Bylaws of The Registrant

EXHIBIT 3.3


BYLAWS


OF


TiVo Inc.


(A DELAWARE CORPORATION)


TABLE OF CONTENTS


Page ARTICLE I OFFICES............................................................................... 1


Section 1. Registered Office................................................................. 1


Section 2. Other Offices..................................................................... 1


ARTICLE II CORPORATE SEAL........................................................................ 1


Section 3. Corporate Seal.................................................................... 1


ARTICLE III STOCKHOLDERS' MEETINGS................................................................ 1


Section 4. Place of Meetings................................................................. 1


Section 5. Annual Meeting.................................................................... 1


Section 6. Special Meetings.................................................................. 2


Section 7. Notice of Meetings................................................................ 3


Section 8. Quorum............................................................................ 3


Section 9. Adjournment and Notice of Adjourned Meetings...................................... 4


Section 10. Voting Rights..................................................................... 4


Section 11. Joint Owners of Stock............................................................. 4


Section 12. List of Stockholders.............................................................. 4


Section 13. Action Without Meeting............................................................ 5


Section 14. Organization...................................................................... 5


ARTICLE IV DIRECTORS............................................................................. 6


Section 15. Number and Term of Office......................................................... 6


Section 16. Powers............................................................................ 6


Section 17. Term of Directors................................................................. 6


Section 18. Vacancies......................................................................... 6


Section 19. Resignation....................................................................... 7


Section 20. Removal........................................................................... 7


Section 21. Meetings.......................................................................... 7


(a) Annual Meetings................................................................... 7


(b) Regular Meetings.................................................................. 7


(c) Special Meetings.................................................................. 7


(d) Telephone Meetings................................................................ 7


(e) Notice of Meetings................................................................ 8


(f) Waiver of Notice.................................................................. 8


Section 22. Quorum and Voting................................................................. 8


TABLE OF CONTENTS
(Continued)


Page
Section 23. Action Without Meeting............................................................ 8


Section 24. Fees and Compensation............................................................. 8


Section 25. Committees........................................................................ 9


(a) Executive Committee............................................................... 9


(b) Other Committees.................................................................. 9


(c) Term.............................................................................. 9


(d) Meetings.......................................................................... 10


Section 26. Organization...................................................................... 10


ARTICLE V OFFICERS.............................................................................. 10


Section 27. Officers Designated............................................................... 10


Section 28. Tenure and Duties of Officers..................................................... 11


(a) General........................................................................... 11


(b) Duties of Chairman of the Board of Directors...................................... 11


(c) Duties of President............................................................... 11


(d) Duties of Vice Presidents......................................................... 11


(e) Duties of Secretary............................................................... 11


(f) Duties of Chief Financial Officer................................................. 11


Section 29. Delegation of Authority........................................................... 12


Section 30. Resignations...................................................................... 12


Section 31. Removal........................................................................... 12


ARTICLE VI EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION.. 12


Section 32. Execution of Corporate Instruments................................................ 12


Section 33. Voting of Securities Owned by the Corporation..................................... 13


ARTICLE VII SHARES OF STOCK....................................................................... 13


Section 34. Form and Execution of Certificates................................................ 13


Section 35. Lost Certificates................................................................. 14


Section 36. Transfers......................................................................... 14


Section 37. Fixing Record Dates............................................................... 14


Section 38. Registered Stockholders........................................................... 15


ARTICLE VIII OTHER SECURITIES OF THE CORPORATION................................................... 15


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TABLE OF CONTENTS
(Continued)


Page
Section 39. Execution of Other Securities.................................................... 15


ARTICLE IX DIVIDENDS............................................................................ 16


Section 40. Declaration of Dividends......................................................... 16


Section 41. Dividend Reserve................................................................. 16


ARTICLE X FISCAL YEAR.......................................................................... 16


Section 42. Fiscal Year...................................................................... 16


ARTICLE XI INDEMNIFICATION...................................................................... 16


Section 43. Indemnification of Directors, Executive Officers, Other Officers,
Employees and Other Agents....................................................... 16


(a) Directors and Executive Officers................................................. 16


(b) Officers, Employees and Other Agents............................................. 17


(c) Expenses......................................................................... 17


(d) Enforcement...................................................................... 17


(e) Non-Exclusivity of Rights........................................................ 18


(f) Survival of Rights............................................................... 18


(g) Insurance........................................................................ 18


(h) Amendments....................................................................... 18


(i) Saving Clause.................................................................... 18


(j) Certain Definitions.............................................................. 18


ARTICLE XII NOTICES.............................................................................. 19


Section 44. Notices.......................................................................... 19


(a) Notice to Stockholders........................................................... 19


(b) Notice to Directors.............................................................. 19


(c) Affidavit of Mailing............................................................. 19


(d) Time Notices Deemed Given........................................................ 20


(e) Methods of Notice................................................................ 20


(f) Failure to Receive Notice........................................................ 20


(g) Notice to Person with Whom Communication Is Unlawful............................. 20


(h) Notice to Person with Undeliverable Address...................................... 20


ARTICLE XIII AMENDMENTS........................................................................... 21


Section 45. Amendments....................................................................... 21


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TABLE OF CONTENTS
(Continued)


Page ARTICLE XIV RIGHT OF FIRST REFUSAL............................................................... 21


Section 46. Right of First Refusal........................................................... 21


ARTICLE XV LOANS TO OFFICERS.................................................................... 23


Section 47. Loans to Officers................................................................ 23


ARTICLE XVI MISCELLANEOUS........................................................................ 24


Section 48. Annual Report.................................................................... 24


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BYLAWS


OF


TiVo Inc.


(A DELAWARE CORPORATION)


ARTICLE 1


Offices


Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Dover, County of Kent.


Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and 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


Corporate Seal


Section 3. Corporate Seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal- Delaware." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.


ARTICLE III


Stockholders' Meetings


Section 4. Place of Meetings. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the principal office of the corporation required to be maintained pursuant to Section 2 hereof.


Section 5. Annual Meeting.


(a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.


(b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought


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before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders' meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.


(c) For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.


Section 6. Special Meetings.


(a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total


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number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption) or (iv) by the holders of shares entitled to cast not less than sixty six and two-thirds percent (66 2/3%) of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Board of Directors, shall fix.


(b) If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.


Section 7. Notice of Meetings. Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.


Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the vote cast, including abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided,


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however, that directors shall 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. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.


Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. 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 shall be given to each stockholder of record entitled to vote at the meeting.


Section 10. Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.


Section 11. Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the General Corporation Law of Delaware, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.


Section 12. List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to


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vote at said meeting, 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, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.


Section 13. Action Without Meeting.


(a) Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the 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 an ...