{"id":41397,"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-bylaws-wal-mart-stores-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-bylaws-wal-mart-stores-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/amended-bylaws-wal-mart-stores-inc.html","title":{"rendered":"Amended Bylaws – Wal-Mart Stores, Inc."},"content":{"rendered":"

AMENDED AND RESTATED BYLAWS <\/strong><\/p>\n

OF <\/strong><\/p>\n

WAL-MART STORES, INC. <\/strong><\/p>\n

(EFFECTIVE AS OF JUNE 2, 2011) <\/strong><\/p>\n<\/p>\n

ARTICLE I <\/u><\/strong><\/p>\n

OFFICES <\/u><\/strong><\/p>\n

Section 1. Registered Office.<\/u><\/strong> The registered office
\nof Wal-Mart Stores, Inc. (the “Corporation”<\/strong>) shall be in the
\nCity of Wilmington, County of New Castle, State of Delaware.<\/p>\n

Section 2. Other Offices.<\/u><\/strong> The Corporation may also
\nhave offices at such other places both within and without the State of Delaware
\nas the Board of Directors of the Corporation (the “Board”<\/strong>) may
\ndetermine or as may be necessary or useful in connection with the business of
\nthe Corporation.<\/p>\n

ARTICLE II <\/u><\/strong><\/p>\n

MEETINGS OF STOCKHOLDERS <\/u><\/strong><\/p>\n

Section 1. Place of Meetings.<\/u><\/strong> Meetings of the
\nstockholders may be held at such place, if any, either within or without the
\nState of Delaware, as shall be designated by the Board and stated in the notice
\nof the meeting. In lieu of holding a meeting of stockholders at a designated
\nplace, the Board may, in its sole discretion, determine that any meeting of
\nstockholders may be held solely by means of remote communication.<\/p>\n

Section 2. Annual Meetings.<\/u><\/strong> An annual meeting of
\nstockholders of the Corporation for the election of directors and any other
\nproper business shall be held each year at such place, if any, on such date and
\nat such time as shall be designated by the Board.<\/p>\n

Section 3. Special Meetings.<\/u><\/strong> A special meeting of
\nstockholders may be called at any time by a majority of the Board, the Chairman
\nof the Board, the Chief Executive Officer, if one, or the President. Only such
\nbusiness shall be conducted at a special meeting of stockholders as shall have
\nbeen specified in the notice of the special meeting (or in any supplement).<\/p>\n

Section 4. Notice of Meetings of Stockholders.<\/u><\/strong>
\nWritten notice of the place, if any, date and time of each meeting of the
\nstockholders, the means of remote communications, if any, by which stockholders
\nand proxy holders may be deemed present in person and vote at the meeting and,
\nin the case of a special meeting, the purpose or purposes for which the meeting
\nis called, shall be given, not less than 10 nor more than 60 days before the
\ndate on which the meeting is to be held, to each stockholder entitled to vote at
\nsuch meeting. Such notice shall be given in accordance with, and shall be deemed
\neffective as set forth in, Sections 222 and 232 (or any successor section or
\nsections) of the Delaware General Corporation Law.<\/p>\n<\/p>\n

\n

Section 5. Business at Annual Meetings.<\/u><\/strong> (a) At an
\nannual meeting of stockholders, only such business shall be conducted as shall
\nhave been properly brought before the meeting. To be properly brought before the
\nannual meeting, business must (1) be specified in the notice of meeting (or in
\nany supplement) given by or at the direction of the Board, (2) be otherwise
\nproperly brought before the meeting by or at the direction of the Board or
\n(3) satisfy the notice requirements set forth below in this Section 5 and
\notherwise be properly brought before the meeting by a stockholder.<\/p>\n

(b) For business to be brought before an annual meeting by a stockholder, the
\nstockholder must have given timely notice in writing to the Secretary. To be
\ntimely, a stockholder153s notice must be delivered to or mailed and received at
\nthe principal executive offices of the Corporation not less than 75 days nor
\nmore than 100 days prior to the meeting. If less than 85 days153 notice or prior
\npublic disclosure of the date of the meeting is given or made to stockholders,
\nnotice by the stockholder to be timely must be received not later than the close
\nof business on the 10th<\/sup> day following the day on which such notice of
\nthe date of the annual meeting was mailed or such public disclosure was made. A
\nstockholder153s notice to the Secretary shall set forth as to each matter the
\nstockholder proposes to bring before the annual meeting (1) a brief description
\nof the business desired to be brought before the annual meeting, the text of the
\nproposal or business and the reasons for conducting such business at the annual
\nmeeting, (2) the name and address, as they appear in the Corporation153s books, of
\nthe stockholder proposing such business, (3) the class and number of shares of
\nthe Corporation which are beneficially owned by the stockholder and (4) any
\nmaterial interest of the stockholder in such business.<\/p>\n

(c)<\/strong> Notwithstanding anything in these Bylaws to the
\ncontrary, no business shall be conducted at an annual meeting except in
\naccordance with the procedures set forth in this Section 5. The chair of an
\nannual meeting shall, if the facts warrant, determine and declare to the meeting
\nthat a matter of business was not properly brought before the annual meeting in
\naccordance with the provisions of this Section 5 or otherwise, and if he or she
\nshould so determine, he or she shall so declare to the meeting and any such
\nbusiness not properly brought before the meeting shall not be transacted.<\/p>\n

Section 6. Stock List.<\/u><\/strong> (a) The officer who has charge
\nof the stock ledger of the Corporation shall prepare and make, at least 10 days
\nbefore every meeting of stockholders, a complete list of the stockholders
\nentitled to vote at the meeting, arranged in alphabetical order, and showing the
\naddress of each stockholder and the number of shares registered in the name of
\neach stockholder. That list shall be open to the examination of any stockholder
\nfor any purpose germane to the meeting for a period of at least 10 days prior to
\nthe meeting (1) on a reasonably accessible electronic network, provided<\/u>
\nthat the information required to gain access to such list is furnished with the
\nnotice of the meeting or (2) during ordinary business hours, at the principal
\nplace of business of the Corporation.<\/p>\n

(b) If the Corporation determines to make the list available on an electronic
\nnetwork, the Corporation may take reasonable steps to ensure that such
\ninformation is available only to stockholders. If the meeting is to be held at a
\nplace, then the list shall be produced and kept at the time and place of the
\nmeeting during the whole time and may be inspected by any stockholder who is
\npresent at that meeting. If the meeting is to be held solely by means of remote
\ncommunication, then the list also shall be open to the examination of any
\nstockholder during the whole time of that meeting on a reasonably accessible
\nelectronic network, and the information required to access such list shall be
\nprovided with the notice of that meeting. Nothing contained in this Section 6
\nshall require the Corporation to include electronic mail addresses or other
\nelectronic contact information on that list.<\/p>\n<\/p>\n

\n

Section 7. Quorum.<\/u><\/strong> Unless otherwise required by the
\nDelaware General Corporation Law or the Certificate of Incorporation of the
\nCorporation (the “Certificate of Incorporation”<\/strong>), the holders
\nof a majority of the shares entitled to vote, present in person or represented
\nby proxy, shall constitute a quorum at all meetings of the stockholders for the
\ntransaction of business. Where a separate vote by class or series or classes or
\nseries is required, a majority of the outstanding shares of such class or series
\nor classes or series, present in person or represented by proxy, shall
\nconstitute a quorum entitled to take action with respect to that vote on that
\nmatter.<\/p>\n

Section 8. Adjournment of Meetings.<\/u><\/strong> The chair of a
\nmeeting of stockholders or the holders of a majority of the voting shares
\npresent in person or represented at the meeting, whether or not a quorum is
\npresent, may adjourn a meeting of stockholders. When a meeting is adjourned to
\nanother time or place, notice need not be given of the adjourned meeting if the
\ntime and place, and the means of remote communications, if any, by which
\nstockholders and proxy holders may be deemed to be present in person and vote at
\nsuch adjourned meeting are announced at the meeting at which the adjournment is
\ntaken. At the adjourned meeting, the Corporation may transact any business which
\nmight have been transacted at the original meeting. If the adjournment is for
\nmore than 30 days, or if after the adjournment, a new record date is fixed for
\nthe adjourned meeting, a notice of the adjourned meeting shall be given to each
\nstockholder of record entitled to vote at the meeting.<\/p>\n

Section 9. Voting.<\/u><\/strong> Unless otherwise provided in the
\nCertificate of Incorporation, each stockholder shall be entitled to one vote on
\neach matter, in person or by proxy, for each share of capital stock of the
\nCorporation that has voting power and that is held by the stockholder. When a
\nquorum is present at any meeting of stockholders, all matters shall be
\ndetermined, adopted and approved by the affirmative vote (which need not be by
\nballot) of the holders of a majority of the shares present in person or
\nrepresented by proxy at the meeting and entitled to vote with respect to the
\nmatter, unless the proposed action is one upon which, by express provision of
\nstatutes or of the Certificate of Incorporation, a different vote is specified
\nand required, in which case such express provision shall govern and control with
\nrespect to that vote on that matter. Where a separate vote by a class or classes
\nis required, the affirmative vote of the holders of a majority of the shares of
\nsuch class or classes present in person or represented by proxy at the meeting
\nshall be the act of such class. Notwithstanding the foregoing, the vote required
\nfor the election of directors shall be as provided in Article III, Section 1.\n<\/p>\n<\/p>\n

\n

Section 10. Proxies.<\/u><\/strong> (a) Each stockholder entitled to
\nvote at a meeting of stockholders or to express consent or dissent to corporate
\naction without a meeting may authorize another person or persons to act for the
\nstockholder by proxy, but no such proxy shall be voted or acted upon after three
\nyears from its date, unless the proxy provides for a longer period. Without
\nlimiting the manner in which a stockholder may authorize another person or
\npersons to act for the stockholder as proxy, the following shall constitute a
\nvalid means by which a stockholder may grant such authority: (1) a stockholder
\nmay execute a writing authorizing another person or persons to act for the
\nstockholder as proxy, which may be accomplished by the stockholder or the
\nstockholder153s authorized officer, director, employee or agent signing such
\nwriting or causing such person153s signature to be affixed to such writing by any
\nreasonable means; or (2) a stockholder may authorize another person or persons
\nto act for the stockholder as proxy by transmitting or authorizing an electronic
\ntransmission (as defined in Article VIII of these Bylaws) to the person who will
\nbe the holder of the proxy or to a proxy solicitation firm, proxy support
\nservice organization, or like agent duly authorized by the person who will be
\nthe holder of the proxy to receive such electronic transmission, provided<\/u>
\nthat any electronic transmission must either set forth or be submitted with
\ninformation from which it can be determined that the electronic transmission was
\nauthorized by the stockholder. If it is determined that the electronic
\ntransmission is valid, the inspectors of election for the meeting or, if there
\nare no inspectors, such other persons making that determination shall specify
\nthe information upon which they relied.<\/p>\n

(b) Any copy or other reliable reproduction of the writing or electronic
\ntransmission authorizing another person or persons to act as proxy for a
\nstockholder may be substituted or used in lieu of the original writing or
\nelectronic transmission for any and all purposes for which the original writing
\nor electronic transmission could be used, provided<\/u> that such copy or
\nother reproduction shall be a complete reproduction of the entire original
\nwriting or electronic transmission.<\/p>\n

Section 11. Conduct of Meetings.<\/u><\/strong> The Board may adopt
\nrules and regulations for the conduct of any meeting of the stockholders as it
\nshall deem appropriate. Except to the extent inconsistent with any such rules
\nand regulations adopted by the Board, the chair of any meeting of the
\nstockholders shall have the right and authority to prescribe rules and
\nregulations and do all acts, as, in the judgment of that chair, are appropriate
\nfor the proper conduct of the meeting. Such rules, regulations, or procedures,
\nwhether adopted by the Board or prescribed by the chair of the meeting, may
\ninclude, without limitation, the following: (1) the establishment of an agenda
\nor order of business for the meeting; (2) rules and procedures for maintaining
\norder at the meeting and the safety of those present; (3) limitations on
\nattendance at or participation in the meeting to stockholders of record, their
\nduly authorized and constituted proxies, or such other persons as the chair of
\nthe meeting shall determine; (4) restrictions on entry to the meeting after the
\ntime fixed for the commencement; and (5) limitations on the time allotted to
\nquestions or comments by participants. Unless and to the extent determined by
\nthe Board or the chair of the meeting, meetings of stockholders shall not be
\nrequired to be held in accordance with the rules of parliamentary procedure.\n<\/p>\n

Section 12. Inspectors of Election.<\/u><\/strong> The Board shall,
\nin advance of any meeting of stockholders, appoint one or more inspectors to act
\nat the meeting and make a written report. The Board may designate one or more
\npersons as alternate inspectors to replace any inspector who fails to act. If no
\ninspector or alternate is able to act at a meeting of stockholders, the chair of
\nthe meeting shall appoint one or more inspectors to act at the meeting. Each
\ninspector, before entering upon the discharge of duties, shall take and sign an
\noath to execute the duties of inspector with strict impartiality and according
\nto the best of such inspector153s ability. The inspectors shall: (1) ascertain the
\nnumber of shares outstanding and the voting power of each; (2) determine the
\nshares represented at the meeting and the validity of proxies and ballots;
\n(3) count all votes and ballots; (4) determine and retain for a reasonable
\nperiod a record of the disposition of any challenges made to any determination
\nby the inspectors; and (5) certify their determination of the number of shares
\nrepresented at the meeting and their count of all votes and ballots. The
\ninspectors may appoint or retain other persons or entities to assist the
\ninspectors in the performance of the duties of the inspectors.<\/p>\n<\/p>\n

\n

Section 13. Meetings by Remote Communication.<\/u><\/strong> If
\nauthorized by the Board, and subject to such guidelines and procedures as the
\nBoard may adopt, stockholders and proxy holders not physically present at a
\nmeeting of stockholders may, by means of remote communication, participate in
\nthe meeting and be deemed present in person and vote at the meeting, whether
\nsuch meeting is to be held in a designated place or solely by means of remote
\ncommunication, provided<\/u> that (1) the Corporation shall implement
\nreasonable measures to verify that each person deemed present and permitted to
\nvote at the meeting by means of remote communication is a stockholder or proxy
\nholder, (2) the Corporation shall implement reasonable measures to provide such
\nstockholders and proxy holders a reasonable opportunity to participate in the
\nmeeting and to vote on matters submitted to the stockholders, including the
\nopportunity to read or hear the proceedings in the meeting substantially
\nconcurrently with such proceedings and (3) if the stockholder or proxy holder
\nvotes or takes other action at the meeting by means of remote communication, a
\nrecord of such vote or other action shall be maintained by the Corporation.<\/p>\n

Section 14. Action Without a Meeting.<\/u><\/strong> (a) Unless
\nrestricted by the Certificate of Incorporation, any action required to be taken
\nat any annual or special meeting of stockholders, or any action that may be
\ntaken at any annual or special meeting of stockholders, may be taken without a
\nmeeting, without prior notice and without a vote, if a consent or consents in
\nwriting, setting forth the action so taken, shall be signed by the holders of
\noutstanding shares having not less than the minimum number of votes that would
\nbe necessary to authorize or take such action at a meeting at which all shares
\nentitled to vote were present and voted and such consent or consents are
\ndelivered to the Corporation in the manner prescribed by the Delaware General
\nCorporation Law. Every written consent shall bear the date of the signature of
\neach stockholder, and no written consent shall be effective to take the
\ncorporate action unless, within 60 days of the earliest dated consent, written
\nconsents signed by a sufficient number of holders to take action are delivered
\nto the Corporation in the manner prescribed by the Delaware General Corporation
\nLaw.<\/p>\n

(b) An electronic transmission consenting to an action to be taken and
\ntransmitted by a stockholder or proxy holder, or by a person authorized to act
\nfor a stockholder or proxy holder, shall be deemed to be written, signed, and
\ndated for purposes of this Section 14, provided <\/u>that any electronic
\ntransmission sets forth or is delivered with information from which the
\nCorporation can determine: (1) that the electronic transmission was transmitted
\nby the stockholder, or proxy holder; and (2) the date on which the stockholder,
\nproxy holder or authorized person or persons transmitted the electronic
\ntransmission. The date on which the electronic transmission is transmitted shall
\nbe deemed to be the date that the consent was signed. No consent given by
\nelectronic transmission shall be deemed to have been delivered until such
\nconsent is reproduced in paper form and delivered to the Corporation in the
\nmanner prescribed by the Delaware General Corporation Law. Notwithstanding the
\nforegoing limitations on delivery, consents given by electronic transmission may
\nbe otherwise delivered to the principal place of business of the Corporation or
\nto the Secretary of the Corporation to the extent and in the manner provided by
\nthe Board. Any copy or other reliable reproduction of a consent in writing may
\nbe substituted for or used in lieu of the original writing for any and all
\npurposes for which the original writing could be used, provided<\/u> that such
\ncopy or other reproduction shall be a complete reproduction of the entire
\noriginal writing.<\/p>\n<\/p>\n

\n

(c) Prompt notice of the taking of the corporate action without a meeting by
\nless than unanimous written consent shall be given to those stockholders who did
\nnot consent in writing and who would have been entitled to notice if the action
\nhad been taken at a meeting having a record date on the date that written
\nconsents signed by a sufficient number of holders to take the action were
\ndelivered to the Corporation.<\/p>\n

ARTICLE III <\/u><\/strong><\/p>\n

THE BOARD OF DIRECTORS <\/u><\/strong><\/p>\n

Section 1. Number, Election, and Term of Directors.<\/u><\/strong>
\n(a) The number of directors that shall constitute the Board shall be not less
\nthan three nor more than twenty. Within these limits, the number of directors
\nshall be fixed by the Board pursuant to a resolution adopted by a majority of
\nthe Board or by the stockholders. The directors shall be elected at the annual
\nmeeting of the stockholders, except as provided in Section 2 and Section 9 of
\nthis Article III. Each director shall be elected to serve until the next annual
\nmeeting of the stockholders and until that director153s successor has been duly
\nelected and qualified or until the director153s earlier death, resignation, or
\nremoval.<\/p>\n

(b) In an uncontested election of directors, each director of the Corporation
\nshall be elected by a majority of the votes cast by the shares present in person
\nor represented by proxy at the meeting and entitled to vote on the election of
\ndirectors; provided, however, in a contested election, the directors shall be
\nelected by a plurality of the votes of the shares present in person or
\nrepresented by proxy at the meeting and entitled to vote on the election of
\ndirectors. For purposes of Section 1 of this Article III: (i) an “uncontested
\nelection” is an election in which the number of nominees for director is not
\ngreater than the number to be elected and (ii) a “contested election” is an
\nelection in which the number of nominees for director is greater than the number
\nto be elected.<\/p>\n

(c) Following any uncontested election, any incumbent director who was a
\nnominee and who did not receive a majority of the votes cast by the shares
\npresent in person or represented by proxy at the meeting and entitled to vote on
\nthe election of directors (a “majority vote”), shall promptly tender his or her
\noffer of resignation to the Chairman of the Board for consideration by the
\nBoard. A recommendation on whether or not to accept such resignation offer shall
\nbe made by a committee of independent directors that has been delegated the
\nresponsibility of recommending nominees for director for appointment or election
\nto the Board, or (1) if each member of such committee did not receive the
\nrequired majority vote or (2) if no such committee has been appointed, a
\nmajority of the Board shall appoint a special committee of independent directors
\nfor such purpose of making a recommendation to the Board (the “Nominating
\nCommittee”). If no independent directors received the required majority vote,
\nthe Board shall act on the resignation offers.<\/p>\n<\/p>\n

\n

Within 60 days following certification of the stockholder vote, the
\nNominating Committee shall recommend to the Board the action to be taken with
\nrespect to such offer of resignation. In determining whether or not to recommend
\nthat the Board accept any resignation offer, the Nominating Committee shall be
\nentitled to consider all factors believed relevant by such Committee153s members,
\nincluding without limitation: (1) any stated reasons for the director not
\nreceiving the required majority vote and whether the underlying cause or causes
\nare curable; (2) the factors, if any, set forth in the guidelines or other
\npolicies that are to be considered by the Nominating Committee in evaluating
\npotential candidates for the Board as such factors relate to each director who
\nhas so offered his or her resignation; (3) the length of service of such
\ndirector; (4) the effect of such resignation on the Corporation153s compliance
\nwith any law, rule, regulation, stock exchange listing standards, or contractual
\nobligations; (5) such director153s contributions to the Corporation; and (6) any
\nother factors that the Nominating Committee believes are in the best interests
\nof the Corporation.<\/p>\n

The Board shall act on the Nominating Committee153s recommendation within 90
\ndays following certification of the stockholder vote and shall notify the
\ndirector concerned of its decision. In determining whether or not to accept any
\nresignation offer, the Board shall take into account the factors considered by
\nthe Nominating Committee and any additional information and factors that the
\nBoard believes to be relevant. If any director153s resignation offer is not
\naccepted by the Board, the Board shall, within four business days after reaching
\nits decision, publicly disclose the decision, including the reasons for not
\naccepting a resignation offer, by a press release, a filing with the Securities
\nand Exchange Commission or other broadly disseminated means of communication.
\nNotwithstanding the foregoing, if the Board were to accept all of the offers of
\nresignation then pending, resulting in the Corporation having fewer than three
\ndirectors who were in office before the election, the Board may determine to
\nextend such 90-day period by an additional 90 days upon the conclusion that such
\nan extension is in the best interests of the Corporation.<\/p>\n

(d) If any director153s resignation offer is not accepted by the Board, such
\ndirector shall continue to serve until the next annual meeting and his or her
\nsuccessor is duly elected and qualified, or until the director153s earlier death,
\nresignation, or removal. If a director153s resignation offer is accepted by the
\nBoard pursuant to Section 1 of this Article III, or if a nominee for director is
\nnot elected and the nominee is not an incumbent director, then the Board, in its
\nsole discretion, may fill any resulting vacancy pursuant to the provisions of
\nSection 2 of this Article III or may decrease the size of the Board pursuant to
\nSection 1(a) of this Article III.<\/p>\n

Section 2. Vacancies and Newly Created Directorships.<\/u><\/strong>
\n(a) Except as provided in Section 9(b) of this Article III and subject to the
\nrights of holders of any class or series of capital stock to elect additional
\ndirectors under specified circumstances, vacancies and newly created
\ndirectorships resulting from any increase in the authorized number of directors
\nelected by all of the stockholders having the right to vote as a single class
\nmay be filled by the affirmative vote of a majority of the directors then in
\noffice, although fewer than a quorum, or by a sole remaining director. Each
\ndirector so chosen shall hold office until the next election of directors of the
\nclass to which the director was appointed, and until the director153s successor is
\nelected and qualified, or until the director153s earlier death, resignation or
\nremoval.<\/p>\n<\/p>\n

\n

(b) In the event that one or more directors resign from the Board, effective
\nat a future date, a majority of the directors then in office, including those
\nwho have resigned, shall have power to fill the vacancy or vacancies, the vote
\nto take effect when such resignation or resignations become effective, and each
\ndirector chosen shall hold office until the next election of directors, and
\nuntil the director153s successor is elected and qualified, or until the director153s
\nearlier death, resignation or removal. No decrease in the number of authorized
\ndirectors shall shorten the term of any incumbent director.<\/p>\n

Section 3. Regular Meetings.<\/u><\/strong> Regular meetings of the
\nBoard shall be held at such time and at such place as determined by the Board. A
\nnotice of each regular meeting is not required.<\/p>\n

Section 4. Special Meetings.<\/u><\/strong> Special meetings of the
\nBoard for any purpose or purposes may be called by the Chairman of the Board,
\nthe Chief Executive Officer, if one, the President, or any two members of the
\nBoard on twenty-four hours153 notice to each director, either personally, by
\ntelephone, express delivery service (so that the scheduled delivery time of the
\nnotice is at least twenty-four hours in advance of the meeting), electronic
\ntransmission (effective when directed to the director), or on three days153 notice
\nby mail (effective upon deposit of such notice in the mail). The notice need not
\ndescribe the purpose of a special meeting.<\/p>\n

Section 5. Quorum and Vote at Meetings.<\/u><\/strong> At all
\nmeetings of the Board, a majority of the total number of directors prescribed
\npursuant to Section 1 of this Article III shall constitute a quorum for the
\ntransaction of business, except to fill vacancies in the Board as provided in
\nSection 2 of this Article III and to adjourn as provided in Section 6 of this
\nArticle III. The vote of a majority of the directors present at any meeting at
\nwhich there is a quorum present shall be the act of the Board, unless the
\nCertificate of Incorporation or these Bylaws shall require a vote of a greater
\nnumber.<\/p>\n

Section 6. Adjournment.<\/u><\/strong> A majority of the directors
\npresent, whether or not constituting a quorum, may adjourn any meeting to
\nanother time and place. Notice of the time and place of holding of an adjourned
\nmeeting need not be given if announced, unless the meeting is adjourned for more
\nthan twenty-four hours. If the meeting is adjourned for more than twenty-four
\nhours, then notice of the time and place of the adjourned meeting shall be given
\nbefore the adjourned meeting takes place to the directors who were not present
\nat the time of adjournment in the manner specified in Section 4 of this Article
\nIII.<\/p>\n

Section 7. Participation in Meetings by Conference Telephone or
\nOther Communications Equipment.<\/u><\/strong> Members of the Board or any Board
\ncommittee may participate in a meeting of the Board or such committee by means
\nof conference telephone or other communications equipment in which all persons
\nparticipating in the meeting can hear each other. Participation in a meeting by
\na director pursuant to this Section 7 shall constitute presence in person at the
\nmeeting.<\/p>\n

Section 8. Action Without a Meeting.<\/u><\/strong> Any action
\nrequired or permitted to be taken at any meeting of the Board or a Board
\ncommittee may be taken without a meeting, if all members of the Board or the
\nBoard committee consent in writing or by electronic transmission, and the
\nwriting or writings or electronic transmission or transmissions are filed with
\nthe minutes of proceedings of the Board or the Board committee. Such filing
\nshall be in paper form if the minutes are maintained in paper form and in
\nelectronic form if the minutes are maintained in electronic form.<\/p>\n<\/p>\n

\n

Section 9. Resignation and Removal.<\/u><\/strong> (a) Any director
\nmay resign at any time, by giving notice in writing or by electronic
\ntransmission to the Chairman of the Board, the Chief Executive Officer, if one,
\nthe President, or the Secretary. Any such resignation shall take effect at the
\ntime specified in the notice of resignation or, if no time is specified,
\nimmediately upon receipt of the notice. Unless otherwise specified in the notice
\nof resignation, acceptance of the resignation shall not be necessary to make it
\neffective.<\/p>\n

(b) Any director or the entire Board may be removed from office at any time,
\nwith or without cause, but only upon the affirmative vote of the holders of at
\nleast a majority of the shares of capital stock of the Corporation entitled to
\nvote at an election of directors. Upon such removal of a director, the
\nstockholders (and not the remaining directors) shall elect a director to replace
\nsuch removed director at the same stockholders meeting at which such removal
\ntook place or at a subsequent stockholders meeting. Whenever the holders of any
\nclass or series are entitled to elect one or more directors by the Certificate
\nof Incorporation, the vote of the holders of the outstanding shares of that
\nclass or series and not the vote of the outstanding shares as a whole shall
\napply in respect of the removal of any director elected by the holders of such
\nclass or series.<\/p>\n

Section 10. Board Committees.<\/u><\/strong> (a) The Board may
\ndesignate one or more committees, each committee to consist of one or more of
\nthe directors of the Corporation. The Board may designate one or more directors
\nas alternate members of any committee, who may replace any absent or
\ndisqualified member at any meeting of the committee. If a member of a committee
\nshall be absent from any meeting or disqualified from voting, the remaining
\nmember or members present and not disqualified from voting, whether or not such
\nmember or members constitute a quorum, may unanimously appoint another member of
\nthe Board to act at the meeting in the place of such absent or disqualified
\nmember.<\/p>\n

(b) Any Board committee, to the extent provided in the resolution of the
\nBoard, shall have and may exercise all the powers and authority of the Board in
\nthe management of the business and affairs of the Corporation and may authorize
\nthe seal of the Corporation to be affixed to all papers that may require it, but
\nno committee shall have the power or authority in reference to approving,
\nadopting, or recommending to the stockholders any action or matter (other than
\nthe election or removal of directors) expressly required by the Delaware General
\nCorporation Law to be submitted to stockholders for approval or adopting,
\namending, or repealing any bylaw of the Corporation.<\/p>\n

(c) Board committees shall have the names as determined by resolution adopted
\nby the Board. Each committee shall keep regular minutes of its meetings and
\nreport the same to the Board, when required. Unless otherwise specified in the
\nBoard153s resolution appointing the committee, all provisions of the Delaware
\nGeneral Corporation Law and these Bylaws relating to meetings, action without
\nmeetings, notice (and waiver), quorum, and voting requirements of the Board
\napply to Board committees and their members. Unless otherwise provided in the
\nresolution of the Board designating the Board committee, a Board committee may
\ncreate one or more subcommittees, each subcommittee to consist of one or more
\nmembers of the Board committee, and delegate to a subcommittee any or all of the
\npowers and authority of the Board committee.<\/p>\n<\/p>\n

\n

Section 11. Compensation.<\/u><\/strong> The Board shall have
\nauthority to fix the amount of compensation of directors. The directors may be
\npaid their expenses, if any, of attendance at each meeting of the Board and may
\nbe paid a fixed sum for attendance at each meeting of the Board or paid a stated
\nsalary or paid other compensation as a director. No payment shall preclude any
\ndirector from serving the Corporation in any other capacity and receiving
\ncompensation. Members of special or standing committees of the Board may be
\nallowed compensation for serving on the committees, for attending committee
\nmeetings, and may be paid their expenses associated with their service on each
\nsuch committee. The Board shall also have the power and discretion to compensate
\ndirectors for rendering services to the Corporation not ordinarily rendered by
\ndirectors.<\/p>\n

ARTICLE IV <\/u><\/strong><\/p>\n

OFFICERS <\/u><\/strong><\/p>\n

Section 1. General.<\/u><\/strong> The officers of the Corporation
\nshall consist of a Chairman of the Board, a President, a Chief Financial
\nOfficer, a Secretary and a Treasurer, and such other officers as the Board may
\nappoint, including but not limited to one or more Vice Chairs of the Board, a
\nChief Executive Officer, a Chief Operating Officer, one or more Executive Vice
\nPresidents, one or more Senior Vice Presidents, one or more Vice Presidents, one
\nor more Assistant Secretaries, and one or more Assistant Treasurers. The Chief
\nExecutive Officer shall have the authority to appoint one or more Vice
\nPresidents below the level of Senior Vice President, as well as having the
\nauthority to designate persons as global Vice Presidents, whether such persons
\nare officers of the Corporation or not. Any number of offices may be held by the
\nsame person. The salaries of officers elected by the Board shall be fixed by the
\nBoard, by an authorized committee of the Board, or by such officers as may be
\ndesignated by the Board.<\/p>\n

Section 2. Term of Office and Vacancies.<\/u><\/strong> The term of
\noffice of each officer shall commence upon the election of that officer by the
\nBoard or the Chief Executive Officer, as applicable, and end upon a successor to
\nsuch officer being elected by the Board or the Chief Executive Officer, as
\napplicable; by such officer153s death, resignation, or removal from office; or if
\nthe establishment of the office is within the discretion of the Board, the Board
\neliminating the office. The Board shall have the authority to designate persons
\nas global officers, whether or not such designated persons are officers of the
\nCorporation. Any officer may be removed from office, with or without cause, at
\nany time by the vote of the Board. A vacancy in any office arising from any
\ncause may be filled for the unexpired portion of the term by the Board or the
\nChief Executive Officer, as applicable.<\/p>\n

Section 3. Duties and Powers.<\/u><\/strong> The duties and powers
\nof the officers of the Corporation shall be as provided in these Bylaws or, if
\nnot provided for in these Bylaws, as designated by action of the Board. Without
\nlimiting the foregoing, and unless expressly limited by the Board, all
\ninstruments requiring execution by the Corporation, including but not limited to
\nall contracts, agreements, indentures, checks or demands for money, notes,
\nbonds, debentures, other obligations, other evidences of indebtedness and
\nmortgages that the Corporation is authorized to execute may be executed, for and
\non behalf of the Corporation, by the Chairman of the Board, any Vice Chair of
\nthe Board, the Chief Executive Officer, if one, the President, the Chief
\nOperating Officer, if one, the Chief Financial Officer, or any Vice President.
\nAny person having authority to sign on behalf of the Corporation may delegate by
\ninstrument in writing, all or any part of such authority to an employee of the
\nCorporation (an “associate”<\/strong>) unless such a delegation of
\nauthority is specifically limited by the Board.<\/p>\n<\/p>\n

\n

Section 4. Chairman of the Board.<\/u><\/strong> The Chairman of the
\nBoard shall preside, when present, at all meetings of the Board and
\nstockholders, shall advise and counsel the other officers of the Corporation
\nregarding the business and operations of the Corporation, and shall exercise
\nsuch powers and perform such duties as shall be assigned or required by the
\nBoard.<\/p>\n

Section 5. The President.<\/u><\/strong> Subject to these Bylaws and
\nthe direction of the Board, the President shall have the responsibility and the
\npower necessary for the general management, oversight, supervision and control
\nof the business and affairs of the Corporation, and to ensure that all orders
\nand resolutions of the Board are carried into effect. If the Board has elected a
\nChief Executive Officer of the Corporation, (1) the Chief Executive Officer
\nshall have all of the powers granted by these Bylaws to the President and
\n(2) the President shall, subject to the powers of supervision and control
\nconferred upon the Chief Executive Officer, have such duties and powers as
\nassigned to him or her by the Board or the Chief Executive Officer.<\/p>\n

Section 6. Chief Financial Officer.<\/u><\/strong> The Chief
\nFinancial Officer shall have general charge and supervision of the financial
\naffairs of the Corporation, including budgetary and accounting methods, and
\nshall approve payment, or designate others serving under him or her to approve
\nfor payment, all vouchers for distribution of funds and shall perform such other
\nduties as may be assigned to him or her by the Board, the Chief Executive
\nOfficer, if one, or the President.<\/p>\n

Section 7. Vice Presidents.<\/u><\/strong> Each Executive Vice
\nPresident, Senior Vice President, and Vice President elected by the Board, and
\neach Vice President appointed by the Chief Executive Officer, shall perform such
\nduties and exercise such powers as may be assigned by the Board, the Chief
\nExecutive Officer, if one, or the President.<\/p>\n

Section 8. Secretary.<\/u><\/strong> The Secretary shall attend all
\nmeetings of the stockholders and all meetings of the Board and record all
\nproceedings at such meetings in paper form if the minutes are maintained in
\npaper form and in electronic form if the minutes are maintained in electronic
\nform. The Secretary, or his or her delegates, shall perform like duties for the
\nBoard committees, when required; provided, however,<\/u> that the Secretary
\nshall not be required to be present at any sessions of non-management or
\nindependent directors contemplated by any stock exchange listing standards to
\nwhich the Corporation is subject. Except as may be otherwise provided in these
\nBylaws, the Secretary shall give, or cause to be given, notice of all meetings
\nof the stockholders and shall perform such other duties and exercise such other
\npowers as may be prescribed by the Board, the Chief Executive Officer, if one,
\nor the President. The Secretary shall keep in safe custody the seal of the
\nCorporation, if any, and shall have authority to affix the seal of the
\nCorporation to any instrument requiring it, and when so affixed it may be
\nattested by the Secretary153s signature. The Board may give general authority to
\nany other officer to affix the seal of the Corporation and to attest the
\naffixing by any other officer153s signature.<\/p>\n<\/p>\n

\n

Section 9. Assistant Secretaries.<\/u><\/strong> Assistant
\nSecretaries in the order determined by the Board shall, in the absence or
\ndisability of the Secretary, perform the duties and exercise the powers of the
\nSecretary and shall perform such other duties and exercise such other powers as
\nmay be assigned by the Board, the Chief Executive Officer, if one, the
\nPresident, or the Secretary.<\/p>\n

Section 10. Treasurer.<\/u><\/strong> The Treasurer shall have the
\nresponsibility for maintaining the financial records of the Corporation, shall
\nmake such disbursements of the funds of the Corporation as are authorized, and
\nshall perform such other duties and exercise such other powers as may be
\nassigned to him or her by the Board, the Chief Executive Officer, if one, or the
\nPresident.<\/p>\n

Section 11. Assistant Treasurers.<\/u><\/strong> The Assistant
\nTreasurers in the order determined by the Board shall, in the absence or
\ndisability of the Treasurer, perform the duties and exercise the powers of the
\nTreasurer and shall perform such other duties and exercise such other powers as
\nmay be assigned by the Board, the Chief Executive Officer, if one, the
\nPresident, or the Treasurer.<\/p>\n

Section 12. Delegation of Authority.<\/u><\/strong> The Board may
\ndelegate the power or duties of any officer to any other officer or officers or
\nagent or agents notwithstanding any provision of these Bylaws.<\/p>\n

Section 13. Action with Respect to Securities of Other
\nCompanies.<\/u><\/strong> Unless otherwise ordered by a majority of the Board, the
\nChairman of the Board, a Vice Chair of the Board, if one, the Chief Executive
\nOfficer, if one, the President, or any Vice President shall have full power and
\nauthority on behalf of the Corporation to attend and to act and to vote, in
\nperson or by proxy, at any meetings of security holders of corporations, limited
\nliability companies, business trusts, and other entities in which the
\nCorporation may hold securities and at such meetings shall possess and may
\nexercise any and all rights and powers incident to the ownership of such
\nsecurities. The Board by resolution may confer like powers upon any other person
\nor persons.<\/p>\n

ARTICLE V <\/u><\/strong><\/p>\n

STOCK OF THE CORPORATION <\/u><\/strong><\/p>\n

Section 1. Stock Certificates; Uncertificated Shares.<\/u><\/strong>
\nThe shares of capital stock of the Corporation shall be represented by
\ncertificates; however, the Board may provide by resolution that some, all, or
\nany classes or series of shares shall be uncertificated shares. Any such
\nresolution shall not apply to shares represented by a certificate until such
\ncertificate is surrendered to the Corporation. Notwithstanding the adoption of
\nsuch a resolution by the Board, every holder of stock represented by
\ncertificates, and upon request every holder of uncertificated shares, shall be
\nentitled to have a certificate (representing the number of shares registered in
\ncertificate form) signed in the name of the Corporation by the Chairman of the
\nBoard, the Chief Executive Officer, if one, the President, or any Vice
\nPresident, and by the Secretary, Treasurer, any Assistant Secretary, or any
\nAssistant Treasurer. Any or all the signatures on the certificate may be a
\nreproduction. In case any officer, transfer agent, or registrar whose signature
\nor reproduced signature appears on a certificate shall have ceased to be such
\nofficer, transfer agent, or registrar before such certificate is issued, it may
\nbe issued by the Corporation with the same effect as if such person was as
\nofficer, transfer agent, or registrar at the date of issue.<\/p>\n<\/p>\n

\n

Section 2. Transfers of Stock.<\/u><\/strong> Shares of capital
\nstock of the Corporation shall be transferable in the manner prescribed by
\napplicable law and in these Bylaws. Transfers of shares shall be made only on
\nthe records of the Corporation kept at an office of the Corporation or by the
\ntransfer agent designated by the Corporation to transfer shares. Transfers of
\nshares may be made only by the record holder, or by the record holder153s legal
\nrepresentative authorized by power of attorney duly executed and filed with the
\nSecretary or with the transfer agent appointed by the Board and, in the case of
\ncertificated shares, upon the surrender of the certificate or certificates for
\nsuch shares properly endorsed. The Board may make such additional rules and
\nregulations concerning the issue, transfer, and registration of certificates for
\nshares or uncertificated shares as it may deem necessary but that are not
\ninconsistent with these Bylaws.<\/p>\n

Section 3. Holders of Record.<\/u><\/strong> The Corporation shall
\nbe entitled to treat the record holder of shares of capital stock of the
\nCorporation as the holder in fact and, accordingly, shall not be bound to
\nrecognize any equitable or other claim to or interest in such shares on the part
\nof any other person, whether or not it shall have express or other notice,
\nexcept as otherwise provided by applicable law. No transfer of shares shall be
\nvalid against the Corporation for any purpose unless the transfer of shares is
\nentered in the records of the Corporation or in the records of the transfer
\nagent designated by the Corporation showing from and to whom the shares were
\ntransferred.<\/p>\n

Section 4. Lost Certificates.<\/u><\/strong> The Corporation may
\ndirect a new certificate or certificates or uncertificated shares to be issued
\nin place of any certificate or certificates issued by the Corporation alleged to
\nhave been lost, stolen, or destroyed, upon the making of an affidavit of that
\nfact by the person claiming the share certificate to be lost, stolen, or
\ndestroyed. The Corporation may require the owner of such lost, stolen, or
\ndestroyed certificate or certificates, or such owner153s legal representative, to
\nadvertise the same in such manner as it shall require, to give the Corporation a
\nbond in such sum as it may direct as indemnity against any claim that may be
\nmade against the Corporation with respect to the certificate or alleged to have
\nbeen lost, stolen or destroyed or the issuance of such new certificate, or both.\n<\/p>\n

Section 5. Record Date.<\/u><\/strong> (a) In order that the
\nCorporation may determine the stockholders entitled to notice of or to vote at
\nany meeting of stockholders, the Board may fix a record date, which shall
\nneither precede the date upon which the resolution fixing the record date is
\nadopted by the Board nor shall be more than 60 days nor less than 10 days before
\nthe date of such meeting. If no record date is fixed by the Board, the record
\ndate for determining stockholders entitled to notice of or to vote at a meeting
\nof stockholders shall be the close of business on the day next preceding the day
\non which notice is given or, if notice is waived, at the close of business on
\nthe day next preceding the day on which the meeting is held. A determination of
\nstockholders of record entitled to notice of or to vote at a meeting of
\nstockholders shall apply to any adjournment of the meeting, unless the Board
\nfixes a new record date for the adjourned meeting.<\/p>\n<\/p>\n

\n

(b) In order that the Corporation may determine the stockholders entitled to
\nconsent to corporate action in writing without a meeting, the Board may fix a
\nrecord date, which shall neither precede the date upon which the resolution
\nfixing the record date is adopted by the Board nor shall be more than 10 days
\nafter the date upon which the resolution fixing the record date is adopted by
\nthe Board. If no record date has been fixed by the Board, the record date for
\ndetermining the stockholders entitled to consent to corporate action in writing
\nwithout a meeting, when no prior action by the Board is required by the Delaware
\nGeneral Corporation Law, shall be the first date on which a signed written
\nconsent setting forth the action taken or proposed to be taken is delivered to
\nthe Corporation in the manner prescribed by the Delaware General Corporation
\nLaw. If no record date has been fixed by the Board and prior action by the Board
\nis required by the Delaware General Corporation Law, the record date for
\ndetermining stockholders entitled to consent to corporate action in writing
\nwithout a meeting shall be at the close of business on the day on which the
\nBoard adopts the resolution taking such prior action.<\/p>\n

(c) In order that the Corporation may determine the stockholders entitled to
\nreceive payment of any dividend or other distribution or allotment of any rights
\nor the stockholders entitled to exercise any rights with respect to any change,
\nconversion, or exchange of shares, or for the purpose of any other lawful
\naction, the Board may fix a record date, which shall neither precede the date
\nupon which the resolution fixing the record date is adopted nor shall be more
\nthan 60 days prior to such action. If no record date is fixed, the record date
\nfor determining stockholders for any such purpose shall be at the close of
\nbusiness on the day on which the Board adopts the resolution.<\/p>\n

ARTICLE VI <\/u><\/strong><\/p>\n

INDEMNIFICATION <\/u><\/strong><\/p>\n

Section 1. Indemnification.<\/u> <\/strong>(a) Subject to Section 3
\nof this Article VI, the Corporation shall indemnify, to the full extent that it
\nshall have power under applicable law to do so and in a manner permitted by such
\nlaw, any person made or threatened to be made a party to any threatened,
\npending, or completed action, lawsuit, or proceeding, whether civil, criminal,
\nadministrative, or investigative (a “proceeding”<\/strong>), by reason of
\nthe fact that such person is or was a director or officer of the Corporation or
\nis or was serving at the request of Corporation as a director or officer of
\nanother corporation, partnership, joint venture, trust or other enterprise,
\nincluding service with respect to an associate benefit plan
\n(collectively, “another enterprise<\/strong>“).<\/p>\n

(b) The Corporation may indemnify, to the full extent that it shall have
\npower under applicable law to do so and in a manner permitted by such law, any
\nperson made or threatened to be made a party to any proceeding, by reason of the
\nfact that such person is or was an associate or agent of the Corporation or is
\nor was serving at the request of the Corporation as an employee or agent of
\nanother enterprise.<\/p>\n

Section 2. Advancement of Expenses.<\/u><\/strong> (a) Subject to
\nSection 3 of this Article VI, with respect to any person made or threatened to
\nbe made a party to any threatened, pending, or completed proceeding, by reason
\nof the fact that such person is or was a director or officer of the Corporation
\nor is or was serving at the request of the Corporation as a director or officer
\nof another enterprise, the Corporation shall pay the expenses (including
\nattorneys153 fees) incurred by such person in defending any such proceeding in
\nadvance of its final disposition (an “advancement of
\nexpenses”<\/strong>); provided, however,<\/u> that any advancement of expenses
\nshall be made only upon receipt of a written agreement by such person to repay
\nall amounts advanced if it shall ultimately be determined by final judicial
\ndecision from which there is no further right to appeal that such person is not
\nentitled to be indemnified for such expenses under this Article VI or otherwise.\n<\/p>\n<\/p>\n

\n

(b) With respect to any person made or threatened to be made a party to any
\nproceeding, by reason of the fact that such person is or was an associate or
\nagent of the Corporation, or is or was serving at the request of the Corporation
\nas an employee or agent of another enterprise, the Corporation may, in its
\ndiscretion and upon such terms and conditions, if any, as the Corporation deems
\nappropriate, pay the expenses (including attorneys153 fees) incurred by such
\nperson in defending any such proceeding in advance of its final disposition.\n<\/p>\n

Section 3. Actions Initiated Against the Corporation.<\/u><\/strong>
\nNotwithstanding anything contained in Section 1(a) or Section 2(a) of this
\nArticle VI to the contrary, and except as provided in Section 5(b) of this
\nArticle VI with respect to a proceeding initiated against the Corporation by a
\ndirector or officer of the Corporation (or by a person serving at the request of
\nthe Corporation as a director or officer of another enterprise), the Corporation
\nshall not be required to indemnify or to advance expenses (including attorneys153
\nfees) to such person in connection with prosecuting the proceeding (or part
\nthereof) or in defending any counterclaim, cross-claim, affirmative defense or
\nlike claim of the Corporation in such proceeding (or part thereof) unless the
\nproceeding was authorized by the Board.<\/p>\n

Section 4. Contract Rights.<\/u><\/strong> With respect to any
\nperson made or threatened to be made a party to any proceeding, by reason of the
\nfact that the person is or was a director or officer of the Corporation or is or
\nwas serving at the request of the Corporation as a director or officer of
\nanother enterprise, the rights to indemnification and to the advancement of
\nexpenses conferred in Sections 1(a) and 2(a) of this Article VI shall be
\ncontract rights. Any amendment, repeal, modification, or adoption of any
\nprovision inconsistent with this Article VI shall not adversely affect any right
\nto indemnification or advancement of expenses granted to any person pursuant to
\nthis Article VI with respect to any act or omission of the person occurring
\nprior to the time of such amendment, repeal, modification, or adoption
\n(regardless of whether the proceeding relating to such acts or omissions is
\ncommenced before or after the time of such amendment, repeal, modification, or
\nadoption).<\/p>\n

Section 5. Claims.<\/u><\/strong> (a) If a claim under Section 1(a)
\nof this Article VI with respect to any right to indemnification is not paid in
\nfull by the Corporation within 60 days after a written demand has been received
\nby the Corporation or a claim under Section 2(a) of this Article VI with respect
\nto any right to the advancement of expenses is not paid in full by the
\nCorporation within 20 days after a written demand has been received by the
\nCorporation, then the person seeking to enforce a right to indemnification or to
\nan advancement of expenses may at any time thereafter bring a lawsuit against
\nthe Corporation to recover the unpaid amount of the claim.<\/p>\n<\/p>\n

\n

(b) If successful in whole or in part in any lawsuit brought pursuant to
\nSection 5(a) of this Article VI, or in a lawsuit brought by the Corporation to
\nrecover an advancement of expenses, the person seeking to enforce a right to
\nindemnification or an advancement of expenses or the person from whom the
\nCorporation sought to recover an advancement of expenses shall be entitled to be
\npaid by the Corporation the reasonable expenses (including attorneys153 fees) of
\nprosecuting or defending such lawsuit.<\/p>\n

(c) In any lawsuit brought by a person seeking to enforce a right to
\nindemnification (but not a lawsuit brought by a person seeking to enforce a
\nright to an advancement of expenses), it shall be a defense that the person
\nseeking to enforce a right to indemnification has not met any applicable
\nstandard for indemnification under applicable law. With respect to any lawsuit
\nbrought by a person seeking to enforce a right to indemnification or right to
\nadvancement of expenses, or any lawsuit brought by the Corporation to recover an
\nadvancement of expenses, neither the failure of the Corporation to have made a
\ndetermination prior to commencement of such lawsuit that indemnification of such
\nperson is proper in the circumstances because such person has met the applicable
\nstandards of conduct under applicable law, nor an actual determination by the
\nCorporation that such person has not met such applicable standards of conduct,
\nshall create a presumption that such person has not met the applicable standards
\nof conduct or, in a case brought by such person seeking to enforce a right to
\nindemnification, be a defense to such lawsuit.<\/p>\n

(d) In any lawsuit brought by a person seeking to enforce a right to
\nindemnification or to an advancement of expenses or by the Corporation to
\nrecover an advancement of expenses, the burden shall be on the Corporation to
\nprove that the person seeking to enforce a right to indemnification or to an
\nadvancement of expenses or the person from whom the Corporation seeks to recover
\nan advancement of expenses is not entitled to be indemnified, or to such an
\nadvancement of expenses, under this Article VI or otherwise.<\/p>\n

Section 6. Determination of Entitlement to
\nIndemnification.<\/u><\/strong> Any indemnification required or permitted under
\nthis Article VI (unless ordered by a court) shall be made by the Corporation
\nonly as authorized in the specific case upon a determination that
\nindemnification of the present or former director, officer, associate, or agent
\nis proper in the circumstances because he or she has met all applicable
\nstandards of conduct set forth in this Article VI and Section 145 of the
\nDelaware General Corporation Law. Such determination shall be made, with respect
\nto a person who is a director or officer of the Corporation at the time of the
\ndetermination: (1) by a majority vote of the directors who are not parties to
\nsuch action, lawsuit or proceeding, even though less than a quorum; (2) by a
\ncommittee of such directors designated by majority vote of such directors, even
\nthough less than a quorum; (3) if there are no such directors, or if such
\ndirectors so direct, by independent legal counsel in a written opinion; or
\n(4) by the stockholders. Such determination shall be made, with respect to any
\nperson who is not a director or officer of the Corporation at the time of such
\ndetermination, in the manner determined by the Board (including in such manner
\nas may be set forth in any general or specific action of the Board applicable to
\nindemnification claims by such person) or in the manner set forth in any
\nagreement to which such person and the Corporation are parties.<\/p>\n

Section 7. Non-Exclusive Rights.<\/u><\/strong> The indemnification
\nand advancement of expenses provided in this Article VI shall not be deemed
\nexclusive of any other rights to which any person may be entitled under any
\nbylaw, agreement, vote of stockholders or disinterested directors, or otherwise,
\nboth as to action in such person153s official capacity and as to action in another
\ncapacity while holding such office, and shall continue as to a person who has
\nceased to be such director, officer, associate, or agent and shall inure to the
\nbenefit of the heirs, executors, and administrators of such person.<\/p>\n<\/p>\n

\n

Section 8. Insurance.<\/u><\/strong> The Corporation may purchase
\nand maintain insurance on behalf of any person who is or was a director,
\nofficer, associate, 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
\nenterprise against any liability asserted against such person and incurred by
\nsuch person in any such capacity, or arising out of such person153s status as
\nsuch, whether or not the Corporation would have the power to indemnify such
\nperson against such liability under the provisions of this Article VI or
\notherwise.<\/p>\n

Section 9. Severability.<\/u><\/strong> If any provision or
\nprovisions of this Article VI shall be held to be invalid, illegal, or
\nunenforceable for any reason whatsoever: (1) the validity, legality, and
\nenforceability of the remaining provisions of this Article VI (including,
\nwithout limitation, each portion of any paragraph or clause containing any such
\nprovision held to be invalid, illegal, or unenforceable, that is not itself held
\nto be invalid, illegal, or unenforceable) shall not in any way be affected or
\nimpaired; and (2) to the fullest extent possible, the provisions of this Article
\nVI (including, without limitation, each such portion of any paragraph or clause
\ncontaining any such provision held to be invalid, illegal, or unenforceable)
\nshall be construed so as to give effect to the intent manifested by the
\nprovision held invalid, illegal, or unenforceable.<\/p>\n

ARTICLE VII <\/u><\/strong><\/p>\n

GENERAL PROVISIONS <\/u><\/strong><\/p>\n

Section 1. Dividends.<\/u><\/strong> Dividends upon or distributions
\nwith respect to the capital stock of the Corporation may be declared by the
\nBoard or by a Board committee designated by the Board, pursuant to and in
\naccordance with applicable law. Dividends may be paid in cash, in property, in
\nshares of capital stock or evidences of indebtedness of the Corporation. Before
\nthe Corporation pays any dividend on or makes any distribution in respect of the
\ncapital stock of the Corporation, there may be set aside out of any funds
\navailable for dividends and distribution of such sum or sums as the Board, in
\nits absolute discretion, approves as a reserve or reserves to meet
\ncontingencies, or for equalizing dividends, or for repairing or maintaining any
\nproperty of the Corporation, or for any other purpose that the Board determines
\nis conducive to the interests of the Corporation, and the Board may modify or
\nabolish any such reserve in the manner in which it was created.<\/p>\n

Section 2. Fiscal Year.<\/u><\/strong> The fiscal year of the
\nCorporation shall end on January 31 of each year unless changed by resolution of
\nthe Board.<\/p>\n

Section 3. Corporate Seal.<\/u><\/strong> The corporate seal shall
\nhave inscribed the name of the Corporation, the year of its organization and the
\nwords “Corporate Seal, Delaware.” The seal may be used by causing it or a
\nfacsimile to be impressed, affixed or otherwise reproduced.<\/p>\n<\/p>\n

\n

Section 4. Reliance upon Books, Reports and Records.<\/u><\/strong>
\nExcept as provided by applicable law, each director and each member of a Board
\ncommittee shall, in the performance of his or her duties, be fully protected in
\nrelying in good faith upon the books of account or other records of the
\nCorporation and upon such information, opinions, reports or statements presented
\nto the Corporation by any of its officers, associates or Board committees or by
\nany other person as to matters that the director reasonably believes are within
\nsuch person153s professional or expert competence and who has been selected with
\nreasonable care by or on behalf of the Corporation.<\/p>\n

Section 5. Electronic Transmissions.<\/u><\/strong> For purposes of
\nthese Bylaws, “electronic transmission” <\/strong>means any form of
\ncommunication, not directly involving the physical transmission of paper, that
\ncreates a record that may be retained, retrieved, and reviewed by a recipient,
\nand that may be directly reproduced in paper form by such recipient through an
\nautomated process.<\/p>\n

Section 6. Waivers of Notice.<\/u><\/strong> Whenever notice is
\nrequired to be given under any provision of the Delaware General Corporation
\nLaw, the Certificate of Incorporation or these Bylaws, a written waiver of that
\nnotice, signed by the person entitled to that notice, or a waiver by electronic
\ntransmission by the person entitled to that notice, whether before or after the
\ntime stated therein, shall be deemed equivalent to notice. Attendance of a
\nperson at a meeting shall constitute a waiver of notice of that meeting, except
\nwhen the person attends a meeting for the express purpose of objecting, at the
\nbeginning of that meeting, to the transaction of any business because that
\nmeeting is not lawfully called or convened. Neither the business to be
\ntransacted at, nor the purpose of any regular or special meeting of the
\nstockholders, Board, or Board committee need be specified in any written waiver
\nof notice or any waiver by electronic transmission.<\/p>\n

ARTICLE VIII <\/u><\/strong><\/p>\n

AMENDMENTS <\/u><\/strong><\/p>\n

These Bylaws may be altered, amended, or repealed, or new Bylaws may be
\nadopted, by the stockholders or by the Board.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9281],"corporate_contracts_industries":[9495],"corporate_contracts_types":[9573,9574],"class_list":["post-41397","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-wal-mart-stores-inc","corporate_contracts_industries-retail__department","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\/41397","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=41397"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41397"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41397"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41397"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}