{"id":41403,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/apple-amended-bylaws.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"apple-amended-bylaws","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/apple-amended-bylaws.html","title":{"rendered":"Apple Amended Bylaws"},"content":{"rendered":"

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

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

APPLE INC. <\/strong><\/p>\n

(as of April 20, 2011) <\/strong><\/p>\n<\/p>\n

\n

APPLE INC. <\/strong><\/p>\n

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

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

CORPORATE OFFICES <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n1.1<\/em><\/strong><\/td>\n\n

Principal Office <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Board of Directors shall fix the location of the
\nprincipal executive office of Apple Inc. (the “Corporation<\/u>“) at any place
\nwithin or outside the State of California. If the principal executive office is
\nlocated outside California and the Corporation has one or more business offices
\nin California, then the Board of Directors shall fix and designate a principal
\nbusiness office in California.<\/p>\n<\/p>\n\n\n\n
<\/td>\n1.2<\/em><\/strong><\/td>\n\n

Other Offices <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Board of Directors may at any time establish branch or
\nsubordinate offices at any place or places.<\/p>\n

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

DIRECTORS <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n2.1<\/em><\/strong><\/td>\n\n

Powers <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Subject to the provisions of the California Corporation Code
\n(the “Code<\/u>“), any limitations in the Restated Articles of Incorporation
\n(the “Articles of Incorporation<\/u>) and these Amended Bylaws (these
\n“Bylaws<\/u>“) relating to action required to be approved by the shareholders
\nor by the outstanding shares, the business and affairs of the Corporation shall
\nbe managed and all corporate powers shall be exercised under the direction of
\nthe Board of Directors. The Board of Directors may delegate the management of
\nthe day-to-day operation of the business of the Corporation to a management
\ncompany or other person provided that the business and affairs of the
\nCorporation shall be managed and all corporate powers shall be exercised under
\nthe ultimate direction of the Board of Directors.<\/p>\n<\/p>\n\n\n\n
<\/td>\n2.2<\/em><\/strong><\/td>\n\n

Number <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The number of directors of the Corporation shall be not less
\nthan five (5) nor more than nine (9). The exact number of directors shall be
\neight (8) until changed within the limits specified above, by a bylaw amending
\nthis Section 2.2<\/u>, duly adopted by the Board of Directors or by the
\nshareholders. The indefinite number of directors may be changed, or a definite
\nnumber fixed without provision for an indefinite number, by a duly adopted
\namendment to the Articles of Incorporation or by amendment to these Bylaws duly
\nadopted by the vote or written consent of holders of a majority of the
\noutstanding<\/p>\n<\/p>\n

\n

shares entitled to vote; provided, however, that an amendment
\nreducing the fixed number or the minimum number of directors to a number less
\nthan five (5) cannot be adopted if the votes cast against its adoption at a
\nmeeting of the shareholders, or the shares not consenting in the case of action
\nby written consent, are equal to more than sixteen and two-thirds percent
\n(16-2\/3%) of the outstanding shares entitled to vote. No amendment may change
\nthe stated maximum number of authorized directors to a number greater than two
\ntimes the stated minimum number of directors minus one.<\/p>\n<\/p>\n\n\n\n
<\/td>\n2.3<\/em><\/strong><\/td>\n\n

Compensation <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Directors and members of committees may receive such
\ncompensation, if any, for their services, and may be reimbursed for expenses, as
\nfixed or determined by resolution of the Board of Directors. This
\nSection 2.3<\/u> shall not be construed to preclude any director from serving
\nthe Corporation in any other capacity and receiving compensation for those
\nservices.<\/p>\n<\/p>\n\n\n\n
<\/td>\n2.4<\/em><\/strong><\/td>\n\n

Election and Term of Office <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each director shall be elected to serve until the annual
\nmeeting of shareholders held in the following fiscal year and until his or her
\nsuccessor shall have been duly elected and qualified.<\/p>\n<\/p>\n\n\n\n
<\/td>\n2.5<\/em><\/strong><\/td>\n\n

Vacancies and Resignations <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) A vacancy or vacancies on the Board of Directors
\nshall be deemed to exist (i) in the event of the death, resignation or removal
\nof any director, (ii) if the authorized number of directors is increased,
\n(iii) if the shareholders fail, at any meeting of shareholders at which any
\ndirector or directors are elected, to elect the full authorized number of
\ndirectors to be elected at that meeting or (iv) if the Board of Directors
\ndeclares vacant the office of a director who has been declared of unsound mind
\nby an order of court or convicted of a felony.<\/p>\n

(b) Except for a vacancy caused by the removal of a
\ndirector as provided in Section 2.7<\/u> of these Bylaws, a vacancy may be
\nfilled (i) by a person selected by a majority of the remaining directors then in
\noffice, whether or not less than a quorum or (ii) by a sole remaining director.
\nVacancies created by the removal of a director shall be filled only by the
\naffirmative vote of shares holding a majority of the voting power represented
\nand voting a duly held meeting at which a quorum is present (which shares voting
\naffirmatively also constitute a least a majority of the voting power required to
\nconstitute a quorum), or by the unanimous written consent of all shares entitled
\nto vote thereon.<\/p>\n

(c) The shareholders may elect a director at any time
\nto fill a vacancy or vacancies not filled by the directors, but any such
\nelection by written consent, other than to fill a vacancy created by removal,
\nshall require the consent of shares holding a majority of the voting power that
\nare entitled to vote thereon. A director may not be elected by written consent
\nto fill a vacancy created by removal except by unanimous consent of all shares
\nentitled to vote for the election of directors.<\/p>\n<\/p>\n

\n

(d) Any director may resign effective upon giving
\nwritten notice to the General Counsel and Secretary of the Corporation, unless
\nthe notice specifies a later time for the effectiveness of such resignation. If
\nthe resignation of a director is effective at a future time, the Board of
\nDirectors may elect a successor to take office when the resignation becomes
\neffective. A reduction of the authorized number of directors shall not remove
\nany director prior to the expiration of such director’s term of office.<\/p>\n<\/p>\n\n\n\n
<\/td>\n2.6<\/em><\/strong><\/td>\n\n

Chairman of the Board and Lead Directors
\n<\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Corporation may have at the discretion of the Board of
\nDirectors, a Chairman of the Board of Directors and\/or one or more Lead
\nDirectors. The Chairman of the Board of Directors, if there be one, or a Lead
\nDirector, shall have the power to preside at all meetings of the Board of
\nDirectors and shall have such other powers and shall be subject to such other
\nduties as the Board of Directors may from time to time prescribe or as may be
\nprescribed by these Bylaws. If there is more than one Lead Director, the Board
\nof Directors may prescribe different responsibilities to each Lead Director.\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n2.7<\/em><\/strong><\/td>\n\n

Removal <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The entire Board of Directors or any individual director may
\nbe removed without cause from office by an affirmative vote of a majority of the
\noutstanding shares entitled to vote; provided that, unless the entire Board of
\nDirectors is removed, no director shall be removed when the votes cast against
\nremoval, or not consenting in writing to such removal, would be sufficient to
\nelect such director if voted cumulatively (without regard to whether such shares
\nmay be voted cumulatively) at an election at which the same total number of
\nvotes were cast, or, if such action is taken by written consent, all shares
\nentitled to vote were voted, and either the number of directors elected at the
\nmost recent annual meeting of shareholders, or if greater, the number of
\ndirectors for whom removal is being sought, were then being elected. If any or
\nall directors are so removed, new directors may be elected at the same meeting
\nor at a subsequent meeting. If at any time a class or series of shares is
\nentitled to elect one or more directors under authority granted by the Articles
\nof Incorporation, the provisions of this Section 2.7<\/u> shall apply to the
\nvote of that class or series and not to the vote of the outstanding shares as a
\nwhole.<\/p>\n

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

OFFICERS <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n3.1<\/em><\/strong><\/td>\n\n

Officers <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The officers of the Corporation shall be a Chief Executive
\nOfficer or a President, a Secretary and a Chief Financial Officer. The
\nCorporation may also have, at the discretion of the Board of Directors, a
\nChairman of the Board of Directors, one or more Lead Directors, one or more Vice
\nPresidents, a Treasurer, one or more Assistant Secretaries and one or more
\nAssistant Treasurers and such officers as may be appointed in accordance with
\nthe provisions of Section 3.3<\/u> of these Bylaws. Any number of offices may
\nbe held by the same person.<\/p>\n<\/p>\n

\n\n\n\n
<\/td>\n3.2<\/em><\/strong><\/td>\n\n

Appointment of Officers <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The officers of the Corporation, except such officers as may
\nbe appointed in accordance with the provisions of Section 3.3<\/u> of these
\nBylaws, shall be chosen by the Board of Directors and serve at the pleasure of
\nthe Board of Directors, subject to the rights, if any, of an officer under any
\ncontract of employment.<\/p>\n<\/p>\n\n\n\n
<\/td>\n3.3<\/em><\/strong><\/td>\n\n

Subordinate Officers <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Board of Directors may appoint, or may empower the
\nChairman of the Board of Directors, a Lead Director, the Chief Executive Officer
\nor the President to appoint such other officers as the business of the
\nCorporation may require, each of whom shall hold office for such period, have
\nsuch authority and perform such duties as are provided in these Bylaws or as the
\nBoard of Directors may from time to time determine.<\/p>\n<\/p>\n\n\n\n
<\/td>\n3.4<\/em><\/strong><\/td>\n\n

Term of Office and Compensation <\/em><\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The term of office and salary of each of said officers and
\nthe manner and time of the payment of such salaries shall be fixed and
\ndetermined by the Board of Directors and may be altered by the Board of
\nDirectors from time to time at its pleasure, subject to the rights, if any, of
\nan officer under any contract of employment.<\/p>\n<\/p>\n\n\n\n
<\/td>\n3.5<\/em><\/strong><\/td>\n\n

Removal or Resignation <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Subject to the rights, if any, of an officer under
\nany contract of employment, all officers serve at the pleasure of the Board of
\nDirectors and any officer may be removed, either with or without cause, by the
\nBoard of Directors at any regular or special meeting of the Board of Directors,
\nor, except in the case of an officer chosen by the Board of Directors, by any
\nofficer upon whom such power of removal may be conferred by the Board of
\nDirectors.<\/p>\n

(b) Any officer may resign at any time upon written
\nnotice to the Corporation, without prejudice to the rights, if any, of the
\nCorporation under any contract to which the officer is a party. Any resignation
\nshall take effect at the date of the receipt of that notice or at any later time
\nspecified in that notice, and, unless otherwise necessary to make it effective,
\nthe acceptance of the resignation shall not be necessary to make it effective.\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n3.6<\/em><\/strong><\/td>\n\n

Vacancies <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A vacancy in any office because of death, resignation,
\nremoval, disqualification or any other cause shall be filled in the manner
\nprescribed by these Bylaws for regular appointments to that office.<\/p>\n<\/p>\n\n\n\n
<\/td>\n3.7<\/em><\/strong><\/td>\n\n

Chief Executive Officer <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The powers and duties of the Chief Executive Officer are:\n<\/p>\n<\/p>\n

\n

(a) To act as the general manager and chief executive
\nofficer of the Corporation and, subject to the control of the Board of
\nDirectors, to have general supervision, direction and control of the business
\nand affairs of the Corporation.<\/p>\n

(b) To preside at all meetings of the shareholders
\nand, in the absence of the Chairman of the Board of Directors and a Lead
\nDirector or if there be no Chairman of the Board of Directors or Lead Director,
\nat all meetings of the Board of Directors.<\/p>\n

(c) To call meetings of the shareholders and meetings
\nof the Board of Directors to be held at such times and, subject to the
\nlimitations prescribed by law or by these Bylaws, at such places as he or she
\nshall deem proper.<\/p>\n

(d) To affix the signature of the Corporation to all
\ndeeds, conveyances, mortgages, leases, obligations, bonds, certificates and
\nother papers and instruments in writing which have been authorized by the Board
\nof Directors or which, in the judgment of the Chief Executive Officer, should be
\nexecuted on behalf of the Corporation; to sign certificates for shares of stock
\nof the Corporation; and, subject to the direction of the Board of Directors, to
\nhave general charge of the property of the Corporation and to supervise and
\ncontrol all officers, agents and employees of the Corporation.<\/p>\n<\/p>\n\n\n\n
<\/td>\n3.8<\/em><\/strong><\/td>\n\n

President <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The powers and duties of the President are:<\/p>\n

(a) To act as the general manager of the Corporation
\nand, subject to the control of the Board of Directors, to have general
\nsupervision, direction and control of the business and affairs of the
\nCorporation.<\/p>\n

(b) To preside at all meetings of the shareholders
\nand, in the absence of the Chairman of the Board of Directors, a Lead Director
\nand the Chief Executive Officer or if there be no Chairman of the Board of
\nDirectors, Lead Director or Chief Executive Officer, at all meetings of the
\nBoard of Directors.<\/p>\n

(c) To affix the signature of the Corporation to all
\ndeeds, conveyances, mortgages, leases, obligations, bonds, certificates and
\nother papers and instruments in writing which have been authorized by the Board
\nof Directors or which, in the judgment of the President, should be executed on
\nbehalf of the Corporation; to sign certificates for shares of stock of the
\nCorporation; and, subject to the direction of the Board of Directors, to have
\ngeneral charge of the property of the Corporation and to supervise and control
\nall officers, agents and employees of the Corporation.<\/p>\n<\/p>\n\n\n\n
<\/td>\n3.9<\/em><\/strong><\/td>\n\n

President Pro Tem <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If neither the Chairman of the Board of Directors, any Lead
\nDirector, the Chief Executive Officer, the President, nor any Vice President is
\npresent at any meeting of the Board of Directors, a President pro tem may be
\nchosen to preside and act at such meeting. If neither the Chief Executive
\nOfficer, the President nor any Vice President is present at<\/p>\n<\/p>\n

\n

any meeting of the shareholders, a President pro tem may be
\nchosen to preside at such meeting.<\/p>\n<\/p>\n\n\n\n
<\/td>\n3.10<\/em><\/strong><\/td>\n\n

Vice President <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The titles, powers and duties of the Vice President or Vice
\nPresidents shall be prescribed by the Board of Directors. In case of the
\nabsence, disability or death of the Chief Executive Officer, the President, the
\nVice President, or one of the Vice Presidents, shall exercise all his or her
\npowers and perform all his or her duties. If there is more than one Vice
\nPresident, the order in which the Vice Presidents shall succeed to the powers
\nand duties of the Chief Executive Officer or President shall be as fixed by the
\nBoard of Directors.<\/p>\n<\/p>\n\n\n\n
<\/td>\n3.11<\/em><\/strong><\/td>\n\n

Secretary <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The powers and duties of the Secretary are:<\/p>\n

(a) To keep a book of minutes at the principal
\nexecutive office of the Corporation, or such other place as the Board of
\nDirectors may order, of all meetings of its directors and shareholders 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’
\nmeetings, the number of shares present or represented at shareholders’ meetings
\nand the proceedings thereof.<\/p>\n

(b) To keep the seal of the Corporation and to affix
\nthe same to all instruments which may require it.<\/p>\n

(c) To keep or cause to be kept at the principal
\nexecutive office of the Corporation, or at the office of the transfer agent or
\nagents, a record of the shareholders of the Corporation, giving the names and
\naddresses of all shareholders and the number and class of shares held by each
\nshareholder, the number and date of any certificates issued for shares,
\nappropriate records with respect to uncertificated shares issued, the number and
\ndate of cancellation of every certificate surrendered for cancellation and the
\nnumber and date of every replacement certificate or the appropriate records for
\nuncertificated shares issued for lost, stolen or destroyed certificates.<\/p>\n

(d) To keep a supply of certificates for shares of the
\nCorporation, to fill and sign in all certificates issued or prepare the initial
\ntransaction statement or written statements for uncertificated shares, and to
\nmake a proper record of each such issuance; provided that so long as the
\nCorporation shall have one or more duly appointed and acting transfer agents of
\nthe shares, or any class or series of shares, of the Corporation, such duties
\nwith respect to such shares shall be performed by such transfer agent or
\ntransfer agents.<\/p>\n

(e) To transfer upon the share books of the
\nCorporation or in accordance with a direct registration program as provided in
\nSection 7.4(b)<\/u> of these Bylaws any and all shares of the Corporation;
\nprovided that so long as the Corporation shall have one or more duly appointed
\nand acting transfer agents of the shares, or any class or series of<\/p>\n<\/p>\n

\n

shares, of the Corporation, such duties with respect to such
\nshares shall be performed by such transfer agent or transfer agents, and the
\nmethod of transfer of each share shall be subject to the reasonable regulations
\nof the transfer agent to which the shares are presented for transfer and, also,
\nif the Corporation then has one or more duly appointed and acting registrars,
\nsubject to the reasonable regulations of the registrar to which a new
\ncertificate or a new issuance of shares is presented for registration; and
\nprovided, further, that no shares shall be issued, recorded or delivered or, if
\nissued, recorded or delivered, shall have any validity whatsoever until and
\nunless it has been signed or authenticated, as applicable, in the manner
\nprovided in Section 7.4<\/u> of these Bylaws.<\/p>\n

(f) To make service and publication of all notices
\nthat may be necessary or proper and without command or direction from anyone. In
\ncase of the absence, disability, refusal or neglect of the Secretary to make
\nservice or publication of any notices, then such notices may be served and\/or
\npublished by the Chief Executive Officer, the President or a Vice President, or
\nby any person thereunto authorized by either of them or by the Board of
\nDirectors or by the holders of a majority of the outstanding shares of the
\nCorporation.<\/p>\n

(g) Generally to do and perform all such duties as
\npertain to such office and as may be required by the Board of Directors or these
\nBylaws.<\/p>\n<\/p>\n\n\n\n
<\/td>\n3.12<\/em><\/strong><\/td>\n\n

Chief Financial Officer <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The powers and duties of the Chief Financial Officer are:\n<\/p>\n

(a) To supervise and control the keeping and
\nmaintaining of adequate and correct accounts of the Corporation’s properties and
\nbusiness transactions, including accounts of its assets, liabilities, receipts,
\ndisbursements, gains, losses, capital, surplus and shares. The books of account
\nshall at all reasonable times be open to inspection by any director.<\/p>\n

(b) To have the custody of all funds, securities,
\nevidences of indebtedness and other valuable documents of the Corporation and,
\nat his or her discretion, to cause any or all thereof to be deposited for the
\naccount of the Corporation with such depository as may be designated from time
\nto time by the Board of Directors.<\/p>\n

(c) To receive or cause to be received, and to give or
\ncause to be given, receipts and acquittances for moneys paid in for the account
\nof the Corporation.<\/p>\n

(d) To disburse, or cause to be disbursed, all funds
\nof the Corporation as may be directed by the Chief Executive Officer, the
\nPresident or the Board of Directors, taking proper vouchers for such
\ndisbursements.<\/p>\n

(e) To render to the Chief Executive Officer, the
\nPresident or to the Board of Directors, whenever either may require, accounts of
\nall transactions as Chief Financial Officer and of the financial condition of
\nthe Corporation.<\/p>\n<\/p>\n

\n

(f) Generally to do and perform all such duties as
\npertain to such office and as may be required by the Board of Directors or these
\nBylaws.<\/p>\n<\/p>\n\n\n\n
<\/td>\n3.13<\/em><\/strong><\/td>\n\n

Officers Appointed by Chief Executive Officer
\n<\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) The Chief Executive Officer of the Corporation
\nshall have the power, in the exercise of his or her discretion, to appoint
\nadditional persons to hold positions and titles such as vice president of the
\nCorporation or a division of the Corporation or president of a division of the
\nCorporation, or similar such titles, as the business of the Corporation may
\nrequire, subject to such limits in appointment power as the Board of Directors
\nmay determine. The Board of Directors shall be advised of any such appointment
\nat a meeting of the Board of Directors, and the appointment shall be noted in
\nthe minutes of the meeting. The minutes shall clearly state that such persons
\nare non-corporate officers appointed pursuant to this Section 3.13<\/u>.<\/p>\n

(b) Each such appointee shall have such title, shall
\nserve in such capacity and shall have such authority and perform such duties as
\nthe Chief Executive Officer shall determine. Appointees may hold titles such as
\n“president” of a division or other group within the Corporation, or “vice
\npresident” of the Corporation or of a division or other group within the
\nCorporation. However, any such appointee, absent specific election by the Board
\nof Directors as an elected corporate officer, (i) shall not be considered an
\nofficer elected by the Board of Directors pursuant to this Article III<\/u>
\nand shall not have the executive powers or authority of corporate officers
\nelected pursuant to this Article III<\/u>, (ii) shall not be considered (a) an
\n“officer” of the Corporation for the purposes of Rule 3b-2 promulgated under the
\nSecurities Exchange Act of 1934, as amended, and the rules and regulations
\npromulgated thereunder (collectively, the “Exchange Act<\/u>“) or an
\n“executive officer” of the Corporation for the purposes of Rule 3b-7 promulgated
\nunder the Exchange Act, and similarly shall not be considered an “officer” of
\nthe Corporation for the purposes of Section 16 of the Exchange Act (as such
\npersons shall not be given the access to inside information of the Corporation
\nenjoyed by officers of the Corporation) or an “executive officer” of the
\nCorporation for the purposes of Section 14 of the Exchange Act or (b) a
\n“corporate officer” for the purposes of Section 312 of the Code, except in any
\nsuch case as otherwise required by law, and (iii) shall be empowered to
\nrepresent himself or herself to third parties as an appointed vice president,
\netc., only, and shall be empowered to execute documents, bind the Corporation or
\notherwise act on behalf of the Corporation only as authorized by the Chief
\nExecutive Officer or the President or by resolution of the Board of Directors.\n<\/p>\n

(c) An elected officer of the Corporation may also
\nserve in an appointed capacity hereunder.<\/p>\n<\/p>\n

\n

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

COMMITTEES <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n4.1<\/em><\/strong><\/td>\n\n

Committees of the Board of Directors
\n<\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Board of Directors may, by resolution adopted by a
\nmajority of the authorized number of directors, designate one or more
\ncommittees, each consisting of two (2) or more directors, to serve at the
\npleasure of the Board of Directors. The Board of Directors may designate one or
\nmore directors as alternate members of any committee, who may replace any absent
\nmember at any meeting of the committee. The appointment of members or alternate
\nmembers of a committee requires the vote of a majority of the authorized number
\nof directors. Any such committee shall have authority to act in a manner and to
\nthe extent provided in the resolution of the Board of Directors and may have all
\nthe authority of the Board of Directors, except with respect to:<\/p>\n

(a) the approval of any action which, under the Code,
\nalso requires shareholders’ approval or approval of the outstanding shares;<\/p>\n

(b) the filling of vacancies on the Board of Directors
\nor in any committee;<\/p>\n

(c) the fixing of compensation of the director for
\nserving on the Board of Directors or on any committee;<\/p>\n

(d) the amendment or repeal of these Bylaws or the
\nadoption of new bylaws;<\/p>\n

(e) the amendment or repeal of any resolution of the
\nBoard of Directors which by its express terms is not so amendable or repealable;\n<\/p>\n

(f) a distribution to the shareholders of the
\nCorporation, except at a rate, in a periodic amount or within a price range set
\nforth in the Articles of Incorporation or determined by the Board of Directors;
\nand<\/p>\n

(g) the appointment or designation of any other
\ncommittee of the Board of Directors or the members thereof.<\/p>\n

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

MEETINGS OF SHAREHOLDERS <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n5.1<\/em><\/strong><\/td>\n\n

Place of Meetings <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Meetings (whether regular, special or adjourned)
\nof the shareholders of the Corporation shall be held at the principal executive
\noffice for the transaction of business of the Corporation, or at any place
\nwithin or without the State which may be designated by written consent of all
\nthe shareholders entitled to vote thereat, or which may be designated by
\nresolution of the Board of Directors. Any meeting shall be valid wherever<\/p>\n<\/p>\n

\n

held if held by the written consent of all the shareholders
\nentitled to vote thereat, given either before or after the meeting and filed
\nwith the Secretary.<\/p>\n

(b) A meeting of the shareholders may be conducted in
\nwhole or in part, by electronic transmission by and to the Corporation or by
\nelectronic video screen communication if:<\/p>\n

(i) the Corporation implements reasonable
\nmeasures to provide shareholders (in person or by proxy) a reasonable
\nopportunity to participate in the meeting and to vote on matters submitted to
\nthe shareholders; and<\/p>\n

(ii) the Corporation maintains a record of the
\nvote or action and any shareholder votes or other shareholder action is taken at
\nthe meeting by means of electronic transmission to the Corporation or electronic
\nvideo screen communication.<\/p>\n

Any request by the Corporation to a shareholder under
\nSection 20(b) of the Code for consent to conduct a meeting of shareholders by
\nelectronic transmission must include a notice that absent consent of the
\nshareholder, the meeting will be held at a physical location.<\/p>\n<\/p>\n\n\n\n
<\/td>\n5.2<\/em><\/strong><\/td>\n\n

Annual Meetings <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

An annual meeting of shareholders shall be held each year on
\na date and at a time designated by the Board of Directors. The annual meeting
\nshall be held for the purpose of electing directors and for making reports of
\nthe affairs of the Corporation. Any other proper business may be transacted at
\nthe annual meeting of shareholders.<\/p>\n<\/p>\n\n\n\n
<\/td>\n5.3<\/em><\/strong><\/td>\n\n

Special Meetings <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Special meetings of the shareholders for any purpose or
\npurposes whatsoever may be called at any time by the President or by the Board
\nof Directors, or by two or more members thereof, or by one or more holders of
\nshares entitled to cast not less than ten percent (10%) of the votes on the
\nrecord date established pursuant to Section 5.9<\/u> of these Bylaws. Upon
\nrequest in writing sent by registered mail to the Chief Executive Officer,
\nPresident, Vice President or Secretary, or delivered to any such officer in
\nperson, by any person or persons entitled to call a special meeting of
\nshareholders (such request, if sent by a shareholder or shareholders, to include
\nthe information required by Section 5.14<\/u> of these Bylaws), it shall be
\nthe duty of such officer, subject to the immediately succeeding sentence, to
\ncause notice to be given to the shareholders entitled to vote that a meeting
\nwill be requested by the person or persons calling the meeting, the date of
\nwhich meeting, which shall be set by such officer, to be not less than
\nthirty-five (35) days nor more than sixty (60) days after such request or, if
\napplicable, determination of the validity of such request pursuant to the
\nimmediately succeeding sentence. Within seven (7) days after receiving such a
\nwritten request from a shareholder or shareholders of the Corporation, the Board
\nof Directors shall determine whether shareholders owning not less than ten
\npercent (10%) of the shares as of the record date established pursuant to
\nSection 5.9<\/u> of these Bylaws for such request support the call of a
\nspecial meeting and notify the requesting party or parties of its finding.
\nNothing contained in this paragraph of this<\/p>\n<\/p>\n

\n

Section 5.3<\/u> shall be construed as limiting, fixing or
\naffecting the time when a meeting of shareholders called by action of the Board
\nof Directors may be held.<\/p>\n<\/p>\n\n\n\n
<\/td>\n5.4<\/em><\/strong><\/td>\n\n

Notice of Meetings <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notice of any meeting of shareholders shall be given in
\nwriting not less than ten (10) nor more than sixty (60) days before the date of
\nthe meeting to each shareholder entitled to vote thereat by the Secretary or an
\nAssistant Secretary, or other person charged with that duty, or if there be no
\nsuch officer or person, or in case of his or her neglect or refusal, by any
\ndirector or shareholder. The notice shall state the place, date and hour of the
\nmeeting and (a) in the case of a special meeting, the general nature of the
\nbusiness to be transacted, and no other business may be transacted, or (b) in
\nthe case of the annual meeting, those matters which the Board of Directors, at
\nthe time of the mailing of the notice, intends to present for action by the
\nshareholders, but any proper matter may be presented at the meeting for such
\naction except as otherwise provided by Section 601(f) of the Code. The notice of
\nany meeting at which directors are to be elected shall include the names of
\nnominees intended at the time of the notice to be presented by management for
\nelection. If the meeting is to be held in whole or in part by electronic
\ntransmission, the notice shall state the means of electronic transmission by and
\nto the Corporation to electronic video screen communication, if any, by which
\nshareholders may participate in the meeting.<\/p>\n<\/p>\n\n\n\n
<\/td>\n5.5<\/em><\/strong><\/td>\n\n

Manner of Giving Notice; Affidavit of Notice
\n<\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Written notice shall be given by the Corporation to any
\nshareholder, either (a) personally or (b) by mail or other means of written
\ncommunication (including electronic transmission by the Corporation), charges
\nprepaid, addressed to such shareholder at such shareholder’s physical or
\nelectronic address appearing on the books of the Corporation or given by such
\nshareholder to the Corporation for the purpose of notice. If a shareholder gives
\nno address or no such address appears on the books of the Corporation, notice
\nshall be deemed to have been given if sent by mail or other means of written
\ncommunication addressed to the place where the principal executive office of the
\nCorporation is located, or if published at least once in a newspaper of general
\ncirculation in the county in which such office is located. The notice shall be
\ndeemed to have been given at the time when delivered personally or deposited in
\nthe United States mail, postage prepaid, or sent by other means of written
\ncommunication and addressed as hereinbefore provided. An affidavit of delivery
\nor mailing, or other authorized means of transmitting, of any notice in
\naccordance with the provisions of this Section 5.5<\/u>, executed by the
\nSecretary, Assistant Secretary or any transfer agent, shall be prima facie
\nevidence of the giving of the notice. If any notice addressed to the shareholder
\nat the address of such shareholder appearing on the books of the Corporation is
\nreturned to the Corporation by the United States Postal Service marked to
\nindicate that the United States Postal Service is unable to deliver the notice
\nto the shareholder at such address, all future notices shall be deemed to have
\nbeen duly given without further mailing if the same shall be available for the
\nshareholder upon written demand of the shareholder at the principal executive
\noffice of the Corporation for a period of one year from the date of the giving
\nof the notice to all other shareholders. Notice shall not be given by electronic
\ntransmission by the Corporation after either one of<\/p>\n<\/p>\n

\n

the following: (i) the Corporation is unable to deliver two
\nconsecutive notices to the shareholder by that means or (ii) the inability to so
\ndeliver such notices to the shareholder becomes known to the Secretary, any
\nAssistant Secretary, the transfer agent, or other person responsible for the
\ngiving of the notice.<\/p>\n<\/p>\n\n\n\n
<\/td>\n5.6<\/em><\/strong><\/td>\n\n

Consent to Shareholders’ Meetings <\/em><\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The transactions of any meeting of shareholders, however
\ncalled and noticed, and wherever held, are as valid as though had at a meeting
\nduly held after regular call and notice, if a quorum is present either in person
\nor by proxy, and if, either before or after the meeting, each of the
\nshareholders entitled to vote, not present in person or by proxy, signs a
\nwritten waiver of notice or a consent to the holding of such meeting or an
\napproval of the minutes thereof. All such waivers, consents or approvals shall
\nbe filed with the corporate records or made a part of the minutes of the
\nmeeting. Attendance of a person at a meeting shall constitute a waiver of notice
\nof such meeting, except when the person objects, at the beginning of the
\nmeeting, to the transaction of any business because the meeting is not lawfully
\ncalled or convened and except that 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 but not so included, if such objection is expressly made
\nat the meeting. Neither the business to be transacted at nor the purpose of any
\nregular or special meeting of shareholders need be specified in any written
\nwaiver of notice, except as to approval of contracts between the Corporation and
\nany of its directors, amendment of the Articles of Incorporation, reorganization
\nof the Corporation or winding up the affairs of the Corporation.<\/p>\n<\/p>\n\n\n\n
<\/td>\n5.7<\/em><\/strong><\/td>\n\n

Quorum <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The presence in person or by proxy of the holders of a
\nmajority of the shares entitled to vote at any meeting of shareholders shall
\nconstitute a quorum for the transaction of business. Shares shall not be counted
\nto make up a quorum for a meeting if voting of such shares at the meeting has
\nbeen enjoined or for any reason they cannot be lawfully voted at the meeting.
\nThe shareholders present at a duly called or held meeting at which a quorum is
\npresent may continue to transact business until adjournment notwithstanding the
\nwithdrawal of enough shareholders to leave less than a quorum, if any action
\ntaken (other than adjournment) is approved by at least a majority of the shares
\nrequired to constitute a quorum.<\/p>\n<\/p>\n\n\n\n
<\/td>\n5.8<\/em><\/strong><\/td>\n\n

Adjourned Meetings <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any shareholders’ meeting, whether or not a quorum is
\npresent, may be adjourned from time to time by the vote of a majority of the
\nshares, the holders of which are either present in person or represented by
\nproxy thereat, but, except as provided in Section 5.7<\/u> of these Bylaws, in
\nthe absence of a quorum, no other business may be transacted at such meeting.
\nWhen any meeting of shareholders, either annual or special, is adjourned to
\nanother time or place, notice need not be given of the adjourned meeting if its
\ntime and place (or the means of electronic transmission by and to the
\nCorporation or electronic video screen communication, if any, by which the
\nshareholders may participate) are<\/p>\n<\/p>\n

\n

announced at the meeting at which the adjournment is taken.
\nWhen a meeting is adjourned for more than forty-five (45) days or if after
\nadjournment a new record date is fixed for the adjourned meeting, a notice of
\nthe time and place adjourned meeting shall be given to each shareholder of
\nrecord entitled to vote at a meeting. At any adjourned meeting the shareholders
\nmay transact any business which might have been transacted at the original
\nmeeting.<\/p>\n<\/p>\n\n\n\n
<\/td>\n5.9<\/em><\/strong><\/td>\n\n

Record Date for Shareholder Notice; Voting;
\nGiving Consents <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) In order that the Corporation may determine the
\nshareholders entitled to notice of any meeting or to vote, the Board of
\nDirectors may fix, in advance, a record date, which shall not be more than sixty
\n(60) days nor less than ten (10) days prior to the date of such meeting nor more
\nthan sixty (60) days before any other action. Only shareholders of record at the
\nclose of business on the record date are entitled to notice of, and to vote at,
\na meeting of shareholders, notwithstanding any transfer of any shares on the
\nbooks or the Corporation after the record date, except as otherwise provided by
\nin the Articles of Incorporation or the Code. In the absence of any contrary
\nprovision in the Articles of Incorporation or in any applicable statute relating
\nto the election of directors or to other particular matters, each such person
\nshall be entitled to one vote for each share.<\/p>\n

(b) A determination of the shareholders of record
\nentitled to notice of, and to vote at, a meeting of shareholders shall apply to
\nany adjournment 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 forty-five (45) days from
\nthe date set for the original meeting.<\/p>\n

(c) If the Board of Directors does not so fix a record
\ndate:<\/p>\n

(i) the record date for determining shareholder
\nentitled to notice of or to vote at a meeting of shareholders shall be at the
\nclose of business on the business day next preceding the day on which notice is
\ngiven or, if notice is waived, at the close of business on the business day next
\npreceding the day on which the meeting is held; and<\/p>\n

(ii) the record date for determining shareholders
\nentitled to given consent to corporate action in writing without a meeting
\n(1) when no prior action by the Board of Directors has been taken, shall be the
\nday on which the first written consent is given, or (2) when prior action by the
\nBoard of Directors has been taken, shall be at the close of business on the day
\non which the Board of Directors adopts the resolution relating thereto, or the
\nsixtieth (60th<\/sup>) day prior to the date of such other action, whichever
\nis later.<\/p>\n<\/p>\n\n\n\n
<\/td>\n5.10<\/em><\/strong><\/td>\n\n

Action by Written Consent <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Any action which may be taken at any annual or
\nspecial meeting of shareholders may be taken without a meeting and without prior
\nnotice, if a consent in writing, setting forth the action so taken, shall be
\nsigned by the holders of outstanding shares having not less than the minimum
\nnumber of votes that would be necessary to<\/p>\n<\/p>\n

\n

authorize or take such action at a meeting at which all
\nshares entitled to vote thereon were present and voted.<\/p>\n

(b) If the consents of all shareholders entitled to
\nvote have not been solicited in writing, the Secretary shall give prompt notice
\nof any corporate action approved by the shareholders without a meeting by less
\nthan unanimous written consent to those shareholders entitled to vote who have
\nnot consented in writing. Such notice shall be given in the manner specified in
\nSection 5.5<\/u> of these Bylaws and applicable law.<\/p>\n

(c) In the case of approval of (i) a contract or
\ntransaction in which a director has a direct or indirect financial interest,
\npursuant to Section 310 of the Code, (ii) an amendment of the Articles of
\nIncorporation, pursuant to Section 902 of the Code, (iii) a reorganization of
\nthe Corporation, pursuant to Section 1201 of the Code, (iv) a voluntary
\ndissolution of the Corporation pursuant to Section 1900 of the Code or (v) a
\ndistribution in dissolution other than in accordance with the rights of any
\noutstanding preferred shares, pursuant to Section 2007 of the Code, the notice
\nshall be given at least ten (10) days before the consummation of any action
\nauthorized by that approval, unless the consents of all shareholders entitled to
\nvote have been solicited in writing.<\/p>\n

(d) When written consents are given with respect to
\nany shares, they shall be given by and accepted from the persons in whose names
\nsuch shares stand on the books of the Corporation at the time such respective
\nconsents are given, or any shareholder’s proxy holder, or a transferee of the
\nshares or a personal representative of the shareholder or their respective proxy
\nholders, may revoke the consent by a writing received by the Corporation prior
\nto the time that written consents of the number of shares required to authorize
\nthe proposed action have been filed with the Secretary, but may not do so
\nthereafter. Such revocation is effective upon its receipt by the Secretary.<\/p>\n

(e) Notwithstanding anything to the contrary,
\ndirectors may not be elected by written consent except by unanimous written
\nconsent of all shares entitled to vote for the election of directors; provided
\nthat the shareholders may elect a director to fill a vacancy not filled by the
\nBoard of Directors, other than a vacancy creased by removal, by the written
\nconsent of a majority of the outstanding shares entitled to vote.<\/p>\n<\/p>\n\n\n\n
<\/td>\n5.11<\/em><\/strong><\/td>\n\n

Election of Directors <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In any election of directors, the candidates receiving the
\nhighest number of affirmative votes of the shares entitled to be voted for them
\nup to the number of directors to be elected by such shares are elected; votes
\nagainst the directors and votes withheld with respect to the election of the
\ndirectors shall have no legal effect. Elections of directors need not be by
\nballot except upon demand made by a shareholder at the meeting and before the
\nvoting begins.<\/p>\n<\/p>\n\n\n\n
<\/td>\n5.12<\/em><\/strong><\/td>\n\n

Proxies <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Every person entitled to vote or execute consents
\nshall have the right to do so either in person or by one or more agents
\nauthorized by a written proxy executed by such person or such person’s duly
\nauthorized agent and filed with the Secretary. No<\/p>\n<\/p>\n

\n

proxy shall be valid (a) after revocation thereof, unless the
\nproxy is specifically made irrevocable and otherwise conforms to this
\nSection 5.12<\/u> and applicable law, or (b) after the expiration of eleven
\n(11) months from the date thereof, unless the person executing it specifies
\ntherein the length of time for which such proxy is to continue in force.
\nRevocation may be effected by a writing delivered to the Secretary stating that
\nthe proxy is revoked or by a subsequent proxy executed by, or by attendance at
\nthe meeting and voting in person by, the person executing the proxy. A proxy is
\nnot revoked by the death or incapacity of the maker unless, before the vote is
\ncounted, a written notice of such death or incapacity is received by the
\nCorporation.<\/p>\n

(b) A proxy which states that it is irrevocable is
\nirrevocable for the period specified therein when it is held by any of the
\nfollowing or a nominee of any of the following: (i) a pledgee, (ii) a person who
\nhas purchased or agreed to purchase or holds an option to purchase the shares or
\na person who has sold a portion of such person’s shares in the Corporation to
\nthe maker of the proxy, (iii) a creditor or creditors of the Corporation or the
\nshareholder who extended or continued credit to the Corporation or the
\nshareholder in consideration of the proxy if the proxy states that it was given
\nin consideration of such extension or continuation of credit and the name of the
\nperson extending or continuing the credit, (iv) a person who has contracted to
\nperform services as an employee of the Corporation, if a proxy is required by
\nthe contract of employment and if the proxy states that it was given in
\nconsideration of such contract of employment, the name of the employee and the
\nperiod of employment contracted for, (v) a person designated by or under a close
\ncorporation shareholder agreement or a voting trust agreement. In addition, a
\nproxy may be made irrevocable if it is given to secure the performance of a duty
\nor to protect a title, either legal or equitable, until the happening of events
\nwhich, by its terms, discharge the obligation secured by it.<\/p>\n

Notwithstanding the period of irrevocability specified, the
\nproxy becomes revocable when the pledge is redeemed, the option or agreement to
\npurchase is terminated or the seller no longer owns any shares of the
\nCorporation or dies, the debt of the Corporation or the shareholder is paid, the
\nperiod of employment provided for in the contract of employment has terminated
\nor the close corporation shareholder agreement or the voting trust agreement has
\nterminated. In addition, a proxy may be revoked, notwithstanding a provision
\nmaking it irrevocable, by a purchaser of shares without knowledge of the
\nexistence of the provision unless the existence of the proxy and its
\nirrevocability appears on the certificate representing such shares or, in the
\ncase of uncertificated shares, on the initial transaction statement and written
\nstatements. Every form of proxy or written consent, which provides an
\nopportunity to specify approval or disapproval with respect to any proposal,
\nshall also contain an appropriate space marked “abstain”, whereby a shareholder
\nmay indicate a desire to abstain from voting his or her shares on the proposal.
\nA proxy marked “abstain” by the shareholder with respect to a particular
\nproposal shall not be voted either for or against such proposal. In any election
\nof directors, any form of proxy in which the directors to be voted upon are
\nnamed therein as candidates and which is marked by a shareholder “withhold” or
\notherwise marked in a manner indicating that the authority to vote for the
\nelection of directors is withheld shall not be voted either for or against the
\nelection of a director.<\/p>\n<\/p>\n

\n\n\n\n
<\/td>\n5.13<\/em><\/strong><\/td>\n\n

Inspectors of Elections <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Before any meeting of shareholders, the Board of Directors
\nmay appoint any persons other than nominees for office to act as inspectors of
\nelection at the meeting or its adjournment. If no inspectors of election are so
\nappointed, the Chairman of the meeting may, and on the request of any
\nshareholder or a shareholder’s proxy shall, appoint inspectors of election at
\nthe meeting. The number of inspectors shall be either one (l) or three (3). If
\ninspectors are appointed at a meeting on the request of one or more shareholders
\nor proxies, the holders of a majority of shares or their proxies present at the
\nmeeting shall determine whether one (l) or three (3) inspectors are to be
\nappointed. If any person appointed as inspector fails to appear or fails or
\nrefuses to act, the Chairman of the meeting may, and upon the request of any
\nshareholder or a shareholder’s proxy shall, appoint a person to fill that
\nvacancy. These inspectors shall:<\/p>\n

(a) determine the number of shares outstanding and the
\nvoting power of each, the shares represented at the meeting, the existence of a
\nquorum, and the authenticity, validity, and effect of proxies;<\/p>\n

(b) receive votes, ballots, or consents;<\/p>\n

(c) hear and determine all challenges and questions in
\nany way arising in connection with the right to vote;<\/p>\n

(d) count and tabulate all votes or consents;<\/p>\n

(e) determine when the polls shall close;<\/p>\n

(f) determine the result; and<\/p>\n

(g) do any other acts that may be proper to conduct
\nthe election or vote with fairness to all shareholders.<\/p>\n<\/p>\n\n\n\n
<\/td>\n5.14<\/em><\/strong><\/td>\n\n

Advance Notice of Shareholder Business and
\nNominations <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Annual Meetings of Shareholders.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(i) Nominations of persons for election to the
\nBoard of Directors and the proposal of business to be considered by the
\nshareholders may be made at an annual meeting of shareholders only (a) pursuant
\nto the Corporation’s notice of meeting (or any supplement thereto), (b) by or at
\nthe direction of the Board of Directors or any duly authorized committee
\nthereof, or (c) by any shareholder of the Corporation who was a shareholder of
\nrecord of the Corporation at the time the notice provided for in this
\nSection 5.14<\/u> is delivered to the Secretary of the Corporation, who is
\nentitled to vote at the meeting, and who complies with the notice procedures set
\nforth in this Section 5.14<\/u>.<\/p>\n

(ii) For nominations or other business to be
\nproperly brought before an annual meeting of shareholders by a shareholder, the
\nshareholder must have given timely notice thereof in proper written form to the
\nSecretary of the Corporation and any such<\/p>\n<\/p>\n

\n

proposed business must constitute a proper matter for
\nshareholder action under the Code. To be timely, a shareholder’s notice shall be
\ndelivered to the Secretary at the principal executive offices of the Corporation
\nnot later than the close of business on the ninetieth (90th) day nor earlier
\nthan the close of business on the one hundred twentieth (120th) day prior to the
\nfirst anniversary of the preceding year’s annual meeting (provided, however,
\nthat in the event that the date of the annual meeting is more than thirty days
\nbefore or more than sixty (60) days after such anniversary date, notice by the
\nshareholder must be so delivered not earlier than the close of business on the
\none hundred twentieth (120th) day prior to such annual meeting and not later
\nthan the close of business on the later of the ninetieth (90th) day prior to
\nsuch annual meeting or the tenth (10th) day following the day on which public
\nannouncement of the date of such meeting is first made by the Corporation). In
\nno event shall the public announcement of an adjournment or postponement of an
\nannual meeting of shareholders commence a new time period (or extend any time
\nperiod) for the giving of a shareholder’s notice as described above. To be in
\nproper written form, a shareholder’s notice to the Secretary (whether pursuant
\nto this Section 5.14(a)(ii)<\/u> or Section 5.14(b))<\/u> must set forth:\n<\/p>\n

(A) as to each person, if any, whom the shareholder
\nproposes to nominate for election as a director (x) all information relating to
\nsuch person that is required to be disclosed in solicitations of proxies for
\nelection of directors in an election contest, or is otherwise required, in each
\ncase pursuant to and in accordance with Regulation 14A under the Exchange Act
\nand (y) such person’s written consent to being named in the proxy statement as a
\nnominee and to serving as a director if elected;<\/p>\n

(B) if the notice relates to any business (other than
\nthe nomination of persons for election as directors) that the shareholder
\nproposes to bring before the meeting, (w) a brief description of the business
\ndesired to be brought before the meeting, (x) the text of the proposal or
\nbusiness (including the text of any resolutions proposed for consideration and
\nin the event that such business includes a proposal to amend the Bylaws of the
\nCorporation, the language of the proposed amendment), (y) the reasons for
\nconducting such business at the meeting, and (z) any material interest in such
\nbusiness of such shareholder and the beneficial owner, if any, on whose behalf
\nthe proposal is made; and<\/p>\n

(C) as to the shareholder giving the notice and the
\nbeneficial owner, if any, on whose behalf the nomination or proposal is made
\n(w) the name and address of such shareholder, as they appear on the
\nCorporation’s books, and of such beneficial owner, (x) the class or series and
\nnumber of shares of capital stock of the Corporation that are, directly or
\nindirectly, owned beneficially and of record by such shareholder and by such
\nbeneficial owner, (y) any derivative positions with respect to shares of capital
\nstock of the Corporation held or beneficially held by or on behalf of such
\nshareholder and by or on behalf of such beneficial owner, the extent to which
\nany hedging or other transaction or series of transactions has been entered into
\nwith respect to the shares of capital stock of the Corporation by or on behalf
\nof such shareholder and by or on behalf of such beneficial owner, and the extent
\nto which any other agreement, arrangement or understanding has been made, the
\neffect or intent of which is to increase or decrease the voting power of such
\nshareholder and such beneficial owner with respect<\/p>\n<\/p>\n

\n

to shares of capital stock of the Corporation, (z) a
\nrepresentation that the shareholder is a holder of record of stock of the
\nCorporation entitled to vote at such meeting and intends to appear in person or
\nby proxy at the meeting to propose such business or nomination, and (aa) a
\nrepresentation whether the shareholder or the beneficial owner, if any, intends
\nor is part of a group that intends (bb) to deliver a proxy statement and\/or form
\nof proxy to holders of at least the percentage of the Corporation’s outstanding
\ncapital stock required to approve or adopt the proposal or elect the nominee or
\n(cc) otherwise to solicit proxies from shareholders in support of such proposal
\nor nomination.<\/p>\n

The Corporation may require any proposed nominee to furnish
\nsuch other information as it may reasonably require to determine (x) the
\neligibility of such proposed nominee to serve as a director of the Corporation,
\nand (y) whether such nominee qualifies as an “independent director” or “audit
\ncommittee financial expert” under applicable law, securities exchange rule or
\nregulation, or any publicly-disclosed corporate governance guideline or
\ncommittee charter of the Corporation.<\/p>\n

(iii) Notwithstanding anything in the second sentence of
\nparagraph (a)(ii) of this Section 5.14<\/u> to the contrary, in the event that
\nthe number of directors to be elected to the Board of Directors of the
\nCorporation at an annual meeting is increased and there is no public
\nannouncement by the Corporation naming all of the nominees for director or
\nspecifying the size of the increased Board of Directors at least one hundred
\n(100) days prior to the first anniversary of the preceding year’s annual
\nmeeting, a shareholder’s notice required by this Section 5.14<\/u> shall also
\nbe considered timely, but only with respect to nominees for any new positions
\ncreated by such increase, if it shall be delivered to the Secretary of the
\nCorporation at the principal executive offices of the Corporation not later than
\nthe close of business on the tenth (10th) day following the day on which such
\npublic announcement is first made by the Corporation.<\/p>\n

(b) Special Meetings of Shareholders. Only such business
\nshall be conducted at a special meeting of shareholders as shall have been
\nbrought before the meeting pursuant to the Corporation’s notice of meeting.
\nNominations of persons for election to the Board of Directors may be made at a
\nspecial meeting of shareholders at which directors are to be elected pursuant to
\nthe Corporation’s notice of meeting (1) by or at the direction of the Board of
\nDirectors or any duly authorized committee thereof or (2) provided that the
\nBoard of Directors or any duly authorized committee thereof has determined that
\ndirectors shall be elected at such meeting, by any shareholder of the
\nCorporation who is a shareholder of record at the time the notice provided for
\nin this Section 5.14<\/u> is delivered to the Secretary of the Corporation,
\nwho is entitled to vote at the meeting and upon such election, and who complies
\nwith the notice procedures set forth in this Section 5.14<\/u>. In the event
\nthe Corporation calls a special meeting of shareholders for the purpose of
\nelecting one or more directors to the Board of Directors, any such shareholder
\nentitled to vote in such election of directors may nominate a person or persons
\n(as the case may be) for election to such position(s) as specified in the
\nCorporation’s notice of meeting, if the shareholder’s notice in the same form as
\nrequired by paragraph (a)(ii) of this Section 5.14<\/u> shall be delivered to
\nthe Secretary at the principal executive offices of the Corporation not earlier
\nthan the close of business on the one hundred twentieth (120th) day prior to
\nsuch special meeting and not later than the close<\/p>\n<\/p>\n

\n

of business on the later of the ninetieth (90th) day prior to
\nsuch special meeting or the tenth (10th) day following the day on which public
\nannouncement is first made of the date of the special meeting and of the
\nnominees proposed by the Board of Directors to be elected at such meeting. In no
\nevent shall the public announcement of an adjournment or postponement of a
\nspecial meeting commence a new time period (or extend any time period) for the
\ngiving of a shareholder’s notice as described above.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

General.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(i) Only such persons who are nominated in accordance
\nwith the procedures set forth in this Section 5.14<\/u> shall be eligible to
\nbe elected at an annual or special meeting of shareholders of the Corporation to
\nserve as directors and only such business shall be conducted at a meeting of
\nshareholders as shall have been brought before the meeting in accordance with
\nthe procedures set forth in this Section 5.14<\/u>. Except as otherwise
\nprovided by law, the chairman of the meeting shall have the power and duty
\n(A) to determine whether a nomination or any business proposed to be brought
\nbefore the meeting was made or proposed, as the case may be, in accordance with
\nthe procedures set forth in this Section 5.14<\/u> and (B) if any proposed
\nnomination or business was not made or proposed in compliance with this
\nSection 5.14<\/u>, to declare that such nomination shall be disregarded or
\nthat such proposed business shall not be transacted. Notwithstanding the
\nforegoing provisions of this Section 5.14<\/u>, unless otherwise required by
\nlaw, if the shareholder (or a qualified representative of the shareholder) does
\nnot appear at the annual or special meeting of shareholders of the Corporation
\nto present a nomination or proposed business, such nomination shall be
\ndisregarded and such proposed business shall not be considered, notwithstanding
\nthat proxies in respect of such vote may have been received by the Corporation.
\nFor purposes of this Section 5.14<\/u>, to be considered a qualified
\nrepresentative of the shareholder, a person must be authorized by a writing
\nexecuted by such shareholder or an electronic transmission delivered by such
\nshareholder to act for such shareholder as proxy at the meeting of shareholders
\nand such person must produce such writing or electronic transmission, or a
\nreliable reproduction of the writing or electronic transmission, at the meeting
\nof shareholders.<\/p>\n

(ii) For purposes of this Section 5.14<\/u>, “public
\nannouncement” shall include disclosure in a press release reported by the Dow
\nJones News Service, Associated Press, or comparable national news service or in
\na document publicly filed by the Corporation with the Securities and Exchange
\nCommission pursuant to Section 13, 14, or 15(d) of the Exchange Act.<\/p>\n

(iii) Nothing in this Section 5.14<\/u> shall be
\ndeemed to affect any rights (a) of shareholders to request inclusion of
\nproposals or nominations in the Corporation’s proxy statement pursuant to Rule
\n14a-8 (or any successor thereto) promulgated under the Exchange Act (and any
\nproposal included in the Corporation’s proxy statement pursuant to such Rule
\nshall not be subject to any of the advance notice requirements in this
\nSection 5.14) or (b) of the holders of any series of Preferred Stock to nominate
\nand elect directors pursuant to and to the extent provided in any applicable
\nprovisions of the certificate of incorporation.<\/p>\n<\/p>\n

\n

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

MEETINGS OF DIRECTORS <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n6.1<\/em><\/strong><\/td>\n\n

Place of Meetings <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Meetings (whether regular, special or adjourned) of the Board
\nof Directors shall be held at the principal office of the Corporation for the
\ntransaction of business, as specified in accordance with Section 1.1<\/u> of
\nthese Bylaws, or at any other place within or without the State which has been
\ndesignated from time to time by resolution of the Board or which is designated
\nin the notice of the meeting. Any meeting (whether regular, special or
\nadjourned) may be held by conference telephone, electronic video screen
\ncommunication or electronic communication by and to the Corporation.
\nParticipation in a meeting through the use of conference telephone or electronic
\nvideo screen communication pursuant to this Section 6.1<\/u> constitutes
\npresence in person at that meeting so long as all members participating in the
\nmeeting are able to hear one another. Participation in a meeting through
\nelectronic transmission by and to the Corporation (other than conference
\ntelephone and electronic video screen communication), pursuant to this
\nSection 6.1<\/u> constitutes presence in person at that meeting if both of the
\nfollowing apply:<\/p>\n

(a) each member participating in the meeting can
\ncommunicate with all of the other members concurrently; and<\/p>\n

(b) each member is provided the means of participating
\nin all matters before the Board of Directors, including, without limitation, the
\ncapacity to propose, or to interpose an objection to, a specific action to be
\ntaken by the Corporation.<\/p>\n<\/p>\n\n\n\n
<\/td>\n6.2<\/em><\/strong><\/td>\n\n

Regular Annual Meeting; Regular Meetings
\n<\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

After the adjournment of each annual meeting of the
\nshareholders, the Board of Directors shall hold a regular meeting (which regular
\ndirectors’ meeting shall be designated the “Regular Annual Meeting<\/u>“) and
\nno notice need be given for the Regular Annual Meeting unless the Regular Annual
\nMeeting is not held at the principal place of business provided at
\nSection 1.1<\/u> of these Bylaws. Regular meetings of the Board of Directors
\nmay be held without notice if the time and place of such meetings are fixed by
\nthe Board of Directors.<\/p>\n<\/p>\n\n\n\n
<\/td>\n6.3<\/em><\/strong><\/td>\n\n

Special Meetings <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Special meetings of the Board of Directors may be called at
\nany time by the Chairman of the Board, if any, or a Lead Director, if any, the
\nPresident or the Chief Executive Officer, any Vice President, the Secretary, or
\nby any two or more directors.<\/p>\n<\/p>\n\n\n\n
<\/td>\n6.4<\/em><\/strong><\/td>\n\n

Notice of Special Meetings <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Special meetings of the Board of Directors shall be held upon
\nno less than four (4) days’ notice by mail or forty-eight (48) hours’ notice
\ndelivered personally or by<\/p>\n<\/p>\n

\n

telephone to each director. Commencing on January 1, 2011,
\nspecial meetings of the Board of Directors shall be held upon no less than four
\n(4) days’ notice by mail or forty-eight (48) hours’ notice delivered personally
\nor by telephone, including voice messaging system or by electronic transmission
\nby the Corporation.<\/p>\n<\/p>\n\n\n\n
<\/td>\n6.5<\/em><\/strong><\/td>\n\n

Quorum <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A majority of the authorized number of directors shall
\nconstitute a quorum for the transaction of business, except to adjourn as
\nprovided by Section 6.6<\/u> of these Bylaws. Every act or decision done or
\nmade by a majority of the directors present at a meeting duly held at which a
\nquorum is present is the act of the Board of Directors, subject to the
\nprovisions of Section 310 of the Code (as to the approval of contracts or
\ntransactions in which a director has a direct or indirect material financial
\ninterest), Section 311 of the Code (as to the appointment of committees),
\nSection 317(a) of the Code (as to the indemnification of directors), the
\nArticles of Incorporation or other applicable law. A meeting at which a quorum
\nis initially present may continue to transact business notwithstanding the
\nwithdrawal of directors, if any action taken is approved by at least a majority
\nof the required quorum for such meeting.<\/p>\n<\/p>\n\n\n\n
<\/td>\n6.6<\/em><\/strong><\/td>\n\n

Adjournment <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A majority of the directors present, whether or not a quorum
\nis present, may adjourn any meeting to another time and place. If the meeting is
\nadjourned for over twenty-four (24) hours, notice of any adjournment to another
\ntime and place shall be given prior to the time of the adjourned meeting to the
\ndirectors who were not present at the time of adjournment.<\/p>\n<\/p>\n\n\n\n
<\/td>\n6.7<\/em><\/strong><\/td>\n\n

Waiver and Notice of Consent <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notice of a meeting need not be given to a director who
\nprovides a waiver of notice or a consent to holding the meeting, or who attends
\nthe meeting without protesting, prior thereto or at its commencement, the lack
\nof notice to such director. All such waivers, consents and approvals shall be
\nfiled with the corporate records or made a part of the minutes of the meeting.\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n6.8<\/em><\/strong><\/td>\n\n

Action without a Meeting <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any action required or permitted by law to be taken by the
\nBoard of Directors may be taken without a meeting, if all members of the Board
\nof Directors shall individually or collectively consent in writing to such
\naction. Such written consent or consents shall be filed with the minutes of the
\nproceedings of the Board of Directors. Such action by written consent shall have
\nthe same force and effect as the unanimous vote of such directors.<\/p>\n<\/p>\n\n\n\n
<\/td>\n6.9<\/em><\/strong><\/td>\n\n

Committees <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The provisions of this Article VI<\/u> also apply to
\ncommittees of the Board of Directors and action by such committees, mutatis
\nmutandis.<\/p>\n<\/p>\n

\n

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

GENERAL MATTERS <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n7.1<\/em><\/strong><\/td>\n\n

Record Date for Purposes Other than Notice and
\nVoting <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For purposes of determining the shareholders entitled to
\nreceive payment of any dividend or other distribution or allotment of any rights
\nor entitled to exercise any rights in respect of any other lawful action (other
\nthan with respect to notice or voting at a shareholders’ meeting or action by
\nshareholders by written consent without a meeting), the Board of Directors may
\nfix, in advance, a record date, which shall not be more than sixty (60) days
\nprior to any such action. Only shareholders of record at the close of business
\non the record date are entitled to receive the dividend, distribution or
\nallotment or rights, or to exercise the rights, as the case may be,
\nnotwithstanding any transfer of any shares on the books of the Corporation after
\nthe record date, except as otherwise provided for in the Articles of
\nIncorporation or the Code.<\/p>\n<\/p>\n\n\n\n
<\/td>\n7.2<\/em><\/strong><\/td>\n\n

Instruments in Writing <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All checks, drafts, other orders for payments of money, notes
\nor other evidences of indebtedness of the Corporation, and all written contracts
\nof the Corporation, shall be signed by such officer or officers, agent or
\nagents, as the Board of Directors may from time to time designate. No officer,
\nagent, or employee of the Corporation shall have the power to bind the
\nCorporation by contract or otherwise unless authorized to do so by these Bylaws
\nor by the Board of Directors.<\/p>\n<\/p>\n\n\n\n
<\/td>\n7.3<\/em><\/strong><\/td>\n\n

Shares Held by the Corporation <\/em><\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Shares in other corporations standing in the name of the
\nCorporation may be voted or represented and all rights incident thereto may be
\nexercised on behalf of the Corporation by any officer of the Corporation
\nauthorized so to do by resolution of the Board of Directors. The authority
\nherein granted may be exercised either by such person directly or by any other
\nperson authorized to do so by proxy or by power of attorney duly executed by
\nsuch person having the authority.<\/p>\n<\/p>\n\n\n\n
<\/td>\n7.4<\/em><\/strong><\/td>\n\n

Certificated and Uncertificated Shares
\n<\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Certificates for the shares of stock of the
\nCorporation shall be issued only to the extent as may be required by applicable
\nlaw or as otherwise authorized by the Secretary or any Assistant Secretary, and
\nif so issued shall be in such form as is consistent with the Articles of
\nIncorporation of the Corporation and applicable law. Any such certificates shall
\nbe signed by, or in the name of the Corporation by, the Chief Executive Officer
\nor the President and by the Secretary or any Assistant Secretary, certifying the
\nnumber of shares and the class or series of shares owned by the shareholder. Any
\nor all of the signatures on the certificate may be facsimile. In case any
\nofficer, transfer agent or registrar who has signed or whose facsimile signature
\nhas been placed upon a certificate has ceased to be such officer transfer agent
\nor registrar before<\/p>\n<\/p>\n

\n

such certificate is issued, it may be issued by the
\nCorporation with the same effect as if such person were an officer, transfer
\nagent or registrar at the date of issue.<\/p>\n

(b) On or after November 17, 2010, unless otherwise
\nrequired by applicable law or authorized by the Secretary or any Assistant
\nSecretary, shares of the Corporation shall be issued, recorded and transferred
\nexclusively in uncertificated book-entry form in accordance with a direct
\nregistration program operated by a clearing agency registered under Section 17A
\nof the Exchange Act. Shares of the Corporation represented by certificates that
\nwere issued prior to November 17, 2010 shall continue to be certificated
\nsecurities of the Corporation until the certificates therefor have been
\nsurrendered to the Corporation.<\/p>\n<\/p>\n\n\n\n
<\/td>\n7.5<\/em><\/strong><\/td>\n\n

Lost Certificates <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as provided in this Section 7.5<\/u>, no new shares
\nshall be issued to replace a previously issued certificate unless the
\ncertificate is surrendered to the Corporation or its transfer agent or registrar
\nand cancelled at the same time. When the owner of any certificate for shares of
\nthe Corporation claims that the certificate has been lost, stolen or destroyed,
\nuncertificated shares, in accordance with Section 7.4(b) above, shall be issued
\nin place of the original certificate if the owner (a) so requests before the
\nCorporation has notice that the original certificate has been acquired by a bona
\nfide purchaser, (b) files with the Corporation an indemnity bond in such form
\nand in such amount sufficient to protect the Corporation against any claim that
\nmay be made against it, including any expense or liability, on account of the
\nalleged loss, theft or destruction of the certificate or the issuance of the
\nreplacement shares, and (c) satisfies any other reasonable requirements imposed
\nby the Corporation. The Board of Directors may adopt such other provisions and
\nrestrictions with reference to lost certificates, not inconsistent with
\napplicable law, as it shall in its discretion deem appropriate.<\/p>\n<\/p>\n\n\n\n
<\/td>\n7.6<\/em><\/strong><\/td>\n\n

Certification and Inspection of Bylaws
\n<\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Corporation shall keep at its principal executive or
\nbusiness office the original or a copy of these Bylaws as amended or otherwise
\naltered to date, which shall be open to inspection by the shareholders at all
\nreasonable times during office hours.<\/p>\n<\/p>\n\n\n\n
<\/td>\n7.7<\/em><\/strong><\/td>\n\n

Interpretation <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Reference in these Bylaws to any provision of the Code shall
\nbe deemed to include all amendments thereof.<\/p>\n<\/p>\n\n\n\n
<\/td>\n7.8<\/em><\/strong><\/td>\n\n

Construction <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Unless the context requires otherwise, the general
\nprovisions, rules of construction and definitions in the Code shall govern the
\nconstruction of these Bylaws. Without limiting the generality of the provision,
\nthe singular number includes the plural, the plural number includes the
\nsingular, and the term “person” includes both a corporation and a natural
\nperson.<\/p>\n<\/p>\n

\n

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

CONSTRUCTION OF BYLAWS WITH REFERENCE TO PROVISIONS OF
\nLAW <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n8.1<\/em><\/strong><\/td>\n\n

Bylaw Provisions Additional and Supplemental to
\nProvisions of Law <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All restrictions, limitations, requirements and other
\nprovisions of these Bylaws shall be construed, insofar as possible, as
\nsupplemental and additional to all provisions of law applicable to the subject
\nmatter thereof and shall be fully complied with in addition to the said
\nprovisions of law unless such compliance shall be illegal.<\/p>\n<\/p>\n\n\n\n
<\/td>\n8.2<\/em><\/strong><\/td>\n\n

Bylaw Provisions Contrary to or Inconsistent with
\nProvisions of Law <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any article, section, subsection, subdivision, sentence,
\nclause or phrase of these Bylaws which, upon being construed in the manner
\nprovided in Section 8.1<\/u> of these Bylaws, shall be contrary to or
\ninconsistent with any applicable provision of law, shall not apply so long as
\nsaid provisions of law shall remain in effect, but such result shall not affect
\nthe validity or applicability of any other portions of these Bylaws, it being
\nhereby declared that these Bylaws, and each article, section, subsection,
\nsubdivision, sentence, clause, or phrase thereof, would have been adopted
\nirrespective of the fact that any one or more articles, sections, subsections,
\nsubdivisions, sentences, clauses or phrases is or are illegal.<\/p>\n

ARTICLE IX <\/strong><\/p>\n

ADOPTION, AMENDMENT OR REPEAL OF BYLAWS <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n9.1<\/em><\/strong><\/td>\n\n

By Shareholders <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

These Bylaws may be adopted, amended or repealed by the vote
\nor written consent of holders of a majority of the outstanding shares entitled
\nto vote. Any bylaws specifying or changing a fixed number of directors or the
\nmaximum or minimum number or changing from a fixed to a variable board or vice
\nversa may only be adopted by the shareholders; provided, however, that a bylaw
\nor amendment of the Articles of Incorporation reducing the number or the minimum
\nnumber of directors to a number less than five cannot be adopted if the votes
\ncast against its adoption at a meeting or the shares not consenting in the case
\nof action by written consent are equal to more than sixteen and two-thirds
\npercent (16-2\/3%) of the outstanding shares entitled to vote.<\/p>\n<\/p>\n\n\n\n
<\/td>\n9.2<\/em><\/strong><\/td>\n\n

By the Board of Directors <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Subject to the right of shareholders to adopt, amend or
\nrepeal these Bylaws, other than a bylaw or amendment thereof specifying or
\nchanging a fixed number of directors or the maximum or minimum number or
\nchanging from a fixed to a variable board or vice versa, may be adopted, amended
\nor repealed by the Board of Directors. A bylaw adopted by the shareholders may
\nrestrict or eliminate the power of the Board of Directors to adopt, amend or
\nrepeal these Bylaws.<\/p>\n<\/p>\n

\n

ARTICLE X <\/strong><\/p>\n

INDEMNIFICATION <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n10.1<\/em><\/strong><\/td>\n\n

Indemnification of Directors and Officers
\n<\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Corporation shall, to the maximum extent and in the
\nmanner permitted by the Code, indemnify each of its directors and officers
\nagainst expenses (as defined in Section 317(a) of the Code), judgments, fines,
\nsettlements, and other amounts actually and reasonably incurred in connection
\nwith any proceeding (as defined in Section 317(a) of the Code), arising by
\nreason of the fact that such person is or was an agent of the Corporation. For
\npurposes of this Article X<\/u>, a “director” or “officer” of the Corporation
\nincludes any person (a) who is or was a director or officer of the Corporation,
\n(b) who is or was serving at the request of the Corporation as a director or
\nofficer of another corporation, partnership, joint venture, trust or other
\nenterprise, or (c) who was a director or officer of a corporation which was a
\npredecessor corporation of the Corporation or of another enterprise at the
\nrequest of such predecessor corporation.<\/p>\n<\/p>\n\n\n\n
<\/td>\n10.2<\/em><\/strong><\/td>\n\n

Indemnification of Others <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Corporation shall have the power, to the extent and in
\nthe manner permitted by the Code, to indemnify each of its employees and agents
\n(other than directors and officers) against expenses (as defined in
\nSection 317(a) of the Code), judgments, fines, settlements, and other amounts
\nactually and reasonably incurred in connection with any proceeding (as defined
\nin Section 317(a) of the Code), arising by reason of the fact that such person
\nis or was an agent of the Corporation. For purposes of this Article X<\/u>, an
\n“employee” or “agent” of the Corporation (other than a director or officer)
\nincludes any person (a) who is or was an employee or agent of the Corporation,
\n(b) who is or was serving at the request of the Corporation as an employee or
\nagent of another corporation, partnership, joint venture, trust or other
\nenterprise, or (c) who was an employee or agent of a corporation which was a
\npredecessor corporation of the corporation or of another enterprise at the
\nrequest of such predecessor corporation.<\/p>\n<\/p>\n\n\n\n
<\/td>\n10.3<\/em><\/strong><\/td>\n\n

Payment of Expenses in Advance <\/em><\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Expenses incurred in defending any proceeding for which
\nindemnification is required pursuant to Section 10.1<\/u> of these Bylaws or
\nfor which indemnification is permitted pursuant to Section 10.2<\/u> of these
\nBylaws following authorization thereof by the Board of Directors, may be
\nadvanced by the Corporation prior to the final disposition of the proceeding
\nupon receipt of an undertaking by or on behalf of the indemnified party to repay
\nthat amount if it shall be determined ultimately that the indemnified person is
\nnot entitled to be indemnified as authorized by this Article X.<\/p>\n<\/p>\n\n\n\n
<\/td>\n10.4<\/em><\/strong><\/td>\n\n

Indemnification not Exclusive <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The indemnification provided by this Article X for acts,
\nomissions or transactions while acting in the capacity of, or while serving as,
\na director or officer of the Corporation but not involving a breach of duty to
\nthe Corporation and its shareholders<\/p>\n<\/p>\n

\n

shall not be deemed exclusive of any other rights to those
\nseeking indemnification may be entitled under any bylaw, agreement, vote of
\nshareholders or disinterested directors, or otherwise, to the extent the
\nadditional rights to indemnification are authorized in the Articles of
\nIncorporation.<\/p>\n<\/p>\n\n\n\n
<\/td>\n10.5<\/em><\/strong><\/td>\n\n

Insurance Indemnification <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Corporation shall have the power to purchase and maintain
\ninsurance on behalf of any agent of the Corporation against any liability
\nasserted against or incurred by the agent in that capacity or arising out of
\nthat agent’s status as such whether or not the Corporation would have the power
\nto indemnify the agent against that liability under the provisions of this
\nArticle X.<\/p>\n<\/p>\n\n\n\n
<\/td>\n10.6<\/em><\/strong><\/td>\n\n

Conflicts <\/em><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No indemnification or advance shall be made under this
\nArticle X, except where the court in which the proceeding is or was pending upon
\napplication made by the Corporation or the agent or the attorney or other person
\nrendering services in connection with the defense, whether or not the
\napplication by the agent, attorney or other person is opposed by the
\nCorporation:<\/p>\n

(a) that it would be inconsistent with a provision of
\nthe Articles of Incorporation, these Bylaws, a resolution of the shareholders or
\nan agreement in effect at the time of the accrual of the alleged cause of the
\naction asserted in the proceeding in which the expenses were incurred or other
\namounts were paid, which prohibits or otherwise limits indemnification; or<\/p>\n

(b) that it would be inconsistent with any condition
\nexpressly imposed by a court in approving a settlement.<\/p>\n<\/p>\n

\n

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

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

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

APPLE INC. <\/strong><\/p>\n

The undersigned hereby certifies that he is the duly elected,
\nqualified and acting Senior Vice President, General Counsel and Secretary of
\nApple Inc., a California corporation (the “Corporation<\/u>“), and that the
\nforegoing amended and restated bylaws were adopted as the Corporation’s bylaws
\nas of April 20, 2011 by the Corporation’s Board of Directors.<\/p>\n

The undersigned has executed this Certificate as of April 20,
\n2011.<\/p>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

\/s\/ D. Bruce Sewell <\/u><\/p>\n<\/td>\n<\/tr>\n

\n

D. Bruce Sewell<\/p>\n<\/td>\n<\/tr>\n

\n

Senior Vice President, General Counsel and<\/p>\n

Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6722],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9573,9574],"class_list":["post-41403","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-apple-computer-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41403","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=41403"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41403"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41403"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41403"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}