{"id":41389,"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-bylaws3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-and-restated-bylaws3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/amended-and-restated-bylaws3.html","title":{"rendered":"Amended and Restated Bylaws"},"content":{"rendered":"
AMENDED AND RESTATED<\/p>\n\n\n\n
BYLAWS<\/p>\n\n\n
OF<\/p>\n\n\n
HEWLETT-PACKARD COMPANY
\n(A DELAWARE CORPORATION)<\/p>\n\n\n\n
ARTICLE I<\/div>\n
CORPORATE\n  OFFICES<\/u><\/div>\n\n\n
1.1           REGISTERED OFFICE<\/u>.  The registered office of the corporation\n  shall be fixed in the Certificate of Incorporation of the corporation. <\/p>\n
1.2 OTHER OFFICES<\/u>.  The board of directors may at any time\n    establish branch or subordinate offices at any place or places where the\n    corporation is qualified to do business. <\/p>\n
ARTICLE II<\/div>
MEETINGS\n      OF STOCKHOLDERS<\/u><\/div>\n\n\n
2.1           PLACE OF MEETINGS<\/u>.  Meetings of stockholders shall be held at any\n  place within or outside the State of Delaware designated by the board of\n  directors.  In the absence of any such\n  designation, stockholders\u0092 meetings shall be held at the registered office of\n  the corporation. <\/p>\n
2.2 ANNUAL MEETING<\/u>. (a)           The annual meeting of stockholders\n  shall be held each year on a date and at a time designated by the board of\n  directors.  At the meeting, directors\n  shall be elected, and any other proper business may be transacted. (b)           At an annual meeting of the\n  stockholders, only such business shall be conducted as shall have been properly\n  brought before the meeting.  To be\n  properly brought before an annual meeting, business must be: (i) specified\n  in the notice of meeting (or any supplement thereto) given by or at the\n  direction of the board of directors, (ii) otherwise properly brought\n  before the meeting by or at the direction of the board of directors, or (iii) otherwise\n  properly brought before the meeting by a stockholder of record at the time of\n  giving notice provided for in these Bylaws, who is entitled to vote at the\n  meeting and who complies with the notice procedures set forth in this Section 2.2.  For business to be properly brought before an\n  annual meeting by a stockholder, the stockholder must have given timely notice\n  thereof in writing to the secretary of the corporation.  To be timely, a stockholder\u0092s notice must be\n  delivered to or mailed and received at the principal executive offices of the\n  corporation (A) not later than the close of business on the ninetieth\n  (90th) day nor earlier than the close of business on the one hundred twentieth\n  (120th) day prior to the first anniversary of the preceding year\u0092s meeting, or (B) not\n  less than the later of the close of business on \n\n\nthe\nforty-fifth (45th) day nor earlier than the close of business on the\nseventy-fifth (75th) day prior to the first anniversary of the date on which\nthe corporation first sent or gave its proxy statement to stockholders for the\npreceding year\u0092s annual meeting, whichever period described in clause (A) or\n(B) of this sentence first occurs; provided, however, that in the event\nthat no annual meeting was held in the previous year or the date of the annual\nmeeting is more than thirty (30) days before or more than sixty (60) days after\nthe anniversary date of the previous year\u0092s meeting, notice by the stockholder\nto be timely must be so received not earlier than the close of business on the\none hundred twentieth (120th) day prior to such meeting and not later than the\nclose of business on the later of (x) the ninetieth (90th) day prior to\nsuch meeting and (y) the tenth (10) day following the date on which\npublic announcement of the date of such meeting is first made.  For purposes of this Section 2.2, a \u0093public\nannouncement\u0094 shall mean disclosure in a press release reported by the Dow\nJones News Service, Associated Press or a comparable national news service or\nin a document publicly filed by the corporation with the Securities and\nExchange Commission.  In no event shall\nthe public announcement of an adjournment of a stockholders meeting commence a\nnew time period for the giving of a stockholder\u0092s notice as described\nabove.  A stockholder\u0092s notice to the\nsecretary shall set forth as to each matter the stockholder proposes to bring\nbefore the annual meeting: (1) a brief description of the business desired\nto be brought before the annual meeting and the reasons for conducting such\nbusiness at the annual meeting, (2) the name and address, as they appear\non the corporation\u0092s books, of the stockholder proposing such business, (3) the\nclass and number of shares of the corporation which are beneficially owned by\nthe stockholder, (4) any material interest of the stockholder in such\nbusiness, and (5) any other information that is required to be provided by\nthe stockholder pursuant to Regulation 14A under the Securities Exchange\nAct of 1934, as amended (the \u00931934 Act\u0094), in his capacity as a proponent to a\nstockholder proposal.  Notwithstanding\nthe foregoing, in order to include information with respect to a stockholder\nproposal in the proxy statement and form of proxy for a stockholder\u0092s meeting,\nstockholders must provide notice as required by the regulations promulgated\nunder the 1934 Act.  In addition, with\nrespect to a stockholder proposal, if the stockholder has provided the\ncorporation a notice as described above, the stockholder must have delivered a\nproxy statement and form of proxy to holders of a sufficient number of shares\nto carry such proposal in order for such proposal to be properly presented.  Notwithstanding anything in these Bylaws to\nthe contrary, no business shall be conducted at any annual meeting except in\naccordance with the procedures set forth in this paragraph (b).  The chairman of the annual meeting shall, if\nthe facts warrant, determine and declare at the meeting that business was not\nproperly brought before the meeting and in accordance with the provisions of\nthis paragraph (b), and, if he or she should so determine, he or she shall\nso declare at the meeting that any such business not properly brought before\nthe meeting shall not be transacted. (c)           Only persons who are nominated in\naccordance with the procedures set forth in this paragraph (c) shall\nbe eligible for election as directors. \nNominations of persons for election to the board of directors of the\ncorporation may be made at a meeting of stockholders by or at the direction of\nthe board of directors or by any stockholder of record of the corporation at\nthe time of giving notice provided for in these Bylaws, who is entitled to vote\nin the election of directors at the meeting and who complies with the notice\nprocedures set forth in this paragraph (c).  Such nominations, other than those made by or\nat the direction of the board of directors, shall be made pursuant to timely\nnotice in writing to the secretary of the corporation in accordance with the\nprovisions of paragraph (b) of this Section 2.2.  Such stockholder\u0092s notice shall set forth (i) as\nto each person, if any, whom the stockholder proposes to nominate for election\nor re-election as a director:\n\n<\/p>
2<\/p>\n\n\n\n\n\n
(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\n  Regulation 14A under the 1934 Act (including without limitation such\n  person\u0092s written consent to being named in the proxy statement, if any, as a\n  nominee and to serving as a director if elected); (ii) as to such\n  stockholder giving notice, the information required to be provided pursuant to\n  paragraph (b) of this Section 2.2; and (iii) a written\n  statement executed by such nominee acknowledging that, as a director of such\n  corporation, such person will owe a fiduciary duty, under the General\n  Corporation Law of the State of Delaware, exclusively to the corporation and\n  its stockholders.  In addition, if the\n  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\n  the request of the board of directors or the chairman of the board, any person\n  nominated by a stockholder for election as a director shall furnish to the\n  secretary of the corporation that information required to be set forth in the\n  stockholder\u0092s notice of nomination which pertains to the nominee.  No person shall be eligible for election as a\n  director of the corporation unless nominated in accordance with the procedures\n  set forth in this paragraph (c). \n  \nThe chairman of the meeting shall, if the facts warrants, determine and\n  declare at the meeting that a nomination was not made in accordance with the\n  procedures prescribed by these Bylaws, and if he or she should so determine, he\n  or she shall so declare at the meeting, and the defective nomination shall be\n  disregarded. <\/p>\n
2.3 SPECIAL MEETING<\/u>.  A special meeting of the stockholders may be\n    called at any time by the board of directors, or by any of the following\n    persons with the concurrence of a majority of the board of directors: the\n    chairman of the board of directors, the chairman of the executive committee, or\n    the chief executive officer, but such special meetings may not be called by any\n    other person or persons except as provided in Section 3.4 below.  Only such business shall be considered at a\n    special meeting of stockholders as shall have been stated in the notice for\n    such meeting. <\/p>\n
2.4 ORGANIZATION<\/u>.  Meetings of stockholders shall be presided\n    over by the chairman of the board of directors, if any, or in his or her\n    absence by a person designated by the board of directors, or, in the absence of\n    a person so designated by the board of directors, by the chief financial\n    officer, if any, or in his or her absence by the secretary, if any, or in his or\n    her absence by a chairman chosen at the meeting by the vote of a majority in\n    interest of the stockholders present in person or represented by proxy and\n    entitled to vote thereat.  The secretary,\n    or 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\n    of the proceedings thereof. <\/p>\n
The board of directors of the corporation shall be\nentitled to make such rules or regulations for the conduct of meetings of\nstockholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of\nthe board of directors, if any, the chairman of the meeting shall have the right\nand authority to prescribe such rules, regulations and procedures and to do all<\/p>\n\n\n\n
3<\/p>\n\n\n\n\n
such acts as, in the judgment of such chairman, are necessary,\nappropriate or convenient for the proper conduct of the meeting, including,\nwithout limitation, establishing an agenda or order of business for the\nmeeting, rules and procedures for maintaining order at the meeting and the\nsafety of those present, limitations on participation in such meeting to\nstockholders of record of the corporation and their duly authorized and\nconstituted proxies, and such other persons as the chairman shall permit,\nrestrictions on entry to the meeting after the time fixed for the commencement\nthereof, limitations on the time allotted to questions or comments by\nparticipants and regulation of the opening and closing of the polls for\nballoting and matters 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\nshall not be required to be held in accordance with rules of parliamentary\nprocedure.<\/p>\n\n\n\n
2.5           NOTICE OF STOCKHOLDERS\u0092 MEETINGS<\/u>.  All notices of meetings of stockholders shall\n  be sent or otherwise given in accordance with Section 2.6 of these Bylaws\n  not less than ten (10) nor more than sixty (60) days before the date of\n  the meeting.  The notice shall specify\n  the place, date, and hour of the meeting and (i) in the case of a special\n  meeting, the general nature of the business to be transacted (no business other\n  than that specified in the notice may be transacted) or (ii) in the case\n  of the annual meeting, those matters which the board of directors, at the time\n  of giving the notice, intends to present for action by the stockholders (but\n  any proper matter may be presented at the meeting for such action).  The notice of any meeting at which directors\n  are to be elected shall include the name of any nominee or nominees who, at the\n  time of the notice, the board of directors intends to present for election.  Any previously scheduled meeting of the\n  stockholders may be postponed, and (unless the Certificate of Incorporation\n  otherwise provides) any special meeting of the stockholders may be cancelled,\n  by resolution of the board of directors upon public notice given prior to the\n  date previously scheduled for such meeting of stockholders. <\/p>\n
2.6 MANNER OF GIVING NOTICE; AFFIDAVIT\n    OF NOTICE<\/u>.  Notice of any meeting of\n    stockholders shall be given either personally or by mail, telecopy, telegram or\n    other electronic or wireless means. \n    Notices not personally delivered shall be sent postage or charges\n    prepaid and shall be addressed to the stockholder at the address of that\n    stockholder appearing on the books of the corporation or given by the\n    stockholder to the corporation for the purpose of notice.  Notice shall be deemed to have been given at\n    the time when delivered personally or deposited in the mail or sent by\n    telecopy, telegram or other electronic or wireless means. <\/p>\n
An affidavit of the mailing or other means of giving any\nnotice of any stockholders\u0092 meeting, executed by the secretary, assistant\nsecretary or any transfer agent of the corporation giving the notice, shall be\nprima facie evidence of the giving of such notice or report.<\/p>\n\n\n\n2.7           QUORUM<\/u>.  The holders of a majority in voting power of\nthe stock issued and outstanding and entitled to vote thereat, present in\nperson or represented by proxy, shall constitute a quorum at all meetings of\nthe stockholders for the transaction of business except as otherwise provided\nby statute or the Certificate of Incorporation. \nIf, however, such quorum is not present or represented at any meeting of\nthe stockholders, then either (i) the chairman of the meeting or (ii) the\nstockholders by the vote of the holders of a majority of the stock present in\nperson or represented by proxy at the meeting, shall have power to adjourn the\nmeeting from time to time in accordance with Section 2.8, each without\nnotice other than announcement at the meeting, until a quorum is present\n\n
4<\/p>\n\n\n\n\nor\nrepresented.  At such adjourned meeting\nat which a quorum is present or represented, any business may be transacted\nthat might have been transacted at the meeting as originally noticed. 
When a quorum is present at any meeting, the vote of\nthe holders of a majority of the stock having voting power present in person or\nrepresented by proxy shall decide any question brought before such meeting,\nunless the question is one upon which, by express provision of the laws of the\nState of Delaware or of the Certificate of Incorporation or these Bylaws, a\nvote 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\n\n
If a quorum be initially present, the stockholders may\ncontinue to transact business until adjournment, notwithstanding the withdrawal\nof enough stockholders to leave less than a quorum.<\/p>\n\n\n\n2.8           ADJOURNED MEETING; NOTICE<\/u>.  Any meeting of stockholders, annual or\nspecial, whether or not a quorum is present, may be adjourned for any reason\nfrom time to time by either (i) the chairman of the meeting or (ii) the\nstockholders by the vote of the holders of a majority of the stock represented\nat the meeting, either in person or by proxy. \nIn the absence of a quorum, no other business may be transacted at that\nmeeting except as provided in Section 2.7 of these Bylaws. 
When any meeting of stockholders, either annual or\nspecial, is adjourned to another time or place, notice need not be given of the\nadjourned meeting if the time and place are announced at the meeting at which\nthe adjournment is taken.  However, if a\nnew record date for the adjourned meeting is fixed or if the adjournment is for\nmore than thirty (30) days from the date set for the original meeting, then\nnotice of the adjourned meeting shall be given. \nNotice of any such adjourned meeting shall be given to each stockholder\nof record entitled to vote at the adjourned meeting in accordance with the provisions\nof Sections 2.5 and 2.6 of these Bylaws. \nAt any adjourned meeting the corporation may transact any business which\nmight have been transacted at the original meeting.<\/p>\n\n\n\n2.9           VOTING<\/u>.  The stockholders entitled to vote at any\nmeeting of stockholders shall be determined in accordance with the provisions\nof Section 2.12 of these Bylaws, subject to the provisions of Sections 217\nand 218 of the General Corporation Law of Delaware (relating to voting rights\nof fiduciaries, pledgers and joint owners, and to voting trusts and other\nvoting agreements). 
Except as may be otherwise provided in the Certificate\nof Incorporation, by these Bylaws or required by law, each stockholder shall be\nentitled to one vote for each share of capital stock held by such stockholder.<\/p>\n\n\n\n
Any stockholder entitled to vote on any matter may\nvote part of the shares in favor of the proposal and refrain from voting the\nremaining shares or, except when the matter is the election of directors, may\nvote them against the proposal; but if the stockholder fails to specify the\nnumber of shares which the stockholder is voting affirmatively, it will be\nconclusively presumed that the stockholder\u0092s approving vote is with respect to\nall shares which the stockholder is entitled to vote.<\/p>\n\n\n\n2.10         VALIDATION OF MEETINGS; WAIVER OF\nNOTICE; CONSENT<\/u>.  The transactions of\nany meeting of stockholders, either annual or special, however called and\nnoticed,\n\n
5<\/p>\n\n\n\n\nand\nwherever held, shall be as valid as though they had been taken at a meeting\nduly held after regular call and notice, if a quorum be present either in\nperson or by proxy. 
Attendance by a person at a meeting shall also\nconstitute a waiver of notice of and presence at that meeting, except when the\nperson objects at the beginning of the meeting to the transaction of any\nbusiness because the meeting is not lawfully called or convened.  Attendance at a meeting is not a waiver of\nany right to object to the consideration of matters required by law to be\nincluded in the notice of the meeting but not so included, if that objection is\nexpressly made at the meeting.<\/p>\n\n\n\n
2.11         ACTION BY WRITTEN CONSENT<\/u>.  Subject to the rights of the holders of the\n  shares of any series of Preferred Stock or any other class of stock or series\n  thereof having a preference over the Common Stock as to dividends or upon\n  liquidation, any action required or permitted to be taken by the stockholders\n  of the corporation must be effected at a duly called annual or special meeting\n  of stockholders of the corporation and may not be effected by any consent in\n  writing by such stockholders. <\/p>\n
2.12 RECORD DATE FOR STOCKHOLDER NOTICE;\n    VOTING; GIVING CONSENTS<\/u>.  For\n    purposes of determining the stockholders entitled to notice of any meeting or\n    to vote thereat, the board of directors may fix, in advance, a record date,\n    which shall not be more than sixty (60) days nor less than ten (10) days\n    before the date of any such meeting, and in such event only stockholders of\n    record on the date so fixed are entitled to notice and to vote, notwithstanding\n    any transfer of any shares on the books of the corporation after the record\n    date, except as otherwise provided in the Certificate of Incorporation, by\n    these Bylaws, by agreement or by applicable law. <\/p>\n
If the board of directors does not so fix a record\ndate, the record date for determining stockholders entitled to notice of or to\nvote at a meeting of stockholders shall be at the close of business on the\nbusiness day next preceding the day on which notice is given, or, if notice is\nwaived, at the close of business on the business day next preceding the day on\nwhich the meeting is held.<\/p>\n\n\n\n
A determination of stockholders of record entitled to\nnotice of or to vote at a meeting of stockholders shall apply to any\nadjournment of the meeting unless the board of directors fixes a new record\ndate for the adjourned meeting, but the board of directors shall fix a new\nrecord date if the meeting is adjourned for more than thirty (30) days from the\ndate set for the original meeting.<\/p>\n\n\n\n
The record date for any other purpose shall be as\nprovided in Section 8.1 of these Bylaws.<\/p>\n\n\n\n2.13         PROXIES<\/u>.  Every person entitled to vote for directors,\nor on any other matter, shall have the right to do so either in person or by\none or more agents authorized by a written proxy, which may be in the form of a\ntelegram, cablegram, or other means of electronic transmission, signed by the\nperson and filed with the secretary of the corporation, but no such proxy shall\nbe voted or acted upon after three (3) years from its date, unless the\nproxy provides for a longer period.  A\nproxy shall be deemed signed if the stockholder\u0092s name is placed on the proxy\n(whether by manual signature, typewriting, telegraphic transmission or\notherwise) by the stockholder or the stockholder\u0092s attorney-in-fact.  A duly executed proxy shall be irrevocable if\nit states that it is irrevocable and if, and only as long as, it is coupled\nwith an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy which is\nnot irrevocable by attending the meeting and voting in\n\n
6<\/p>\n\n\n\nperson\nor by filing an instrument in writing revoking the proxy or by filing another\nduly executed proxy bearing a later date with the secretary of the corporation. 
A proxy is not revoked by the death or incapacity of\nthe maker unless, before the vote is counted, written notice of such death or\nincapacity is received by the corporation.<\/p>\n\n\n\n2.14         INSPECTORS OF ELECTION<\/u>.  Before any meeting of stockholders, the board\nof directors shall appoint an inspector or inspectors of election to act at the\nmeeting or its adjournment.  The number\nof inspectors shall be either one (1) or three (3).  If any person appointed as inspector fails to\nappear or fails or refuses to act, then the chairman of the meeting may, and\nupon the request of any stockholder or a stockholder\u0092s proxy shall, appoint a\nperson to fill that vacancy. 
Such inspectors shall:<\/p>\n\n\n\n(a)           determine the number of shares\noutstanding and the voting power of each, the number of shares represented at\nthe meeting, the existence of a quorum, and the authenticity, validity, and\neffect of proxies; (b)           receive votes, ballots or consents; (c)           hear and determine all challenges and\nquestions in any way arising in connection with the right to vote; (d)           count and tabulate all votes or\nconsents; (e)           determine when the polls shall close; (f)            determine the result; and (g)           do any other acts that may be proper\nto conduct the election or vote with fairness to all stockholders. 
The inspectors of election shall perform their duties\nimpartially, in good faith, to the best of their ability and as expeditiously\nas is practical.  If there are three (3) inspectors\nof election, the decision, act or certificate of a majority is effective in all\nrespects as the decision, act or certificate of all.  Any report or certificate made by the\ninspectors of election is prima facie evidence of the facts stated therein.<\/p>\n\n\n\n
ARTICLE III<\/div>\n\n\n
DIRECTORS<\/u><\/div>\n\n\n3.1           POWERS<\/u>.  Subject to the provisions of the General\nCorporation Law of Delaware and to any limitations in the Certificate of\nIncorporation or these Bylaws relating to action required to be approved by the\nstockholders or by the outstanding shares, the business and affairs of the\ncorporation shall be managed and shall be exercised by or under the direction of\nthe board of directors.  In addition to\nthe powers and authorities these Bylaws expressly confer upon them, the \n\n
7<\/p>\n\n
board of\n  directors may exercise all such powers of the corporation and do all such\n  lawful acts and things as are not by the General Corporation Law of Delaware or\n  by the Certificate of Incorporation or by these Bylaws required to be exercised\n  or done by the stockholders. <\/p>\n
3.2 NUMBER AND TERM OF OFFICE<\/u>.  The authorized number of directors shall be\n  not less than eight (8) nor more than seventeen (17).  Within such limits, the exact number of\n  directors shall be ten (10). <\/p>\n
3.3 ELECTION AND TERM OF OFFICE OF\n  DIRECTORS<\/u>.  Except as provided in Section 3.4\n  of these Bylaws, at each annual meeting of stockholders, directors elected to\n  succeed those directors whose terms then expire shall be elected for a term of\n  office to expire at the succeeding annual meeting of stockholders after their\n  election, with each director to hold office until such director\u0092s successor\n  shall have been duly elected and qualified. <\/p>\n
Directors need not be stockholders unless so required\nby the Certificate of Incorporation or by these Bylaws, wherein other\nqualifications for directors may be prescribed. \n\nEach director, including a director elected to fill a vacancy, shall\nhold office until his successor is elected and qualified or until his earlier\nresignation or removal.<\/p>\n\n\n\n
Election of directors at all meetings of the\nstockholders at which directors are to be elected shall be by ballot, and, a\nplurality of the votes cast thereat shall elect directors.<\/p>\n\n\n\n3.4           RESIGNATION AND VACANCIES<\/u>.  Any director may resign effective on giving\nwritten notice to the chairman of the board of directors, the secretary or the\nentire board of directors, unless the notice specifies a later time for that\nresignation to become effective.  If the\nresignation of a director is effective at a future time, the board of directors\nmay elect a successor to take office when the resignation becomes effective. 
Unless otherwise provided in the Certificate of\nIncorporation or by these Bylaws, vacancies in the board of directors may be\nfilled by a majority of the remaining directors, even if less than a quorum, or\nby a sole remaining director; however, a vacancy created by the removal of a\ndirector 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\nand voting at a duly held meeting at which a quorum is present (which shares\nvoting affirmatively also constitute a majority of the required quorum).  Each director so elected shall hold office\nuntil the next annual meeting of the stockholders and until a successor has\nbeen elected and qualified.<\/p>\n\n\n\n
Unless otherwise provided in the Certificate of\nIncorporation or these Bylaws:<\/p>\n\n\n\n(i)    Vacancies and newly created directorships\nresulting from any increase in the authorized number of directors elected by\nall of the stockholders having the right to vote as a single class may be\nfilled by a majority of the directors then in office, although less than a\nquorum, or by a sole remaining director. (ii)   Whenever the holders of any class or classes\nof stock or series thereof are entitled to elect one or more directors by the\nprovisions of the Certificate of Incorporation, vacancies and newly created\ndirectorships of such class or classes or series may be filled by a
8<\/p>\n\n\nmajority\nof the directors elected by such class or classes or series thereof then in\noffice, or by a sole remaining director so elected. 
Any directors chosen pursuant to this Section 3.4\nshall hold office for a term expiring at the next annual meeting of\nstockholders and until such director\u0092s successor shall have been duly elected\nand qualified.<\/p>\n\n\n\n
If at any time, by reason of death or resignation or\nother cause, the corporation should have no directors in office, then any\nofficer or any stockholder or an executor, administrator, trustee or guardian\nof a stockholder, or other fiduciary entrusted with like responsibility for the\nperson or estate of a stockholder, may call a special meeting of stockholders\nin accordance with the provisions of the Certificate of Incorporation or these\nBylaws, or may apply to the Court of Chancery for a decree summarily ordering\nan election as provided in Section 211 of the General Corporation Law of\nDelaware.<\/p>\n\n\n\n
If, at the time of filling any vacancy or any newly\ncreated directorship, the directors then in office constitute less than a\nmajority of the whole board of directors (as constituted immediately prior to\nany such increase), then the Court of Chancery may, upon application of any\nstockholder or stockholders holding at least ten percent (10%) of the total\nnumber of the then outstanding shares having the right to vote for such\ndirectors, summarily order an election to be held to fill any such vacancies or\nnewly created directorships, or to replace the directors chosen by the\ndirectors then in office as aforesaid, which election shall be governed by the\nprovisions of Section 211 of the General Corporation Law of Delaware as\nfar as applicable.<\/p>\n\n\n\n
3.5           REMOVAL<\/u>.  Unless otherwise restricted by statute, by\n  the Certificate of Incorporation or by these Bylaws, any director or the entire\n  board of directors may be removed, with or without cause, by the holders of a\n  majority of the shares then entitled to vote at an election of directors;\n  provided, however, that, if and so long as stockholders of the corporation are\n  entitled to cumulative voting, if less than the entire board of directors is to\n  be removed, no director may be removed without cause if the votes cast against\n  his removal would be sufficient to elect him if then cumulatively voted at an\n  election of the entire board of directors. <\/p>\n
3.6 PLACE OF MEETINGS; MEETINGS BY\n    TELEPHONE<\/u>.  Regular meetings of the\n    board of directors may be held at any place within or outside the State of\n    Delaware that has been designated from time to time by resolution of the board\n    of directors.  In the absence of such a\n    designation, regular meetings shall be held at the principal executive office\n    of the corporation.  Special meetings of\n    the board of directors may be held at any place within or outside the State of\n    Delaware that has been designated in the notice of the meeting or, if not\n    stated in the notice or if there is no notice, at the principal executive\n    office of the corporation. <\/p>\n
Any meeting, regular or special, may be held by\nconference telephone or similar communication equipment, so long as all\ndirectors participating in the meeting can hear one another; and all such\ndirectors shall be deemed to be present in person at the meeting.<\/p>\n\n\n\n3.7           REGULAR MEETINGS<\/u>.  Regular meetings of the board of directors\nmay be held without notice if the times of such meetings are fixed by the board\nof directors.\n\n
9<\/p>\n\n\n\n\n3.8           SPECIAL MEETINGS; NOTICE<\/u>.  Special meetings of the board of directors\nfor any purpose or purposes may be called at any time by the chairman of the\nboard of directors, the chairman of the executive committee, the chief\nexecutive officer, the secretary or a majority of the members of the board of\ndirectors then in office. 
The person or persons authorized to call special\nmeetings of the board of directors may fix the place and time of the\nmeetings.  The secretary or any assistant\nsecretary shall give notice of any special meeting to each director personally\nor by telephone to each director or sent by first-class mail, courier service\nor telegram, telecopy or other electronic or wireless means, postage or charges\nprepaid, addressed to each director at that director\u0092s address as it is shown\non the records of the corporation or if the address is not readily\nascertainable, notice shall be addressed to the director at the city or place\nin which the meetings of directors are regularly held.  If the notice is by mail, such notice shall\nbe deposited in the United States mail at least four (4) days prior to the\ntime set for such meeting.  If the notice\nis by telegram, overnight mail or courier service, such notice shall be deemed\nadequately delivered when the telegram is delivered to the telegram company or\nthe notice is delivered to the overnight mail or courier service company at\nleast twenty-four (24) hours prior to the time set for such meeting.  If the notice is by facsimile transmission or\nother electronic means, such notice shall be deemed adequately delivered when\nthe notice is transmitted at least twenty-four (24) hours prior to the time set\nfor such meeting.  If the notice is by\ntelephone or by hand delivery, such notice shall be deemed adequately delivered\nwhen the notice is given at least twenty-four (24) hours prior to the time set\nfor such meeting.  Any oral notice given\npersonally or by telephone may be communicated either to the director or to a\nperson at the office of the director who the person giving the notice has\nreason to believe will promptly 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\nthe place of the meeting.  Moreover, a\nnotice of special meeting need not state the purpose of such meeting, and,\nunless indicated in the notice thereof, any and all business may be transacted\nat a special meeting.<\/p>\n\n\n\n3.9           QUORUM<\/u>.  A majority of the authorized number of\ndirectors shall constitute a quorum for the transaction of business, except to\n\nfill vacancies in the board of directors as provided in Section 3.4 and to\nadjourn as provided in Section 3.11 of these Bylaws.  Every act or decision done or made by a majority\nof the directors present at a duly held meeting at which a quorum is present\nshall be regarded as the act of the board of directors, subject to the\nprovisions of the Certificate of Incorporation and applicable law. 
A meeting at which a quorum is initially present may\ncontinue to transact business, notwithstanding the withdrawal of enough\ndirectors to leave less than a quorum, upon resolution of at least a majority\nof the required quorum for that meeting prior to the loss of such quorum.<\/p>\n\n\n\n3.10         WAIVER OF NOTICE<\/u>.  Notice of a meeting need not be given to any\ndirector (i) who signs a waiver of notice or a consent to holding the\nmeeting or an approval of the minutes thereof, whether before or after the\nmeeting, or (ii) who attends the meeting without protesting, prior thereto\nor at its commencement, the lack of notice to such directors.  The transactions of any meeting of the board\nof directors, however called and noticed or wherever held, are as valid as\nthough had at a meeting duly held after regular call and notice if a quorum is\npresent and if, either before or after the meeting, each of the directors not\npresent signs a written waiver of notice. \nAll such waivers shall\n\n
10<\/p>\n\n\n\n  
be filed\n  with the corporate records or made part of the minutes of the meeting.  A waiver of notice need not specify the\n  purpose of any regular or special meeting of the board of directors. <\/p>\n  
3.11 ADJOURNMENT<\/u>.  A majority of the directors present, whether\n    or not constituting a quorum, may adjourn any meeting to another time and\n    place. <\/p>\n  
3.12 NOTICE OF ADJOURNMENT<\/u>.  Notice of the time and place of holding an\n      adjourned meeting need not be given if announced unless the meeting is\n      adjourned for more than twenty-four (24) hours. \n      If the meeting is adjourned for more than twenty-four (24) hours, then\n      notice of the time and place of the adjourned meeting shall be given before the\n      adjourned meeting takes place, in the manner specified in Section 3.8 of\n      these Bylaws, to the directors who were not present at the time of the\n      adjournment. <\/p>\n  
3.13 BOARD ACTION BY WRITTEN CONSENT\n        WITHOUT A MEETING<\/u>.  Any action\n        required or permitted to be taken by the board of directors may be taken\n        without a meeting, provided that all members of the board of directors individually\n        or collectively consent in writing to that action.  Such action by written consent shall have the\n        same force and effect as a unanimous vote of the board of directors.  Such written consent and any counterparts\n        thereof shall be filed with the minutes of the proceedings of the board of\n        directors. <\/p>\n  
3.14 ORGANIZATION<\/u>.  Meetings of the board of directors shall be\n          presided over by the chairman of the board of directors, if any.  In his or her absence, a majority of the\n          directors present at the meeting, assuming a quorum, shall designate a\n          president pro tem of the meeting who, if any such person be present, shall be a\n          chairman of a committee of the board of directors and who shall preside at the\n          meeting.  The secretary shall act as\n          secretary of the meeting, but in his or her absence the chairman of the meeting\n          may appoint any person to act as secretary of the meeting. <\/p>\n  
3.15 FEES AND COMPENSATION OF DIRECTORS<\/u>.  Directors and members of committees may\n            receive such compensation, if any, for their services and such reimbursement of\n            expenses as may be fixed or determined by resolution of the board of\n            directors.  This Section 3.15 shall\n            not be construed to preclude any director from serving the corporation in any\n            other capacity as an officer, agent, employee or otherwise and receiving\n            compensation for those services. <\/p>\n  
3.16         EXECUTIVE\nSESSION<\/u>.  It is the intent of the\nboard of directors that the members of the board of directors who are not\nemployees of the corporation shall confer in executive session at least annually.  Such independent directors may confer in\nadditional executive sessions from time to time throughout the year, as\ndetermined by a majority of such independent directors.<\/p>\n\n
 <\/p>\n\n
ARTICLE IV<\/div>\n
COMMITTEES<\/u><\/div>\n\n\n4.1           COMMITTEES OF DIRECTORS<\/u>.  The board of directors may designate one (1) or\nmore committees, each consisting of two or more directors, to serve at the\npleasure of the board of directors.  The\nboard of directors may designate one (1) or more directors as alternate\nmembers of any committee, who may replace any absent member at any meeting of\nthe committee.  Any\n\n
11<\/p>\n\n\n\n\n
committee,\n  to the extent provided in the resolution of the board of directors, shall have\n  all the authority of the board of directors, but no such committee shall have\n  the power or authority to (i) approve or adopt or recommend to the\n  stockholders any action or matter that requires the approval of the\n  stockholders or (ii) adopt, amend or repeal any Bylaw of the corporation. <\/p>\n
4.2 MEETINGS AND ACTION OF COMMITTEES<\/u>.  Meetings and actions of committees shall be\n    governed by, and held and taken in accordance with, the provisions of Article III\n    of these Bylaws, Section 3.6 (place of meetings), Section 3.7\n    (regular meetings), Section 3.8 (special meetings and notice), Section 3.9\n    (quorum), Section 3.10 (waiver of notice), Section 3.11\n    (adjournment), Section 3.12 (notice of adjournment), and Section 3.13\n    (action without meeting), with such changes in the context of those Bylaws as\n    are necessary to substitute the committee and its members for the board of\n    directors and its members; provided, however, that the time of regular meetings\n    of committees may be determined either by resolution of the board of directors\n    or by resolution of the committee, that special meetings of committees may also\n    be called by resolution of the board of directors, and that notice of special\n    meetings of committees shall also be given to all alternate members, who shall\n    have the right to attend all meetings of the committee.  The board of directors may adopt rules for\n    the government of any committee not inconsistent with the provisions of these\n    Bylaws. <\/p>\n
4.3 EXECUTIVE COMMITTEE<\/u>.  In the event that the board of directors\n      appoints an executive committee, such executive committee, in all cases in which\n      specific directions to the contrary shall not have been given by the board of\n      directors, shall have and may exercise, during the intervals between the\n      meetings of the board of directors, all the powers and authority of the board\n      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\n      committee may deem in the best interests of the corporation. <\/p>\n
ARTICLE V<\/div>\n
OFFICERS<\/u><\/div>\n\n\n
5.1           OFFICERS<\/u>.  The officers of the corporation shall consist\n  of a chief executive officer, one or more vice presidents, a secretary and a\n  chief financial officer who shall be elected by the board of directors and such\n  other officers, including but not limited to a chairman of the board of directors,\n  a chairman of the executive committee, a president and a treasurer, as the\n  board of directors shall deem expedient, who shall be elected in such manner\n  and hold their offices for such terms as the board of directors may prescribe.  Any two of such offices may be held by the\n  same person.  The board of directors may\n  designate one or more elected vice presidents as executive vice presidents or\n  senior vice presidents.  The board of\n  directors may from time to time designate the chief executive officer, president\n  or any executive vice president as the chief operating officer of the\n  corporation. <\/p>\n
5.2 ELECTION OF OFFICERS<\/u>.  In addition to officers elected by the board\n    of directors in accordance with Sections 5.1 and 5.3, the corporation may have\n    one or more appointed non-corporate vice presidents, who may not be executive\n    officers for purposes of Section 16 of the 1934 Act (\u0093non-corporate vice\n    presidents\u0094).  Such non-corporate vice\n    presidents may be appointed by the <\/p>\n
12<\/p>\n\n\n\n
board of\n  directors, the chairman of the board of directors or the chief executive\n  officer and shall have such duties as may be established by the board of\n  directors, the chairman of the board of directors or the chief executive\n  officer.  The board of directors may\n  designate one or more appointed non-corporate vice presidents as executive vice\n  presidents or senior vice presidents. \n  Non-corporate vice presidents appointed pursuant to this Section 5.2\n  may be removed in accordance with Section 5.4. <\/p>\n
5.3 TERMS OF OFFICE AND COMPENSATION<\/u>.  The term of office and salary of each of said\n  officers and the manner and time of the payment of such salaries shall be fixed\n  and determined by the board of directors and may be altered by said board of\n  directors from time to time at its pleasure, subject to the rights, if any, of\n  said officers under any contract of employment. <\/p>\n
5.4 REMOVAL; RESIGNATION OF OFFICERS\n  AND VACANCIES<\/u>.  Any officer of the\n  corporation may be removed at the pleasure of the board of directors at any meeting\n  or at the pleasure of any officer who may be granted such power by a resolution\n  of the board of directors.  Any officer\n  may resign at any time upon written notice to the corporation without prejudice\n  to the rights, if any, of the corporation under any contract to which the\n  officer is a party.  If any vacancy\n  occurs in any office of the corporation, the board of directors may elect a\n  successor to fill such vacancy for the remainder of the unexpired term and until\n  a successor is duly chosen and qualified. <\/p>\n
5.5 CHAIRMAN OF THE BOARD<\/u>.  The chairman of the board of directors, if\n  such an officer be elected, shall, if present, preside at meetings of the board\n  of directors and stockholders; and may call meetings of the stockholders and\n  also of the board of directors to be held, subject to the limitations\n  prescribed by law or by these Bylaws, at such times and at such places as the\n  chairman of the board of directors may deem proper.  The chairman of the board of directors shall\n  have the power to sign certificates for shares of stock of the corporation and\n  shall exercise and perform such other duties as may from time to time be agreed\n  to by the board of directors.  The\n  chairman of the board of directors shall report to the board of directors. <\/p>\n
5.6 INTENTIONALLY OMITTED<\/u>. <\/p>\n
5.7 CHAIRMAN OF EXECUTIVE COMMITTEE<\/u>.  The chairman of the executive committee, if\n  there be one, shall have the power to call meetings of the stockholders and\n  also of the board of directors to be held subject to the limitations prescribed\n  by law or by these Bylaws, at such times and at such places as the chairman of\n  the executive committee shall deem proper. \n  The chairman of the executive committee shall have such other powers and\n  be subject to such other duties as the board of directors may from time to time\n  prescribe. <\/p>\n
5.8 CHIEF EXECUTIVE OFFICER<\/u>.  The powers and duties of the chief executive\n  officer are: (a)           To have and provide general\n  supervision, direction and control of the corporation\u0092s business and its\n  officers; (b)           To call meetings of the board of\n  directors to be held, subject to the limitations prescribed by law or by these\n  Bylaws, at such times and at such places as the chief executive officer shall\n  deem proper; <\/p>\n
13<\/p>\n\n\n\n\n\n(c)           To affix the signature of the\ncorporation to all deeds, conveyances, mortgages, leases, obligations, bonds,\ncertificates and other papers and instruments in writing (\u0093Contracts\u0094) which\nhave been authorized by the board of directors or which, in the judgment of the\nchief executive officer, should be executed on behalf of the corporation; (d)           In the event that the chairman of the\nboard has not otherwise signed certificates for shares of stock of the\ncorporation, to sign such certificates; (e)           To delegate the power to affix the\nsignature of the corporation to Contracts to other officers of the corporation;\nand (f)            To have such other powers and be\nsubject to such other duties as the board of directors may from time to time\nprescribe. 
In case of the disability or death of the chief\nexecutive officer, the board of directors shall meet promptly to confer the\npowers of the chief executive officer on another elected officer.  Until the board of directors takes such\naction, the chief financial officer shall exercise all the power and perform\nall the duties of the chief executive officer.<\/p>\n\n\n\n
5.9           PRESIDENT<\/u>.  Subject to the discretion of the board of\n  directors to elect or not elect a president and to the supervisory powers of\n  the chief executive officer in the event of such election, the president shall\n  act in a general executive capacity and shall assist the chief executive\n  officer in the administration and operation of the corporation\u0092s business and\n  general supervision of its policies and affairs. The president shall have the\n  power to affix the signature of the corporation to all Contracts which have\n  been authorized by the board of directors or the chief executive officer.  The president shall have such other powers\n  and be subject to such other duties as the board of directors or the chairman\n  of the board or the chief executive officer may from time to time prescribe. <\/p>\n
5.10 VICE PRESIDENTS<\/u>.  In case of the absence, disability or death\n    of the chief executive officer and president, the elected vice president, or\n    one of the elected vice presidents, shall exercise all the powers and perform\n    all the duties of the president.  If\n    there is more than one elected vice president, the order in which the elected\n    vice presidents shall succeed to the powers and duties of the president shall\n    be as fixed by the board of directors. \n    The elected vice president or elected vice presidents shall have such\n    other powers and perform such other duties as may be granted or prescribed by\n    the board of directors. <\/p>\n
Vice presidents appointed pursuant to Section 5.2\nshall have such powers and duties as may be fixed by the chairman of the board\nof directors, except that such appointed vice presidents may not exercise the\npowers and duties of the chief executive officer or president.<\/p>\n\n\n\n5.11         SECRETARY<\/u>.  The powers and duties of the secretary are: (a)           To keep a book of minutes at the\nprincipal office of the corporation, or such other place as the board of\ndirectors may order, of all meetings of its directors and stockholders with the\ntime and place of holding, whether regular or special, and, if special, how\nauthorized, the notice thereof given, the names of those present at directors\u0092\n\nmeetings, the number of shares present or represented at stockholders\u0092 meetings\nand the proceedings thereof.\n\n
14<\/p>\n\n\n\n\n
(b)           To keep the seal of the corporation\n  and affix the same to all instruments which may require it. (c)           To keep or cause to be kept at the\n  principal office of the corporation, or at the office of the transfer agent or\n  agents, a share register, or duplicate share registers, showing the names of\n  the stockholders and their addresses, the number of and classes of shares, and\n  the number and date of cancellation of every certificate surrendered for\n  cancellation. (d)           To keep a supply of certificates for\n  shares of the corporation, to fill in all certificates issued, and to make a\n  proper record of each such issuance; provided, that so long as the corporation\n  shall have one or more duly appointed and acting transfer agents of the shares,\n  or any class or series of shares, of the corporation, such duties with respect\n  to such shares shall be performed by such transfer agent or transfer agents. (e)           To transfer upon the share books of\n  the corporation any and all shares of the corporation; provided, that so long\n  as the corporation shall have one or more duly appointed and acting transfer\n  agents of the shares, or any class or series of shares, of the corporation,\n  such duties with respect to such shares shall be performed by such transfer\n  agent or transfer agents, and the method of transfer of each certificate shall\n  be subject to the reasonable regulations of the transfer agent to which the\n  certificate is presented for transfer, and also, if the corporation then has\n  one or more duly appointed and acting registrars, to the reasonable regulations\n  of the registrar to which the new certificate is presented for registration;\n  and provided, further that no certificate for shares of stock shall be issued\n  or delivered or, if issued or delivered, shall have any validity whatsoever\n  until and unless it has been signed or authenticated in the manner provided in Section 8.5\n  hereof. (f)            To make service and publication of\n  all notices that may be necessary or proper, and without command or direction\n  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\n  thereunto authorized by any of them or by the board of directors or by the\n  holders of a majority of the outstanding shares of the corporation. (g)           Generally to do and perform all such\n  duties as pertain to the office of secretary and as may be required by the\n  board of directors. <\/p>\n
5.12 CHIEF FINANCIAL OFFICER<\/u>.  The powers and duties of the chief financial\n  officer are: (a)           To supervise the corporate-wide\n  treasury functions and financial reporting to external bodies. (b)           To have the custody of all funds,\n  securities, evidence of indebtedness and other valuable documents of the\n  corporation and, at the chief financial officer\u0092s discretion, to cause any or\n  all thereof to be deposited for account of the corporation at such depositary\n  as may be designated from time to time by the board of directors or the\n  chairman of the board or the chief executive officer. <\/p>\n
15<\/p>\n\n\n\n\n\n
(c)           To receive or cause to be received,\n  and to give or cause to be given, receipts and acceptances for monies paid in\n  for the account of the corporation. (d)           To disburse, or cause to be\n  disbursed, all funds of the corporation as may be directed by the board of\n  directors, the chairman of the board or the chief executive officer, taking\n  proper vouchers for such disbursements. (e)           To render to the chief executive\n  officer and to the board of directors, whenever they may require, accounts of\n  all transactions and of the financial condition of the corporation. (f)            Generally to do and perform all such\n  duties as pertain to the office of chief financial officer and as may be\n  required by the board of directors. <\/p>\n
ARTICLE VI<\/div>\n\n\n
\nINDEMNIFICATION\n    OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS<\/u>\n<\/div>\n\n\n
6.1           INDEMNIFICATION OF DIRECTORS AND\n  OFFICERS<\/u>.  Each person who was or is\n  made a party or is threatened to be made a party to or is involved in any\n  action, suit, or proceeding, whether civil, criminal, administrative or\n  investigative (hereinafter a \u0093proceeding\u0094), by reason of the fact that he or\n  she or a person of whom he or she is the legal representative is or was a\n  director or officer of the corporation (or any predecessor) or is or was\n  serving at the request of the corporation (or any predecessor) as a director,\n  officer, employee or agent of another corporation or of a partnership, joint\n  venture, trust or other enterprise (or any predecessor of any of such\n  entities), including service with respect to employee benefit plans maintained\n  or sponsored by the corporation (or any predecessor), whether the basis of such\n  proceeding is alleged action in an official capacity as a director, officer,\n  employee or agent or in any other capacity while serving as a director,\n  officer, employee or agent, shall be indemnified and held harmless by the\n  corporation to the fullest extent authorized by the General Corporation Law of\n  the State of Delaware, as the same exists or may hereafter be amended (but, in\n  the case of any such amendment, only to the extent that such amendment permits\n  the corporation to provide broader indemnification rights than said law\n  permitted the corporation to provide prior to such amendment), against all\n  expense, liability and loss (including attorneys\u0092 fees, judgments, fines, ERISA\n  excise taxes or penalties and amounts paid or to be paid in settlement)\n  reasonably incurred or suffered by such person in connection therewith and such\n  indemnification shall continue as to a person who has ceased to be a director,\n  officer, employee or agent and shall inure to the benefit or his or her heirs,\n  executors and administrators; provided, however, that except as provided in the\n  third paragraph of this Bylaw, the corporation shall indemnify any such person\n  seeking indemnification in connection with a proceeding (or part thereof)\n  initiated by such person only if such proceeding (or part thereof) was\n  authorized by the board of directors. \n  The right to indemnification conferred in this Bylaw shall be a contract\n  right and shall include the right to be paid by the corporation the expenses\n  incurred in defending any such proceeding in advance of its final disposition,\n  such advances to be paid by the corporation within twenty (20) days after the\n  receipt by the corporation of a statement or statements from the claimant\n  requesting such advance or advances from time to time; provided, however, that\n  if the General Corporation Law of the State of Delaware requires, the payment\nof such expenses incurred by a <\/p>\n
16<\/p>\n\n\n\ndirector\nor officer in his or her capacity as a director or officer (and not in any\nother capacity in which service was or is rendered by such person while a\ndirector or officer, including, without limitation, service to an employee\nbenefit plan) in advance of the final disposition of a proceeding, shall be\nmade only upon delivery to the corporation of an undertaking by or on behalf of\nsuch director or officer to repay all amounts so advanced if it shall\nultimately be determined that such director or officer is not entitled to be\nindemnified under this Bylaw or otherwise. 
To obtain indemnification under this Bylaw, a claimant\nshall submit to the corporation a written request, including therein or\ntherewith such documentation and information as is reasonably available to the\nclaimant and is reasonably necessary to determine whether and to what extent\nthe claimant is entitled to indemnification. \nUpon written request by a claimant for indemnification pursuant to the\npreceding sentence, a determination, if required by applicable law, with\nrespect to the claimant\u0092s entitlement thereto shall be made as follows: (i) if\nrequested by the claimant, by Independent Counsel (as hereinafter defined), or (ii) if\nno request is made by the claimant for a determination by Independent Counsel, (A) by\nthe board of directors by a majority vote of a quorum consisting of\nDisinterested Directors (as hereinafter defined), or (B) if a quorum of\nthe board of directors consisting of Disinterested Directors is not obtainable\nor, even if obtainable, such quorum of Disinterested Directors so directs, by\nIndependent Counsel in a written opinion to the board of directors, a copy of\nwhich shall be delivered to the claimant, or (C) if a quorum of\nDisinterested Directors so directs, by the stockholders of the\ncorporation.  In the event the\ndetermination of entitlement to indemnification is to be made by Independent\nCounsel at the request of the claimant, the Independent Counsel shall be\nselected by the board of directors unless there shall have occurred within two\nyears prior to the date of the commencement of the action, suit or proceeding\nfor which indemnification is claimed a \u0093Change of Control\u0094 as defined below, in\nwhich case the Independent Counsel shall be selected by the claimant unless the\nclaimant shall request that such selection be made by the board of\ndirectors.  If it is so determined that\nthe claimant is entitled to indemnification, payment to the claimant shall be\nmade within ten (10) days after such determination.<\/p>\n\n\n\n
If a claim for the indemnification under this Bylaw is\nnot paid in full by the corporation within thirty (30) days after a written\nclaim pursuant to the preceding paragraph of this Bylaw has been received by\nthe corporation, the claimant may at any time thereafter bring suit against the\ncorporation to recover the unpaid amount of the claim and, if successful in\nwhole or in part, the claimant shall be entitled to be paid also the expense of\nprosecuting such claim.  It shall be a\ndefense to any such action (other than an action brought to enforce a claim for\nexpenses incurred in defending any proceeding in advance of its final\ndisposition where the required undertaking, if any is required, has been\ntendered to the corporation) that the claimant has not met the standard of\nconduct which makes it permissible under the General Corporation Law of the\nState of Delaware for the corporation to indemnify the claimant for the amount\nclaimed, but the burden of proving such defense shall be on the\ncorporation.  Neither the failure of the\ncorporation (including its board of directors, Independent Counsel or\nstockholders) to have made a determination prior to the commencement of such\naction that indemnification of the claimant is proper in the circumstances\nbecause he or she has met the applicable standard of conduct set forth in the\nGeneral Corporation Law of the State of Delaware, nor an actual determination\nby the corporation (including its board of directors, Independent Counsel or\nstockholders) that the claimant has not met such applicable standard of\nconduct, shall be a defense to the action or create a presumption that the\nclaimant has not met the applicable standard of conduct.<\/p>\n\n\n\n
17<\/p>\n\n\n\n
If a determination shall have been made pursuant to\nthis Bylaw that the claimant is entitled to indemnification, the corporation\nshall be bound by such determination in any judicial proceeding commenced\npursuant to the proceeding paragraph of this Bylaw.  The corporation shall be precluded from\nasserting in any judicial proceeding commenced pursuant to the third paragraph\nof this Bylaw that the procedures and presumptions of this Bylaw are not valid,\nbinding and enforceable and shall stipulate in such proceeding that the\ncorporation is 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\ndisposition conferred in this Bylaw shall not be exclusive or any other right\nwhich any person may have or hereafter acquire under any statute, provision of\nthe Certificate of Incorporation, Bylaws, agreement, vote of stockholders or\nDisinterested Directors or otherwise.  No\nrepeal or modification of this Bylaw shall in any way diminish or adversely\naffect the rights of any director, officer, employee or agent of the\ncorporation hereunder in respect of any occurrence or matter arising prior to\nany such repeal or modification.<\/p>\n\n\n\n
If any provision or provisions of this Bylaw shall be\nheld to be invalid, illegal or unenforceable for any reason whatsoever: (i) the\nvalidity, legality and enforceability of the remaining provisions of this Bylaw\n(including, without limitation, each portion of any paragraph of this Bylaw\ncontaining any such provision held to be invalid, illegal or unenforceable,\nthat is not itself held to be invalid, illegal or unenforceable) shall not in\nany way be affected or impaired thereby; and (ii) to the fullest extent\npossible, the provisions of this Bylaw (including, without limitation, each\nsuch portion of any paragraph of this Bylaw containing any such provision held\nto be invalid, illegal or unenforceable) shall be construed so as to give\neffect to the intent manifested by the provision held invalid, illegal or\nunenforceable.<\/p>\n\n\n\n
For the purpose of this Bylaw, a \u0093Change of Control\u0094\nshall mean:<\/p>\n\n\n\n
(1)           the\nacquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or\n14(d)(2) of the 1934 Act (a \u0093Person\u0094) of beneficial ownership (within the\nmeaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more\nof either (i) the then outstanding shares of common stock of the\ncorporation (the \u0093Outstanding Corporation Common Stock\u0094) or (ii) the\ncombined voting power of the then outstanding voting securities of the\ncorporation entitled to vote generally in the election of directors (the \u0093Outstanding\nCorporation Voting Securities\u0094); provided, however, that for purposes of this\npart (1), the following acquisitions shall not constitute a Change of Control: (i) any\nacquisition directly from the corporation or any acquisition from other\nstockholders where (A) such acquisition was approved in advance by the\nboard of directors of the corporation, and (B) such acquisition would not\nconstitute a Change of Control under part (1) of this definition, (ii) any\nacquisition by the corporation, (iii) any acquisition by any employee\nbenefit plan (or related trust) sponsored or maintained by the corporation or\nany corporation controlled by the corporation, or (iv) any acquisition by\nany corporation pursuant to a transaction which complies with clauses (i), (ii) and\n(iii) of part (1) of this definition; or<\/p>\n\n\n\n
(2)           individuals\nwho, as of the date hereof, constitute the board of directors (the \u0093Incumbent\nBoard\u0094) cease for any reason to constitute at least a majority of the board of\ndirectors; provided, however, that any individual becoming a director\nsubsequent to the date hereof whose election, or nomination for election by the\nstockholders, was approved by a vote of at least a majority of the directors\nthen comprising the Incumbent Board shall be considered as though such<\/p>\n\n\n\n
18<\/p>\n\n\n
individual were a member of the Incumbent Board, but excluding, for\nthis purpose, any such individual whose initial assumption of office occurs as\na result of an actual or threatened election contest with respect to the\nelection or removal of directors or other actual or threatened solicitation of\nproxies of consents by or on behalf of a Person other than the board of\ndirectors; or<\/p>\n\n\n\n
(3)           consummation\nof a reorganization, merger or consolidation or sale or other disposition of\nall or substantially all of the assets of the corporation (a \u0093Business\nCombination\u0094), in each case, unless, following such Business Combination, (i) all\nor substantially all of the individuals and entities who were the beneficial\nowners, respectively, of the Outstanding Corporation Common Stock and\nOutstanding Corporation Voting Securities immediately prior to such Business\nCombination beneficially own, directly or indirectly, more than 50% of,\nrespectively, the then outstanding shares of common stock and the combined\nvoting power of the then outstanding voting securities entitled to vote\ngenerally in the election of directors, as the case may be, of the corporation\nresulting from such Business Combination (including, without limitation, a\ncorporation which as a result of such transaction owns the corporation or all\nor substantially all of the corporation\u0092s assets either directly or through one\nor more subsidiaries) in substantially the same proportions as their ownership,\nimmediately prior to such Business Combination of the Outstanding Corporation\nCommon Stock and Outstanding Corporation Voting Securities, as the case may be,\n(ii) no Person (excluding any corporation resulting from such Business\nCombination or any employee benefit plan (or related trust) of the corporation\nor such corporation resulting from such Business Combination) beneficially\nowns, directly or indirectly, 20% or more of, respectively, the then\noutstanding shares of common stock of the corporation resulting from such\nBusiness Combination or the combined voting power of the then outstanding voting\nsecurities of such corporation except to the extent that such ownership existed\nprior to the Business Combination, and (iii) at least a majority of the\nmembers of the board of directors of the corporation resulting from such\nBusiness Combination were members of the Incumbent Board at the time of the\nexecution of the initial agreement, or of the action of the board of directors,\nproviding for such Business Combination; or<\/p>\n\n\n\n
(4)           approval\nby the stockholders of a complete liquidation or dissolution of the corporation.<\/p>\n\n\n\n
For purposes of this Bylaw:<\/p>\n\n\n\n
\u0093Disinterested Director<\/u>\u0094 shall mean a director\nof the corporation who is not and was not a party to the matter in respect of\nwhich indemnification is sought by the claimant.<\/p>\n\n\n\n
\u0093Independent Counsel<\/u>\u0094 shall mean a law firm, a\nmember of a law firm, or an independent practitioner, that is experienced in\nmatters of corporation law and shall include any person who, under the\napplicable standards of professional conduct then prevailing, would not have a\nconflict 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\n\n
Any notice, request or other communication required or\npermitted to be given to the corporation under this Bylaw shall be in writing\nand either delivered in person or sent by telecopy, telex, telegram, overnight\nmail or courier service, or certified or registered mail, postage or charges<\/p>\n\n\n\n
19<\/p>\n\n\n\n\n
prepaid, return copy requested, to the secretary of the corporation and\nshall be effective only upon receipt by the secretary.<\/p>\n\n\n\n
6.2           INDEMNIFICATION OF OTHERS<\/u>.  The corporation shall have the power, to the\n  maximum extent and in the manner permitted by the General Corporation Law of\n  Delaware, to indemnify each of its employees and agents (other than directors\n  and officers) against expenses (including attorneys\u0092 fees), judgments, fines,\n  settlements and other amounts actually and reasonably incurred in connection\n  with any proceeding, arising by reason of the fact that such person is or was\n  an agent of the corporation.  For\n  purposes of this Section 6.2, an \u0093employee\u0094 or \u0093agent\u0094 of the corporation\n  (other than a director or officer) includes any person (i) who is or was\n  an employee or agent of the corporation, (ii) who is or was serving at the\n  request of the corporation as an employee or agent of another corporation,\n  partnership, joint venture, trust or other enterprise, or (iii) who was an\n  employee or agent of a corporation which was a predecessor corporation of the\n  corporation or of another enterprise at the request of such predecessor\n  corporation. <\/p>\n
6.3 INSURANCE<\/u>.  The corporation may purchase and maintain\n    insurance on behalf of any person who is or was a director, officer, employee\n    or agent of the corporation, or is or was serving at the request of the\n    corporation as a director, officer, employee or agent of another corporation,\n    partnership, joint venture, trust or other enterprise against any liability\n    asserted against him or her and incurred by him or her in any such capacity, or\n    arising out of his or her status as such, whether or not the corporation would\n    have the power to indemnify him or her against such liability under the\n    provisions of the General Corporation Law of Delaware. <\/p>\n
6.4 EXPENSES<\/u>.  The corporation shall advance to any person\n    who was or is a party or is threatened to be made a party to any threatened,\n    pending or completed action, suit or proceeding, whether civil, criminal,\n    administrative or investigative, by reason of the fact that he or she is or was\n    a director or officer of the corporation, or is or was serving at the request\n    of the corporation as a director or officer of another corporation,\n    partnership, joint venture, trust or other enterprise, prior to the final\n    disposition of the proceeding, promptly following request therefor, all\n    expenses incurred by any director or officer in connection with such\n    proceeding, upon receipt of an undertaking by or on behalf of such person to\n    repay said amounts if it should be determined ultimately that such person is\n    not entitled to be indemnified under this Bylaw or otherwise; provided,\n    however, that the corporation shall not be required to advance expenses to any\n    director or officer in connection with any proceeding (or part thereof)\n    initiated by such person unless the proceeding was authorized in advance by the\n    board of directors of the corporation. <\/p>\n
Notwithstanding the foregoing, unless otherwise\ndetermined pursuant to Section 6.5, no advance shall be made by the\ncorporation to an officer of the corporation (except by reason of the fact that\nsuch officer is or was a director of the corporation in which event this\nparagraph shall not apply) in any action, suit or proceeding, whether civil,\ncriminal, administrative or investigative, if a determination is reasonably and\npromptly made (i) by the board of directors by a majority vote of a quorum\nconsisting of directors who were not parties to the proceeding, or (ii) if\nsuch quorum is not obtainable, or, even if obtainable, a quorum of\ndisinterested directors so directs, by independent legal counsel in a written\nopinion, that the facts known to the decision-making party at the time such\ndetermination is made demonstrate clearly and convincingly that such person\nacted in bad faith or in<\/p>\n\n\n\n
20<\/p>\n\n\n\n\n\n
a manner that such person did not believe to be in or not opposed to\nthe best interests of the corporation.<\/p>\n\n\n\n
6.5           NON-EXCLUSIVITY OF RIGHTS<\/u>.  The rights conferred on any person by this\n  Bylaw shall not be exclusive of any other right which such person may have or\n  hereafter acquire under any statute, provision of the Certificate of\n  Incorporation, Bylaws, agreement, vote of stockholders or disinterested\n  directors or otherwise, both as to action in his official capacity and as to\n  action in another capacity while holding office.  The corporation is specifically authorized to\n  enter into individual contracts with any or all of its directors, officers,\n  employees or agents respecting indemnification and advances, to the fullest\n  extent not prohibited by the General Corporation Law of Delaware. <\/p>\n
6.6 SURVIVAL OF RIGHTS<\/u>.  The rights conferred on any person by this\n    Bylaw shall continue as to a person who has ceased to be a director, officer,\n    employee or other agent and shall inure to the benefit of the heirs, executors\n    and administrators of such a person. <\/p>\n
6.7 AMENDMENTS<\/u>.  Any repeal or modification of this Bylaw\n      shall only be prospective and shall not affect the rights under this Bylaw in\n      effect at the time of the alleged occurrence of any action or omission to act\n      that is the cause of any proceeding against any agent of the corporation. <\/p>\n
ARTICLE VII <\/div>\n
RECORDS\n          AND REPORTS<\/u> <\/div>\n
7.1 MAINTENANCE AND INSPECTION OF\n          RECORDS<\/u>.  The corporation shall,\n          either at its principal executive office or at such place or places as\n          designated by the board of directors, keep a record of its stockholders listing\n          their names and addresses and the number and class of shares held by each\n          stockholder, a copy of these Bylaws as amended to date, accounting books and\n          other records. <\/p>\n
Any stockholder of record, in person or by attorney or\nother agent, shall, upon written demand under oath stating the purpose thereof,\nhave the right during the usual hours for business to inspect for any proper\npurpose the corporation\u0092s stock ledger, a list of its stockholders, and its\nother books and records and to make copies or extracts therefrom.  A proper purpose shall mean a purpose\nreasonably related to such person\u0092s interest as a stockholder.  In every instance where an attorney or other\nagent is the person who seeks the right to inspection, the demand under oath\nshall be accompanied by a power of attorney or such other writing that\nauthorizes the attorney or other agent to so act on behalf of the\nstockholder.  The demand under oath shall\nbe directed to the corporation at its registered office in Delaware or at its\nprincipal place of business.<\/p>\n\n\n\n7.2           INSPECTION BY DIRECTORS<\/u>.  Any director shall have the right to examine\nthe corporation\u0092s stock ledger, a list of its stockholders and its other books\nand records for a purpose reasonably related to his or her position as a\ndirector.  The Court of Chancery is\nhereby vested with the exclusive jurisdiction to determine whether a director\nis entitled to the inspection sought. \n\nThe Court may summarily order the corporation to permit the director to\ninspect any and all books and\n\n
21<\/p>\n\n\n
records,\n  the stock ledger, and the stock list and to make copies or extracts\n  therefrom.  The Court may, in its\n  discretion, prescribe any limitations or conditions with reference to the\n  inspection, or award such other and further relief as the Court may deem just\n  and proper. <\/p>\n
7.3 REPRESENTATION OF SHARES OF OTHER\n    CORPORATIONS<\/u>.  The chief executive\n    officer or any other officer of this corporation authorized by the board of\n    directors or the chief executive officer is authorized to vote, represent, and\n    exercise on behalf of this corporation all rights incident to any and all\n    shares of any other corporation or corporations standing in the name of this\n    corporation.  The authority herein\n    granted may be exercised either by such person directly or by any other person\n    authorized to do so by proxy or power of attorney duly executed by such person\n    having the authority. <\/p>\n
ARTICLE VIII <\/div>\n
GENERAL\n        MATTERS<\/u> <\/div>\n
8.1 RECORD DATE FOR PURPOSES OTHER\n        THAN NOTICE AND VOTING<\/u>.  For purposes\n        of determining the stockholders entitled to receive payment of any dividend or\n        other distribution or allotment of any rights or the stockholders entitled to\n        exercise any rights in respect of any other lawful action, the board of\n        directors may fix, in advance, a record date, which shall not be more than\n        sixty (60) days before any such action. \n        \nIn that case, only stockholders of record at the close of business on\n        the date so fixed are entitled to receive the dividend, distribution or\n        allotment of rights, or to exercise such rights, as the case may be,\n        notwithstanding any transfer of any shares on the books of the corporation\n        after the record date so fixed, except as otherwise provided in the Certificate\n        of Incorporation, by these Bylaws, by agreement or by law. <\/p>\n
If the board of directors does not so fix a record\ndate, then the record date for determining stockholders for any such purpose\nshall be at the close of business on the day on which the board of directors\nadopts the applicable resolution or the sixtieth (60th) day before the date of\nthat action, whichever is later.<\/p>\n\n\n\n
8.2           CHECKS; DRAFTS; EVIDENCES OF\n  INDEBTEDNESS<\/u>.  From time to time, the\n  board of directors shall determine by resolution which person or persons may\n  sign or endorse all checks, drafts, other orders for payment of money, notes or\n  other evidences of indebtedness that are issued in the name of or payable to\n  the corporation, and only the persons so authorized shall sign or endorse those\ninstruments. <\/p>\n
8.3 CORPORATE CONTRACTS AND\n    INSTRUMENTS; HOW EXECUTED<\/u>.  The board\n    of directors, except as otherwise provided in these Bylaws, may authorize any\n    officer or officers, or agent or agents, to enter into any contract or execute\n    any instrument in the name of and on behalf of the corporation; such authority\n    may be general or confined to specific instances.  Unless so authorized or ratified by the board\n    of directors or within the agency power of an officer, no officer, agent or\n    employee shall have any power or authority to bind the corporation by any\n    contract or engagement or to pledge its credit or to render it liable for any\n    purpose or for any amount. <\/p>\n
22<\/p>\n\n\n\n\n
8.4           FISCAL YEAR<\/u>.  The fiscal year of this corporation shall\n  begin on the first day of November of each year and end on the last day of\nOctober of the following year. <\/p>\n
8.5 STOCK CERTIFICATES<\/u>.  There shall be issued to each holder of fully\n  paid shares of the capital stock of the corporation a certificate or\n  certificates for such shares.  Pursuant\n  to the General Corporation Law of the State of Delaware, every holder of shares\n  of the corporation shall be entitled to have a certificate signed by, or in the\n  name of the corporation by, the chairman of the board of directors, or the\n  chief executive officer, and by the treasurer or an assistant treasurer, or the\n  secretary or an assistant secretary of the corporation representing the number\n  of shares registered in certificate form. \n  \nAny or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent or\n  registrar who has signed or whose facsimile signature has been placed upon a\n  certificate has ceased to be such officer, transfer agent or registrar before\n  such certificate is issued, it may be issued by the corporation with the same\n  effect as if he or she were such officer, transfer agent or registrar at the\n  date of issue. <\/p>\n
8.6 SPECIAL DESIGNATION ON\n  CERTIFICATES<\/u>.  If the corporation is\n  authorized to issue more than one class of stock or more than one series of any\n  class, then the powers, the designations, the preferences, and the relative,\n  participating, optional or other special rights of each class of stock or\n  series thereof and the qualifications, limitations or restrictions of such\n  preferences and\/or rights shall be set forth in full or summarized on the face\n  or back of the certificate that the corporation shall issue to represent such\n  class or series of stock; provided, however, that, except as otherwise provided\n  in Section 202 of the General Corporation Law of Delaware, in lieu of the\n  foregoing requirements there may be set forth on the face or back of the\n  certificate that the corporation shall issue to represent such class or series\n  of stock a statement that the corporation will furnish without charge to each\n  stockholder who so requests the powers, the designations, the preferences, and\n  the relative, participating, optional or other special rights of each class of\n  stock or series thereof and the qualifications, limitations or restrictions of\n  such preferences and\/or rights. <\/p>\n
8.7 LOST CERTIFICATES<\/u>.  The corporation may issue a new share\n  certificate or new certificate for any other security in the place of any\n  certificate theretofore issued by it, alleged to have been lost, stolen or\n  destroyed, and the corporation may require the owner of the lost, stolen or\n  destroyed certificate or the owner\u0092s legal representative to give the\n  corporation a bond (or other adequate security) sufficient to indemnify it\n  against any claim that may be made against it (including any expense or\n  liability) on account of the alleged loss, theft or destruction of any such\n  certificate or the issuance of such new certificate.  The board of directors may adopt such other\n  provisions and restrictions with reference to lost certificates, not\n  inconsistent with applicable law, as it shall in its discretion deem\n  appropriate. <\/p>\n
8.8 CONSTRUCTION; DEFINITIONS<\/u>.  Unless the context requires otherwise, the\n  general provisions, rules of construction, and definitions in the General\n  Corporation Law of Delaware shall govern the construction of these Bylaws.  Without limiting the generality of this\n  provision, the singular number includes the plural, the plural number includes\n  the singular, and the term \u0093person\u0094 includes both a corporation and a natural\n  person. <\/p>\n
8.9 PROVISIONS ADDITIONAL TO\n    PROVISIONS OF LAW<\/u>.  All restrictions,\n    limitations, requirements and other provisions of these Bylaws shall be\n    construed, insofar as <\/p>\n
23<\/p>\n\n\n\n\n
possible,\n  as supplemental and additional to all provisions of law applicable to the\n  subject matter thereof and shall be fully complied with in addition to the said\n  provisions of law unless such compliance shall be illegal. <\/p>\n
8.10 PROVISIONS CONTRARY TO PROVISIONS OF\n    LAW<\/u>.  Any article, section,\n    subsection, subdivision, sentence, clause or phrase of these Bylaws which upon\n    being construed in the manner provided in Section 8.9 hereof, shall be\n    contrary to or inconsistent with any applicable provisions of law, shall not\n    apply so long as said provisions of law shall remain in effect, but such result\n    shall not affect the validity or applicability of any other portions of these\n    Bylaws, it being hereby declared that these Bylaws would have been adopted and\n    each article, section, subsection, subdivision, sentence, clause or phrase\n    thereof, irrespective of the fact that any one or more articles, sections,\n    subsections, subdivisions, sentences, clauses or phrases is or are illegal. <\/p>\n
8.11 NOTICES<\/u>.  Any reference in these Bylaws to the time a\n      notice is given or sent means, unless otherwise expressly provided, the time a\n      written notice by mail is deposited in the United States mails, postage\n      prepaid; or the time any other written notice is personally delivered to the\n      recipient or is delivered to a common carrier for transmission, or actually\n      transmitted by the person giving the notice by electronic means, to the\n      recipient; or the time any oral notice is communicated, in person or by\n      telephone or wireless, to the recipient or to a person at the office of the\n      recipient who the person giving the notice has reason to believe will promptly\n      communicate it to the recipient. <\/p>\n
ARTICLE IX<\/div>\n\n\n
AMENDMENTS<\/u><\/div>\n\n\n
Subject to Section 6.7 hereof, the original or\nother bylaws of the corporation may be adopted, amended or repealed by the\nstockholders entitled to vote; provided, however, that the corporation may, in\nits Certificate of Incorporation, confer the power to adopt, amend or repeal\nbylaws upon the directors.  The fact that\nsuch power has been so conferred upon the directors shall not divest the\nstockholders of the power, nor limit their power to adopt, amend or repeal\nbylaws.  Notwithstanding the foregoing,\namendment or deletion of all or any portion of Article II hereof, Section 3.2\nhereof, Section 3.3 hereof, Section 3.4 hereof, Section 6.1\nhereof or this Article IX by the stockholders of the corporation shall\nrequire the affirmative vote of sixty-six and two-thirds percent (66 2\/3%) of\nthe outstanding shares entitled to vote thereon.<\/p>\n\n\n\n
Whenever an amendment or new bylaw is adopted, it\nshall be copied in the book of bylaws with the original bylaws, in the\nappropriate place.  If any bylaw is\nrepealed, the fact of repeal with the date of the meeting at which the repeal\nwas enacted or the filing of the operative written consent(s) shall be stated\nin said book.<\/p>\n\n\n\n
Amended and restated effective April 1, 2005.<\/p>\n\n\n\n
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