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Ebay Inc – IPO: ‘S-1’ on 7/15/98 – EX-3.05

As of:  Wednesday, 7/15/98   ·   Accession #:  1012870-98-1814   ·   File #:  333-59097

Previous ‘S-1’:  None   ·   Next:  ‘S-1/A’ on 8/19/98   ·   Latest:  ‘S-1/A’ on 4/1/99   ·   4 References:   

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/15/98  Ebay Inc                          S-1                   27:1.5M                                   Donnelley R R & S… 13/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)                116    676K 
 2: EX-2.01     Agmt & Plan of Merger Between Ebay & Registrant        5     29K 
 3: EX-2.02     Agmt & Plan of Merger & Reorganization                32    154K 
 4: EX-3.01     Registrant's Certificate of Incorporation              2     14K 
 5: EX-3.02     Registrant's Certificate of Designation               15     66K 
 6: EX-3.05     Registrant's Bylaws                                   20     92K 
 7: EX-4.02     Investor Rights Agreement Dated 6/20/97               23    110K 
 8: EX-10.01    Form of Indemnity Agreement                            9     48K 
 9: EX-10.02    Registrant's 1996 Stock Option Plan                   38    129K 
10: EX-10.03    Registrant's 1997 Stock Option Plan                   41    180K 
11: EX-10.04    Registrant's 1998 Equity Incentive Plan               12     73K 
12: EX-10.05    Registrant's 1998 Directors Stock Option Plan          5     34K 
13: EX-10.06    Registrant's 1998 Employee Stock Purchase Plan         8     54K 
14: EX-10.07    Lease Between Connecticut Gen. Life & Registrant      44    169K 
15: EX-10.08    Sublease Between Information Storage & Registrant     85    302K 
16: EX-10.09    Lease Between Connecticut Gen. Life & Registrant      40±   161K 
17: EX-10.10    Imperial Bank Starter Kit Loan & Security Agmt.       10     40K 
18: EX-10.11    Intellectual Property Security Agreement              10     33K 
19: EX-10.13    License Agmt. Between Thunderstone & Registrant        7     28K 
20: EX-10.14    Employment Letter Agr. With Jeffrey Skoll              2     15K 
21: EX-10.15    Employment Letter Agr. With Michael Wilson             2     15K 
22: EX-10.16    Employment Letter Agr. With Steven Westly              3     18K 
23: EX-10.17    Employment Letter Agr. With Gary Bengier               2     16K 
24: EX-10.18    Employment Letter Agr. With Margaret C. Whitman        3     20K 
25: EX-21.01    List of Subsidiaries                                   1      8K 
26: EX-23.02    Consent of Pricewaterhousecoopers LLP                  1      9K 
27: EX-27.01    Financial Data Schedule                                2     15K

EX-3.05   —   Registrant’s Bylaws
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Table of Contents
6Article I
"Stockholders
"Section 1.1: Annual Meetings
"Section 1.2: Special Meetings
"Section 1.3: Notice of Meetings
"Section 1.4: Adjournments
7Section 1.5: Quorum
"Section 1.6: Organization
"Section 1.7: Voting; Proxies
8Section 1.8: Fixing Date for Determination of Stockholders of Record
"Section 1.9: List of Stockholders Entitled to Vote
"Section 1.10: Action by Written Consent of Stockholders
9Section 1.11: Inspectors of Elections
10Article Ii
"Board of Directors
"Section 2.1: Number; Qualifications
"Section 2.2: Election; Resignation; Removal; Vacancies
11Section 2.3: Regular Meetings
"Section 2.4: Special Meetings
"Section 2.5: Telephonic Meetings Permitted
"Section 2.6: Quorum; Vote Required for Action
"Section 2.7: Organization
"Section 2.8: Written Action by Directors
"Section 2.9: Powers
12Section 2.10: Compensation of Directors
"Article Iii
"Committees
"Section 3.1: Committees
"Section 3.2: Committee Rules
13Article Iv
"Officers
"Section 4.1: Generally
"Section 4.2: Chief Executive Officer
"Section 4.3: Chairman of the Board
14Section 4.4: President
"Section 4.5: Vice President
"Section 4.6: Chief Financial Officer
"Section 4.7: Treasurer
"Section 4.8: Secretary
"Section 4.9: Delegation of Authority
"Section 4.10: Removal
15Article V
"Stock
"Section 5.1: Certificates
"Section 5.3: Other Regulations
"Article Vi
"Indemnification
16Section 6.2: Advance of Expenses
"Section 6.3: Non-Exclusivity of Rights
"Section 6.4: Indemnification Contracts
"Section 6.5: Effect of Amendment
"Article Vii
"Notices
"Section 7.1: Notice
17Section 7.2: Waiver of Notice
"Article Viii
"Interested Directors
"Section 8.1: Interested Directors; Quorum
18Article Ix
"Miscellaneous
"Section 9.1: Fiscal Year
"Section 9.2: Seal
"Section 9.3: Form of Records
"Section 9.4: Reliance Upon Books and Records
"Section 9.5: Certificate of Incorporation Governs
"Section 9.6: Severability
19Article X
"Amendment
"Section 10.1: Amendments 
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                                                                    EXHIBIT 3.05

BYLAWS  

OF  

eBAY INC. 

(a Delaware corporation)  

As Adopted March 13, 1998 


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BYLAWS  
OF  
eBAY INC. 

A Delaware Corporation  

TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]

                                                                                           PAGE
                                                                                           ----
                                                                                               
ARTICLE I - STOCKHOLDERS..................................................................     

     Section 1.1:    Annual Meetings......................................................   1 

     Section 1.2:    Special Meetings.....................................................   1 

     Section 1.3:    Notice of Meetings...................................................   1 

     Section 1.4:    Adjournments.........................................................   1 

     Section 1.5:    Quorum...............................................................   2 

     Section 1.6:    Organization.........................................................   2 

     Section 1.7:    Voting; Proxies......................................................   2 

     Section 1.8:    Fixing Date for Determination of Stockholders                             
                     of Record............................................................   3 

     Section 1.9:    List of Stockholders Entitled to Vote................................   3 

     Section 1.10:   Action by Written Consent of Stockholders............................   3 

     Section 1.11:   Inspectors of Elections..............................................   4 

ARTICLE II - BOARD OF DIRECTORS...........................................................     

     Section 2.1:    Number; Qualifications...............................................   5 

     Section 2.2:    Election; Resignation; Removal; Vacancies............................   5 

     Section 2.3:    Regular Meetings.....................................................   6 

i 


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BYLAWS  
OF  
eBAY INC. 

A Delaware Corporation  

TABLE OF CONTENTS (cont'd)  

                                                        [Enlarge/Download Table]

                                                                                          PAGE
                                                                                          ----
                                                                                              
     Section 2.4:   Special Meetings.....................................................   6 

     Section 2.5:   Telephonic Meetings Permitted........................................   6 

     Section 2.6:   Quorum; Vote Required for Action.....................................   6 

     Section 2.7:   Organization.........................................................   6 

     Section 2.8:   Written Action by Directors..........................................   6 

     Section 2.9:   Powers...............................................................   6 

     Section 2.10:  Compensation of Directors............................................   7 

ARTICLE III - COMMITTEES.................................................................     

     Section 3.1:   Committees...........................................................   7 

     Section 3.2:   Committee Rules......................................................   7 

ARTICLE IV - OFFICERS....................................................................     

     Section 4.1:   Generally............................................................   8 

     Section 4.2:   Chief Executive Officer..............................................   8 

     Section 4.3:   Chairman of the Board................................................   8 

     Section 4.4:   President............................................................   9 

     Section 4.5:   Vice President.......................................................   9 

     Section 4.6:   Chief Financial Officer..............................................   9 

     Section 4.7:   Treasurer............................................................   9 

     Section 4.8:   Secretary............................................................   9 

ii  


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BYLAWS  
OF  
eBAY INC. 

A Delaware Corporation  

TABLE OF CONTENTS (cont'd)  

                                                        [Enlarge/Download Table]

                                                                                          PAGE
                                                                                          ----
                                                                                              
     Section 4.9:   Delegation of Authority..............................................   9 

     Section 4.10:  Removal..............................................................   9 

ARTICLE V - STOCK........................................................................     

     Section 5.1:   Certificates.........................................................  10 

     Section 5.2:   Lost, Stolen or Destroyed Stock Certificates;                             
                    Issuance of New Certificate..........................................  10 

     Section 5.3:   Other Regulations....................................................  10 

ARTICLE VI - INDEMNIFICATION.............................................................     

     Section 6.1:   Indemnification of Officers and Directors............................  10 

     Section 6.2:   Advance of Expenses..................................................  11 

     Section 6.3:   Non-Exclusivity of Rights............................................  11 

     Section 6.4:   Indemnification Contracts............................................  11 

     Section 6.5:   Effect of Amendment..................................................     

ARTICLE VII - NOTICES ...................................................................     

     Section 7.1:   Notice...............................................................  11 

     Section 7.2:   Waiver of Notice.....................................................  12 

ARTICLE VIII - INTERESTED DIRECTORS......................................................     

     Section 8.1:   Interested Directors; Quorum.........................................  12 

iii 


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BYLAWS  
OF  
eBAY INC. 

A Delaware Corporation  

TABLE OF CONTENTS (cont'd)  

                                                        [Enlarge/Download Table]

                                                                                          PAGE
                                                                                          ----
                                                                                              
ARTICLE IX - MISCELLANEOUS  .............................................................  13 

     Section 9.1:   Fiscal Year..........................................................  13 

     Section 9.2:   Seal.................................................................  13 

     Section 9.3:   Form of Records......................................................  13 

     Section 9.4:   Reliance Upon Books and Records......................................  13 

     Section 9.5:   Certificate of Incorporation Governs.................................  13 

     Section 9.6:   Severability.........................................................  13 

ARTICLE X - AMENDMENT....................................................................     

     Section 10.1:  Amendments...........................................................  14 

iv  


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BYLAWS  

OF  

eBAY INC. 

(a Delaware corporation)  

As Adopted March 13, 1998 

ARTICLE I 

STOCKHOLDERS  

    Section 1.1:  Annual Meetings.  An annual meeting of stockholders shall be
-----------   ---------------                                         
held for the election of directors at such date, time and place, either within  
or without the State of Delaware, as the Board of Directors shall each year fix.
Any other proper business may be transacted at the annual meeting.              

   Section 1.2:  Special Meetings.  Special meetings of stockholders for any
-----------   ----------------                                        
purpose or purposes may be called at any time by the Board of Directors, the    
Chairman of the Board, the Chief Executive Officer, the President, the holders  
of shares of the Corporation that are entitled to cast not less than one-tenth  
of the votes at the meeting or by a majority of the members of the Board of     
Directors.  Special meetings may not be called by any other person or persons.  
If a special meeting of stockholders is called by any person or persons other   
                                                                     -----
than by a majority of the members of the Board of Directors, then such person or
----                                                                            
persons shall call such meeting by delivering a written request to call such    
meeting to each member of the Board of Directors, and the Board of Directors    
shall then determine the time, date and place of such special meeting, which    
shall be held not more than one hundred twenty (120) nor less than thirty-five  
(35) days after the written request to call such special meeting was delivered  
to each member of the Board of Directors.                                       

Section 1.3:  Notice of Meetings.  Written notice of all meetings of  
-----------   ------------------                                      
stockholders shall be given stating the place, date and time of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting 
is called.  Unless otherwise required by applicable law or the Certificate of   
Incorporation of the Corporation, such notice 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.                                   

   Section 1.4:  Adjournments.  Any meeting of stockholders may adjourn from
-----------   ------------                                            
time to time to reconvene at the same or another place, and notice need not be  
given of any such adjourned meeting if the time, date and place thereof are     
announced at the meeting at which the adjournment is taken; provided, however,  
                                                         --------  -------
that if the adjournment is for more than thirty (30)                            


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days, or if after the adjournment a new record date is fixed for the adjourned  
meeting, then a notice of the adjourned meeting shall be given to each          
stockholder of record entitled to vote at the meeting. At the adjourned meeting 
the Corporation may transact any business that might have been transacted at the
original meeting.                                                               

 Section 1.5:  Quorum.  At each meeting of stockholders the holders of a
-----------   ------                                                  
majority of the shares of stock entitled to vote at the meeting, present in     
person or represented by proxy, shall constitute a quorum for the transaction of
business, except if otherwise required by applicable law.  If a quorum shall    
fail to attend any meeting, the chairman of the meeting or the holders of a     
majority of the shares entitled to vote who are present, in person or by proxy, 
at the meeting may adjourn the meeting.  Shares of the Corporation's stock      
belonging to the Corporation (or to another corporation, if a majority of the   
shares entitled to vote in the election of directors of such other corporation  
are held, directly or indirectly, by the Corporation), shall neither be entitled
to vote nor be counted for quorum purposes; provided, however, that the         
                         --------  -------
foregoing shall not limit the right of the Corporation or any other corporation 
to vote any shares of the Corporation's stock held by it in a fiduciary         
capacity.                                                                       

 Section 1.6:  Organization.  Meetings of stockholders shall be presided
-----------   ------------                                            
over by such person as the Board of Directors may designate, or, in the absence 
of such a person, the Chairman of the Board, or, in the absence of such person, 
the President of the Corporation, or, in the absence of such person, such person
as may be chosen by the holders of a majority of the shares entitled to vote who
are present, in person or by proxy, at the meeting.  Such person shall be       
chairman of the meeting and, subject to Section 1.11 hereof, shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as seems to him or her to be 
in order.  The Secretary of the Corporation shall act as secretary of the       
meeting, but in his or her absence the chairman of the meeting may appoint any  
person to act as secretary of the meeting.                                      

 Section 1.7:  Voting; Proxies.  Unless otherwise provided by law or the
-----------   ---------------                                         
Certificate of Incorporation, and subject to the provisions of Section 1.8 of   
these Bylaws, each stockholder shall be entitled to one (1) vote for each share 
of stock held by such stockholder.  Each stockholder entitled to vote at a      
meeting of stockholders, or to express consent or dissent to corporate action in
writing without a meeting, may authorize another person or persons to act for   
such stockholder by proxy.  Such a proxy may be prepared, transmitted and       
delivered in any manner permitted by applicable law.   Voting at meetings of    
stockholders need not be by written ballot unless such is demanded at the       
meeting before voting begins by a stockholder or stockholders holding shares    
representing at least one percent (1%) of the votes entitled to vote at such    
meeting, or by such stockholder's or stockholders' proxy; provided, however,    
                                                     --------  -------
that an election of directors shall be by written ballot if demand is so made by
any stockholder at the meeting before voting begins.  If a vote is to be taken  
by written ballot, then each such ballot shall state the name of the stockholder
or proxy voting and such other information as the chairman of the meeting deems 
appropriate.  Unless otherwise provided in the Certificate of Incorporation or a
Certificate of Designation relating to a series of Preferred Stock, 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.  Unless otherwise provided by                                        

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applicable law, the Certificate of Incorporation or these Bylaws, every matter  
other than the election of directors shall be decided by the affirmative vote of
the holders of a majority of the shares of stock entitled to vote thereon that  
are present in person or represented by proxy at the meeting and are voted for  
or against the matter.                                                          

Section 1.8:  Fixing Date for Determination of Stockholders of Record.
-----------   -------------------------------- ---------------------- 

(a) Generally.  In order that the Corporation may determine the       
---------                                                     
stockholders entitled to notice of or to vote at any meeting of stockholders or 
any adjournment thereof, or to express consent to corporate action in writing   
without a meeting, or entitled to receive payment of any dividend or other      
distribution or allotment of any rights, or entitled to exercise any rights in  
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date, 
which shall not precede the date upon which the resolution fixing the record    
date is adopted by the Board of Directors and which shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting, nor more than 
sixty (60) days prior to any other action.  If no record date is fixed by the   
Board of Directors, then the record date shall be as provided by applicable law.
A determination of stockholders of record entitled to notice of or to vote at a 
meeting of stockholders shall apply to any adjournment of the meeting; provided,
                                                                      --------
however, that the Board of Directors may fix a new record date for the adjourned
-------                                                                         
meeting.                                                                        

  Section 1.9:  List of Stockholders Entitled to Vote.  A complete list of
-----------   -------------------------------------                   
stockholders entitled to vote at any meeting of stockholders, arranged in       
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder, 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 so      
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time    
thereof and may be inspected by any stockholder who is present at the meeting.  

Section 1.10:  Action by Written Consent of Stockholders.             
------------   -----------------------------------------              

(a) Procedure.  Unless otherwise provided by the Certificate of       
---------                                                     
Incorporation, and except as set forth in Section 1.8(b) above, any action      
required or permitted to 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 or consents in writing, setting forth the action so taken,   
shall be signed by the holders of outstanding stock having not less than the    
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.    
Written stockholder consents shall bear the date of signature of each           
stockholder who signs the consent and shall be delivered to the Corporation by  
delivery to its registered office in the State of Delaware, to its principal    
place of business or to any officer or agent of the Corporation having custody  
of the book in which proceedings of meetings of stockholders are recorded.      
Delivery made to the Corporation's registered office shall be by hand or by     
certified or registered mail, return receipt requested.  No written consent     
shall                                                                           

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be effective to take the action set forth therein unless, within sixty (60) days
of the earliest dated consent delivered to the Corporation in the manner        
provided above, written consents signed by a sufficient number of stockholders  
to take the action set forth therein are delivered to the Corporation in the    
manner provided above.                                                          

    (b) Notice of Consent.  Prompt notice of the taking of corporate action by
-----------------                                             
stockholders without a meeting by less than unanimous written consent of the    
stockholders shall be given to those stockholders who have not consented thereto
in writing and, in the case of a Certificate Action (as defined below), if the  
Delaware General Corporation Law so requires, such notice shall be given prior  
to filing of the certificate in question.  If the action which is consented to  
requires the filing of a certificate under the Delaware General Corporation Law 
(a "Certificate Action"), then if the Delaware General Corporation Law so       
------------------                                                      
requires, the certificate so filed shall state that written stockholder consent 
has been given in accordance with Section 228 of the Delaware General           
Corporation Law and that written notice of the taking of corporate action by    
stockholders without a meeting as described herein has been given as provided in
such section.                                                                   

Section 1.11:  Inspectors of Elections.                               
------------   -----------------------                                

(a) Applicability.  Unless otherwise provided in the Corporation's    
-------------                                                 
Certificate of Incorporation or required by the Delaware General Corporation    
Law, the following provisions of this Section 1.11 shall apply only if and when 
the Corporation has a class of voting stock that is:  (i) listed on a national  
securities exchange; (ii) authorized for quotation on an interdealer quotation  
system of a registered national securities association; or (iii) held of record 
by more than 2,000 stockholders; in all other cases, observance of the          
provisions of this Section 1.11 shall be optional, and at the discretion of the 
Corporation.                                                                    

(b) Appointment.  The Corporation shall, in advance of any meeting of 
-----------                                                   
stockholders, appoint one or more inspectors of election to act at the meeting  
and make a written report thereof.  The Corporation may designate one or more   
persons as alternate inspectors to replace any inspector who fails to act.  If  
no inspector or alternate is able to act at a meeting of stockholders, the      
person presiding at the meeting shall appoint one or more inspectors to act at  
the meeting.                                                                    

     (c) Inspector's Oath.  Each inspector of election, before entering upon the
----------------                                              
discharge of his duties, shall take and sign an oath faithfully to execute the  
duties of inspector with strict impartiality and according to the best of his   
ability.                                                                        

    (d) Duties of Inspectors.  At a meeting of stockholders, the inspectors of
--------------------                                          
election shall (i) ascertain the number of shares outstanding and the voting    
power of each share, (ii) determine the shares represented at a meeting and the 
validity of proxies and ballots, (iii) count all votes and ballots, (iv)        
determine and retain for a reasonable period of time a record of the disposition
of any challenges made to any determination by the inspectors, and (v) certify  
their determination of the number of shares represented at the meeting, and     
their count of all votes and ballots.  The inspectors may appoint or retain     
other persons or entities to assist the inspectors in the performance of the    
duties of the inspectors.                                                       

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     (e) Opening and Closing of Polls.  The date and time of the opening and the
----------------------------                                  
closing of the polls for each matter upon which the stockholders will vote at a 
meeting shall be announced by the inspectors at the meeting.  No ballot, proxies
or votes, nor any revocations thereof or changes thereto, shall be accepted by  
the inspectors after the closing of the polls unless the Court of Chancery upon 
application by a stockholder shall determine otherwise.                         

  (f) Determinations.  In determining the validity and counting of proxies
--------------                                                
and ballots, the inspectors shall be limited to an examination of the proxies,  
any envelopes submitted with those proxies, any information provided in         
connection with proxies in accordance with Section 212(c)(2) of the Delaware    
General Corporation Law, ballots and the regular books and records of the       
Corporation, except that the inspectors may consider other reliable information 
for the limited purpose of reconciling proxies and ballots submitted by or on   
behalf of banks, brokers, their nominees or similar persons which represent more
votes than the holder of a proxy is authorized by the record owner to cast or   
more votes than the stockholder holds of record.  If the inspectors consider    
other reliable information for the limited purpose permitted herein, the        
inspectors at the time they make their certification of their determinations    
pursuant to this Section 1.11 shall specify the precise information considered  
by them, including the person or persons from whom they obtained the            
information, when the information was obtained, the means by which the          
information was obtained and the basis for the inspectors' belief that such     
information is accurate and reliable.                                           

ARTICLE II  

BOARD OF DIRECTORS  

     Section 2.1:  Number; Qualifications.  The Board of Directors shall consist
-----------   ----------------------                                  
of one or more members.  The initial number of directors shall be five (5), and 
thereafter shall be fixed from time to time by resolution of the Board of       
Directors.  No decrease in the authorized number of directors constituting the  
Board of Directors shall shorten the term of any incumbent director.  Directors 
need not be stockholders of the Corporation.                                    

Section 2.2:  Election; Resignation; Removal; Vacancies.  The Board of
-----------   -----------------------------------------               
Directors shall initially consist of the person or persons elected by the       
incorporator or named in the Corporation's initial Certificate of Incorporation.
Each director shall hold office until the next annual meeting of stockholders   
and until his or her successor is elected and qualified, or until his or her    
earlier death, resignation or removal.  Any director may resign at any time upon
written notice to the Corporation.  Subject to the rights of any holders of     
Preferred Stock then outstanding:  (i) any director or the entire Board of      
Directors may be removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors and (ii) any       
vacancy occurring in the Board of Directors for any cause, and any newly created
directorship resulting from any increase in the authorized number of directors  
to be elected by all stockholders having the right to vote as a single class,   
may be filled by the stockholders, by a majority of the directors then in       
office, although less than a quorum, or by a sole remaining director.           

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     Section 2.3:  Regular Meetings.  Regular meetings of the Board of Directors
-----------   ----------------                                        
may be held at such places, within or without the State of Delaware, and at such
times as the Board of Directors may from time to time determine.  Notice of     
regular meetings need not be given if the date, times and places thereof are    
fixed by resolution of the Board of Directors.                                  

     Section 2.4:  Special Meetings.  Special meetings of the Board of Directors
-----------   ----------------                                        
may be called by the Chairman of the Board, the President or a majority of the  
members of the Board of Directors then in office and may be held at any time,   
date or place, within or without the State of Delaware, as the person or persons
calling the meeting shall fix.  Notice of the time, date and place of such      
meeting shall be given, orally or in writing, by the person or persons calling  
the meeting to all directors at least four (4) days before the meeting if the   
notice is mailed, or at least forty-eight (48) hours before the meeting if such 
notice is given by telephone, hand delivery, telegram, telex, mailgram,         
facsimile or similar communication method.  Unless otherwise indicated in the   
notice, any and all business may be transacted at a special meeting.            

Section 2.5:  Telephonic Meetings Permitted.  Members of the Board of 
-----------   -----------------------------                           
Directors, or any committee of the Board, may participate in a meeting of the   
Board or such committee 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 a meeting pursuant to         
conference telephone or similar communications equipment shall constitute       
presence in person at such meeting.                                             

 Section 2.6:  Quorum; Vote Required for Action.  At all meetings of the
-----------   --------------------------------                        
Board of Directors a majority of the total number of authorized directors shall 
constitute a quorum for the transaction of business.  Except as otherwise       
provided herein or in the Certificate of Incorporation, or required by law, the 
vote of a majority of the directors present at a meeting at which a quorum is   
present shall be the act of the Board of Directors.                             

  Section 2.7:  Organization.  Meetings of the Board of Directors shall be
-----------   ------------                                            
presided over by the Chairman of the Board, or in his or her absence by the     
President, or in his or her absence by a chairman chosen at the meeting.  The   
Secretary shall act as secretary of the meeting, but in his or her absence the  
chairman of the meeting may appoint any person to act as secretary of the       
meeting.                                                                        

Section 2.8:  Written Action by Directors.  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
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,
respectively.                                                                   

Section 2.9:  Powers.  The Board of Directors may, except as otherwise
------------  ------                                                  
required by law or the Certificate of Incorporation, exercise all such powers   
and do all such acts and things as may be exercised or done by the Corporation. 

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     Section 2.10:  Compensation of Directors.  Directors, as such, may receive,
------------   -------------------------                              
pursuant to a resolution of the Board of Directors, fees and other compensation 
for their services as directors, including without limitation their services as 
members of committees of the Board of Directors.                                

ARTICLE III 

COMMITTEES  

     Section 3.1:   Committees. 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.  The   
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the         
committee.  In the absence or disqualification of a member of the committee, the
member or members thereof present at any meeting of such committee who are not  
disqualified from voting, whether or not he, she or they constitute a quorum,   
may unanimously appoint another member of the Board of Directors to act at the  
meeting in place of any such absent or disqualified member.  Any such committee,
to the extent provided in a 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 that may require it; but no 
such committee shall have the power or authority in reference to amending the   
Certificate of Incorporation (except that a committee may, to the extent        
------              
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors as provided in subsection (a) of     
Section 151 of the Delaware General Corporation Law, fix the designations and   
any of the preferences or rights of such shares relating to dividends,          
redemption, dissolution, any distribution of assets of the Corporation, or the  
conversion into, or the exchange of such shares for, shares of any other class  
or classes or any other series of the same or any other class or classes of     
stock of the Corporation, or fix the number of shares of any series of stock or 
authorize the increase or decrease of the shares of any series), adopting an    
agreement of merger or consolidation under Sections 251 or 252 of the Delaware  
General Corporation Law, 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 Bylaws of the Corporation; and     
unless the resolution of the Board of Directors expressly so provides, no such  
committee shall have the power or authority to declare a dividend, authorize the
issuance of stock or adopt a certificate of ownership and merger pursuant to    
section 253 of the Delaware General Corporation Law.                            

 Section 3.2:  Committee Rules.  Unless the Board of Directors otherwise
-----------   ---------------                                         
provides, each committee designated by the Board may make, alter and repeal     
rules for the conduct of its business.  In the absence of such rules each       
committee shall conduct its business in the same manner as the Board of         
Directors conducts its business pursuant to Article II of these Bylaws.         

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ARTICLE IV  

OFFICERS  

    Section 4.1:  Generally.  The officers of the Corporation shall consist of
-----------   ---------                                               
a Chief Executive Officer and/or a President, one or more Vice Presidents, a    
Secretary, a Treasurer and such other officers, including a Chairman of the     
Board of Directors and/or Chief Financial Officer, as may from time to time be  
appointed by the Board of Directors.  All officers shall be elected by the Board
of Directors; provided, however, that the Board of Directors may empower the    
--------  -------                                   
Chief Executive Officer of the Corporation to appoint officers other than the   
Chairman of the Board, the Chief Executive Officer, the President, the Chief    
Financial Officer or the Treasurer.  Each officer shall hold office until his or
her successor is elected and qualified or until his or her earlier resignation  
or removal.  Any number of offices may be held by the same person.  Any officer 
may resign at any time upon written notice to the Corporation.  Any vacancy     
occurring in any office of the Corporation by death, resignation, removal or    
otherwise may be filled by the Board of Directors.                              

     Section 4.2:  Chief Executive Officer.  Subject to the control of the Board
-----------   -----------------------                                 
of Directors and such supervisory powers, if any, as may be given by the Board  
of Directors, the powers and duties of the Chief Executive Officer of the       
Corporation are:                                                                

    (a) To act as the general manager and, subject to the control of the Board
of Directors, to have general supervision, direction and control of the business
and affairs of the Corporation;                                                 

(b) To preside at all meetings of the stockholders;                   

(c) To call meetings of the stockholders to be held at such times and,
subject to the limitations prescribed by law or by these Bylaws, at such places 
as he or she shall deem proper; and                                             

  (d) To affix the signature of the Corporation to all deeds, conveyances,
mortgages, guarantees, leases, obligations, bonds, certificates and other papers
and instruments in writing which have been authorized by the Board of Directors 
or which, in the judgment of the Chief Executive Officer, should be executed on 
behalf of the Corporation; to sign certificates for shares of stock of the      
Corporation; and, subject to the direction of the Board of Directors, to have   
general charge of the property of the Corporation and to supervise and control  
all officers, agents and employees of the Corporation.                          

The President shall be the Chief Executive Officer of the Corporation unless the
Board of Directors shall designate another officer to be the Chief Executive    
Officer.  If there is no President, and the Board of Directors has not          
designated any other officer to be the Chief Executive Officer, then the        
Chairman of the Board shall be the Chief Executive Officer.                     

    Section 4.3:  Chairman of the Board.  The Chairman of the Board shall have
-----------   ---------------------                                   
the power to preside at all meetings of the Board of Directors and shall have   
such other powers and duties as provided in these bylaws and as the Board of    
Directors may from time to time prescribe.                                      

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Section 4.4:   President.  The President shall be the Chief Executive 
-----------    ---------                                              
Officer of the Corporation unless the Board of Directors shall have designated  
another officer as the Chief Executive Officer of the Corporation.  Subject to  
the provisions of these Bylaws and to the direction of the Board of Directors,  
and subject to the supervisory powers of the Chief Executive Officer (if the    
Chief Executive Officer is an officer other than the President), and subject to 
such supervisory powers and authority as may be given by the Board of Directors 
to the Chairman of the Board, and/or to any other officer, the President shall  
have the responsibility for the general management the control of the business  
and affairs of the Corporation and the general supervision and direction of all 
of the officers, employees and agents of the Corporation (other than the Chief  
Executive Officer, if the Chief Executive Officer is an officer other than the  
President) and shall perform all duties and have all powers that are commonly   
incident to the office of President or that are delegated to the President by   
the Board of Directors.                                                         

 Section 4.5:   Vice President.  Each Vice President shall have all such
-----------    --------------                                         
powers and duties as are commonly incident to the office of Vice President, or  
that are delegated to him or her by the Board of Directors or the Chief         
Executive Officer.  A Vice President may be designated by the Board to perform  
the duties and exercise the powers of the Chief Executive Officer in the event  
of the Chief Executive Officer's absence or disability.                         

  Section 4.6:   Chief Financial Officer.  Subject to the direction of the
-----------    -----------------------                                
Board of Directors and the President, the Chief Financial Officer shall perform 
all duties and have all powers that are commonly incident to the office of chief
financial officer.                                                              

   Section 4.7:   Treasurer.  The Treasurer shall have custody of all monies
-----------    ---------                                              
and securities of the Corporation.  The Treasurer shall make such disbursements 
of the funds of the Corporation as are authorized and shall render from time to 
time an account of all such transactions.  The Treasurer shall also perform such
other duties and have such other powers as are commonly incident to the office  
of Treasurer, or as the Board of Directors or the President may from time to    
time prescribe.                                                                 

    Section 4.8:   Secretary.  The Secretary shall issue or cause to be issued
-----------    ---------                                              
all authorized notices for, and shall keep, or cause to be kept, minutes of all 
meetings of the stockholders and the Board of Directors.  The Secretary shall   
have charge of the corporate minute books and similar records and shall perform 
such other duties and have such other powers as are commonly incident to the    
office of Secretary, or as the Board of Directors or the President may from time
to time prescribe.                                                              

  Section 4.9:   Delegation of Authority.  The Board of Directors may from
-----------    -----------------------                                
time to time delegate the powers or duties of any officer to any other officers 
or agents, notwithstanding any provision hereof.                                

    Section 4.10:  Removal.  Any officer of the Corporation shall serve at the
------------   -------                                                
pleasure of the Board of Directors and may be removed at any time, with or      
without cause, by the Board of Directors.  Such removal shall be without        
prejudice to the contractual rights of such officer, if any, with the           
Corporation.                                                                    

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ARTICLE V 

STOCK 

 Section 5.1:  Certificates.  Every holder of stock shall be entitled to
-----------   ------------                                            
have a certificate signed by or in the name of the Corporation by the Chairman  
or Vice-Chairman of the Board of Directors, or the President or a Vice          
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or  
an Assistant Secretary, of the Corporation, certifying the number of shares     
owned by such stockholder in the Corporation.  Any or all of the signatures on  
the certificate may be a facsimile.                                             

     Section 5.2:  Lost, Stolen or Destroyed Stock Certificates; Issuance of New
     -----------   -------------------------------------------------------------
Certificates.  The Corporation may issue a new certificate of stock in the place
------------                                                                    
of any certificate previously issued by it, alleged to have been lost, stolen or
destroyed, and the Corporation may require the owner of the lost, stolen or     
destroyed certificate, or such owner's legal representative, to agree to        
indemnify the Corporation and/or to give the Corporation a bond sufficient to   
indemnify it, against any claim that may be made against it on account of the   
alleged loss, theft or destruction of any such certificate or the issuance of   
such new certificate.                                                           

Section 5.3:  Other Regulations.  The issue, transfer, conversion and 
-----------   -----------------                                       
registration of stock certificates shall be governed by such other regulations  
as the Board of Directors may establish.                                        

ARTICLE VI  

INDEMNIFICATION 

  Section 6.1  Indemnification of Officers and Directors.  Each person who
-----------  -----------------------------------------                
was or is made a party to, or is threatened to be made a party to, or is        
involved in any action, suit or proceeding, whether civil, criminal,            
administrative or investigative (a "proceeding"), by reason of the fact that he 
  ----------
or she (or a person of whom he or she is the legal representative), is or was a 
director, officer or employee of the Corporation or a Reincorporated Predecessor
(as defined below) or is or was serving at the request of the Corporation or a  
Reincorporated Predecessor (as defined below) as a director, officer or employee
of another corporation, or of a partnership, joint venture, trust or other      
enterprise, including service with respect to employee benefit plans, shall be  
indemnified and held harmless by the Corporation to the fullest extent permitted
by the Delaware General Corporation Law, against all expenses, liability and    
loss (including attorneys' fees, judgments, fines, ERISA excise taxes and       
penalties and amounts paid or to be paid in settlement) reasonably incurred or  
suffered by such person in connection therewith, and such indemnification shall 
continue as to a person who has ceased to be a director or officer and shall    
inure to the benefit of his or her heirs, executors and administrators;         
provided, however, that the Corporation shall indemnify any such person seeking 
--------  -------                                                               
indemnity in connection with a proceeding (or part thereof) initiated by such   
person only if such proceeding (or part thereof) was authorized by the Board of 
Directors of the Corporation.  As used herein, the term "Reincorporated         
                                                --------------
Predecessor" means a corporation that is merged with and into the Corporation   
-----------                                                                     

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in a statutory merger where (a) the Corporation is the surviving corporation of 
such merger; (b) the primary purpose of such merger is to change the corporate  
domicile of the Reincorporated Predecessor to Delaware.                         

    Section 6.2:  Advance of Expenses.  The Corporation shall pay all expenses
-----------   -------------------                                     
(including attorneys' fees) incurred by such a director or officer in defending 
any such proceeding as they are incurred in advance of its final disposition;   
provided, however, that if the Delaware General Corporation Law then so         
--------  -------                                                               
requires, the payment of such expenses incurred by such a director or officer in
advance of the final disposition of such proceeding shall be made only upon     
delivery to the Corporation of an undertaking, by or on behalf of such director 
or officer, to repay all amounts so advanced if it should be determined         
ultimately that such director or officer is not entitled to be indemnified under
this Article VI or otherwise; and provided, further, that the Corporation shall 
     --------  -------
not be required to advance any expenses to a person against whom the Corporation
directly brings a claim, in a proceeding, alleging that such person has breached
his or her duty of loyalty to the Corporation, committed an act or omission not 
in good faith or that involves intentional misconduct or a knowing violation of 
law, or derived an improper personal benefit from a transaction.                

Section 6.3:  Non-Exclusivity of Rights.  The rights conferred on any 
------------  -------------------------                               
person in this Article VI shall not be exclusive of any other right that such   
person may have or hereafter acquire under any statute, provision of the        
Certificate of Incorporation, Bylaw, agreement, vote or consent of stockholders 
or disinterested directors, or otherwise.  Additionally, nothing in this Article
VI shall limit the ability of the Corporation, in its discretion, to indemnify  
or advance expenses to persons whom the Corporation is not obligated to         
indemnify or advance expenses pursuant to this Article VI.                      

Section 6.4:  Indemnification Contracts.  The Board of Directors is   
-----------   -------------------------                               
authorized to cause the Corporation to enter into indemnification contracts with
any director, officer, employee or agent of the Corporation, or any person      
serving at the request of the Corporation as a director, officer, employee or   
agent of another corporation, partnership, joint venture, trust or other        
enterprise, including employee benefit plans, providing indemnification rights  
to such person.  Such rights may be greater than those provided in this Article 
VI.                                                                             

   Section 6.5:  Effect of Amendment.  Any amendment, repeal or modification
-----------   -------------------                                     
of any provision of this Article VI shall be prospective only, and shall not    
adversely affect any right or protection conferred on a person pursuant to this 
Article VI and existing at the time of such amendment, repeal or modification.  

ARTICLE VII 

NOTICES 

    Section 7.1:  Notice.  Except as otherwise specifically provided herein or
-----------   ------                                                  
required by law, all notices required to be given pursuant to these Bylaws shall
be in writing and may in every instance be effectively given by hand delivery   
(including use of a delivery service), by depositing such notice in the mail,   
postage prepaid, or by sending such notice by prepaid                           

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telegram, telex, overnight express courier, mailgram or facsimile. Any such     
notice shall be addressed to the person to whom notice is to be given at such   
person's address as it appears on the records of the Corporation. The notice    
shall be deemed given (i) in the case of hand delivery, when received by the    
person to whom notice is to be given or by any person accepting such notice on  
behalf of such person, (ii) in the case of delivery by mail, upon deposit in the
mail, (iii) in the case of delivery by overnight express courier, on the first  
business day after such notice is dispatched, and (iv) in the case of delivery  
via telegram, telex, mailgram, or facsimile, when dispatched.                   

  Section 7.2:  Waiver of Notice.  Whenever notice is required to be given
-----------   ----------------                                        
under any provision of these bylaws, a written waiver of notice, signed by the  
person entitled to notice, whether before or after the time stated therein,     
shall be deemed equivalent to notice.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person 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.  Neither the business to be transacted at, nor the purpose of, any    
regular or special meeting of the stockholders, directors or members of a       
committee of directors need be specified in any written waiver of notice.       

ARTICLE VIII  

INTERESTED DIRECTORS  

 Section 8.1:  Interested Directors; Quorum.  No contract or transaction
-----------   ----------------------------                            
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other    
organization in which one or more of its directors or officers are directors or 
officers, or have a financial interest, shall be void or voidable solely for    
this reason, or solely because the director or officer is present at or         
participates in the meeting of the Board or committee thereof that authorizes   
the contract or transaction, or solely because his, her or their votes are      
counted for such purpose, if: (i) the material facts as to his, her or their    
relationship or interest and as to the contract or transaction are disclosed or 
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested        
directors be less than a quorum; (ii) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or 
are known to the stockholders entitled to vote thereon, and the contract or     
transaction is specifically approved in good faith by vote of the stockholders; 
or (iii) the contract or transaction is fair as to the Corporation as of the    
time it is authorized, approved or ratified by the Board of Directors, a        
committee thereof, or the stockholders.  Common or interested directors may be  
counted in determining the presence of a quorum at a meeting of the Board of    
Directors or of a committee which authorizes the contract or transaction.       

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ARTICLE IX  

MISCELLANEOUS 

 Section 9.1:  Fiscal Year.  The fiscal year of the Corporation shall be
-----------   -----------                                             
determined by resolution of the Board of Directors.                             

 Section 9.2:  Seal.  The Board of Directors may provide for a corporate
-----------   ----                                                    
seal, which shall have the name of the Corporation inscribed thereon and shall  
otherwise be in such form as may be approved from time to time by the Board of  
Directors.                                                                      

   Section 9.3:  Form of Records.  Any records maintained by the Corporation
-----------   ---------------                                         
in the regular course of its business, including its stock ledger, books of     
account and minute books, may be kept on, or be in the form of, magnetic tape,  
diskettes, photographs, microphotographs or any other information storage       
device, provided that the records so kept can be converted into clearly legible 
form within a reasonable time.  The Corporation shall so convert any records so 
kept upon the request of any person entitled to inspect the same.               

  Section 9.4:  Reliance Upon Books and Records.  A member of the Board of
-----------   -------------------------------                         
Directors, or a member of any committee designated by the Board of Directors    
shall, in the performance of his or her duties, be fully protected in relying in
good faith upon records of the Corporation and upon such information, opinions, 
reports or statements presented to the Corporation by any of the Corporation's  
officers or employees, or committees of the Board of Directors, or by any other 
person as to matters the member reasonably believes are within such other       
person's professional or expert competence and who has been selected with       
reasonable care by or on behalf of the Corporation.                             

  Section 9.5:  Certificate of Incorporation Governs.  In the event of any
-----------   ------------------------------------                    
conflict between the provisions of the Corporation's Certificate of             
Incorporation and Bylaws, the provisions of the Certificate of Incorporation    
shall govern.                                                                   

     Section 9.6:  Severability.  If any provision of these Bylaws shall be held
-----------   ------------                                            
to be invalid, illegal, unenforceable or in conflict with the provisions of the 
Corporation's Certificate of Incorporation, then such provision shall           
nonetheless be enforced to the maximum extent possible consistent with such     
holding and the remaining provisions of these Bylaws (including without         
limitation, all portions of any section of these Bylaws containing any such     
provision held to be invalid, illegal, unenforceable or in conflict with the    
Certificate of Incorporation, that are not themselves invalid, illegal,         
unenforceable or in conflict with the Certificate of Incorporation) shall remain
in full force and effect.                                                       

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ARTICLE X                                                             

AMENDMENT 

Section 10.1:  Amendments.  Stockholders of the Corporation holding a 
------------   ----------                                             
majority of the Corporation's outstanding voting stock shall have the power to  
adopt, amend or repeal Bylaws.  To the extent provided in the Corporation's     
Certificate of Incorporation, the Board of Directors of the Corporation shall   
also have the power to adopt, amend or repeal Bylaws of the Corporation, except 
insofar as Bylaws adopted by the stockholders shall otherwise provide.          

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CERTIFICATION OF BYLAWS 
OF  
eBAY INC. 
(A DELAWARE CORPORATION)  

KNOW ALL BY THESE PRESENTS:                                                     

     I, Matthew P. Quilter, certify that I am Secretary of eBay Inc., a Delaware
corporation (the "Company"), that I am duly authorized to make and deliver this 
certification, that the attached Bylaws are a true and correct copy of the      
Bylaws of the Company in effect as of the date of this certificate.             

Dated:  March 13, 1998                                                          

                        /s/ Matthew P. Quilter
                               -----------------------------
                               Matthew P. Quilter, Secretary

Dates Referenced Herein

Referenced-On Page
This ‘S-1’ Filing    Date First  Last      Other Filings
Filed on:7/15/98None on these Dates
3/13/98120
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  eBay Inc.                         10-K       12/31/23  150:17M
 2/23/23  eBay Inc.                         10-K       12/31/22  148:18M
 2/24/22  eBay Inc.                         10-K       12/31/21  142:19M
 2/04/21  eBay Inc.                         10-K       12/31/20  134:17M
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