{"id":41388,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amended-and-restated-bylaws.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-and-restated-bylaws","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/amended-and-restated-bylaws.html","title":{"rendered":"Amended and Restated Bylaws"},"content":{"rendered":"
AMENDED AND RESTATED <\/p>\n\n
BYLAWS <\/p>\n\n
OF <\/p>\n\n
HEWLETT-PACKARD COMPANY 
(A DELAWARE CORPORATION) <\/p>\n\n\n\n
ARTICLE I  <\/p>\n\n\n
CORPORATE OFFICES<\/u> <\/p>\n\n\n
    1.1        REGISTERED\nOFFICE<\/u>. The registered office of the corporation shall be fixed in the Certificate of\nIncorporation of the corporation.  <\/p>\n\n
     1.2        OTHER\nOFFICES<\/u>. The board of directors may at any time establish branch or subordinate\noffices at any place or places where the corporation is qualified to do business.  <\/p>\n\n
ARTICLE II  <\/p>\n\n
MEETINGS OF\nSTOCKHOLDERS<\/u> <\/p>\n\n
    2.1        PLACE\nOF MEETINGS<\/u>. Meetings of stockholders shall be held at any place within or outside\nthe State of Delaware designated by the board of directors. In the absence of any such\ndesignation, stockholders\u0092 meetings shall be held at the registered office of the\ncorporation.  <\/p>\n\n
    2.2        ANNUAL\nMEETING.<\/u>  <\/p>\n\n 
(a)       The\n  annual meeting of stockholders shall be held each year on a date and at a           time\n  designated by the board of directors. At the meeting, directors shall be\n            elected, and any other proper business may be transacted.<\/p>\n     
(b)        At\n  an annual           meeting of the stockholders, only such business shall be conducted as\n  shall have           been properly brought before the meeting. To be properly brought\n  before an           annual meeting, business must be: (i) specified in the notice of\n  meeting           (or any supplement thereto) given by or at the direction of the board\n  of           directors, (ii) otherwise properly brought before the meeting by or at\n  the           direction of the board of directors, or (iii) otherwise properly\n  brought           before the meeting by a stockholder of record at the time of giving\n  notice           provided for in these Bylaws, who is entitled to vote at the meeting and\n  who           complies with the notice procedures set forth in this Section 2.2. For\n            business to be properly brought before an annual meeting by a stockholder, the\n            stockholder must have given timely notice thereof in writing to the secretary\n  of           the corporation. To be timely, a stockholder\u0092s notice must be delivered\n    to           or mailed and received at the principal executive offices of the corporation\n              (A) not later than the close of business on the ninetieth (90th) day nor\n              earlier than the close of business on the one hundred twentieth (120th) day\n              prior to the first anniversary of the preceding year\u0092s meeting, or\n              (B) not less than the later of the close of business on the forty-fifth\n              (45th) day nor earlier than the close of business on the seventy-fifth (75th)\n              day prior to the first anniversary of the date on which the corporation first\n              sent or gave its proxy statement to stockholders for the preceding year\u0092s\n              annual meeting, whichever period described in clause (A) or (B) of this\n              sentence first occurs; provided, however, that in the event that no annual\n              meeting was held in the previous year or the date of the annual meeting is more\n              than thirty (30) days before or more than sixty (60) days after the anniversary\n              date of the previous year\u0092s meeting, notice by the stockholder to be\n    timely           must be so received not earlier than the close of business on the one\n    hundred           twentieth (120th) day prior to such meeting and not later than the\n    close of           business on the later of (x) the ninetieth (90th) day prior to\n    such meeting           and (y) the tenth (10) day following the date on which public\n    announcement           of the date of such meeting is first made. For purposes of this\n              Section 2.2, a \u0093public announcement\u0094 shall mean disclosure in a\n              press release reported by the Dow Jones News Service, Associated Press or a\n              comparable national news service or in a document publicly filed by the\n              corporation with the Securities and Exchange Commission. In no event shall the\n              public announcement of an adjournment of a stockholders meeting commence a new\n              time period for the giving of a stockholder\u0092s notice as described above. A\n              stockholder\u0092s notice to the secretary shall set forth as to each matter\n    the           stockholder proposes to bring before the annual meeting: (1) a brief\n              description of the business desired to be brought before the annual meeting and\n              the reasons for conducting such business at the annual meeting, (2) the\n              name and address, as they appear on the corporation\u0092s books, of the\n              stockholder proposing such business, (3) the class and number of shares of\n              the corporation which are beneficially owned by the stockholder, (4) any\n              material interest of the stockholder in such business, and (5) any other\n              information that is required to be provided by the stockholder pursuant to\n              Regulation 14A under the Securities Exchange Act of 1934, as amended (the\n          \u00931934 Act\u0094), in his capacity as a proponent to a stockholder\n    proposal.           Notwithstanding the foregoing, in order to include information with\n    respect to a           stockholder proposal in the proxy statement and form of proxy for\n    a           stockholder\u0092s meeting, stockholders must provide notice as required by\n    the           regulations promulgated under the 1934 Act. In addition, with respect to a\n              stockholder proposal, if the stockholder has provided the corporation a notice\n              as described above, the stockholder must have delivered a proxy statement and\n              form of proxy to holders of a sufficient number of shares to carry such\n    proposal           in order for such proposal to be properly presented. Notwithstanding\n    anything in           these Bylaws to the contrary, no business shall be conducted at any\n    annual           meeting except in accordance with the procedures set forth in this\n              paragraph (b). The chairman of the annual meeting shall, if the facts\n              warrant, determine and declare at the meeting that business was not properly\n              brought before the meeting and in accordance with the provisions of this\n              paragraph (b), and, if he or she should so determine, he or she shall so\n              declare at the meeting that any such business not properly brought before the\n              meeting shall not be transacted.<\/p>\n     
(c)       Only\n  persons who are nominated in accordance with the procedures set forth in           this\n  paragraph (c) shall be eligible for election as directors. Nominations           of\n  persons for election to the board of directors of the corporation may be made\n            at a meeting of stockholders by or at the direction of the board of directors\n  or           by any stockholder of record of the corporation at the time of giving notice\n            provided for in these Bylaws, who is entitled to vote in the election of\n            directors at the meeting and who complies with the notice procedures set forth\n            in this paragraph (c). Such nominations, other than those made by or at\n  the           direction of the board of directors, shall be made pursuant to timely\n  notice in           writing to the secretary of the corporation in accordance with the\n  provisions of           paragraph (b) of this Section 2.2. Such stockholder\u0092s\n  notice           shall set forth (i) as to each person, if any, whom the stockholder\n            proposes to nominate for election or re-election as a director: (A) the\n            name, age, business address and residence address of such person, (B) the\n            principal occupation or employment of such person, (C) the class and\n  number           of shares of the corporation which are beneficially owned by such\n  person,           (D) a description of all arrangements or understandings between\n  the           stockholder and each nominee and any other person or persons (naming such\n  person           or persons) pursuant to which the nominations are to be made by the\n  stockholder,           and (E) any other information relating to such person that is\n  required to           be disclosed in solicitations of proxies for elections of\n  directors, or is           otherwise required, in each case pursuant to Regulation 14A\n  under the 1934           Act (including without limitation such person\u0092s written\n  consent to being           named in the proxy statement, if any, as a nominee and to\n  serving as a director           if elected); (ii) as to such stockholder giving\n  notice, the information           required to be provided pursuant to paragraph (b)\n  of this Section 2.2;           and (iii) a written statement executed by such\n  nominee acknowledging that,           as a director of such corporation, such person will\n  owe a fiduciary duty, under           the General Corporation Law of the State of\n  Delaware, exclusively to the           corporation and its stockholders. In addition, if\n  the stockholder has provided           the corporation a notice as described above, the\n  stockholder must have delivered           a proxy statement and form of proxy to holders\n  of a sufficient number of shares           to elect such nominee in order for the\n  proposal to be properly nominated. At the           request of the board of directors or\n  the chairman of the board, any person           nominated by a stockholder for election\n  as a director shall furnish to the           secretary of the corporation that\n  information required to be set forth in the           stockholder\u0092s notice of\n  nomination which pertains to the nominee. No person           shall be eligible for\n  election as a director of the corporation unless nominated           in accordance with\n  the procedures set forth in this paragraph (c). The           chairman of the\n  meeting shall, if the facts warrants, determine and declare at           the meeting that\n  a nomination was not made in accordance with the procedures           prescribed by these\n  Bylaws, and if he or she should so determine, he or she           shall so declare at the\n  meeting, and the defective nomination shall be           disregarded.  <\/p>\n     \n\n\n\n
\n\n
    2.3        SPECIAL\nMEETING<\/u>. A special meeting of the stockholders           may be called at any time by\nthe board of directors, or by any of the following           persons with the concurrence\nof a majority of the board of directors: the           chairman of the board of\ndirectors, the chairman of the executive committee, or           the chief executive\nofficer, but such special meetings may not be called by any           other person or\npersons except as provided in Section 3.4 below. Only such           business shall be\nconsidered at a special meeting of stockholders as shall have           been stated in\nthe notice for such meeting.  <\/p>\n\n
    2.4        ORGANIZATION<\/u>.\nMeetings of           stockholders shall be presided over by the chairman of the board of\ndirectors,           if any, or in his or her absence by a person designated by the board\nof           directors, or, in the absence of a person so designated by the board of\n          directors, by the chief financial officer, if any, or in his or her absence by\n          the secretary, if any, or in his or her absence by a chairman chosen at the\n          meeting by the vote of a majority in interest of the stockholders present in\n          person or represented by proxy and entitled to vote thereat. The secretary, or\n          in his or her absence, an assistant secretary, or, in the absence of the\n          secretary and all assistant secretaries, a person whom the chairman of the\n          meeting shall appoint shall act as secretary of the meeting and keep a record\nof           the proceedings thereof.  <\/p>\n\n\n
    The board\nof directors of the corporation shall be entitled to make such rules or regulations for\nthe conduct of meetings of stockholders as it shall deem necessary, appropriate or\nconvenient. Subject to such rules and regulations of the board of directors, if any, the\nchairman of the meeting shall have the right and authority to prescribe such rules,\nregulations and procedures and to do all such acts as, in the judgment of such chairman,\nare necessary, appropriate or convenient for the proper conduct of the meeting,\nincluding, without limitation, establishing an agenda or order of business for the\nmeeting, rules and procedures for maintaining order at the meeting and the safety of\nthose present, limitations on participation in such meeting to stockholders of record of\nthe corporation and their duly authorized and constituted proxies, and such other persons\nas the chairman shall permit, restrictions on entry to the meeting after the time fixed\nfor the commencement thereof, limitations on the time allotted to questions or comments\nby participants and regulation of the opening and closing of the polls for balloting and\nmatters which are to be voted on by ballot. Unless and to the extent determined by the\nboard of directors or the chairman of the meeting, meetings of stockholders shall not be\nrequired to be held in accordance with rules of parliamentary procedure.  <\/p>\n\n
    2.5        NOTICE\nOF STOCKHOLDERS\u0092MEETINGS<\/u>. All notices of meetings of stockholders shall be sent\nor otherwise given in accordance with Section 2.6 of these Bylaws not less than ten\n(10) nor more than sixty (60) days before the date of the meeting. The notice shall\nspecify the place, date, and hour of the meeting and (i) in the case of a special\nmeeting, the general nature of the business to be transacted (no business other than that\nspecified in the notice may be transacted) or (ii) in the case of the annual\nmeeting, those matters which the board of directors, at the time of giving the notice,\nintends to present for action by the stockholders (but any proper matter may be presented\nat the meeting for such action). The notice of any meeting at which directors are to be\nelected shall include the name of any nominee or nominees who, at the time of the notice,\nthe board of directors intends to present for election. Any previously scheduled meeting\nof the stockholders may be postponed, and (unless the Certificate of Incorporation\notherwise provides) any special meeting of the stockholders may be cancelled, by\nresolution of the board of directors upon public notice given prior to the date\npreviously scheduled for such meeting of stockholders.  <\/p>\n\n
    2.6        MANNER\nOF GIVING NOTICE; AFFIDAVIT OF NOTICE<\/u>. Notice of any meeting of stockholders shall be\ngiven either personally or by mail, telecopy, telegram or other electronic or wireless\nmeans. Notices not personally delivered shall be sent postage or charges prepaid and\nshall be addressed to the stockholder at the address of that stockholder appearing on the\nbooks of the corporation or given by the stockholder to the corporation for the purpose\nof notice. Notice shall be deemed to have been given at the time when delivered\npersonally or deposited in the mail or sent by telecopy, telegram or other electronic or\nwireless means.  <\/p>\n\n
    An affidavit\nof the mailing or other means of giving any notice of any stockholders\u0092meeting,\nexecuted by the secretary, assistant secretary or any transfer agent of the corporation\ngiving the notice, shall be prima facie evidence of the giving of such notice or report.  <\/p>\n\n
    2.7        QUORUM<\/u>.\nThe holders of a majority in voting power of the stock issued and outstanding and\nentitled to vote thereat, present in person or represented by proxy, shall constitute a\nquorum at all meetings of the stockholders for the transaction of business except as\notherwise provided by statute or the Certificate of Incorporation. If, however, such\nquorum is not present or represented at any meeting of the stockholders, then either (i) the\nchairman of the meeting or (ii) the stockholders by the vote of the holders of a\nmajority of the stock present in person or represented by proxy at the meeting, shall\nhave power to adjourn the meeting from time to time in accordance with Section 2.8,\neach without notice other than announcement at the meeting, until a quorum is present or\nrepresented. At such adjourned meeting at which a quorum is present or represented, any\nbusiness may be transacted that might have been transacted at the meeting as originally\nnoticed.  <\/p>\n\n
    When a\nquorum is present at any meeting, the vote of the holders of a majority of the stock\nhaving voting power present in person or represented by proxy shall decide any question\nbrought before such meeting, unless the question is one upon which, by express provision\nof the laws of the State of Delaware or of the Certificate of Incorporation or these\nBylaws, a vote of a greater number or voting by classes is required, in which case such\nexpress provision shall govern and control the decision of the question.  <\/p>\n\n
    If a\nquorum be initially present, the stockholders may continue to transact business until\nadjournment, notwithstanding the withdrawal of enough stockholders to leave less than a\nquorum.  <\/p>\n\n
    2.8        ADJOURNED\nMEETING; NOTICE<\/u>. Any meeting of stockholders, annual or special, whether or not a\nquorum is present, may be adjourned for any reason from time to time by either (i) the\nchairman of the meeting or (ii) the stockholders by the vote of the holders of a\nmajority of the stock represented at the meeting, either in person or by proxy. In the\nabsence of a quorum, no other business may be transacted at that meeting except as\nprovided in Section 2.7 of these Bylaws.  <\/p>\n\n\n
    When any\nmeeting of stockholders, either annual or special, is adjourned to another time or place,\nnotice need not be given of the adjourned meeting if the time and place are announced at\nthe meeting at which the adjournment is taken. However, if a new record date for the\nadjourned meeting is fixed or if the adjournment is for more than thirty (30) days from\nthe date set for the original meeting, then notice of the adjourned meeting shall be\ngiven. Notice of any such adjourned meeting shall be given to each stockholder of record\nentitled to vote at the adjourned meeting in accordance with the provisions of Sections\n2.5 and 2.6 of these Bylaws. At any adjourned meeting the corporation may transact any\nbusiness which might have been transacted at the original meeting.  <\/p>\n\n
    2.9        VOTING<\/u>.\nThe stockholders entitled to vote at any meeting of stockholders shall be determined in\naccordance with the provisions of Section 2.12 of these Bylaws, subject to the\nprovisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating\nto voting rights of fiduciaries, pledgers and joint owners, and to voting trusts and\nother voting agreements).  <\/p>\n\n
    Except as\nmay be otherwise provided in the Certificate of Incorporation, by these Bylaws or\nrequired by law, each stockholder shall be entitled to one vote for each share of capital\nstock held by such stockholder.  <\/p>\n\n
    Any stockholder\nentitled to vote on any matter may vote part of the shares in favor of the proposal and\nrefrain from voting the remaining shares or, except when the matter is the election of\ndirectors, may vote them against the proposal; but if the stockholder fails to specify\nthe number of shares which the stockholder is voting affirmatively, it will be\nconclusively presumed that the stockholder\u0092s approving vote is with respect to all\nshares which the stockholder is entitled to vote.  <\/p>\n\n
    2.10        VALIDATION\nOF MEETINGS; WAIVER OF NOTICE; CONSENT<\/u>. The transactions of any meeting of\nstockholders, either annual or special, however called and noticed, and wherever held,\nshall be as valid as though they had been taken at a meeting duly held after regular call\nand notice, if a quorum be present either in person or by proxy.  <\/p>\n\n
    Attendance by\na person at a meeting shall also constitute a waiver of notice of and presence at that\nmeeting, except when the person objects at the beginning of the meeting to the\ntransaction of any business because the meeting is not lawfully called or convened.\nAttendance at a meeting is not a waiver of any right to object to the consideration of\nmatters required by law to be included in the notice of the meeting but not so included,\nif that objection is expressly made at the meeting.  <\/p>\n\n
    2.11        ACTION\nBY WRITTEN CONSENT<\/u>. Subject to the rights of the holders of the shares of any series\nof Preferred Stock or any other class of stock or series thereof having a preference over\nthe Common Stock as to dividends or upon liquidation, any action required or permitted to\nbe taken by the stockholders of the corporation must be effected at a duly called annual\nor special meeting of stockholders of the corporation and may not be effected by any\nconsent in writing by such stockholders.  <\/p>\n\n\n
    2.12        RECORD\nDATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS<\/u>. For purposes of determining the\nstockholders entitled to notice of any meeting or to vote thereat, the board of directors\nmay fix, in advance, a record date, which shall not be more than sixty (60) days nor less\nthan ten (10) days before the date of any such meeting, and in such event only\nstockholders of record on the date so fixed are entitled to notice and to vote,\nnotwithstanding any transfer of any shares on the books of the corporation after the\nrecord date, except as otherwise provided in the Certificate of Incorporation, by these\nBylaws, by agreement or by applicable law.  <\/p>\n\n
    If the\nboard of directors does not so fix a record date, the record date for determining\nstockholders entitled to notice of or to vote at a meeting of stockholders shall be at\nthe close of business on the business day next preceding the day on which notice is\ngiven, or, if notice is waived, at the close of business on the business day next\npreceding the day on which the meeting is held.  <\/p>\n\n
    A determination\nof stockholders of record entitled to notice of or to vote at a meeting of stockholders\nshall apply to any adjournment of the meeting unless the board of directors fixes a new\nrecord date for the adjourned meeting, but the board of directors shall fix a new record\ndate if the meeting is adjourned for more than thirty (30) days from the date set for the\noriginal meeting.  <\/p>\n\n
    The record\ndate for any other purpose shall be as provided in Section 8.1 of these Bylaws. <\/p>\n\n
    2.13        PROXIES<\/u>.\nEvery person entitled to vote for directors, or on any other matter, shall have the right\nto do so either in person or by one or more agents authorized by a written proxy, which\nmay be in the form of a telegram, cablegram, or other means of electronic transmission,\nsigned by the person and filed with the secretary of the corporation, but no such proxy\nshall be voted or acted upon after three (3) years from its date, unless the proxy\nprovides for a longer period. A proxy shall be deemed signed if the stockholder\u0092s\nname is placed on the proxy (whether by manual signature, typewriting, telegraphic\ntransmission or otherwise) by the stockholder or the stockholder\u0092s attorney-in-fact.\nA duly executed proxy shall be irrevocable if it states that it is irrevocable and if,\nand only as long as, it is coupled with an interest sufficient in law to support an\nirrevocable power. A stockholder may revoke any proxy which is not irrevocable by\nattending the meeting and voting in person or by filing an instrument in writing revoking\nthe proxy or by filing another duly executed proxy bearing a later date with the\nsecretary of the corporation.  <\/p>\n\n
    A proxy\nis not revoked by the death or incapacity of the maker unless, before the vote is\ncounted, written notice of such death or incapacity is received by the corporation.  <\/p>\n\n
    2.14        INSPECTORS\nOF ELECTION<\/u>. Before any meeting of stockholders, the board of directors shall appoint\nan inspector or inspectors of election to act at the meeting or its adjournment. The\nnumber of inspectors shall be either one (1) or three (3). If any person appointed as\ninspector fails to appear or fails or refuses to act, then the chairman of the meeting\nmay, and upon the request of any stockholder or a stockholder\u0092s proxy shall, appoint\na person to fill that vacancy.  <\/p>\n\n
    Such inspectors\nshall: <\/p>\n\n(a)       determine\nthe number of shares outstanding and the voting power of each, the           number of\nshares represented at the meeting, the existence of a quorum, and the\n          authenticity, validity, and effect of proxies; 
\n\n(b)        receive\nvotes, ballots or consents;  \n\n
\n\n\n\n    (c)        hear\nand determine all challenges and questions in any way arising in connection with the\nright to vote;  
\n\n\n\n    (d)        count\nand tabulate all votes or consents;  
\n\n\n\n\n    (e)        determine\nwhen the polls shall close;  
\n\n\n\n    (f)        determine\nthe result; and  
\n\n(g)        do\nany other acts that may be proper to conduct the election or vote with fairness to all\nstockholders. \n
\n\n\n\n\n
    The inspectors\nof election shall perform their duties impartially, in good faith, to the best of their\nability and as expeditiously as is practical. If there are three (3) inspectors of\nelection, the decision, act or certificate of a majority is effective in all respects as\nthe decision, act or certificate of all. Any report or certificate made by the inspectors\nof election is prima facie evidence of the facts stated therein.  <\/p>\n\n
ARTICLE III  <\/p>\n\n
DIRECTORS<\/u> <\/p>\n\n
    3.1        POWERS<\/u>.\nSubject to the provisions of the General Corporation Law of Delaware and to any\nlimitations in the Certificate of Incorporation or these Bylaws relating to action\nrequired to be approved by the stockholders or by the outstanding shares, the business\nand affairs of the corporation shall be managed and shall be exercised by or under the\ndirection of the board of directors. In addition to the powers and authorities these\nBylaws expressly confer upon them, the board of directors may exercise all such powers of\nthe corporation and do all such lawful acts and things as are not by the General\nCorporation Law of Delaware or by the Certificate of Incorporation or by these Bylaws\nrequired to be exercised or done by the stockholders.  <\/p>\n\n
    3.2        NUMBER\nAND TERM OF OFFICE<\/u>. The authorized number of directors shall be not less than eight\n(8) nor more than seventeen (17). Within such limits, the exact number of directors shall\nbe nine (9).<\/p>\n\n
    3.3        ELECTION\nAND TERM OF OFFICE OF DIRECTORS<\/u>. Except as provided in Section 3.4 of these\nBylaws, at each annual meeting of stockholders, directors elected to succeed those\ndirectors whose terms then expire shall be elected for a term of office to expire at the\nsucceeding annual meeting of stockholders after their election, with each director to\nhold office until such director\u0092s successor shall have been duly elected and\nqualified. <\/p>\n\n
    Directors need\nnot be stockholders unless so required by the Certificate of Incorporation or by these\nBylaws, wherein other qualifications for directors may be prescribed. Each director,\nincluding a director elected to fill a vacancy, shall hold office until his successor is\nelected and qualified or until his earlier resignation or removal.  <\/p>\n\n
    Election\nof directors at all meetings of the stockholders at which directors are to be elected\nshall be by ballot, and, a plurality of the votes cast thereat shall elect directors.  <\/p>\n\n
    3.4        RESIGNATION\nAND VACANCIES<\/u>. Any director may resign effective on giving written notice to the\nchairman of the board of directors, the secretary or the entire board of directors,\nunless the notice specifies a later time for that resignation to become effective. If the\nresignation of a director is effective at a future time, the board of directors may elect\na successor to take office when the resignation becomes effective. <\/p>\n\n
    Unless\notherwise provided in the Certificate of Incorporation or by these Bylaws, vacancies in\nthe board of directors may be filled by a majority of the remaining directors, even if\nless than a quorum, or by a sole remaining director; however, a vacancy created by the\nremoval of a director by the vote of the stockholders or by court order may be filled only\nby the affirmative vote of a majority of the voting power of shares represented and voting\nat a duly held meeting at which a quorum is present (which shares voting affirmatively\nalso constitute a majority of the required quorum). Each director so elected shall hold\noffice until the next annual meeting of the stockholders and until a successor has been\nelected and qualified. <\/p>\n\n
    Unless otherwise\nprovided in the Certificate of Incorporation or these Bylaws:  <\/p>\n\n(i)       Vacancies\nand newly created directorships resulting from any increase in the           authorized\nnumber of directors elected by all of the stockholders having the           right to vote\nas a single class may be filled by a majority of the directors           then in office,\nalthough less than a quorum, or by a sole remaining director.           \n
\n(ii)       Whenever\nthe holders of any class or classes of stock or series thereof are           entitled to\nelect one or more directors by the provisions of the Certificate of\n          Incorporation, vacancies and newly created directorships of such class or\n          classes or series may be filled by a majority of the directors elected by such\n          class or classes or series thereof then in office, or by a sole remaining\n          director so elected.  \n
\n\n
        Any\ndirectors chosen pursuant to this Section 3.4 shall hold office for a term expiring\nat the next annual meeting of stockholders and until such director\u0092s successor shall\nhave been duly elected and qualified. <\/p>\n\n
        If\nat any time, by reason of death or resignation or other cause, the corporation should have\nno directors in office, then any officer or any stockholder or an executor, administrator,\ntrustee or guardian of a stockholder, or other fiduciary entrusted with like\nresponsibility for the person or estate of a stockholder, may call a special meeting of\nstockholders in accordance with the provisions of the Certificate of Incorporation or\nthese Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an\nelection as provided in Section 211 of the General Corporation Law of Delaware. <\/p>\n\n
        If,\nat the time of filling any vacancy or any newly created directorship, the directors then\nin office constitute less than a majority of the whole board of directors (as constituted\nimmediately prior to any such increase), then the Court of Chancery may, upon application\nof any stockholder or stockholders holding at least ten percent (10%) of the total number\nof the then outstanding shares having the right to vote for such directors, summarily\norder an election to be held to fill any such vacancies or newly created directorships, or\nto replace the directors chosen by the directors then in office as aforesaid, which\nelection shall be governed by the provisions of Section 211 of the General\nCorporation Law of Delaware as far as applicable. <\/p>\n\n
    3.5        REMOVAL<\/u>.\nUnless otherwise restricted by statute, by the Certificate of Incorporation or by these\nBylaws, any director or the entire board of directors may be removed, with or without\ncause, by the holders of a majority of the shares then entitled to vote at an election of\ndirectors; provided, however, that, if and so long as stockholders of the corporation are\nentitled to cumulative voting, if less than the entire board of directors is to be\nremoved, no director may be removed without cause if the votes cast against his removal\nwould be sufficient to elect him if then cumulatively voted at an election of the entire\nboard of directors.  <\/p>\n\n
    3.6        PLACE\nOF MEETINGS; MEETINGS BY TELEPHONE<\/u>. Regular meetings of the board of directors may be\nheld at any place within or outside the State of Delaware that has been designated from\ntime to time by resolution of the board of directors. In the absence of such a\ndesignation, regular meetings shall be held at the principal executive office of the\ncorporation. Special meetings of the board of directors may be held at any place within\nor outside the State of Delaware that has been designated in the notice of the meeting\nor, if not stated in the notice or if there is no notice, at the principal executive\noffice of the corporation.  <\/p>\n\n
        Any\nmeeting, regular or special, may be held by conference telephone or similar communication\nequipment, so long as all directors participating in the meeting can hear one another; and\nall such directors shall be deemed to be present in person at the meeting. <\/p>\n\n
    3.7        REGULAR\nMEETINGS<\/u>. Regular meetings of the board of directors may be held without notice if\nthe times of such meetings are fixed by the board of directors.  <\/p>\n\n
    3.8        SPECIAL\nMEETINGS; NOTICE<\/u>. Special meetings of the board of directors for any purpose or\npurposes may be called at any time by the chairman of the board of directors, the\nchairman of the executive committee, the chief executive officer, the secretary or a\nmajority of the members of the board of directors then in office.  <\/p>\n\n
        The\nperson or persons authorized to call special meetings of the board of directors may fix\nthe place and time of the meetings. The secretary or any assistant secretary shall give\nnotice of any special meeting to each director personally or by telephone to each director\nor sent by first-class mail, courier service or telegram, telecopy or other electronic or\nwireless means, postage or charges prepaid, addressed to each director at that\ndirector\u0092s address as it is shown on the records of the corporation or if the address\nis not readily ascertainable, notice shall be addressed to the director at the city or\nplace in which the meetings of directors are regularly held. If the notice is by mail,\nsuch notice shall be deposited in the United States mail at least four (4) days prior to\nthe time set for such meeting. If the notice is by telegram, overnight mail or courier\nservice, such notice shall be deemed adequately delivered when the telegram is delivered\nto the telegram company or the notice is delivered to the overnight mail or courier\nservice company at least twenty-four (24) hours prior to the time set for such meeting. If\nthe notice is by facsimile transmission or other electronic means, such notice shall be\ndeemed adequately delivered when the notice is transmitted at least twenty-four (24) hours\nprior to the time set for such meeting. If the notice is by telephone or by hand delivery,\nsuch notice shall be deemed adequately delivered when the notice is given at least\ntwenty-four (24) hours prior to the time set for such meeting. Any oral notice given\npersonally or by telephone may be communicated either to the director or to a person at\nthe office of the director who the person giving the notice has reason to believe will\npromptly communicate it to the director. If the meeting is to be held at the principal\nexecutive office of the corporation, the notice need not specify the purpose or the place\nof the meeting. Moreover, a notice of special meeting need not state the purpose of such\nmeeting, and, unless indicated in the notice thereof, any and all business may be\ntransacted at a special meeting.  <\/p>\n\n
    3.9        QUORUM<\/u>.\nA majority of the authorized number of directors shall constitute a quorum for the\ntransaction of business, except to fill vacancies in the board of directors as provided\nin Section 3.4 and to adjourn as provided in Section 3.11 of these Bylaws.\nEvery act or decision done or made by a majority of the directors present at a duly held\nmeeting at which a quorum is present shall be regarded as the act of the board of\ndirectors, subject to the provisions of the Certificate of Incorporation and applicable\nlaw. <\/p>\n\n
        A\nmeeting at which a quorum is initially present may continue to transact business,\nnotwithstanding the withdrawal of enough directors to leave less than a quorum, upon\nresolution of at least a majority of the required quorum for that meeting prior to the\nloss of such quorum. <\/p>\n\n
    3.10        WAIVER\nOF NOTICE<\/u>. Notice of a meeting need not be given to any director (i) who signs a\nwaiver of notice or a consent to holding the meeting or an approval of the minutes\nthereof, whether before or after the meeting, or (ii) who attends the meeting\nwithout protesting, prior thereto or at its commencement, the lack of notice to such\ndirectors. The transactions of any meeting of the board of directors, however called and\nnoticed or wherever held, are as valid as though had at a meeting duly held after regular\ncall and notice if a quorum is present and if, either before or after the meeting, each\nof the directors not present signs a written waiver of notice. All such waivers shall be\nfiled with the corporate records or made part of the minutes of the meeting. A waiver of\nnotice need not specify the purpose of any regular or special meeting of the board of\ndirectors.  <\/p>\n\n
    3.11        ADJOURNMENT<\/u>.\nA majority of the directors present, whether or not constituting a quorum, may adjourn\nany meeting to another time and place.  <\/p>\n\n
    3.12        NOTICE\nOF ADJOURNMENT<\/u>. Notice of the time and place of holding an adjourned meeting need not\nbe given if announced unless the meeting is adjourned for more than twenty-four (24)\nhours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of\nthe time and place of the adjourned meeting shall be given before the adjourned meeting\ntakes place, in the manner specified in Section 3.8 of these Bylaws, to the\ndirectors who were not present at the time of the adjournment.  <\/p>\n\n
    3.13        BOARD\nACTION BY WRITTEN CONSENT WITHOUT A MEETING<\/u>. Any action required or permitted to be\ntaken by the board of directors may be taken without a meeting, provided that all members\nof the board of directors individually or collectively consent in writing to that action.\nSuch action by written consent shall have the same force and effect as a unanimous vote\nof the board of directors. Such written consent and any counterparts thereof shall be\nfiled with the minutes of the proceedings of the board of directors.  <\/p>\n\n
    3.14        ORGANIZATION<\/u>.\nMeetings of the board of directors shall be presided over by the chairman of the board of\ndirectors, if any. In his or her absence, a majority of the directors present at the\nmeeting, assuming a quorum, shall designate a president pro tem of the meeting who, if\nany such person be present, shall be a chairman of a committee of the board of directors\nand who shall preside at the meeting. The secretary shall act as secretary of the\nmeeting, but in his or her absence the chairman of the meeting may appoint any person to\nact as secretary of the meeting.  <\/p>\n\n
    3.15        FEES\nAND COMPENSATION OF DIRECTORS<\/u>. Directors and members of committees may receive such\ncompensation, if any, for their services and such reimbursement of expenses as may be\nfixed or determined by resolution of the board of directors. This Section 3.15 shall\nnot be construed to preclude any director from serving the corporation in any other\ncapacity as an officer, agent, employee or otherwise and receiving compensation for those\nservices.  <\/p>\n\n
    3.16        EXECUTIVE\nSESSION<\/u>. It is the intent of the board of directors that the members of the board of\ndirectors who are not employees of the corporation shall confer in executive session at\nleast annually. Such independent directors may confer in additional executive sessions\nfrom time to time throughout the year, as determined by a majority of such independent\ndirectors.  <\/p>\n\n
ARTICLE IV  <\/p>\n\n
COMMITTEES<\/u> <\/p>\n\n
    4.1        COMMITTEES\nOF DIRECTORS<\/u>. The board of directors may designate one (1) or more committees, each\nconsisting of two or more directors, to serve at the pleasure of the board of directors.\nThe board of directors may designate one (1) or more directors as alternate members of\nany committee, who may replace any absent member at any meeting of the committee. Any\ncommittee, to the extent provided in the resolution of the board of directors, shall have\nall the authority of the board of directors, but no such committee shall have the power\nor authority to (i) approve or adopt or recommend to the stockholders any action or\nmatter that requires the approval of the stockholders or (ii) adopt, amend or repeal\nany Bylaw of the corporation.  <\/p>\n
    4.2        MEETINGS\nAND ACTION OF COMMITTEES<\/u>. Meetings and actions of committees shall be governed by,\nand held and taken in accordance with, the provisions of Article III of these Bylaws,\nSection 3.6 (place of meetings), Section 3.7 (regular meetings), Section 3.8\n(special meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of\nnotice), Section 3.11 (adjournment), Section 3.12 (notice of adjournment), and\nSection 3.13 (action without meeting), with such changes in the context of those\nBylaws as are necessary to substitute the committee and its members for the board of\ndirectors and its members; provided, however, that the time of regular meetings of\ncommittees may be determined either by resolution of the board of directors or by\nresolution of the committee, that special meetings of committees may also be called by\nresolution of the board of directors, and that notice of special meetings of committees\nshall also be given to all alternate members, who shall have the right to attend all\nmeetings of the committee. The board of directors may adopt rules for the government of\nany committee not inconsistent with the provisions of these Bylaws.  <\/p>\n\n
    4.3        EXECUTIVE\nCOMMITTEE<\/u>. In the event that the board of directors appoints an executive committee,\nsuch executive committee, in all cases in which specific directions to the contrary shall\nnot have been given by the board of directors, shall have and may exercise, during the\nintervals between the meetings of the board of directors, all the powers and authority of\nthe board of directors in the management of the business and affairs of the corporation\n(except as provided in Section 4.1 hereof) in such manner as the executive committee\nmay deem in the best interests of the corporation.  <\/p>\n\n
ARTICLE V  <\/p>\n\n
OFFICERS<\/u> <\/p>\n\n
    5.1        OFFICERS<\/u>.\nThe officers of the corporation shall consist of a chief executive officer, one or more\nvice presidents, a secretary and a chief financial officer who shall be elected by the\nboard of directors and such other officers, including but not limited to a chairman of\nthe board of directors, a chairman of the executive committee, a president and a\ntreasurer, as the board of directors shall deem expedient, who shall be elected in such\nmanner and hold their offices for such terms as the board of directors may prescribe. Any\ntwo of such offices may be held by the same person. The board of directors may designate\none or more elected vice presidents as executive vice presidents or senior vice\npresidents. The board of directors may from time to time designate the chief executive\nofficer, president or any executive vice president as the chief operating officer of the\ncorporation.  <\/p>\n\n
    5.2               ELECTION\nOF OFFICERS<\/u>. In addition to officers elected by the board of directors in accordance\nwith Sections 5.1 and 5.3, the corporation may have one or more appointed non-corporate\nvice presidents, who may not be executive officers for purposes of Section 16 of the 1934\nAct (\u0093non-corporate vice presidents\u0094). Such non-corporate vice presidents may\nbe appointed by the board of directors, the chairman of the board of directors or the\nchief executive officer and shall have such duties as may be established by the board of\ndirectors, the chairman of the board of directors or the chief executive officer. The\nboard of directors may designate one or more appointed non-corporate vice presidents as\nexecutive vice presidents or senior vice presidents. Non-corporate vice presidents\nappointed pursuant to this Section 5.2 may be removed in accordance with Section 5.4.  <\/p>\n\n
    5.3        TERMS\nOF OFFICE AND COMPENSATION<\/u>. The term of office and salary of each of said officers\nand the manner and time of the payment of such salaries shall be fixed and determined by\nthe board of directors and may be altered by said board of directors from time to time at\nits pleasure, subject to the rights, if any, of said officers under any contract of\nemployment.  <\/p>\n\n
    5.4        REMOVAL;\nRESIGNATION OF OFFICERS AND VACANCIES<\/u>. Any officer of the corporation may be removed\nat the pleasure of the board of directors at any meeting or at the pleasure of any\nofficer who may be granted such power by a resolution of the board of directors. Any\nofficer may resign at any time upon written notice to the corporation without prejudice\nto the rights, if any, of the corporation under any contract to which the officer is a\nparty. If any vacancy occurs in any office of the corporation, the board of directors may\nelect a successor to fill such vacancy for the remainder of the unexpired term and until\na successor is duly chosen and qualified.  <\/p>\n\n
    5.5        CHAIRMAN\nOF THE BOARD<\/u>. The chairman of the board of directors, if such an officer be elected,\nshall, if present, preside at meetings of the board of directors and stockholders; and\nmay call meetings of the stockholders and also of the board of directors to be held,\nsubject to the limitations prescribed by law or by these Bylaws, at such times and at\nsuch places as the chairman of the board of directors may deem proper. The chairman of\nthe board of directors shall have the power to sign certificates for shares of stock of\nthe corporation and shall exercise and perform such other duties as may from time to time\nbe agreed to by the board of directors. The chairman of the board of directors shall\nreport to the board of directors.  <\/p>\n\n
    5.6        \nINTENTIONALLY OMITTED. <\/u><\/p>\n\n
    5.7        \nCHAIRMAN OF EXECUTIVE COMMITTEE.<\/u>   The chairman of the executive committee, if there be one, shall have the power to call\nmeetings of the stockholders and also of the board of directors to be held subject to the limitations prescribed by law or by\nthese Bylaws, at such times and at such places as the chairman of the executive committee shall deem proper.  The chairman of\nthe executive committee shall have such other powers and be subject to such other duties as the board of directors may from\ntime to time prescribe.<\/p>\n\n\n
    5.8        CHIEF\nEXECUTIVE OFFICER.  The powers and duties of the chief executive officer are: (<\/p>\n\n\n(a)       To\nhave and provide general supervision, direction and control of the corporation\u0092s\nbusiness and its officers;  \n
\n\n(b)        To\ncall meetings of the board           of directors to be held, subject to the limitations\nprescribed by law or by           these Bylaws, at such times and at such places as the\nchief executive officer           shall deem proper; 
\n(c)        To\naffix the signature of the corporation to all deeds,           conveyances, mortgages,\nleases, obligations, bonds, certificates and other           papers and instruments in\nwriting (\u0093Contracts\u0094) which have been           authorized by the board of\ndirectors or which, in the judgment of the chief           executive officer, should be\nexecuted on behalf of the corporation;  \n
\n\n\n\n(d)        In\nthe           event that the chairman of the board has not otherwise signed certificates\nfor           shares of stock of the corporation, to sign such certificates;  \n\n
\n\n\n(e)        To\ndelegate           the power to affix the signature of the corporation to Contracts to\nother           officers of the corporation; and \n
\n\n(f)        To\nhave such other powers and be subject to           such other duties as the board of\ndirectors may from time to time prescribe. \n
\n\n
        In\ncase of the disability or death of the chief executive officer, the board of directors\nshall meet promptly to confer the powers of the chief executive officer on another elected\nofficer. Until the board of directors takes such action, the chief financial officer shall\nexercise all the power and perform all the duties of the chief executive officer. <\/p>\n\n
    5.9        PRESIDENT<\/u>.\nSubject to the discretion of the board of directors to elect or not elect a president and\nto the supervisory powers of the chief executive officer in the event of such election,\nthe president shall act in a general executive capacity and shall assist the chief\nexecutive officer in the administration and operation of the corporation\u0092s business\nand general supervision of its policies and affairs. The president shall have the power\nto affix the signature of the corporation to all Contracts which have been authorized by\nthe board of directors or the chief executive officer. The president shall have such\nother powers and be subject to such other duties as the board of directors or the\nchairman of the board or the chief executive officer may from time to time prescribe.  <\/p>\n\n
    5.10        VICE\nPRESIDENTS<\/u>. In case of the absence, disability or death of the chief executive\nofficer and president, the elected vice president, or one of the elected vice presidents,\nshall exercise all the powers and perform all the duties of the president. If there is\nmore than one elected vice president, the order in which the elected vice presidents\nshall succeed to the powers and duties of the president shall be as fixed by the board of\ndirectors. The elected vice president or elected vice presidents shall have such other\npowers and perform such other duties as may be granted or prescribed by the board of\ndirectors.  <\/p>\n\n
        Vice\npresidents appointed pursuant to Section 5.2 shall have such powers and duties as may be\nfixed by the chairman of the board of directors, except that such appointed vice\npresidents may not exercise the powers and duties of the chief executive officer or\npresident. <\/p>\n\n
    5.11        SECRETARY.\n The powers and duties of the secretary are: <\/p>\n(a)       To\nkeep a book of minutes at the principal office of the corporation, or such\n          other place as the board of directors may order, of all meetings of its\n          directors and stockholders with the time and place of holding, whether regular\n          or special, and, if special, how authorized, the notice thereof given, the\nnames           of those present at directors\u0092 meetings, the number of shares\npresent or           represented at stockholders\u0092 meetings and the proceedings\nthereof. \n
\n\n(b)        To\n          keep the seal of the corporation and affix the same to all instruments which\nmay           require it. \n
\n\n(c)        To\nkeep or cause to be kept at the principal office of the           corporation, or at the\noffice of the transfer agent or agents, a share register,           or duplicate share\nregisters, showing the names of the stockholders and their           addresses, the\nnumber of and classes of shares, and the number and date of           cancellation of\nevery certificate surrendered for cancellation.  \n\n
\n\n(d)       To\nkeep a supply of certificates for shares of the corporation, to fill in all\n          certificates issued, and to make a proper record of each such issuance;\n          provided, that so long as the corporation shall have one or more duly appointed\n          and acting transfer agents of the shares, or any class or series of shares, of\n          the corporation, such duties with respect to such shares shall be performed by\n          such transfer agent or transfer agents.  \n
\n\n(e)       To\ntransfer upon the share books of the corporation any and all shares of the\n          corporation; provided, that so long as the corporation shall have one or more\n          duly appointed and acting transfer agents of the shares, or any class or series\n          of shares, of the corporation, such duties with respect to such shares shall be\n          performed by such transfer agent or transfer agents, and the method of transfer\n          of each certificate shall be subject to the reasonable regulations of the\n          transfer agent to which the certificate is presented for transfer, and also, if\n          the corporation then has one or more duly appointed and acting registrars, to\n          the reasonable regulations of the registrar to which the new certificate is\n          presented for registration; and provided, further that no certificate for\nshares           of stock shall be issued or delivered or, if issued or delivered, shall\nhave any           validity whatsoever until and unless it has been signed or\nauthenticated in the           manner provided in Section 8.5 hereof. \n
\n(f)       To\nmake service and publication of all notices that may be necessary or proper,\n          and without command or direction from anyone. In case of the absence,\n          disability, refusal, or neglect of the secretary to make service or publication\n          of any notices, then such notices may be served and\/or published by the chief\n          executive officer, the president or a vice president, or by any person\nthereunto           authorized by any of them or by the board of directors or by the\nholders of a           majority of the outstanding shares of the corporation. \n\n
\n\n(g)        Generally\nto do and perform all such duties as pertain to the office of           secretary and as\nmay be required by the board of directors. \n
\n\n
    5.12        CHIEF\n          FINANCIAL OFFICER<\/u>. The powers and duties of the chief financial officer\nare:  <\/p>\n\n(a)       To\nsupervise the corporate-wide treasury functions and financial reporting           to\nexternal bodies.  \n
\n\n(b)       To\nhave the custody of all funds, securities, evidence           of indebtedness and other\nvaluable documents of the corporation and, at the           chief financial officer\u0092s\ndiscretion, to cause any or all thereof to be           deposited for account of the\ncorporation at such depositary as may be designated           from time to time by the\nboard of directors or the chairman of the board or the           chief executive officer. \n
\n\n(c)       To\nreceive or cause to be received, and to give or cause to be given, receipts           and\nacceptances for monies paid in for the account of the corporation.  \n
\n\n(d)       To\n          disburse, or cause to be disbursed, all funds of the corporation as may be\n          directed by the board of directors, the chairman of the board or the chief\n          executive officer, taking proper vouchers for such disbursements.  \n\n
\n(e)       To\nrender           to the chief executive officer and to the board of directors, whenever\nthey may           require, accounts of all transactions and of the financial condition\nof the           corporation.  \n
\n\n(f)       Generally\nto do and perform all such duties as pertain to the office of chief           financial\nofficer and as may be required by the board of directors.  \n
\n\n
ARTICLE VI  <\/p>\n\n
INDEMNIFICATION OF\nDIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS<\/u> <\/p>\n\n
    6.1        INDEMNIFICATION\nOF DIRECTORS AND OFFICERS<\/u>. Each person who was or is made a party or is threatened to\nbe made a party to or is involved in any action, suit, or proceeding, whether civil,\ncriminal, administrative or investigative (hereinafter a \u0093proceeding\u0094), by\nreason of the fact that he or she or a person of whom he or she is the legal\nrepresentative is or was a director or officer of the corporation (or any predecessor) or\nis or was serving at the request of the corporation (or any predecessor) as a director,\nofficer, employee or agent of another corporation or of a partnership, joint venture,\ntrust or other enterprise (or any predecessor of any of such entities), including service\nwith respect to employee benefit plans maintained or sponsored by the corporation (or any\npredecessor), whether the basis of such proceeding is alleged action in an official\ncapacity as a director, officer, employee or agent or in any other capacity while serving\nas a director, officer, employee or agent, shall be indemnified and held harmless by the\ncorporation to the fullest extent authorized by the General Corporation Law of the State\nof Delaware, as the same exists or may hereafter be amended (but, in the case of any such\namendment, only to the extent that such amendment permits the corporation to provide\nbroader indemnification rights than said law permitted the corporation to provide prior\nto such amendment), against all expense, liability and loss (including attorneys\u0092 fees,\njudgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in\nsettlement) reasonably incurred or suffered by such person in connection therewith and\nsuch indemnification shall continue as to a person who has ceased to be a director,\nofficer, employee or agent and shall inure to the benefit or his or her heirs, executors\nand administrators; provided, however, that except as provided in the third paragraph of\nthis Bylaw, the corporation shall indemnify any such person seeking indemnification in\nconnection with a proceeding (or part thereof) initiated by such person only if such\nproceeding (or part thereof) was authorized by the board of directors. The right to\nindemnification conferred in this Bylaw shall be a contract right and shall include the\nright to be paid by the corporation the expenses incurred in defending any such\nproceeding in advance of its final disposition, such advances to be paid by the\ncorporation within twenty (20) days after the receipt by the corporation of a statement\nor statements from the claimant requesting such advance or advances from time to time;\nprovided, however, that if the General Corporation Law of the State of Delaware requires,\nthe payment of such expenses incurred by a director or officer in his or her capacity as\na director or officer (and not in any other capacity in which service was or is rendered\nby such person while a director or officer, including, without limitation, service to an\nemployee benefit plan) in advance of the final disposition of a proceeding, shall be made\nonly upon delivery to the corporation of an undertaking by or on behalf of such director\nor officer to repay all amounts so advanced if it shall ultimately be determined that\nsuch director or officer is not entitled to be indemnified under this Bylaw or otherwise.  <\/p>\n\n\n
        To\nobtain indemnification under this Bylaw, a claimant shall submit to the corporation a\nwritten request, including therein or therewith such documentation and information as is\nreasonably available to the claimant and is reasonably necessary to determine whether and\nto what extent the claimant is entitled to indemnification. Upon written request by a\nclaimant for indemnification pursuant to the preceding sentence, a determination, if\nrequired by applicable law, with respect to the claimant\u0092s entitlement thereto shall\nbe made as follows: (i) if requested by the claimant, by Independent Counsel (as\nhereinafter defined), or (ii) if no request is made by the claimant for a\ndetermination by Independent Counsel, (A) by the board of directors by a majority\nvote of a quorum consisting of Disinterested Directors (as hereinafter defined), or\n(B) if a quorum of the board of directors consisting of Disinterested Directors is\nnot obtainable or, even if obtainable, such quorum of Disinterested Directors so directs,\nby Independent Counsel in a written opinion to the board of directors, a copy of which\nshall be delivered to the claimant, or (C) if a quorum of Disinterested Directors so\ndirects, by the stockholders of the corporation. In the event the determination of\nentitlement to indemnification is to be made by Independent Counsel at the request of the\nclaimant, the Independent Counsel shall be selected by the board of directors unless there\nshall have occurred within two years prior to the date of the commencement of the action,\nsuit or proceeding for which indemnification is claimed a \u0093Change of Control\u0094 as\ndefined below, in which case the Independent Counsel shall be selected by the claimant\nunless the claimant shall request that such selection be made by the board of directors.\nIf it is so determined that the claimant is entitled to indemnification, payment to the\nclaimant shall be made within ten (10) days after such determination. <\/p>\n\n
        If\na claim for the indemnification under this Bylaw is not paid in full by the corporation\nwithin thirty (30) days after a written claim pursuant to the preceding paragraph of this\nBylaw has been received by the corporation, the claimant may at any time thereafter bring\nsuit against the corporation to recover the unpaid amount of the claim and, if successful\nin whole or in part, the claimant shall be entitled to be paid also the expense of\nprosecuting such claim. It shall be a defense to any such action (other than an action\nbrought to enforce a claim for expenses incurred in defending any proceeding in advance of\nits final disposition where the required undertaking, if any is required, has been\ntendered to the corporation) that the claimant has not met the standard of conduct which\nmakes it permissible under the General Corporation Law of the State of Delaware for the\ncorporation to indemnify the claimant for the amount claimed, but the burden of proving\nsuch defense shall be on the corporation. Neither the failure of the corporation\n(including its board of directors, Independent Counsel or stockholders) to have made a\ndetermination prior to the commencement of such action that indemnification of the\nclaimant is proper in the circumstances because he or she has met the applicable standard\nof conduct set forth in the General Corporation Law of the State of Delaware, nor an\nactual determination by the corporation (including its board of directors, Independent\nCounsel or stockholders) that the claimant has not met such applicable standard of\nconduct, shall be a defense to the action or create a presumption that the claimant has\nnot met the applicable standard of conduct. <\/p>\n\n\n
        If\na determination shall have been made pursuant to this Bylaw that the claimant is entitled\nto indemnification, the corporation shall be bound by such determination in any judicial\nproceeding commenced pursuant to the proceeding paragraph of this Bylaw. The corporation\nshall be precluded from asserting in any judicial proceeding commenced pursuant to the\nthird paragraph of this Bylaw that the procedures and presumptions of this Bylaw are not\nvalid, binding and enforceable and shall stipulate in such proceeding that the corporation\nis bound by all the provisions of this Bylaw. The right to indemnification and the payment\nof expenses incurred in defending a proceeding in advance of its final disposition\nconferred in this Bylaw shall not be exclusive or any other right which any person may\nhave or hereafter acquire under any statute, provision of the Certificate of\nIncorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or\notherwise. No repeal or modification of this Bylaw shall in any way diminish or adversely\naffect the rights of any director, officer, employee or agent of the corporation hereunder\nin respect of any occurrence or matter arising prior to any such repeal or modification. <\/p>\n\n
        If\nany provision or provisions of this Bylaw shall be held to be invalid, illegal or\nunenforceable for any reason whatsoever: (i) the validity, legality and\nenforceability of the remaining provisions of this Bylaw (including, without limitation,\neach portion of any paragraph of this Bylaw containing any such provision held to be\ninvalid, illegal or unenforceable, that is not itself held to be invalid, illegal or\nunenforceable) shall not in any way be affected or impaired thereby; and (ii) to the\nfullest extent possible, the provisions of this Bylaw (including, without limitation, each\nsuch portion of any paragraph of this Bylaw containing any such provision held to be\ninvalid, illegal or unenforceable) shall be construed so as to give effect to the intent\nmanifested by the provision held invalid, illegal or unenforceable. <\/p>\n\n
        For\nthe purpose of this Bylaw, a \u0093Change of Control\u0094 shall mean: <\/p>\n\n\n     
    (1)       \n          the acquisition by any individual, entity or group (within the meaning of\n          Section 13(d)(3) or 14(d)(2) of the 1934 Act (a \u0093Person\u0094) of\n          beneficial ownership (within the meaning of Rule 13d-3 promulgated under the\n          1934 Act) of 20% or more of either (i) the then outstanding shares of\n          common stock of the corporation (the \u0093Outstanding Corporation Common\n          Stock\u0094) or (ii) the combined voting power of the then outstanding\n          voting securities of the corporation entitled to vote generally in the election\n          of directors (the \u0093Outstanding Corporation Voting Securities\u0094);\n          provided, however, that for purposes of this part (1), the following\n          acquisitions shall not constitute a Change of Control: (i) any acquisition\n          directly from the corporation or any acquisition from other stockholders where\n          (A) such acquisition was approved in advance by the board of directors of\n          the corporation, and (B) such acquisition would not constitute a Change of\n          Control under part (1) of this definition, (ii) any acquisition by the\n          corporation, (iii) any acquisition by any employee benefit plan (or related\n          trust) sponsored or maintained by the corporation or any corporation controlled\n          by the corporation, or (iv) any acquisition by any corporation pursuant to\n          a transaction which complies with clauses (i), (ii) and (iii) of part (1) of\n          this definition; or <\/p>\n\n     
    (2)       \n          individuals who, as of the date hereof, constitute the board of directors (the\n          \u0093Incumbent Board\u0094) cease for any reason to constitute at least a\n          majority of the board of directors; provided, however, that any individual\n          becoming a director subsequent to the date hereof whose election, or nomination\n          for election by the stockholders, was approved by a vote of at least a majority\n          of the directors then comprising the Incumbent Board shall be considered as\n          though such individual were a member of the Incumbent Board, but excluding, for\n          this purpose, any such individual whose initial assumption of office occurs as a\n          result of an actual or threatened election contest with respect to the election\n          or removal of directors or other actual or threatened solicitation of proxies of\n          consents by or on behalf of a Person other than the board of directors; or <\/p>\n\n     
    (3)       \n          consummation of a reorganization, merger or consolidation or sale or other\n          disposition of all or substantially all of the assets of the corporation (a\n          \u0093Business Combination\u0094), in each case, unless, following such Business\n          Combination, (i) all or substantially all of the individuals and entities\n          who were the beneficial owners, respectively, of the Outstanding Corporation\n          Common Stock and Outstanding Corporation Voting Securities immediately prior to\n          such Business Combination beneficially own, directly or indirectly, more than\n          50% of, respectively, the then outstanding shares of common stock and the\n          combined voting power of the then outstanding voting securities entitled to vote\n          generally in the election of directors, as the case may be, of the corporation\n          resulting from such Business Combination (including, without limitation, a\n          corporation which as a result of such transaction owns the corporation or all or\n          substantially all of the corporation\u0092s assets either directly or through\n          one or more subsidiaries) in substantially the same proportions as their\n          ownership, immediately prior to such Business Combination of the Outstanding\n          Corporation Common Stock and Outstanding Corporation Voting Securities, as the\n          case may be, (ii) no Person (excluding any corporation resulting from such\n          Business Combination or any employee benefit plan (or related trust) of the\n          corporation or such corporation resulting from such Business Combination)\n          beneficially owns, directly or indirectly, 20% or more of, respectively, the\n          then outstanding shares of common stock of the corporation resulting from such\n          Business Combination or the combined voting power of the then outstanding voting\n          securities of such corporation except to the extent that such ownership existed\n          prior to the Business Combination, and (iii) at least a majority of the\n          members of the board of directors of the corporation resulting from such\n          Business Combination were members of the Incumbent Board at the time of the\n          execution of the initial agreement, or of the action of the board of directors,\n          providing for such Business Combination; or <\/p>\n\n     
    (4)       \n          approval by the stockholders of a complete liquidation or dissolution of the\n          corporation. <\/p>\n\n
        For\npurposes of this Bylaw:  <\/p>\n\n
        \u0093Disinterested\nDirector<\/u>\u0094 shall mean a director of the corporation who is not and was not a party\nto the matter in respect of which indemnification is sought by the claimant. <\/p>\n\n
        \u0093Independent\nCounsel<\/u>\u0094 shall mean a law firm, a member of a law firm, or an independent\npractitioner, that is experienced in matters of corporation law and shall include any\nperson who, under the applicable standards of professional conduct then prevailing, would\nnot have a conflict of interest in representing either the corporation or the claimant in\nan action to determine the claimant\u0092s rights under this Bylaw. <\/p>\n\n
        Any\nnotice, request or other communication required or permitted to be given to the\ncorporation under this Bylaw shall be in writing and either delivered in person or sent by\ntelecopy, telex, telegram, overnight mail or courier service, or certified or registered\nmail, postage or charges prepaid, return copy requested, to the secretary of the\ncorporation and shall be effective only upon receipt by the secretary. <\/p>\n\n
    6.2        INDEMNIFICATION\nOF OTHERS<\/u>. The corporation shall have the power, to the maximum extent and in the\nmanner permitted by the General Corporation Law of Delaware, to indemnify each of its\nemployees and agents (other than directors and officers) against expenses (including\nattorneys\u0092 fees), judgments, fines, settlements and other amounts actually and\nreasonably incurred in connection with any proceeding, arising by reason of the fact that\nsuch person is or was an agent of the corporation. For purposes of this Section 6.2,\nan \u0093employee\u0094 or \u0093agent\u0094 of the corporation (other than a director or\nofficer) includes any person (i) who is or was an employee or agent of the\ncorporation, (ii) who is or was serving at the request of the corporation as an\nemployee or agent of another corporation, partnership, joint venture, trust or other\nenterprise, or (iii) who was an employee or agent of a corporation which was a\npredecessor corporation of the corporation or of another enterprise at the request of\nsuch predecessor corporation.  <\/p>\n\n
    6.3        INSURANCE<\/u>.\nThe corporation may purchase and maintain insurance on behalf of any person who is or was\na director, officer, employee or agent of the corporation, or is or was serving at the\nrequest of the corporation as a director, officer, employee or agent of another\ncorporation, partnership, joint venture, trust or other enterprise against any liability\nasserted against him or her and incurred by him or her in any such capacity, or arising\nout of his or her status as such, whether or not the corporation would have the power to\nindemnify him or her against such liability under the provisions of the General\nCorporation Law of Delaware.  <\/p>\n\n
    6.4        EXPENSES<\/u>.\nThe corporation shall advance to any person who was or is a party or is threatened to be\nmade a party to any threatened, pending or completed action, suit or proceeding, whether\ncivil, criminal, administrative or investigative, by reason of the fact that he or she is\nor was a director or officer of the corporation, or is or was serving at the request of\nthe corporation as a director or officer of another corporation, partnership, joint\nventure, trust or other enterprise, prior to the final disposition of the proceeding,\npromptly following request therefor, all expenses incurred by any director or officer in\nconnection with such proceeding, upon receipt of an undertaking by or on behalf of such\nperson to repay said amounts if it should be determined ultimately that such person is\nnot entitled to be indemnified under this Bylaw or otherwise; provided, however, that the\ncorporation shall not be required to advance expenses to any director or officer in\nconnection with any proceeding (or part thereof) initiated by such person unless the\nproceeding was authorized in advance by the board of directors of the corporation.  <\/p>\n\n
        Notwithstanding\nthe foregoing, unless otherwise determined pursuant to Section 6.5, no advance shall\nbe made by the corporation to an officer of the corporation (except by reason of the fact\nthat such officer is or was a director of the corporation in which event this paragraph\nshall not apply) in any action, suit or proceeding, whether civil, criminal,\nadministrative or investigative, if a determination is reasonably and promptly made\n(i) by the board of directors by a majority vote of a quorum consisting of directors\nwho were not parties to the proceeding, or (ii) if such quorum is not obtainable, or,\neven if obtainable, a quorum of disinterested directors so directs, by independent legal\ncounsel in a written opinion, that the facts known to the decision-making party at the\ntime such determination is made demonstrate clearly and convincingly that such person\nacted in bad faith or in a manner that such person did not believe to be in or not opposed\nto the best interests of the corporation. <\/p>\n\n
    6.5        NON-EXCLUSIVITY\nOF RIGHTS<\/u>. The rights conferred on any person by this Bylaw shall not be exclusive of\nany other right which such person may have or hereafter acquire under any statute,\nprovision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or\ndisinterested directors or otherwise, both as to action in his official capacity and as\nto action in another capacity while holding office. The corporation is specifically\nauthorized to enter into individual contracts with any or all of its directors, officers,\nemployees or agents respecting indemnification and advances, to the fullest extent not\nprohibited by the General Corporation Law of Delaware.  <\/p>\n\n
    6.6        SURVIVAL\nOF RIGHTS<\/u>. The rights conferred on any person by this Bylaw shall continue as to a\nperson who has ceased to be a director, officer, employee or other agent and shall inure\nto the benefit of the heirs, executors and administrators of such a person.  <\/p>\n\n
    6.7        AMENDMENTS<\/u>.\nAny repeal or modification of this Bylaw shall only be prospective and shall not affect\nthe rights under this Bylaw in effect at the time of the alleged occurrence of any action\nor omission to act that is the cause of any proceeding against any agent of the\ncorporation.  <\/p>\n\n
ARTICLE VII  <\/p>\n\n
RECORDS AND REPORTS<\/u> <\/p>\n\n
    7.1        MAINTENANCE\nAND INSPECTION OF RECORDS<\/u>. The corporation shall, either at its principal executive\noffice or at such place or places as designated by the board of directors, keep a record\nof its stockholders listing their names and addresses and the number and class of shares\nheld by each stockholder, a copy of these Bylaws as amended to date, accounting books and\nother records.  <\/p>\n\n\n
        Any\nstockholder of record, in person or by attorney or other agent, shall, upon written demand\nunder oath stating the purpose thereof, have the right during the usual hours for business\nto inspect for any proper purpose the corporation\u0092s stock ledger, a list of its\nstockholders, and its other books and records and to make copies or extracts therefrom. A\nproper purpose shall mean a purpose reasonably related to such person\u0092s interest as a\nstockholder. In every instance where an attorney or other agent is the person who seeks\nthe right to inspection, the demand under oath shall be accompanied by a power of attorney\nor such other writing that authorizes the attorney or other agent to so act on behalf of\nthe stockholder. The demand under oath shall be directed to the corporation at its\nregistered office in Delaware or at its principal place of business. <\/p>\n\n
    7.2        INSPECTION\nBY DIRECTORS<\/u>. Any director shall have the right to examine the corporation\u0092s\nstock ledger, a list of its stockholders and its other books and records for a purpose\nreasonably related to his or her position as a director. The Court of Chancery is hereby\nvested with the exclusive jurisdiction to determine whether a director is entitled to the\ninspection sought. The Court may summarily order the corporation to permit the director\nto inspect any and all books and records, the stock ledger, and the stock list and to\nmake copies or extracts therefrom. The Court may, in its discretion, prescribe any\nlimitations or conditions with reference to the inspection, or award such other and\nfurther relief as the Court may deem just and proper.  <\/p>\n\n
    7.3        REPRESENTATION\nOF SHARES OF OTHER CORPORATIONS<\/u>. The chief executive officer or any other officer of\nthis corporation authorized by the board of directors or the chief executive officer is\nauthorized to vote, represent, and exercise on behalf of this corporation all rights\nincident to any and all shares of any other corporation or corporations standing in the\nname of this corporation. The authority herein granted may be exercised either by such\nperson directly or by any other person authorized to do so by proxy or power of attorney\nduly executed by such person having the authority.  <\/p>\n\n
ARTICLE VIII <\/p>\n\n
GENERAL MATTERS<\/u> <\/p>\n\n
    8.1        RECORD\nDATE FOR PURPOSES OTHER THAN NOTICE AND VOTING<\/u>. For purposes of determining the\nstockholders entitled to receive payment of any dividend or other distribution or\nallotment of any rights or the stockholders entitled to exercise any rights in respect of\nany other lawful action, the board of directors may fix, in advance, a record date, which\nshall not be more than sixty (60) days before any such action. In that case, only\nstockholders of record at the close of business on the date so fixed are entitled to\nreceive the dividend, distribution or allotment of rights, or to exercise such rights, as\nthe case may be, notwithstanding any transfer of any shares on the books of the\ncorporation after the record date so fixed, except as otherwise provided in the\nCertificate of Incorporation, by these Bylaws, by agreement or by law.  <\/p>\n\n\n
        If\nthe board of directors does not so fix a record date, then the record date for determining\nstockholders for any such purpose shall be at the close of business on the day on which\nthe board of directors adopts the applicable resolution or the sixtieth (60th) day before\nthe date of that action, whichever is later. 8.2 CHECKS; DRAFTS; EVIDENCES OF\nINDEBTEDNESS<\/u>. From time to time, the board of directors shall determine by resolution\nwhich person or persons may sign or endorse all checks, drafts, other orders for payment\nof money, notes or other evidences of indebtedness that are issued in the name of or\npayable to the corporation, and only the persons so authorized shall sign or endorse those\ninstruments. <\/p>\n\n
    8.3        CORPORATE\nCONTRACTS AND INSTRUMENTS; HOW EXECUTED<\/u>. The board of directors, except as otherwise\nprovided in these Bylaws, may authorize any officer or officers, or agent or agents, to\nenter into any contract or execute any instrument in the name of and on behalf of the\ncorporation; such authority may be general or confined to specific instances. Unless so\nauthorized or ratified by the board of directors or within the agency power of an\nofficer, no officer, agent or employee shall have any power or authority to bind the\ncorporation by any contract or engagement or to pledge its credit or to render it liable\nfor any purpose or for any amount.  <\/p>\n\n
    8.4        FISCAL\nYEAR<\/u>. The fiscal year of this corporation shall begin on the first day of November of\neach year and end on the last day of October of the following year.  <\/p>\n\n
    8.5        STOCK\nCERTIFICATES<\/u>. There shall be issued to each holder of fully paid shares of the\ncapital stock of the corporation a certificate or certificates for such shares. Pursuant\nto the General Corporation Law of the State of Delaware, every holder of shares of the\ncorporation shall be entitled to have a certificate signed by, or in the name of the\ncorporation by, the chairman of the board of directors, or the chief executive officer,\nand by the treasurer or an assistant treasurer, or the secretary or an assistant\nsecretary of the corporation representing the number of shares registered in certificate\nform. Any or all of the signatures on the certificate may be a facsimile. In case any\nofficer, transfer agent or registrar who has signed or whose facsimile signature has been\nplaced upon a certificate has ceased to be such officer, transfer agent or registrar\nbefore such certificate is issued, it may be issued by the corporation with the same\neffect as if he or she were such officer, transfer agent or registrar at the date of\nissue.  <\/p>\n\n
    8.6        SPECIAL\nDESIGNATION ON CERTIFICATES<\/u>. If the corporation is authorized to issue more than one\nclass of stock or more than one series of any class, then the powers, the designations,\nthe preferences, and the relative, participating, optional or other special rights of\neach class of stock or series thereof and the qualifications, limitations or restrictions\nof such preferences and\/or rights shall be set forth in full or summarized on the face or\nback of the certificate that the corporation shall issue to represent such class or\nseries of stock; provided, however, that, except as otherwise provided in Section 202\nof the General Corporation Law of Delaware, in lieu of the foregoing requirements there\nmay be set forth on the face or back of the certificate that the corporation shall issue\nto represent such class or series of stock a statement that the corporation will furnish\nwithout charge to each stockholder who so requests the powers, the designations, the\npreferences, and the relative, participating, optional or other special rights of each\nclass of stock or series thereof and the qualifications, limitations or restrictions of\nsuch preferences and\/or rights.  <\/p>\n\n
    8.7        LOST\nCERTIFICATES<\/u>. The corporation may issue a new share certificate or new certificate\nfor any other security in the place of any certificate theretofore issued by it, alleged\nto have been lost, stolen or destroyed, and the corporation may require the owner of the\nlost, stolen or destroyed certificate or the owner\u0092s legal representative to give\nthe corporation a bond (or other adequate security) sufficient to indemnify it against\nany claim that may be made against it (including any expense or liability) on account of\nthe alleged loss, theft or destruction of any such certificate or the issuance of such\nnew certificate. The board of directors may adopt such other provisions and restrictions\nwith reference to lost certificates, not inconsistent with applicable law, as it shall in\nits discretion deem appropriate.  <\/p>\n\n
    8.8        CONSTRUCTION;\nDEFINITIONS<\/u>. Unless the context requires otherwise, the general provisions, rules of\nconstruction, and definitions in the General Corporation Law of Delaware shall govern the\nconstruction of these Bylaws. Without limiting the generality of this provision, the\nsingular number includes the plural, the plural number includes the singular, and the\nterm \u0093person\u0094 includes both a corporation and a natural person.  <\/p>\n\n
    8.9        PROVISIONS\nADDITIONAL TO PROVISIONS OF LAW<\/u>. All restrictions, limitations, requirements and\nother provisions of these Bylaws shall be construed, insofar as possible, as supplemental\nand additional to all provisions of law applicable to the subject matter thereof and\nshall be fully complied with in addition to the said provisions of law unless such\ncompliance shall be illegal.  <\/p>\n\n\n
    8.10        PROVISIONS\nCONTRARY TO PROVISIONS OF LAW<\/u>. Any article, section, subsection, subdivision,\nsentence, clause or phrase of these Bylaws which upon being construed in the manner\nprovided in Section 8.9 hereof, shall be contrary to or inconsistent with any\napplicable provisions of law, shall not apply so long as said provisions of law shall\nremain in effect, but such result shall not affect the validity or applicability of any\nother portions of these Bylaws, it being hereby declared that these Bylaws would have\nbeen adopted and each article, section, subsection, subdivision, sentence, clause or\nphrase thereof, irrespective of the fact that any one or more articles, sections,\nsubsections, subdivisions, sentences, clauses or phrases is or are illegal.  <\/p>\n\n
    8.11        NOTICES<\/u>.\nAny reference in these Bylaws to the time a notice is given or sent means, unless\notherwise expressly provided, the time a written notice by mail is deposited in the\nUnited States mails, postage prepaid; or the time any other written notice is personally\ndelivered to the recipient or is delivered to a common carrier for transmission, or\nactually transmitted by the person giving the notice by electronic means, to the\nrecipient; or the time any oral notice is communicated, in person or by telephone or\nwireless, to the recipient or to a person at the office of the recipient who the person\ngiving the notice has reason to believe will promptly communicate it to the recipient.  <\/p>\n\n
ARTICLE IX <\/p>\n\n\n
AMENDMENTS<\/u> <\/p>\n\n
        Subject\nto Section 6.7 hereof, the original or other bylaws of the corporation may be\nadopted, amended or repealed by the stockholders entitled to vote; provided, however, that\nthe corporation may, in its Certificate of Incorporation, confer the power to adopt, amend\nor repeal bylaws upon the directors. The fact that such power has been so conferred upon\nthe directors shall not divest the stockholders of the power, nor limit their power to\nadopt, amend or repeal bylaws. Notwithstanding the foregoing, amendment or deletion of all\nor any portion of Article II hereof, Section 3.2 hereof, Section 3.3 hereof,\nSection 3.4 hereof, Section 6.1 hereof or this Article IX by the stockholders of\nthe corporation shall require the affirmative vote of sixty-six and two-thirds percent (66\n2\/3%) of the outstanding shares entitled to vote thereon. <\/p>\n\n
        Whenever\nan amendment or new bylaw is adopted, it shall be copied in the book of bylaws with the\noriginal bylaws, in the appropriate place. If any bylaw is repealed, the fact of repeal\nwith the date of the meeting at which the repeal was enacted or the filing of the\noperative written consent(s) shall be stated in said book. <\/p>\n\n
        Amended\nand restated effective September 23, 2005. <\/p>\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7770],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9573,9574],"class_list":["post-41388","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hewlett-packard-co","corporate_contracts_industries-technology__hardware","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41388","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41388"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41388"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41388"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41388"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}