AMENDED AND RESTATED

BYLAWS

OF

STAMPS.COM INC.

 

(as amended _____, 1999)

 

 

ARTICLE I

 

OFFICES

 

Section 1. The registered office in the State of Delaware is 1013

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Centre Road, Wilmington, County of New Castle.

 

Section 2. The corporation may also have offices at such other places

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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 II

 

MEETINGS OF STOCKHOLDERS

 

Section 1. All meetings of the stockholders for the election of

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directors shall be held at such place as may be fixed from time to time by the

Board of Directors, or at such other place either within or without the State of

Delaware as shall be designated from time to time by the Board of Directors and

stated in the notice of the meeting. Meetings of stockholders for any other

purpose may be held at such time and place, within or without the State of

Delaware, as shall be stated in the notice of the meeting or in a duly executed

waiver of notice thereof.

 

Section 2. Annual meetings of stockholders shall be held at such date

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and time as shall be designated from time to time by the Board of Directors and

stated in the notice of the meeting. At each annual meeting, the stockholders

shall elect directors to succeed those directors whose terms expire in that year

and shall transact such other business as may properly be brought before the

meeting.

 

Section 3. Written notice of the annual meeting stating the place,

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date and hour of the meeting shall be given to each stockholder entitled to vote

at such meeting not less than ten (10) nor more than sixty (60) days before the

date of the meeting.

 

Section 4. The officer who has charge of the stock ledger of the

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corporation shall prepare and make available, at least ten days before every

meeting of stockholders, a complete list of the stockholders entitled to vote at

the meeting, arranged in alphabetical order, and showing the address of each

stockholder and the number of shares registered in the name of each stockholder.

Such list shall be open to the examination of any stockholder, for any purpose

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germane to the meeting, during ordinary business hours, for a period of at least

ten 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 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 5. Special meetings of the stockholders, for any purpose or

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purposes, may only be called by the Board.

 

Section 6. Written notice of a special meeting stating the place,

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date and hour of the meeting and the purpose or purposes for which the meeting

is called, shall be given not fewer than ten (10) nor more than sixty (60) days

before the date of the meeting, to each stockholder entitled to vote at such

meeting.

 

Section 7. Business transacted at any special meeting of stockholders

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shall be limited to the purposes stated in the notice.

 

Section 8. The holders of a majority of the stock issued and

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outstanding and entitled to vote thereat, present in person or represented by

proxy, shall constitute a quorum at all meetings of the stockholders for the

transaction of business except as otherwise provided by statute or by the

certificate of incorporation. If, however, such quorum shall not be present or

represented at any meeting of the stockholders, either the Chairman of the

Board, or the stockholders entitled to vote thereat, present in person or

represented by proxy, shall have power to adjourn the meeting from time to time,

without notice other than announcement at the meeting, until a quorum shall be

present or represented. At such adjourned meeting at which a quorum shall be

present or represented any business may be transacted that might have been

transacted at the meeting as originally notified. 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 the meeting.

 

Section 9. When a quorum is present at any meeting, the vote of the

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holders of a majority of the stock having voting power present in person or

represented by proxy shall decide any question brought before such meeting,

unless the question is one upon which by express provision of applicable statute

or of the certificate of incorporation, a different vote is required, in which

case such express provision shall govern and control the decision of such

question.

 

Section 10. Unless otherwise provided in the certificate of

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incorporation each stockholder shall at every meeting of the stockholders be

entitled to one vote in person or by proxy for each share of the capital stock

having voting power held by such stockholder, but no proxy shall be voted on

after three (3) years from its date, unless the proxy provides for a longer

period.

 

Section 11. Nominations for election to the Board of Directors must

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be made by the Board of Directors or by a committee appointed by the Board of

Directors for such purpose or by any stockholder of any outstanding class of

capital stock of the corporation entitled to vote for the election of directors.

Nominations by stockholders must be preceded by notification in

 

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writing received by the secretary of the corporation not less than one-hundred

twenty (120) days prior to any meeting of stockholders called for the election

of directors. Such notification shall contain the written consent of each

proposed nominee to serve as a director if so elected and the following

information as to each proposed nominee and as to each person, acting alone or

in conjunction with one or more other persons as a partnership, limited

partnership, syndicate or other group, who participates or is expected to

participate in making such nomination or in organizing, directing or financing

such nomination or solicitation of proxies to vote for the nominee:

 

(a) the name, age, residence, address, and business address

of each proposed nominee and of each such person;

 

(b) the principal occupation or employment, the name, type of

business and address of the corporation or other organization in which such

employment is carried on of each proposed nominee and of each such person;

 

(c) the amount of stock of the corporation owned

beneficially, either directly or indirectly, by each proposed nominee and each

such person; and

 

(d) a description of any arrangement or understanding of each

proposed nominee and of each such person with each other or any other person

regarding future employment or any future transaction to which the corporation

will or may be a party.

 

The presiding officer of the meeting shall have the authority to

determine and declare to the meeting that a nomination not preceded by

notification made in accordance with the foregoing procedure shall be

disregarded.

 

Section 12. At any meeting of the stockholders, only such business

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shall be conducted as shall have been brought before the meeting (a) pursuant to

the corporation's notice of meeting, (b) by or at the direction of the Board of

Directors or (c) by any stockholder of the corporation who is a stockholder of

record at the time of giving of the notice provided for in this Bylaw, who shall

be entitled to vote at such meeting and who complies with the notice procedures

set forth in this Bylaw.

 

For business to be properly brought before any meeting by a

stockholder pursuant to clause (c) above of this Section 12, 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) days prior to the date of the meeting. A

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

stockholder proposes to bring before the meeting (a) a brief description of the

business desired to be brought before the meeting and the reasons for conducting

such business at the meeting, (b) the name and address, as they appear on the

corporation's books, of the stockholder proposing such business, and the name

and address of the beneficial owner, if any, on whose behalf the proposal is

made, (c) the class and number of shares of the corporation which are owned

beneficially and of record by such stockholder of record and by the beneficial

owner, if any, on whose behalf of the proposal is made and (d) any

 

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material interest of such stockholder of record and the beneficial owner, if

any, on whose behalf the proposal is made in such business.

 

Notwithstanding anything in these Bylaws to the contrary, no business

shall be conducted at a meeting except in accordance with the procedures set

forth in this Section 12. The presiding officer of the meeting shall, if the

facts warrant, determine and declare to the meeting that business was not

properly brought before the meeting and in accordance with the procedures

prescribed by this Section 12, and if such person should so determine, such

person shall so declare to the meeting and any such business not properly

brought before the meeting shall not be transacted. Notwithstanding the

foregoing provisions of this Section 12, a stockholder shall also comply with

all applicable requirements of the Securities Exchange Act of 1934, as amended,

and the rules and regulations thereunder with respect to the matters set forth

in this Section 12.

 

 

ARTICLE III

DIRECTORS

 

Section 1. The number of directors of this corporation that shall

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constitute the whole board shall be determined by resolution of the Board of

Directors; provided, however, that no decrease in the number of directors shall

have the effect of shortening the term of an incumbent director. The Board of

Directors shall be classified, with respect to the time for which they severally

hold office, into three classes, as nearly equal in number as possible, as

determined by the Board of Directors, one class to hold office initially for a

term expiring at the annual meeting to be held in 2000, another class to hold

office initially for a term expiring at the annual meeting of stockholders held

in 2001 and another class to hold office initially for a term expiring at the

annual meeting of stockholders to be held in 2002, with the members of each

class to hold office until their successors are elected and qualified. At each

annual meeting of stockholders, the successors of the class of directors whose

term expires at that meeting shall be elected to hold office for a term expiring

at the annual meeting of stockholders held in the third year following the year

of their election.

 

Section 2. Vacancies and newly created directorships resulting from

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any increase in the authorized number of directors may be filled by a majority

of the directors then in office, even if less than a quorum, or by a sole

remaining director, and the directors so chosen shall hold office until the next

election of the class for which such directors were chosen and until their

successors are duly elected and qualified or until earlier resignation or

removal. If there are no directors in office, then an election of directors may

be held in the manner provided by statute.

 

Section 3. The business of the corporation shall be managed by or

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under the direction of its Board of Directors which may exercise all such powers

of the corporation and do

 

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all such lawful acts and things as are not by statute or by the certificate of

incorporation or by these bylaws directed or required to be exercised or done by

the stockholders.

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 4. The Board of Directors of the corporation may hold

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meetings, both regular and special, either within or without the State of

Delaware.

 

Section 5. The first meeting of each newly elected Board of Directors

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shall be held at such time and place as shall be fixed by the vote of the

stockholders at the annual meeting and no notice of such meeting shall be

necessary to the newly elected directors in order legally to constitute the

meeting, provided a quorum shall be present. In the event of the failure of the

stockholders to fix the time or place of such first meeting of the newly elected

Board of Directors, or in the event such meeting is not held at the time and

place so fixed by the stockholders, the meeting may be held at such time and

place as shall be specified in a notice given as hereinafter provided for

special meetings of the Board of Directors, or as shall be specified in a

written waiver signed by all of the directors.

 

Section 6. Regular meetings of the Board of Directors may be held

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without notice at such time and at such place as shall from time to time be

determined by the board.

 

Section 7. Special meetings of the board may be called by the

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Chairman of the Board or the president on twelve (12) hours' notice to each

director by phone, fax or electronic mail; special meetings shall be called by

the Chairman of the Board, the president or secretary in like manner and on like

notice on the written request of a majority of the Board unless the Board

consists of only one director, in which case special meetings shall be called by

the Chairman of the Board, the president or secretary in like manner and on like

notice on the written request of the sole director.

 

Section 8. At all meetings of the board a majority of the directors

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shall constitute a quorum for the transaction of business and the act of a

majority of the directors present at any meeting at which there is a quorum

shall be the act of the Board of Directors, except as may be otherwise

specifically provided by statute or by the certificate of incorporation. If a

quorum shall not be present at any meeting of the Board of Directors, the

directors present thereat may adjourn the meeting from time to time, without

notice other than announcement at the meeting, until a quorum shall be present.

 

Section 9. Unless otherwise restricted by the certificate of

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incorporation or these bylaws, any action required or permitted to be taken at

any meeting of the Board of Directors or of any committee thereof may be taken

without a meeting, if all members of the board 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 or committee.

 

Section 10. Unless otherwise restricted by the certificate of

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incorporation or these bylaws, members of the Board of Directors, or any

committee designated by the Board of Directors, may participate in a meeting of

the Board of Directors, or any committee, by means of conference telephone or

similar communications equipment by means of which all persons

 

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participating in the meeting can hear each other, and such participation in a

meeting shall constitute presence in person at the meeting.

 

COMMITTEES OF DIRECTORS

 

Section 11. The Board of Directors may, by resolution passed by a

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majority of the whole board, designate one (1) or more committees, each

committee to consist of one (1) or more of the directors of the corporation.

The board may designate one (1) or more directors as alternate members of any

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

the committee.

 

In the absence of disqualification of a member of a committee, the

member or members thereof present at any meeting and not disqualified from

voting, whether or not he or they constitute a quorum, may unanimously appoint

another member of the Board of Directors to act at the meeting in the place of

any such absent or disqualified member.

 

Any such committee, to the extent provided in the resolution of the

Board of Directors, shall have and may exercise all the powers and authority of

the Board of Directors in the management of the business and affairs of the

corporation, and may authorize the seal of the corporation to be affixed to all

papers that may require it; but no such committee shall have the power or

authority in reference to amending the certificate of incorporation, 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, or amending the bylaws of the corporation; and,

unless the resolution or the certificate of incorporation expressly so provide,

no such committee shall have the power or authority to declare a dividend or to

authorize the issuance of stock. Such committee or committees shall have such

name or names as may be determined from time to time by resolution adopted by

the Board of Directors.

 

Section 12. Each committee shall keep regular minutes of its meetings

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and report the same to the Board of Directors when required.

 

COMPENSATION OF DIRECTORS

 

Section 13. Unless otherwise restricted by the certificate of

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incorporation or these bylaws, the Board of Directors shall have the authority

to fix the compensation of directors. The directors may be paid their expenses,

if any, of attendance at each meeting of the Board of Directors and may be paid

a fixed sum for attendance at each meeting of the Board of Directors or a stated

salary as director. No such payment shall preclude any director from serving

the corporation in any other capacity and receiving compensation therefor.

Members of special or standing committees may be allowed like compensation for

attending committee meetings.

 

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ARTICLE IV

 

NOTICES

 

Section 1. Whenever, under the provisions of the statutes or of the

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certificate of incorporation or of these bylaws, notice is required to be given

to any director or stockholder, it shall not be construed to mean personal

notice (except as provided in Section 7 of Article III of these Bylaws), but

such notice may be given in writing, by mail, addressed to such director or

stockholder, at his address as it appears on the records of the corporation,

with postage thereon prepaid, and such notice shall be deemed to be given at the

time when the same shall be deposited in the United States mail. Notice to

directors may also be given by telephone, telegram or facsimile.

 

Section 2. Whenever any notice is required to be given under the

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provisions of the statutes or of the certificate of incorporation or of these

bylaws, a waiver thereof in writing, signed by the person or persons entitled to

said notice, whether before or after the time stated therein, shall be deemed

equivalent thereto.

 

ARTICLE V

 

OFFICERS

 

 

Section 1. The officers of the corporation shall be chosen by the

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Board of Directors and shall be a president, a chief financial officer and a

secretary. The Board of Directors may elect from among its members a Chairman

of the Board. The Board of Directors may also choose one or more vice-

presidents, assistant secretaries and assistant treasurers. Any number of

offices may be held by the same person, unless the certificate of incorporation

or these bylaws otherwise provide.

 

Section 2. The Board of Directors at its first meeting after each

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annual meeting of stockholders shall choose a president, a chief financial

officer, and a secretary and may choose vice presidents.

 

Section 3. The Board of Directors may appoint such other officers and

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agents as it shall deem necessary who shall hold their offices for such terms

and shall exercise such powers and perform such duties as shall be determined

from time to time by the board.

 

Section 4. The salaries of all officers of the corporation shall be

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fixed by the Board of Directors or any committee established by the Board of

Directors for such purpose. The salaries of agents of the corporation shall,

unless fixed by the Board of Directors, be fixed by the president or any vice-

president of the corporation.

 

Section 5. The officers of the corporation shall hold office until

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their successors are chosen and qualify. Any officer elected or appointed by

the Board of Directors may be

 

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removed at any time by the affirmative vote of a majority of the Board of

Directors. Any vacancy occurring in any office of the corporation shall be

filled by the Board of Directors.

 

THE CHAIRMAN OF THE BOARD

 

Section 6. The Chairman of the Board, if any, shall preside at all

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meetings of the Board of Directors and of the stockholders at which he/she shall

be present. He/she shall have and may exercise such powers as are, from time to

time, assigned to him/her by the Board and as may be provided by law.

 

Section 7. In the absence of the Chairman of the Board, the

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president, shall preside at all meetings of the Board of Directors and of the

stockholders at which he shall be present. He shall have and may exercise such

powers as are, from time to time, assigned to him by the Board and as may be

provided by law.

 

THE PRESIDENT AND VICE-PRESIDENTS

 

Section 8. The president shall be the chief executive officer of the

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corporation; and in the absence of the Chairman of the Board he/she shall

preside at all meetings of the stockholders and the Board of Directors; he/she

shall have general and active management of the business of the corporation and

shall see that all orders and resolutions of the Board of Directors are carried

into effect.

 

Section 9. The president or any vice president shall execute bonds,

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mortgages and other contracts requiring a seal, under the seal of the

corporation, except where required or permitted by law to be otherwise signed

and executed and except where the signing and execution thereof shall be

expressly delegated by the Board of Directors to some other officer or agent of

the corporation.

 

Section 10. In the absence of the president or in the event of his

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inability or refusal to act, the vice-president, if any, (or in the event there

be more than one vice-president, the vice-presidents in the order designated by

the directors, or in the absence of any designation, then in the order of their

election) shall perform the duties of the president, and when so acting, shall

have all the powers of and be subject to all the restrictions upon the

president. The vice-presidents shall perform such other duties and have such

other powers as the Board of Directors may from time to time prescribe.

 

THE SECRETARY AND ASSISTANT SECRETARY

 

Section 11. The secretary shall attend all meetings of the Board of

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Directors and all meetings of the stockholders and record all the proceedings of

the meetings of the corporation and of the Board of Directors in a book to be

kept for that purpose and shall perform like duties for the standing committees

when required. He/she shall give, or cause to be given, notice of all meetings

of the stockholders and special meetings of the Board of Directors, and shall

perform such other duties as may be prescribed by the Board of Directors or

president, under whose supervision he/she shall be. He/she shall have custody

of the corporate seal of the corporation and he/she, or an assistant secretary,

shall have authority to affix the same to any instrument

 

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requiring it and when so affixed, it may be attested by his signature or by the

signature of such assistant secretary. The Board of Directors may give general

authority to any other officer to affix the seal of the corporation and to

attest the affixing by his signature.

 

Section 12. The assistant secretary, or if there be more than one,

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the assistant secretaries in the order determined by the Board of Directors (or

if there be no such determination, then in the order of their election) shall,

in the absence of the secretary or in the event of his inability or refusal to

act, perform the duties and exercise the powers of the secretary and shall

perform such other duties and have such other powers as the board of directors

may from time to time prescribe.

 

THE CHIEF FINANCIAL OFFICER

 

Section 13. The chief financial officer shall be the chief financial

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officer of the corporation, shall have the custody of the corporate funds and

securities and shall keep full and accurate accounts of receipts and

disbursements in books belonging to the corporation and shall deposit all moneys

and other valuable effects in the name and to the credit of the corporation in

such depositories as may be designated by the Board of Directors.

 

Section 14. He/she shall disburse the funds of the corporation as may

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be ordered by the Board of Directors, taking proper vouchers for such

disbursements, and shall render to the president and the Board of Directors, at

its regular meetings, or when the Board of Directors so requires, an account of

all his transactions as Chief Financial Officer and of the financial condition

of the corporation.

 

Section 15. If required by the Board of Directors, he/she shall give

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the corporation a bond (which shall be renewed every six years) in such sum and

with such surety or sureties as shall be satisfactory to the Board of Directors

for the faithful performance of the duties of his/her office and for the

restoration to the corporation, in case of his/her death, resignation,

retirement or removal from office, of all books, papers, vouchers, money and

other property of whatever kind in his possession or under his/her control

belonging to the corporation.

 

Section 16. The treasurer or an assistant treasurer, in the order

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determined by the Board of Directors (or if there be no such determination, then

in the order of their election) shall, in the absence of the Chief Financial

Officer or in the event of his inability or refusal to act, perform the duties

and exercise the powers of the Chief Financial Officer and shall perform such

other duties and have such other powers as the Board of Directors may from time

to time prescribe.

 

ARTICLE VI

 

CERTIFICATE OF STOCK

 

Section 1. Every holder of stock in the corporation shall be entitled

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to have a certificate, signed by, or in the name of the corporation by, the

Chairman of the Board of Directors, or the president or a vice-president and the

treasurer or an assistant treasurer, or the

 

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secretary or an assistant secretary of the corporation, certifying the number of

shares owned by him/her in the corporation.

 

Certificates may be issued for partly paid shares and in such case

upon the face or back of the certificates issued to represent any such partly

paid shares, the total amount of the consideration to be paid therefor, and the

amount paid thereon shall be specified.

 

If the corporation shall be authorized to issue more than one class of

stock or more than one series of any class, the powers, designations,

preferences and relative, participating, optional or other special rights of

each class of stock or series thereof and the qualification, limitations or

restrictions of such preferences and/or rights shall be set forth in full or

summarized on the face or back of the certificate that the corporation shall

issue to represent such class or series of stock, provided that, except as

otherwise provided in section 202 of the General Corporation Law of Delaware, in

lieu of the foregoing requirements, there may be set forth on the face or back

of the certificate that the corporation shall issue to represent such class or

series of stock, a statement that the corporation will furnish without charge to

each stockholder who so requests the powers, designations, preferences and

relative, participating, optional or other special rights of each class of stock

or series thereof and the qualifications, limitations or restrictions of such

preferences and/or rights.

 

Any of or all the signatures on the certificate may be facsimile. In

case any officer, transfer agent or registrar who has signed or whose facsimile

signature has been placed upon a certificate shall have ceased to be such

officer, transfer agent or registrar before such certificate is issued, it may

be issued by the corporation with the same effect as if he/she were such

officer, transfer agent or registrar at the date of issue.

 

LOST CERTIFICATES

 

Section 3. The Board of Directors may direct a new certificate or

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certificates to be issued in place of any certificate or certificates

theretofore issued by the corporation alleged to have been lost, stolen or

destroyed, upon the making of an affidavit of that fact by the person claiming

the certificate of stock to be lost, stolen or destroyed. When authorizing such

issue of a new certificate or certificates, the Board of Directors may, in its

discretion and as a condition precedent to the issuance thereof, require the

owner of such lost, stolen or destroyed certificate or certificates, or his/her

legal representative, to advertise the same in such manner as it shall require

and/or to give the corporation a bond in such sum as it may direct as indemnity

against any claim that may be made against the corporation with respect to the

certificate alleged to have been lost, stolen or destroyed.

 

TRANSFER OF STOCK

 

Section 4. Upon surrender to the corporation or the transfer agent of

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the corporation of a certificate for shares duly endorsed or accompanied by

proper evidence of succession, assignation or 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.

 

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FIXING RECORD DATE

 

Section 5. In order that the corporation may determine the

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

any adjournment thereof, or to express consent to corporate action in writing

without a meeting, 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 may fix, in advance, a record date,

which shall not be more than sixty (60) nor less than ten (10) days before the

date of such meeting, nor more than sixty (60) days prior to any other action.

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.

 

REGISTERED STOCKHOLDERS

 

Section 5. The corporation shall be entitled to recognize the

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exclusive right of a person registered on its books as the owner of shares to

receive dividends, and to vote as such owner, and to hold liable for calls and

assessments a person registered on its books as the owner of shares and 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

Delaware.

 

ARTICLE VII

 

GENERAL PROVISIONS

 

DIVIDENDS

 

Section 1. Dividends upon the capital stock of the corporation,

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subject to the provisions of the certificate of incorporation, if any, may be

declared by the Board of Directors at any regular or special meeting, pursuant

to law. Dividends may be paid in cash, in property, or in shares of the capital

stock, subject to the provisions of the certificate of incorporation.

 

Section 2. Before payment of any dividend, there may be set aside out

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of any funds of the corporation available for dividends such sum or sums as the

directors from time to time, in their absolute discretion, think proper as a

reserve or reserves to meet contingencies, or for equalizing dividends, or for

repairing or maintaining any property of the corporation, or for such other

purposes as the directors shall think conducive to the interest of the

corporation, and the directors may modify or abolish any such reserve in the

manner in which it was created.

 

CHECKS

 

Section 3. All checks or demands for money and notes of the

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corporation shall be signed by such officer or officers or such other person or

persons as the Board of Directors may from time to time designate.

 

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FISCAL YEAR

 

Section 4. The fiscal year of the corporation shall be fixed by

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resolution of the Board of Directors.

 

SEAL

 

Section 5. The Board of Directors may adopt a corporate seal having

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inscribed thereon the name of the corporation, the year of its organization and

the words "Corporate Seal, Delaware." The seal may be used by causing it or a

facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

INDEMNIFICATION

 

Section 6. The corporation shall, to the fullest extent authorized

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under the laws of the State of Delaware, as those laws may be amended and

supplemented from time to time, indemnify any director made, or threatened to be

made, a party to an action or proceeding, whether criminal, civil,

administrative or investigative, by reason of being a director of the

corporation or a predecessor corporation or, at the corporation's request, a

director or officer of another corporation, provided, however, that the

corporation shall indemnify any such agent in connection with a proceeding

initiated by such agent only if such proceeding was authorized by the Board of

Directors of the corporation. The indemnification provided for in this Section

6 shall: (i) not be deemed exclusive of any other rights to which those

indemnified may be entitled under any bylaw, agreement or vote of stockholders

or disinterested directors or otherwise, both as to action in their official

capacities and as to action in another capacity while holding such office, (ii)

continue as to a person who has ceased to be a director, and (iii) inure to the

benefit of the heirs, executors and administrators of such a person. The

corporation's obligation to provide indemnification under this Section 6 shall

be offset to the extent of any other source of indemnification or any otherwise

applicable insurance coverage under a policy maintained by the corporation or

any other person.

 

Expenses incurred by a director of the corporation in defending a

civil or criminal action, suit or proceeding by reason of the fact that he is or

was a director of the corporation (or was serving at the corporation's request

as a director or officer of another corporation) shall be paid by the

corporation in advance of the final disposition of such action, suit or

proceeding upon receipt of an undertaking by or on behalf of such director to

repay such amount if it shall ultimately be determined that he is not entitled

to be indemnified by the corporation as authorized by relevant sections of the

General Corporation Law of Delaware. Notwithstanding the foregoing, the

corporation shall not be required to advance such expenses to an agent who is a

party to an action, suit or proceeding brought by the corporation and approved

by a majority of the Board of Directors of the corporation which alleges willful

misappropriation of corporate assets by such agent, disclosure of confidential

information in violation of such agent's fiduciary or contractual obligations to

the corporation or any other willful and deliberate breach in bad faith of such

agent's duty to the corporation or its stockholders.

 

The foregoing provisions of this Section 6 shall be deemed to be a

contract between the corporation and each director who serves in such capacity

at any time while this

 

12

<PAGE>

 

bylaw is in effect, and any repeal or modification thereof shall not affect any

rights or obligations then existing with respect to any state of facts then or

theretofore existing or any action, suit or proceeding theretofore or thereafter

brought based in whole or in part upon any such state of facts.

 

The Board of Directors in its discretion shall have power on behalf of

the corporation to indemnify any person, other than a director, made a party to

any action, suit or proceeding by reason of the fact that he, his testator or

intestate, is or was an officer or employee of the corporation.

 

To assure indemnification under this Section 6 of all directors,

officers and employees who are determined by the corporation or otherwise to be

or to have been "fiduciaries" of any employee benefit plan of the corporation

which may exist from time to time, Section 145 of the General Corporation Law of

Delaware shall, for the purposes of this Section 6, be interpreted as follows:

an "other enterprise" shall be deemed to include such an employee benefit plan,

including without limitation, any plan of the corporation which is governed by

the Act of Congress entitled "Employee Retirement Income Security Act of 1974,"

as amended from time to time; the corporation shall be deemed to have requested

a person to serve an employee benefit plan where the performance by such person

of his duties to the corporation also imposes duties on, or otherwise involves

services by, such person to the plan or participants or beneficiaries of the

plan; excise taxes assessed on a person with respect to an employee benefit plan

pursuant to such Act of Congress shall be deemed "fines."

 

ARTICLE VIII

 

AMENDMENTS

 

Section 1. These bylaws may be altered, amended or repealed or new

----------

bylaws may be adopted by the affirmative vote of holders of at least 66-2/3%

vote of the outstanding voting stock of the corporation. These bylaws may also

be altered, amended or repealed or new bylaws may be adopted by the Board of

Directors, when such power is conferred upon the Board of Directors by the

certificate of incorporation. The foregoing may occur at any regular meeting of

the stockholders or of the Board of Directors or at any special meeting of the

stockholders or of the Board of Directors if notice of such alteration,

amendment, repeal or adoption of new bylaws be contained in the notice of such

special meeting. If the power to adopt, amend or repeal bylaws is conferred

upon the Board of Directors by the certificate of incorporation it shall not

divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

 

13

<PAGE>

 

CERTIFICATE OF ADOPTION BY THE

SECRETARY OF

 

STAMPS.COM, INC.

 

The undersigned, John W. LaValle, hereby certifies that he is the duly

elected and acting Secretary of STAMPS.COM Inc., a Delaware corporation (the

"Corporation"), and that the Bylaws attached hereto constitute the Bylaws of

said Corporation as duly adopted by the Board of Directors on June _____, 1999.

 

IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name

this _____ day of _______, 1999.

 

_______________________________________

John W. LaValle

Secretary


WHEREAS, this corporationís Bylaws have been consistently interpreted to provide that directors are elected by a plurality vote of the stockholders;

 

NOW, THEREFORE, BE IT RESOLVED, that such interpretation is hereby confirmed, and, to the extent that any provision of the Bylaws could be read to require a different voting arrangement, such provision shall be interpreted and amended to be consistent with such interpretation.

 

 

AMENDMENT DATED JANUARY 13, 2012 TO BYLAWS OF STAMPS.COM INC.

 

The Bylaws of Stamps.com Inc. (the "Existing Bylaws") shall be amended as set forth below. Except as specifically amended by this Amendment dated January 13, 2012 to Bylaws of Stamps.com Inc., the Existing Bylaws shall remain in full force and effect.

1. Article III, Section 7 of the Existing Bylaws shall be amended and restated in its entirety by the new Article III, Section 7 set forth below.

Section 7. Special meetings of the Board of Directors may be called by the Chairman of the Board or the Chief Executive Officer on twelve (12) hours' notice to each director by phone, fax or electronic mail; special meetings shall be called by the Chairman of the Board, the Chief Executive Officer or secretary in like manner and on like notice on the written request of a majority of the Board unless the Board consists of only one director, in which case special meetings shall be called by the Chairman of the Board, the Chief Executive Officer or the secretary in like manner and on like notice on the written request of the sole director.

2. Article V of the Existing Bylaws shall be amended and restated in its entirety by the new Article V set forth below.

ARTICLE V

 

OFFICERS

 

Section 1. The officers of the Corporation shall be chosen by the Board of Directors and shall consist of a Chief Executive Officer, one or more Presidents, one or more Vice Presidents, a Secretary, a Chief Financial Officer and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. The Board of Directors may also elect from its members a Chairman of the Board. Any number of offices may be held by the same person unless specifically prohibited by law. In its discretion, the Board of Directors may choose not to fill any office for any period as it may deem advisable.

 

Section 2. The officers of the Corporation shall be elected annually by the Board of Directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as is convenient. New offices may be created and filled by the Board of Directors. Each officer shall hold office at the pleasure of the Board of Directors and until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.


Section 3. Any officer or agent elected by the Board of Directors may be removed by the Board of Directors at its discretion, with or without cause.

 

Section 4. Any vacancy occurring in any office because of death, resignation, removal, disqualification, creation of new offices or otherwise may be filled by the Board of Directors.

 

Section 5. Compensation of all executive officers shall be approved by the Board of Directors, a duly authorized committee thereof or by such officers as may be designated by resolution of the Board of Directors. The compensation of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the Chief Executive Officer, by the President(s) or any Vice-Presidents of the corporation.

 

THE CHAIRMAN OF THE BOARD

 

Section 6. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he/she shall be present. He/she shall have and may exercise such powers as are, from time to time, assigned to him/her by the Board and as may be provided by law.

 

THE CHIEF EXECUTIVE OFFICER

 

Section 7. Subject to the powers of the Board of Directors, the Chief Executive Officer shall be in general and active charge of the entire business and affairs of the Corporation, and shall be its chief policy making officer. The Chief Executive Officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the Board of Directors and of the stockholders at which he/she shall be present. The Chief Executive Officer shall have such other powers and perform such other duties as are incident to that position and/or as may be prescribed by the Board of Directors or as may be provided in these Bylaws.

 

THE PRESIDENTS AND VICE PRESIDENTS

 

Section 8. The President, or if there shall be more than one, each of the Presidents shall, subject to the powers of the Board of Directors, the Chairman of the Board and the Chief Executive Officer, have general charge of the business, affairs and property of the Corporation, and control over its officers, agents and employees. Each of the Presidents is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Each of the President(s) shall have such other powers and perform such other duties as are incident to that position and/or as may be prescribed by the Chairman of the Board, the Chief Executive Officer, the Board of Directors or as may be provided in these Bylaws.


Section 9. The Vice President, or if there shall be more than one, the Vice Presidents, in the order determined by the Board of Directors or the Chairman of the Board, shall, in the absence or disability of the President(s), act with all of the powers and be subject to all the restrictions of the President(s). The Vice Presidents shall also have such other power and perform such other duties as are incident to that position and/or as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President(s) or as may be provided in these Bylaws. The Vice Presidents may also be designated as Executive Vice Presidents or Senior Vice Presidents, as the Board of Directors may from time to time prescribe.

 

THE SECRETARY AND ASSISTANT SECRETARY

 

Section 10. The Secretary shall attend all meetings of the Board of Directors (other than executive sessions thereof) and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the Board of Directorsí supervision, the Secretary shall give, or cause to be given, all notices required to be given by these Bylaws or by law; shall have such powers and perform such duties as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President(s) or these Bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, any of the assistant secretaries, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President(s) or the Secretary may, from time to time, prescribe. The Secretary and any Assistant Secretary shall have such other powers and perform such other duties as are incident to those positions and/or as may be prescribed by the Board of Directors or as may be provided in these Bylaws.

THE CHIEF FINANCIAL OFFICER

 

Section 11. The Chief Financial Officer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation as shall be necessary or desirable in accordance with applicable law or generally accepted accounting principles; shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the Chairman of the Board or the Board of Directors; shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; shall cause the funds of the Corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the Board of Directors, at its regular meeting or when the Board of Directors so requires, an account of the Corporation. The Chief Financial Officer shall have such other powers and perform such other duties as are incident to that position and/or as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President(s) or as may be provided in these Bylaws..


OTHER OFFICERS AND AGENTS

 

Section 12. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by the Board of Directors.

 

Section 13. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety as the Board of Directors may require.

 

Section 14. The Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

 

[End]