{"id":41494,"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-amazon-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-amazon-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-amazon-com-inc.html","title":{"rendered":"Bylaws &#8211; Amazon.com Inc."},"content":{"rendered":"<pre>\n\n                                     BYLAWS\n\n                                       OF\n\n                                AMAZON.COM, INC.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nOriginally adopted on May 28, 1996\nAmendments are listed on p. i\n\n\n\n\n\n\n\n                                AMAZON.COM, INC.\n\n                                   AMENDMENTS\n\n\n\n                                                                          Date of\n   Section                      Effect of Amendment                      Amendment\n   -------                      -------------------                      ---------\n                                                                    \n     6.4               Add paragraph regarding Regulation S               4\/24\/98\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                                      -i-\n\n\n\n\n                                    CONTENTS\n\n\n                                                                               \nSECTION 1.        OFFICES .........................................................   1\n\nSECTION 2.        STOCKHOLDERS ....................................................   1\n        2.1       Annual Meeting ..................................................   1\n        2.2       Special Meetings ................................................   1\n        2.3       Place of Meeting ................................................   1\n        2.4       Notice of Meeting ...............................................   2\n        2.5       Business for Stockholders' Meetings .............................   2\n                  2.5.1      Business at Annual Meetings ..........................   2\n                  2.5.2      Business at Special Meetings .........................   3\n                  2.5.3      Notice to Corporation ................................   3\n        2.6       Waiver of Notice ................................................   3\n                  2.6.1      Waiver in Writing ....................................   3\n                  2.6.2      Waiver by Attendance .................................   3\n        2.7       Fixing of Record Date for Determining Stockholders ..............   4\n                  2.7.1      Meetings .............................................   4\n                  2.7.2      Consent to Corporate Action Without a Meeting ........   4\n                  2.7.3      Dividends, Distributions and Other Rights ............   4\n        2.8       Voting List .....................................................   5\n        2.9       Quorum ..........................................................   5\n        2.10      Manner of Acting ................................................   5\n        2.11      Proxies .........................................................   6\n                  2.11.1     Appointment ..........................................   6\n                  2.11.2     Delivery to Corporation; Duration ....................   6\n        2.12      Voting of Shares ................................................   6\n        2.13      Voting for Directors ............................................   6\n        2.14      Action by Stockholders Without a Meeting ........................   7\n        2.15      Inspectors of Election ..........................................   7\n                  2.15.1     Appointment ..........................................   7\n                  2.15.2     Duties ...............................................   8\n\nSECTION 3.        BOARD OF DIRECTORS ..............................................   8\n        3.1       General Powers ..................................................   8\n        3.2       Number and Tenure ...............................................   8\n        3.3       Nomination and Election. ........................................   9\n                  3.3.1      Nomination ...........................................   9\n                  3.3.2      Election .............................................  10\n        3.4       Annual and Regular Meetings .....................................  10\n        3.5       Special Meetings ................................................  10\n        3.6       Meetings by Telephone ...........................................  10\n\n\n\n\n                                       -i-\n\n\n\n                                                                               \n        3.7       Notice of Special Meetings ......................................  10\n                  3.7.1      Personal Delivery ....................................  10\n                  3.7.2      Delivery by Mail .....................................  11\n                  3.7.3      Delivery by Private Carrier ..........................  11\n                  3.7.4      Facsimile Notice .....................................  11\n                  3.7.5      Delivery by Telegraph ................................  11\n                  3.7.6      Oral Notice ..........................................  11\n        3.8       Waiver of Notice ................................................  11\n                  3.8.1      In Writing ...........................................  11\n                  3.8.2      By Attendance ........................................  12\n        3.9       Quorum ..........................................................  12\n        3.10      Manner of Acting ................................................  12\n        3.11      Presumption of Assent ...........................................  12\n        3.12      Action by Board or Committees Without a Meeting .................  12\n        3.13      Resignation .....................................................  12\n        3.14      Removal .........................................................  13\n        3.15      Vacancies .......................................................  13\n        3.16      Committees ......................................................  13\n                  3.16.1     Creation and Authority of Committees .................  13\n                  3.16.2     Audit Committee ......................................  14\n                  3.16.3     Compensation Committee ...............................  14\n                  3.16.4     Nominating and Organization Committee ................  14\n                  3.16.5     Minutes of Meetings ..................................  15\n                  3.16.6     Quorum and Manner of Acting ..........................  15\n                  3.16.7     Resignation ..........................................  15\n                  3.16.8     Removal ..............................................  15\n        3.17      Compensation ....................................................  15\n\nSECTION 4.        OFFICERS ........................................................  16\n        4.1       Number ..........................................................  16\n        4.2       Election and Term of Office .....................................  16\n        4.3       Resignation .....................................................  16\n        4.4       Removal .........................................................  16\n        4.5       Vacancies .......................................................  16\n        4.6       Chairman of the Board ...........................................  17\n        4.7       Chief Executive Officer .........................................  17\n        4.8       President .......................................................  17\n        4.9       Vice President ..................................................  17\n        4.10      Secretary .......................................................  18\n        4.11      Treasurer .......................................................  18\n        4.12      Salaries ........................................................  18\n\nSECTION 5.        CONTRACTS, LOANS, CHECKS AND DEPOSITS ...........................  18\n        5.1       Contracts .......................................................  18\n\n\n\n\n                                      -ii-\n\n\n\n                                                                               \n        5.2       Loans to the Corporation ........................................  18\n        5.3       Checks, Drafts, Etc. ............................................  18\n        5.4       Deposits ........................................................  19\n\nSECTION 6.        CERTIFICATES FOR SHARES AND THEIR TRANSFER ......................  19\n        6.1       Issuance of Shares ..............................................  19\n        6.2       Certificates for Shares .........................................  19\n        6.3       Stock Records ...................................................  19\n        6.4       Restriction on Transfer .........................................  20\n        6.5       Transfer of Shares ..............................................  20\n        6.6       Lost or Destroyed Certificates ..................................  20\n        6.7       Shares of Another Corporation ...................................  21\n\nSECTION 7.        BOOKS AND RECORDS ...............................................  21\n\nSECTION 8.        ACCOUNTING YEAR .................................................  21\n\nSECTION 9.        SEAL ............................................................  21\n\nSECTION 10.       INDEMNIFICATION .................................................  21\n        10.1      Right to Indemnification ........................................  21\n        10.2      Right of Indemnitee to Bring Suit ...............................  22\n        10.3      Nonexclusivity of Rights ........................................  23\n        10.4      Insurance, Contracts and Funding ................................  23\n        10.5      Indemnification of Employees and Agents of the\n                  Corporation .....................................................  23\n        10.6      Persons Serving Other Entities ..................................  23\n        10.7      Procedures for the Submission of Claims .........................  24\n\nSECTION 11.       AMENDMENTS OR REPEAL ............................................  24\n\n\n\n\n\n\n\n\n                                     -iii-\n\n                                     BYLAWS\n\n                                       OF\n\n                                AMAZON.COM, INC.\n\n\nSECTION 1.  OFFICES\n\n        The principal office of the corporation shall be located at its\nprincipal place of business or such other place as the Board of Directors (the\n'Board') may designate. The corporation may have such other offices, either\nwithin or without the state of Delaware, as the Board may designate or as the\nbusiness of the corporation may require from time to time.\n\nSECTION 2.  STOCKHOLDERS\n\n        2.1     ANNUAL MEETING\n\n        The annual meeting of the stockholders shall be held the second Thursday\nof May in each year at the principal office of the corporation or such other\nplace designated by the Board for the purpose of electing Directors and\ntransacting such other business as may properly come before the meeting. If the\nday fixed for the annual meeting is a legal holiday at the place of the meeting,\nthe meeting shall be held on the next succeeding business day. If the annual\nmeeting is not held on the date designated therefor, the Board shall cause the\nmeeting to be held as soon thereafter as may be convenient. At any time prior to\nthe commencement of the annual meeting, the Board may postpone the annual\nmeeting for a period of up to 120 days from the date fixed for such meeting in\naccordance with this subsection 2.1.\n\n        2.2     SPECIAL MEETINGS\n\n        The Chairman of the Board, the President, the Board or the holders of\nnot less than 30 percent of all the outstanding shares of the corporation\nentitled to vote on any issue proposed to be considered at the meeting may call\nspecial meetings of the stockholders for any purpose.\n\n        2.3     PLACE OF MEETING\n\n        All meetings shall be held at the principal office of the corporation or\nat such other place within or without the State of Delaware designated by the\nBoard, by any persons entitled to call a meeting hereunder or in a waiver of\nnotice signed by all of the stockholders entitled to notice of the meeting.\n\n\n\n        2.4     NOTICE OF MEETING\n\n        The Chairman of the Board, the President, the Secretary, the Board, or\nstockholders calling an annual or special meeting of stockholders as provided\nfor herein, shall cause to be delivered to each stockholder entitled to notice\nof or to vote at the meeting either personally or by mail, not less than 10 nor\nmore than 60 days before the meeting, written notice stating the place, day and\nhour of the meeting and, in the case of a special meeting, the purpose or\npurposes for which the meeting is called. Upon written request by the holders of\nnot less than the number of outstanding shares of the corporation specified in\nsubsection 2.2 hereof and entitled to vote at the meeting, it shall be the duty\nof the Secretary to give notice of a special meeting of stockholders to be held\non such date and at such place and hour as the Secretary may fix, not less than\n10 nor more than 60 days after receipt of said request, and if the Secretary\nshall neglect or refuse to issue such notice, the person making the request may\ndo so and may fix the date for such meeting. If such notice is mailed, it shall\nbe deemed delivered when deposited in the official government mail properly\naddressed to the stockholder at such stockholder's address as it appears on the\nstock transfer books of the corporation with postage prepaid. If the notice is\ntelegraphed, it shall be deemed delivered when the content of the telegram is\ndelivered to the telegraph company. Notice given in any other manner shall be\ndeemed delivered when dispatched to the stockholder's address, telephone number\nor other number appearing on the stock transfer records of the corporation.\n\n        2.5     BUSINESS FOR STOCKHOLDERS' MEETINGS\n\n                2.5.1   BUSINESS AT ANNUAL MEETINGS\n\n        In addition to the election of directors, other proper business may be\ntransacted at an annual meeting of stockholders, provided that such business\nmust be properly brought before such meeting. To be properly brought before an\nannual meeting, business must be (a) brought by or at the direction of the Board\nor (b) brought before the meeting by a stockholder pursuant to written notice\nthereof, in accordance with subsection 2.5.3 hereof, and received by the\nSecretary not fewer than 60 nor more than 90 days prior to the date specified in\nsubsection 2.1 hereof for such annual meeting (or if less than 60 days' notice\nor prior public disclosure of the date of the annual meeting is given or made to\nthe stockholders, not later than the tenth day following the day on which the\nnotice of the date of the annual meeting was mailed or such public disclosure\nwas made). No business shall be conducted at any annual meeting of stockholders\nexcept in accordance with this subsection 2.5.1, unless the application of this\nsubsection 2.5.1 to a particular matter is waived in writing by the Board of\nDirectors. If the facts warrant, the Board, or the chairman of an annual meeting\nof stockholders, may determine and declare that (a) a proposal does not\nconstitute proper business to be transacted at the meeting or (b) business was\nnot properly brought before the meeting in accordance with the provisions of\nthis subsection 2.5.1 and, if, it is so determined in either case, any such\nbusiness shall not be transacted. The procedures set forth in this subsection\n2.5.1 for business to be properly\n\n\n\n                                      -2-\n\nbrought before an annual meeting by a stockholder are in addition to, and not\nin lieu of, the requirements set forth in Rule 14a-8 under Section 14 of the\nSecurities Exchange Act of 1934, as amended, or any successor provision.\n\n                2.5.2   BUSINESS AT SPECIAL MEETINGS\n\n        At any special meeting of the stockholders, only such business as is\nspecified in the notice of such special meeting given by or at the direction of\nthe person or persons calling such meeting, in accordance with subsection 2.4\nhereof, shall come before such meeting.\n\n                2.5.3   NOTICE TO CORPORATION\n\n        Any written notice required to be delivered by a stockholder to the\ncorporation pursuant to subsection 2.2, subsection 2.4, subsection 2.5.1 or\nsubsection 2.5.2 hereof must be given, either by personal delivery or by\nregistered or certified mail, postage prepaid, to the Secretary at the\ncorporation's executive offices. Any such stockholder notice shall set forth (i)\nthe name and address of the stockholder proposing such business; (ii) a\nrepresentation that the stockholder is entitled to vote at such meeting and a\nstatement of the number of shares of the corporation that are beneficially owned\nby the stockholder; (iii) a representation that the stockholder intends to\nappear in person or by proxy at the meeting to propose such business; and (iv)\nas to each matter the stockholder proposes to bring before the meeting, a brief\ndescription of the business desired to be brought before the meeting, the\nreasons for conducting such business at the meeting, the language of the\nproposal (if appropriate), and any material interest of the stockholder in such\nbusiness.\n\n        2.6     WAIVER OF NOTICE\n\n                2.6.1   WAIVER IN WRITING\n\n        Whenever any notice is required to be given to any stockholder under the\nprovisions of these Bylaws, the Certificate of Incorporation or the General\nCorporation Law of the State of Delaware, as now or hereafter amended (the\n'DGCL'), a waiver thereof in writing, signed by the person or persons entitled\nto such notice, whether before or after the time stated therein, shall be deemed\nequivalent to the giving of such notice.\n\n                2.6.2   WAIVER BY ATTENDANCE\n\n        The attendance of a stockholder at a meeting shall constitute a waiver\nof notice of such meeting, except when a stockholder attends a meeting for the\nexpress purpose of objecting, at the beginning of the meeting, to the\ntransaction of any business because the meeting is not lawfully called or\nconvened.\n\n\n\n                                      -3-\n\n\n        2.7     FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS\n\n                2.7.1   MEETINGS\n\n        For the purpose of determining stockholders entitled to notice of and to\nvote at any meeting of stockholders or any adjournment thereof, the Board may\nfix a record date, which record date shall not precede the date upon which the\nresolution fixing the record date is adopted by the Board, and which record date\nshall not be more than 60 (or the maximum number permitted by applicable law)\nnor less than 10 days before the date of such meeting. If no record date is\nfixed by the Board, the record date for determining stockholders entitled to\nnotice of and to vote at a meeting of stockholders shall be at the close of\nbusiness on the day next preceding the day on which notice is given, or, if\nnotice is waived, at the close of business on the day next preceding the day on\nwhich the meeting is held. A determination of stockholders of record entitled to\nnotice of and to vote at the meeting of stockholders shall apply to any\nadjournment of the meeting; provided, however, that the Board may fix a new\nrecord date for the adjourned meeting.\n\n                2.7.2   CONSENT TO CORPORATE ACTION WITHOUT A MEETING\n\n        For the purpose of determining stockholders entitled to consent to\ncorporate action in writing without a meeting, the Board may fix a record date,\nwhich record date shall not precede the date upon which the resolution fixing\nthe record date is adopted by the Board, and which date shall not be more than\n10 (or the maximum number permitted by applicable law) days after the date upon\nwhich the resolution fixing the record date is adopted by the Board. If no\nrecord date has been fixed by the Board, the record date for determining\nstockholders entitled to consent to corporate action in writing without a\nmeeting, when no prior action by the Board is required by Chapter 1 of the DGCL,\nshall be the first date on which a signed written consent setting forth the\naction taken or proposed to be taken is delivered to the corporation by delivery\nto its registered office in the State of Delaware, its principal place of\nbusiness, or an officer or agent of the corporation having custody of the book\nin which proceedings of meetings of stockholders are recorded. Delivery made to\nthe corporation's registered office shall be by hand or by certified or\nregistered mail, return receipt requested. If no record date has been fixed by\nthe Board and prior action by the Board is required by Chapter 1 of the DGCL,\nthe record date for determining stockholders entitled to consent to corporate\naction in writing without a meeting shall be at the close of business on the day\non which the Board adopts the resolution taking such prior action.\n\n                2.7.3   DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS\n\n        For the purpose of determining stockholders entitled to receive payment\nof any 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,\nthe Board may fix a record date, which record date shall not precede the date\nupon which the resolution fixing the record date is adopted, and which record\ndate shall be not more than 60 (or the maximum number permitted by\n\n\n\n                                      -4-\n\n\napplicable law) days prior to such action. If no record date is fixed, the\nrecord date for determining stockholders for any such purpose shall be at the\nclose of business on the day on which the Board adopts the resolution relating\nthereto.\n\n        2.8     VOTING LIST\n\n        At least 10 days before each meeting of stockholders, a complete list of\nthe stockholders entitled to vote at such meeting, or any adjournment thereof,\nshall be made, arranged in alphabetical order, with the address of and number of\nshares held by each stockholder. This list shall be open to examination by any\nstockholder, for any purpose germane to the meeting, during ordinary business\nhours, for a period of 10 days prior to the meeting, either at a place within\nthe city where the meeting is to be held, which place shall be specified in the\nnotice of the meeting, or, if not so specified, at the place where the meeting\nis to be held. This list shall also be produced and kept at such meeting for\ninspection by any stockholder who is present.\n\n        2.9     QUORUM\n\n        A majority of the outstanding shares of the corporation entitled to\nvote, present in person or represented by proxy at the meeting, shall constitute\na quorum at a meeting of the stockholders; provided, that where a separate vote\nby a class or classes is required, a majority of the outstanding shares of such\nclass or classes, present in person or represented by proxy at the meeting,\nshall constitute a quorum entitled to take action with respect to that vote on\nthat matter. If less than a majority of the outstanding shares entitled to vote\nare represented at a meeting, a majority of the shares so represented may\nadjourn the meeting from time to time without further notice. If a quorum is\npresent or represented at a reconvened meeting following such an adjournment,\nany business may be transacted that might have been transacted at the meeting as\noriginally called. The stockholders present at a duly organized meeting may\ncontinue to transact business until adjournment, notwithstanding the withdrawal\nof enough stockholders to leave less than a quorum.\n\n        2.10    MANNER OF ACTING\n\n        In all matters other than the election of Directors, if a quorum is\npresent, the affirmative vote of the majority of the outstanding shares present\nin person or represented by proxy at the meeting and entitled to vote on the\nsubject matter shall be the act of the stockholders, unless the vote of a\ngreater number is required by these Bylaws, the Certificate of Incorporation or\nthe DGCL. Where a separate vote by a class or classes is required, if a quorum\nof such class or classes is present, the affirmative vote of the majority of\noutstanding shares of such class or classes present in person or represented by\nproxy at the meeting shall be the act of such class or classes, unless the vote\nof a greater number is required by these Bylaws, the Certificate of\nIncorporation or the DGCL. Directors shall be elected by a plurality of the\nvotes of the shares present in person or represented by proxy at the meeting and\nentitled to vote on the election of Directors.\n\n\n\n                                      -5-\n\n\n        2.11    PROXIES\n\n                2.11.1  APPOINTMENT\n\n        Each stockholder entitled to vote at a meeting of stockholders or to\nexpress consent or dissent to corporate action in writing without a meeting may\nauthorize another person or persons to act for such stockholder by proxy. Such\nauthorization may be accomplished by (a) the stockholder or such stockholder's\nauthorized officer, director, employee or agent executing a writing or causing\nhis or her signature to be affixed to such writing by any reasonable means,\nincluding facsimile signature or (b) by transmitting or authorizing the\ntransmission of a telegram, cablegram or other means of electronic transmission\nto the intended holder of the proxy or to a proxy solicitation firm, proxy\nsupport service or similar agent duly authorized by the intended proxy holder to\nreceive such transmission; provided, that any such telegram, cablegram or other\nelectronic transmission must either set forth or be accompanied by information\nfrom which it can be determined that the telegram, cablegram or other electronic\ntransmission was authorized by the stockholder. Any copy, facsimile\ntelecommunication or other reliable reproduction of the writing or transmission\nby which a stockholder has authorized another person to act as proxy for such\nstockholder may be substituted or used in lieu of the original writing or\ntransmission for any and all purposes for which the original writing or\ntransmission could be used, provided that such copy, facsimile telecommunication\nor other reproduction shall be a complete reproduction of the entire original\nwriting or transmission.\n\n                2.11.2  DELIVERY TO CORPORATION; DURATION\n\n        A proxy shall be filed with the Secretary before or at the time of the\nmeeting or the delivery to the corporation of the consent to corporate action in\nwriting. A proxy shall become invalid three years after the date of its\nexecution unless otherwise provided in the proxy. A proxy with respect to a\nspecified meeting shall entitle the holder thereof to vote at any reconvened\nmeeting following adjournment of such meeting but shall not be valid after the\nfinal adjournment thereof.\n\n        2.12    VOTING OF SHARES\n\n        Each outstanding share entitled to vote with respect to the subject\nmatter of an issue submitted to a meeting of stockholders shall be entitled to\none vote upon each such issue.\n\n        2.13    VOTING FOR DIRECTORS\n\n        Each stockholder entitled to vote at an election of Directors may vote,\nin person or by proxy, the number of shares owned by such stockholder for as\nmany persons as there are Directors to be elected and for whose election such\nstockholder has a right to vote; provided, however, that no cumulative voting\nshall be permitted in the election of Directors.\n\n\n\n                                      -6-\n\n\n        2.14    ACTION BY STOCKHOLDERS WITHOUT A MEETING\n\n        Subject to the following paragraph, any action that is properly brought\nbefore the stockholders by or at the direction of the Board of Directors and\nthat could be taken at an annual or special meeting of stockholders may be taken\nwithout a meeting, without prior notice and without a vote, if a consent or\nconsents in writing, setting forth the action so taken, shall (a) be signed by\nthe holders of outstanding shares of capital stock entitled to be voted with\nrespect to the subject matter thereof having not less than the minimum number of\nvotes that would be necessary to authorize or take such action at a meeting at\nwhich all shares entitled to vote thereon were present and voted (as determined\nin accordance with subsection 2.6.2 hereof) and (b) be delivered to the\ncorporation by delivery to its registered office in the State of Delaware, its\nprincipal place of business, or an officer or agent of the corporation having\ncustody of the records of proceedings of meetings of stockholders. Delivery made\nto the corporation's registered office shall be by hand or by certified mail or\nregistered mail, return receipt requested. Every written consent shall bear the\ndate of signature of each stockholder who signs the consent, and no written\nconsent shall be effective to take the corporate action referred to therein\nunless written consents signed by the requisite number of stockholders entitled\nto vote with respect to the subject matter thereof are delivered to the\ncorporation, in the manner required by this Section 2, within 60 (or the maximum\nnumber permitted by applicable law) days of the earliest dated consent delivered\nto the corporation in the manner required by this Section 2. The validity of any\nconsent executed by a proxy for a stockholder pursuant to a telegram, cablegram\nor other means of electronic transmission transmitted to such proxy holder by or\nupon the authorization of the stockholder shall be determined by or at the\ndirection of the Secretary. A written record of the information upon which the\nperson making such determination relied shall be made and kept in the records of\nthe proceedings of the stockholders. Prompt notice of the taking of the\ncorporate action without a meeting by less than unanimous written consent shall\nbe given to those stockholders who have not consented in writing. Any such\nconsent shall be inserted in the minute book as if it were the minutes of a\nmeeting of the stockholders.\n\n        2.15    INSPECTORS OF ELECTION\n\n                2.15.1  APPOINTMENT\n\n        In advance of any meeting of stockholders after this corporation has\nbecome a Public Company (as defined below), the Board shall appoint one or more\npersons to act as inspectors of election at such meeting and to make a written\nreport thereof. The Board may designate one or more persons to serve as\nalternate inspectors to serve in place of any inspector who is unable or fails\nto act. If no inspector or alternate is able to act at a meeting of\nstockholders, the chairman of such meeting shall appoint one or more persons to\nact as inspector of elections at such meeting. This corporation shall be a\n'Public Company' upon the earliest of (a) a vote by the Board of Directors of\nthe corporation designating the corporation a Public Company, (b) when a\nregistration statement filed by the corporation\n\n\n\n                                      -7-\n\n\nunder the Securities Act of 1933, as amended, in connection with an offering of\nthe corporation's securities to the public first becomes effective or (c) upon\nthe effective date of the registration of the corporation's securities pursuant\nto Section 12 of the Securities Exchange Act of 1934, as amended.\n\n                2.15.2  DUTIES\n\n        The inspectors of election shall:\n\n                (a)      ascertain the number of shares of the corporation\n        outstanding and the voting power of each such share;\n\n                (b)      determine the shares represented at the meeting and the\n        validity of proxies and ballots;\n\n                (c)      count all votes and ballots;\n\n                (d)      determine and retain for a reasonable period of time a\n        record of the disposition of any challenges made to any determination by\n        them; and\n\n                (e)      certify their determination of the number of shares\n        represented at the meeting and their count of the votes and ballots.\n\n        The validity of any proxy or ballot shall be determined by the\ninspectors of election in accordance with the applicable provisions of these\nBylaws and the DGCL as then in effect. In determining the validity of any proxy\ntransmitted by telegram, cablegram or other electronic transmission, the\ninspectors shall record in writing the information upon which they relied in\nmaking such determination. Each inspector of elections shall, before entering\nupon the discharge of his or her duties, take and sign an oath to faithfully\nexecute the duties of inspector with strict impartiality and according to the\nbest of his or her ability. The inspectors of election may appoint or retain\nother persons or entities to assist them in the performance of their duties.\n\nSECTION 3.  BOARD OF DIRECTORS\n\n        3.1     GENERAL POWERS\n\n        The business and affairs of the corporation shall be managed by the\nBoard.\n\n        3.2     NUMBER AND TENURE\n\n        The Board shall be composed of not less than one nor more than nine\nDirectors, the specific number to be set by resolution of the Board. No decrease\nin the number of Directors shall have the effect of shortening the term of any\nincumbent Director. Each Director shall serve for the term he or she was\nelected, or until his or her successor shall have been elected and qualified, or\nuntil his or her death, resignation or removal from\n\n\n\n                                      -8-\n\n\noffice. Directors need not be stockholders of the corporation or residents of\nthe State of Delaware.\n\n        3.3     NOMINATION AND ELECTION.\n\n                3.3.1   NOMINATION\n\n        Only persons who are nominated in accordance with the following\nprocedures shall be eligible for election as Directors. Nominations for the\nelection of Directors may be made (a) by or at the direction of the Board or (b)\nby any stockholder of record entitled to vote for the election of Directors at\nsuch meeting; provided, however, that a stockholder may nominate persons for\nelection as Directors only if written notice (in accordance with subsection\n2.5.3 hereof) of such stockholder's intention to make such nominations is\nreceived by the Secretary not later than (i) with respect to an election to be\nheld at an annual meeting of stockholders, not fewer than 60 nor more than 90\ndays prior to the date specified in subsection 2.1 hereof for such annual\nmeeting (or if less than 60 days' notice or prior public disclosure of the date\nof the annual meeting is given or made to the stockholders, not later than the\ntenth day following the day on which such notice of the date of the annual\nmeeting was mailed or such public disclosure was made) and (ii) with respect to\nan election to be held at a special meeting of stockholders for the election of\nDirectors, the close of business on the seventh business day following the date\non which notice of such meeting is first given to stockholders. Any such\nstockholder's notice shall set forth (a) the name and address of the stockholder\nwho intends to make a nomination; (b) a representation that the stockholder is\nentitled to vote at such meeting and a statement of the number of shares of the\ncorporation that are beneficially owned by the stockholder; (c) a representation\nthat the stockholder intends to appear in person or by proxy at the meeting to\nnominate the person or persons specified in the notice; (d) as to each person\nthe stockholder proposes to nominate for election or re-election as a Director,\nthe name and address of such person and, if the corporation is then a Public\nCompany, such other information regarding such nominee as would be required in a\nproxy statement filed pursuant to the proxy rules of the Securities and Exchange\nCommission had such nominee been nominated by the Board, and a description of\nany arrangements or understandings, between the stockholder and such nominee and\nany other persons (including their names), pursuant to which the nomination is\nto be made; and (e) the consent of each such nominee to serve as a Director if\nelected. If the facts warrant, the Board, or the chairman of a stockholders'\nmeeting at which Directors are to be elected, may determine and declare that a\nnomination was not made in accordance with the foregoing procedure and, if it is\nso determined, the defective nomination shall be disregarded. The procedures set\nforth in this subsection 3.3 for nomination for the election of Directors by\nstockholders are in addition to, and not in limitation of, any procedures now in\neffect or hereafter adopted by or at the direction of the Board or any committee\nthereof.\n\n\n\n                                      -9-\n\n\n                3.3.2   ELECTION\n\n        At each election of Directors, the persons receiving the greatest number\nof votes shall be the Directors.\n\n        3.4     ANNUAL AND REGULAR MEETINGS\n\n        An annual Board meeting shall be held without notice immediately after\nand at the same place as the annual meeting of stockholders. By resolution, the\nBoard or any committee designated by the Board may specify the time and place\neither within or without the State of Delaware for holding regular meetings\nthereof without other notice than such resolution.\n\n        3.5     SPECIAL MEETINGS\n\n        Special meetings of the Board or any committee appointed by the Board\nmay be called by or at the request of the Chairman of the Board, the Chief\nExecutive Officer, the President, the Secretary or, in the case of special Board\nmeetings, any Director, and, in the case of any special meeting of any committee\nappointed by the Board, by the Chairman thereof. The person or persons\nauthorized to call special meetings may fix any place either within or without\nthe State of Delaware as the place for holding any special meeting called by\nthem.\n\n        3.6     MEETINGS BY TELEPHONE\n\n        Members of the Board or any committee designated by the Board may\nparticipate in a meeting of such Board or committee by means of conference\ntelephone or similar communications equipment by means of which all persons\nparticipating in the meeting can hear each other. Participation by such means\nshall constitute presence in person at a meeting.\n\n        3.7     NOTICE OF SPECIAL MEETINGS\n\n        Notice of a special Board or committee meeting stating the place, day\nand hour of the meeting shall be given to a Director in writing or orally by\ntelephone or in person. Neither the business to be transacted at, nor the\npurpose of, any special meeting need be specified in the notice of such meeting.\n\n                3.7.1   PERSONAL DELIVERY\n\n        If notice is given by personal delivery, the notice shall be effective\nif delivered to a Director at least two days before the meeting.\n\n\n\n                                      -10-\n\n\n                3.7.2   DELIVERY BY MAIL\n\n        If notice is delivered by mail, the notice shall be deemed effective if\ndeposited in the official government mail properly addressed to a Director at\nhis or her address shown on the records of the corporation with postage prepaid\nat least five days before the meeting.\n\n                3.7.3   DELIVERY BY PRIVATE CARRIER\n\n        If notice is given by private carrier, the notice shall be deemed\neffective when dispatched to a Director at his or her address shown on the\nrecords of the corporation at least three days before the meeting.\n\n                3.7.4   FACSIMILE NOTICE\n\n        If notice is delivered by wire or wireless equipment that transmits a\nfacsimile of the notice, the notice shall be deemed effective when dispatched at\nleast two days before the meeting to a Director at his or her telephone number\nor other number appearing on the records of the corporation.\n\n                3.7.5   DELIVERY BY TELEGRAPH\n\n        If notice is delivered by telegraph, the notice shall be deemed\neffective if the content thereof is delivered to the telegraph company at least\ntwo days before the meeting for delivery to a Director at his or her address\nshown on the records of the corporation.\n\n                3.7.6   ORAL NOTICE\n\n        If notice is delivered orally, by telephone or in person, the notice\nshall be deemed effective if personally given to the Director at least two days\nbefore the meeting.\n\n        3.8     WAIVER OF NOTICE\n\n                3.8.1   IN WRITING\n\n        Whenever any notice is required to be given to any Director under the\nprovisions of these Bylaws, the Certificate of Incorporation or the DGCL, a\nwaiver thereof in writing, signed by the person or persons entitled to such\nnotice, whether before or after the time stated therein, shall be deemed\nequivalent to the giving of such notice. Neither the business to be transacted\nat, nor the purpose of, any regular or special meeting of the Board or any\ncommittee appointed by the Board need be specified in the waiver of notice of\nsuch meeting.\n\n                3.8.2   BY ATTENDANCE\n\n        The attendance of a Director at a Board or committee meeting shall\nconstitute a waiver of notice of such meeting, except when a Director attends a\nmeeting for the express\n\n\n\n                                      -11-\n\n\npurpose of objecting, at the beginning of the meeting, to the transaction of any\nbusiness because the meeting is not lawfully called or convened.\n\n        3.9     QUORUM\n\n        A majority of the total number of Directors fixed by or in the manner\nprovided in these Bylaws or, if vacancies exist on the Board, a majority of the\ntotal number of Directors then serving on the Board, provided, however, that\nsuch number may be not less than one-third of the total number of Directors\nfixed by or in the manner provided in these Bylaws, shall constitute a quorum\nfor the transaction of business at any Board meeting. If less than a majority\nare present at a meeting, a majority of the Directors present may adjourn the\nmeeting from time to time without further notice.\n\n        3.10    MANNER OF ACTING\n\n        The act of the majority of the Directors present at a Board or committee\nmeeting at which there is a quorum shall be the act of the Board or committee,\nunless the vote of a greater number is required by these Bylaws, the Certificate\nof Incorporation or the DGCL.\n\n        3.11    PRESUMPTION OF ASSENT\n\n        A Director of the corporation present at a Board or committee meeting at\nwhich action on any corporate matter is taken shall be presumed to have assented\nto the action taken unless his or her dissent is entered in the minutes of the\nmeeting, or unless such Director files a written dissent to such action with the\nperson acting as the secretary of the meeting before the adjournment thereof, or\nforwards such dissent by registered mail to the Secretary of the corporation\nimmediately after the adjournment of the meeting. A Director who voted in favor\nof such action may not dissent.\n\n        3.12    ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING\n\n        Any action that could be taken at a meeting of the Board or of any\ncommittee appointed by the Board may be taken without a meeting if a written\nconsent setting forth the action so taken is signed by each of the Directors or\nby each committee member. Any such written consent shall be inserted in the\nminute book as if it were the minutes of a Board or a committee meeting.\n\n        3.13    RESIGNATION\n\n        Any Director may resign at any time by delivering written notice to the\nChairman of the Board, the Chief Executive Officer, the President, the Secretary\nor the Board, or to the registered office of the corporation. Any such\nresignation shall take effect at the time specified therein, or if the time is\nnot specified, upon delivery thereof and, unless otherwise specified therein,\nthe acceptance of such resignation shall not be necessary to make it effective.\n\n\n\n                                      -12-\n\n\n        3.14    REMOVAL\n\n        At a meeting of stockholders called expressly for that purpose, or\nwithout a meeting pursuant to Section 2.14 of these Bylaws, one or more members\nof the Board (including the entire Board) may be removed, with or without cause,\nby the holders of not less than a majority of the shares entitled to elect the\nDirector or Directors whose removal is sought in the manner provided by these\nBylaws.\n\n        3.15    VACANCIES\n\n        Any vacancy occurring on the Board may be filled only by the affirmative\nvote of a majority of the remaining Directors, whether or not they constitute a\nquorum of the Board. A Director elected to fill a vacancy shall be elected for\nthe unexpired term of his or her predecessor in office, if any. Any directorship\nto be filled by reason of an increase in the number of Directors may be filled\nby the Board for a term of office continuing only until the next election of\nDirectors, and until his or her successor shall be elected and qualify.\n\n        3.16    COMMITTEES\n\n                3.16.1  CREATION AND AUTHORITY OF COMMITTEES\n\n        The Board may, by resolution passed by a majority of the number of\nDirectors fixed by or in the manner provided in these Bylaws, appoint standing\nor temporary committees, each committee to consist of one or more Directors of\nthe corporation. The Board may designate one or more Directors as alternate\nmembers of any committee, who may replace any absent or disqualified member at\nany meeting of the committee. In the absence or disqualification of a member of\na committee, the member or members thereof present at any meeting and not\ndisqualified from voting, whether or not such member or members constitute a\nquorum, may unanimously appoint another member of the Board to act at the\nmeeting in the place of any such absent or disqualified member. Any such\ncommittee, to the extent provided in the resolution of the Board establishing\nsuch committee or as otherwise provided in these Bylaws, shall have and may\nexercise all the powers and authority of the Board in the management of the\nbusiness and affairs of the corporation, and may authorize the seal of the\ncorporation to be affixed to all papers that require it; but no such committee\nshall have the power or authority in reference to (a) amending the Certificate\nof Incorporation (except that a committee may, to the extent authorized in the\nresolution or resolutions providing for the issuance of shares of stock adopted\nby the Board as provided in Section 151(a) of the DGCL, fix the designations,\npreferences or rights of such shares to the extent permitted under Section 141\nof the DGCL), (b) adopting an agreement of merger or consolidation under\nSections 251 or 252 of the DGCL, (c) recommending to the stockholders the sale,\nlease or exchange or other disposition of all or substantially all of the\nproperty and assets of the corporation, (d) recommending to the stockholders a\ndissolution of the corporation or a revocation of a dissolution, or (e) amending\nthese Bylaws; and, unless expressly provided by resolution of the Board, no such\ncommittee shall have the power or authority to declare a dividend, to authorize\nthe\n\n\n\n                                      -13-\n\n\nissuance of stock or to adopt a certificate of ownership and merger pursuant to\nSection 253 of the DGCL.\n\n                3.16.2  AUDIT COMMITTEE\n\n        In addition to any committees appointed pursuant to this subsection\n3.16, no later than such time as this corporation may become a Public Company\nthere shall be an Audit Committee, appointed annually by the Board, consisting\nof at least two Directors who are not members of management. It shall be the\nresponsibility of the Audit Committee, if and when appointed, to review the\nscope and results of the annual independent audit of books and records of the\ncorporation, to review compliance with all corporate policies which have been\napproved by the Board and to discharge such other responsibilities as may from\ntime to time be assigned to it by the Board. The Audit Committee shall meet at\nsuch times and places as the members deem advisable, and shall make such\nrecommendations to the Board as they consider appropriate.\n\n                3.16.3  COMPENSATION COMMITTEE\n\n        The Board may, in its discretion, designate a Compensation Committee\nconsisting of one or more Directors as it may from time to time determine. The\nduties of the Compensation Committee shall consist of the following: (a) to\nestablish and review periodically, but not less than annually, the compensation\nof the officers of the corporation and to make recommendations concerning such\ncompensation to the Board; (b) to consider incentive compensation plans for the\nemployees of the corporation; (c) to carry out the duties assigned to the\nCompensation Committee under any stock option plan or other plan approved by the\ncorporation; (d) to consult with the Chief Executive Officer or the President\nconcerning any compensation matters deemed appropriate by the Chief Executive\nOfficer or the President or the Compensation Committee; and (e) to perform such\nother duties as shall be assigned to the Compensation Committee by the Board.\n\n                3.16.4  NOMINATING AND ORGANIZATION COMMITTEE\n\n        The Board may, in its discretion, designate a Nominating and\nOrganization Committee consisting of one or more Directors as it may from time\nto time determine. The duties of the Nominating and Organization Committee shall\nconsist of the following: (a) to report and make recommendations to the Board on\nthe size and composition of the Board and nominees for Directors; (b) to\nevaluate the performance of the officers of the corporation and together with\nmanagement, select and recommend to the Board appropriate individuals for\nelection, appointment and promotion as officers of the corporation and ensure\nthe continuity of capable management; (c) to report and make recommendations to\nthe Board on the organization of the corporation; and (d) to perform such other\nduties as shall be assigned to the Nominating and Organization Committee by the\nBoard.\n\n\n\n                                      -14-\n\n\n                3.16.5  MINUTES OF MEETINGS\n\n        All committees so appointed shall keep regular minutes of their meetings\nand shall cause them to be recorded in books kept for that purpose.\n\n                3.16.6  QUORUM AND MANNER OF ACTING\n\n        A majority of the number of Directors composing any committee of the\nBoard, as established and fixed by resolution of the Board, shall constitute a\nquorum for the transaction of business at any meeting of such committee but, if\nless than a majority are present at a meeting, a majority of such Directors\npresent may adjourn the meeting from time to time without further notice. The\nact of a majority of the members of a committee present at a meeting at which a\nquorum is present shall be the act of such committee.\n\n                3.16.7  RESIGNATION\n\n        Any member of any committee may resign at any time by delivering written\nnotice to the Chairman of the Board, the Chief Executive Officer, the President,\nthe Secretary, the Board or the Chairman of such committee. Any such resignation\nshall take effect at the time specified therein or, if the time is not\nspecified, upon delivery thereof and, unless otherwise specified therein, the\nacceptance of such resignation shall not be necessary to make it effective.\n\n                3.16.8  REMOVAL\n\n        The Board may remove from office any member of any committee elected or\nappointed by it, but only by the affirmative vote of not less than a majority of\nthe number of Directors fixed by or in the manner provided in these Bylaws.\n\n        3.17    COMPENSATION\n\n        By Board resolution, Directors and committee members may be paid their\nexpenses, if any, of attendance at each Board or committee meeting, a fixed sum\nfor attendance at each Board or committee meeting, or a stated salary as\nDirector or a committee member, or a combination of the foregoing. No such\npayment shall preclude any Director or committee member from serving the\ncorporation in any other capacity and receiving compensation therefor.\n\nSECTION 4.  OFFICERS\n\n        4.1     NUMBER\n\n        The officers of the corporation shall be a Chief Executive Officer, a\nPresident, a Secretary and a Treasurer, each of whom shall be elected by the\nBoard. One or more Vice Presidents and such other officers and assistant\nofficers, including a Chairman of the Board, may be elected or appointed by the\nBoard, such officers and assistant officers to\n\n\n\n                                      -15-\n\n\nhold office for such period, have such authority and perform such duties as are\nprovided in these Bylaws or as may be provided by resolution of the Board. Any\nofficer may be assigned by the Board any additional title that the Board deems\nappropriate. The Board may delegate to any officer or agent the power to appoint\nany such subordinate officers or agents and to prescribe their respective terms\nof office, authority and duties. Any two or more offices may be held by the same\nperson.\n\n        4.2     ELECTION AND TERM OF OFFICE\n\n        The officers of the corporation shall be elected annually by the Board\nat the Board meeting held after the annual meeting of the stockholders. If the\nelection of officers is not held at such meeting, such election shall be held as\nsoon thereafter as a Board meeting conveniently may be held. Unless an officer\ndies, resigns or is removed from office, he or she shall hold office until the\nnext annual meeting of the Board or until his or her successor is elected.\n\n        4.3     RESIGNATION\n\n        Any officer may resign at any time by delivering written notice to the\nChairman of the Board, the Chief Executive Officer, the President, a Vice\nPresident, the Secretary or the Board. Any such resignation shall take effect at\nthe time specified therein or, if the time is not specified, upon delivery\nthereof and, unless otherwise specified therein, the acceptance of such\nresignation shall not be necessary to make it effective.\n\n        4.4     REMOVAL\n\n        Any officer or agent elected or appointed by the Board may be removed by\nthe Board whenever in its judgment the best interests of the corporation would\nbe served thereby, but such removal shall be without prejudice to the contract\nrights, if any, of the person so removed.\n\n        4.5     VACANCIES\n\n        A vacancy in any office because of death, resignation, removal,\ndisqualification, creation of a new office or any other cause may be filled by\nthe Board for the unexpired portion of the term, or for a new term established\nby the Board.\n\n        4.6     CHAIRMAN OF THE BOARD\n\n        If elected, the Chairman of the Board shall perform such duties as shall\nbe assigned to him or her by the Board from time to time and shall preside over\nmeetings of the Board and stockholders unless another officer is appointed or\ndesignated by the Board as chairman of such meeting.\n\n\n\n                                      -16-\n\n\n        4.7     CHIEF EXECUTIVE OFFICER\n\n        The Chief Executive Officer shall be the chief executive officer of the\ncorporation, shall preside over meetings of the Board and stockholders in the\nabsence of a Chairman of the Board and, subject to the Board's control, shall\nsupervise and control all of the assets, business and affairs of the\ncorporation. The Chief Executive Officer may sign certificates for shares of the\ncorporation, deeds, mortgages, bonds, contracts or other instruments, except\nwhen the signing and execution thereof have been expressly delegated by the\nBoard or by these Bylaws to some other officer or agent of the corporation or\nare required by law to be otherwise signed or executed by some other officer or\nin some other manner. In general, the Chief Executive Officer shall perform all\nduties incident to the office of Chief Executive Officer and such other duties\nas are prescribed by the Board from time to time.\n\n        4.8     PRESIDENT\n\n        In the event of the death of the Chief Executive Officer or his\ninability to act, the President shall perform the duties of the Chief Executive\nOfficer, except as may be limited by resolution of the Board, with all the\npowers of and subject to all the restrictions upon the Chief Executive Officer.\nThe President may sign with the Secretary or any Assistant Secretary\ncertificates for shares of the corporation. The President shall have, to the\nextent authorized by the Chief Executive Officer or the Board, the same powers\nas the Chief Executive Officer to sign deeds, mortgages, bonds, contracts or\nother instruments. The President shall perform such other duties as from time to\ntime may be assigned to him or her by the Chief Executive Officer or the Board.\n\n        4.9     VICE PRESIDENT\n\n        In the event of the death of the President or his or her inability to\nact, the Vice President (or if there is more than one Vice President, the Vice\nPresident who was designated by the Board as the successor to the President, or\nif no Vice President is so designated, the Vice President first elected to such\noffice) shall perform the duties of the President, except as may be limited by\nresolution of the Board, with all the powers of and subject to all the\nrestrictions upon the President. Any Vice President may sign with the Secretary\nor any Assistant Secretary certificates for shares of the corporation. Vice\nPresidents shall have, to the extent authorized by the President or the Board,\nthe same powers as the President to sign deeds, mortgages, bonds, contracts or\nother instruments. Vice Presidents shall perform such other duties as from time\nto time may be assigned to them by the President or the Board.\n\n        4.10    SECRETARY\n\n        The Secretary shall be responsible for preparation of minutes of\nmeetings of the Board and stockholders, maintenance of the corporation's records\nand stock registers, and authentication of the corporation's records and shall\nin general perform all duties incident to the office of Secretary and such other\nduties as from time to time may be assigned to him\n\n\n\n                                      -17-\n\n\nor her by the President or the Board. In the absence of the Secretary, an\nAssistant Secretary may perform the duties of the Secretary.\n\n        4.11    TREASURER\n\n        The Treasurer shall have charge and custody of and be responsible for\nall funds and securities of the corporation; receive and give receipts for\nmoneys due and payable to the corporation from any source whatsoever, and\ndeposit all such moneys in the name of the corporation in banks, trust companies\nor other depositories selected in accordance with the provisions of these\nBylaws; sign certificates for shares of the corporation; and in general perform\nall of the duties incident to the office of Treasurer and such other duties as\nfrom time to time may be assigned to him or her by the President or by the\nBoard. In the absence of the Treasurer, an Assistant Treasurer may perform the\nduties of the Treasurer.\n\n        4.12    SALARIES\n\n        The salaries of the officers shall be fixed from time to time by the\nBoard or by any person or persons to whom the Board has delegated such\nauthority. No officer shall be prevented from receiving such salary by reason of\nthe fact that he or she is also a Director of the corporation.\n\nSECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS\n\n        5.1     CONTRACTS\n\n        The Board may authorize any officer or officers, or agent or agents, to\nenter into any contract or execute and deliver any instrument in the name of and\non behalf of the corporation. Such authority may be general or confined to\nspecific instances.\n\n        5.2     LOANS TO THE CORPORATION\n\n        No loans for borrowed money shall be contracted on behalf of the\ncorporation and no evidences of indebtedness for borrowed money shall be issued\nin its name unless authorized by a resolution of the Board. Such authority may\nbe general or confined to specific instances.\n\n        5.3     CHECKS, DRAFTS, ETC.\n\n        All checks, drafts or other orders for the payment of money, notes or\nother evidences of indebtedness issued in the name of the corporation shall be\nsigned by such officer or officers, or agent or agents, of the corporation and\nin such manner as is from time to time determined by resolution of the Board.\n\n\n\n                                      -18-\n\n\n        5.4     DEPOSITS\n\n        All funds of the corporation not otherwise employed shall be deposited\nfrom time to time to the credit of the corporation in such banks, trust\ncompanies or other depositories as the Board may select.\n\nSECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER\n\n        6.1     ISSUANCE OF SHARES\n\n        No shares of the corporation shall be issued unless authorized by the\nBoard, which authorization shall include the maximum number of shares to be\nissued and the consideration to be received for each share.\n\n        6.2     CERTIFICATES FOR SHARES\n\n        Certificates representing shares of the corporation shall be signed by\nthe Chief Executive Officer or the President, or a Vice President, and by the\nTreasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary,\nany of whose signatures may be a facsimile. The Board may in its discretion\nappoint responsible banks, trust companies or other professionals from time to\ntime to act as transfer agents and registrars of the stock of the corporation;\nand, when such appointments shall have been made, no stock certificate shall be\nvalid until countersigned by one of such transfer agents and registered by one\nof such registrars. In case any officer, transfer agent or registrar who has\nsigned or whose facsimile signature has been placed upon a certificate shall\nhave ceased to be such officer, transfer agent or registrar before such\ncertificate is issued, it may be issued by the corporation with the same effect\nas if such person was such officer, transfer agent or registrar at the date of\nissue. All certificates shall include on their face written notice of any\nrestrictions that may be imposed on the transferability of such shares and shall\nbe consecutively numbered or otherwise identified.\n\n        6.3     STOCK RECORDS\n\n        The stock transfer books shall be kept at the registered office or\nprincipal place of business of the corporation or at the office of the\ncorporation's transfer agent or registrar. The name and address of each person\nto whom certificates for shares are issued, together with the class and number\nof shares represented by each such certificate and the date of issue thereof,\nshall be entered on the stock transfer books of the corporation. The person in\nwhose name shares stand on the books of the corporation shall be deemed by the\ncorporation to be the owner thereof for all purposes.\n\n        6.4     RESTRICTION ON TRANSFER\n\n        Except to the extent that the corporation has obtained an opinion of\ncounsel acceptable to the corporation that transfer restrictions are not\nrequired under applicable\n\n\n\n                                      -19-\n\n\nsecurities laws, or has otherwise satisfied itself that such transfer\nrestrictions are not required, all certificates representing shares of the\ncorporation shall bear a legend on the face of the certificate, or on the\nreverse of the certificate if a reference to the legend is contained on the\nface, that reads substantially as follows:\n\n        'The securities evidenced by this certificate have not been registered\n        under the Securities Act of 1933 or any applicable state law, and no\n        interest therein may be sold, distributed, assigned, offered, pledged or\n        otherwise transferred unless (a) there is an effective registration\n        statement under such Act and applicable state securities laws covering\n        any such transaction involving said securities or (b) this corporation\n        receives an opinion of legal counsel for the holder of these securities\n        (concurred in by legal counsel for this corporation) stating that such\n        transaction is exempt from registration or this corporation otherwise\n        satisfies itself that such transaction is exempt from registration.\n        Neither the offering of the securities nor any offering materials have\n        been reviewed by any administrator under the Securities Act of 1933 or\n        any applicable state law.'\n\n        [AMENDMENT ADOPTED BY THE BOARD ON APRIL 24, 1998] If any securities of\nthe corporation are issued pursuant to Regulation S ('Regulation S') of the\nSecurities Act of 1933, as amended (the '1933 Act'), the corporation will refuse\nto register any subsequent transfer of such securities if such transfer is not\nmade in accordance with Regulation S, pursuant to registration under the 1933\nAct or pursuant to an available exemption from registration under the 1933 Act.\n\n        6.5     TRANSFER OF SHARES\n\n        The transfer of shares of the corporation shall be made only on the\nstock transfer books of the corporation pursuant to authorization or document of\ntransfer made by the holder of record thereof or by his or her legal\nrepresentative, who shall furnish proper evidence of authority to transfer, or\nby his or her attorney-in-fact authorized by power of attorney duly executed and\nfiled with the Secretary of the corporation. All certificates surrendered to the\ncorporation for transfer shall be canceled and no new certificate shall be\nissued until the former certificates for a like number of shares shall have been\nsurrendered and canceled.\n\n        6.6     LOST OR DESTROYED CERTIFICATES\n\n        In the case of a lost, destroyed or mutilated certificate, a new\ncertificate may be issued therefor upon such terms and indemnity to the\ncorporation as the Board may prescribe.\n\n\n\n                                      -20-\n\n\n        6.7     SHARES OF ANOTHER CORPORATION\n\n        Shares owned by the corporation in another corporation, domestic or\nforeign, may be voted by such officer, agent or proxy as the Board may determine\nor, in the absence of such determination, by the Chief Executive Officer, the\nPresident or any Vice President of the corporation.\n\nSECTION 7.  BOOKS AND RECORDS\n\n        The corporation shall keep correct and complete books and records of\naccount, stock transfer books, minutes of the proceedings of its stockholders\nand Board and such other records as may be necessary or advisable.\n\nSECTION 8.  ACCOUNTING YEAR\n\n        The accounting year of the corporation shall be the calendar year,\nprovided that if a different accounting year is at any time selected for\npurposes of federal income taxes, the accounting year shall be the year so\nselected.\n\nSECTION 9.  SEAL\n\n        The seal of the corporation, if any, shall consist of the name of the\ncorporation, the state of its incorporation and the year of its incorporation.\n\nSECTION 10.  INDEMNIFICATION\n\n        10.1    RIGHT TO INDEMNIFICATION\n\n        Each person who was or is made a party or is threatened to be made a\nparty to or is otherwise involved (including, without limitation, as a witness)\nin any actual or threatened action, suit or proceeding, whether civil, criminal,\nadministrative or investigative (hereinafter a 'proceeding'), by reason of the\nfact that he or she is or was a Director or officer of the corporation or that,\nbeing or having been such a Director or officer of the corporation, he or she is\nor was serving at the request of the corporation as a Director, officer,\nemployee or agent of another corporation or of a partnership, joint venture,\ntrust or other enterprise, including service with respect to an employee benefit\nplan (hereinafter an 'indemnitee'), whether the basis of such proceeding is\nalleged action in an official capacity as such a Director or officer or in any\nother capacity while serving as such a Director or officer, shall be indemnified\nand held harmless by the corporation to the full extent permitted by the General\nCorporation Law of the State of Delaware, as the same exists or may hereafter be\namended (but, in the case of any such amendment, only to the extent that such\namendment permits the corporation to provide broader indemnification rights than\npermitted prior thereto), or by other applicable law as then in effect, against\nall expense, liability and loss (including attorneys' fees, judgments, fines,\nERISA excise taxes or penalties and amounts paid in settlement) actually and\nreasonably incurred or suffered by\n\n\n\n                                      -21-\n\n\nsuch indemnitee in connection therewith and such indemnification shall continue\nas to an indemnitee who has ceased to be a Director or officer and shall inure\nto the benefit of the indemnitee's heirs, executors and administrators;\nprovided, however, that except as provided in subsection 10.2 hereof with\nrespect to proceedings seeking to enforce rights to indemnification, the\ncorporation shall indemnify any such indemnitee in connection with a proceeding\n(or part thereof) initiated by such indemnitee only if such proceeding (or part\nthereof) was authorized or ratified by the Board. The right to indemnification\nconferred in this subsection 10.1 shall be a contract right and shall include\nthe right to be paid by the corporation the expenses incurred in defending any\nsuch proceeding in advance of its final disposition (hereinafter an 'advancement\nof expenses'); provided, however, that if the DGCL requires, an advancement of\nexpenses incurred by an indemnitee in his or her capacity as a Director or\nofficer (and not in any other capacity in which service was or is rendered by\nsuch indemnitee, including, without limitation, service to an employee benefit\nplan) shall be made only upon delivery to the corporation of an undertaking\n(hereinafter an 'undertaking'), by or on behalf of such indemnitee, to repay all\namounts so advanced if it shall ultimately be determined by final judicial\ndecision from which there is no further right to appeal that such indemnitee is\nnot entitled to be indemnified for such expenses under this subsection 10.1 or\notherwise.\n\n        10.2    RIGHT OF INDEMNITEE TO BRING SUIT\n\n        If a claim under subsection 10.1 hereof is not paid in full by the\ncorporation within 60 days after a written claim has been received by the\ncorporation, except in the case of a claim for an advancement of expenses, in\nwhich case the applicable period shall be 20 days, the indemnitee may at any\ntime thereafter bring suit against the corporation to recover the unpaid amount\nof the claim. If successful in whole or in part in any such suit, or in a suit\nbrought by the corporation to recover an advancement of expenses pursuant to the\nterms of an undertaking, the indemnitee shall be entitled to be paid also the\nexpense of prosecuting or defending such suit. The indemnitee shall be presumed\nto be entitled to indemnification under this Section 10 upon submission of a\nwritten claim (and, in an action brought to enforce a claim for an advancement\nof expenses, where the required undertaking, if any is required, has been\ntendered to the corporation), and thereafter the corporation shall have the\nburden of proof to overcome the presumption that the indemnitee is not so\nentitled. Neither the failure of the corporation (including its Board,\nindependent legal counsel or its stockholders) to have made a determination\nprior to the commencement of such suit that indemnification of the indemnitee is\nproper in the circumstances nor an actual determination by the corporation\n(including its Board, independent legal counsel or its stockholders) that the\nindemnitee is not entitled to indemnification shall be a defense to the suit or\ncreate a presumption that the indemnitee is not so entitled.\n\n        10.3    NONEXCLUSIVITY OF RIGHTS\n\n        The rights to indemnification and to the advancement of expenses\nconferred in this Section 10 shall not be exclusive of any other right that any\nperson may have or hereafter\n\n\n\n                                      -22-\n\n\nacquire under any statute, agreement, vote of stockholders or disinterested\nDirectors, provisions of the Certificate of Incorporation or Bylaws of the\ncorporation or otherwise. Notwithstanding any amendment to or repeal of this\nSection 10, any indemnitee shall be entitled to indemnification in accordance\nwith the provisions hereof with respect to any acts or omissions of such\nindemnitee occurring prior to such amendment or repeal.\n\n        10.4    INSURANCE, CONTRACTS AND FUNDING\n\n        The corporation may maintain insurance, at its expense, to protect\nitself and any Director, officer, employee or agent of the corporation or\nanother corporation, partnership, joint venture, trust or other enterprise\nagainst any expense, liability or loss, whether or not the corporation would\nhave the power to indemnify such person against such expense, liability or loss\nunder the DGCL. The corporation, without further stockholder approval, may enter\ninto contracts with any Director, officer, employee or agent in furtherance of\nthe provisions of this Section 10 and may create a trust fund, grant a security\ninterest or use other means (including, without limitation, a letter of credit)\nto ensure the payment of such amounts as may be necessary to effect\nindemnification as provided in this Section 10.\n\n        10.5    INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION\n\n        The corporation may, by action of the Board, grant rights to\nindemnification and advancement of expenses to employees or agents or groups of\nemployees or agents of the corporation with the same scope and effect as the\nprovisions of this Section 10 with respect to the indemnification and\nadvancement of expenses of Directors and officers of the corporation; provided,\nhowever, that an undertaking shall be made by an employee or agent only if\nrequired by the Board.\n\n        10.6    PERSONS SERVING OTHER ENTITIES\n\n        Any person who is or was a Director or officer of the corporation who is\nor was serving (a) as a Director or officer of another corporation of which a\nmajority of the shares entitled to vote in the election of its Directors is held\nby the corporation or (b) in an executive or management capacity in a\npartnership, joint venture, trust or other enterprise of which the corporation\nor a wholly owned subsidiary of the corporation is a general partner or has a\nmajority ownership shall be deemed to be so serving at the request of the\ncorporation and entitled to indemnification and advancement of expenses under\nsubsection 10.1 hereof.\n\n        10.7    PROCEDURES FOR THE SUBMISSION OF CLAIMS\n\n        The Board may establish reasonable procedures for the submission of\nclaims for indemnification pursuant to this Section 10, determination of the\nentitlement of any person thereto and review of any such determination. Such\nprocedures shall be set forth in an appendix to these Bylaws and shall be deemed\nfor all purposes to be a part hereof.\n\n\n\n                                      -23-\n\n\nSECTION 11.  AMENDMENTS OR REPEAL\n\n        The Board of Directors shall have the power to adopt, amend or repeal\nthe Bylaws of this corporation; provided, however, the Board of Directors may\nnot repeal or amend any bylaw that the stockholders have expressly provided may\nnot be amended or repealed by the Board of Directors. The stockholders shall\nalso have the power to adopt, amend or repeal the Bylaws of this corporation.\n\n        Notwithstanding any amendment to Section 10 hereof or repeal of these\nBylaws, or of any amendment or repeal of any of the procedures that may be\nestablished by the Board pursuant to Section 10 hereof, any indemnitee shall be\nentitled to indemnification in accordance with the provisions hereof and thereof\nwith respect to any acts or omissions of such indemnitee occurring prior to such\namendment or repeal.\n\n        The foregoing Bylaws were adopted by the Board of Directors on May 28,\n1996 and amended by the Board on April 24, 1998.\n\n\n\n                                       \/s\/ Jeffrey P. Bezos \/s\/\n                                       ---------------------------\n                                       Jeffrey P. Bezos, Secretary\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                      -24-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6645],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9573,9574],"class_list":["post-41494","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","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\/41494","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=41494"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41494"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41494"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41494"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}