting for

the express purpose of objecting to the transaction of any business on the

ground that the meeting is not lawfully called or convened.

 

     Section 3.12.  Approval or Ratification of Acts or Contracts by

                    ------------------------------------------------

Stockholders. The Board of Directors in its discretion may submit any act or

- ------------

contract for approval or ratification at any annual meeting of the stockholders,

or at any special meeting of the stockholders called for the purpose of

considering any such act or contract, and any act or contract that shall be

approved or be ratified by the vote of the stockholders holding a majority of

the issued and outstanding shares of stock of the Corporation entitled to vote

and present in person or by proxy at such meeting (provided that a quorum is

present) shall be as valid and as binding upon the Corporation and upon all the

stockholders as if it has been approved or ratified by every stockholder of the

Corporation. In addition, any such act or contract may be approved or ratified

by the written consent of stockholders holding a majority of the issued and

outstanding shares of capital stock of the Corporation entitled to vote, and

such consent shall be as valid and binding upon the Corporation and upon all the

stockholders as if it had been approved or ratified by every stockholder of the

Corporation.

 

                                   Article 4

                                  Committees

                                  ----------

 

     Section 4.1.   Designation; Powers. The Board of Directors may, by

                    -------------------

resolution passed by a majority of the board, designate one or more committees,

including, if they shall so determine, an executive committee and a compensation

committee, with each such committee to consist of one or more of the directors

of the Corporation. Any such designated committee shall have and may exercise

such of the powers and authority of the Board of Directors in the management of

the business and affairs of the Corporation as may be provided in such

resolution, except that no such committee shall have the power or authority of

the Board of Directors in reference of amending the

 

                                      -10-

<PAGE>

 

charter documents of the Corporation, adopting an agreement of merger or

consolidation, recommending to the stockholders the sale, lease or exchange of

all or substantially all of the Corporation's property and assets, recommending

to the stockholders a dissolution of the Corporation or a revocation of a

dissolution of the Corporation, or amending, altering or repealing these Bylaws

or adopting new bylaws for the Corporation. Any such designated committee may

authorize the seal of the Corporation to be affixed to all papers which may

require it. In addition to the above, such committee or committees shall have

such other powers and limitations of authority as may be determined from time to

time by the Board of Directors.

 

     Section 4.2. Procedure; Meetings; Quorum. Any committee designated pursuant

                  ---------------------------

to this Article 4 shall keep regular minutes of its actions and proceedings in a

book provided for that purpose and report the same to the Board of Directors at

its meeting next succeeding such action, shall fix its own rules or procedures,

and shall meet at such times and at such place or places as may be provided by

such rules, or by such committee or the board of Directors. Should a committee

fail to fix its own rules, the provisions of these Bylaws, pertaining to the

calling of meetings and conduct of business by the Board of Directors, shall

apply as nearly as may be possible. At every meeting of any such committee, the

presence of a majority of all the members thereof shall constitute a quorum,

except as provided in Section 4.3 of this Article 4 and the affirmative vote of

a majority of the members present shall be necessary for the adoption by it of

any resolution.

 

     Section 4.3. Substitution and Removal of Members: Vacancies.  The Board of

                  ----------------------------------------------

Directors may designate one or more directors as alternate members of any

committee, who may replace any absent or disqualified member at any meeting of

such committee.  In the absence or disqualification of a member of a committee,

the member or members present at any meeting and not disqualified from voting,

whether or not constituting a quorum, may unanimously appoint another member of

the Board of Directors to act at the meeting in the place of the absent or

disqualified member.  The Board of Directors shall have the power at any time to

remove any member(s) of a committee and to appoint other directors in lieu of

the person(s) so removed and shall also have the power to fill vacancies in a

committee.

 

                                   Article 5

                                   Officers

                                   --------

 

     Section 5.1. Number, Titles, and Term of Office.  The officers of the

                  ----------------------------------

Corporation shall be a President, Treasurer, a Secretary, and such other

officers as the Board of Directors may from time to time elect or appoint

(including, but not limited to, a Chairman of the Board, and or more Vice

Presidents, (anyone or more of whom may be designated Executive Vice President

or Senior Vice President) Vice Chairman of the Board, one or more Assistant

Secretaries and one or more Assistant Treasurers).  Each officer shall hold

office until such officer's successor shall be duly elected and shall qualify or

until such officer's death or until such officer shall resign or shall have been

removed.  Any number of offices may be held by the same person, unless the

Articles of Incorporation of the Corporation provide otherwise.  Except for the

Chairman of the Board and the Vice Chairman of the Board, no officer need be a

director.

 

     Section 5.2. Powers and Duties of the President. The President shall be the

                  ----------------------------------

chief executive officer of the Corporation. Subject to the control of the Board

of Directors and the Executive

 

                                      -11-

<PAGE>

 

Committee (if any), the President shall have general executive charge,

management and control of the properties, business and operations of the

Corporation with all such powers as may be reasonably incident to such

responsibilities; may agree upon and execute all leases, contracts, evidences of

indebtedness and other obligations in the name of the Corporation and may sign

all certificates for shares of capital stock of the Corporation; and shall have

such other powers and duties as designated in accordance with these Bylaws and

as from time to time may be assigned to the President by the Board of Directors.

The President shall preside at all meetings of the stockholders and of the Board

of Directors.

 

     Section 5.3. Vice Presidents. Each Vice President shall at all times

                  ---------------

possess power to sign all certificates, contracts and other instruments of the

Corporation, except as otherwise limited in writing by the Chairman of the

Board, the President or the Vice Chairman of the Board of the Corporation. Each

Vice President shall have such other powers and duties as from time to time may

be assigned to such Vice President by the Board of Directors, the Chairman of

the Board, the President or the Vice Chairman of the Board.

 

     Section 5.4. Secretary. The Secretary shall keep the minutes of all

                  ---------

meetings of the Board of Directors, committees of the Board of Directors and the

stockholders, in books provided for that purpose; shall attend to the giving and

serving of all notices; may in the name of the Corporation affix the seal of the

Corporation to all contracts and attest the affixation of the seal of the

Corporation thereto; may sign with the other appointed officers all certificates

for shares of capital stock of the Corporation; shall have charge of the

certificate books, transfer books and stock ledgers, and such other books and

papers as the Board of Directors may direct, all of which shall at all

reasonable times be open to inspection of any director upon application at the

office of the Corporation during business hours; shall have such other powers

and duties as designated in these Bylaws and as from time to time may be

assigned to the Secretary by the Board of Directors, the Chairman of the Board,

the President or the Vice Chairman of the Board; and shall in general perform

all acts incident of the office of Secretary, subject to the control of the

Board of Directors, the Chairman of the Board, the President or the Vice

Chairman of the Board.

 

     Section 5.5. Assistant Secretaries. Each Assistant Secretary shall have the

                  ---------------------

usual powers and duties pertaining to such offices, together with such other

powers and duties as designated in these Bylaws and as from time to time may be

assigned to an Assistant Secretary by the board of directors, the President, or

the Secretary. The Assistant Secretaries shall exercise the powers of the

Secretary during that officer's absence or inability or refusal to act.

 

     Section 5.6. Treasurer.  The Treasurer shall have responsibility for the

                  ---------

custody and control of all the funds and securities of the Corporation, and

shall have such other powers and duties as designated in these Bylaws and as

from time to time may be assigned to the Treasurer by the Board of Directors or

the President.  The Treasurer shall perform all acts incident to the position of

Treasurer, subject to the control of the Board of Directors or the President;

and the Treasurer shall, if required by the Board of Directors, give such bond

for the faithful discharge of the Treasurer's duties in such form as the Board

of Directors may require.

 

     Section 5.7. Assistant Treasurers.  Each Assistant Treasurer shall have the

                  --------------------

usual powers and duties pertaining to such office, together with such other

powers and duties as designated in

 

                                      -12-

<PAGE>

 

these Bylaws and as from time to time may be assigned to each Assistant

Treasurer by the Board of Directors, the President, or the Treasurer. The

Assistant Treasurers shall exercise the powers of the Treasurer during that

officer's absence or inability or refusal to act.

 

     Section 5.8. Action with Respect to Securities of Other Corporations.

                  -------------------------------------------------------

Unless otherwise directed by the Board of Directors, the President, together

with the Secretary or any Assistant Secretary shall have power to vote and

otherwise act on behalf of the Corporation, in person or by proxy, at any

meeting of security holders of or with respect to any action of security holders

of any other corporation in which this Corporation may hold securities and

otherwise to exercise any and all rights and powers which this Corporation may

possess by reason of its ownership of securities in such other corporation.

 

     Section 5.9. Delegation. For any reason that the Board of Directors may

                  ----------

deem sufficient, the Board of Directors may, except where otherwise provided by

statute, delegate the powers or duties of any officer to any other person, and

may authorize any officer to delegate specified duties of such office to any

other person. Any such delegation or authorization by the Board shall be

effected from time to time by resolution of the Board of Directors.

 

                                   Article 6

                                 Capital Stock

                                 -------------

 

     Section 6.1. Certificates of Stock.  The certificates for shares of the

                  ---------------------

capital stock of the Corporation shall be in such form, not inconsistent with

that required by law and the charter documents of the Corporation, as shall be

approved by the Board of Directors.  Every holder of stock represented by

certificates shall be entitled to have a certificate signed by or in the name of

the Corporation by the President or a Vice President and the Secretary or an

Assistant Secretary or the Treasurer or an Assistant Treasurer of the

Corporation representing the number of shares (and, if the stock of the

Corporation shall be divided into classes or series, certifying the class and

series of such shares) owned by such stockholder which are registered in

certified form; provided, however, that any of or all the signatures on the

certificate may be facsimile.  The stock record books and the blank stock

certificate books shall be kept by the Secretary or at the office of such

transfer agent or transfer agents as the Board of Directors may from time to

time determine.  In case any officer, transfer agent or registrar who shall have

signed or whose facsimile signature or signatures shall have been placed upon

any such certificate or certificates shall have ceased to be such officer,

transfer agent or registrar before such certificate is issued by the

Corporation, such certificate may nevertheless be issued by the Corporation with

the same effect as if such person were such officer, transfer agent or registrar

at the date of issue.  The stock certificates shall be consecutively numbered

and shall be entered in the books of the Corporation as they are issued and

shall exhibit the holder's name and number of shares.

 

     Section 6.2. Transfer of Shares. The shares of stock of the Corporation

                  ------------------

shall be transferable only on the books of the Corporation by the holders

thereof in person or by their duly authorized attorneys or legal representatives

upon surrender and cancellation of certificates for a like number of shares.

Upon surrender to the Corporation or a transfer agent of the Corporation of a

certificate for shares duly endorsed or accompanied by proper evidence of

succession, assignment or

 

                                      -13-

<PAGE>

 

authority to transfer, it shall be the duty of the Corporation to issue a new

certificate to the person entitled thereto, cancel the old certificate and

record the transaction upon its books.

 

     Section 6.3. Ownership of Shares. The Corporation shall be entitled to

                  -------------------

treat the holder of record of any share or shares of capital stock of the

Corporation as the holder in fact thereof and, accordingly, shall not be bound

to recognize any equitable or other claim to or interest in such share or shares

on the part of any other person, whether or not it shall have express or other

notice thereof, except as otherwise provided by the laws of the state of

Delaware.

 

     Section 6.4. Regulations Regarding Certificates. The Board of Directors

                  ----------------------------------

shall have the power and authority to make all such rules and regulations as

they may deem expedient concerning the issue, transfer and registration or the

replacement of certificates for shares of capital stock of the Corporation.

 

     Section 6.5. Lost or Destroyed Certificates.  The Board of Directors may

                  ------------------------------

determine the conditions upon which the Corporation may issue a new certificate

of stock in place of a certificate theretofore issued by it which is alleged to

have been lost, stolen or destroyed and may require the owner of such

certificate or such owner's legal representative to give bond, with surety

sufficient to indemnify the Corporation and each transfer agent and registrar

against any and all losses or claims which may arise by reason of the alleged

loss, theft or destruction of any such certificate or the issuance of such new

certificate in the place of the one so lost, stolen destroyed.

 

                                   Article 7

                           Miscellaneous Provisions

                           ------------------------

 

     Section 7.1. Fiscal Year. The fiscal year of the Corporation shall begin on

                  -----------

the first day of January of each year.

 

     Section 7.2. Corporate Seal. The corporate seal shall be circular in form

                  --------------

and shall have inscribed thereon the name of the Corporation and the state of

its incorporation, which seal shall be in the charge of the Secretary and shall

be affixed to certificates of stock, debentures, bonds and other documents, in

accordance with the direction of the Board of Directors or a committee thereof,

and as may be required by law; however, the Secretary may, if the Secretary

deems it expedient, have a facsimile of the corporate seal inscribed on any such

certificates of stock, debentures, bonds, contract or other documents.

Duplicates of the seal may be kept for use by any Assistant Secretary.

 

     Section 7.3. Notice and Waiver of Notice. Whenever any notice is required

                  ---------------------------

to be given by law, the charter documents of the Corporation or under the

provisions of these Bylaws, said notice shall be deemed to be sufficient if

given (i) by telegraphic, cable or wireless transmission (including by telecopy

or facsimile transmission) or (ii) by deposit of the same in a post office box

or by delivery to an overnight courier service company in a sealed prepaid

wrapper addressed to the person entitled thereto at such person's post office

address, as it appears on the records of the Corporation, and such notice shall

be deemed to have been given on the day of such transmission or mailing or

delivery to courier, as the case may be.

 

                                      -14-

<PAGE>

 

     Whenever notice is required to be given by law, the charter documents of

the Corporation or under any of the provisions of these Bylaws, a written waiver

thereof, signed by the person entitled to notice, whether before or after the

time stated therein, shall be deemed equivalent to notice.  Attendance of a

person, including without limitation a director, at meeting shall constitute a

waiver of notice of such meeting, except when the person attends a meeting for

the express purpose of objecting, at the beginning of the meeting, to the

transaction of any business because the meeting is not lawfully called or

convened.  Neither the business to be transacted at, nor the purpose of, any

regular or special meeting of the stockholders, directors, or members of a

committee of directors need be specified in any written waiver of notice unless

so required by the charter documents of the Corporation or these Bylaws.

 

     Section 7.4. Facsimile Signature. In addition to the provisions for the use

                  -------------------

of facsimile signatures elsewhere specifically authorized in these Bylaws,

facsimile signatures of any officer or officers of the Corporation may be used

whenever and as authorized by the Board of Directors.

 

     Section 7.5. Reliance upon Books, Reports and Records. A member of the

                  ----------------------------------------

Board of Directors, or a member of any committee designated by the Board of

Directors, shall, in the performance of such person's duties, be protected to

the fullest extent permitted by law in relying upon the records of the

Corporation and upon information, opinion, reports or statements presented to

the Corporation.

 

     Section 7.6. Application of Bylaws. In the event that any provisions of

                  ---------------------

these Bylaws is or may be in conflict with any law of the United States, of the

state of Delaware, or of any other governmental body or power having

jurisdiction over this Corporation, or over the subject matter to which such

provision of these Bylaws applies, or may apply, such provision of these Bylaws

shall be inoperative to the extent only that the operation thereof unavoidably

conflicts with such law, and shall in all other respects be in full force and

effect.

 

                                   Article 8

                   Indemnification of Officers and Directors

                   -----------------------------------------

 

     Section 8.1. Indemnification. The corporation shall, to the maximum extent

                  ---------------

and in the manner permitted by the General Corporation Law of Delaware,

indemnify each of its directors and officers against expenses (including

attorneys' fees), judgments, fines, settlements and other amounts actually and

reasonably incurred in connection with any proceeding, arising by reason of the

fact that such person is or was an agent of the corporation. For purposes of

this Section 6.1, a "director" or "officer" of the corporation includes any

person (i) who is or was a director or officer of the corporation, (ii) who is

or was serving at the request of the corporation as a director or officer of

another corporation, partnership, joint venture, trust or other enterprise, or

(iii) who was a director or officer of a corporation which was a predecessor

corporation of the corporation or of another enterprise at the request of such

predecessor corporation.

 

     Section 8.2. Indemnification of Others.   The corporation shall have the

                  --------------------------

power, to the maximum extent and in the manner permitted by the General

Corporation Law of Delaware, to indemnify each of its employees and agents

(other than directors and officers) against expenses (including attorneys'

fees), judgments, fines, settlements and other amounts actually and reasonably

 

                                      -15-

<PAGE>

 

incurred in connection with any proceeding, arising by reason of the fact that

such person is or was an agent of the corporation.  For purposes of this Section

6.2, an "employee" or "agent" of the corporation (other than a director or

officer) includes any person (i) who is or was an employee or agent of the

corporation, (ii) who is or was serving at the request of the corporation as an

employee or agent of another corporation, partnership, joint venture, trust or

other enterprise, or (iii) who was an employee or agent of a corporation which

was a predecessor corporation of the corporation or of another enterprise at the

request of such predecessor corporation.

 

     Section 8.3. Insurance. The corporation may purchase and maintain insurance

                  ---------

on behalf of any person who is or was a director, officer, employee or agent of

the corporation, or is or was serving at the request of the corporation as a

director, officer, employee or agent of another corporation, partnership, joint

venture, trust or other enterprise against any liability asserted against him or

her and incurred by him or her in any such capacity, or arising out of his or

her status as such, whether or not the corporation would have the power to

indemnify him or her against such liability under the provisions of the General

Corporation Law of Delaware.

 

                                   Article 9

                                  Amendments

                                  ----------

 

     Section 9.1. Amendments.  The Board of Directors shall have the power to

                  ----------

adopt, amend and repeal from time to time Bylaws of the Corporation, subject to

the right of the stockholders entitled to vote with respect thereto to amend or

repeal such Bylaws as adopted or amended by the Board of Directors

 

CERTIFICATE OF AMENDMENT OF THE BYLAWS

OF

OMNIVISION TECHNOLOGIES, INC.

The undersigned, being the Secretary of OmniVision Technologies, Inc., a Delaware corporation (“OmniVision”), hereby certifies that on November 21, 2011, the Board of Directors of OmniVision approved the amendment and restatement of Article 8 of the Bylaws of OmniVision to read in its entirety as follows:

“Article 8

Indemnification

Section 8.1. Indemnification of Directors and Officers in Third Party Proceedings. Subject to the other provisions of this Article 8, the corporation shall indemnify, to the fullest extent permitted by the General Corporation Law of Delaware, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 8.2. Indemnification of Directors and Officers in Actions by or in the Right of the Corporation. Subject to the other provisions of this Article 8, the corporation shall indemnify, to the fullest extent permitted by the General Corporation Law of Delaware, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith



and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 8.3. Successful Defense. To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 8.4. Indemnification of Others. Subject to the other provisions of this Article 8, the corporation shall have power to indemnify its employees and agents to the extent not prohibited by the General Corporation Law of Delaware or other applicable law. The board of directors shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

Section 8.5. Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article 8 or the General Corporation Law of Delaware. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding referenced in Section 1(a)(ii) or 1(a)(iii) prior to a determination that the person is not entitled to be indemnified by the corporation.

Section 8.6. Limitation on Indemnification. Subject to the requirements in Section 8.3 and the General Corporation Law of Delaware, the corporation shall not be obligated to indemnify any person pursuant to this Article 8 in connection with any Proceeding (or any part of any Proceeding):

(i) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

2



(ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(iii) for any reimbursement of the corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the corporation, as required in each case under the 1934 Act (including any such reimbursements that arise from an accounting restatement of the corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(iv) initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the corporation or its directors, officers, employees, agents or other indemnitees, unless (a) the board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the corporation under applicable law, (c) otherwise required to be made under Section 8.7 or (d) otherwise required by applicable law; or

(v) if prohibited by applicable law.

Section 8.7. Determination; Claim. If a claim for indemnification or advancement of expenses under this Article 8 is not paid in full within 90 days after receipt by the corporation of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The corporation shall indemnify such person against any and all expenses that are incurred by such person in connection with any action for indemnification or advancement of expenses from the corporation under this Article 8, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

Section 8.8. Non-Exclusivity of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 8 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the General Corporation Law of Delaware or other applicable law.

Section 8.9. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was

3



serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of the General Corporation Law of Delaware.

Section 8.10. Survival. The rights to indemnification and advancement of expenses conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 8.11. Effect of Repeal or Modification. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

Section 8.12. Certain Definitions. For purposes of this Article 8, references to the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article 8 with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article 8, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article 8.

Executed effective as of November 21, 2011.

/s/ Y. Vicky Chou

Y. Vicky Chou, Secretary

 

 

 

 

 

CERTIFICATE OF AMENDMENT OF THE BYLAWS

OF

OMNIVISION TECHNOLOGIES, INC.

 

The undersigned, being the Secretary of OmniVision Technologies, Inc., a Delaware corporation (“OmniVision”), hereby certifies that on July 24, 2014, the Board of Directors of OmniVision approved the amendment and restatement of Article 2.9 of the Bylaws of OmniVision to read in its entirety as follows:

 

“Section 2.9.                 Voting; Election; Inspectors.  Unless otherwise required by law or provided for in the charter documents of the Corporation, each stockholder shall on each matter submitted to a vote at a meeting of stockholders have one vote for each share of the stock entitled to vote which is registered in his name on the record date for the meeting.  For the purposes hereof, each election to fill a directorship shall constitute a separate matter.  Shares registered in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws (or comparable body) of such corporation may determine.  Shares registered in the name of a deceased person may be voted by the executor or administrator of such person’s estate, either in person or by proxy.

 

All voting, except as required by the charter documents of the Corporation or where otherwise required by law, may be by a voice vote; provided, however, upon request of the chairman of the meeting or upon demand therefor by stockholders holding a majority of the issued and outstanding stock present in person or by proxy at any meeting a stock vote shall be taken.  Every stock vote shall be taken by written ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. The directors of the corporation need not be elected by written ballot unless a stockholder demands election by written ballot at the meeting and before voting begins, or unless the Bylaws so provide.

 

At any meeting at which a vote is taken by written ballots, the chairman of the meeting may appoint one or more inspectors; each of whom shall subscribe an oath or affirmation to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of such inspector’s ability.  Such inspector shall receive the written ballots, count the votes, and make and sign a certificate of the result thereof.  The chairman of the meeting may appoint any person to serve as inspector, except no candidate for the office of director shall be appointed as an inspector.

 

Each holder of voting stock or of any class or series thereof shall be entitled to cumulative voting rights as to the directors to be elected by each series or class or the combined classes in accordance with the provisions of Section 214 of the Delaware General Corporation Law.

 

Except as otherwise required by law, the certificate of incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of

 



 

the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these Bylaws, effective as of the first meeting of stockholders at which the directors will be elected following the 2014 annual meeting of stockholders, directors shall be elected by the vote of the majority of the votes cast at any meeting for the election of directors at which a quorum is present, subject to the rights of the holders of any series of Preferred Stock to elect directors in accordance with the terms thereof.  For purposes of this bylaw, a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election.  Votes cast shall include votes “against” a director’s election and shall exclude abstentions with respect to that director’s election.  Notwithstanding the foregoing, (i) at the 2014 annual meeting of stockholders and (ii) in the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present.  For purposes of this Bylaw, a contested election shall mean any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected.  If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee.”

 

Executed effective as of July 24, 2014.

 

 

 

/s/ Vicky Chou

 

Y. Vicky Chou, Secretary

 

 

 

CERTIFICATE OF AMENDMENT

 

OF

 

THE AMENDED AND RESTATED BYLAWS OF

 

OMNIVISION TECHNOLOGIES, INC.,

 

a Delaware corporation

 

The undersigned, Y. Vicky Chou, hereby certifies that:

 

1.                                       She is the duly elected Secretary of OmniVision Technologies, Inc., a Delaware corporation.

 

2.                                       Pursuant to a resolution duly adopted by the Board of Directors of OmniVision Technologies, Inc., a Delaware corporation, effective April 29, 2015, the Amended and Restated Bylaws are amended to add a new Section 7.7 which shall read as follows:

 

“Section 7.7. Forum for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the courts of Santa Clara County in the State of California (or, only if the courts of Santa Clara County in the State of California decline to accept jurisdiction over a particular matter, any federal court within the Northern District of the State of California), shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any current or former director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation or these Bylaws (in each case, as they may be amended from time to time), (iv) any action against the Corporation or any current or former director, officer or other employee of the Corporation to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the Bylaws (in each case, as they may be amended from time to time) or (v) any action asserting a claim against the Corporation or any current or former director or officer or other employee of the Corporation governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article 7, Section 7.7.”

 

3.                                       The matters set forth in this certificate are true and correct to my own knowledge.

 

[Signature Page Follows]

 



 

IN WITNESS HEREOF, the undersigned has set her hand hereto this 29th day of April, 2015.

 

 

/s/ Y. Vicky Chou

 

Y. Vicky Chou, Secretary

 

[As Filed: 04-30-2015]