Amended And Restated Bylaws

EXHIBIT 3.6


AMENDED AND RESTATED


BYLAWS OF


GETTHERE.COM, INC.,


A DELAWARE CORPORATION


TABLE OF CONTENTS


Page
----


ARTICLE I OFFICE AND RECORDS......................................... 1
Section 1.1 Delaware Office..................................... 1
Section 1.2 Other Offices....................................... 1
Section 1.3 Books and Records................................... 1


ARTICLE II STOCKHOLDERS.............................................. 1
Section 2.1 Annual Meeting...................................... 1
Section 2.2 Special Meeting..................................... 1
Section 2.3 Place of Meeting.................................... 1
Section 2.4 Notice of Meeting................................... 1
Section 2.5 Quorum and Adjournment.............................. 2
Section 2.6 Proxies............................................. 2
Section 2.7 Notice of Stockholder Business and Nominations...... 2
Section 2.8 Procedure for Election of Directors................. 4
Section 2.9 Inspectors of Elections; Opening and Closing the
Polls............................................... 5
Section 2.10 Consent of Stockholders in Lieu of Meeting.......... 5


ARTICLE III BOARD OF DIRECTORS....................................... 5
Section 3.1 General Powers...................................... 5
Section 3.2 Number, Tenure and Qualifications................... 5
Section 3.3 Regular Meetings.................................... 5
Section 3.4 Special Meetings.................................... 6
Section 3.5 Notice.............................................. 6
Section 3.6 Conference Telephone Meetings....................... 6
Section 3.7 Quorum.............................................. 6
Section 3.8 Vacancies........................................... 6
Section 3.9 Committee........................................... 6
Section 3.10 Removal............................................ 7


ARTICLE IV OFFICERS.................................................. 7
Section 4.1 Elected Officers.................................... 7
Section 4.2 Election and Term of Office......................... 7
Section 4.3 Chairman of the Board............................... 7
Section 4.4 President and Chief Executive Officer............... 8
Section 4.5 Secretary........................................... 8
Section 4.6 Treasurer........................................... 8
Section 4.7 Removal............................................. 8
Section 4.8 Vacancies........................................... 9


ARTICLE V STOCK CERTIFICATES AND TRANSFERS........................... 9
Section 5.1 Stock Certificates and Transfers.................... 9


ARTICLE VI INDEMNIFICATION........................................... 9


ARTICLE VII MISCELLANEOUS PROVISIONS................................. 11
Section 7.1 Fiscal Year......................................... 11
Section 7.2 Dividends........................................... 11
Section 7.3 Seal................................................ 11
Section 7.4 Waiver of Notice.................................... 11
Section 7.5 Audits.............................................. 11
Section 7.6 Resignations........................................ 12
Section 7.7 Contracts........................................... 12
Section 7.8 Proxies............................................. 12


ARTICLE VIII AMENDMENTS.............................................. 12
Section 8.1 Amendments.......................................... 12


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ARTICLE I


OFFICES AND RECORDS


Section 1.1 Delaware Office. The registered office of the
--------------- Corporation in the State of Delaware shall be located in the City of Dover, County of Kent.


Section 1.2 Other Offices. The Corporation may have such other
------------- offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.


Section 1.3 Books and Records. The books and records of the
----------------- Corporation may be kept at the Corporation's headquarters in Menlo Park, California or at such other locations outside the State of Delaware as may from time to time be designated by the Board of Directors.


ARTICLE II


STOCKHOLDERS


Section 2.1 Annual Meeting. The annual meeting of the stockholders
-------------- of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board of Directors.


Section 2.2 Special Meeting. Special meetings of stockholders of the
--------------- Corporation may be called only by the Chairman of the Board or the President or by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of these Amended and Restated Bylaws, the term "Whole Board" shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.


Section 2.3 Place of Meeting. The Board of Directors may designate
---------------- the place of meeting for any meeting of the stockholders. If no designation is made by the Board of Directors, the place of meeting shall be the principal office of the Corporation.


Section 2.4 Notice of Meeting. Except as otherwise required by law,
----------------- written or printed notice, stating the place, day and hour of the meeting and the purposes for which the meeting is called, shall be prepared and delivered by the Corporation not less than ten days nor more than sixty days before the date of the meeting, either personally, or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation. Such further notice shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present (except as otherwise provided by law), or if notice is waived by those not present. Any previously scheduled meeting of the stockholders may be postponed and any special meeting of the stockholders may be cancelled, by resolution of the


Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.


Section 2.5 Quorum and Adjournment. Except as otherwise provided by
---------------------- law or by the Certificate of Incorporation, the holders of a majority of the voting power of the outstanding shares of the Corporation entitled to vote generally in the election of directors (the "Voting Stock"), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting separately as a class or series, the holders of a majority of the voting power of the shares of such class or series shall constitute a quorum for the transaction of such business. The chairman of the meeting or a majority of the shares of Voting Stock so represented may adjourn the meeting from time to time, whether or not there is such a quorum (or, in the case of specified business to be voted on by a class or series, the chairman or a majority of the shares of such class or series so represented may adjourn the meeting with respect to such specified business). No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.


Section 2.6 Proxies. At all meetings of stockholders, a stockholder
------- may vote by proxy executed in writing by the stockholder or as may be permitted by law, or by his duly authorized attorney-in-fact. Such proxy must be filed with the Secretary of the Corporation or his representative at or before the time of the meeting.


Section 2.7 Notice of Stockholder Business and Nominations.
----------------------------------------------


A. Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by the stockholders may be made at an annual meeting of stockholders (1) pursuant to the Corporation's notice with respect to such meeting, (2) by or at the direction of the Board of Directors or (3) by any stockholder of record of the Corporation who was a stockholder of record at the time of the giving of the notice provided for in the following paragraph, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 2.7.


B. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to paragraph (A)(3) of this Section 2.7, (1) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (2) such business must be a proper matter for stockholder action under the Delaware General Corporation Law, (3) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that term is defined in subclause (c)(iii) of this paragraph, such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation's voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation's voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case,


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have included in such materials the Solicitation Notice and (4) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this section. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 45 or more than 75 days prior to the first anniversary (the "Anniversary") of the date on which the Corporation first mailed its proxy materials for the preceding year's annual meeting of stockholders; provided, however, that if no proxy materials were mailed by the Corporation in connection with the preceding year's annual meeting, or if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year's annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (x) the 90th day prior to such annual meeting or (y) the 10th day following the day on which public announcement of the date of such meeting is first made. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such person's written consent to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder 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 stockholder, as they appear on the Corporation's books, and of such beneficial owner, (ii) the class and number of shares of the Corporation that are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation's voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation's voting shares to elect such nominee or nominees (an affirmative statement of such intent, a "Solicitation Notice").


C. Notwithstanding anything in the second sentence of paragraph (B) of this Section 2.7 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Corporation at least 55 days prior to the Anniversary, a stockholder's notice required by this Bylaw 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.


D. Only persons nominated in accordance with the procedures set forth in this Section 2.7 shall be eligible to serve as directors and only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in


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accordance with the procedures set forth in this Section 2.7. The chair of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposed business or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.


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