
<PAGE>

                                                                       EXHIBIT 4

                          AMENDED AND RESTATED BYLAWS

                                      OF

                            EXTREME NETWORKS, INC.
<PAGE>

                               TABLE OF CONTENTS

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ARTICLE I  STOCKHOLDERS.......................................................................................    1
         Section 1.1       Annual Meeting.....................................................................    1
         Section 1.2       Special Meetings...................................................................    1
         Section 1.3       Notice of Meetings.................................................................    1
         Section 1.4       Adjournment........................................................................    1
         Section 1.5       Quorum.............................................................................    1
         Section 1.6       Conduct of the Stockholders' Meeting...............................................    2
         Section 1.7       Conduct of Business................................................................    2
         Section 1.8       Notice of Stockholder Business.....................................................    2
         Section 1.9       Voting and Proxies.................................................................    3
         Section 1.10      Stock List.........................................................................    4

ARTICLE II  BOARD OF DIRECTORS................................................................................    4
         Section 2.1       Number and Term of Office..........................................................    4
         Section 2.2       Vacancies and Newly Created Directorships..........................................    4
         Section 2.3       Removal............................................................................    4
         Section 2.4       Regular Meetings...................................................................    5
         Section 2.5       Special Meetings...................................................................    5
         Section 2.6       Quorum.............................................................................    5
         Section 2.7       Participation in Meetings by Conference Telephone..................................    5
         Section 2.8       Conduct of Business................................................................    5
         Section 2.9       Powers.............................................................................    5
         Section 2.10      Compensation of Directors..........................................................    6
         Section 2.11      Nomination of Director Candidates..................................................    6

ARTICLE III...................................................................................................    8
         Section 3.1       Committees of the Board of Directors...............................................    8
         Section 3.2       Conduct of Business................................................................    8

ARTICLE IV  OFFICERS..........................................................................................    8
         Section 4.1       Generally..........................................................................    8
         Section 4.2       Chairman of the Board..............................................................    9
         Section 4.3       President..........................................................................    9
         Section 4.4       Vice President.....................................................................    9
         Section 4.5       Treasurer / Chief Financial Officer................................................    9
         Section 4.6       Secretary..........................................................................    9
         Section 4.7       Delegation of Authority............................................................    9
         Section 4.8       Removal............................................................................   10
         Section 4.9       Action With Respect to Securities of Other Corporations............................   10

ARTICLE V  STOCK..............................................................................................   10
         Section 5.1       Certificates of Stock..............................................................   10
         Section 5.2       Transfers of Stock.................................................................   10
         Section 5.3       Record Date........................................................................   10
         Section 5.4       Lost, Stolen or Destroyed Certificates.............................................   10
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                                      -i-
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                               TABLE OF CONTENTS
                                  (continued)

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         Section 5.5       Regulations........................................................................   10

ARTICLE VI  NOTICES...........................................................................................   11
         Section 6.1       Notices............................................................................   11
         Section 6.2       Waivers............................................................................   11

ARTICLE VII  MISCELLANEOUS....................................................................................   11
         Section 7.1       Facsimile Signatures...............................................................   11
         Section 7.2       Corporate Seal.....................................................................   11
         Section 7.3       Reliance Upon Books, Reports and Records...........................................   11
         Section 7.4       Fiscal Year........................................................................   11
         Section 7.5       Time Periods.......................................................................   11

ARTICLE VIII  INDEMNIFICATION OF DIRECTORS AND OFFICERS.......................................................   12
         Section 8.1       Right to Indemnification...........................................................   12
         Section 8.2       Right of Claimant to Bring Suit....................................................   13
         Section 8.3       Non-Exclusivity of Rights..........................................................   13
         Section 8.4       Indemnification Contracts..........................................................   13
         Section 8.5       Insurance..........................................................................   13
         Section 8.6       Effect of Amendment................................................................   13

ARTICLE IX  AMENDMENTS........................................................................................   14
         Section 9.1       Amendment of Bylaws................................................................   14
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                                     -ii-
<PAGE>

                            EXTREME NETWORKS, INC.

                            A DELAWARE CORPORATION

                          AMENDED AND RESTATED BYLAWS

                                   ARTICLE I

                                 STOCKHOLDERS

     Section 1.1  Annual Meeting. An annual meeting of the stockholders, for the
                  --------------
election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors shall each year fix.

     Section 1.2  Special Meetings. Special meetings of the stockholders may be
                  ----------------
called only by the Board of Directors, for any purpose or purposes prescribed in
the notice of the meeting, pursuant to a resolution adopted by a majority of the
total number of authorized directors (whether or not there exists any vacancies
in previously authorized directorships at the time any such resolution is
presented to the Board of Directors for adoption and shall be held at such
place, on such date and at such time as the Board may fix provided that the
Board shall call a special meeting of stockholders upon request by the holders
of not less than 25% of all shares entitled to cast votes at the meeting, voting
together as a single class, only for the purposes set forth in Section 2.3.
Business transacted at special meetings shall be confined to the purpose or
purposes stated in the notice.

     Upon request in writing sent by registered mail to the president or chief
executive officer by any stockholder or stockholders entitled to request a
special meeting of stockholders pursuant to this Section 1.2 and Section 2.3,
and containing the information required pursuant to Sections 1.8(b) and 2.11,
the board of directors shall determine a place and time for such meeting, which
time shall be not less than one hundred twenty (120) nor more than one hundred
thirty (130) days after the receipt of such request, and a record date for the
determination of stockholders entitled to vote at such meeting shall be fixed by
the board of directors, in advance, which shall not be more that 60 days nor
less than 10 days before the date of such meeting. Following such receipt of a
request and determination by the Secretary of the validity thereof, it shall be
the duty of the Secretary to present the request to the Board of Directors, and
upon Board action as provided in this Section 1.2, to cause notice to be given
to the stockholders entitled to vote at such meeting, in the manner set forth in
Section 1.3, hereof, that a meeting will be held at the place and time so
determined, for such purposes, as well as any purpose or purposes determined by
the Board of Directors in accordance with this Section 1.2.

     Section 1.3  Notice of Meetings. Written notice of the place, date, and
                  ------------------
time of all meetings of the stockholders shall be given, not less than ten (10)
nor more than sixty (60) days before the date on which the meeting is to be
held, to each stockholder entitled to vote at such meeting, except as otherwise
provided herein or required by law (meaning, here and hereinafter, as required
from time to time by the Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).

                                       1
<PAGE>

     Section 1.4  Adjournment. Any meeting of stockholders may be adjourned to
                  -----------
any other time and to any other place at which a meeting of stockholders may be
held under these By-laws by the holders of a majority of the shares of stock
present or represented at the meeting and entitled to vote, although less than a
quorum, or, if no stockholder is present, by any officer entitled to preside at
or to act as Secretary of such meeting. When a meeting is adjourned to another
place, date or time, written notice need not be given of the adjourned meeting
if the place, date and time thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the date of any adjourned
meeting is more than thirty (30) days after the date for which the meeting was
originally noticed, or if a new record date is fixed for the adjourned meeting,
written notice of the place, date, and time of the adjourned meeting shall be
given in conformity herewith. At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting.

     Section 1.5  Quorum. At any meeting of the stockholders, the holders of a
                  ------
majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law.

     If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.

     Section 1.6  Conduct of the Stockholders' Meeting. At every meeting of the
                  ------------------------------------
stockholders, the Chairman, if there is such an officer, or if not, the
President of the Corporation, or in his absence the Vice President designated by
the President, or in the absence of such designation any Vice President, or in
the absence of the President or any Vice President, a chairman chosen by the
majority of the voting shares represented in person or by proxy, shall act as
Chairman. The Secretary of the Corporation or a person designated by the
Chairman shall act as Secretary of the meeting. Unless otherwise approved by the
Chairman, attendance at the stockholders' meeting is restricted to stockholders
of record, persons authorized in accordance with Section 1.9 of these Bylaws to
act by proxy, and officers of the Corporation.

     Section 1.7  Conduct of Business. The Chairman shall call the meeting to
                  -------------------
order, establish the agenda, and conduct the business of the meeting in
accordance therewith or, at the Chairman's discretion, it may be conducted
otherwise in accordance with the wishes of the stockholders in attendance. The
opening and closing of the polls for each matter upon which the stockholders
will vote at the meeting shall be announced at the meeting.

     The Chairman shall also conduct the meeting in an orderly manner, rule on
the precedence of and procedure on, motions and other procedural matters, and
exercise discretion with respect to such procedural matters with fairness and
good faith toward all those entitled to take part. The Chairman may impose
reasonable limits on the amount of time taken up at the meeting on discussion in
general or on remarks by any one stockholder. Should any person in attendance
become unruly or obstruct the meeting proceedings, the Chairman shall have the
power to have such person removed from participation. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at a meeting
except in accordance with the procedures set forth in this Section 1.7 and
Section 1.8, below, and no business shall be

                                       2
<PAGE>

conducted at a special meeting except for that specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors. The Chairman of a meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this Section 1.7 and Section 1.8, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

     Section 1.8  Notice of Stockholder Business.
                  ------------------------------

             (a)  At an annual or special meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) properly brought before the
meeting by or at the direction of the Board of Directors, or (iii) properly
brought before an annual 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 proposal to be presented at an annual meeting shall be
received at the Corporation's principal executive offices not less than 120
calendar days in advance of the date that the Corporation's (or the
Corporation's predecessor's) proxy statement was released to stockholders in
connection with the previous year's annual meeting of stockholders, except that
if no annual meeting was held in the previous year or the date of the annual
meeting has been advanced by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement, notice by the
stockholders to be timely must be received not later than the close of business
on the tenth day following the day on which the date of the annual meeting is
publicly announced. "Public announcement" for purposes hereof shall have the
meaning set forth in Article II, Section 2.11 of these Bylaws. For business to
be properly brought before a special meeting by a stockholder, the business must
be limited to the purposes set forth in Section 2.3 made by a request under
Section 1.2.

             (b)  A stockholder's notice to the Secretary of the Corporation
shall set forth as to each matter the stockholder proposes to bring before the
annual or special meeting (i) a brief description of the business desired to be
brought before the annual or special meeting and reasons for conducting such
business at the special 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, and (iv) any material interest of the stockholder in such
business.

     Section 1.9  Voting and Proxies. Each stockholder shall have one vote for
                  ------------------
each share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by law. Each stockholder of record entitled to vote at a meeting of
stockholders, may vote in person or may authorize any other person or persons to
vote or act for him by written proxy executed by the stockholder or his
authorized agent or by a transmission permitted by law and delivered to the
Secretary of the corporation. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to this
Section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission

                                       3
<PAGE>

could be used, provided that such copy, facsimile transmission or other
reproduction shall be a complete reproduction of the entire original writing or
transmission.

     All voting, including on the election of directors, but excepting where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or his or her proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting. The corporation may, and to the extent
required by law, shall, in advance of any meeting of stockholders, appoint one
or more inspectors to act at the meeting and make a written report thereof. The
corporation may designate one or more persons as an alternate inspector 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 may, and
to the extent required by law, shall, appoint one or more inspectors to act at
the meeting. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath to faithfully execute the duties of inspector with
strict impartiality and according to the best of his or her ability.

     All elections shall be determined by a plurality of the votes cast, and all
other matters shall be determined by a majority of the votes cast affirmatively
or negatively on the matter, except when a different vote is required by express
provision of law, the Certificate of Incorporation or these By-laws.

     Section 1.10 Stock List. A complete list of stockholders entitled to vote
                  ----------
at any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in his or her name, shall be open to the examination of any such
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, at the
principal place of business of the Corporation.

     The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

                                  ARTICLE II

                              BOARD OF DIRECTORS

     Section 2.1  Number and Term of Office. The number of directors shall be
                  -------------------------
five (5), and the number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total 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 for adoption). Upon the closing of the
first sale of the Corporation's common stock pursuant to a firmly underwritten
registered public offering (the "IPO"), the directors shall be divided into
three classes, with the term of office of the first class to expire at the first
annual meeting of stockholders held after the IPO, the term of

                                       4
<PAGE>

office of the second class to expire at the second annual meeting of
stockholders held after the IPO, the term of office of the third class to expire
at the third annual meeting of stockholders held after the IPO and thereafter
for each such term to expire at each third succeeding annual meeting of
stockholders after such election. All directors shall hold office until the
expiration of the term for which elected and until their respective successors
are elected, except in the case of the death, resignation or removal of any
director.

     Section 2.2  Vacancies and Newly Created Directorships. Subject to the
                  -----------------------------------------
rights of the holders of any series of Preferred Stock then outstanding, newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification or other cause (other than removal
from office by a vote of the stockholders) may be filled only by a majority vote
of the directors then in office, though less than a quorum, or by the sole
remaining director, and directors so chosen shall hold office for a term
expiring at the next annual meeting of stockholders. No decrease in the number
of directors constituting the Board of Directors shall shorten the term of any
incumbent director.

     Section 2.3  Removal. Subject to the rights of holders of any series of
                  -------
Preferred Stock then outstanding, any directors, or the entire Board of
Directors, may be removed from office at any time, with or without cause, but
only by the affirmative vote of the holders of at least a majority of the voting
power of all of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class. Vacancies in the Board of Directors resulting from such removal
may be filled by a majority of the directors then in office, though less than a
quorum, or by the stockholders at a special meeting of stockholders called for
that purpose provided that the request for such meeting is made in compliance
with Sections 1.2 and 1.8. Directors so chosen shall hold office until the next
annual meeting of stockholders at which the term of office of the class to which
they have been elected expires, and until their respective successors are
elected, or their earlier death, resignation or removal.

     Section 2.4  Regular Meetings. Regular meetings of the Board of Directors
                  ----------------
shall be held at such place or places, on such date or dates, and at such time
or times as shall have been established by the Board of Directors and publicized
among all directors. A notice of each regular meeting shall not be required.

     Section 2.5  Special Meetings. Special meetings of the Board of Directors
                  ----------------
may be called by one-third of the directors then in office (rounded up to the
nearest whole number) or by the chief executive officer and shall be held at
such place, on such date, and at such time as they or he or she shall fix.
Notice of the place, date, and time of each such special meeting shall be given
each director by whom it is not waived by mailing written notice not fewer than
five (5) days before the meeting or by telegraphing or personally delivering the
same not fewer than twenty-four (24) hours before the meeting. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at a
special meeting.

     Section 2.6  Quorum. At any meeting of the Board of Directors, a majority
                  ------
of the total number of authorized directors shall constitute a quorum for all
purposes. If a quorum shall fail

                                       5
<PAGE>

to attend any meeting, a majority of those present may adjourn the meeting to
another place, date, or time, without further notice or waiver thereof.

     Section 2.7  Participation in Meetings by Conference Telephone. Members of
                  -------------------------------------------------
the Board of Directors, or of any committee thereof, may participate in a
meeting of such Board or 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 such participation shall constitute presence in
person at such meeting.

     Section 2.8  Conduct of Business. At any meeting of the Board of Directors,
                  -------------------
business shall be transacted in such order and manner as the Board may from time
to time determine, and all matters shall be determined by the vote of a majority
of the directors present, except as otherwise provided herein or requited by
law. Action may be taken by the Board of Directors without a meeting if all
members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors.

     Section 2.9  Powers. The Board of Directors may, except as otherwise
                  ------
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power:

             (a)  To declare dividends from time to time in accordance with law;

             (b)  To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;

             (c)  To authorize the creation, making and issuance, in such form
as it may determine, of written obligations of every kind, negotiable or non-
negotiable, secured or unsecured, and to do all things necessary in connection
therewith;

             (d)  To remove any officer of the Corporation with or without
cause, and from time to time to devolve the powers and duties of any officer
upon any other person for the time being;

             (e)  To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;

             (f)  To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers, employees and agents
of the Corporation and its subsidiaries as it may determine;

             (g)  To adopt from time to time such insurance, retirement, and
other benefit plans for directors, officers, employees and agents of the
Corporation and its subsidiaries as it may determine; and

             (h)  To adopt from time to time regulations, not inconsistent with
these bylaws, for the management of the Corporation's business and affairs.

                                       6
<PAGE>

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

     Section 2.11 Nomination of Director Candidates.
                  ---------------------------------

             (a)  Subject to the rights of holders of any class or series of
Preferred Stock then outstanding, nominations for the election of Directors may
be made at an annual meeting by the Board of Directors or a proxy committee
appointed by the Board of Directors or by any stockholder entitled to vote in
the election of Directors generally, who complies with the procedures set forth
in this Bylaw and who is a stockholder of record at the time notice is delivered
to the Secretary of the Corporation. Any stockholder entitled to vote in the
election of Directors generally may nominate one or more persons for election as
Directors at an annual meeting only if timely notice of such stockholder's
intent to make such nomination or nominations has been given in writing to the
Secretary of the Corporation. To be timely, a stockholder nomination for a
director to be elected at an annual meeting shall be received at the
Corporation's principal executive offices not less than 120 calendar days in
advance of the date that the Corporation's (or the Corporation's Predecessor's)
Proxy statement was released to stockholders in connection with the previous
year's annual meeting of stockholders, except that if no annual meeting was held
in the previous year or the date of the annual meeting has been changed by more
than 30 calendar days from the date contemplated at the time of the previous
year's proxy statement, notice by the stockholders to be timely must be received
not later than the close of business on the tenth day following the day on which
public announcement of the date of such meeting is first made. Each such notice
shall set forth: (i) the name and address of the stockholder who intends to make
the nomination and of the person or persons to be nominated; (ii) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote for the election of Directors on the date of such
notice and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (iii) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (iv) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (iv) the consent of
each nominee to serve as a director of the Corporation if so elected. In no
event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
above.

             (b)  Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies with the notice
procedures set forth in this Bylaw and who is a stockholder of record at the
time such notice is delivered to the Secretary of the Corporation. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for

                                       7
<PAGE>

election to such position(s) as are specified in the Corporation's notice of
meeting, if the stockholder's notice as required by paragraph (a) of this Bylaw
shall be delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the ninetieth day prior to such special meeting and
not later than the close of business on the later of the seventieth day prior to
such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.

             (c)  For purposes of these Bylaws, "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.

             (d)  Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

             (e)  In the event that a person is validly designated as a nominee
in accordance with this Section 2.11 and shall thereafter become unable or
unwilling to stand for election to the Board of Directors, the Board of
Directors or the stockholder who proposed such nominee, as the case may be, may
designate a substitute nominee upon delivery, not fewer than five days prior to
the date of the meeting for the election of such nominee, of a written notice to
the Secretary setting forth such information regarding such substitute nominee
as would have been required to be delivered to the Secretary pursuant to this
Section 2.11 had such substitute nominee been initially proposed as a nominee.
Such notice shall include a signed consent to serve as a director of the
Corporation, if elected, of each such substitute nominee.

             (f)  If the chairman of the meeting for the election of Directors
determines that a nomination of any candidate for election as a Director at such
meeting was not made in accordance with the applicable provisions of this
Section 2.11, such nomination shall be void; provided, however, that nothing in
this Section 2.11 shall be deemed to limit any voting rights upon the occurrence
of dividend arrearages provided to holders of Preferred Stock pursuant to the
Preferred Stock designation for any series of Preferred Stock.

                                  ARTICLE III

                                  COMMITTEES

     Section 3.1  Committees of the Board of Directors. The Board of Directors,
                  ------------------------------------
by a vote of a majority of the whole Board, may from time to time designate
committees of the Board, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the Board and shall, for those
committees and any others provided for herein, elect a director or directors to
serve as the member or members, designating, if it desires, other directors as

                                       8
<PAGE>

alternate members who may replace any absent or disqualified member at any
meeting of the committee. Any committee so designated may exercise the power and
authority of the Board of Directors to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the Delaware General Corporation Law if the resolution which
designates the committee or a supplemental resolution of the Board of Directors
shall so provide. In the absence or disqualification of any member of any
committee and any alternate member in his place, the member or members of the
committee present at the meeting and not disqualified from voting, whether or
not he or she or they constitute a quorum, may by unanimous vote appoint another
member of the Board of Directors to act at the meeting in the place of the
absent or disqualified member.

     Section 3.2  Conduct of Business. Each committee may determine the
                  -------------------
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings; one-
third of the authorized members shall constitute a quorum unless the committee
shall consist of one or two members, in which event one member shall constitute
a quorum; and all matters shall be determined by a majority vote of the members
present. Action may be taken by any committee without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of such committee.

                                  ARTICLE IV

                                   OFFICERS

     Section 4.1  Generally. The officers of the Corporation shall consist of a
                  ---------
President, one or more Vice Presidents, a Secretary and a Treasurer. The
Corporation may also have, at the discretion of the Board of Directors, a
Chairman of the Board and such other officers as may from time to time be
appointed by the Board of Directors. Officers shall be elected by the Board of
Directors, which shall consider that subject at its first meeting after every
annual meeting of stockholders. Each officer shall hold office until his or her
successor is elected and qualified or until his or her earlier resignation or
removal. The Chairman of the Board, if there shall be such an officer, and the
President shall each be members of the Board of Directors. Any number of offices
may he held by the same person.

     Section 4.2  Chairman of the Board. The Chairman of the Board, if there
                  ---------------------
shall be such an officer, shall, if present, preside at all meetings of the
Board of Directors, and exercise and perform such other powers and duties as may
be from time to time assigned to him by the Board of Directors or prescribed by
these bylaws.

     Section 4.3  President. The President shall be the chief executive officer
                  ---------
of the Corporation. Subject to the provisions of these bylaws and to the
direction of the Board of Directors, he or she shall have the responsibility for
the general management and control of the business and affairs of the
Corporation and shall perform all duties and have all powers which are commonly
incident to the office of chief executive or which are delegated to him or her
by the Board of Directors. He or she shall have power to sign all stock
certificates, contracts and

                                       9
<PAGE>

other instruments of the Corporation which are authorized and shall have general
supervision and direction of all of the other officers, employees and agents of
the Corporation.

     Section 4.4  Vice President. Each Vice President shall have such powers and
                  --------------
duties as may be delegated to him or her by the Board of Directors. One Vice
President shall be designated by the Board to perform the duties and exercise
the powers of the President in the event of the President's absence or
disability.

     Section 4.5  Treasurer / Chief Financial Officer. The Treasurer/Chief
                  -----------------------------------
Financial Officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital retained earnings,
and shares. The books of account shall at all reasonable times be open to
inspection by any director.

     The Treasurer/Chief Financial Officer shall deposit all moneys and other
valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board of Directors. He or she shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, shall render to the President, the Chief Executive Officer, or the
directors, upon request, an account of all his or her transactions as
Treasurer/Chief Financial Officer and of the financial condition of the
corporation, and shall have other powers and perform such other duties as may be
prescribed by the Board of Directors or the Bylaws.

     Section 4.6  Secretary. The Secretary shall issue all authorized notices
                  ---------
for, and shall keep, or cause to be kept, minutes of all meetings of the
stockholders, the Board of Directors, and all committees of the Board of
Directors. The Secretary shall have the authority to designate and appoint
assistant secretaries to assist in the administration and performance of his or
her duties. He or she shall have charge of the corporate books and shall perform
such other duties as the Board of Directors may from time to time prescribe.

     Section 4.7  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 4.8  Removal. Any officer of the Corporation may be removed at any
                  -------
time, with or without cause, by the Board of Directors.

     Section 4.9  Action With Respect to Securities of Other Corporations.
                  -------------------------------------------------------
Unless otherwise directed by the Board of Directors, the President or any
officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.

                                       10
<PAGE>

                                   ARTICLE V

                                     STOCK

     Section 5.1  Certificates of Stock. Each stockholder shall be entitled to a
                  ---------------------
certificate signed by, or in the name of the Corporation by, the President or a
Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer
or an Assistant Treasurer, certifying the number of shares owned by him or her.
Any of or all the signatures on the certificate may be facsimile.

     Section 5.2  Transfers of Stock. Transfers of stock shall be made only upon
                  ------------------
the transfer books of the Corporation kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the Corporation.
Except where a certificate is issued in accordance with Section 4 of Article V
of these bylaws, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate is issued
therefor.

     Section 5.3  Record Date. The Board of Directors may fix a record date,
                  -----------
which shall not be more than sixty (60) nor fewer than ten (10) days before the
date of any meeting of stockholders, nor more than sixty (60) days prior to the
time for the other action hereinafter described, as of which there shall be
determined the stockholders who are entitled: to notice of or to vote at any
meeting of stockholders or any adjournment thereof; to receive payment of any
dividend or other distribution or allotment of any rights; or to exercise any
rights with respect to any change, conversion or exchange of stock or with
respect to any other lawful action.

     Section 5.4  Lost, Stolen or Destroyed Certificates. In the event of the
                  --------------------------------------
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.

     Section 5.5  Regulations. The issue, transfer, conversion and registration
                  -----------
of certificates of stock shall be governed by such other regulations as the
Board of Directors may establish.

                                  ARTICLE VI

                                    NOTICES

     Section 6.1  Notices. Except as otherwise specifically provided herein or
                  -------
required by law, all notices required to be given to any stockholder, director,
officer, employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mails, postage paid, or by sending such notice by prepaid
telegram, mailgram, telecopy or commercial courier service. Any such notice
shall be addressed to such stockholder, director, officer, employee or agent at
his or her last known address as the same appears on the books of the
Corporation. The time when such notice shall be deemed to be given shall be the
time such notice is received by such stockholder, director, officer, employee or
agent, or by any person accepting such notice on behalf of such person, if

                                       11
<PAGE>

hand delivered, or the time such notice is dispatched, if delivered through the
mails or be telegram or mailgram.

     Section 6.2  Waivers. A written waiver of any notice, signed by a
                  -------
stockholder, director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.

                                  ARTICLE VII

                                 MISCELLANEOUS

     Section 7.1  Facsimile Signatures. In addition to the provisions for use of
                  --------------------
facsimile signatures elsewhere specifically authorized in these bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

     Section 7.2  Corporate Seal. The Board of Directors may provide a suitable
                  --------------
seal, containing the name of the Corporation, which seal shall be in the charge
of the Secretary. If and when so directed by the Board of Directors or a
committee thereof, duplicates of the seal may be kept and used by the Treasurer
or by an Assistant Secretary or Assistant Treasurer.

     Section 7.3  Reliance Upon Books, Reports and Records. Each director, each
                  ----------------------------------------
member of any committee designated by the Board of Directors, and each officer
of the Corporation shall, in the performance of his duties, be fully protected
in relying in good faith upon the books of account or other records of the
Corporation, including reports made to the Corporation by any of its officers,
by an independent certified public accountant, or by an appraiser selected with
reasonable care.

     Section 7.4  Fiscal Year. The fiscal year of the Corporation shall be as
                  -----------
fixed by the Board of Directors.

     Section 7.5  Time Periods. In applying any provision of these bylaws which
                  ------------
require that an act be done or not done a specified number of days prior to an
event or that an act be done during a period of a specified number of days prior
to an event, calendar days shall be used, the day of the doing of the act shall
be excluded, and the day of the event shall be included.

                                 ARTICLE VIII

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 8.1  Right to Indemnification. Each person who was or is made a
                  ------------------------
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
("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 is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, or of a Partnership, joint
venture, trust or other enterprise,

                                       12
<PAGE>

including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director, officer
or employee or in any other capacity while serving as a director, officer or
employee, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by Delaware Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said Law permitted the Corporation to provide prior to such amendment) against
all expenses, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties, amounts paid or to be paid in settlement and
amounts expended in seeking indemnification granted to such person under
applicable law, this bylaw or any agreement with the Corporation) 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,
officer or employee and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
Section 8.2 of this Article VIII, the Corporation shall indemnify any such
person seeking indemnity in connection with an action, suit or proceeding (or
part thereof) initiated by such person only if (a) such indemnification is
expressly required to be made by law, (b) the action, suit or proceeding (or
part thereof) was authorized by the Board of Directors of the Corporation, (c)
such indemnification is provided by the Corporation, in its sole discretion,
pursuant to the powers vested in the Corporation under the Delaware General
Corporation Law, or (d) the action, suit or proceeding (or part thereof) is
brought to establish or enforce a right to indemnification under an indemnity
agreement or any other statute or law or otherwise as required under Section 145
of the Delaware General Corporation Law. Such right shall be a contract right
and shall include the right to be paid by the Corporation expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, unless the Delaware General Corporation Law then so prohibits,
the payment of such expenses incurred by a director or officer of the
Corporation in his or her capacity as a director or officer (and not in any
other capacity in which service was or is tendered by such person while a
director or officer, including, without limitation. service to an employee
benefit plan) 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 Section or otherwise.

     Section 8.2  Right of Claimant to Bring Suit. If a claim under Section 8.1
                  -------------------------------
of this Article VIII is not paid in full by the Corporation within ninety (90)
days after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if such suit is not frivolous or brought in bad
faith, the claimant shall be entitled to be paid also the expense of prosecuting
such claim. The burden of proving such claim shall be on the claimant. It shall
be a defense to any such action (other then an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, has been tendered to this
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set

                                       13
<PAGE>

forth in the Delaware General Corporation Law, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that claimant
has not met the applicable standard of conduct.

     Section 8.3  Non-Exclusivity of Rights. The rights conferred on any person
                  -------------------------
in Sections 8.1 and 8.2 shall not be exclusive of any other right which such
persons may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

     Section 8.4  Indemnification Contracts. The Board of Directors is
                  -------------------------
authorized to enter into a contract 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 for indemnification rights equivalent to or, if the
Board of Directors so determines, greater than, those provided for in this
Article VIII.

     Section 8.5  Insurance. The Corporation shall maintain insurance to the
                  ---------
extent reasonably available, at its expense, to protect itself and any such
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.

     Section 8.6  Effect of Amendment. Any amendment, repeal or modification of
                  -------------------
any provision of this Article VIII by the stockholders and the directors of the
Corporation shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such amendment, repeal or
modification.

                                  ARTICLE IX

                                  AMENDMENTS

     Section 9.1  Amendment of Bylaws. The Board of Directors is expressly
                  -------------------
empowered to adopt, amend or repeal Bylaws of the Corporation. Any adoption,
amendment or repeal of Bylaws of the Corporation by the Board of Directors shall
require the approval of a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any resolution providing for adoption, amendment or repeal is
presented to the Board). The stockholders shall also have power to adopt, amend
or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of
Bylaws of the Corporation by the stockholders shall require, in addition to any
vote of the holders of any class or series of stock of the Corporation required
by law or by the Certificate of Incorporation, the affirmative vote of the
holders of at least sixty-six and two thirds percent (66-2/3%) of the voting
power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.

                                       14
<PAGE>

                           CERTIFICATE OF SECRETARY

     I hereby certify that I am the duly elected and acting Secretary of Extreme
Networks, Inc., a Delaware corporation (the "Corporation"), and that the
foregoing Bylaws, comprising sixteen (16) pages, constitute the Bylaws of the
Corporation as duly adopted by the unanimous written consent of the Board of
Directors of the Corporation.

     IN WITNESS WHEREOF, I have hereunto subscribed my name on April 17, 2001.


                                                  /s/ Vito Palermo
                                                  ----------------------------
                                                  Vito Palermo, Secretary

                                       15
