Bylaws of Audible

EXHIBIT 3.3


AUDIBLE, INC.


(Formerly Known as THE AUDIBLE WORDS CORPORATION)


B Y L A W S
------------


ARTICLE I
OFFICES


Section 1.1 The registered office shall be in the City of Wilmington,
----------- County of Newcastle, State of Delaware.


Section 1.2 The corporation 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 corporation may require.


ARTICLE II
MEETINGS OF STOCKHOLDERS


Section 2.1 All meetings of the stockholders shall 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 2.2 A meeting of stockholders shall be held in each year for
----------- the election of directors at such time and place as the board of directors shall determine. Any other proper business, notice of which was given in the notice of the meeting or in a duly executed waiver of notice thereof, may be transacted at the annual meeting. Elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation.


Section 2.3 Unless otherwise provided by law, written notice of the
----------- annual meeting shall be given to each stockholder entitled to vote thereat not less than ten nor more than sixty days before the date of the meeting.


Section 2.4 The officer who has charge of the stock ledger of the
----------- corporation shall prepare and make, at least ten days before every election of directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order, 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 during ordinary business hours, for a period of at least ten days prior to the election, either at a place within the city, town or village where the election is to be held and which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present.


Section 2.5 Special meetings of the stockholders, for any purpose or
----------- purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of stockholders


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owning 10% of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.


Section 2.6 Unless otherwise provided by law, written notice of a
----------- special meeting of stockholders, stating the time, place and object thereof, shall be given to each stockholder entitled to vote thereat, not less than ten nor more than sixty days before the date fixed for the meeting.


Section 2.7 Business transacted at any special meeting of stockholders
----------- shall be limited to the purposes stated in the notice.


Section 2.8 The holders of a majority of the stock issued and
----------- outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at 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, 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 which might have been transacted at the meeting as originally notified.


Section 2.9 When a quorum is present at any meeting, the vote of the
----------- 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 the statutes 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 2.10 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 years from its date, unless the proxy provides for a longer period, and, except where the transfer books of the corporation have been closed or a date has been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock shall be voted on at any election for directors which has been transferred on the books of the corporation within twenty days next preceding such election of directors.


Section 2.11 Any action required to be taken at any annual or special
------------ meeting of stockholders, or any action which 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 in writing, setting forth the action so taken, shall be 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. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.


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ARTICLE III
DIRECTORS


Section 3.1 The number of directors which shall constitute the whole
----------- board shall be 5. Except as hereinafter provided in Section 3.2 of this Article, the directors, other than those constituting the first board of directors, shall be elected by the stockholders, and each director shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.


Section 3.2 Vacancies and newly created directorships resulting from
----------- any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director.


Section 3.3 The business of the corporation shall be managed by its
----------- board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.


MEETINGS OF THE BOARD OF DIRECTORS


Section 3.4 The board of directors of the corporation may hold
----------- meetings, both regular and special, either within or without the State of Delaware.


Section 3.5 The first meeting of each newly elected board of directors
----------- shall be held immediately after and at the same place as the meeting of the stockholders at which it was elected 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.


Section 3.6 Regular meetings of the board of directors may be held
----------- without notice at such time and at such place as shall from time to time be determined by the board.


Section 3.7 Special meetings of the board may be called by the
----------- president on two days notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.


Section 3.8 At all meetings of the board a majority of directors 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.


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Section 3.9 Unless otherwise restricted by the certificate of
----------- incorporation or these by-laws, 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 of such 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.


COMMITTEES OF DIRECTORS


Section 3.10 The board of directors may, by resolution passed by a
------------ majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. In the absence or 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 which 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 by-laws of the corporation; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.


Section 3.11 Each committee shall keep regular minutes of its meetings
------------ and report the same to the board of directors when required.


COMPENSATION OF DIRECTORS


Section 3.12 The board of directors shall have the authority to fix
------------ the compensation of directors.


PARTICIPATION IN MEETING BY TELEPHONE


Section 3.13 Members ...