{"id":41492,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-advent-software-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-advent-software-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-advent-software-inc.html","title":{"rendered":"Bylaws – Advent Software, Inc."},"content":{"rendered":"

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

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

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

ADVENT SOFTWARE, INC.<\/strong><\/p>\n

(a Delaware corporation)<\/strong><\/p>\n

(As of September 14, 2011)<\/strong><\/p>\n

\n

<\/p>\n

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

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

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

ADVENT SOFTWARE, INC.<\/strong><\/p>\n

(a Delaware corporation)<\/p>\n

TABLE OF CONTENTS<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE I CORPORATE OFFICES<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

1.1<\/p>\n<\/td>\n

\n

REGISTERED OFFICE<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

1.2<\/p>\n<\/td>\n

\n

OTHER OFFICES<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE II MEETINGS OF STOCKHOLDERS<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

2.1<\/p>\n<\/td>\n

\n

PLACE OF MEETINGS<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

2.2<\/p>\n<\/td>\n

\n

ANNUAL MEETING<\/p>\n<\/td>\n

\n

2<\/p>\n<\/td>\n<\/tr>\n

\n

2.3<\/p>\n<\/td>\n

\n

SPECIAL MEETING<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

2.4<\/p>\n<\/td>\n

\n

NOTICE OF STOCKHOLDERS’ MEETINGS<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

2.5<\/p>\n<\/td>\n

\n

MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

2.6<\/p>\n<\/td>\n

\n

QUORUM<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

2.7<\/p>\n<\/td>\n

\n

ADJOURNED MEETING; NOTICE<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

2.8<\/p>\n<\/td>\n

\n

VOTING<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

2.9<\/p>\n<\/td>\n

\n

VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

2.10<\/p>\n<\/td>\n

\n

STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

2.11<\/p>\n<\/td>\n

\n

RECORD DATE FOR STOCKHOLDER NOTICE; VOTING<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

2.12<\/p>\n<\/td>\n

\n

PROXIES<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

2.13<\/p>\n<\/td>\n

\n

ORGANIZATION<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

2.14<\/p>\n<\/td>\n

\n

LIST OF STOCKHOLDERS ENTITLED TO VOTE<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

2.15<\/p>\n<\/td>\n

\n

INSPECTORS OF ELECTION<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE III DIRECTORS<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

3.1<\/p>\n<\/td>\n

\n

POWERS<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

3.2<\/p>\n<\/td>\n

\n

NUMBER OF DIRECTORS<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

3.3<\/p>\n<\/td>\n

\n

ELECTION AND TERM OF OFFICE OF DIRECTORS<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

3.4<\/p>\n<\/td>\n

\n

RESIGNATION AND VACANCIES<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

3.5<\/p>\n<\/td>\n

\n

REMOVAL OF DIRECTORS<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n

<\/p>\n

TABLE OF CONTENTS<\/p>\n

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

Page<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3.6<\/p>\n<\/td>\n

\n

PLACE OF MEETINGS; MEETINGS BY TELEPHONE<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

3.7<\/p>\n<\/td>\n

\n

REGULAR MEETINGS<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

3.8<\/p>\n<\/td>\n

\n

SPECIAL MEETINGS; NOTICE<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

3.9<\/p>\n<\/td>\n

\n

QUORUM<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

3.10<\/p>\n<\/td>\n

\n

WAIVER OF NOTICE<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

3.11<\/p>\n<\/td>\n

\n

ADJOURNMENT<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

3.12<\/p>\n<\/td>\n

\n

NOTICE OF ADJOURNMENT<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

3.13<\/p>\n<\/td>\n

\n

BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

3.14<\/p>\n<\/td>\n

\n

FEES AND COMPENSATION OF DIRECTORS<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

3.15<\/p>\n<\/td>\n

\n

APPROVAL OF LOANS TO OFFICERS<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IV COMMITTEES<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

4.1<\/p>\n<\/td>\n

\n

COMMITTEES OF DIRECTORS<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

4.2<\/p>\n<\/td>\n

\n

MEETINGS AND ACTION OF COMMITTEES<\/p>\n<\/td>\n

\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

4.3<\/p>\n<\/td>\n

\n

COMMITTEE MINUTES<\/p>\n<\/td>\n

\n

17<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE V OFFICERS<\/p>\n<\/td>\n

\n

17<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

5.1<\/p>\n<\/td>\n

\n

OFFICERS<\/p>\n<\/td>\n

\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

5.2<\/p>\n<\/td>\n

\n

ELECTION OF OFFICERS<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

5.3<\/p>\n<\/td>\n

\n

TERMS OF OFFICE AND COMPENSATION<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

5.4<\/p>\n<\/td>\n

\n

ADMINISTRATIVE OFFICERS<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

5.5<\/p>\n<\/td>\n

\n

REMOVAL AND RESIGNATION OF OFFICERS<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

5.6<\/p>\n<\/td>\n

\n

VACANCIES IN OFFICES<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

5.7<\/p>\n<\/td>\n

\n

CHAIRMAN OF THE BOARD<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

5.8<\/p>\n<\/td>\n

\n

CHIEF EXECUTIVE OFFICER<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

5.9<\/p>\n<\/td>\n

\n

PRESIDENT<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

5.10<\/p>\n<\/td>\n

\n

VICE PRESIDENTS<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

5.11<\/p>\n<\/td>\n

\n

SECRETARY<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

5.12<\/p>\n<\/td>\n

\n

CHIEF FINANCIAL OFFICER<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

5.13<\/p>\n<\/td>\n

\n

ASSISTANT SECRETARY<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

5.14<\/p>\n<\/td>\n

\n

AUTHORITY AND DUTIES OF OFFICERS<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS\n<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

6.1<\/p>\n<\/td>\n

\n

INDEMNIFICATION OF DIRECTORS AND OFFICERS<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n

<\/p>\n

TABLE OF CONTENTS<\/p>\n

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

Page<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.2<\/p>\n<\/td>\n

\n

INDEMNIFICATION OF OTHERS<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

6.3<\/p>\n<\/td>\n

\n

INSURANCE<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

6.4<\/p>\n<\/td>\n

\n

EXPENSES<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

6.5<\/p>\n<\/td>\n

\n

NON-EXCLUSIVITY OF RIGHTS<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

6.6<\/p>\n<\/td>\n

\n

SURVIVAL OF RIGHTS<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

6.7<\/p>\n<\/td>\n

\n

AMENDMENTS<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VII RECORDS AND REPORTS<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

7.1<\/p>\n<\/td>\n

\n

MAINTENANCE AND INSPECTION OF RECORDS<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

7.2<\/p>\n<\/td>\n

\n

INSPECTION BY DIRECTORS<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

7.3<\/p>\n<\/td>\n

\n

REPRESENTATION OF SHARES OF OTHER CORPORATIONS<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

7.4<\/p>\n<\/td>\n

\n

CERTIFICATION AND INSPECTION OF BYLAWS<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VIII GENERAL MATTERS<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

8.1<\/p>\n<\/td>\n

\n

RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

8.2<\/p>\n<\/td>\n

\n

CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

8.3<\/p>\n<\/td>\n

\n

FISCAL YEAR<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

8.4<\/p>\n<\/td>\n

\n

CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

8.5<\/p>\n<\/td>\n

\n

STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

8.6<\/p>\n<\/td>\n

\n

SPECIAL DESIGNATION ON CERTIFICATES<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

8.7<\/p>\n<\/td>\n

\n

LOST CERTIFICATES<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

8.8<\/p>\n<\/td>\n

\n

TRANSFER AGENTS AND REGISTRARS<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

8.9<\/p>\n<\/td>\n

\n

CONSTRUCTION; DEFINITIONS<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

8.10<\/p>\n<\/td>\n

\n

PROVISIONS ADDITIONAL TO PROVISIONS OF LAW<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

8.11<\/p>\n<\/td>\n

\n

PROVISIONS CONTRARY TO PROVISIONS OF LAW<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

8.12<\/p>\n<\/td>\n

\n

NOTICES<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IX NOTICE BY ELECTRONIC TRANSMISSION<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

9.1<\/p>\n<\/td>\n

\n

NOTICE BY ELECTRONIC TRANSMISSION<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

9.2<\/p>\n<\/td>\n

\n

DEFINITION OF ELECTRONIC TRANSMISSION<\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n

\n

9.3<\/p>\n<\/td>\n

\n

INAPPLICABILITY<\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE X AMENDMENTS<\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n

\n

<\/p>\n

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

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

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

ADVENT SOFTWARE, INC.<\/strong><\/p>\n

(a Delaware corporation)<\/p>\n

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

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

1.1<\/strong> REGISTERED OFFICE<\/em><\/strong><\/p>\n

The registered office of the corporation shall be in the City of Wilmington,
\nCounty of New Castle, State of Delaware. The name of the registered agent of the
\ncorporation at such location is The Corporation Trust Company.<\/p>\n

1.2<\/strong> OTHER OFFICES<\/em><\/strong><\/p>\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.<\/p>\n

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

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

2.1<\/strong> PLACE OF MEETINGS<\/em><\/strong><\/p>\n

Meetings of stockholders shall be held at any place within or outside the
\nState of Delaware as shall be designated from time to time by the Board of
\nDirectors and stated in the notice of the meeting or in a duly executed waiver
\nof notice thereof. The Board of Directors may determine that a meeting shall not
\nbe held at any specific place, but may instead be held solely by means of remote
\ncommunication as authorized in Section 211 of the General Corporation Law of
\nDelaware. In the absence of any such designation, stockholders’ meetings shall
\nbe held at the principal executive office of the corporation.<\/p>\n

\n

<\/p>\n

2.2<\/strong> ANNUAL MEETING<\/em><\/strong><\/p>\n

(a) The annual meeting of stockholders shall be held each year on a date and
\nat a time designated by the Board of Directors and stated in the notice of the
\nmeeting. Each director shall be elected by the vote of the majority of the votes
\ncast with respect to the director at any meeting for the election of directors
\nat which a quorum is present, provided that the directors shall be elected by
\nthe vote of a plurality of the votes cast for the nominees at any meeting for
\nthe election of directors where, as of the date that is one day before the date
\nthat the corporation first files its definitive proxy statement (regardless of
\nwhether or not thereafter revised or supplemented) with the Securities and
\nExchange Commission, the number of nominees exceeds the number of directors to
\nbe elected at the meeting; for purposes of this sentence, a majority of the
\nvotes cast means that the number of shares voted “for” a director must exceed
\nthe number of votes cast “against” that director.<\/p>\n

(b) At an annual meeting of the stockholders, only such business shall be
\nconducted as shall have been properly brought before the meeting. To be properly
\nbrought before an annual meeting, business must be: (A) specified in the notice
\nof meeting (or any supplement thereto) given by or at the direction of the Board
\nof Directors, (B) otherwise properly brought before the meeting by or at the
\ndirection of the Board of Directors, or (C) brought by a stockholder of the
\ncorporation who (1) is a stockholder of record at the time of the giving of the
\nnotice required by this Section 2.2(b) and on the record date for the
\ndetermination of stockholders entitled to vote at the annual meeting and (2) has
\ntimely complied in proper written form with the notice procedures set forth in
\nthis Section 2.2(b). In addition, for business to be properly brought before an
\nannual meeting by a stockholder, such business must be a proper matter for
\nstockholder action pursuant to these bylaws and applicable law. For the
\navoidance of doubt, clause (C) above shall be the exclusive means for a
\nstockholder to bring business before an annual meeting of stockholders.<\/p>\n

(i) To comply with clause (C) of Section 2.2(b) above, a stockholder’s notice
\nmust set forth all information required under this Section 2.2(b) and must be
\ntimely received by the secretary of the corporation. To be timely, a
\nstockholder’s notice must be delivered to or mailed and received by the
\nsecretary of the corporation not less than 45 calendar days nor earlier than 75
\ncalendar days before the one-year anniversary of the date on which the
\ncorporation first mailed its proxy materials or a notice of availability of
\nproxy materials (whichever is earlier) in connection with the previous year’s
\nannual meeting of stockholders; provided, however, that in the event that no
\nannual meeting was held in the previous year or the date of the annual meeting
\nhas been changed by more than thirty (30) days from the date contemplated at the
\ntime of the previous year’s proxy statement, notice by the stockholder to be
\ntimely must be so received not later than the close of business on the later of
\none hundred twenty (120) calendar days in advance of such annual meeting or ten
\n(10) calendar days following the date on which Public Announcement (as defined
\nbelow) of the date of the meeting is first made. In no event shall an
\nadjournment or postponement of an annual meeting commence a new time period for
\nthe giving of a stockholder’s notice as described above. “Public Announcement”
\nshall mean disclosure in a press release reported by the Dow Jones New Service,
\nAssociated Press or a comparable national news service or in a<\/p>\n

2<\/p>\n

\n

<\/p>\n

document publicly filed by the corporation with the Securities and Exchange
\nCommission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
\n1934, as amended, or any successor thereto (the “1934 Act”).<\/p>\n

(ii) To be in proper written form, a stockholder’s notice to the secretary
\nshall set forth as to each matter of business the stockholder proposes to bring
\nbefore the annual meeting: (A) a brief description of the business desired to be
\nbrought before the annual meeting and the reasons for conducting such business
\nat the annual meeting, (B) the name and address, as they appear on the
\ncorporation’s books, of the stockholder proposing such business and any
\nStockholder Associated Person (as defined below), (C) the class and number of
\nshares of the corporation which are beneficially owned by the stockholder or any
\nStockholder Associated Person and a representation that the stockholder is a
\nholder of record of stock of the corporation entitled to vote at such meeting,
\n(D) any derivative positions held or beneficially held by the stockholder or any
\nStockholder Associated Person, (E) whether and the extent to which any hedging
\nor other transaction or series of transactions has been entered into by or on
\nbehalf of such stockholder or any Stockholder Associated Person with respect to
\nany securities of the corporation, and a description of any other agreement,
\narrangement or understanding (including any short position or any borrowing or
\nlending of shares), the effect or intent of which is to mitigate loss to, or to
\nmanage the risk or benefit from share price changes for, or to increase or
\ndecrease the voting power of, such stockholder or any Stockholder Associated
\nPerson with respect to any securities of the corporation, (F) any material
\ninterest of the stockholder or a Stockholder Associated Person in such business,
\n(G) any other information relating to such stockholder or Stockholder Associated
\nPerson that would be required to be disclosed in a proxy statement or other
\nfilings required to be made in connection with the solicitation of proxies for
\nthe proposal pursuant to Section 14 of the Exchange Act, and (H) a statement
\nwhether either such stockholder or any Stockholder Associated Person will
\ndeliver a proxy statement and form of proxy to holders of at least the
\npercentage of the corporation’s voting shares required under applicable law to
\ncarry the proposal (such information provided and statements made as required by
\nclauses (A) through (H) to constitute a “Business Solicitation Statement”). In
\naddition, to be in proper written form, a stockholder’s notice to the secretary
\nmust be supplemented not later than ten days following the record date to
\ndisclose the information contained in clauses (C), (D) and (E) above as of the
\nrecord date. A “Stockholder Associated Person” of any stockholder shall mean (A)
\nany person controlling, directly or indirectly, or acting in concert with, such
\nstockholder, (B) any beneficial owner of shares of stock of the corporation
\nowned of record or beneficially by such stockholder and on whose behalf the
\nproposal or nomination, as the case may be, is being made, or (C) any person
\ncontrolling, controlled by or under common control with such person referred to
\nin the preceding clauses (A) and (B).<\/p>\n

(iii) Without exception, no business shall be conducted at any annual meeting
\nexcept in accordance with the procedures set forth in this paragraph (b). In
\naddition, business proposed to be brought by a stockholder may not be brought
\nbefore the annual meeting if such stockholder or a Stockholder Associated
\nPerson, as applicable, takes action contrary to the representations made in the
\nBusiness Solicitation Statement applicable to such business or if the Business
\nSolicitation Statement applicable to such business contains an untrue statement
\nof a material fact or omits to state a material fact necessary to make the
\nstatements therein not<\/p>\n

3<\/p>\n

\n

<\/p>\n

misleading. The chairman of the annual meeting shall, if the facts warrant,
\ndetermine and declare at the meeting that business was not properly brought
\nbefore the meeting and in accordance with the provisions of this paragraph (b),
\nand, if he or she should so determine, he or she shall so declare at the meeting
\nthat any such business not properly brought before the meeting shall not be
\nconducted.<\/p>\n

(c) Notwithstanding anything in these bylaws to the contrary, only persons
\nwho are nominated in accordance with the procedures set forth in this Section
\n2.2(c) shall be eligible for election as directors. Nominations of persons for
\nelection to the Board of Directors of the corporation may be made at an annual
\nmeeting of stockholders only (A) by or at the direction of the Board of
\nDirectors or (B) by a stockholder of the corporation who (1) was a stockholder
\nof record at the time of the giving of the notice required by this Section
\n2.2(c) and on the record date for the determination of stockholders entitled to
\nvote at the annual meeting and (2) has complied with the notice procedures set
\nforth in this Section 2.2(c). In addition to any other applicable requirements,
\nfor a nomination to be made by a stockholder, the stockholder must have given
\ntimely notice thereof in proper written form to the secretary of the
\ncorporation.<\/p>\n

(i) To comply with clause (B) of Section 2.2(c) above, a nomination to be
\nmade by a stockholder must set forth all information required under this Section
\n2.2(c) and must be received by the secretary of the corporation at the principal
\nexecutive offices of the corporation at the time set forth in, and in accordance
\nwith, the final three sentences of Section 2.2(b)(i) above.<\/p>\n

(ii) To be in proper written form, such stockholder’s notice shall set forth:\n<\/p>\n

1) as to each person (a “nominee”), whom the stockholder proposes to nominate
\nfor election or re:election as a director: (A) the name, age, business address
\nand residence address of such nominee, (B) the principal occupation or
\nemployment of such nominee, (C) the class and number of shares of the
\ncorporation which are beneficially owned by such nominee and any derivative
\npositions held or beneficially held by such nominee, (D) whether and the extent
\nto which any hedging or other transaction or series of transactions has been
\nentered into by or on behalf of such nominee with respect to any securities of
\nthe corporation, and a description of any other agreement, arrangement or
\nunderstanding (including any short position or any borrowing or lending of
\nshares), the effect or intent of which is to mitigate loss to, or to manage the
\nrisk or benefit of share price changes for, or to increase or decrease the
\nvoting power of, such nominee with respect to any securities of the corporation,
\n(E) a description of all arrangements or understandings between the stockholder
\nand each nominee and any other person or persons (naming such person or persons)
\npursuant to which the nominations are to be made by the stockholder, (F) a
\nwritten statement executed by the nominee acknowledging that as a director of
\nthe corporation, the nominee will owe a fiduciary duty under Delaware law with
\nrespect to the corporation and its stockholders, (G) any other information
\nrelating to such nominee that is required to be disclosed in solicitations of
\nproxies for elections of directors, or is otherwise required, in each case
\npursuant to the proxy rules of the 1934 Act (including without limitation such
\nnominee’s written consent to being named in the proxy statement, if any, as a
\nnominee and to serving as a<\/p>\n

4<\/p>\n

\n

<\/p>\n

director if elected), and (H) a written statement from each proposed nominee
\nas to whether such proposed nominee, if elected, intends to tender, promptly
\nfollowing such proposed nominee’s election or re-election, an irrevocable
\nresignation effective upon such proposed nominee’s failure to receive the
\nrequired vote for re-election at any meeting at which such proposed nominee
\nwould face re-election and upon acceptance of such resignation by the Board of
\nDirectors, in accordance with the corporation’s Policy of the Board of Directors
\non Director Elections; and<\/p>\n

2) as to such stockholder giving notice, (A) the information required to be
\nprovided pursuant to paragraph (b) of this Section 2.2 (except that references
\ntherein to proposals of business shall instead refer to nominations of directors
\nfor purposes of this Section 2.2(c)), and (B) a statement whether either such
\nstockholder or Stockholder Associated Person will deliver a proxy statement and
\nform of proxy to holders of a number of the corporation’s voting shares
\nreasonably believed by such stockholder or Stockholder Associated Person to be
\nnecessary to elect such nominee(s) (such information provided and statements
\nmade as required by clauses (A) and (B) above shall constitute a “Nominee
\nSolicitation Statement”).<\/p>\n

3) At the request of the Board of Directors, any person nominated by a
\nstockholder for election as a director shall furnish to the secretary of the
\ncorporation (A) that information required to be set forth in the stockholder’s
\nnotice of nomination which pertains to the nominee as of a date subsequent to
\nthe date on which the notice of such person’s nomination was given, (B) such
\nother information as may reasonably be required by the corporation to determine
\nthe eligibility of such person to serve as a director of the corporation or that
\ncould be material to a reasonable stockholder’s understanding of the
\nindependence, or lack thereof, of such nominee and (C) a written statement from
\nsuch proposed nominee as to whether such proposed nominee, if elected, intends
\nto tender, promptly following such proposed nominee’s election or re-election,
\nan irrevocable resignation effective upon such proposed nominee’s failure to
\nreceive the required vote for re-election at any meeting at which such proposed
\nnominee would face re-election and upon acceptance of such resignation by the
\nBoard of Directors, in accordance with the corporation’s Policy of the Board of
\nDirectors on Director Elections; in the absence of the furnishing of such
\ninformation or statement if requested, such stockholder’s nomination shall not
\nbe considered in proper form pursuant to this Section 2.2.<\/p>\n

4) Without exception, no person shall be eligible for election as a director
\nof the corporation at an annual meeting of stockholders unless nominated in
\naccordance with the procedures set forth in this Section 2.2(c). In addition, a
\nnominee shall not be eligible for election or re-election if a stockholder or
\nStockholder Associated Person, as applicable, takes action contrary to the
\nrepresentations made in the Nominee Solicitation Statement applicable to such
\nnominee or if the Nominee Solicitation Statement applicable to such nominee
\ncontains an untrue statement of a material fact or omits to state a material
\nfact necessary to make the statements therein not misleading. The chairman of
\nthe annual meeting shall, if the facts warrant, determine and declare at the
\nmeeting that a nomination was not made in accordance with the procedures
\nprescribed by these Bylaws, and if he or she should so determine, he or she
\nshall so declare at the meeting, and the defective nomination shall be
\ndisregarded.<\/p>\n

5<\/p>\n

\n

<\/p>\n

(d) In addition to the foregoing requirements of this Section 2.2, a
\nstockholder shall also comply with all applicable requirements of state law and
\nof the 1934 Act and the rules and regulations thereunder with respect to the
\nmatters set forth in this Section 2.2, including, with respect to business a
\nstockholder intends to bring before the annual meeting that involves a proposal
\nthat such stockholder requests to be included in the corporation’s proxy
\nstatement, the requirements of Rule 14a-8 (or any successor provision) under the
\n1934 Act. Nothing in this Section 2.2 shall be deemed to affect any right of the
\ncorporation to omit a proposal from the corporation’s proxy statement pursuant
\nto Rule 14a-8 (or any successor provision) under the 1934 Act.<\/p>\n

2.3<\/strong> SPECIAL MEETING<\/em><\/strong><\/p>\n

(a) A special meeting of the stockholders may be called at any time by the
\nBoard of Directors acting pursuant to a resolution adopted by a majority of the
\nWhole Board (as defined below) or by the chief executive officer, but such
\nspecial meetings may not be called by any other person or persons. For purposes
\nof this Section 2.3, the term “Whole Board” shall mean the total number of
\nauthorized directors whether or not there exist any vacancies in previously
\nauthorized directorships. The Board of Directors acting pursuant to a resolution
\nadopted by a majority of the Whole Board may cancel, postpone or reschedule any
\npreviously scheduled special meeting at any time, before or after the notice for
\nsuch meeting has been sent to the stockholders.<\/p>\n

(b) The notice of a special meeting shall include the purpose for which the
\nmeeting is called. Only such business shall be considered at a special meeting
\nof stockholders as shall have been brought before the meeting by or at the
\ndirection of the Whole Board or by the president and chief executive officer.
\nNothing contained in this Section 2.3(b) shall be construed as limiting, fixing,
\nor affecting the time when a meeting of stockholders called by action of the
\nBoard of Directors may be held.<\/p>\n

(c) For a special meeting of stockholders at which directors are to be
\nelected pursuant to Section 2.3(a) and (b), nominations of persons for election
\nto the Board of Directors shall be made only (1) by or at the direction of the
\nBoard of Directors or (2) by any stockholder of the corporation who (A) is a
\nstockholder of record at the time of the giving of the notice required by this
\nSection 2.3(c) and on the record date for the determination of stockholders
\nentitled to vote at the special meeting and (B) delivers a timely written notice
\nof the nomination to the secretary of the corporation that includes the
\ninformation set forth in Section 2.2(c)(ii) above. To be timely, such notice
\nmust be received by the secretary at the principal executive offices of the
\ncorporation not later than the close of business on the later of the 90th day
\nprior to such special meeting or the tenth 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. A
\nperson shall not be eligible for election or re-election as a director at a
\nspecial meeting unless the person is nominated (i) by or at the direction of the
\nBoard of Directors or (ii) by a stockholder in accordance with the notice
\nprocedures set forth in this Section 2.3(c). In addition, a nominee shall not be
\neligible for election or re-election if a stockholder or Stockholder Associated\n<\/p>\n

6<\/p>\n

\n

<\/p>\n

Person, as applicable, takes action contrary to the representations made in
\nthe Nominee Solicitation Statement applicable to such nominee or if the Nominee
\nSolicitation Statement applicable to such nominee contains an untrue statement
\nof a material fact or omits to state a material fact necessary to make the
\nstatements therein not misleading. The chairman of the special meeting shall, if
\nthe facts warrant, determine and declare at the meeting that a nomination or
\nbusiness was not made in accordance with the procedures prescribed by these
\nbylaws, and if the chairman should so determine, he or she shall so declare at
\nthe meeting, and the defective nomination or business shall be disregarded. The
\nvoting procedure for any such director election shall be as set forth in the
\nsecond sentence of Section 2.2(a).<\/p>\n

(d) In addition to the foregoing requirements of this Section 2.3, a
\nstockholder shall also comply with all applicable requirements of state law and
\nof the 1934 Act and the rules and regulations thereunder with respect to the
\nmatters set forth in this Section 2.3.<\/p>\n

2.4<\/strong> NOTICE OF STOCKHOLDERS’
\nMEETINGS<\/em><\/strong><\/p>\n

All notices of meetings of stockholders shall be sent or otherwise given in
\naccordance with Section 2.5 of these Bylaws not less than ten (10) (or, if sent
\nby third-class mail pursuant to Section 2.5 of these Bylaws, thirty (30)) nor
\nmore than sixty (60) days before the date of the meeting. The notice shall
\nspecify the place, if any, date and hour of the meeting, the means of remote
\ncommunication, if any, by which stockholders and proxy holders may be deemed to
\nbe present in person and vote at such meeting, and (i) in the case of a special
\nmeeting, the purpose or purposes for which the meeting is called (no business
\nother than that specified in the notice may be transacted) or (ii) in the case
\nof the annual meeting, those matters which the Board of Directors, at the time
\nof giving the notice, intends to present for action by the stockholders (but any
\nproper matter may be presented at the meeting for such action, subject to the
\nprovisions of these Bylaws, the Certificate of Incorporation, and applicable
\nlaw). The notice of any meeting at which directors are to be elected shall
\ninclude the name of any nominee or nominees who, at the time of the notice, the
\nboard intends to present for election.<\/p>\n

2.5<\/strong> MANNER OF GIVING NOTICE; AFFIDAVIT OF
\nNOTICE<\/em><\/strong><\/p>\n

Written notice of any meeting of stockholders shall be given either (i)
\npersonally, (ii) by private courier, (iii) by first or third-class United States
\nmail, (iv) by other written communication, or (v) by other electronic or
\nwireless means. 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. Notice shall be deemed to have been given
\nat the time when delivered personally or by courier or deposited in the mail or
\nsent by other means of written communication or other electronic or wireless
\nmeans.<\/p>\n

An affidavit of the mailing or other means of giving any notice of any
\nstockholders’ meeting, executed by the secretary or an assistant secretary, or
\nof any transfer agent or any other agent of the corporation giving the notice,
\nshall be prima facie evidence of the giving of such notice.<\/p>\n

7<\/p>\n

\n

<\/p>\n

2.6<\/strong> QUORUM<\/em><\/strong><\/p>\n

The holders of a majority in voting power of the stock issued and outstanding
\nand entitled to vote thereat, present in person or represented by proxy, shall
\nconstitute a quorum at all meetings of the stockholders for the transaction of
\nbusiness except as otherwise provided by statute or by the Certificate of
\nIncorporation. If, however, such quorum is not present or represented at any
\nmeeting of the stockholders, then either (i) the chairman of the meeting or (ii)
\nthe stockholders entitled to vote thereat, present in person or represented by
\nproxy, shall have power to adjourn the meeting in accordance with Section 2.7 of
\nthese Bylaws.<\/p>\n

When a quorum is present at any meeting, the vote of the holders of a
\nmajority of the stock having voting power present in person or represented by
\nproxy shall decide any question brought before such meeting, unless the question
\nis one upon which, by express provision of the laws of the State of Delaware or
\nof the Certificate of Incorporation or these Bylaws, a different vote is
\nrequired, in which case such express provision shall govern and control the
\ndecision of the question.<\/p>\n

If a quorum is initially present, the stockholders may continue to transact
\nbusiness until adjournment, notwithstanding the withdrawal of enough
\nstockholders to leave less than a quorum, if any action taken is approved by a
\nmajority of the stockholders initially constituting the quorum.<\/p>\n

2.7<\/strong> ADJOURNED MEETING; NOTICE<\/em><\/strong><\/p>\n

Whether or not a quorum is present at a meeting of stockholders, the chairman
\nof the meeting shall have power to adjourn the meeting from time to time to
\nanother time or place, without notice other than announcement at the meeting of
\nthe time and place by which stockholders and proxy holders may be deemed to be
\npresent in person and vote at such adjourned meeting When a meeting is adjourned
\nto another time and place, unless these Bylaws otherwise require, notice need
\nnot be given of the adjourned meeting if the time and place thereof are
\nannounced at the meeting at which the adjournment is taken. At the adjourned
\nmeeting the corporation may transact any business that might have been
\ntransacted at the original meeting. If the adjournment is for more than thirty
\n(30) days, or if after the adjournment a new record date is fixed for the
\nadjourned meeting, a notice of the adjourned meeting shall be given to each
\nstockholder of record entitled to vote at the meeting.<\/p>\n

2.8<\/strong> VOTING<\/em><\/strong><\/p>\n

The stockholders entitled to vote at any meeting of stockholders shall be
\ndetermined in accordance with the provisions of Section 2.11 of these Bylaws,
\nsubject to the provisions of Sections 217 and 218 of the General Corporation Law
\nof Delaware (relating to voting rights of fiduciaries, pledgors and joint
\nowners, and to voting trusts and other voting agreements).<\/p>\n

Except as may be otherwise provided in the Certificate of Incorporation or
\nthese Bylaws, each stockholder shall be entitled to one vote for each share of
\ncapital stock held by such stockholder.<\/p>\n

8<\/p>\n

\n

<\/p>\n

2.9<\/strong> VALIDATION OF MEETINGS; WAIVER OF NOTICE;
\nCONSENT<\/em><\/strong><\/p>\n

The transactions of any meeting of stockholders, either annual or special,
\nhowever called and noticed, and wherever held, shall be as valid as though they
\nhad been taken at a meeting duly held after regular call and notice, if a quorum
\nbe present either in person or by proxy, and if, either before or after the
\nmeeting, each person entitled to vote, who was not present in person or by
\nproxy, signs a written waiver of notice or a consent to the holding of the
\nmeeting or an approval of the minutes thereof. The waiver of notice or consent
\nor approval need not specify either the business to be transacted or the purpose
\nof any annual or special meeting of stockholders. All such waivers, consents,
\nand approvals shall be filed with the corporate records or made a part of the
\nminutes of the meeting.<\/p>\n

Attendance by a person at a meeting shall also constitute a waiver of notice
\nof and presence at that meeting, except when the person objects at the beginning
\nof the meeting to the transaction of any business because the meeting is not
\nlawfully called or convened. Attendance at a meeting is not a waiver of any
\nright to object to the consideration of matters required by law to be included
\nin the notice of the meeting but not so included, if that objection is expressly
\nmade at the meeting.<\/p>\n

2.10<\/strong> STOCKHOLDER ACTION BY WRITTEN CONSENT
\nWITHOUT A MEETING<\/em><\/strong><\/p>\n

Any action required or permitted to be taken by the stockholders of the
\ncorporation must be taken at a duly called annual or special meeting of
\nstockholders of the corporation, and the power of stockholders to consent in
\nwriting to the taking of any action, without a duly called meeting and vote, is
\nspecifically denied. Notwithstanding the foregoing sentence, the holders of any
\nclass or series of preferred stock shall be entitled to take action by written
\nconsent to such extent, if any, as may be provided in the terms of such class or
\nseries of preferred stock.<\/p>\n

2.11<\/strong> RECORD DATE FOR STOCKHOLDER NOTICE;
\nVOTING<\/em><\/strong><\/p>\n

For purposes of determining the stockholders entitled to notice of any
\nmeeting or to vote thereat, the Board of Directors may fix, in advance, a record
\ndate, which shall not precede the date upon which the resolution fixing the
\nrecord date is adopted by the Board of Directors and which shall not be more
\nthan sixty (60) days nor less than ten (10) days before the date of any such
\nmeeting, and in such event only stockholders of record on the date so fixed are
\nentitled to notice and to vote, notwithstanding any transfer of any shares on
\nthe books of the corporation after the record date, except as otherwise provided
\nin the Certificate of Incorporation, by these Bylaws, by agreement or by
\napplicable law.<\/p>\n

If the Board of Directors does not so fix a record date, the record date for
\ndetermining stockholders entitled to notice of or to vote at a meeting of
\nstockholders shall be at the close of business on the business day next
\npreceding the day on which notice is given, or, if notice is waived, at the
\nclose of business on the business day next preceding the day on which the
\nmeeting is held.<\/p>\n

9<\/p>\n

\n

<\/p>\n

A determination of stockholders of record entitled to notice of or to vote at
\na meeting of stockholders shall apply to any adjournment of the meeting unless
\nthe Board of Directors fixes a new record date for the adjourned meeting, but
\nthe Board of Directors shall fix a new record date if the meeting is adjourned
\nfor more than thirty (30) days from the date set for the original meeting.<\/p>\n

The record date for any purpose other than acting by written consent or
\ndetermining entitlement to vote at a meeting of stockholders shall be as
\nprovided in Section 8.1 of these Bylaws.<\/p>\n

2.12<\/strong> PROXIES<\/em><\/strong><\/p>\n

Every person entitled to vote for directors, or on any other matter, shall
\nhave the right to do so either in person or by one or more agents authorized by
\na written proxy signed by the person and filed with the secretary of the
\ncorporation, but no such proxy shall be voted or acted upon after three (3)
\nyears 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 (whether
\nby manual signature, typewriting, telegraphic transmission, facsimile or
\notherwise) by the stockholder or the stockholder’s attorney-in-fact. The
\nrevocability of a proxy that states on its face that it is irrevocable shall be
\ngoverned by the provisions of Section 212(e) of the General Corporation Law of
\nDelaware (relating to the irrevocability of proxies).<\/p>\n

A written proxy may be in the form of an electronic transmission as described
\nin Article IX hereof which sets forth or is submitted with information from
\nwhich it can be determined that the electronic transmission was authorized by
\nthe person.<\/p>\n

2.13<\/strong> ORGANIZATION<\/em><\/strong><\/p>\n

The chairman of the board, or in the absence of the chairman, the president,
\nshall call the meeting of the stockholders to order, and shall act as chairman
\nof the meeting. In the absence of the chairman of the board, the president, and
\nall of the vice presidents, the stockholders shall appoint a chairman for such
\nmeeting. The chairman of any meeting of stockholders shall determine the order
\nof business and the procedures at the meeting, including such matters as the
\nregulation of the manner of voting and the conduct of business. The secretary of
\nthe corporation shall act as secretary of all meetings of the stockholders, but
\nin the absence of the secretary at any meeting of the stockholders, the chairman
\nof the meeting may appoint any person to act as secretary of the meeting.<\/p>\n

The Board of Directors of the corporation shall be entitled to make such
\nrules or regulations for the conduct of meetings of stockholders as it shall
\ndeem necessary, appropriate or convenient. Subject to such rules and regulations
\nof the Board of Directors, if any, the chairman of the meeting shall have the
\nright and authority to prescribe such rules, regulations and procedures and to
\ndo all such acts as, in the judgment of such chairman, are necessary,
\nappropriate or convenient for the proper conduct of the meeting, including,
\nwithout limitation, establishing an agenda or order of business for the meeting,
\nrules and procedures for maintaining order at the meeting and the safety of
\nthose present, limitations on participation in such meeting to stockholders of
\nrecord of the corporation and their duly authorized and constituted proxies, and
\nsuch other persons as the chairman shall permit, restrictions on entry to the
\nmeeting after the time fixed for the<\/p>\n

10<\/p>\n

\n

<\/p>\n

commencement thereof, limitations on the time allotted to questions or
\ncomments by participants and regulation of the opening and closing of the polls
\nfor balloting and matters which are to be voted on by ballot. Unless and to the
\nextent determined by the Board of Directors or the chairman of the meeting,
\nmeetings of stockholders shall not be required to be held in accordance with
\nrules of parliamentary procedure.<\/p>\n

2.14<\/strong> LIST OF STOCKHOLDERS ENTITLED TO
\nVOTE<\/em><\/strong><\/p>\n

The officer who has charge of the stock ledger of the corporation shall
\nprepare and make, at least ten (10) days before every meeting of stockholders, a
\ncomplete list of the stockholders entitled to vote at the meeting, arranged in
\nalphabetical order, and showing the address of each stockholder and the number
\nof shares registered in the name of each stockholder. The corporation shall not
\nbe required to include electronic mail addresses or other electronic contact
\ninformation on such list. Such list shall be open to the examination of any
\nstockholder, for any purpose germane to the meeting, during ordinary business
\nhours, for a period of at least ten (10) days prior to the meeting, either: (i)
\non a reasonably accessible electronic network, provided that the information
\nrequired to gain access to such list is provided with the notice of the meeting,
\nor (ii) during ordinary business hours, at the corporation’s principal executive
\noffice. In the event that the corporation determines to make the list available
\non an electronic network, the corporation may take reasonable steps to ensure
\nthat such information is available only to stockholders of the corporation. If
\nthe meeting is to be held at a place, then the list shall be produced and kept
\nat the time and place of the meeting during the whole time thereof, and may be
\ninspected by any stockholder who is present. If the meeting is to be held solely
\nby means of remote communication, then the list shall also be open to the
\nexamination of any stockholder during the whole time of the meeting on a
\nreasonably accessible electronic network, and the information required to access
\nsuch list shall be provided with the notice of the meeting. The stock ledger
\nshall be the only evidence as to who are the stockholders entitled to examine
\nthe stock ledger, the list of stockholders or the books of the corporation, or
\nto vote in person or by proxy at any meeting of stockholders and of the number
\nof shares held by each such stockholder.<\/p>\n

2.15<\/strong> INSPECTORS OF ELECTION<\/em><\/strong><\/p>\n

Before any meeting of stockholders, the Board of Directors shall appoint an
\ninspector or inspectors of election to act at the meeting or its adjournment.
\nThe number of inspectors shall be either one (1) or three (3). If any person
\nappointed as inspector fails to appear or fails or refuses to act, then the
\nchairman of the meeting may, and upon the request of any stockholder or a
\nstockholder’s proxy shall, appoint a person to fill that vacancy.<\/p>\n

Such inspectors shall:<\/p>\n

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

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

11<\/p>\n

\n

<\/p>\n

(iii) hear and determine all challenges and questions in any way arising in
\nconnection with the right to vote;<\/p>\n

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

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

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

(vii) do any other acts that may be proper to conduct the election or vote
\nwith fairness to all stockholders.<\/p>\n

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

DIRECTORS<\/strong><\/p>\n

3.1<\/strong> POWERS<\/em><\/strong><\/p>\n

Subject to the provisions of the General Corporation Law of Delaware and to
\nany limitations in the Certificate of Incorporation or these Bylaws relating to
\naction required to be approved by the stockholders or by the outstanding shares,
\nthe business and affairs of the corporation shall be managed and all corporate
\npowers shall be exercised by or under the direction of the Board of Directors.\n<\/p>\n

3.2<\/strong> NUMBER OF DIRECTORS<\/em><\/strong><\/p>\n

The Board of Directors shall consist of seven (7) members. The number of
\ndirectors may be changed by an amendment to this bylaw, duly adopted by the
\nBoard of Directors or by the stockholders, or by a duly adopted amendment to the
\nCertificate of Incorporation.<\/p>\n

3.3<\/strong> ELECTION AND TERM OF OFFICE OF
\nDIRECTORS<\/em><\/strong><\/p>\n

Except as provided in Section 3.4 of these Bylaws, directors elected at each
\nannual meeting or special meeting of stockholders as provided in Section 2.2 or
\n2.3 respectively shall be elected to hold office until the expiration of the
\nterm for which they are elected, and until their successors have been duly
\nelected and qualified; except that if any such election shall not be so held,
\nsuch election shall take place at a stockholders’ meeting called and held in
\naccordance with the General Corporation Law of Delaware. The term of office of a
\ndirector shall begin immediately after election. Directors need not be
\nstockholders unless so required by the Certificate of Incorporation or these
\nBylaws, wherein other qualifications for directors may be prescribed.<\/p>\n

3.4<\/strong> RESIGNATION AND VACANCIES<\/em><\/strong><\/p>\n

Any director may resign effective on giving notice in writing or by
\nelectronic transmission to the chairman of the board, the president, the
\nsecretary or the Board of Directors, unless the notice<\/p>\n

12<\/p>\n

\n

<\/p>\n

specifies a later time for that resignation to become effective. If the
\nresignation of a director is effective at a future time, the Board of Directors
\nmay elect a successor to take office when the resignation becomes effective.
\nEach director so elected shall hold office until the expiration of the term of
\noffice of the director whom he has replaced and until a successor has been
\nelected and qualified.<\/p>\n

Unless otherwise provided in the Certificate of Incorporation or by these
\nBylaws, 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 of
\nthe stockholders or by court order may be filled only by the affirmative vote of
\na majority of the voting power of shares represented and voting at a duly held
\nmeeting at which a quorum is present (which shares voting affirmatively also
\nconstitute a majority of the required quorum). Each director so elected shall
\nhold office until the expiration of the term of office of the director whom he
\nhas replaced and until a successor has been elected and qualified.<\/p>\n

Unless otherwise provided in the Certificate of Incorporation or these
\nBylaws:<\/p>\n

(i) Vacancies and newly created directorships resulting from any increase in
\nthe authorized number of directors elected by all of the stockholders having the
\nright to vote as a single class may be filled by a majority of the directors
\nthen in office, although less than a quorum, or by a sole remaining director.\n<\/p>\n

(ii) Whenever the holders of any class or classes of stock or series thereof
\nare entitled to elect one or more directors by the provisions of the Certificate
\nof Incorporation, vacancies and newly created directorships of such class or
\nclasses or series may be filled by a majority of the directors elected by such
\nclass or classes or series thereof then in office, or by a sole remaining
\ndirector so elected.<\/p>\n

(iii) 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 stockholder,
\nor other fiduciary entrusted with like responsibility for the person or estate
\nof a stockholder, may call a special meeting of stockholders in accordance with
\nthe provisions of the Certificate of Incorporation or these Bylaws, or may apply
\nto the Court of Chancery for a decree summarily ordering an election as provided
\nin Section 211 of the General Corporation Law of Delaware (relating to meetings
\nof stockholders).<\/p>\n

If, at the time of filling any vacancy or any newly created directorship, the
\ndirectors then in office constitute less than a majority of the whole board (as
\nconstituted immediately prior to any such increase), then the Court of Chancery
\nmay, upon application of any stockholder or stockholders holding at least ten
\n(10%) percent of the total number of the shares at the time outstanding 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 (relating to meetings of stockholders) as far as applicable.\n<\/p>\n

13<\/p>\n

\n

<\/p>\n

3.5<\/strong> REMOVAL OF DIRECTORS<\/em><\/strong><\/p>\n

Unless otherwise restricted by statute, by the Certificate of Incorporation
\nor by these Bylaws, any directors or the entire Board of Directors may be
\nremoved, with or without cause, by the holders of a majority of the shares then
\nentitled to vote at an election of directors.<\/p>\n

3.6<\/strong> PLACE OF MEETINGS; MEETINGS BY
\nTELEPHONE<\/em><\/strong><\/p>\n

Regular meetings of the Board of Directors may be held at any place within or
\noutside the State of Delaware that has been designated from time to time by
\nresolution of the board. In the absence of such a designation, regular meetings
\nshall be held at the principal executive office of the corporation. Special
\nmeetings of the board may be held at any place within or outside the State of
\nDelaware that has been designated in the notice of the meeting or, if not stated
\nin the notice or if there is no notice, at the principal executive office of the
\ncorporation.<\/p>\n

Any meeting of the board, regular or special, may be held by conference
\ntelephone or other communication equipment, so long as all directors
\nparticipating in the meeting can hear one another; and all such participating
\ndirectors shall be deemed to be present in person at the meeting.<\/p>\n

3.7<\/strong> REGULAR MEETINGS<\/em><\/strong><\/p>\n

Regular meetings of the Board of Directors may be held without notice at such
\ntime as shall from time to time be determined by the Board of Directors. If any
\nregular meeting day shall fall on a legal holiday, then the meeting shall be
\nheld at the same time and place on the next succeeding full business day.<\/p>\n

3.8<\/strong> SPECIAL MEETINGS; NOTICE<\/em><\/strong><\/p>\n

Special meetings of the Board of Directors for any purpose or purposes may be
\ncalled at any time by the chairman of the board, the president, the chief
\nexecutive officer, the secretary or any director.<\/p>\n

Notice of the time and place of special meetings shall be delivered
\npersonally or by telephone to each director sent by first-class mail, facsimile,
\nelectronic mail, or other electronic or wireless means, charges prepaid,
\naddressed to each director at that director’s address as it is shown on the
\nrecords of the corporation. If the notice is mailed, it shall be deposited in
\nthe United States mail at least four (4) days before the time of the holding of
\nthe meeting. If the notice is delivered personally or by telephone, facsimile,
\nelectronic mail or other electronic or wireless means, it shall be delivered
\npersonally or by telephone, facsimile, electronic mail or by other electronic or
\nwireless means at least twenty-four (24) hours before the time of the holding of
\nthe meeting. Any oral notice given personally or by telephone may be
\ncommunicated either to the director or to a person at the office of the director
\nwho the person giving the notice has reason to believe will promptly communicate
\nit to the director. The notice need not specify the purpose or the place of the
\nmeeting, if the meeting is to be held at the principal executive office of the
\ncorporation. Moreover, a notice of special meeting<\/p>\n

14<\/p>\n

\n

<\/p>\n

need not state the purpose of such meeting, and, unless indicated in the
\nnotice thereof, any and all business may be transacted at a special meeting.\n<\/p>\n

3.9<\/strong> QUORUM<\/em><\/strong><\/p>\n

A majority of the authorized number of directors shall constitute a quorum
\nfor the transaction of business, except to adjourn as provided in Section 3.12
\nof these Bylaws. Every act or decision done or made by a majority of the
\ndirectors present at a duly held meeting at which a quorum is present shall be
\nregarded as the act of the Board of Directors, subject to the provisions of the
\nCertificate of Incorporation and applicable law.<\/p>\n

A meeting at which a quorum is initially present may continue to transact
\nbusiness notwithstanding the withdrawal of directors, if any action taken is
\napproved by at least a majority of the quorum for that meeting.<\/p>\n

3.10<\/strong> WAIVER OF NOTICE<\/em><\/strong><\/p>\n

Notice of a meeting need not be given to any director (i) who signs a waiver
\nof notice, whether before or after the meeting, or (ii) who attends the meeting
\nother than for the express purpose of objecting at the beginning of the meeting
\nto the transaction of any business because the meeting is not lawfully called or
\nconvened. All such waivers shall be filed with the corporate records or made
\npart of the minutes of the meeting. A waiver of notice need not specify the
\npurpose of any regular or special meeting of the Board of Directors.<\/p>\n

3.11<\/strong> ADJOURNMENT<\/em><\/strong><\/p>\n

A majority of the directors present, whether or not constituting a quorum,
\nmay adjourn any meeting of the board to another time and place.<\/p>\n

3.12<\/strong> NOTICE OF ADJOURNMENT<\/em><\/strong><\/p>\n

Notice of the time and place of holding an adjourned meeting of the board
\nneed not be given unless the meeting is adjourned for more than twenty-four (24)
\nhours. If the meeting is adjourned for more than twenty-four (24) hours, then
\nnotice of the time and place of the adjourned meeting shall be given before the
\nadjourned meeting takes place, in the manner specified in Section 3.9 of these
\nBylaws, to the directors who were not present at the time of the adjournment.\n<\/p>\n

3.13<\/strong> BOARD ACTION BY WRITTEN CONSENT WITHOUT A
\nMEETING<\/em><\/strong><\/p>\n

Any action required or permitted to be taken by the Board of Directors may be
\ntaken without a meeting, provided that all members of the board individually or
\ncollectively consent in writing or by electronic transmission to that action.
\nSuch action by written consent or electronic transmission shall have the same
\nforce and effect as a unanimous vote of the Board of Directors. Such written
\nconsent and any counterparts thereof or electronic transmission or transmissions
\nshall be filed with the minutes of the proceedings of the Board of Directors.\n<\/p>\n

15<\/p>\n

\n

<\/p>\n

3.14<\/strong> FEES AND COMPENSATION OF
\nDIRECTORS<\/em><\/strong><\/p>\n

Directors and members of committees may receive such compensation, if any,
\nfor their services and such reimbursement of expenses as may be fixed or
\ndetermined by resolution of the Board of Directors or a committee of the Board
\nof Directors to whom such responsibility has been duly delegated. This Section
\n3.15 shall not be construed to preclude any director from serving the
\ncorporation in any other capacity as an officer, agent, employee or otherwise
\nand receiving compensation for those services; provided, however, that (i) the
\ncorporation shall have a majority of directors who qualify as “independent” as
\ndefined by the Marketplace Rules of the Nasdaq Stock Market (the “Nasdaq
\nRules”), (ii) that a sufficient number of the members of the corporation’s Audit
\nCommittee, Corporate Governance and Nominating Committee, and Compensation
\nCommittee shall also qualify as “independent” under the Nasdaq Rules applicable
\nto each such committee, and (iii) that members of the corporation’s Audit
\nCommittee may not receive compensation from the corporation other than for
\nservice as a board and committee member.<\/p>\n

3.15<\/strong> APPROVAL OF LOANS TO OFFICERS<\/em><\/strong>\n<\/p>\n

Subject to the last sentence of this paragraph, the corporation may lend
\nmoney to, or guarantee any obligation of, or otherwise assist any employee of
\nthe corporation or any of its subsidiaries, whenever, in the judgment of the
\ndirectors, such loan, guaranty or assistance may reasonably be expected to
\nbenefit the corporation. The loan, guaranty or other assistance may be with or
\nwithout interest 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 at
\ncommon law or under any statute. Notwithstanding the foregoing, the corporation
\nmay not make any new loan to any director or executive officer or make any
\nmaterial modification to any existing loan.<\/p>\n

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

COMMITTEES<\/strong><\/p>\n

4.1<\/strong> COMMITTEES OF DIRECTORS<\/em><\/strong><\/p>\n

The Board of Directors may, by resolution adopted by a majority of the
\nauthorized number of directors, designate one (1) or more committees, each
\nconsisting of one (1) or more of the directors, to serve at the pleasure of the
\nboard. The board may designate one (1) or more directors as alternate members of
\nany committee, who may replace any absent or disqualified member at any meeting
\nof the committee. The appointment of members or alternate members of a committee
\nrequires the vote of a majority of the authorized number of directors. Any
\ncommittee, to the extent provided in the resolution of the board, shall have and
\nmay exercise all the powers and authority of the board, but no such committee
\nshall have the power or authority to (i) approve or adopt or recommend to the
\nstockholders any action or matter that requires the approval of the
\nstockholders, (ii) amend the Certificate of Incorporation (except that such
\ncommittee may, to the extent authorized in the<\/p>\n

16<\/p>\n

\n

<\/p>\n

resolution or resolutions providing for the issuance of shares of stock
\nadopted by the Board of Directors as provided in Section 151(a) of the General
\nCorporation Law of Delaware, fix the designations and any of the preferences or
\nrights of such shares relating to dividends, redemption, dissolution, any
\ndistribution of assets of the corporation or the conversion into, or the
\nexchange of such shares for, shares of any other class or classes or any other
\nseries of the same or any other class or classes of stock of the corporation),
\nor (iii) adopt, amend, or repeal any Bylaw of the corporation.<\/p>\n

4.2<\/strong> MEETINGS AND ACTION OF
\nCOMMITTEES<\/em><\/strong><\/p>\n

Meetings and actions of committees shall be governed by, and held and taken
\nin accordance with, the following provisions of Article III of these Bylaws:
\nSection 3.6 (place of meetings; meetings by telephone), Section 3.8 (regular
\nmeetings), Section 3.9 (special meetings; notice), Section 3.10 (quorum),
\nSection 3.11 (waiver of notice), Section 3.12 (adjournment), Section 3.13
\n(notice of adjournment) and Section 3.14 (board action by written consent
\nwithout meeting), with such changes in the context of those bylaws as are
\nnecessary to substitute the committee and its members for the Board of Directors
\nand its members; provided, however, that the time of regular meetings of
\ncommittees may be determined either by resolution of the Board of Directors or
\nby resolution of the committee, that special meetings of committees may also be
\ncalled by resolution of the Board of Directors, and that notice of special
\nmeetings of committees shall also be given to all alternate members, who shall
\nhave the right to attend all meetings of the committee. The Board of Directors
\nmay adopt rules for the government of any committee not inconsistent with the
\nprovisions of these Bylaws.<\/p>\n

4.3<\/strong> COMMITTEE MINUTES<\/em><\/strong><\/p>\n

Each committee shall keep regular minutes of its meetings and report the same
\nto the Board of Directors when required.<\/p>\n

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

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

5.1<\/strong> OFFICERS<\/em><\/strong><\/p>\n

The Corporate Officers of the corporation shall be a chief executive officer,
\na president, a secretary and a chief financial officer. The corporation may also
\nhave, at the discretion of the Board of Directors, a chairman of the board and
\none or more vice presidents (however denominated) who may be designated by the
\nBoard of Directors as Corporate Officers. The corporation may also have such
\nAdministrative Officers as may be appointed in accordance with the provisions of
\nSection 5.4 of these Bylaws. The corporation may also appoint other officers who
\nshall not be either Corporate or Administrative Officers. Any number of offices
\nmay be held by the same person.<\/p>\n

17<\/p>\n

\n

<\/p>\n

5.2<\/strong> ELECTION OF OFFICERS<\/em><\/strong><\/p>\n

The Corporate Officers of the corporation shall be chosen by the Board of
\nDirectors, subject to the rights, if any, of an officer under any contract of
\nemployment, and shall hold their respective offices for such terms as the Board
\nof Directors may from time to time determine. Each officer shall hold office
\nuntil such officer’s successor is elected and qualified or until such officer’s
\nearlier resignation or removal.<\/p>\n

5.3<\/strong> TERMS OF OFFICE AND
\nCOMPENSATION<\/em><\/strong><\/p>\n

The term of office and salary of each of Corporate Officer and the manner and
\ntime of the payment of such salary shall be fixed and determined by the Board of
\nDirectors and may be altered by said Board from time to time at its pleasure,
\nsubject to the rights, if any, of said officers under any contract of
\nemployment.<\/p>\n

5.4<\/strong> ADMINISTRATIVE OFFICERS<\/em><\/strong><\/p>\n

In addition to the Corporate Officers of the corporation as provided in
\nSection 5.1 of these Bylaws, the Board of Directors may appoint such other
\nAdministrative Officers as the business of the corporation may require, each of
\nwhom shall hold office for such period, have such power and authority, and
\nperform such duties as are provided in these Bylaws or as the Board of Directors
\nor the chief executive officer, if so empowered, may from time to time
\ndetermine. In the performance of such duties and the exercise of such powers,
\nhowever, such Administrative Officers shall have limited authority to act on
\nbehalf of the corporation as the Board of Directors or the chief executive
\nofficer shall establish, including but not limited to limitations on the dollar
\namount and on the scope of agreements or commitments that may be made by such
\nAdministrative Officers on behalf of the corporation, which limitations may not
\nbe exceeded by such individuals or altered without further approval by the Board
\nof Directors or the chief executive officer, if so empowered.<\/p>\n

5.5<\/strong> REMOVAL AND RESIGNATION OF
\nOFFICERS<\/em><\/strong><\/p>\n

Subject to the rights, if any, of an officer under any contract of
\nemployment, any officer may be removed, with or without cause, by the
\naffirmative vote of a majority of the Board of Directors at any regular or
\nspecial meeting of the board. In addition, any Administrative Officer may be
\nremoved from such position by any Corporate Officer.<\/p>\n

Any Corporate 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 otherwise
\nspecified in that notice, the acceptance of the resignation shall not be
\nnecessary to make it effective. Any resignation is without prejudice to the
\nrights, if any, of the corporation under any contract to which the Corporate
\nOfficer is a party.<\/p>\n

Any Administrative Officer designated and appointed by the Board of Directors
\nmay be removed, either with or without cause, at any time by the chief executive
\nofficer or any Corporate<\/p>\n

18<\/p>\n

\n

<\/p>\n

Officer. Any Administrative Officer may resign at any time by giving written
\nnotice to the chief executive officer or to the secretary of the corporation.\n<\/p>\n

5.6<\/strong> VACANCIES IN OFFICES<\/em><\/strong><\/p>\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 Bylaws for regular appointments to that office.<\/p>\n

5.7<\/strong> CHAIRMAN OF THE BOARD<\/em><\/strong><\/p>\n

The Chairman of the Board shall, if present, preside at meetings of the Board
\nof Directors and exercise such other powers and perform such other duties as may
\nfrom time to time be assigned to him or her by the Board of Directors or as may
\nbe prescribed by these Bylaws. If there is no chairman of the board, then the
\nchief executive officer of the corporation shall have the powers and duties
\nprescribed in Section 5.7 of these Bylaws.<\/p>\n

5.8<\/strong> CHIEF EXECUTIVE OFFICER<\/em><\/strong><\/p>\n

Subject to such supervisory powers, if any, as may be given by the Board of
\nDirectors to the Chairman of the Board, if there be such an officer, the chief
\nexecutive officer of the corporation shall, subject to the control of the Board
\nof Directors, have general supervision, direction and control of the business
\nand the officers of the corporation. He or she shall preside at all meetings of
\nthe stockholders and, in the absence or non-existence of a chairman of the
\nboard, at all meetings of the Board of Directors. He or she 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 perform such
\nother duties as may be prescribed by the Board of Directors or these bylaws.\n<\/p>\n

5.9<\/strong> PRESIDENT<\/em><\/strong><\/p>\n

Subject to such supervisory powers, if any, as may be given by the Board of
\nDirectors to the chairman and chief executive officer, if there be such an
\nofficer, the president of the corporation shall, subject to the control of the
\nBoard of Directors, have general supervision over the operation of the
\ncorporation, including the general powers and duties of management usually
\nvested in the office of president of a corporation, and shall have such other
\npowers and perform such other duties as may be prescribed by the Board of
\nDirectors or these Bylaws.<\/p>\n

5.10<\/strong> VICE PRESIDENTS<\/em><\/strong><\/p>\n

In the absence or disability of the president, and if there is no chairman of
\nthe board or chief executive officer, the vice presidents who have been
\ndesignated as Corporate Officers, if any, in order of their rank as fixed by the
\nBoard of Directors or, if not ranked, a vice president designated by the Board
\nof Directors, shall perform all the duties of the president and when so acting
\nshall have all the powers of, and be subject to all the restrictions upon, the
\npresident. The vice presidents shall have such other powers and perform such
\nother duties as from time to time may be prescribed for<\/p>\n

19<\/p>\n

\n

<\/p>\n

them respectively by the Board of Directors, these Bylaws, the chief
\nexecutive officer, the president or the chairman of the board.<\/p>\n

Employees of the corporation may hold the title of vice president (however
\ndenominated), but shall not be Corporate Officers or Administrative Officers
\nunless designated as such in accordance with Sections 5.2 and 5.4 hereof,
\nrespectively.<\/p>\n

5.11<\/strong> SECRETARY<\/em><\/strong><\/p>\n

The secretary shall keep or cause to be kept, at the principal executive
\noffice of the corporation or such other place as the Board of Directors may
\ndirect, a book of minutes of all meetings and actions of the Board of Directors,
\ncommittees of directors and stockholders. The minutes shall show the time and
\nplace of each meeting, whether regular or special (and, if special, how
\nauthorized 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.<\/p>\n

The secretary shall keep, or cause to be kept, at the principal executive
\noffice of the corporation or at the office of the corporation’s transfer agent
\nor registrar, as determined by resolution of the Board of Directors, a share
\nregister or a duplicate share register, showing the names of all stockholders
\nand their addresses, the number and classes of shares held by each, the number
\nand date of certificates evidencing such shares and the number and date of
\ncancellation of every certificate surrendered for cancellation.<\/p>\n

The secretary shall give, or cause to be given, notice of all meetings of the
\nstockholders and of the Board of Directors required to be given by law or by
\nthese Bylaws. He or she shall keep the seal of the corporation, if one be
\nadopted, in safe custody and shall have such other powers and perform such other
\nduties as may be prescribed by the Board of Directors or by these Bylaws.<\/p>\n

5.12<\/strong> CHIEF FINANCIAL OFFICER<\/em><\/strong><\/p>\n

The chief financial officer shall keep and maintain, or cause to be kept and
\nmaintained, adequate and correct books and records of accounts of the properties
\nand business transactions of the corporation, including accounts of its assets,
\nliabilities, receipts, disbursements, gains, losses, capital, retained earnings
\nand shares. The books of account shall at all reasonable times be open to
\ninspection by any director for a purpose reasonably related to his position as a
\ndirector.<\/p>\n

The chief financial officer shall deposit all money and other valuables in
\nthe name and to the credit of the corporation with such depositaries as may be
\ndesignated by the Board of Directors. He or she shall disburse the funds of the
\ncorporation as may be ordered by the Board of Directors, shall render to the
\npresident and directors, whenever they request it, an account of all of his or
\nher transactions as chief financial officer and of the financial condition of
\nthe corporation, and shall have such other powers and perform such other duties
\nas may be prescribed by the Board of Directors or these Bylaws.<\/p>\n

20<\/p>\n

\n

<\/p>\n

5.13<\/strong> ASSISTANT SECRETARY<\/em><\/strong><\/p>\n

The assistant secretary, if any, or, if there is more than one, the assistant
\nsecretaries in the order determined by the Board of Directors (or if there be no
\nsuch determination, then in the order of their election) shall, in the absence
\nof the secretary or in the event of his or her inability or refusal to act,
\nperform the duties and exercise the powers of the secretary and shall perform
\nsuch other duties and have such other powers as the Board of Directors may from
\ntime to time prescribe.<\/p>\n

5.14<\/strong> AUTHORITY AND DUTIES OF
\nOFFICERS<\/em><\/strong><\/p>\n

In addition to the foregoing powers, authority and duties, all officers of
\nthe corporation shall respectively have such authority and powers and perform
\nsuch duties in the management of the business of the corporation as may be
\ndesignated from time to time by the Board of Directors.<\/p>\n

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

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
\nOTHER AGENTS<\/strong><\/p>\n

6.1<\/strong> INDEMNIFICATION OF DIRECTORS AND
\nOFFICERS<\/em><\/strong><\/p>\n

The corporation shall, to the maximum extent and in the manner permitted by
\nthe General Corporation Law of Delaware as the same now exists or may hereafter
\nbe amended, indemnify any person against expenses (including attorneys’ fees),
\njudgments, fines, and amounts paid in settlement actually and reasonably
\nincurred in connection with any threatened, pending or completed action, suit,
\nor proceeding in which such person was or is a party or is threatened to be made
\na party by reason of the fact that such person is or was a director or officer
\nof the corporation; provided, however, that the corporation may modify the
\nextent of such indemnification by individual contracts with its directors and
\nofficers and, provided further, that the corporation shall not be required to
\nindemnify any director or officer in connection with any proceeding (or part
\nthereof) initiated by such person unless (i) such indemnification is expressly
\nrequired to be made by law, (ii) the proceeding was authorized in advance by the
\nBoard of Directors of the corporation, (iii) such indemnification is provided by
\nthe corporation, in its sole discretion, pursuant to the powers vested in the
\ncorporation under the General Corporation Law of Delaware or (iv) such
\nindemnification is required to be made pursuant to an individual contract. For
\npurposes of this Section 6.1, a “director” or “officer” of the corporation shall
\nmean any person (i) who is or was a director, Corporate Officer or
\nAdministrative Officer of the corporation or (ii) who was a director or officer
\nof a corporation which was a predecessor corporation of the corporation.<\/p>\n

The rights conferred on any person by this Article VI shall not be exclusive
\nof any other rights which such person may have or hereafter acquire under any
\nstatute, provision of the corporation’s Certificate of Incorporation, these
\nBylaws, agreement, vote of the stockholders or disinterested directors or
\notherwise.<\/p>\n

21<\/p>\n

\n

<\/p>\n

Any repeal or modification of the foregoing provisions of this Article VI
\nshall not adversely affect any right or protection hereunder of any person in
\nrespect of any act or omission occurring prior to the time of such repeal or
\nmodification.<\/p>\n

6.2<\/strong> INDEMNIFICATION OF OTHERS<\/em><\/strong><\/p>\n

The corporation shall have the power, to the maximum extent and in the manner
\npermitted by the General Corporation Law of Delaware as the same now exists or
\nmay hereafter be amended, to indemnify any person (other than directors and
\nofficers, as such terms are defined in Section 6.1 above) against expenses
\n(including attorneys’ fees), judgments, fines, and amounts paid in settlement
\nactually and reasonably incurred in connection with any threatened, pending or
\ncompleted action, suit, or proceeding, in which such person was or is a party or
\nis threatened to be made a party by reason of the fact that such person is or
\nwas an employee or agent of the corporation. For purposes of this Section 6.2,
\nan “employee” or “agent” of the corporation (other than a director or officer,
\nas such terms are defined in Section 6.1 above) shall mean 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.<\/p>\n

6.3<\/strong> INSURANCE<\/em><\/strong><\/p>\n

The corporation may purchase and maintain insurance on behalf of any person
\nwho is or was a director, officer, employee or agent of the corporation, or is
\nor 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 him or her and incurred
\nby him or her in any such capacity, or arising out of his or her status as such,
\nwhether or not the corporation would have the power to indemnify him or her
\nagainst such liability under the provisions of the General Corporation Law of
\nDelaware.<\/p>\n

6.4<\/strong> EXPENSES<\/em><\/strong><\/p>\n

The corporation shall advance to any person who was or is a party or is
\nthreatened to be made a party to any threatened, pending or completed action,
\nsuit or proceeding, whether civil, criminal, administrative or investigative, by
\nreason of the fact that he or she is or was a director, Corporate Officer or
\nAdministrative Officer of the corporation, prior to the final disposition of the
\nproceeding, promptly following request therefor, all expenses incurred by any
\nsuch director or officer in connection with such proceeding, upon receipt of an
\nundertaking by or on behalf of such person to repay said amounts if it should be
\ndetermined ultimately that such person is not entitled to be indemnified under
\nthese Bylaws or otherwise; provided, however, that the corporation shall not be
\nrequired to advance expenses to any such director or officer in connection with
\nany proceeding (or part thereof) initiated by such person unless the proceeding
\nwas authorized in advance by the Board of Directors of the corporation.<\/p>\n

22<\/p>\n

\n

<\/p>\n

Notwithstanding the foregoing, unless otherwise determined pursuant to
\nSection 6.5, no advance shall be made by the corporation to a director,
\nCorporate Officer or Administrative Officer of the corporation or other person
\nentitled to indemnification pursuant to these bylaws (except by reason of the
\nfact that such officer is or was a director of the corporation in which event
\nthis paragraph shall not apply) in any action, suit or proceeding, whether
\ncivil, criminal, administrative or investigative, if a determination is
\nreasonably and promptly made (i) by the Board of Directors by a majority vote of
\na quorum consisting of directors who were not parties to the proceeding, or (ii)
\nif such quorum is not obtainable, or, even if obtainable, a quorum of
\ndisinterested directors so directs, by independent legal counsel in a written
\nopinion, that the facts known to the decision-making party at the time such
\ndetermination is made demonstrate clearly and convincingly that such person
\nacted in bad faith or in a manner that such person did not believe to be in or
\nnot opposed to the best interests of the corporation.<\/p>\n

6.5<\/strong> NON-EXCLUSIVITY OF RIGHTS<\/em><\/strong><\/p>\n

The rights conferred on any person by this Article VI shall not be exclusive
\nof any other right which such person may have or hereafter acquire under any
\nstatute, provision of the Certificate of Incorporation, Bylaws, agreement, vote
\nof stockholders or disinterested directors or otherwise, both as to action in
\nhis official capacity and as to action in another capacity while holding office.
\nThe corporation is specifically authorized to enter into individual contracts
\nwith any or all of its directors, officers, employees or agents, including any
\nperson 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, respecting indemnification and advances, to the fullest extent not
\nprohibited by the General Corporation Law of Delaware.<\/p>\n

6.6<\/strong> SURVIVAL OF RIGHTS<\/em><\/strong><\/p>\n

The rights conferred on any person by this Article VI shall continue as to a
\nperson 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 a
\nperson.<\/p>\n

6.7<\/strong> AMENDMENTS<\/em><\/strong><\/p>\n

Any repeal or modification of this Article VI shall only be prospective and
\nshall not affect the rights under this Article VI in effect at the time of the
\nalleged occurrence of any action or omission to act that is the cause of any
\nproceeding against any agent of the corporation.<\/p>\n

23<\/p>\n

\n

<\/p>\n

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

RECORDS AND REPORTS<\/strong><\/p>\n

7.1<\/strong> MAINTENANCE AND INSPECTION OF
\nRECORDS<\/em><\/strong><\/p>\n

The corporation shall, either at its principal executive office or at such
\nplace or places as designated by the Board of Directors, keep a record of its
\nstockholders listing their names and addresses and the number and class of
\nshares held by each stockholder, a copy of these Bylaws as amended or otherwise
\naltered to date, accounting books and other records of its business and
\nproperties.<\/p>\n

Any stockholder of record, in person or by attorney or other agent, shall,
\nupon written demand under oath stating the purpose thereof, have the right
\nduring 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 a
\npurpose reasonably related to such person’s interest as a stockholder. In every
\ninstance where an attorney or other agent is the person who seeks the right to
\ninspection, the demand under oath shall be accompanied by a power of attorney or
\nsuch other writing that authorizes the attorney or other agent to so act on
\nbehalf of the stockholder. The demand under oath shall be directed to the
\ncorporation at its registered office in Delaware or at its principal place of
\nbusiness.<\/p>\n

7.2<\/strong> INSPECTION BY DIRECTORS<\/em><\/strong><\/p>\n

Any director shall have the right to examine the corporation’s stock ledger,
\na list of its stockholders and its other books and records for a purpose
\nreasonably related to his or her position as a director.<\/p>\n

7.3<\/strong> REPRESENTATION OF SHARES OF OTHER
\nCORPORATIONS<\/em><\/strong><\/p>\n

The chairman of the board, if any, the chief executive officer, the
\npresident, any vice president, the chief financial officer, the secretary or any
\nassistant secretary of this corporation, or any other person authorized by the
\nBoard of Directors or the president or a vice president, is authorized to vote,
\nrepresent and exercise on behalf of this corporation all rights incident to any
\nand all shares of the stock of any other corporation or corporations standing in
\nthe name of this corporation. The authority herein granted may be exercised
\neither by such person directly or by any other person authorized to do so by
\nproxy or power of attorney duly executed by such person having the authority.\n<\/p>\n

7.4<\/strong> CERTIFICATION AND INSPECTION OF
\nBYLAWS<\/em><\/strong><\/p>\n

The original or a copy of these Bylaws, as amended or otherwise altered to
\ndate, certified by the secretary, shall be kept at the corporation’s principal
\nexecutive office and shall be open to inspection by the stockholders of the
\ncorporation, at all reasonable times during office hours.<\/p>\n

24<\/p>\n

\n

<\/p>\n

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

GENERAL MATTERS<\/strong><\/p>\n

8.1<\/strong> RECORD DATE FOR PURPOSES OTHER THAN NOTICE
\nAND VOTING<\/em><\/strong><\/p>\n

For purposes of determining the stockholders entitled to receive payment of
\nany dividend or other distribution or allotment of any rights or the
\nstockholders entitled to exercise any rights in respect of any change,
\nconversion or exchange of stock, or for the purpose of any other lawful action
\nother than as provided for in Article II of these Bylaws, the Board of Directors
\nmay fix a record date, which shall not precede the date upon which the
\nresolution fixing the record date is adopted and which shall not be more than
\nsixty (60) calendar days before any such action. In that case, only stockholders
\nof record at the close of business on the date so fixed are entitled to receive
\nthe dividend, distribution or allotment of rights, or to exercise such rights,
\nas the case may be, notwithstanding any transfer of any shares on the books of
\nthe corporation after the record date so fixed, except as otherwise provided by
\nlaw.<\/p>\n

If the Board of Directors does not so fix a record date, then the record date
\nfor determining stockholders for any such purpose shall be at the close of
\nbusiness on the day on which the Board of Directors adopts the applicable
\nresolution.<\/p>\n

8.2<\/strong> CHECKS; DRAFTS; EVIDENCES OF
\nINDEBTEDNESS<\/em><\/strong><\/p>\n

From time to time, the Board of Directors shall determine by resolution which
\nperson or persons may sign or endorse all checks, drafts, other orders for
\npayment of money, notes or other evidences of indebtedness that are issued in
\nthe name of or payable to the corporation, and only the persons so authorized
\nshall sign or endorse those instruments.<\/p>\n

8.3<\/strong> FISCAL YEAR<\/em><\/strong><\/p>\n

The fiscal year of the corporation shall be fixed by resolution of the Board
\nof Directors.<\/p>\n

8.4<\/strong> CORPORATE CONTRACTS AND INSTRUMENTS: HOW
\nEXECUTED<\/em><\/strong><\/p>\n

The Board of Directors, except as otherwise provided in these Bylaws, may
\nauthorize and empower any officer or officers, or agent or agents, to enter into
\nany contract or execute any instrument in the name of and on behalf of the
\ncorporation; such power and authority may be general or confined to specific
\ninstances. Unless so authorized or ratified by the Board of Directors or within
\nthe agency power of an officer, no officer, agent or employee shall have any
\npower or authority to bind the corporation by any contract or engagement or to
\npledge its credit or to render it liable for any purpose or for any amount.<\/p>\n

25<\/p>\n

\n

<\/p>\n

8.5<\/strong> STOCK CERTIFICATES; TRANSFER; PARTLY PAID
\nSHARES<\/em><\/strong><\/p>\n

The shares of the corporation shall be represented by certificates, provided
\nthat the Board of Directors of the corporation may provide by resolution or
\nresolutions that some or all of any or all classes or series of its stock shall
\nbe uncertificated shares. Any such resolution shall not apply to shares
\nrepresented by a certificate until such certificate is surrendered to the
\ncorporation. Notwithstanding the adoption of such a resolution by the Board of
\nDirectors, every holder of stock represented by certificates and, upon request,
\nevery holder of uncertificated shares, shall be entitled to have a certificate
\nsigned by, or in the name of the corporation by, the chairman or vice-chairman
\nof the Board of Directors, or the president or vice-president, and by the chief
\nfinancial officer or an assistant treasurer, or the secretary or an assistant
\nsecretary of such corporation representing the number of shares registered in
\ncertificate form. Any or all of the signatures on the certificate may be a
\nfacsimile. In case any officer, transfer agent or registrar who has signed or
\nwhose facsimile signature has been placed upon a certificate has ceased to be
\nsuch officer, transfer agent or registrar before such certificate is issued, it
\nmay be issued by the corporation with the same effect as if he or she were such
\nofficer, transfer agent or registrar at the date of issue.<\/p>\n

Certificates for shares shall be of such form and device as the Board of
\nDirectors may designate and shall state the name of the record holder of the
\nshares represented thereby; its number; date of issuance; the number of shares
\nfor which it is issued; a summary statement or reference to the powers,
\ndesignations, preferences or other special rights of such stock and the
\nqualifications, limitations or restrictions of such preferences and\/or rights,
\nif any; a statement or summary of liens, if any; a conspicuous notice of
\nrestrictions upon transfer or registration of transfer, if any; a statement as
\nto any applicable voting trust agreement; and if the shares be assessable, or,
\nif assessments are collectible by personal action, a plain statement of such
\nfacts.<\/p>\n

Upon surrender to the secretary or transfer agent of the corporation of a
\ncertificate for shares duly endorsed or accompanied by proper evidence of
\nsuccession, assignment or authority to transfer, it shall be the duty of the
\ncorporation to issue a new certificate to the person entitled thereto, cancel
\nthe old certificate and record the transaction upon its books.<\/p>\n

The corporation may issue the whole or any part of its shares as partly paid
\nand subject to call for the remainder of the consideration to be paid therefor.
\nUpon the face or back of each stock certificate issued to represent any such
\npartly paid shares, or upon the books and records of the corporation in the case
\nof uncertificated partly paid shares, the total amount of the consideration to
\nbe paid therefor and the amount paid thereon shall be stated. Upon the
\ndeclaration of any dividend on fully paid shares, the corporation shall declare
\na dividend upon partly paid shares of the same class, but only upon the basis of
\nthe percentage of the consideration actually paid thereon.<\/p>\n

8.6<\/strong> SPECIAL DESIGNATION ON
\nCERTIFICATES<\/em><\/strong><\/p>\n

If the corporation is authorized to issue more than one class of stock or
\nmore than one series of any class, then the powers, the designations, the
\npreferences and the relative, participating, optional or other special rights of
\neach class of stock or series thereof and the qualifications, limitations or
\nrestrictions of such preferences and\/or rights shall be set forth in full or
\nsummarized on<\/p>\n

26<\/p>\n

\n

<\/p>\n

the face or back of the certificate that the corporation shall issue to
\nrepresent such class or series of stock; provided, however, that, except as
\notherwise provided in Section 202 of the General Corporation Law of Delaware
\n(relating to transfers of stock, stock certificates and uncertificated stock),
\nin lieu of the foregoing requirements there may be set forth on the face or back
\nof the certificate that the corporation shall issue to represent such class or
\nseries of stock a statement that the corporation will furnish without charge to
\neach stockholder who so requests the powers, the designations, the preferences
\nand the relative, participating, optional or other special rights of each class
\nof stock or series thereof and the qualifications, limitations or restrictions
\nof such preferences and\/or rights.<\/p>\n

8.7<\/strong> LOST CERTIFICATES<\/em><\/strong><\/p>\n

Except as provided in this Section 8.7, no new certificates for shares shall
\nbe issued to replace a previously issued certificate unless the latter is
\nsurrendered to the corporation and canceled at the same time. The Board of
\nDirectors may, in case any share certificate or certificate for any other
\nsecurity is lost, stolen or destroyed, authorize the issuance of replacement
\ncertificates on such terms and conditions as the board may require; the board
\nmay require indemnification of the corporation secured by a bond or other
\nadequate security 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 certificate.<\/p>\n

8.8<\/strong> TRANSFER AGENTS AND REGISTRARS<\/em><\/strong>\n<\/p>\n

The Board of Directors may appoint one or more transfer agents or transfer
\nclerks, and one or more registrars, each of which shall be an incorporated bank
\nor trust company : either domestic or foreign, who shall be appointed at such
\ntimes and places as the requirements of the corporation may necessitate and the
\nBoard of Directors may designate.<\/p>\n

8.9<\/strong> CONSTRUCTION; DEFINITIONS<\/em><\/strong><\/p>\n

Unless the context requires otherwise, the general provisions, rules of
\nconstruction and definitions in the General Corporation Law of Delaware shall
\ngovern the construction of these Bylaws. Without limiting the generality of this
\nprovision, as used in these Bylaws, the singular number includes the plural, the
\nplural number includes the singular, and the term “person” includes both an
\nentity and a natural person.<\/p>\n

8.10<\/strong> PROVISIONS ADDITIONAL TO PROVISIONS OF
\nLAW<\/em><\/strong><\/p>\n

All restrictions, limitations, requirements and other provisions of these
\nBylaws shall be construed, insofar as possible, as supplemental and additional
\nto all provisions of law applicable to the subject matter thereof and shall be
\nfully complied with in addition to the said provisions of law unless such
\ncompliance shall be illegal.<\/p>\n

27<\/p>\n

\n

<\/p>\n

8.11<\/strong> PROVISIONS CONTRARY TO PROVISIONS OF
\nLAW<\/em><\/strong><\/p>\n

Any article, section, subsection, subdivision, sentence, clause or phrase of
\nthese Bylaws which upon being construed in the manner provided in Section 8.11
\nhereof, shall be contrary to or inconsistent with any applicable provisions of
\nlaw, shall not apply so long as said provisions of law shall remain in effect,
\nbut such result shall not affect the validity or applicability of any other
\nportions of these Bylaws, it being hereby declared that these Bylaws would have
\nbeen adopted and each article, section, subsection, subdivision, sentence,
\nclause or phrase thereof, irrespective of the fact that any one or more
\narticles, sections, subsections, subdivisions, sentences, clauses or phrases is
\nor are illegal.<\/p>\n

8.12<\/strong> NOTICES<\/em><\/strong><\/p>\n

Any reference in these Bylaws to the time a notice is given or sent means,
\nunless otherwise expressly provided, the time a written notice by mail is
\ndeposited in the United States mails, postage prepaid; or the time any other
\nwritten notice is personally delivered to the recipient or is delivered to a
\ncommon carrier for transmission, or actually transmitted by the person giving
\nthe notice by electronic means, to the recipient; or the time any oral notice is
\ncommunicated, in person or by telephone or wireless means, to the recipient or
\nto a person at the office of the recipient who the person giving the notice has
\nreason to believe will promptly communicate it to the recipient.<\/p>\n

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

NOTICE BY ELECTRONIC TRANSMISSION<\/strong><\/p>\n

9.1<\/strong> NOTICE BY ELECTRONIC
\nTRANSMISSION<\/em><\/strong><\/p>\n

Without limiting the manner by which notice otherwise may be given
\neffectively to stockholders pursuant to the DGCL, the Certificate of
\nIncorporation or these Bylaws, any notice to stockholders given by the
\nCorporation under any provision of the DGCL, the Certificate of Incorporation or
\nthese Bylaws shall be effective if given by a form of electronic transmission
\nconsented to by the stockholder to whom the notice is given. Any such consent
\nshall be revocable by the stockholder by written notice to the Corporation. Any
\nsuch consent shall be deemed revoked if:<\/p>\n

(i) the Corporation is unable to deliver by electronic transmission two
\nconsecutive notices given by the Corporation in accordance with such consent;
\nand<\/p>\n

(ii) such inability becomes known to the secretary or an assistant secretary
\nof the Corporation or to the transfer agent, or other person responsible for the
\ngiving of notice.<\/p>\n

However, the inadvertent failure to treat such inability as a revocation
\nshall not invalidate any meeting or other action.<\/p>\n

28<\/p>\n

\n

<\/p>\n

Any notice given pursuant to the preceding paragraph shall be deemed given:\n<\/p>\n

(i) if by facsimile telecommunication, when directed to a number at which the
\nstockholder has consented to receive notice;<\/p>\n

(ii) if by electronic mail, when directed to an electronic mail address at
\nwhich the stockholder has consented to receive notice;<\/p>\n

(iii) if by a posting on an electronic network together with separate notice
\nto the stockholder of such specific posting, upon the later of (A) such posting
\nand (B) the giving of such separate notice; and<\/p>\n

(iv) if by any other form of electronic transmission, when directed to the
\nstockholder.<\/p>\n

An affidavit of the secretary or an assistant secretary or of the transfer
\nagent or other agent of the Corporation that the notice has been given by a form
\nof electronic transmission shall, in the absence of fraud, be prima facie
\nevidence of the facts stated therein.<\/p>\n

9.2<\/strong> DEFINITION OF ELECTRONIC
\nTRANSMISSION<\/em><\/strong><\/p>\n

An “electronic transmission” means any form of communication, not directly
\ninvolving the physical transmission of paper, that creates a record that may be
\nretained, retrieved, and reviewed by a recipient thereof, and that may be
\ndirectly reproduced in paper form by such a recipient through an automated
\nprocess.<\/p>\n

9.3<\/strong> INAPPLICABILITY<\/em><\/strong><\/p>\n

Notice by a form of electronic transmission shall not apply to Section 164
\n(relating to failure to pay for stock; remedies), Section 296 (relating to
\nadjudication of claims; appeal), Section 311 (relating to revocation of
\nvoluntary dissolution), Section 312 (relating to renewal, revival, extension and
\nrestoration of certificate of incorporation) or Section 324 (relating to
\nattachment of shares of stock or any option, right or interest therein) of the
\nDGCL.<\/p>\n

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

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

Subject to Section 6.7 hereof, the original or other Bylaws of the
\ncorporation may be adopted, amended or repealed at any annual or special meeting
\nof stockholders, by the affirmative vote of the holders of a majority of the
\nvoting power of the stock issued and outstanding and entitled to vote thereat.
\nThe corporation may, in its Certificate of Incorporation, confer the power to
\nadopt, amend or repeal Bylaws upon the Board of Directors. The fact that such
\npower has been so<\/p>\n

29<\/p>\n

\n

<\/p>\n

conferred upon the Board of Directors shall not divest the stockholders of
\nthe power, nor limit their power to adopt, amend or repeal Bylaws.<\/p>\n

Whenever an amendment or new bylaw is adopted, it shall be copied in the book
\nof Bylaws with the original Bylaws, in the appropriate place. If any bylaw is
\nrepealed, the fact of repeal with the date of the meeting at which the repeal
\nwas enacted or the filing of the operative written consent(s) shall be stated in
\nsaid<\/p>\n

30<\/p>\n

<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6580],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9573,9574],"class_list":["post-41492","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-advent-software-inc","corporate_contracts_industries-technology__programming","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\/41492","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=41492"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41492"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41492"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41492"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}