Form Of Amended & Restated By-laws

EXHIBIT 3.2


ROWECOM, INC.
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FORM OF AMENDED AND RESTATED BY-LAWS
------------------------------------


TABLE OF CONTENTS
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Article I. - General. - ------- ------- 1.1. Offices................................................................................... 1 1.2. Seal...................................................................................... 1 1.3. Fiscal Year. ............................................................................. 1


Article II. - Stockholders....................................................................... 1 - ------- ------------ 2.1. Place of Meetings......................................................................... 1 2.2. Annual Meeting............................................................................ 1 2.3. Quorum.................................................................................... 1 2.4. Right to Vote; Proxies.................................................................... 2 2.5. Voting.................................................................................... 2 2.6. Notice of Annual Meetings................................................................. 2 2.7. Stockholders' List........................................................................ 3 2.8. Special Meetings.......................................................................... 3 2.9. Notice of Special Meetings................................................................ 3 2.10. Inspectors................................................................................ 3 2.11. Stockholders' Consent in Lieu of Meeting.................................................. 4 2.12. Procedures................................................................................ 4
Article III. - Directors......................................................................... 5 - ------- --------- 3.1. Number of Directors....................................................................... 5 3.2. Change in Number of Directors; Vacancies.................................................. 7 3.3. Resignation............................................................................... 7 3.4. Removal................................................................................... 7 3.5. Place of Meetings and Books............................................................... 7 3.6. General Powers............................................................................ 7 3.7. Executive Committee....................................................................... 7 3.8. Other Committees.......................................................................... 8 3.9. Powers Denied to Committees............................................................... 8 3.10. Substitute Committee Member............................................................... 9 3.11. Compensation of Directors................................................................. 9 3.12. Annual Meeting............................................................................ 9 3.13. Regular Meetings.......................................................................... 9 3.14. Special Meetings.......................................................................... 9 3.15. Quorum.................................................................................... 9 3.16. Telephonic Participation in Meetings...................................................... 10 3.17. Action by Consent......................................................................... 10


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Article IV. - Officers........................................................................... 10 - ------- -------- 4.1. Selection; Statutory Officers............................................................. 10 4.2. Time of Election.......................................................................... 10 4.3. Additional Officers....................................................................... 10 4.4. Terms of Office........................................................................... 11 4.5. Compensation of Officers.................................................................. 11 4.6. Chairman of the Board..................................................................... 11 4.7. President................................................................................. 11 4.8. Vice-Presidents........................................................................... 11 4.9. Treasurer................................................................................. 11 4.10. Secretary................................................................................. 12 4.11. Assistant Secretary....................................................................... 12 4.12. Assistant Treasurer....................................................................... 12 4.13. Subordinate Officers...................................................................... 13
Article V. - Stock............................................................................... 13 - ------- ----- 5.1. Stock..................................................................................... 13 5.2. Fractional Share Interests................................................................ 13 5.3. Transfers of Stock........................................................................ 14 5.4. Record Date............................................................................... 14 5.5. Transfer Agent and Registrar.............................................................. 15 5.6. Dividends................................................................................. 15 5.7. Lost, Stolen or Destroyed Certificates.................................................... 15 5.8. Inspection of Books....................................................................... 15
Article VI. - Miscellaneous Management Provisions................................................ 16 - ------- ----------------------------------- 6.1. Checks, Drafts and Notes.................................................................. 16 6.2. Notices................................................................................... 16 6.3. Conflict of Interest...................................................................... 16 6.4. Voting of Securities owned by this Company................................................ 17
Article VII. - Indemnification................................................................... 17 - ------- --------------- 7.1. Right to Indemnification.................................................................. 17 7.2. Right of Indemnitee to Bring Suit......................................................... 18 7.3. Non-Exclusivity of Rights................................................................. 19 7.4. Insurance................................................................................. 19 7.5. Indemnification of Employees and Agents of the Company.................................... 19
Article VIII. - Amendments....................................................................... 20 - ------- ---------- 8.1. Amendments................................................................................ 20


ROWECOM, INC.
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AMENDED AND RESTATED BY LAWS


ARTICLE I - GENERAL.
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1.1. OFFICES. The registered office of RoweCom, Inc. (the "Company")
------- will be in the City of Wilmington, County of New Castle, State of Delaware. The Company may also have offices at such 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 Company may require.


1.2 SEAL. The seal, if any, of the Company will be in the form of a
---- circle and will have inscribed thereon the name of the Company, the year of its organization and the words "Corporate Seal, Delaware."


1.3 FISCAL YEAR. Except as otherwise determined by the Board of
----------- Directors, the fiscal year of the Company will be the period from January 1st through December 31st.


ARTICLE II - STOCKHOLDERS.
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2.1 PLACE OF MEETINGS. Each meeting of the stockholders will be held at
----------------- such place or places as the Board of Directors may have determined and as will be stated in the notices of the meetings.


2.2 ANNUAL MEETING. The annual meeting of the stockholders will be held
-------------- each year on such date and at such time as the Board of Directors may determine. At each annual meeting the stockholders entitled to vote will elect such members of the Board of Directors as are standing for election, by plurality vote, and they may transact such other corporate business as may properly be brought before the meeting. At the annual meeting any business may be transacted, irrespective of whether the notice calling such meeting will have contained a reference thereto, except where notice is required by law, the Company's Certificate of Incorporation as amended and/or restated from time to time and as in effect as of the relevant time (the "Certificate of Incorporation"), or these by-laws.


2.3 QUORUM. At all meetings of the stockholders the holders of a majority
------ of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum requisite for the transaction of business except as otherwise provided by


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law, the Certificate of Incorporation, or these by-laws. If, however, such majority will not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or by proxy, by a majority vote, will have power to adjourn the meeting from time to time without notice other than announcement at the meeting until the requisite amount of voting stock will be present. 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 will be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting, at which the requisite amount of voting stock will be represented, any business may be transacted that might have been transacted if the meeting had been held as originally called.


2.4 RIGHT TO VOTE; PROXIES. Subject to the provisions of the Certificate
---------------------- of Incorporation, each holder of a share or shares of capital stock of the Company having the right to vote at any meeting will be entitled to one vote for each such share of stock held by him. Any stockholder entitled to vote at any meeting of stockholders may vote either in person or by proxy, but no proxy that is dated more than three years prior to the meeting at which it is offered will confer the right to vote thereat unless the proxy provides that it will be effective for a longer period. A proxy may be granted by a writing executed by the stockholder or his authorized agent or by transmission or authorization of transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, subject to the conditions set forth in Section 212 of the Delaware General Corporation Law, as it may be amended from time to time (the "DGCL").


2.5 VOTING. At all meetings of stockholders, except as otherwise
------ expressly provided for by statute, the Certificate of Incorporation, or these by-laws, (i) in all matters other than the election of directors, the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on such matter will be the act of the stockholders and (ii) directors will 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.


2.6 NOTICE OF ANNUAL MEETINGS. Written notice of the annual meeting of
------------------------- the stockholders will be mailed to each stockholder entitled to vote thereat at such address as appears on the stock books of the


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Company at least ten (10) days (and not more than sixty (60) days) prior to the meeting. It will be the duty of every stockholder to furnish to the Secretary of the Company or to the transfer agent, if any, of the class of stock owned by him, his post-office address and to notify said Secretary or transfer agent of any change therein.


2.7 STOCKHOLDERS' LIST. A complete list of the stockholders entitled to
------------------ vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder, and the number of shares registered in the name of each stockholder, will be prepared by the Secretary and filed either at a place within the city where the meeting is to be held, which place will be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, at least ten days before such meeting, and will at all times during the usual hours for business, and during the whole time of said election, be open to the examination of any stockholder for a purpose germane to the meeting.


2.8 SPECIAL MEETINGS. Special meetings of the stockholders for any purpose
---------------- or purposes, unless otherwise provided by statute, may be called only by the Board of Directors, the President, or a majority of the Board of Directors.


2.9 NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting of
-------------------------- stockholders, stating the time and place and object thereof will be mailed, postage prepaid, not less than ten (10) nor more than sixty (60) days before such meeting, to each stockholder entitled to vote thereat, at such address as appears on the books of the Company. No business may be transacted at such meeting except that referred to in said notice, or in a supplemental notice given also in compliance with the provisions hereof, or such other business as may be germane or supplementary to that stated in said notice or notices.


2.10 INSPECTORS.
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1. One or more inspectors may be appointed by the Board of Directors
before or at any meeting of stockholders, or, if no such appointment will
have been made, the presiding officer may make such appointment at the
meeting. At the meeting for which the inspector or inspectors are
appointed, he or they will open and close the polls, receive and take
charge of the proxies and ballots, and decide all questions touching on the
qualifications of voters, the validity of proxies and the acceptance and
rejection of votes. If any inspector previously appointed will fail to
attend or refuse or be


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unable to serve, the presiding officer will appoint an inspector in his
place.


2. At any time at which the Company has a class of voting stock that
is (i) listed on a national securities exchange, (ii) authorized for
quotation on an inter-dealer quotation system of a registered national
securities association, or (iii) held of record by more than 2,000
stockholders, the provisions of Section 231 of the DGCL with respect to
inspectors of election and voting procedures will apply, in lieu of the
provisions of paragraph 1 of this (S)2.10.


2.11 STOCKHOLDERS' CONSENT IN LIEU OF MEETING. Unless otherwise provided
---------------------------------------- in the Certificate of Incorporation:


(a) Prior to the closing of an underwritten public offering
pursuant to an effective registration statement under the
Securities Act of 1933, as amended, covering the offering and
sale of capital stock of the Company (the "IPO"), any action
required by law to be taken at any annual or special meeting of
stockholders of the Company, or any action that may be taken at
any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so
taken, are signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and are delivered
to the Company by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or
agent of the Company having custody of the book in which
proceedings of meetings of stockholders are recorded.


(b) From and after the closing of the IPO, any action
required to be taken at any annual or special meeting of
stockholders of the Company, or any action that may be taken at
any annual or special meeting of such stockholders, may be taken
only at such meeting and not by written consent of the
stockholders.


2.12 PROCEDURES. For nominations for the Board of Directors or for other
---------- business to be properly brought by a stockholder before a meeting of stockholders, the stockholder must first have given timely written notice thereof to the Secretary of the Company. To be timely, a


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notice of nominations or other business to be brought before an annual meeting of stockholders must be delivered to the Secretary not less than 120 nor more than 150 days prior to the first anniversary of the date of the Company's proxy statement delivered to stockholders in connection with the preceding year's annual meeting, or if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary, or if no proxy statement was delivered to stockholder by the Company in connection with the preceding year's annual meeting, such notice must be delivered not earlier than 90 days prior to such annual meeting and not later than the later of (i) 60 days prior to the annual meeting or (ii) 10 days following the date on which public announcement of the date of such annual meeting is first made by the Company. With respect to special meetings of stockholders, such notice must be delivered to the Secretary not more than 90 days prior to such meeting and not later than the later of (i) 60 days prior to such meeting or (ii) 10 days following the date on which public announcement of the date of such meeting is first made by the Company. Such notice must contain the name and address of the stockholder delivering the notice and a statement with respect to the amount of the Company's stock beneficially and/or legally owned by such stockholder, the nature of any such beneficial ownership of such stock, the beneficial ownership of any such stock legally held by such stockholder but beneficially owned by one or more others, and the length of time for which all such stock has been beneficially and/or legally owned by such stockholder, and information about each nominee f ...