Amended And Restated Bylaws of Amx

EXHIBIT 3.2


AMENDED AND RESTATED BYLAWS


OF


AMX CORPORATION


AMENDED AND RESTATED BYLAWS
OF
AMX CORPORATION


TABLE OF CONTENTS


ARTICLE I. Offices.


1.01. Principal Office.
1.02. Other Offices.


ARTICLE II. Meetings of Shareholders.


2.01. Place of Meetings.
2.02. Annual Meeting.
2.03. List of Shareholders.
2.04. Special Meetings.
2.05. Notice.
2.06. Quorum.
2.07. Voting on Matters Other than the Election of Directors.
2.08. Voting in the Election of Directors.
2.09. Voting Procedure.
2.10. Action Without a Meeting.
2.11. Telephone Meetings.
2.12. Conduct of Meetings.
2.13. Postponement and Cancellation of Shareholder Meeting.
2.14. Notice of Shareholder Business and Nominations.


ARTICLE III. Directors.


3.01. Management.
3.02. Number; Election; Term.
3.03. Change in Number.
3.04. Election of Directors.
3.05. Place of Meetings.
3.06. First Meetings.
3.07. Regular Meetings.
3.08. Special Meetings.
3.09. Quorum.
3.10. Removal.
3.11. Vote of Directors to Fill Vacancy.
3.12. Vote of Shareholders to Fill Vacancy.
3.13. Action Without Meeting; Telephone Meetings.
3.14. Chairman of the Board.
3.15. Compensation.


(ii)


3.16. Committees.


ARTICLE IV. Notices.


4.01. Method.
4.02. Waiver.


ARTICLE V. Officers.


5.01. Elected Officers.
5.02. Election.
5.03. Appointive Officers.
5.04. Two or More Offices.
5.05. Compensation.
5.06. Term of Office; Removal; Filling of Vacancies.
5.07. Chairman of the Board.
5.08. Chief Executive Officer.
5.09 Chief Operating Officer.
5.10. Chief Financial Officer.
5.11. President.
5.12. Vice Presidents.
5.13. Treasurer.
5.14. Assistant Treasurers.
5.15. Secretary.
5.16. Assistant Secretaries.
5.17. Additional Powers and Duties.


ARTICLE VI. Certificates Representing Shares.


6.01. Certificates.
6.02. Lost Certificates.
6.03. Transfer of Shares.
6.04. Registered Shareholders.
6.05. Fixing Record Date for Matters Other Than Consents to Action.
6.06. Fixing Record Date for Consents to Action.
6.07. Distribution Held in Suspense.
6.08. Joint Owners of Shares.


ARTICLE VII. General Provisions.


7.01. Distributions.
7.02. Reserves.
7.03. Checks.
7.04. Fiscal Year.
7.05. Seal.
7.06. Indemnification.


(iii)


7.07. Transactions with Directors and Officers.
7.08. Amendments.
7.09. Table of Contents; Headings.


(iv)


AMENDED AND RESTATED BYLAWS
OF
AMX CORPORATION
(the "Corporation")


ARTICLE I.


OFFICES
-------


Section 1.01. Principal Office. The principal business office of the
---------------- Corporation shall be at 3000 Research Drive, Richardson, Texas 75082.


Section 1.02. Other Offices. The Corporation may also have offices at
------------- such other places, both within and without the State of Texas, as the Board of Directors may from time to time determine or the business of the Corporation may require.


ARTICLE II.


MEETINGS OF SHAREHOLDERS
------------------------


Section 2.01. Place of Meetings. Meetings of shareholders for all
----------------- purposes may be held at such time and place, within or without the State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.


Section 2.02. Annual Meeting. An annual meeting of the shareholders shall
-------------- be held at such time as the Board of Directors may decide, at which meeting they shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.


Section 2.03. List of Shareholders. The officer or agent having charge of
-------------------- the share transfer records shall make, at least ten (10) days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at said meeting, arranged in alphabetical order with the address of and the number of voting shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any shareholder who may be present. The original share transfer records shall be prima facie evidence as to the shareholders who are entitled to examine such list or transfer records or to vote at any such meeting of shareholders.


Section 2.04. Special Meetings. Special meetings of the shareholders, for
---------------- any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation or by these Bylaws, may be called by the Chief Executive Officer, President, the Board of Directors, or the


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holders of not less than ten percent (10%) of all shares entitled to vote at the meetings. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the meeting.


Section 2.05. Notice. Written or printed notice stating the place, day
------ and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail by or at the direction of the President, the Secretary or the officer or person calling the meeting, to each shareholder entitled to vote at the meeting; provided, however, in the event of a merger or consolidation, such notice shall be delivered not less than twenty (20) days before the meeting.


Section 2.06. Quorum. Unless otherwise provided in the Articles of
------ Incorporation, a quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote are represented at the meeting in person or by proxy. Unless otherwise provided in the Articles of Incorporation or these Bylaws, once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation, the shareholders represented in person or by proxy at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting.


Section 2.07. Voting on Matters Other Than the Election of Directors.
------------------------------------------------------ With respect to any matter other than the election of Directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by law, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present shall be the act of the shareholders unless otherwise provided in the Articles of Incorporation or these Bylaws.


Section 2.08. Voting in the Election of Directors. Directors shall be
----------------------------------- elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of Directors at a meeting of shareholders at which a quorum is present unless otherwise provided in the Articles of Incorporation or these Bylaws.


Section 2.09. Voting Procedure. Each outstanding share of common stock
---------------- shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation. At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote either in person or by proxy executed in writing subscribed by the shareholder. A telegram, telex, cablegram or similar transmission by the shareholder, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the shareholder shall be treated as an execution in writing for purposes of this section. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided


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in the proxy. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.


Section 2.10. Action Without a Meeting. Except as otherwise provided
------------------------ below, any action required or permitted to be taken at a meeting of the shareholders of the Corporation may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of the shareholders.


The Articles of Incorporation may provide that any action required by the Texas Business Corporation Act to be taken at any annual or special meeting of shareholders, or any action that may be taken at any annual or special meeting of shareholders, 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, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. If the Articles of Incorporation make such a provision, then such written consent shall bear the date of signature of each shareholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by the Texas Business Corporation Act, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Corporation's principal place of business shall be addressed to the president or principal executive officer of the Corporation.


A telegram, telex, cablegram, or similar transmission by a shareholder, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a shareholder shall be regarded as signed by the shareholder for purposes of this section. Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.


Section 2.11. Telephone Meetings. Subject to applicable notice provisions
------------------ and unless otherwise restricted by the Articles of Incorporation, shareholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting, except where a person's participation is 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 2.12. Conduct of Meetings. Meetings of shareholders shall be
------------------- presided over by the Chairman of the Board or by another chair designated by the Board of Directors. The date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote at a meeting shall be determined by the chair of the meeting and announced at the


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meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chair of any meeting of shareholders shall have the exclusive right and authority to appoint such inspectors and other officials and to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to shareholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chair of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure. No business may be transacted at any meeting of shareholders, other than business that is either (w) adjournment or other ministerial matter, (x) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (y) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (z) otherwise properly brought before the meeting by any shareholder of the Corporation who is a shareholder of record on the date of such meeting, on the date of the giving of the notice provided for in Section 2.14 of this ARTICLE II, and on the record date for the determination of shareholders entitled to vote at such meeting and who complies with the procedures set forth in Section 2.14 of this ARTICLE II.


Section 2.13. Postponement and Cancellation of Shareholder Meeting. Any
---------------------------------------------------- previously scheduled annual or special meeting of the shareholders may be postponed, and any previously scheduled annual or special meeting of the shareholders may be canceled, by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of shareholders.


Section 2.14. Notice of Shareholder Business and Nominations.
----------------------------------------------


(A) Annual Meetings of Shareholders.


(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (a) pursuant to the Corporation's notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any shareholder of the Corporation who was a shareholder of record at the time of giving of notice provided for in this Section 2.14 of these Bylaws, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.14 of these Bylaws.


(2) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of this Section 2.14 of these


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Bylaws, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for shareholder action. To be timely, a shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 90th day nor later than the close of business on the 60th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting has been changed to more than 30 days from the first anniversary date of the previous year's annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 90th day prior to such annual meeting to be held and not later than the close of business on the later of the 60th day prior to such annual meeting to be held or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder's notice as described above. Such shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or reelection as a Director, such person's education and business experience, as well as all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (and such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); (b) as to any other business that 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 and any material interest in such business of such shareholder and the beneficial owner (as determined pursuant to the rules promulgated under the Exchange Act), if any, on whose behalf the proposal is made; and (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the Corporation's books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner. The Corporation may require any proposed nominee or proponent to furnish such other information as may be reasonably requested.


(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 2.14 of these Bylaws to the contrary, in the event that the size of the Board of Directors is proposed to be increased, and there is no public announcement by the Corporation naming all of the nominees for director and specifying the size of the increased Board of Directors at least 70 days prior to the first anniversary of the preceding year's annual meeting, a shareholder's notice required by this Section 2.14 of these Bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.


(B) Special Meetings of Shareholders. Only such business within the
-------------------------------- purpose or purposes described in the notice of special meeting may be conducted at a special meeting of the shareholders. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which Directors are to be elected pursuant to the notice of


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meeting (1) by or at the direction of the Board of Directors or (2) by any shareholder of the Corporation wh ...