{"id":41471,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-quotesmith-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-quotesmith-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-quotesmith-com-inc.html","title":{"rendered":"By-Laws &#8211; Quotesmith.com Inc."},"content":{"rendered":"<pre>\n                              AMENDED AND RESTATED\n\n                                    BY-LAWS\n\n                                       OF\n\n                             QUOTESMITH.COM, INC.,\n                             A DELAWARE CORPORATION\n\n\n\n\n\n\n\n\n\n                                   ARTICLE I\n\n                               CORPORATE OFFICES\n\n         1.1      REGISTERED OFFICE\n\n         The registered office of the corporation shall be fixed in the\nCertificate of Incorporation (the 'Certificate of Incorporation'), of the\ncorporation.\n\n         1.2      OTHER OFFICES\n\n         The board of directors may at any time establish branch or subordinate\noffices at any place or places where the corporation is qualified to do\nbusiness.\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n         2.1      PLACE OF MEETINGS\n\n         Meetings of stockholders shall be held at any place within or outside\nthe State of Delaware designated by the board of directors. In the absence of\nany such designation, stockholders' meetings shall be held at the registered\noffice of the corporation.\n\n         2.2      ANNUAL MEETING\n\n                  (a) The annual meeting of stockholders shall be held each\nyear on a date and at a time designated by the board of directors. In the\nabsence of such designation, the annual meeting of stockholders shall be held\non the third Thursday in May of each year at 10:00 a.m. However, if such day\nfalls on a legal holiday, then the annual meeting shall be held at the same\ntime and place on the next succeeding full business day. At the annual meeting,\ndirectors shall be elected, and any other proper business may be transacted.\n\n                  (b) At an annual meeting of the stockholders, only such\nbusiness shall be conducted as shall have been properly brought before the\nmeeting. To be properly brought before an annual meeting, business must be: (i)\nspecified in the notice of meeting (or any supplement thereto) given by or at\nthe direction of the board of directors, (ii) otherwise properly brought before\nthe meeting by or at the direction of the board of directors, or (iii) otherwise\nproperly brought before the meeting by a stockholder. For business to be\nproperly brought before an annual meeting by a stockholder, the stockholder\nmust have given timely notice thereof in writing to the secretary of the\ncorporation. To be timely, a stockholder's notice must be delivered to or\nmailed and received at the principal executive offices of the corporation not\nless than 120 calendar days in advance of the date specified in the\ncorporation's proxy statement released to stockholders in connection with the\nprevious year's annual meeting of stockholders; provided, however, that in the\nevent that no annual meeting was held in the previous year or the date of the\nannual meeting has been changed by more than 30 days from the date contemplated\nat \n\n\n\n\n\nthe time of the previous year's proxy statement, notice by the stockholder\nto be timely must be so received a reasonable time before the solicitation is\nmade. A stockholder's notice to the secretary shall set forth as to each matter\nthe stockholder proposes to bring before the annual meeting: (i) a brief\ndescription of the business desired to be brought before the annual meeting and\nthe reasons for conducting such business at the annual meeting, (ii) the name\nand address, as they appear on the corporation's books, of the stockholder\nproposing such business, (iii) the class and number of shares of the\ncorporation which are beneficially owned by the stockholder, (iv) any material\ninterest of the stockholder in such business and (v) any other information that\nis required to be provided by the stockholder pursuant to Regulation 14A under\nthe Securities Exchange Act of 1934, as amended (the '1934 Act'), in his or her\ncapacity as a proponent of a stockholder proposal. Notwithstanding the\nforegoing, in order to include information with respect to a stockholder\nproposal in the proxy statement and form of proxy for a stockholder's meeting,\na stockholder must provide notice as required by the regulations promulgated\nunder the 1934 Act. Notwithstanding anything in these By-Laws to the contrary,\nno business shall be conducted at any annual meeting except in accordance with\nthe procedures set forth in this paragraph (b). The chairman of the annual\nmeeting shall, if the facts warrant, determine and declare at the meeting that\nbusiness was not properly brought before the meeting and in accordance with the\nprovisions of this paragraph (b), and, if he or she should so determine, he or\nshe shall so declare at the meeting that any such business not properly brought\nbefore the meeting shall not be transacted.\n\n                  (c) Only persons who are nominated in accordance with the\nprocedures set forth in this paragraph (c) shall be eligible for election as\ndirectors. Nominations of persons for election to the board of directors of the\ncorporation may be made at a meeting of stockholders by or at the direction of\nthe board of directors or by any stockholder of the corporation entitled to\nvote in the election of directors at the meeting who complies with the notice\nprocedures set forth in this paragraph (c). Such nominations, other than those\nmade by or at the direction of the board of directors, shall be made pursuant\nto timely notice in writing to the secretary of the corporation in accordance\nwith the provisions of paragraph (b) of this Section 2.2. Such stockholder's\nnotice shall set forth (i) as to each person, if any, whom the stockholder\nproposes to nominate for election or re-election as a director: (A) the name,\nage, business address and residential address of such person, (B) the principal\noccupation or employment of such person, (C) the class and number of shares of\nthe corporation which are beneficially owned by such person, (D) a description\nof all arrangements or understandings between the stockholder and each nominee\nand any other person or persons (naming such person or persons) pursuant to\nwhich the nominations are being made by the stockholder, and (E) any other\ninformation relating to such person that is required to be disclosed in\nsolicitations of proxies for elections of directors, or is otherwise required,\nin each case pursuant to Regulation 14A under the 1934 Act (including without\nlimitation such person's written consent to being named in the proxy statement,\nif any, as a nominee and to serving as a director if elected); and (ii) as to\nsuch stockholder giving notice, the information required to be provided\npursuant to paragraph (b) of this Section 2.2. At the request of the board of\ndirectors, any person nominated by a stockholder for election as a director\nshall furnish to the secretary of the corporation that information required to\nbe set forth in the stockholder's notice of nomination that pertains to the\nnominee. No person shall be eligible for election as a director of the\ncorporation unless nominated in accordance with the procedures set forth in\nthis paragraph (c). The chairman of the meeting shall, if the facts warrant,\ndetermine and \n\n\n\n                                       2\n\n\ndeclare at the meeting that a nomination was not made in accordance with the\nprocedures prescribed by these By-Laws, and if he or she should so determine,\nhe or she shall so declare at the meeting, and the defective nomination shall\nbe disregarded.\n\n         2.3      SPECIAL MEETING\n\n         A special meeting of the stockholders may be called at any time by the\nboard of directors pursuant to a resolution duly adopted by the Board of\nDirectors or the chief executive officer, and such special meetings may not be\ncalled by any other person or persons.\n\n         If a special meeting is called by the chief executive officer, the\nrequest shall be in writing, specifying the time of such meeting and the\ngeneral nature of the business proposed to be transacted, and shall be\ndelivered personally or sent by registered mail or by telegraphic or other\nfacsimile transmission to the chairman of the board of directors and the\nsecretary of the corporation. No business may be transacted at such special\nmeeting otherwise than specified in such notice. The secretary shall cause\nnotice to be promptly given to the stockholders entitled to vote, in accordance\nwith the provisions of Sections 2.5 and 2.6, that a meeting will be held at the\ntime requested by the person or persons who called the meeting, not less than\n10 nor more than 60 days after the receipt of the request. If the notice is not\ngiven within 20 days after the receipt of the request, the chief executive\nofficer may give the notice. Nothing contained in this paragraph of this\nSection 2.3 shall be construed as limiting, fixing, or affecting the time when\na meeting of stockholders may be held when called by action of the board of\ndirectors.\n\n         2.4      ORGANIZATION\n\n         Meetings of stockholders shall be presided over by the chairman of the\nboard, if any, or in his or her absence by the vice chairman of the board, if\nany, or in his or her absence by the chief executive officer, if any, or in his\nor her absence by the president, if any, or in his or her absence a vice\npresident, or in the absence of the foregoing persons by a chairman designated\nby the board of directors, or in the absence of such designation by a chairman\nchosen at the meeting. The secretary shall act as secretary of the meeting, but\nin his or her absence the chairman of the meeting may appoint any person to act\nas secretary of the meeting.\n\n         2.5      NOTICE OF STOCKHOLDERS' MEETINGS\n\n         Except as set forth in Section 2.3, all notices of meetings of\nstockholders shall be sent or otherwise given in accordance with Section 2.6 of\nthese By-Laws not less than 10 nor more than 60 days before the date of the\nmeeting. The notice shall specify the place, date, and hour of the meeting and\n(i) in the case of a special meeting, the general nature of the business to be\ntransacted (no business other than that specified in the notice may be\ntransacted) or (ii) in the case of the annual meeting, those matters which the\nboard of directors, at the time of giving the notice, intends to present for\naction by the stockholders (but any proper matter may be presented at the\nmeeting for such action). The notice of any meeting at which directors are to\nbe elected shall include the name of any nominee or nominees who, at the time\nof the notice, the board intends to present for election.\n\n\n\n                                       3\n\n\n         2.6      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE\n\n         Written notice of any meeting of stockholders shall be given either\npersonally or by first-class mail or by telegraphic or other written\ncommunication. Notices not personally delivered shall be sent charges prepaid\nand shall be addressed to the stockholder at the address of that stockholder\nappearing on the books of the corporation or given by the stockholder to the\ncorporation for the purpose of notice. If no such address appears on the\ncorporation's books or is given, notice shall be deemed to have been given if\nsent to that stockholder by mail or telegraphic or other written communication\nto the corporation's principal executive office, or if published at least once\nin a newspaper of general circulation in the county where that office is\nlocated. Notice shall be deemed to have been given at the time when delivered\npersonally or deposited in the mail or sent by telegram or other means of\nwritten communication.\n\n         An affidavit of the mailing or other means of giving any notice of any\nstockholders' meeting, executed by the secretary, assistant secretary or any\ntransfer agent of the corporation giving the notice, shall be prima facie\nevidence of the giving of such notice.\n\n         2.7      QUORUM\n\n         The presence in person or by proxy of the holders of a majority of the\nvoting power of the shares entitled to vote thereat constitutes a quorum for\nthe transaction of business at all meetings of stockholders; provided, however,\nthat in the case of any vote to be taken by classes, the holders of a majority\nof the votes entitled to be cast by the stockholders of a particular class\nshall constitute a quorum for the transaction of business by such class. The\nstockholders present at a duly called or held meeting at which a quorum is\npresent may continue to do business until adjournment, notwithstanding the\nwithdrawal of enough stockholders to leave less than a quorum, if any action\ntaken (other than adjournment) is approved by at least a majority of the voting\npower of the shares required to constitute a quorum.\n\n         2.8      ADJOURNED MEETING; NOTICE\n\n         Any stockholders' meeting, annual or special, whether or not a quorum\nis present, may be adjourned from time to time by the vote of the majority of\nthe voting power of the shares represented at that meeting, either in person or\nby proxy. In the absence of a quorum, no other business may be transacted at\nthat meeting except as provided in Section 2.7 of these By-Laws.\n\n         When any meeting of stockholders, either annual or special, is\nadjourned to another time or place, notice need not be given of the adjourned\nmeeting if the time and place are announced at the meeting at which the\nadjournment is taken. However, if a new record date for the adjourned meeting\nis fixed or if the adjournment is for more than 30 days from the date set forth\nthe original meeting, then notice of the adjourned meeting shall be given.\nNotice of any such adjourned meeting shall be given to each stockholder of\nrecord entitled to vote at the adjourned meeting in accordance with the\nprovisions of Sections 2.5 and 2.6 of these By-Laws. At any adjourned meeting\nthe corporation may transact any business which might have been transacted at\nthe original meeting.\n\n\n\n                                       4\n\n\n         2.9      VOTING\n\n         Voting at any meeting of stockholders need not be by ballot, unless\notherwise provided in the Certificate of Incorporation.\n\n         The stockholders entitled to vote at any meeting of stockholders shall\nbe determined in accordance with the provisions of Section 2.12 of these\nBy-Laws, subject to the provisions of Sections 217 and 218 of the General\nCorporation Law of Delaware (relating to voting rights of fiduciaries, pledgors\nand joint owners, and to voting trusts and other voting agreements).\n\n         Each stockholder shall be entitled to that number of votes for each\nshare held as is set forth in the Certificate of Incorporation or in the\nresolution or resolutions adopted by the board of directors providing for the\nissuance of such stock, except as may otherwise be required by law.\n\n         Any stockholder entitled to vote on any matter may vote part of the\nshares in favor of the proposal and refrain from voting the remaining shares\nor, except when the matter is the election of directors, may vote them against\nthe proposal; but if the stockholder fails to specify the number of shares\nwhich the stockholder is voting affirmatively, it will be conclusively presumed\nthat the stockholder's approving vote is with respect to all shares which the\nstockholder is entitled to vote.\n\n         If a quorum is present, the affirmative vote of at least a majority of\nthe voting power of the shares represented, in person or by proxy, and voting\nat a duly held meeting and authorized to vote on the subject matter shall be\nthe act of the stockholders, unless the vote of a greater number or a vote by\nclasses is required by law or by the Certificate of Incorporation.\n\n         2.10     VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT\n\n         The transactions at any meeting of stockholders, either annual or\nspecial, however called and noticed, and wherever held, shall be as valid as\nthough they had been taken at a meeting duly held after regular call and\nnotice, if a quorum be present either in person or by proxy, and if, either\nbefore or after the meeting, each person entitled to vote, who was not present\nin person or by proxy, signs a written waiver of notice or a consent to the\nholding of the meeting or an approval of the minutes thereof. The waiver of\nnotice or consent or approval need not specify either the business to be\ntransacted or the purpose of any annual or special meeting of stockholders. All\nsuch waivers, consents, and approvals shall be filed with the corporate records\nor made a part of the minutes of the meeting.\n\n         Attendance by a person at a meeting shall also constitute a waiver of\nnotice of and presence at that meeting, except when the person objects at the\nbeginning of the meeting to the transaction of any business because the meeting\nis not lawfully called or convened. Attendance at a meeting is not a waiver of\nany right to object to the consideration of matters required by law to be\nincluded in the notice of the meeting but not so included, if that objection is\nexpressly made at the meeting.\n\n         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING\n\n\n\n                                       5\n\n\n         For purposes of determining the stockholders entitled to notice of any\nmeeting or to vote thereat or entitled to give consent to corporate action\nwithout a meeting, the board of directors may fix, in advance, a record date,\nwhich shall not be more than 60 days nor less than 10 days before the date of\nany such meeting nor more than 60 days before any such action without a\nmeeting, and in such event only stockholders of record on the date so fixed are\nentitled to notice and to vote or to give consents, as the case may be,\nnotwithstanding any transfer of any shares on the books of the corporation\nafter the record date.\n\n         If the board of directors does not so fix a record date, the record\nfor determining stockholders entitled to notice of or to vote at a meeting of\nstockholders shall be at the close of business on the business day preceding\nthe day on which notice is given, or, if notice is waived, at the close of\nbusiness on the business day preceding the day on which the meeting is held.\nThe record date for any other purpose shall be as provided in Article VIII of\nthese By-Laws.\n\n\n\n         2.12     PROXIES\n\n         Every person entitled to vote for directors, or on any other matter,\nshall have the right to do so either in person or by one or more agents\nauthorized by a written proxy signed by the person and filed with the Secretary\nof the corporation, but no such proxy shall be voted or acted upon after three\n(3) years from its date, unless the proxy provides for a longer period. A proxy\nshall be deemed signed if the stockholder's name is placed on the proxy\n(whether by manual signature, typewriting, telegraphic transmission or\notherwise) by the stockholder or the stockholder's attorney-in-fact. A duly\nexecuted proxy shall be irrevocable if it states that it is irrevocable and if,\nand only as long as, it is coupled with an interest sufficient in law to\nsupport an irrevocable power. A stockholder may revoke any proxy that is not\nirrevocable by attending the meeting and voting in person or by filing an\ninstrument in writing revoking the proxy or another duly executed proxy bearing\na later date with the secretary of the corporation.\n\n         2.13     INSPECTORS OF ELECTION\n\n         Before any meeting of stockholders, the board of directors may appoint\nan inspector or inspectors of election to act at the meeting or its\nadjournment. If no inspector of election is so appointed, then the chairman of\nthe meeting may, and on the request of any stockholder or a stockholder's proxy\nshall, appoint an inspector or inspectors of election to act at the meeting.\nThe number of inspectors shall be either one or three. If inspectors are\nappointed at a meeting pursuant to the request of one or more stockholders or\nproxies, then the holders of a majority of the voting power of shares or their\nproxies present at the meeting shall determine whether one or three inspectors\nare to be appointed. If any person appointed as inspector fails to appear or\nfails or refuses to act, then the chairman of the meeting may, and upon the\nrequest of any stockholder or a stockholder's proxy shall, appoint a person to\nfill that vacancy.\n\n\n\n                                       6\n\n\n         Such inspectors shall:\n\n                  (a) determine the number of shares outstanding and the voting\npower of each, the number of shares represented at the meeting, the existence\nof a quorum, and the authenticity, validity, and effect of proxies;\n\n                  (b)      receive votes, ballots or consents;\n\n                  (c)      hear and determine all challenges and questions in \nany way arising in connection with the right to vote;\n\n                  (d)      count and tabulate all votes or consents;\n\n                  (e)      determine when the polls shall close;\n\n                  (f)      determine the result; and\n\n                  (g)      do any other acts that may be proper to conduct the\nelection or vote with fairness to all stockholders.\n\n                                  ARTICLE III\n\n                                   DIRECTORS\n\n         3.1      POWERS\n\n         Subject to the provisions of the General Corporation Law of Delaware\nand to any limitations in the Certificate of Incorporation or these By-Laws\nrelating to action required to be approved by the stockholders or by the\noutstanding shares, the business and affairs of the corporation shall be\nmanaged and all corporate powers shall be exercised by or under the direction\nof the board of directors.\n\n         3.2      NUMBER AND TERM OF OFFICE\n\n         The authorized number and term of directors shall be as set forth in\nthe Certificate of Incorporation.\n\n         No reduction of the authorized number of directors shall have the\neffect of removing any director before that director's term of office expires.\nIf for any cause, the directors shall not have been elected at an annual\nmeeting, they may be elected as soon thereafter as convenient at a special\nmeeting of the stockholders called for that purpose in the manner provided in\nthese By-Laws.\n\n         3.3      RESIGNATION AND VACANCIES\n\n         Any director may resign effective on giving written notice to the\nchairman of the board, the chief executive officer, the secretary or the board\nof directors, unless the notice specifies a \n\n\n\n                                       7\n\n\nlater time for that resignation to become effective. If the resignation of a\ndirector is effective at a future time, the board of directors may elect a\nsuccessor to take office when the resignation becomes effective.\n\n         Unless otherwise provided in the Certificate of Incorporation or these\nBy-Laws, vacancies in the board of directors may be filled by a majority of the\nremaining directors, even if less than a quorum, or by a sole remaining\ndirector; however, a vacancy created by the removal of a director by the vote\nof the stockholders or by court order may be filled only by the affirmative\nvote of a majority of the voting power of shares represented and voting at a\nduly held meeting at which a quorum is present (which shares voting\naffirmatively also constitute a majority of the required quorum), or by the\nwritten consent of a majority of the voting power of shares entitled to vote\nthereon. Each director so elected shall hold office until the next annual\nmeeting of the stockholders and until a successor has been elected and\nqualified.\n\n         Unless otherwise provided in the Certificate of Incorporation or these\nBy-Laws:\n\n                  (i) Vacancies and newly created directorships resulting from\nany increase in the authorized number of directors to be elected by all of the\nstockholders entitled to vote, voting as a single class, may be filled by a\nmajority of the directors then in office, although less than a quorum, or by a\nsole remaining director.\n\n                  (ii) Whenever the holders of any class or classes of stock or\nseries thereof are entitled to elect one or more directors by the provisions of\nthe Certificate of Incorporation vacancies and newly created directorships of\nsuch class or classes or series may be filled by a majority of the directors\nelected by such class or classes or series thereof then in office, or by a sole\nremaining director so elected.\n\n         If at any time, by reason of death or resignation or other cause, the\ncorporation should have no directors in office, then any officer or any\nstockholder or an executor, administrator, trustee or guardian of a\nstockholder, or other fiduciary entrusted with like responsibility for the\nperson or estate of a stockholder, may call a special meeting of stockholders\nin the manner prescribed by the provisions of the Certificate of Incorporation\nor these By-Laws, or may apply to the Court of Chancery for a decree summarily\nordering an election as provided in Section 211 of the General Corporation Law\nof Delaware.\n\n         If, at the time of filling any vacancy or any newly created\ndirectorship, the directors then in office constitute less than a majority of\nthe whole board (as constituted immediately prior to any such increase), then\nthe Court of Chancery may, upon application of any stockholder or stockholders\nholding at least 10% of the total number of the then outstanding shares having\nthe right to vote for such directors, summarily order an election to be held to\nfill any such vacancies or newly created directorships, or to replace the\ndirectors chosen by the directors then in office as aforesaid, which election\nshall be governed by the provisions of Section 211 of the General Corporation\nLaw of Delaware so far as applicable.\n\n         3.4      REMOVAL\n\n\n\n                                       8\n\n\n         Subject to any limitations imposed by law, and unless otherwise\nprovided in the Certificate of Incorporation the board of directors, or any\nindividual director, may be removed from office at any time by the affirmative\nvote of the holders of at least a majority of the voting power of the then\noutstanding shares of the capital stock of the corporation entitled to vote at\nan election of directors.\n\n\n\n         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE\n\n         Regular meetings of the board of directors may be held at any place\nwithin or outside the State of Delaware that has been designated from time to\ntime by resolution of the board of directors. In the absence of such a\ndesignation, regular meetings shall be held at the principal executive office\nof the corporation. Special meetings of the board of directors may be held at\nany place within or outside the State of Delaware that has been designated in\nthe notice of the meeting or, if not stated in the notice or if there is no\nnotice, at the principal executive office of the corporation.\n\n         Any meeting, regular or special, may be held by conference telephone\nor similar communication equipment, so long as all directors participating in\nthe meeting can hear one another; and all such directors shall be deemed to be\npresent in person at the meeting.\n\n         3.6      FIRST MEETINGS\n\n         The first meeting of each newly elected board of directors shall be\nheld at such time and place as shall be fixed by the vote of the stockholders\nat the annual meeting, and no notice of such meeting shall be necessary to the\nnewly elected directors in order legally to constitute the meeting so long as a\nquorum is present at the first meeting of such newly elected board of\ndirectors. In the event of the failure of the stockholders to fix the time or\nplace of such first meeting of the newly elected board of directors, or in the\nevent such meeting is not held at the time and place so fixed by the\nstockholders, the meeting may be held at such time and place as shall be\nspecified in a notice given as hereinafter provided for special meetings of the\nboard of directors, or as shall be specified in a written waiver signed by all\nof the directors.\n\n         3.7      REGULAR MEETINGS\n\n         Regular meetings of the board of directors may be held without notice\nif the dates of such meetings are fixed by the board of directors.\n\n         3.8      SPECIAL MEETINGS; NOTICE\n\n         Special meetings of the board of directors for any purpose or purposes\nmay be called at any time by the chairman of the board, or in the absence of\nthe chairman of the board by the chief executive officer or by a majority of\nthe directors then in office.\n\n\n\n                                       9\n\n\n         Notice of the time and place of special meetings shall be delivered\npersonally or by telephone to each director or sent by first-class mail or\ntelegram, charges prepaid, addressed to each director at the director's address\nas it is shown on the records of the corporation. If the notice is mailed, it\nshall be deposited in the United States mail at least seven days before the\ntime of the holding of the meeting. If the notice is delivered personally or by\ntelephone or telegram, it shall be delivered personally or by telephone or to\nthe telegraph company at least 48 hours before the time of the holding of the\nmeeting. Any oral notice given personally or by telephone may be communicated\neither to the director or to a person at the office of the director who the\nperson giving the notice has reason to believe will promptly communicate it to\nthe director. The notice need not specify the purpose of the meeting. In\naddition, if the meeting is to be held at the principal executive office of the\ncorporation, the notice need not specify the place of the meeting.\n\n         3.9      QUORUM\n\n         A majority of the authorized number of directors shall constitute a\nquorum for the transaction of business, except to adjourn as provided in\nSection 3.11 of these By-Laws. Every act or decision done or made by a majority\nof the directors present at a duly held meeting at which a quorum is present\nshall be regarded as the act of the board of directors, subject to the\nprovisions of the Certificate of Incorporation and applicable law.\n\n         A meeting at which a quorum is initially present may continue to\ntransact business notwithstanding the withdrawal of directors, if any action\ntaken is approved by at least a majority of the required quorum for that\nmeeting.\n\n         3.10     WAIVER OF NOTICE\n\n         Notice of a meeting need not be given to any director (i) who signs a\nwaiver of notice or a consent to holding the meeting or an approval of the\nminutes thereof, whether before or after the meeting, or (ii) who attends the\nmeeting without protesting, prior thereto or at its commencement, the lack of\nnotice to such directors. All such waivers, consents, and approvals shall be\nfiled with the corporate records or made part of the minutes of the meeting. A\nwaiver of notice need not specify the purpose of any regular or special meeting\nof the board of directors.\n\n         3.11     ADJOURNMENT\n\n         A majority of the directors present, whether or not constituting a\nquorum, may adjourn any meeting to another time and place.\n\n         3.12     NOTICE OF ADJOURNMENT\n\n         Notice of the time and place of holding an adjourned meeting need not\nbe given if announced at the meeting at which the adjournment is taken, unless\nthe meeting is adjourned for more than 24 hours. If the meeting is adjourned\nfor more than 24 hours, then notice of the time and place of the adjourned\nmeeting shall be given before the adjourned meeting takes place, in the manner\nspecified in Section 3.8 of these By-Laws, to the directors who were not\npresent at the time of the adjournment.\n\n\n\n                                      10\n   12\n\n         3.13     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING\n\n         Any action required or permitted to be taken by the board of directors\nmay be taken without a meeting, provided that all members of the board of\ndirectors individually or collectively consent in writing to that action. Such\naction by written consent shall have the same force and effect as a unanimous\nvote of the board of directors. Such written consent and any counterparts\nthereof shall be filed with the minutes of the proceedings of the board.\n\n         3.14     ORGANIZATION\n\n         Meetings of the board of directors shall be presided over by the\nchairman of the board, if any, or in his or her absence by the vice chairman of\nthe board, if any, or in his or her absence by the chief executive officer, or\nin their absence by a chairman chosen at the meeting. The secretary shall act\nas secretary of the meeting, but in his or her absence the chairman of the\nmeeting may appoint any person to act as secretary of the meeting.\n\n         3.15     FEES AND COMPENSATION OF DIRECTORS\n\n         Directors and members of committees may receive such compensation, if\nany, for their services and such reimbursement of expenses as may be fixed or\ndetermined by resolution of the board of directors. This Section 3.15 shall not\nbe construed to preclude any director from serving the corporation in any other\ncapacity as an officer, agent, employee or otherwise and receiving compensation\nfor those services.\n\n         3.16     APPROVAL OF LOANS TO OFFICERS\n\n         The corporation may lend money to, or guarantee any obligation of, or\notherwise assist any officer or other employee of the corporation or of its\nsubsidiary, including any officer or employee who is a director of the\ncorporation or its subsidiary, whenever, in the judgment of the directors, such\nloan, guaranty or assistance may reasonably be expected to benefit the\ncorporation. The loan, guaranty or other assistance may be with or without\ninterest and may be unsecured, or secured in such manner as the board of\ndirectors shall approve, including, without limitation, a pledge of shares of\nstock of the corporation. Nothing contained in this section shall be deemed to\ndeny, limit or restrict the powers of guaranty or warranty of the corporation\nat common law or under any statute.\n\n\n\n\n                                   ARTICLE IV\n\n                                   COMMITTEES\n\n         4.1      COMMITTEES OF DIRECTORS\n\n\n\n                                      11\n\n\n         The board of directors may, by resolution adopted by a majority of the\nauthorized number of directors, designate one or more committees, each\nconsisting of two or more directors, to serve at the pleasure of the board of\ndirectors. The board of directors may designate one or more directors as\nalternate members of any committee, who may replace any absent member at any\nmeeting of the committee. The appointment of members or alternate members of a\ncommittee requires the vote of a majority of the authorized number of\ndirectors. Any committee, to the extent provided in the resolution of the\nboard, shall have all the authority of the board, but no such committee shall\nhave the power or authority to (i) amend the Certificate of Incorporation\n(except that a committee may, to the extent authorized in the resolution or\nresolutions providing for the issuance of shares of stock adopted by the board\nof directors as provided in Section 151(a) of the General Corporation Law of\nDelaware, fix any of the preferences or rights of such shares relating to\ndividends, redemption, dissolution, any distribution of assets of the\ncorporation or the conversion into, or the exchange of such shares for, shares\nof any other class or classes or any other series of the same or any other\nclass or classes of stock of the corporation), (ii) adopt an agreement of\nmerger or consolidation under Sections 251, 252, 255, 256, 257, 258, 263 or 264\nof the General Corporation Law of Delaware, (iii) recommend to the stockholders\nthe sale, lease or exchange of all or substantially all of the corporation's\nproperty and assets, (iv) recommend to the stockholders a dissolution of the\ncorporation or a revocation of a dissolution, or (v) amend the By-Laws of the\ncorporation; and, unless the board resolution establishing the committee, the\nBy-Laws or the Certificate of Incorporation expressly so provide, no such\ncommittee shall have the power or authority to declare a dividend, to authorize\nthe issuance of stock, or to adopt a certificate of ownership and merger\npursuant to Section 253 of the General Corporation Law of Delaware.\n\n         4.2      MEETINGS AND ACTION OF COMMITTEES\n\n         Meetings and actions of committees shall be governed by, and held and\ntaken in accordance with, the provisions of Article III of these By-Laws,\nSection 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7\n(special meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of\nnotice), Section 3.11 (adjournment), Section 3.12 (notice of adjournment), and\nSection 3.13 (action without meeting), with such changes in the context of\nthose By-Laws as are necessary to substitute the committee and its members for\nthe board of directors and its members; provided, however, that the time of\nregular meetings of committees may be determined either by resolution of the\nboard of directors or by resolution of the committee, that special meetings of\ncommittees may also be called by resolution of the board of directors, and that\nnotice of special meetings of committees shall also be given to all alternate\nmembers, who shall have the right to attend all meetings of the committee. The\nboard of directors may adopt rules for the government of any committee not\ninconsistent with the provisions of these By-Laws.\n\n                                   ARTICLE V\n\n                                    OFFICERS\n\n         5.1      OFFICERS\n\n\n\n                                      12\n\n\n         The corporation shall have such officers as determined by the board of\ndirectors, which officers may include a chairman of the board, a chief\nexecutive officer, a president, a secretary, a chief financial officer and a\ntreasurer. The corporation may also have, at the discretion of the board of\ndirectors, one or more vice presidents, one or more assistant secretaries, one\nor more assistant treasurers, and such other officers as may be appointed in\naccordance with the provisions of Section 5.3 of these By-Laws. Any number of\noffices may be held by the same person.\n\n         5.2      ELECTION OF OFFICERS\n\n         The officers of the corporation, except such officers as may be\nappointed in accordance with the provisions of Section 5.3 or Section 5.5 of\nthese By-Laws, shall be chosen by the board of directors, subject to the\nrights, if any, of an officer under any contract of employment.\n\n         5.3      SUBORDINATE OFFICERS\n\n         The board of directors may appoint, or may empower the chief executive\nofficer to appoint, such other officers as the business of the corporation may\nrequire, each of whom shall hold office for such period, have such authority,\nand perform such duties as are provided in these By-Laws or as the board of\ndirectors may from time to time determine.\n\n         5.4      REMOVAL AND RESIGNATION OF OFFICERS\n\n         Subject to the rights, if any, of an officer under any contract of\nemployment, any officer may be removed, either with or without cause, by the\nboard of directors at any regular or special meeting of the board or, except in\ncase of any officer chosen by the board of directors, by any officer upon whom\nsuch power of removal may be conferred by the board of directors.\n\n         Any officer may resign at any time by giving written notice to the\ncorporation. Any resignation shall take effect at the date of the receipt of\nthat notice or at any later time specified in that notice; and, unless\notherwise specified in that notice, the acceptance of the resignation shall not\nbe necessary to make it effective. Any resignation is without prejudice to the\nrights, if any, of the corporation under any contract to which the officer is a\nparty.\n\n         5.5      VACANCIES IN OFFICES\n\n         A vacancy in any office because of death, resignation, removal,\ndisqualification or any other cause shall be filled in the manner prescribed in\nthese By-Laws for regular appointments to that office.\n\n         5.6      CHAIRMAN OF THE BOARD\n\n         The chairman of the board, if such an officer be elected, shall serve\nas the corporation's general manager, and shall have general supervision,\ndirection and control of the corporation's business and its officers, and, if\npresent, preside at meetings of the stockholders and the board of directors and\nexercise and perform such other powers and duties as may from time to time be\n\n\n\n                                      13\n\n\nassigned to him or her by the board of directors or as may be prescribed by\nthese By-Laws. If there is no chief executive officer, then the chairman of the\nboard shall also be the chief executive officer of the corporation and shall\nhave the powers and duties prescribed in Section 5.7 of these By-Laws. The\nchairman of the board shall report to the board of directors.\n\n         5.7      CHIEF EXECUTIVE OFFICER\n\n         Subject to such supervisory powers, if any, as may be given by the\nboard of directors to the chairman of the board, if there be such an officer,\nthe chief executive officer of the corporation shall, subject to the control of\nthe board of directors, have general supervision, direction, and control of the\nbusiness and the officers of the corporation. He or she shall preside at all\nmeetings of the stockholders and, in the absence or nonexistence of a chairman\nof the board, at all meetings of the board of directors. He shall have the\ngeneral powers and duties of management usually vested in the chief executive\nofficer of a corporation, and shall have such other powers and duties as may be\nprescribed by the board of directors or these By-Laws.\n\n         5.8      PRESIDENT\n\n         The president may assume and perform the duties of the chief executive\nofficer in the absence or disability of the chief executive officer or whenever\nthe office of the chief executive officer is vacant. The president of the\ncorporation shall exercise and perform such powers and duties as may from time\nto time be assigned to him or her by the board of directors or as may be\nprescribed by these By-Laws. In the absence or nonexistence of the chairman of\nthe board and chief executive officer, he or she shall preside at all meetings\nof the stockholders and at all meetings of the board of directors and shall\nperform such other duties as the board of directors may from time to time\ndetermine.\n\n         5.9      VICE PRESIDENTS\n\n         In the absence or disability of the president, the vice presidents, if\nany, in order of their rank as fixed by the board of directors or, if not\nranked, a vice president designated by the board of directors, shall perform\nall the duties of the president and when so acting shall have all the powers\nof, and be subject to all the restrictions upon, the president. The vice\npresidents shall have such other powers and perform such other duties as from\ntime to time may be prescribed for them respectively by the board of directors,\nthese By-Laws, the chairman of the board or the chief executive officer.\n\n         5.10     SECRETARY\n\n         The secretary shall keep or cause to be kept, at the principal\nexecutive office of the corporation or such other place as the board of\ndirectors may direct, a book of minutes of all meetings and actions of\ndirectors, committees of directors and stockholders. The minutes shall show the\ntime and place of each meeting, whether regular or special (and, if special,\nhow authorized and the notice given), the names of those present at directors'\nmeetings or committee meetings, the number of shares present or represented at\nstockholders' meetings, and the proceedings thereof.\n\n\n\n                                      14\n\n\n         The secretary shall keep, or cause to be kept, at the principal\nexecutive office of the corporation or at the office of the corporation's\ntransfer agent or registrar, as determined by resolution of the board of\ndirectors, a share register, or a duplicate share register, showing the names\nof all stockholders and their addresses, the number and classes of shares held\nby each, the number and date of certificates evidencing such shares, and the\nnumber and date of cancellation of every certificate surrendered for\ncancellation.\n\n         The secretary shall give, or cause to be given, notice of all meetings\nof the stockholders and of the board of directors required to be given by law\nor by these By-Laws. He or she shall keep the seal of the corporation, if one\nbe adopted, in safe custody and shall have such other powers and perform such\nother duties as may be prescribed by the board of directors or by these\nBy-Laws.\n\n         5.11     CHIEF FINANCIAL OFFICER\n\n         The chief financial officer shall keep and maintain, or cause to be\nkept and maintained, adequate and correct books and records of accounts of the\nproperties and business transactions of the corporation, including accounts of\nits assets, liabilities, receipts, disbursements, gains, losses, capital,\nretained earnings and shares. The books of account shall at all reasonable\ntimes be open to inspection by any director.\n\n         The chief financial officer shall deposit all money and other\nvaluables in the name and to the credit of the corporation with such\ndepositaries as may be designated by the board of directors. He or she shall\ndisburse the funds of the corporation as may be ordered by the board of\ndirectors, shall render to the chief executive officer and directors, whenever\nthey request it, an account of all of his or her transactions as chief\nfinancial officer and of the financial condition of the corporation, and shall\nhave such other powers and perform such other duties as may be prescribed by\nthe board of directors or these By-Laws.\n\n                                   ARTICLE VI\n\n                         INDEMNIFICATION OF DIRECTORS,\n                      OFFICERS, EMPLOYEES AND OTHER AGENTS\n\n         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS\n\n         The corporation shall, to the maximum extent and in the manner\npermitted by the General Corporation Law of Delaware, indemnify each of its\ndirectors and officers against expenses (including attorneys' fees), judgments,\nfines, settlements and other amounts actually and reasonably incurred in\nconnection with any action, suit or proceeding, whether civil, criminal,\nadministrative or investigative, arising by reason of the fact that such person\nis or was a director, office, employee or agent of the corporation; provided,\nhowever, that the corporation shall not be required to indemnify or advance\nexpenses to any director or officer in connection with any proceeding brought\nor claim made by such person, unless such indemnification or advancement of\nexpenses is expressly required to be made by law or by contract or the\nproceeding or claim \n\n\n\n                                      15\n\n\nwas authorized in advance by the board of directors of the corporation. The\ncorporation may modify by contract the extent of the rights provided by this\nSection 6.1 and the rights to advancement provided by Section 6.3, provided\nthat any modification that has the effect of diminishing or restricting such\nrights shall be prospective in effect and shall not affect such rights with\nrespect to conduct occurring prior to the date of the contract. For purposes of\nthis Section 6.1, a 'director' or 'officer' of the corporation includes any\nperson (i) who is or was a director or officer of the corporation, (ii) who is\nor was serving at the request of the corporation as a director or officer of\nanother corporation, partnership, joint venture, trust or other enterprise, or\n(iii) who was a director or officer of a corporation which was a predecessor\ncorporation of the corporation or of another enterprise at the request of such\npredecessor corporation.\n\n         6.2      INDEMNIFICATION OF OTHERS\n\n         The corporation shall have the power to indemnify each of its\nemployees and agents (other than directors and officers) to the maximum extent\nand in the manner permitted by the General Corporation Law of Delaware against\nexpenses (including attorneys' fees), judgments, fines, settlements and other\namounts actually and reasonably incurred in connection with any proceeding\narising by reason of the fact that such person is or was an agent of the\ncorporation. For purposes of this Section 6.2, an 'employee' or 'agent' of the\ncorporation (other than a director or officer) includes any person (i) who is\nor was an employee or agent of the corporation, (ii) who is or was serving at\nthe request of the corporation as an employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise, or (iii) who was an\nemployee or agent of a corporation which was a predecessor corporation of the\ncorporation or of another enterprise at the request of such predecessor\ncorporation.\n\n         6.3  INSURANCE\n\n         The corporation may purchase and maintain insurance on behalf of any\nperson who is or was a director, officer, employee or agent of the corporation,\nor is or was serving at the request of the corporation as a director, officer,\nemployee or agent of another corporation, partnership, joint venture, trust or\nother enterprise, against any liability asserted against or incurred by him or\nher in any capacity, or arising out of his or her status as such, whether or\nnot the corporation would have power to indemnify him or her against such\nliability under the provisions of the General Corporation Law of Delaware. The\ncorporation may establish alternative arrangements for purposes of funding\nindemnification, including, without limitation, trusts, letters of credit,\ncaptive insurance entities and reciprocal risk retention group arrangements.\n\n         6.4  ADVANCEMENT OF EXPENSES\n\n         The corporation shall advance to any person who was or is a party or\nwitness or is threatened to be made a party or witness to any threatened,\npending or completed action, suit or proceeding, whether civil, criminal\nadministrative or investigative by reason of the fact that he or she is or was\na director or officer, as defined in this Article VI, all expenses incurred by\nthe person in connection with such proceeding. All expenses incurred by such\nperson in connection with such proceeding shall be paid promptly upon request\ntherefore, but in any event prior to the ultimate disposition of the\nproceeding, provided that an undertaking has been furnished by or on behalf of\nthe person requesting advancement to repay said amounts if it should be\ndetermined ultimately that he or she is not entitled to be indemnified under\nthis Article VI or otherwise.\n\n\n\n                                      16\n\n\n         Notwithstanding the foregoing, no advance shall be made by the\ncorporation to an officer of the corporation (except by reason of the fact that\nsuch officer is or was also a director of the corporation in which event this\nparagraph shall not apply) in any action, suit or proceeding, whether civil,\ncriminal, administrative or investigative, if a determination is reasonably and\npromptly made by the board of directors (i) by a majority vote of the directors\nwho are not parties to the action, suit or proceeding, or (ii) by a committee\nof such directors designated by a majority vote of such directors, even though\nless than a quorum, or (iii) if there are no such directors, or if such\ndirectors so direct, by independent legal counsel in a written opinion, that\nthe facts known to the determining party(ies) at the time such determination is\nmade demonstrate clearly and convincingly that such person acted in bad faith\nor in a manner that such person did not believe either to be in or not opposed\nto the best interests of the corporation.\n\n         6.5      NON-EXCLUSIVITY OF RIGHTS\n\n         The rights conferred on any person by this By-Law shall not be\nexclusive of any other rights which such person may have or hereafter acquire\nunder any statute, provision of the Certificate of Incorporation, By-Laws,\nagreement, vote of stockholders or disinterested directors or otherwise, either\nas to action in such person's official capacity or as to action in any other\ncapacity while holding office. The corporation is specifically authorized to\nenter into individual contracts with any or all of its directors, officers,\nemployees and agents respecting indemnification and advances to the fullest\nextent not prohibited by the General Corporation Law of Delaware.\n\n\n         6.6      SURVIVAL OF RIGHTS\n\n         The rights conferred on any person by this By-Law shall continue as to\na person who has ceased to be a director, officer, employee or other agent and\nshall inure to the benefit of the heirs, executors and administrators of such\nperson.\n\n         6.7      AMENDMENTS\n\n         Any repeal or modification of this By-Law shall have prospective\neffect only, and shall not affect the rights of any person under this By-Law as\nin effect at the time of an alleged action or omission to act giving rise to a\nproceeding against such person, if such alleged action or omission occurred\nprior to the repeal or modification of this By-Law.\n\n\n\n                                  ARTICLE VII\n\n                              RECORDS AND REPORTS\n\n         7.1      MAINTENANCE AND INSPECTION OF RECORDS\n\n\n\n                                      17\n\n\n         The corporation shall, either at its principal executive office or at\nsuch place or places as designated by the board of directors, keep (i) a record\nof its stockholders listing their names and addresses and the number and class\nof shares held by each, (ii) a copy of these By-Laws as amended to date, and\n(iii) accounting books and other records.\n\n         Any stockholder of record, in person or by attorney or other agent,\nshall, upon written demand under oath stating the purpose thereof, have the\nright during the usual hours for business to inspect for any proper purpose the\ncorporation's stock ledger, a list of its stockholders and its other books and\nrecords, and to make copies or extracts therefrom. A proper purpose shall mean\na purpose reasonably related to such person's interest as a stockholder. In\nevery instance where an attorney or other agent is the person who seeks the\nright to inspection, a power of attorney or other writing that authorizes the\nattorney or other agent to so act on behalf of the stockholder shall accompany\nthe demand under oath. The demand under oath shall be directed to the\ncorporation at its registered office in Delaware or at its principal place of\nbusiness.\n\n         The officer who has charge of the stock ledger of the corporation\nshall prepare and make, at least ten (10) days before every meeting of\nstockholders, a complete list of the stockholders entitled to vote at the\nmeeting, arranged in alphabetical order and showing the address of each\nstockholder and the number of shares registered in the name of such\nstockholder. Such list shall be open to the examination of any stockholder, for\nany purpose germane to the meeting, during ordinary business hours, for a\nperiod of at least ten (10) days prior to the meeting, either at a place within\nthe city where the meeting is to be held, which place shall be specified in the\nnotice of the meeting, or, if not so specified, at the place where the meeting\nis to be held. The list shall also be produced and kept at the time and place\nof the meeting during the whole time thereof, and may be inspected by any\nstockholder who is present.\n\n         7.2      REPRESENTATION OF SHARES OF OTHER CORPORATIONS\n\n         The chairman of the board, the chief executive officer, the president,\nany vice president, the chief financial officer, the secretary or assistant\nsecretary of this corporation, or any other person authorized by the board of\ndirectors or the chief executive officer or the president or a vice president,\nis authorized to vote, represent, and exercise on behalf of this corporation\nall rights incident to any and all shares of any other corporation or\ncorporations standing in the name of this corporation. The authority herein\ngranted may be exercised either by such person directly or by any other person\nauthorized to do so by proxy or power of attorney duly executed by such person\nhaving the authority.\n\n                                  ARTICLE VII\n\n                                GENERAL MATTERS\n\n         8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING\n\n         For purposes of determining the stockholders entitled to receive\npayment of any dividend or other distribution of allotment of any rights, or\nfor purposes of determining the stockholders \n\n\n\n                                      18\n\n\nentitled to exercise any rights in respect of any other lawful action (other\nthan action by stockholders by written consent without a meeting), the board of\ndirectors may fix, in advance, a record date, which shall not be more than 60\ndays before any such action. In that case, only stockholders of record at the\nclose of business on the date so fixed are entitled to receive the dividend,\ndistribution or allotment of rights, or to exercise such rights, as the case\nmay be, notwithstanding any transfer of any shares on the books of the\ncorporation after the record date so fixed, except as otherwise provided by\nlaw.\n\n         If the board of directors does not fix a record date, then the record\ndate for determining stockholders for any such purpose shall be at the close of\nbusiness on the day on which the board adopts the applicable resolution, or the\n60th day before the date of that action, whichever is later.\n\n         8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS\n\n         From time to time, the board of directors shall determine by\nresolution which person or persons may sign or endorse all checks, drafts,\nother orders for payment of money, notes or other evidences of indebtedness\nthat are issued in the name of or payable to the corporation, and only the\npersons so authorized shall sign or endorse those instruments.\n\n         8.3      CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED\n\n         The officers of the corporation enumerated Section 5.1 of these\nBy-Laws shall have the authority to execute in the name of the corporation\nbonds, contracts, deeds, leases and other written instruments to be executed by\nthe corporation. In addition, the board of directors, except as otherwise\nprovided in these By-Laws, may authorize any other officer or officers, or\nagent or agents, to enter into any contract or execute any instrument in the\nname of and on behalf of the corporation; such authority may be general or\nconfined to specific instances. Unless so authorized or ratified by the board\nof directors or within the agency power of an officer, no officer, agent or\nemployee shall have any power or authority to bind the corporation by any\ncontract or engagement, or to pledge its credit or render it liable for any\npurpose or for any amount.\n\n         8.4      STOCK CERTIFICATES; PARTLY PAID SHARES\n\n         The shares of the corporation shall be represented by certificates,\nprovided that the board of directors of the corporation may provide by\nresolution or resolutions that some or all of any or all classes or series of\nits stock shall be uncertificated shares. Any such resolution shall not apply\nto shares represented by a certificate until such certificate is surrendered to\nthe corporation. Notwithstanding the adoption of such a resolution by the board\nof directors, any holder of uncertificated shares shall, upon request, be\nentitled to have a certificate signed by or in the name of the corporation by\nthe chairman or vice-chairman of the board of directors or the chief executive\nofficer, the president or a vice-president, and by the chief financial officer,\nthe secretary or an assistant secretary of the corporation, representing the\nnumber of shares registered in certificate form. Any or all of the signatures\non the certificate may be a facsimile(s). If any officer, transfer agent or\nregistrar who has signed or whose facsimile signature has been placed upon a\ncertificate has ceased to be such officer, transfer agent or registrar before\nsuch certificate is issued, such certificate may be issued by the corporation\nwith the same effect as if such person were such officer, transfer agent or\nregistrar at the date of issue.\n\n\n\n                                      19\n\n\n         The corporation may issue the whole or any part of its shares as\npartly paid and subject to call for the remainder of the consideration to be\npaid therefor. Upon the face or back of each stock certificate issued to\nrepresent any such partly paid shares, or upon the books and records of the\ncorporation in the case of uncertificated partly paid shares, the total amount\nof the consideration to be paid therefor and the amount paid thereon shall be\nstated. Upon the declaration of any dividend on fully paid shares, the\ncorporation shall declare a dividend upon partly paid shares of the same class,\nbut only upon the basis of the percentage of the consideration actually paid\nthereon.\n\n         8.5      SPECIAL DESIGNATION ON CERTIFICATES\n\n         If the corporation is authorized to issue more than one class of stock\nor more than one series of any class pursuant to the Certificate of\nIncorporation then the powers, designations, preferences, and relative,\nparticipating, optional or other special rights of each class of stock or\nseries thereof and the qualifications, limitations or restrictions of such\npreferences and\/or rights shall be set forth in full or summarized on the face\nor back of the certificate that the corporation shall issue to represent such\nclass or series of stock; provided, however, that, except as otherwise provided\nin Section 202 of the General Corporation Law of Delaware, in lieu of the\nforegoing requirements there may be set forth on the face or back of such\ncertificate a statement that the corporation will furnish without charge to\neach stockholder who so requests the powers, designations, preferences, and\nrelative, participation, optional or other special rights of each class of\nstock or series thereof and the qualifications, limitations or restrictions of\nsuch preferences and\/or rights.\n\n         8.6      LOST CERTIFICATES\n\n         Except as provided in this Section 8.6, no new certificates for shares\nshall be issued to replace previously issued certificates unless the latter are\nsurrendered to the corporation and canceled at the same time. The board of\ndirectors may, if any share certificate or certificate for any other security\nis lost, stolen or destroyed, authorize the issuance of a replacement\ncertificate on such terms and conditions as the board of directors may require;\nthe board of directors may require indemnification of the corporation secured\nby a bond or other adequate security sufficient to protect the corporation\nagainst any claim that may be made against it, including any expense or\nliability, on account of the alleged loss, theft or destruction of the\ncertificate or the issuance of the replacement certificate.\n\n\n         8.7      CONSTRUCTION; DEFINITIONS\n\n         Unless the context requires otherwise, the general provisions, rules\nof construction, and definitions in the General Corporation Law of Delaware\nshall govern the construction of these By-Laws. Without limiting the generality\nof this provision, the singular number includes the plural, the plural number\nincludes the singular, and the term 'person' includes both a corporation and a\nnatural person.\n\n\n\n                                      20\n :  PAGE&gt;   22\n\n                                   ARTICLE IX\n\n                                   AMENDMENTS\n\n         Subject to Section 6.7, hereof the By-Laws of the corporation may be\nadopted, amended or repealed and new By-Laws adopted by the affirmative vote of\nstockholders holding a majority of the voting power of stock entitled to vote,\nor by the board of directors.\n\n                                   ARTICLE X\n\n                                  DISSOLUTION\n\n         If it should be deemed advisable in the judgment of the board of\ndirectors of the corporation that the corporation be dissolved, the board,\nafter the adoption of a resolution to that effect by a majority of the whole\nboard at any meeting called for that purpose, shall cause notice to be mailed\nto each stockholder entitled to vote thereon of the adoption of the resolution\nand of a meeting of stockholders to take action upon the resolution.\n\n         At the meeting a vote shall be taken for and against the proposed\ndissolution. If a majority of the voting power of the outstanding stock of the\ncorporation entitled to vote thereon votes for the proposed dissolution, then a\ncertificate stating that the dissolution has been authorized in accordance with\nthe provisions of Section 275 of the General Corporation Law of Delaware and\nsetting forth the names and residences of the directors and officers shall be\nexecuted, acknowledged, and filed and shall become effective in accordance with\nSection 103 of the General Corporation Law of Delaware. Upon such certificate's\nbecoming effective in accordance with Section 103 of the General Corporation\nLaw of Delaware, the corporation shall be dissolved.\n\n         Whenever all the stockholders entitled to vote on a dissolution\nconsent in writing, either in person or by duly authorized attorney, to a\ndissolution, no meeting of directors or stockholders shall be necessary. The\nconsent shall be filed and shall become effective in accordance with Section\n103 of the General Corporation Law of Delaware. Upon such consent's becoming\neffective in accordance with Section 103 of the General Corporation Law of\nDelaware, the corporation shall be dissolved. If the consent is signed by an\nattorney, then the original power of attorney or a photocopy thereof shall b\nattached to and filed with the consent. The consent filed with the Secretary of\nState shall have attached to it the affidavit of the secretary or some other\nofficer of the corporation stating that the consent has been signed by or on\nbehalf of all the stockholders entitled to vote on a dissolution; in addition,\nthere shall be attached to the consent a certification by the secretary or some\nother officer of the corporation setting forth the names and residences of the\ndirectors and officers of the corporation.\n\n                                   ARTICLE XI\n\n\n\n                                      21\n\n\n                                   CUSTODIAN\n\n         11.1     APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES\n\n         The Court of Chancery, upon application of any stockholder, may\nappoint one or more persons to be custodians and, if the corporation is\ninsolvent, to be receivers, of and for the corporation when:\n\n                  (i) at any meeting held for the election of directors the\nstockholders are so divided that they have failed to elect successors to\ndirectors whose terms have expired or would have expired upon qualification of\ntheir successors; or\n\n                  (ii) the business of the corporation is suffering or is\nthreatened with irreparable injury because the directors are so divided\nrespecting the management of the affairs of the corporation that the required\nvote for action by the board of directors cannot be obtained and the\nstockholders are unable to terminate this division; or\n\n                  (iii) the corporation has abandoned its business and has\nfailed within a reasonable time to take steps to dissolve, liquidate or\ndistribute its assets.\n\n         11.2     DUTIES OF CUSTODIAN\n\n         The custodian shall have all the powers and title of a receiver\nappointed under Section 291 of the General Corporation Law of Delaware, but the\nauthority of the custodian shall be to continue the business of the corporation\nand not to liquidate its affairs and distribute its assets, except when the\nCourt of Chancery otherwise orders and except in cases arising under Sections\n226(a)(3) or 352(a)(2) of the General Corporation Law of Delaware.\n\n\n  \n                                    22\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8629],"corporate_contracts_industries":[9443],"corporate_contracts_types":[9573,9574],"class_list":["post-41471","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-quotesmithcom-inc","corporate_contracts_industries-insurance__agents","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\/41471","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=41471"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41471"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41471"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41471"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}