Bylaws – Omnicom Group Inc.

BY-LAWS
OF
OMNICOM GROUP INC.
A NEW YORK CORPORATION

(AS AMENDED AND RESTATED MAY 24, 2011)

ARTICLE I

MEETINGS OF SHAREHOLDERS

SECTION 1. Place of Meetings. All meetings of the shareholders of the
Corporation will be held at such places, within or outside of the State of New
York, as may be fixed from time to time by the Board of Directors.

SECTION 2. Annual Meeting. Commencing in the year 1988, the annual
meeting of shareholders will be held on such date and at such time as may be
fixed by the Board of Directors. At each annual meeting of shareholders the
shareholders will elect directors and transact such other business as may
properly be brought before the meeting. No shareholder shall have any right to
bring a matter before the shareholders for a vote at the annual meeting of
shareholders, unless such shareholder shall have given the Secretary of the
Corporation written notice of his intention to do so not less than 60 days prior
to the date set for the annual meeting. Such notice shall include the name and
address of the shareholder proposing to bring such matter before such meeting,
identify the matter proposed to be brought before the meeting and disclose the
shareholder153s interest in the proposed matter. No shareholder shall have any
right to propose or nominate a nominee for election to the Board of Directors of
the Corporation, unless such shareholder shall have given the Secretary of the
Corporation written notice of his intention to do so not less than 60 days
before the date set for the annual meeting. Such notice shall include as to each
nominee and such shareholder (i) the information as to such nominee and
shareholder

that would be required to be included in a proxy statement under the proxy
rules of the Securities and Exchange Commission if such shareholder were to
solicit proxies from all shareholders of the Corporation for the election of
such nominee as a director and such solicitation were one to which Rules 14a-3
to 14a-12 under the Securities Exchange Act of 1934, as amended, apply and (ii)
the information as to such nominee and shareholder specified in Schedule 14B
under the proxy rules of the Securities and Exchange Commission. If, at any such
meeting, a shareholder gives notice of intention to propose that action be taken
which would, if taken, entitle shareholders fulfilling the requirements of
Section 623 of the Business Corporation Law of New York (relating to the
procedure to enforce a shareholder153s right to receive payment for his shares) to
receive payment for their shares, such notice shall include a statement to that
effect.

SECTION 3. Notice of Annual Meeting. Written notice of each annual
meeting of shareholders stating the place, date and hour of the meeting, will be
given in the manner set forth in Article IV of these By-Laws not less than ten
nor more than fifty days before the date of the meeting to each shareholder
entitled to vote at the meeting.

SECTION 4. Special Meetings. Special meetings of shareholders may be
called at any time for any purpose or purposes, by the Board of Directors, or by
the President, and shall be called by the President or the Secretary upon the
written request of a majority of the Board of Directors. A request shall state
the purpose or purposes of the proposed meeting.

SECTION 5. Notice of Special Meeting. Notice of each special meeting
of shareholders will be given in the manner set forth in Article IV of these
By-Laws not less than ten nor more than fifty days before the date of the
meeting to each shareholder entitled to vote at the meeting.

Each notice will state the place, date and hour of the meeting, and the
purpose or purposes for which the meeting is called and indicate by whom it is
being called.

SECTION 6. Quorum. Except as otherwise required by law or the
Certificate of Incorporation, the presence in person or by proxy of the holders
of record of a majority of the shares entitled to vote at a meeting of
shareholders will be necessary, and will constitute a quorum, for the
transaction of business at that meeting. If a quorum is not present or
represented by proxy at any meeting of stockholders, the holders of a majority
of the shares entitled to vote at the meeting who are present in person or
represented by proxy may adjourn the meeting from time to time until a quorum is
present. An adjourned meeting may be held later without notice other than
announcement at the meeting, except that if after the adjournment a new record
date is fixed for the adjourned meeting, notice of the adjourned meeting shall
be given in the manner set forth in Article IV to each stockholder entitled to
vote at the adjourned meeting. At any adjourned meeting at which a quorum is
present any business may be transacted which might have been transacted at the
meeting as originally called.

SECTION 7. Qualification of Voters. The only persons entitled to
notice of or to vote at any meeting of shareholders will be the persons shown as
shareholders of the Corporation on the stock records of the Corporation on the
record date fixed by the Board of Directors, or, in the absence of a record
date, at the close of business on the date the notice of the meeting is given.

SECTION 8. Voting. At any meeting of shareholders each shareholder
having the right to vote shall be entitled to vote in person or by proxy. Except
as otherwise provided by law or the Certificate of Incorporation, each
shareholder will be entitled to one vote for each share of stock entitled to
vote standing in his name on the books of the Corporation. Except with respect

to the election of directors and as otherwise provided by law or in the
Certificate of Incorporation or these By-Laws, all matters will be determined by
the vote of the holders of a majority of the shares voting on it.

Except as otherwise provided by these By-Laws, a nominee for director shall
be elected by a majority of the votes cast in person or by proxy with respect to
such nominee153s election at any meeting that includes the election of directors
at which a quorum is present. For purposes of this Section, a majority of the
votes cast shall mean that the number of votes cast “for” a nominee153s election
exceeds the number of votes cast “against” that nominee153s election.
Notwithstanding the foregoing, a nominee for director shall be elected by a
plurality of the votes cast in person or by proxy at any meeting that includes
the election of directors at which a quorum is present if, as of the 10th day
preceding the date the Corporation first mails its notice of meeting for such
meeting to the shareholders of the Corporation, the number of nominees exceeds
the number of directors to be elected (a “Contested Election”), provided that
with respect to any nominee proposed or nominated by a shareholder, the
Secretary of the Corporation shall have received proper notice under Section 2
of this Article. For purposes of this Section, if plurality voting is applicable
to the election of directors at any meeting, the nominees who receive the
highest number of votes cast “for,” without regard to votes cast “against” or
“withhold,” shall be elected as directors up to the total number of directors to
be elected at that meeting. Abstentions and broker non-votes will not count as a
vote cast with respect to any election of directors.

In order for any incumbent director to become a nominee of the Board of
Directors for further service on the Board of Directors, such person must submit
an irrevocable resignation, contingent on (i) that person not receiving a
majority of the votes cast in an election that is not a

Contested Election, and (ii) acceptance of that resignation by the Board of
Directors in accordance with the policies and procedures adopted by the Board of
Directors for such purpose. If an incumbent director fails to receive a majority
of votes cast in an election that is not a Contested Election, the Governance
Committee shall recommend to the Board of Directors whether to accept or reject
the resignation of such incumbent director, or whether other action should be
taken. The Board shall act on the resignation, taking into account the
Governance Committee153s recommendation, and within 90 days after the date of
certification of the election results, the Board shall disclose its decision and
rationale regarding whether to accept the resignation (or the reasons for
rejecting the resignation, if applicable) in a press release, filing with the
Securities and Exchange Commission or by other public announcement. The director
whose resignation is under consideration may not participate in any deliberation
or vote of the Governance Committee or Board of Directors regarding his or her
resignation. Notwithstanding the foregoing, in the event that no nominee for
director receives a majority of the votes cast in an election that is not a
Contested Election, the members of the Governance Committee shall make a final
determination as to whether the Board shall accept any or all resignations,
including their own. The Governance Committee and the Board may consider any
factors and other information they deem appropriate and relevant in deciding
whether to accept a director153s resignation.

If an incumbent director fails to receive the required vote for re-election
in an election that is not a Contested Election and such director153s resignation
is not accepted by the Board, such director will continue to serve until the
expiration date of such director153s term in office or until such director153s
earlier removal pursuant to Article II, Section 3 of these By-Laws. If such
director153s resignation is accepted by the Board, or if a nominee for director is
not elected and the

nominee is not an incumbent director, then the Board may fill any resulting
vacancy pursuant to Article II, Section 4 of these By-Laws.

SECTION 9. Action Without a Meeting. Except as otherwise provided by
the Certificate of Incorporation, whenever the vote of shareholders is required
or permitted in connection with any corporate action, that action may be taken
without a meeting on written consent, setting forth the action so taken, signed
by the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.

The shareholder or shareholders proposing to take such action shall give
notice of the proposed action, which notice shall be in writing and delivered to
and received by the Secretary at the principal office of the Corporation not
less than ninety days before the proposed effective date of such action.

ARTICLE II

BOARD OF DIRECTORS

SECTION 1. Function. The Board of Directors will manage the business
of the Corporation, except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws.

SECTION 2. Number and Term of Office. The number of directors
constituting the entire Board of Directors will be such number, not less than
three nor more than twenty, as is determined by resolution of the Board of
Directors from time to time, unless all the shares are owned beneficially and of
record by less than three shareholders, in which event the number of directors
fixed by resolution of the Board may be less than three but not less than the
number of

shareholders. As used in these By-Laws, “entire Board of Directors” means the
total number of directors which the Corporation would have if there were no
vacancies. Except as provided in Section 4 of this Article, the directors will
be elected at the annual meetings of shareholders. The directors will be divided
into classes and elected for terms as provided in the Certificate of
Incorporation.

SECTION 3. Removal of Directors. Except as otherwise provided by law
no director shall be removed prior to the expiration date of his term of office,
as such date is defined in the Certificate of Incorporation of the Corporation,
except for cause and by the affirmative vote of a majority of the entire Board
of Directors or of the holders of the percentage of outstanding stock of the
Corporation entitled to vote as is set forth in the Certificate of Incorporation
of the Corporation. Except as may otherwise be provided by law, cause for
removal shall exist only if the director whose removal is proposed has been
convicted of a felony by a court of competent jurisdiction to be liable for acts
committed in bad faith or the result of active and deliberate dishonesty and
such acts were material to the cause of action so adjudicated, or acts in which
he personally gained a financial profit or other advantage to which he was not
legally entitled, or has been adjudicated mentally incompetent by a court of
competent jurisdiction.

SECTION 4. Vacancies. Newly created directorships resulting from an
increase in the number of directors and vacancies occurring in the Board may be
filled by the vote of a majority of the directors then in office, even if less
than a quorum exists. Each director so elected will hold office until the next
annual meeting of shareholders. Newly created directorships resulting from an
increase in the number of directors and vacancies occurring in the Board also
may be filled by the shareholders of the Corporation at the next annual meeting
or any special meeting

called for the purpose, and each director so elected will hold office for the
term provided in the Certificate of Incorporation.

SECTION 5. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his or her resignation to the Board of
Directors, the President or the Secretary of the Corporation. A resignation will
take effect at the time specified in the notice or, if no time is specified, at
the time the notice is given, and the acceptance of a resignation will not be
necessary to make it effective.

SECTION 6. Executive Committee and Other Committees. By the
affirmative vote of a majority of the entire Board, the Board of Directors may
designate from among its members an Executive Committee and other committees,
each consisting of at least three members. The Executive Committee will have all
the authority of the Board of Directors except as otherwise provided by Section
712 of the New York Business Corporation Law or other applicable statutes. Any
other committees will have such authority as the Board of Directors may provide.
The Board of Directors may designate one or more directors as alternate members
of the Executive Committee or any other committee to replace absent members.
Members of all committees will serve at the pleasure of the Board of Directors.

SECTION 7. Action by Unanimous Written Consent. Any action required or
permitted to be taken by the Board of Directors or any committee of the Board of
Directors may be taken without a meeting if all the members of the Board or the
committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents by the members of the Board or
committee shall be filed with the minutes of the proceedings of the Board or
committee.

SECTION 8. Participation by Telephone. Any director may participate in
a meeting of the Board of Directors or a committee by conference telephone or
similar communications equipment which allows all persons participating in the
meeting to hear each other at the same time. Participation by that means will
constitute presence in person at the meeting.

ARTICLE III

MEETINGS OF DIRECTORS

SECTION 1. First Meeting. The first meeting of each newly elected
Board of Directors will be held immediately following each annual meeting of
shareholders. If the meeting is held at the place of the meeting of
shareholders, no notice of the meeting need be given to the newly elected
directors. If the first meeting is not so held, it shall be held at a time and
place specified in a notice given in the manner provided for notice of special
meetings of the Board of Directors.

SECTION 2. Regular Meetings. Regular meetings of the Board of
Directors may be held upon such notice, or without notice, at such places and at
such times as may from time to time be designated by the Board of Directors. If
any day fixed for a regular meeting is a legal holiday at the place where the
meeting is to be held, the meeting will be held at that place at the same hour
on the next day which is not a legal holiday.

SECTION 3. Special Meetings; Notice. Special meetings of the Board of
Directors will be held whenever called by the President, or by the Secretary at
the written request of any two directors. Notice of each special meeting,
stating the time and place of the meeting, shall be given in the manner set
forth in Article IV of these By-Laws not less than forty-eight hours before the
time the meeting is to be held. A notice need not specify the purpose of any
meeting of the Board of Directors, unless otherwise provided by these By-Laws.

SECTION 4. Place of Meeting. The Board of Directors may hold its
meetings and keep the books and records of its proceedings at such place or
places within or outside of the State of New York as the Board may from time to
time determine.

SECTION 5. Quorum; Action by the Board. A majority of the entire board
will constitute a quorum for the transaction of business. Except as otherwise
provided by these By-Laws, or required by law, the affirmative vote of a
majority of the directors present at any meeting at which a quorum is present
will be required for the taking of an action by the Board of Directors. If a
quorum is not present at a meeting of the Board of Directors, a majority of the
directors present at the meeting may adjourn the meeting from time to time until
a quorum is present, without notice of the adjourned meeting other than
announcement at the meeting.

ARTICLE IV

NOTICES

SECTION 1. Notice to a Shareholder. Any notice to a shareholder must
be in writing and given personally, by telephone or by mail. If mailed, a notice
will be deemed given when deposited in the United States mail, postage prepaid,
directed to the shareholder at the address which appears on the Corporation153s
shareholder records or, if the shareholder filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, then addressed to him at that other address.

SECTION 2. Notice to a Director. Any notice to a director may be given
personally, by telephone or by mail, facsimile transmission, telegram, cable or
similar instrumentality. A notice will be deemed given when actually given in
person or by telephone or facsimile transmission, or three business days after
having been deposited in the United States mails or with the

communications company through which it is given, directed to the director at
his business address or at such other address as the director may have
designated to the Secretary of the Corporation as the address to which notices
should be sent.

SECTION 3. Waiver of Notice. Any person may waive notice of any
meeting by signing a written waiver, whether before or after the meeting. In
addition, attendance by a shareholder at a meeting in person or by proxy or
attendance by a director at a meeting will be deemed a waiver of notice. A
waiver of notice need not specify the purposes of the meeting.

ARTICLE V

OFFICERS

SECTION 1. Number. The officers of the Corporation will be a
President, a Chief Financial Officer, a Secretary, and a Comptroller, and the
Board of Directors may also elect a Chairman of the Board, a Vice Chairman of
the Board, one or more Vice Presidents (some of whom may be designated Executive
Vice Presidents or Senior Vice Presidents), a Treasurer, one or more Assistant
Secretaries, Assistant Comptrollers or Assistant Treasurers and such other
officers as it may from time to time deem advisable. Any two or more offices,
except the offices of President and Secretary, may be held by the same person.
No officers need be a director of the Corporation.

SECTION 2. Election and Term of Office. Each officer will be elected
by the Board of Directors and will hold office for such term, if any, as the
Board of Directors may determine. Any officer may be removed at any time, either
with or without cause, by the vote of a majority of the entire Board of
Directors.

SECTION 3. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President. A resignation will
take effect at the time specified in the notice or, if no time is specified, at
the time the notice is given. Acceptance of a resignation will not be necessary
to make it effective.

SECTION 4. Powers and Duties. The President will be the Chief
Executive Officer of the Corporation. The other officers will have the powers,
responsibilities and duties which are customary with regard to the respective
offices which they hold, as well as any other powers, responsibilities and
duties, and subject to any limitations, which the Board of Directors may specify
from time to time.

SECTION 5. Compensation. The Board of Directors will fix the
compensation of the chief executive officer, and subject to the discretion of
the Board of Directors, the chief executive officer shall have the right to fix
the compensation of all other officers and all employees of the Corporation.

ARTICLE VI

SHARES AND THEIR TRANSFER

SECTION 1. Certificates. The shares of stock of the Corporation will
be represented by certificates, in such form as the Board of Directors may from
time to time prescribe, except that the Board of Directors may provide that some
or all of any class or series of shares will be uncertificated shares. No
decision to have uncertificated shares will apply to shares represented by a
certificate until that certificate has been surrendered to the Corporation.

SECTION 2. Signatures on Certificates. Each certificate will be signed
by the President or a Vice President and the Secretary, the Comptroller or the
Treasurer or an Assistant Secretary,

Assistant Comptroller or Assistant Treasurer and will be sealed with the seal
of the Corporation. If certificates are countersigned by a transfer agent and
registered by a registrar, the signatures of the officers and the seal of the
Corporation may be in facsimile. If any officer who has signed or whose
facsimile signature has been placed upon a certificate ceases to hold that
office before the certificate is issued, it may nonetheless be issued by the
Corporation with the same effect as if he held the office at the date of issue.

SECTION 3. Lost or Destroyed Certificates. The Corporation may issue a
new certificate in place of any certificate issued by the Corporation which is
alleged to have been lost or destroyed. The Board of Directors may prescribe any
conditions precedent to the issuance of the new certificate which it deems
appropriate and may require a bond sufficient to indemnify the Corporation
against any claim that may be made against it with regard to the allegedly lost
or destroyed certificate or because of the issuance of the new certificate.

SECTION 4. Record Date. The Board of Directors may fix in advance a
date as the record date for determination of the shareholders entitled to notice
of or to vote at any meeting of shareholders, or to express consent to, or
dissent from, any proposal without a meeting, or to receive payment of any
dividend or allotment of any rights, or to take or be the subject of any other
action. A record date, will be not less than ten nor more than fifty days before
the date of the meeting to which it relates, nor more than fifty days before any
other action. A determination of shareholders entitled to notice of or to vote
at any meeting of shareholders which has been made as provided in this Section
will apply to any adjournment of that meeting, unless the Board of Directors
fixes a new record date for the adjourned meeting.

SECTION 5. Ownership. The Corporation will be entitled to treat a
person registered on its books as the owner of shares as the owner of those
share for all purposes, including the right to receive dividends, to vote, or to
exercise any other rights or privileges of an owner with regard to those shares.

SECTION 6. Rules and Regulations. The Board of Directors may make such
rules and regulations as it deems appropriate concerning the issue, transfer and
registration of certificates representing shares of stock of the Corporation.

ARTICLE VII

CORPORATE SEAL

The Board of Directors will provide a suitable seal containing the name of
the Corporation. The seal will be in the charge of the Secretary. A duplicate
seal may be kept and used.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation will end at the close of business on the
thirty-first day of December in each year.

ARTICLE IX

INDEMNIFICATION

SECTION 1. Indemnification : Third Party and Derivative Actions.

(a) The Corporation shall indemnify any person made, or threatened to be
made, a party to an action or proceeding (including, without limitation, one by
or in the right of the Corporation to procure a judgment in its favor), whether
civil or criminal,

including an action by or in the right of any other Corporation of any type
or kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the
Corporation served in any capacity at the request of the Corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
Corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise at the request of the
Corporation in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys153 fees actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, provided that no indemnification may be made to or on behalf of such
person if (i) his or her acts were committed in bad faith or were the result of
his or her active and deliberate dishonesty and were material to such action or
proceedings or (ii) he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.

(b) The termination of any such civil or criminal action or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not in itself create a presumption that any such person did
not act, in good faith, for a purpose which he or she reasonably believed to be
in, or, in the case of service for any other corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise, not opposed to,
the best interests of the Corporation or that he or she had reasonable cause to
believe that his or her conduct was unlawful.

SECTION 2. Other Indemnification. The Corporation may, to the fullest
extent permitted by law, indemnify or advance the expenses of any other person
including agents and

employees to whom the Corporation is permitted by law to provide
indemnification or advancement of expenses.

SECTION 3. Payment of Expenses in Advance. To the fullest extent
permitted by the New York Business Corporation Law, the Corporation will advance
to any person who may be entitled to indemnification under Sections 1 or 2 sums
with which to pay expenses incurred by that person in defending against the
claims, actions or proceedings for which such person may become entitled to
indemnification, upon receipt of an undertaking by or on behalf of such person
to repay the sums which are advanced if it is ultimately determined that such
person is not entitled to indemnification under Sections 1 or 2 to the extent
the sums which are advanced exceed the indemnification to which such person is
entitled.

SECTION 4. Enforcement; Defenses. The right to indemnification or
advancement of expenses granted by this Article shall be enforceable by the
person in any court of competent jurisdiction if the Corporation denies such
request, in whole or in part, or if no disposition thereof is made within 60
days. Such person153s expenses incurred in connection with successfully
establishing his or her right to indemnification, in whole or in part, in any
such action shall also be indemnified by the Corporation. It shall be a defense
to any such action (other than an action brought to enforce a claim for the
advancement of expenses under Section 3 of this Article where the required
undertaking has been received by the Corporation) that the claimant has
conducted himself or herself in a manner which would preclude the Corporation
from indemnifying him or her pursuant to Sections 1 or 2 of this Article, but
the burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, its independent
legal counsel, and its shareholders) to have made a determination that
indemnification of the claimant is proper in the circumstances, nor the fact
that there has been an

actual determination by the Corporation (including its Board of Directors,
its independent legal counsel, and its shareholders) that indemnification of the
claimant is not proper in the circumstances shall be a defense to the action or
create a presumption that the claimant is not entitled to indemnification.

SECTION 5. Survival; Savings Clause; Preservation of Other Rights.

(a) The foregoing indemnification provisions shall be deemed to be a contract
between the Corporation and each person who serves in such capacity at any time
while these provisions are in effect, and any repeal or modification of the New
York Business Corporation Law shall not affect any right or obligation then
existing with respect to any state of facts then or previously existing or any
action or proceeding previously or thereafter brought or threatened based in
whole or in part upon any such state of facts, except as provided by law. Such a
contract right may not be modified retroactively without the consent of such
person, except as provided by law.

(b) If this Article or any portion hereof shall be invalidated on any ground
by any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify each person against judgments, fines, amounts paid in settlement and
expenses (including attorneys153 fees) incurred in connection with any actual or
threatened action or proceeding, whether civil or criminal, including any actual
or threatened action by or in the right of the Corporation, or any appeal
therein, to the full extent permitted by any applicable portion of this Article
that shall not have been invalidated and to the full extent permitted by
applicable law.

(c) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any other

by-law, agreement, vote of shareholders or directors or otherwise, both as to
action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person. The Corporation is hereby authorized to
provide further indemnification if it deems advisable by resolution of
shareholders or directors, by amendment of these by-laws or by agreement.

SECTION 6. New York Business Corporation Law. All references to the
New York Business Corporation Law in this Article IX shall mean such Law as it
may from time to time be amended.

SECTION 7. Insurance. The Corporation may purchase and maintain
insurance to indemnify officers, directors and others against costs or
liabilities incurred by them in connection with the performance of their duties
and any activities undertaken by them for, or at the request of, the
Corporation, to the fullest extent permitted by the New York Business
Corporation Law.

ARTICLE X

SECURITY

The Board of Directors may require any officer, agent or employee to give
security for the faithful performance of his or her duties.

ARTICLE XI

AMENDMENTS

Any By-Law, including this Article XI, may be amended or repealed, in whole
or in part, and new by-laws may be adopted, only (i) by the affirmative vote of
the holders of a majority of

the votes cast for such action, or (ii) by the affirmative vote of a majority
of the entire Board of Directors.

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