Exhibit 3.2
AMENDED AND RESTATED
BY-LAWS
OF
ALLENA PHARMACEUTICALS, INC.
(the “Corporation”)
Stockholders
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For purposes of this Article I of these By-laws, the term “Proposing Person” shall mean the following persons: (i) the stockholder of record providing the notice of nominations or business proposed to be brought before a stockholders’ meeting, and (ii) the beneficial owner(s), if different, on whose behalf the nominations or business proposed to be brought before a stockholders’ meeting is made. For purposes of this Section 2 of Article I of these By-laws, the term “Synthetic Equity Interest” shall mean any transaction, agreement or arrangement (or series of transactions, agreements or arrangements), including, without limitation, any derivative, swap, hedge, repurchase or so-called “stock borrowing” agreement or arrangement, the purpose or effect of which is to, directly or indirectly: (a) give a person or entity economic benefit and/or risk similar to ownership of shares of any class or series of capital stock of the Corporation, in whole or in part, including due to the fact that such transaction, agreement or arrangement provides, directly or indirectly, the opportunity to profit or avoid a loss from any increase or decrease in the value of any shares of any class or series of capital stock of the Corporation, (b) mitigate loss to, reduce the economic risk of or manage the risk of share price changes for, any person or entity with respect to any shares of any class or series of capital stock of the Corporation, (c) otherwise provide in any manner the opportunity to profit or avoid a loss from any decrease in the value of any shares of any class or series of capital stock of the Corporation, or (d) increase or decrease the voting power of any person or entity with respect to any shares of any class or series of capital stock of the Corporation.
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Directors
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Officers
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Capital Stock
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Indemnification
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Miscellaneous Provisions
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ADOPTED: September 13, 2017
EFFECTIVE: November 6, 2017
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AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED BY-LAWS OF
ALLENA PHARMACEUTICALS, INC.
The undersigned, being the duly elected and acting President and Chief Executive Officer of Allena Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), does hereby certify that:
1. The Board of Directors of the Corporation approved and adopted the following amendments to the Amended and Restated By-Laws of the Corporation (the “By-Laws”), effective as of May 3, 2022:
The By-Laws are hereby amended by the replacement of Sections 4(e) and 5 under Article I in their entirety, so that they now read in their entirety as follows (emphasis added solely for illustrative purposes to show changes):
“(e) When any meeting is convened, the presiding officer may adjourn the meeting if (i) no quorum is present for the transaction of business, (ii) the Board of Directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders, or (iii) the Board of Directors determines that adjournment is otherwise in the best interests of the Corporation or (iv) the presiding officer determines to adjourn the meeting in his or her or sole discretion. When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour, date and place, if any, to which the meeting is adjourned and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting; provided, however, that if the adjournment is for more than thirty (30) days from the meeting date, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the Certificate of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Certificate”) or these By-laws, is entitled to such notice.
SECTION 5. Quorum. Except as otherwise provided by law or by the Certificate, the presence in person or by proxy of the holders of one-third in voting power of the outstanding shares of capital stock entitled to vote at the meeting A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders. If less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 4 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business
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until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.”
2. All other provisions of the By-Laws of the Corporation remain unchanged and are in full force and effect.
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IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Amendment No. 1 to the Amended and Restated By-Laws as of May 3, 2022.
ALLENA PHARMACEUTICALS, INC.
By: /s/ Louis Brenner
Name: Louis Brenner
Title: President and Chief Executive Officer
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