Restated Bylaws

Exhibit 3.2


BYLAWS OF


ADVANCED DIGITAL INFORMATION CORPORATION


As amended and restated on December 10, 2003

Subsequent amendments are listed on page i

ADVANCED DIGITAL INFORMATION CORPORATION


AMENDMENTS

Section


Effect of Amendment Date of
Amendment


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TABLE OF CONTENTS

SECTION 1. OFFICES 1 SECTION 2. SHAREHOLDERS 1 2.1 Annual Meeting 1 2.2 Special Meetings 1 2.3 Date, Time and Place of Meeting 1 2.4 Notice of Meeting 1 2.5 Business for Shareholders' Meetings 2 2.5.1 Business at Annual Meetings 2 2.5.2 Business at Special Meetings 2 2.5.3 Notice to Corporation 3 2.6 Waiver of Notice 3 2.7 Fixing of Record Date for Determining Shareholders 3 2.8 Voting Record 3 2.9 Quorum 3 2.10 Manner of Acting 4 2.11 Proxies 4 2.12 Voting of Shares 4 2.13 Voting for Directors 4 2.14 Action by Shareholders Without a Meeting 4 SECTION 3. BOARD OF DIRECTORS 5 3.1 General Powers 5 3.2 Number and Tenure 5 3.3 Nomination and Election 5 3.3.1 Nomination 5 3.3.2 Election 6 3.4 Annual and Regular Meetings 6 3.5 Special Meetings 6 3.6 Meetings by Communication Equipment 6 3.7 Notice of Special Meetings 6 3.7.1 Personal Delivery 6 3.7.2 Delivery by Mail 7 3.7.3 Delivery by Private Carrier 7 3.7.4 Facsimile Notice 7 3.7.5 Delivery by Telegraph 7 3.7.6 Oral Notice 7 3.8 Waiver of Notice 7 3.8.1 In Writing 7 3.8.2 By Attendance 7 3.9 Quorum 7 3.10 Manner of Acting 8 3.11 Presumption of Assent 8 3.12 Action by Board or Committees Without a Meeting 8 3.13 Resignation 8 3.14 Removal 8


-ii- 3.15 Vacancies 8 3.16 Executive and Other Committees 9 3.16.1 Creation of Committees 9 3.16.2 Authority of Committees 9 3.16.3 Audit Committee 9 3.16.4 Compensation Committee 9 3.16.5 Quorum and Manner of Acting 9 3.16.6 Minutes of Meetings 10 3.16.7 Resignation 10 3.16.8 Removal 10 3.17 Compensation 10 SECTION 4. OFFICERS 10 4.1 Appointment and Term 10 4.2 Resignation 10 4.3 Removal 11 4.4 Contract Rights of Officers 11 4.5 Vacancies 11 4.6 Chairman of the Board 11 4.7 President 11 4.8 Vice President 11 4.9 Secretary 11 4.10 Treasurer 12 4.11 Salaries 12 SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS 12 5.1 Contracts 12 5.2 Loans to the Corporation 12 5.3 Checks, Drafts, Etc. 12 5.4 Deposits 12 SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER 13 6.1 Issuance of Shares 13 6.2 Certificates for Shares 13 6.3 Stock Records 13 6.4 Restriction on Transfer 13 6.5 Transfer of Shares 13 6.6 Lost or Destroyed Certificates 14 SECTION 7. BOOKS AND RECORDS 14 SECTION 8. ACCOUNTING YEAR 14 SECTION 9. SEAL 15 SECTION l0. INDEMNIFICATION 15 10.1 Right to Indemnification 15


-iii- 10.2 Restrictions on Indemnification 15 10.3 Advancement of Expenses 15 10.4 Right of Indemnitee to Bring Suit 16 10.5 Procedures Exclusive 16 10.6 Nonexclusivity of Rights 16 10.7 Insurance, Contract and Funding 16 10.8 Indemnification of Employee and Agent of the Corporation 16 10.9 Person Serving Other Entities 16 SECTION 11. AMENDMENTS 17


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BYLAWS OF

ADVANCED DIGITAL INFORMATION CORPORATION

(as amended and restated on December 10, 2003)


SECTION 1. OFFICES


The principal office of the corporation is its principal place of business or such other place as the corporation's Board of Directors (the "Board") may designate. The corporation may have such other offices, either within or without the state of Washington, as the Board may designate or as the business of the corporation may require from time to time.


SECTION 2. SHAREHOLDERS

2.1 Annual Meeting


The annual meeting of the shareholders shall be held each year within 90 to 180 days after the fiscal year end of the corporation at a date, time and location determined by resolution of the Board of Directors, for the purpose of electing Directors and transacting such other business as may properly come before the meeting. At any time prior to the commencement of the annual meeting, the Board may postpone the annual meeting for a period of up to one hundred twenty 120 days from the date fixed for such meeting in accordance with this subsection 2.1.

2.2 Special Meetings

The Chairman of the Board, the President or the Board may call special meetings of the shareholders for any purpose. Further, a special meeting of the shareholders will be held if the holders of not less than 10% of all the votes entitled to be cast on any issue proposed to be considered at such special meeting have dated, signed and delivered to the Secretary one or more written demands for such meeting, describing the purpose or purposes for which it is to be held; provided , however , that upon qualification of the corporation as a "public company" under Title 23B RCW the percentage of votes required to call a special meeting will be 50%.

2.3 Date, Time and Place of Meeting

Except as otherwise provided, all meetings of shareholders will be held on such date and at such time and place within or without the state of Washington as designated by the Board, by any persons entitled to call a meeting hereunder or in a waiver of notice signed by all of the shareholders entitled to notice of the meeting.

2.4 Notice of Meeting

Written notice stating the place, day and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called must be given by or at the direction of the Board, the Chairman of the Board, the President or the Secretary to each shareholder entitled to notice of or to vote at the meeting not less than 10 nor more than 60 days before the meeting, except that notice of a meeting to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, the sale, lease, exchange or other disposition of all or substantially all of the corporation's assets other than in the regular course of business or the dissolution of the corporation must be given not less than 20 nor more than 60 days before such meeting. Such notice may be transmitted by mail, private


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carrier, personal delivery, telegraph, teletype or communications equipment which transmits a facsimile of the notice to like equipment which receives and reproduces such notice. If these forms of written notice are impractical in the view of the Board, the Chairman of the Board, the President or the Secretary, written notice may be transmitted by an advertisement in a newspaper of general circulation in the area of the corporation's principal office. If such notice is mailed, it will be deemed effective when deposited in the official government mail, first-class postage prepaid, properly addressed to the shareholder at such shareholder's address as it appears in the corporation's current record of shareholders. Notice given in any other manner will be deemed effective when dispatched to the shareholder's address, telephone number or other number appearing on the records of the corporation. Any notice given by publication as herein provided will be deemed effective five days after first publication.

2.5 Business for Shareholders' Meetings

2.5.1 Business at Annual Meetings

In addition to the election of directors, other proper business may be transacted at an annual meeting of shareholders, provided that such business is properly brought before such meeting. To be properly brought before an annual meeting, business must be (a) brought by or at the direction of the Board or (b) brought before the meeting by a shareholder pursuant to written notice thereof, in accordance with subsection 2.5.3 hereof, and received by the Secretary not fewer than 60 nor more than 90 days prior to the date specified in subsection 2.1 hereof for such annual meeting (or, if less than 60 days' notice or prior public disclosure of the date of the annual meeting is given or made to the shareholders, not later than the tenth day following the day on which the notice of the date of the annual meeting was mailed or such public disclosure was made). Any such shareholder notice must set forth (i) the name and address of the shareholder proposing such business; (ii) a representation that the shareholder is entitled to vote at such meeting and a statement of the number of shares of the corporation which are beneficially owned by such shareholder; (iii) a representation that the shareholder intends to appear in person or by proxy at the meeting to propose such business; and (iv) as to each matter the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, the language of the proposal (if appropriate), and any material interest of the shareholder in such business. No business shall be conducted at any annual meeting of shareholders except in accordance with this subsection 2.5.1. If the facts warrant, the Board, or the chairman of an annual meeting of shareholders, may determine and declare (a) that a proposal does not constitute proper business to be transacted at the meeting or (b) that business was not properly brought before the meeting in accordance with the provisions of this subsection 2.5.1 and, if, in either case, it is so determined, any such business shall not be transacted. The procedures set forth in this subsection 2.5.1 for business to be properly brought before an annual meeting by a shareholder are in addition to, and not in lieu of, the requirements set forth in Rule 14a-8 under Section 14 of the Securities Exchange Act of 1934, as amended, or any successor provision.

2.5.2 Business at Special Meetings

At any special meeting of the shareholders, only such business as is specified in the notice of such special meeting given by or at the direction of the person or persons calling such meeting, in accordance with subsection 2.4 hereof, may come before such meeting.


-2- 2.5.3 Notice to Corporation

Any written notice required to be delivered by a shareholder to the corporation pursuant to subsection 2.2, subsection 2.5.1 or subsection 2.5.2 hereof must be given, either by personal delivery or by registered or certified mail, postage prepaid, to the Secretary at the corporation's principal office.

2.6 Waiver of Notice

Whenever any notice is required to be given to any shareholder under the provisions of these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act ("WBCA"), a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Further, notice of the time, place and purpose of any meeting will be deemed to be waived by any shareholder by attendance thereat in person or by proxy, unless such shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

2.7 Fixing of Record Date for Determining Shareholders

For the purpose of determining shareholders entitled (a) to notice of or to vote at any meeting of shareholders or any adjournment thereof, (b) to demand a special meeting, or (c) to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board may fix in advance a date as the record date for any such determination. Such record date may not be more than 70 days, and in case of a meeting of shareholders, may not be less than 10 days prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting, the record date shall be the day immediately preceding the date on which notice of the meeting is first given to shareholders. Such a determination shall apply to any adjournment of the meeting unless the Board fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If no record date is fixed for the determination of shareholders entitled to receive payment of any stock dividend or distribution (other than one involving a purchase, redemption or other acquisition of the corporation's shares) the record date shall be the date the Board authorizes the stock dividend or distribution. 2.8 Voting Record


At least 10 days before each meeting of shareholders, a complete record of the shareholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged by voting group and by each class or series of shares therein, with the address of and number of shares held by each shareholder. This record shall be kept on file at the registered office of the corporation for 10 days prior to such meeting and shall be kept open at such meeting for the inspection of any shareholder or any shareholder's agent.

2.9 Quorum


A majority of the votes entitled to be cast on a matter by the holders of shares that, pursuant to the Articles of Incorporation or the WBCA, are entitled to vote and be counted collectively upon such matter, represented in person or by proxy, constitutes a quorum of such shares at a meeting of shareholders. If less than a majority of such votes are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice if the new date, time or place is announced at the meeting before adjournment. Any business may be transacted at a reconvened


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meeting that might have been transacted at the meeting as originally called, provided a quorum is present or represented thereat. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business thereat, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment thereof (unless a new record date is or must be set for the adjourned meeting), notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

2.10 Manner of Acting

If a quorum is present, action on a matter other than the election of Directors shall be approved if the votes cast in favor of the action by the shares entitled to vote and be counted collectively upon such matter exceed the votes cast against such action by the shares entitled to vote and be counted collectively thereon, unless the Articles of Incorporation or the WBCA requires a greater number of affirmative votes.

2.11 Proxies


A shareholder may vote by proxy executed in writing by the shareholder or by his or her attorney-in-fact or agent or other officer or agent authorized to tabulate votes. Such proxy is effective when received by the Secretary of the corporation before or at the time of the meeting. A proxy becomes invalid 11 months after the date of its execution, unless otherwise provided in the proxy. A proxy with respect to a specified meeting entitles the holder thereof to vote at any reconvened meeting following adjournment of such meeting, but is not valid after the final adjournment thereof.

2.12 Voting of Shares

Except as provided in the Articles of Incorporation or in Section 2.13 hereof, each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of shareholders is entitled to one vote upon each such issue.

2.13 Voting for Directors

Each shareholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such shareholder for as many persons as there are Directors to be elected and for whose election such shareholder has a right to vote.

2.14 Action by Shareholders Without a Meeting

Any action which could be taken at a meeting of the shareholders may be taken without a meeting if a written consent setting forth the action so taken is signed by all shareholders entitled to vote with respect to the subject matter thereof. If not otherwise fixed by the Board, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent. A shareholder may withdraw a consent only by delivering a written notice of withdrawal to the corporation prior to the time that all consents are in the possession of the corporation. Action taken by written consent of shareholders without a meeting is effective when all consents are in the possession of the corporation, unless the consent specifies a later effective date. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the shareholders.


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SECTION 3. BOARD OF DIRECTORS

3.1 General Powers


All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, except as may be otherwise provided in these Bylaws, the Articles of Incorporation or the WBCA.

3.2 Number and Tenure

The Board shall be composed of not less than two nor more than eight Directors, the specific number to be set by resolution of the Board, provided that the Board may be less than such number until vacancies are filled. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.


The Board will be divided into three classes, with said classes to be as equal in number as is possible. At the first election of Directors to such classified Board, each Class 1 Director will be elected to serve until the next ensuing annual meeting of shareholders, each Class 2 Director will be elected to serve until the second ensuing annual meeting of shareholders and each Class 3 Director will be elected to serve until the third ensuing annual meeting of shareholders. At each annual meeting of shareholders following the meeting at wh ...