{"id":41495,"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-apache-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-apache-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-apache-corp.html","title":{"rendered":"Bylaws – Apache Corp."},"content":{"rendered":"

BYLAWS OF
\nAPACHE CORPORATION
\n(As Amended July 21, 2011)<\/strong><\/p>\n

\n

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

\n

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

\n

The name of the corporation is Apache Corporation.<\/p>\n<\/p>\n

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

\n

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

\n

SECTION 1. The principal office of the corporation shall be in the City of
\nWilmington, County of New Castle, State of Delaware, and the name of its
\nresident agent in charge thereof is The Corporation Trust Company.<\/p>\n<\/p>\n

SECTION 2. The corporation may have such other offices either within or
\nwithout the State of Delaware as the board of directors may designate or as the
\nbusiness of the corporation may from time to time require.<\/p>\n<\/p>\n

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

\n

SEAL<\/strong><\/p>\n

\n

The corporate seal shall have inscribed upon it the name of the corporation
\nand other designations as the board of directors from time to time determine.
\nThere may be alternate seals of the corporation.<\/p>\n<\/p>\n

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

\n

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

\n

SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders of the
\ncorporation shall be held at the office of the corporation in the City of
\nHouston, Texas, or at any other place within or without the State of Delaware
\nthat shall be stated in the notice of the meeting.<\/p>\n<\/p>\n

Page 1<\/p>\n

\n

\n

SECTION 2. ANNUAL MEETINGS. The annual meeting of stockholders of the
\ncorporation shall be held at the place and time within or without the State of
\nDelaware that may be designated by the board of directors, on the last Thursday
\nin April in each year or on such other date as may be designated by the board of
\ndirectors, if not a legal holiday, and if a legal holiday, then at the same time
\non the next succeeding business day for the purpose of electing directors and
\nfor the transaction of any other business that may properly come before the
\nmeeting.<\/p>\n<\/p>\n

SECTION 3. SPECIAL MEETINGS OF THE STOCKHOLDERS. Special meetings of the
\nstockholders of the corporation, for any purpose or purposes, unless otherwise
\nprescribed by statute, may be called by the chairman of the board or the chief
\nexecutive officer and shall be called by the chairman of the board, chief
\nexecutive officer, or secretary at the request in writing of a majority of the
\nboard of directors. The request shall state the purpose or purposes of the
\nproposed meeting.<\/p>\n<\/p>\n

SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place,
\nday and hour of the meeting and in the case of special meeting, the purpose or
\npurposes for which the meeting is called, shall be delivered not less than ten
\nnor more than 60 days before the date of the meeting either personally, by mail
\nor other lawful means by or at the direction of the chairman of the board, the
\nchief executive officer, or the secretary to each stockholder of record entitled
\nto vote at the meetings. If mailed, the notice shall be deemed to be delivered
\nwhen deposited in the United States Postal Service, addressed to the stockholder
\nat his address as it appears on the stock transfer books of the corporation with
\npostage thereon prepaid.<\/p>\n<\/p>\n

SECTION 5. CLOSING OF TRANSFER BOOKS FOR FIXING OF RECORD DATE. For the
\npurpose of determining stockholders entitled to notice of or to vote at any
\nmeeting of stockholders or adjournment thereof, the board of directors may close
\nthe stock transfer books of the corporation for a period not exceeding 60 days
\npreceding the date of any meeting of stockholders. In lieu of closing the stock
\ntransfer books, the board of directors may fix in advance a date, not exceeding
\n60 days preceding the date of any meeting of stockholders, as a record date for
\nthe determination of the stockholders entitled to notice of and to vote at the
\nmeeting and any adjournment thereof, and only the stockholders as shall be
\nstockholders of record on the date so fixed shall be entitled to the notice of
\nand to vote at the meeting and any adjournment thereof.<\/p>\n<\/p>\n

SECTION 6. VOTING LISTS. The officer or agent having charge of the stock
\ntransfer books for shares of the corporation shall prepare and make, at least
\nten days before every meeting of the stockholders, a complete list of the
\nstockholders entitled to vote at the meeting, arranged in alphabetical order,
\nand showing the address of each stockholder and the number of shares registered
\nin the name of each stockholder. The list shall be open to the examination of
\nany stockholder during ordinary business hours, for a period of at least ten
\ndays prior to the meeting, either at a place within the city where the election
\nis to be held and which place shall be specified in the notice of the meeting,
\nor, if not so specified, at the place where the meeting is to be held, and the
\nlist shall be produced and kept at the time and place of the meeting during the
\nwhole time thereof, and subject to<\/p>\n<\/p>\n

Page 2<\/p>\n

\n

\n

the inspection of any stockholder who may be present. Upon the willful
\nneglect or refusal of the board of directors of the corporation to produce a
\nlist at any meeting of the stockholders at which an election is to be held in
\naccordance with this Section 6, they shall be ineligible to hold any office at
\nsuch election.<\/p>\n<\/p>\n

SECTION 7. VOTING RIGHTS. At each meeting of the stockholders of the
\ncorporation, every stockholder having the right to vote thereat shall be
\nentitled to vote in person or by proxy, but no proxy shall be voted after three
\nyears from its date unless the proxy provides for a longer period. Except as
\notherwise provided by law or the Certificate of Incorporation, each stockholder
\nshall have one vote for each share of stock having voting power registered in
\nhis name. The vote at an election for directors, and upon the demand of any
\nstockholder, the vote upon any question before a meeting of the stockholders,
\nshall be by written ballot. All elections shall be had and all questions decided
\nby a plurality vote except where by statute, by provision in the Certificate of
\nIncorporation or these bylaws it is otherwise provided.<\/p>\n<\/p>\n

Prior to any meeting, but subsequent to the date fixed by the board of
\ndirectors pursuant to Section 5 of Article IV of these bylaws, any proxy may
\nsubmit his proxy to the secretary for examination. The certificate of the
\nsecretary as to the regularity of the proxy and as to the number of shares held
\nby the persons who severally and respectively executed such proxies shall be
\nreceived as prima facie evidence of the number of shares represented by the
\nholder of the proxy for the purpose of establishing the presence of a quorum at
\nthe meeting and of organizing the same.<\/p>\n<\/p>\n

SECTION 8. QUORUM. The holders of a majority of the stock issued and
\noutstanding and entitled to vote thereat, initially present in person or
\nrepresented by proxy, shall be requisite, and shall constitute a quorum of all
\nmeetings of the stockholders for the transaction of business except as otherwise
\nprovided by law, by the Certificate of Incorporation, or by these bylaws. If,
\nhowever, a majority shall not be present or represented at any meeting of the
\nstockholders, the stockholders entitled to vote thereat, present in person or by
\nproxy, shall have power to adjourn the meeting from time to time, without
\nnotice, other than announcement at the meeting, until the requisite amount of
\nvoting stock shall be present. At the adjourned meeting at which the requisite
\namount of voting stock shall be represented, any business may be transacted
\nwhich might have been transacted at the meeting as originally notified.<\/p>\n<\/p>\n

SECTION 9. INSPECTORS. At each meeting of the stockholders, the polls shall
\nbe opened and closed. The proxies and the ballots shall be received and taken in
\ncharge and all questions touching the qualifications of voters and the validity
\nof proxies and the acceptance or rejection of votes shall be decided by three
\ninspectors. The inspectors shall be appointed by the board of directors before
\nor at the meeting, or if no appointment shall have been made, then by the
\npresiding officer at the meeting. If, for any reason any of the inspectors
\npreviously appointed shall fail to attend or refuse or be unable to serve,
\ninspectors in place of any so failing to attend or refusing or unable to serve
\nshall be appointed in like manner.<\/p>\n<\/p>\n

Page 3<\/p>\n

\n

\n

SECTION 10. WAIVER OF NOTICE. Whenever any notice whatever is required to be
\ngiven pursuant to the provisions of a statute, the Certificate of Incorporation
\nor these bylaws of the corporation, a waiver thereof in writing signed by the
\nperson or persons entitled to the notice, whether before or after the time
\nstated therein, shall be deemed equivalent thereto.<\/p>\n<\/p>\n

SECTION 11. STOCKHOLDER ACTION. Any action required or permitted to be taken
\nby the stockholders must be effected at a duly called annual or special meeting
\nof stockholders and may not be effected by any consent in writing by
\nstockholders.<\/p>\n<\/p>\n

SECTION 12. NOTICE OF STOCKHOLDER BUSINESS. At an annual meeting of the
\nstockholders, only business shall be conducted that has been properly brought
\nbefore the meeting. To be properly brought before an annual meeting, business
\nmust be (a) specified in the notice of meeting (or any supplement thereto) given
\nby or at the direction of the board of directors, (b) otherwise properly brought
\nbefore the meeting by or at the direction of the board of directors, or (c)
\notherwise properly brought before the meeting by a stockholder, which
\nstockholder must have given timely notice thereof in writing to the secretary of
\nthe corporation. To be timely, a stockholder153s notice must be delivered to or
\nmailed and received at the principal executive offices of the corporation not
\nless than 120 days prior to the meeting. A stockholders153 notice to the secretary
\nshall set forth as to each matter the stockholder proposes to bring before the
\nannual meeting (w) a brief description of the business desired to be brought
\nbefore the annual meeting, (x) the name and address, as they appear on the
\ncorporation153s books, of the stockholder proposing the business, (y) the class
\nand number of shares of the corporation which are beneficially owned by the
\nstockholder, and (z) any material interest of the stockholder in the business.
\nNotwithstanding anything in these bylaws to the contrary, no business shall be
\nconducted at an annual meeting except in accordance with the procedures set
\nforth in this Section 12. The chairman of an annual meeting shall, if the facts
\nwarrant, determine and declare to the meeting that business was not properly
\nbrought before the meeting in accordance with the provisions of this Section 12,
\nand if he should so determine, he shall so declare to the meeting and any
\nbusiness not properly brought before the meeting shall not be transacted. This
\nsection sets forth only the procedure by which business may be properly brought
\nbefore an annual meeting of stockholders and does not in any way grant
\nadditional rights to stockholders beyond those currently afforded them by law.\n<\/p>\n<\/p>\n

SECTION 13. NOTICE OF STOCKHOLDER NOMINEES. Only persons who are nominated in
\naccordance with the procedures set forth in this Section 13 shall be eligible
\nfor election as directors. Nominations of persons for election to the board of
\ndirectors of the corporation may be made at a meeting of stockholders, by or at
\nthe direction of the board of directors or by any stockholder of the corporation
\nentitled to vote for the election of directors at the meeting who complies with
\nthe notice procedures set forth in this Section 13. Any nominations, other than
\nthose made by or at the direction of the board of directors, shall be made
\npursuant to timely notice in writing to the secretary of the corporation. To be
\ntimely, a stockholder153s notice shall be delivered to or mailed and received at
\nthe principal executive offices of the corporation not less<\/p>\n<\/p>\n

Page 4<\/p>\n

\n

\n

than 120 days prior to the meeting. The stockholder153s notice shall set forth
\n(a) as to each person whom the stockholder proposes to nominate for election or
\nreelection as a director (i) the name, age, business address and residence
\naddress of the person, (ii) the principal occupation or employment of the
\nperson, (iii) the class and number of shares of the corporation which are
\nbeneficially owned by the person, and (iv) any other information relating to the
\nperson that is required to be disclosed in solicitations of proxies for election
\nof directors, or is otherwise required, in each case pursuant to Regulation 14A
\nunder the Securities Exchange Act of 1934, as amended (including without
\nlimitation the person153s written consent to being named in the proxy statement as
\na nominee and to serving as a director if elected); and (b) as to the
\nstockholder giving the notice (i) the name and address, as they appear on the
\ncorporation153s books, of the stockholder and (ii) the class and number of shares
\nof the corporation which are beneficially owned by the stockholder. At the
\nrequest of the board of directors, any person nominated by the board of
\ndirectors for election as a director shall furnish to the secretary of the
\ncorporation that information required to be set forth in a stockholder153s notice
\nof nomination which pertains to the nominee. No person shall be eligible for
\nelection as a director of the corporation unless nominated in accordance with
\nthe procedures set forth in this Section 13. The chairman of the meeting shall,
\nif the facts warrant, determine and declare to the meeting that a nomination was
\nnot made in accordance with the procedures prescribed by these bylaws, and if he
\nshould so determine, he shall so declare to the meeting and the defective
\nnomination shall be disregarded. This section sets forth only the procedure by
\nwhich nominations for directors may be made and does not in any way grant
\nadditional rights to stockholders beyond those currently afforded them by law.\n<\/p>\n<\/p>\n

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

\n

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

\n

SECTION 1. GENERAL POWERS. The property, business and affairs of the
\ncorporation shall be managed by its board of directors which may exercise all
\npowers of the corporation and do all lawful acts and things as are not by
\nstatute or by the Certificate of Incorporation or by these bylaws directed or
\nrequired to be exercised or done by the stockholders.<\/p>\n<\/p>\n

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The directors shall be elected
\nin the manner set forth in Article Ninth of the Certification of Incorporation
\nof the corporation; however, if the corporation has outstanding any shares of
\none or more series of stock with conditional rights to elect a set number of
\ndirectors, and if the conditions precedent to the exercise of any such rights
\narise, the number of directors of the corporation shall be automatically
\nincreased to permit the exercise of the voting rights of each such series of
\nstock. The term of office of directors shall be three years except as provided
\nin Article Ninth of the Certificate of Incorporation of the corporation.
\nDirectors need not be stockholders or residents of the State of Delaware. A
\nmajority of the directors shall be “independent” under the criteria set by any
\napplicable law, regulation and\/or listing standard.<\/p>\n<\/p>\n

Page 5<\/p>\n

\n

\n

At any meeting for the election of directors at which a quorum is present,
\neach director shall be elected by the vote of a majority of the votes cast
\nrepresenting shares present in person or by proxy and entitled to vote at the
\nmeeting. However, if the number of nominees on the ballot for any election of
\ndirectors exceeds the number of directors to be elected, then the directors
\nshall be elected by the vote of a plurality of the votes cast representing
\nshares present in person or by proxy and entitled to vote on the election of
\ndirectors.<\/p>\n<\/p>\n

For the purposes hereof, a majority of the votes cast means that the number
\nof shares voted “for” a director must exceed the number of votes cast “against”
\nthe election of that director. “Votes cast” shall not include abstentions.
\nBallots will not give stockholders the option to “withhold” votes from the
\nelection of directors, but rather will give the choice to vote “for” or
\n“against” each director or to abstain.<\/p>\n<\/p>\n

Promptly (and in any event within 10 days) after each meeting for the
\nelection of directors, each incumbent director who did not receive a majority of
\nthe votes cast representing shares present in person or by proxy and entitled to
\nvote at such meeting shall submit to the board of directors an irrevocable
\nletter of resignation, which shall become effective upon acceptance by the board
\nof directors. The board of directors will determine whether to accept or reject
\nsuch resignation, or what other action should be taken, and publicly disclose
\nand explain its decision on the corporation153s web site within 90 days from the
\ndate of the certification of election results. Any director not elected shall
\nnot participate in the board of director153s decision with respect to his or her
\nresignation.<\/p>\n<\/p>\n

If the board of directors determines to accept the resignation of an
\nunsuccessful incumbent, then the board of directors may fill the resulting
\nvacancy pursuant to Article V, Section 3 of these bylaws or may decrease the
\nsize of the board of directors pursuant to the provisions of Article Ninth of
\nthe Certificate of Incorporation of the corporation. If the board of directors
\nelects to fill the resulting vacancy, the corporate governance and nominating
\ncommittee will promptly recommend a candidate to the board of directors to fill
\nthe office formerly held by the unsuccessful incumbent. The board of directors
\nshall promptly consider and act upon the corporate governance and nominating
\ncommittee153s recommendation. The corporate governance and nominating committee,
\nin making its recommendation, and the board of directors, in acting on such
\nrecommendation, may consider any factors or other information that they
\ndetermine appropriate and relevant.<\/p>\n<\/p>\n

SECTION 3. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Any vacancies on the
\nboard of directors or any newly created directorships shall be filled by the
\nboard of directors in the manner set forth in Article Ninth of the Certificate
\nof Incorporation of the corporation.<\/p>\n<\/p>\n

SECTION 4. CATASTROPHE. During any emergency period following a national
\ncatastrophe due to enemy attack, or act of God, a majority of the surviving
\nmembers of the board who have not been rendered incapable of acting due to
\nphysical or mental incapacity<\/p>\n<\/p>\n

Page 6<\/p>\n

\n

\n

or due to the difficulty of transportation to the place of the meeting shall
\nconstitute a quorum for the purpose of filling vacancies on the board of
\ndirectors and among the elected and appointed officers of the corporation.<\/p>\n<\/p>\n

SECTION 5. PLACE OF MEETINGS. The directors of the corporation may hold their
\nmeetings, both regular and special, at a place or places within or without the
\nState of Delaware that the board of directors may from time to time determine.\n<\/p>\n<\/p>\n

SECTION 6. FIRST MEETING. The first meeting of the board of directors
\nfollowing the annual meeting of stockholders shall be held at the time and place
\nthat shall be fixed by the chairman of the board or the chief executive officer
\nand shall be called in the same manner as a special meeting.<\/p>\n<\/p>\n

SECTION 7. REGULAR MEETINGS. Regular meetings of the board of directors may
\nbe held without notice at the time and place that shall from time to time be
\ndetermined by the board of directors.<\/p>\n<\/p>\n

SECTION 8. SPECIAL MEETINGS. Special meetings of the board of directors may
\nbe called by the chairman of the board or the chief executive officer on three
\ndays notice to each director, either personally or by mail, by telegram, or by
\nfacsimile or other lawful means; special meetings of the board of directors
\nshall be called by the chairman of the board, chief executive officer, or
\nsecretary in like manner and upon like notice upon the written request of two
\ndirectors.<\/p>\n<\/p>\n

SECTION 9. QUORUM. At all meetings of the board of directors, a majority of
\nthe directors shall be necessary and sufficient to constitute a quorum for the
\ntransaction of business, and the act of a majority of the directors present at
\nany meeting, at which there is a quorum present, shall be the act of the board
\nof directors, except as may be otherwise specifically provided by statute, the
\nCertificate of Incorporation or by these bylaws. If at any meeting of the board
\nof directors there shall be less than a quorum present, a majority of those
\npresent may adjourn the meeting from time to time without notice, other than by
\nannouncement at the meeting, until a sufficient number of directors to
\nconstitute a quorum shall attend. At any adjourned meeting at which a quorum
\nshall be present, any business may be transacted which might have been
\ntransacted at the original meeting as originally notified.<\/p>\n<\/p>\n

SECTION 10. BUSINESS TO BE CONDUCTED. Unless otherwise indicated in the
\nnotice, any and all business may be transacted at a regular or special meeting
\nof the board of directors. In the event a special meeting of the board of
\ndirectors is held without notice, any and all business may be transacted at the
\nmeeting provided all directors are present.<\/p>\n<\/p>\n

SECTION 11. ORDER OF BUSINESS. At all meetings of the board of directors,
\nbusiness shall be transacted in the order that from time to time the board may
\ndetermine by resolution. At all meetings of the board of directors the chairman
\nof the board or in his absence the vice chairman, or in their absence the chief
\nexecutive officer shall preside. In<\/p>\n<\/p>\n

Page 7<\/p>\n

\n

\n

the absence of the chairman and vice chairman of the board and the chief
\nexecutive officer, the directors present shall elect any director as chairman of
\nthe meeting.<\/p>\n<\/p>\n

SECTION 12. COMPENSATION OF DIRECTORS. Directors of the corporation shall
\nreceive the compensation for their services that the board of directors may from
\ntime to time determine and all directors shall be reimbursed for their expenses
\nof attendance at each regular or special meeting of the board or any committee
\nthereof.<\/p>\n<\/p>\n

SECTION 13. COMMITTEES. The board of directors may by resolution passed by a
\nmajority of the board, in addition to the executive committee, designate one or
\nmore committees. Each such committee shall consist of one or more of the
\ndirectors of the corporation, such number to be set by resolution of the board
\nof directors, or as otherwise provided in Section 14 below. Any committee, to
\nthe extent provided in the resolution, shall have and may exercise the powers of
\nthe board of directors in the management of the business and affairs of the
\ncorporation, and may authorize the seal of the corporation to be affixed to all
\npapers which may require it. Any committee or committees shall have the name or
\nnames that may be determined from time to time by resolution adopted by the
\nboard of directors. Other than for a committee of one director, the chairman of
\nthe board and the chief executive officer shall be ex officio members of any
\nboard committee except the audit committee, the management development and
\ncompensation committee, and the stock plan committee.<\/p>\n<\/p>\n

SECTION 14. EXECUTIVE COMMITTEE.<\/p>\n<\/p>\n

A. MEMBERS. The executive committee shall consist of such number of directors
\nas set by resolution of the board of directors, with a minimum of four members,
\nand shall include the chairman and vice chairman of the board and the chief
\nexecutive officer as ex officio members, together with the other members of the
\nboard of directors, as may be the case, designated by the board of directors.\n<\/p>\n<\/p>\n

B. TERM OF OFFICE. Each of the elected members of the executive committee
\nshall be elected for a one year term and shall serve until his successor shall
\nhave been duly elected and qualified.<\/p>\n<\/p>\n

C. ELECTION. The election of members of the executive committee shall be held
\neach year at the first meeting of the board of directors following the annual
\nmeeting of stockholders. Should a member of the executive committee for any
\nreason be unable to serve for the term to which he was elected, the vacancy
\nshall be filled by the board of directors at its next meeting following the
\noccurrence of such vacancy.<\/p>\n<\/p>\n

D. COMPENSATION. Each member of the executive committee shall receive the
\ncompensation that the board of directors shall from time to time determine and
\nshall be reimbursed for their expenses of attendance at regular or special
\nmeetings.<\/p>\n<\/p>\n

Page 8<\/p>\n

\n

\n

E. CHAIRMAN AND SECRETARY OF THE EXECUTIVE COMMITTEE. The chairman and
\nsecretary of the executive committee shall be elected by members of the
\nexecutive committee.<\/p>\n<\/p>\n

F. MEETINGS. Regular meetings of the executive committee may be held without
\ncall or notice of the time and place that the executive committee determines.
\nSpecial meetings of the executive committee may be called by any member, either
\npersonally or by mail, by telegram, by facsimile or other lawful means forwarded
\nnot later than 48 hours prior to the date and time set forth for the meeting.
\nUpon request of any member, the secretary of the corporation shall give the
\nrequired notice calling the meeting.<\/p>\n<\/p>\n

G. QUORUM. At any meeting of the executive committee, a majority of the
\ncommittee members shall constitute a quorum. Any action of the executive
\ncommittee to be effective must be authorized by the affirmative votes of a
\nmajority of committee members.<\/p>\n<\/p>\n

H. RULES. The executive committee shall fix its own rules of procedure,
\nprovided the same do not contravene the provisions of the law, the Certificate
\nof Incorporation or these bylaws.<\/p>\n<\/p>\n

I. AUTHORITY AND RESPONSIBILITY.<\/p>\n<\/p>\n

(a) The executive committee is vested with the authority to exercise the full
\npower of the board of directors, within the policies established by the board of
\ndirectors to govern the conduct of the business of the corporation, in the
\nintervals between meetings of the board of directors.<\/p>\n<\/p>\n

(b) The executive committee, in addition to the general authority vested in
\nit, may be vested with other specific powers and authority by resolution of the
\nboard of directors.<\/p>\n<\/p>\n

J. REPORTS. All action by the executive committee shall be reported to the
\nboard of directors at its meeting next succeeding the action, and shall be
\nsubject to revision or alteration by the board of directors; provided, however,
\nthat no rights or acts of third parties shall be affected by any such revision
\nor alteration.<\/p>\n<\/p>\n

SECTION 15. AUDIT COMMITTEE.<\/p>\n<\/p>\n

A. The Audit Committee shall be governed by the Audit Committee Charter, as
\nadopted, amended, modified, or supplemented from time to time by the board of
\ndirectors, which shall set forth the membership, authority, and responsibilities
\nof the Audit Committee. The Audit Committee Charter shall be issued, modified,
\namended, supplemented, or repealed only by a majority vote of the full board of
\ndirectors.<\/p>\n<\/p>\n

Page 9<\/p>\n

\n

\n

SECTION 16. MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE<\/p>\n<\/p>\n

A. The Management Development and Compensation (“MD&C”) Committee shall
\nbe governed by the MD&C Committee Charter, as adopted, amended, modified, or
\nsupplemented from time to time by the board of directors, which shall set forth
\nthe membership, authority, and responsibilities of the MD&C Committee. The
\nMD&C Committee Charter shall be issued, modified, amended, supplemented, or
\nrepealed only by a majority vote of the full board of directors.<\/p>\n<\/p>\n

SECTION 17. STOCK PLAN COMMITTEE<\/p>\n<\/p>\n

A. The Stock Plan Committee shall be governed by the Stock Plan Committee
\nCharter, as adopted, amended, modified, or supplemented from time to time by the
\nboard of directors, which shall set forth the membership, authority, and
\nresponsibilities of the Stock Plan Committee. The Stock Plan Committee Charter
\nshall be issued, modified, amended, supplemented, or repealed only by a majority
\nvote of the full board of directors.<\/p>\n<\/p>\n

SECTION 18. CORPORATE GOVERNANCE AND NOMINATING COMMITTEE.<\/p>\n<\/p>\n

A. The Corporate Governance and Nominating Committee shall be governed by the
\nCorporate Governance and Nominating Committee Charter, as adopted, amended,
\nmodified, or supplemented from time to time by the board of directors, which
\nshall set forth the membership, authority, and responsibilities of the Corporate
\nGovernance and Nominating Committee. The Corporate Governance and Nominating
\nCommittee Charter shall be issued, modified, amended, supplemented, or repealed
\nonly by a majority vote of the full board of directors.<\/p>\n<\/p>\n

SECTION 19. ELECTION OF OFFICERS. At the first meeting of the board of
\ndirectors in each year, at which a quorum shall be present, following the annual
\nmeeting of the stockholders of the corporation, the board of directors shall
\nproceed to the election of the officers of the corporation, except regional or
\nstaff officers who are subject to appointment in accordance with Section 20 of
\nArticle VI of these bylaws.<\/p>\n<\/p>\n

SECTION 20. ACTION WITHOUT MEETING. Any action required or permitted to be
\ntaken at any meeting of the board of directors or of any committee thereof may
\nbe taken without a meeting, if prior to the action a written consent thereto is
\nsigned by all members of the board of directors or of the committee, as the case
\nmay be, and such written consent is filed with the minutes of the proceedings of
\nthe board of directors or committee.<\/p>\n<\/p>\n

SECTION 21. WAIVER OF NOTICE. Whenever any notice whatever is required to be
\ngiven pursuant to the provisions of a statute, the Certificate of Incorporation
\nor these bylaws of the corporation, a waiver thereof in writing signed by the
\nperson or persons entitled to the notice, whether before or after the time
\nstated therein, shall be deemed equivalent thereto.<\/p>\n<\/p>\n

Page 10<\/p>\n

\n

\n

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

\n

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

\n

SECTION 1. OFFICERS. The officers of the corporation shall be a chairman of
\nthe board, vice chairman of the board, chief executive officer, president, one
\nor more executive vice presidents, one or more senior vice presidents, one or
\nmore vice presidents, secretary, treasurer, controller and such assistant vice
\npresidents, assistant secretaries, assistant treasurers and assistant
\ncontrollers as the board of directors may provide for and elect. The chairman of
\nthe board and the vice chairman of the board shall be members of the board of
\ndirectors. Any two or more offices may be held by the same person. The board of
\ndirectors may appoint such other officers as they shall deem necessary, who
\nshall have the authority and shall perform the duties that from time to time may
\nbe prescribed by the board of directors. In its discretion, the board of
\ndirectors by a vote of a majority thereof may leave unfilled for any period that
\nit may fix by resolution any office except those of president, treasurer and
\nsecretary.<\/p>\n<\/p>\n

SECTION 2. ELECTION. The board of directors at their first meeting after each
\nannual meeting of the stockholders or at any regular or special meeting shall
\nelect, as may be required, a chairman of the board, vice chairman of the board,
\nchief executive officer, president, and one or more executive vice presidents,
\nsenior vice presidents, vice presidents, a secretary, treasurer, controller, and
\nassistant vice presidents, assistant secretaries, assistant treasurers, and
\nassistant controllers.<\/p>\n<\/p>\n

SECTION 3. TENURE. The officers of the corporation elected by the board of
\ndirectors shall hold office for one year and until their successors are chosen
\nand qualify in their stead. Any officer elected or appointed by the board of
\ndirectors may be removed at any time by the affirmative vote of a majority of
\nthe board of directors.<\/p>\n<\/p>\n

SECTION 4. SALARIES. The salaries of the officers of the corporation shall be
\nrecommended by the management development and compensation committee and
\napproved by the board of directors.<\/p>\n<\/p>\n

SECTION 5. VACANCIES. If the office of any officer of the corporation becomes
\nvacant by reason of death, resignation, disqualification or otherwise, the
\ndirectors by a majority vote, may choose his successor or successors.<\/p>\n<\/p>\n

SECTION 6. RESIGNATION. Any officer may resign his office at any time, such
\nresignation to be made in writing and take effect at the time of receipt by the
\ncorporation, unless some time be fixed in the resignation and then from that
\ntime. The acceptance of a resignation shall not be required to make it
\neffective.<\/p>\n<\/p>\n

SECTION 7. DELEGATION OF DUTIES. Duties of officers may be delegated in case
\nof the absence of any officer of the corporation or for any reason that the
\nboard of directors may deem sufficient. The board of directors may delegate the
\npowers or duties of<\/p>\n<\/p>\n

Page 11<\/p>\n

\n

\n

the officer to any other officer or to any director, except as otherwise
\nprovided by statute, for the time being, provided a majority of the entire board
\nof directors concurs therein.<\/p>\n<\/p>\n

SECTION 8. CHAIRMAN OF THE BOARD. The chairman of the board shall participate
\nin the management of the corporation153s business and affairs and shall also see
\nthat all the policies and resolutions of the board of directors are carried into
\neffect, subject, however, to the right of the board of directors to delegate any
\nspecific powers, and shall perform such duties as shall be specifically assigned
\nfrom time to time by the board of directors, except such as may be by statute
\nexclusively conferred to any other officer or officers of the corporation. He
\nshall preside at all meetings of stockholders and the board of directors at
\nwhich he may be present.<\/p>\n<\/p>\n

SECTION 9. VICE CHAIRMAN OF THE BOARD. The vice chairman shall preside at all
\nmeetings of the board of directors and stockholders at which he may be present
\nand from which the chairman of the board may be absent, and shall perform such
\nother duties as shall be specifically assigned from time to time by the board of
\ndirectors or the chairman of the board, except such as may be by statute
\nexclusively conferred to any other officer or officers of the corporation.<\/p>\n<\/p>\n

SECTION 10. CHIEF EXECUTIVE OFFICER. The chief executive officer shall be the
\nchief executive officer of the corporation and shall have, subject to the
\ndirection of the board of directors, general control and management of the
\ncorporation153s business and affairs and shall also see that all the policies and
\nresolutions of the board of directors are carried into effect, subject, however,
\nto the right of the board of directors to delegate any specific powers, except
\nsuch as may be by statute exclusively conferred on the president or to any other
\nofficer or officers of the corporation. He shall preside at all meetings of
\nstockholders and the board of directors at which he may be present and from
\nwhich the chairman and vice chairman of the board may be absent.<\/p>\n<\/p>\n

SECTION 11. PRESIDENT. The president shall be the chief operating officer and
\nshall perform those duties that shall be specifically assigned to him from time
\nto time by the board of directors. In the absence of the chief executive officer
\nor in the event of his death, inability or refusal to act, the president shall
\nperform the duties of the chief executive officer, and when so acting shall have
\nthe powers of and be subject to all the restrictions upon the chief executive
\nofficer.<\/p>\n<\/p>\n

SECTION 12. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, AND VICE
\nPRESIDENTS. In the absence of the president or in the event of his death,
\ninability or refusal to act, the senior executive vice president present shall
\nperform the duties of the president, and when so acting, shall have all the
\npowers of and be subject to all the restrictions upon the president. In the
\nabsence of the president and all executive or senior vice presidents, or in the
\nevent of their deaths, inability or refusal to act, a vice president designated
\nby the board of directors, or in case the board of directors has failed to act,
\ndesignated by the chief executive officer, shall perform the duties of the
\npresident and when so acting shall have all the powers of and be subject to all
\nthe restrictions upon the president. The executive vice presidents, the senior
\nvice presidents, and all other vice<\/p>\n<\/p>\n

Page 12<\/p>\n

\n

\n

presidents shall perform those duties consistent with these bylaws and that
\nmay be specifically designated by the president or by the board of directors.\n<\/p>\n<\/p>\n

SECTION 13. ASSISTANT VICE PRESIDENTS. The assistant vice presidents shall
\nperform those duties, not inconsistent with these bylaws, the Certificate of
\nIncorporation or statute that may be specifically designated by the board of
\ndirectors or the president. In the absence of the executive vice presidents,
\nsenior vice presidents, or vice presidents, an assistant vice president (or in
\nthe event there be more than one assistant vice president, the assistant vice
\npresidents in the order designated at the time of their election, or in the
\nabsence of any designation, then in the order of their election) shall perform
\nthe duties of the executive vice presidents, senior vice presidents or vice
\npresidents, and when so acting, shall have all the powers of and be subject to
\nall restrictions upon the executive vice presidents, the senior vice presidents,
\nand vice presidents.<\/p>\n<\/p>\n

SECTION 14. SECRETARY. The secretary shall attend and keep all the minutes of
\nall meetings of the board of directors and all meetings of the stockholders and,
\nwhen requested by the board of directors, of any committees of the board of
\ndirectors. He shall give, or cause to be given, notice of all meetings of the
\nstockholders and board of directors and when so ordered by the board of
\ndirectors, shall affix the seal of the corporation thereto; he shall have charge
\nof all of those books and records that the board of directors may direct, all of
\nwhich shall, at all reasonable times, be open to the examination of any director
\nat the office of the corporation during business hours; he shall, in general,
\nperform all of the duties incident to the office of secretary subject to the
\ncontrol of the board of directors or of the president, under whose supervision
\nhe shall be, and shall do and perform any other duties that may from time to
\ntime be assigned to him by the board of directors.<\/p>\n<\/p>\n

SECTION 15. ASSISTANT SECRETARIES. In the absence of the secretary or in the
\nevent of his death, inability or refusal to act, the assistant secretary (or in
\nthe event there be more than one assistant secretary, the assistant secretaries
\nin the order designated at the time of their election, or in the absence of any
\ndesignation, then in the order of their election) shall perform the duties of
\nthe secretary, and when so acting shall have all the powers of and be subject to
\nall the restrictions upon the secretary and shall perform any other duties that
\nmay from time to time be assigned to him by the board of directors, the
\npresident or the secretary.<\/p>\n<\/p>\n

SECTION 16. TREASURER. The treasurer shall have custody of and be responsible
\nfor all funds and securities of the corporation, receive and give receipts for
\nmoney due and payable to the corporation from any source whatsoever, and deposit
\nall such moneys in the name of the corporation in those banks or depositories
\nthat shall be selected and designated by the board of directors and shall in
\ngeneral perform all of the duties incident to the office of treasurer and any
\nother duties that may be assigned to him by the president or by the board of
\ndirectors. If required by the board of directors, the treasurer shall give bond
\nfor the faithful discharge of his duties in the sum and with the surety or
\nsureties as the board of directors shall determine.<\/p>\n<\/p>\n

Page 13<\/p>\n

\n

\n

SECTION 17. ASSISTANT TREASURERS. In the absence of the treasurer or in the
\nevent of his death, inability or refusal to act, the assistant treasurer (or in
\nthe event there be more than one assistant treasurer, the assistant treasurers
\nin the order designated at the time of their election, or in the absence of any
\ndesignation, then in the order of their election) shall perform the duties of
\nthe treasurer and when so acting shall have all the powers and be subject to all
\nthe restrictions upon the treasurer, and shall perform any other duties that
\nfrom time to time may be assigned to him by the president, treasurer or the
\nboard of directors. The assistant treasurers shall, if required by the board of
\ndirectors, give bonds for the faithful discharge of their duties in the sums and
\nwith the surety or sureties that the board of directors shall determine.<\/p>\n<\/p>\n

SECTION 18. CONTROLLER. The controller shall maintain adequate records of all
\nassets, liabilities and transactions of the corporation; see that adequate
\naudits thereof are currently and regularly made; and, in conjunction with other
\nofficers and department heads, initiate and enforce measures and procedures
\nwhereby the business of the corporation shall be conducted with the maximum
\nsafety, efficiency and economy. Except as otherwise determined by the board of
\ndirectors, or lacking a determination by the board of directors, then by the
\npresident, his duties and powers shall extend to all subsidiary corporations
\nand, so far as may be practicable, to all affiliate corporations. He shall have
\nany other powers and perform other duties that may be assigned to him by the
\npresident or by the board of directors. If required by the board of directors,
\nthe controller shall give bond for the faithful discharge of his duties in the
\nsum and with the surety or sureties as the board of directors shall determine.\n<\/p>\n<\/p>\n

SECTION 19. ASSISTANT CONTROLLERS. In the absence of the controller or in the
\nevent of his death, inability or refusal to act, the assistant controller (or in
\nthe event there be more than one assistant controller, the assistant
\ncontrollers, in the order designated at the time of their election, or in the
\nabsence of any designation, then in the order of their election) shall perform
\nthe duties of the controller and when so acting shall have all the powers and be
\nsubject to all the restrictions upon the controller, and shall perform any other
\nduties that from time to time may be assigned to him by the president,
\ncontroller or the board of directors. The assistant controllers shall, if
\nrequired by the board of directors, give bonds for the faithful discharge of
\ntheir duties in the sums and with the surety or sureties that the board of
\ndirectors shall determine.<\/p>\n<\/p>\n

SECTION 20. REGIONAL OR STAFF VICE PRESIDENTS.<\/p>\n<\/p>\n

A. ELECTION. One or more regional or staff vice presidents may be appointed
\nby the chief executive officer, or the authority for such appointments may be
\ndelegated by the chief executive officer to the president of the corporation.\n<\/p>\n<\/p>\n

B. TENURE. The regional or staff vice presidents appointed by the chief
\nexecutive officer or the president of the corporation shall hold office for one
\nyear and until their successors are chosen and qualify in their stead. Any
\nregional or staff vice president so<\/p>\n<\/p>\n

Page 14<\/p>\n

\n

\n

appointed may be removed at any time by the chief executive officer or the
\npresident of the corporation.<\/p>\n<\/p>\n

C. DUTIES. The regional or staff vice presidents shall do and perform those
\nduties that shall from time to time be specifically designated or assigned by
\nthe chief executive officer or the president of the corporation; however, the
\nregional or staff vice presidents shall not perform “policy-making functions” as
\ndefined pursuant to Section 16 or any successor section(s) of the Securities
\nExchange Act of 1934, as amended, and shall be deemed not to be subject to such
\nSection 16 and the rules and regulations promulgated thereunder.<\/p>\n<\/p>\n

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

\n

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

\n

SECTION 1. The board of directors shall cause the corporation to indemnify
\nany person (and that person153s heirs and personal representatives) who was or is
\na party or is threatened or expected to be made a party to any threatened,
\npending or completed action, suit, arbitration or proceeding, whether civil,
\ncriminal, administrative or investigative (other than an action by or in the
\nright of the corporation) by reason of the fact that he is or was a director,
\nofficer, employee or agent of the corporation, or is or was serving at the
\nrequest of the corporation as a director, officer, employee, partner or agent of
\nanother corporation, partnership (including a partnership in which the
\ncorporation is a partner), joint venture, trust or other enterprise, against
\nexpenses (including, but not limited to, attorneys153 fees, expert fees, bonds,
\nprospective or retroactive insurance premiums or costs, litigation, appeal and
\ncourt costs and out-of-pocket expenses of such person during any investigation
\nhearing, arbitration, trial, or appeal of any such action, suit or proceeding,
\nincluding any interest payable thereon), judgments, damages, arbitration awards,
\nfines and amounts paid in settlement actually and reasonably incurred by him in
\nconnection with such action, suit, arbitration or proceeding, including any
\ninterest payable thereon, if he acted in good faith and in a manner he
\nreasonably believed to be in or not opposed to the best interests of the
\ncorporation, and, with respect to any criminal action or proceeding, had no
\nreasonable cause to believe his conduct was unlawful. The termination of any
\naction, suit or proceeding by judgment, order, settlement, conviction, or upon a
\nplea of nolo contendere or its equivalent, shall not, of itself, create a
\npresumption that the person did not act in good faith and in a manner which he
\nreasonably believed to be in or not opposed to the best interests of the
\ncorporation, and, with respect to any criminal action or proceeding, had
\nreasonable cause to believe that his conduct was unlawful.<\/p>\n<\/p>\n

SECTION 2. The board of directors shall indemnify any person (and that
\nperson153s heirs and personal representatives) who was or is a party or is
\nthreatened or expected to be made a party to any threatened, pending or
\ncompleted action or suit by or in the right of the corporation to procure a
\njudgment in its favor by reason of the fact that he is or was a director,
\nofficer, employee or agent of the corporation or is or was serving at the
\nrequest of the corporation as a director, officer, employee, partner or agent of
\nanother corporation,<\/p>\n<\/p>\n

Page 15<\/p>\n

\n

\n

partnership (including a partnership in which the corporation is a partner),
\njoint venture, trust or other enterprise against expenses (including, but not
\nlimited to, attorneys153 fees, expert fees, bonds, prospective or retroactive
\ninsurance premiums or costs, litigation, appeal and court costs, and
\nout-of-pocket expenses of such person during any investigation, hearing, trial
\nor appeal of any such action or suit, including any interest payable thereon),
\nactually and reasonably incurred by him in connection with the defense or
\nsettlement of such action or suit if he acted in good faith and in a manner he
\nreasonably believed to be in or not opposed to the best interests of the
\ncorporation and except that no indemnification shall be made in respect of any
\nclaim, issue or matter as to which such person shall have been adjudged to be
\nliable for negligence or misconduct in the performance of his duty to the
\ncorporation unless and only to the extent that the Court of Chancery or the
\ncourt in which such action or suit was brought shall determine upon application
\nthat, despite the adjudication of liability but in view of all the circumstances
\nof the case, such person is fairly and reasonably entitled to indemnity for such
\nexpenses which the Court of Chancery or such other court shall deem proper.<\/p>\n<\/p>\n

SECTION 3. To the extent that a present or past director, officer, employee
\nor agent of the corporation has been successful on the merits or otherwise in
\ndefense of any action, suit, arbitration or proceeding referred to in Sections 1
\nand 2, or in defense of claim, issue or matter therein, he shall be indemnified
\nagainst expenses (including, but not limited to, attorneys153 fees, expert fees,
\nbonds, prospective or retroactive insurance premiums or costs, litigation,
\nappeal, and court costs, and out-of-pocket expenses of such person during any
\ninvestigation, hearing, arbitration, trial or appeal of any such action, suit or
\nproceeding) actually and reasonably incurred by him in connection therewith,
\nincluding any interest payable thereon.<\/p>\n<\/p>\n

SECTION 4. The board of directors shall cause the corporation to advance to
\nany person covered by Sections 1 or 2 the expenses (including, but not limited
\nto, attorneys153 fees, expert fees, bonds, prospective or retroactive insurance
\npremiums or costs, litigation, appeal, and court costs and out-of-pocket
\nexpenses, of such person during any investigation, hearing, arbitration, trial
\nor appeal of any such action, suit, arbitration or proceeding) incurred by that
\nperson in defending a threatened, pending, or completed civil, criminal,
\nadministrative, or investigative action suit, arbitration, or proceeding,
\nincluding any interest payable thereon, in advance of the final disposition of
\nsuch action, suit or proceeding.<\/p>\n<\/p>\n

SECTION 5. Any advance by the board of directors under Section 4 above to any
\nemployee or agent who is not a present or past director or officer of the
\ncorporation shall be conditional upon evidence of compliance with the terms and
\nconditions, if any, deemed appropriate and specified by the board of directors
\nfor such advance if such employee or agent is determined ultimately to be not
\nlegally entitled to indemnification from the corporation.<\/p>\n<\/p>\n

SECTION 6. Any advance authorized by the board of directors under Section 4
\nabove to a present or past officer or director shall be conditional upon prior
\nreceipt by the corporation of a written undertaking from that officer or
\ndirector to repay such advance if he<\/p>\n<\/p>\n

Page 16<\/p>\n

\n

\n

is determined ultimately to be not legally entitled to indemnification from
\nthe corporation. Such undertaking shall be in the form of a simple agreement by
\nthe officer or director to repay advances made to him in the event that it is
\ndetermined ultimately that he is not legally entitled to indemnification by the
\ncorporation. Such undertaking shall specifically state that no bond, collateral
\nor other security shall be required by the officer or director to insure its
\nperformance and that no interest on any amount advanced shall be required to be
\npaid to the corporation if the officer or director is determined ultimately to
\nbe not legally entitled to indemnification from the corporation.<\/p>\n<\/p>\n

SECTION 7. The board of directors, in its sole discretion, may establish and
\nmay fund in advance and from time to time, in whole or in part, a separate
\nprovision or provisions, which may be in the form of a trust fund, periodic or
\nadvance retainers to counsel, or otherwise as the board of directors may
\ndetermine in each instance, to be used as payment and\/or advances of
\nindemnification obligations under this Article VII to officers, directors,
\nemployees and agents of the corporation; provided, however, that any amount
\nwhich is contributed to such fund shall not in any way be construed to be a
\nlimitation on the amount of indemnification and\/or advances of the corporation.\n<\/p>\n<\/p>\n

SECTION 8. The board of directors shall cause the corporation to pay to any
\ndirector, officer, employee or agent all expenses (including, but not limited
\nto, attorneys153 fees, expert fees, bonds, prospective or retroactive insurance
\npremiums or costs, litigation, appeal, and court costs, and out-of-pocket
\nexpenses of such person during any investigation, hearing, arbitration, trial or
\nappeal of any such action, suit, arbitration or proceeding, including any
\ninterest payable thereon), which may be incurred by such director, officer,
\nemployee or agent in enforcing his rights to indemnification (as set forth
\nherein in Sections 1, 2 and 3) and\/or advances (as set forth herein in Section
\n4) whether or not such director, officer, employee or agent is successful in
\nenforcing such rights and whether or not suit or other proceedings are
\ncommenced.<\/p>\n<\/p>\n

SECTION 9. Any amendment to this Article VII shall only apply prospectively
\nand shall in no way affect the corporation153s obligations to indemnify and make
\nadvances to officers, directors, employees and agents as set forth in this
\nArticle VII for actions or events which occurred before any such amendment, and
\nprovided that any amendment to this Article VII shall require affirmative vote
\nof four-fifths of the entire board of directors.<\/p>\n<\/p>\n

SECTION 10. Any indemnification granted under the provisions of Sections 1,
\n2, 3 and 8 above shall be subject to the provisions of subsections (d), (e), (f)
\nand (g) of Section 145 of the General Corporation Law of the State of Delaware.\n<\/p>\n<\/p>\n

Page 17<\/p>\n

\n

\n

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

\n

CONTRACTS, LOANS, CHECKS AND DEPOSITS<\/strong><\/p>\n

\n

SECTION 1. CONTRACTS. The board of directors may authorize any officer or
\nofficers, agent or agents to enter into any contract or execute and deliver any
\ninstrument in the name of and on behalf of the corporation. Such authority may
\nbe general or confined to specific instances.<\/p>\n<\/p>\n

SECTION 2. LOANS. No loan shall be contracted on behalf of the corporation
\nand no evidences of indebtedness shall be issued in its name, unless authorized
\nby resolution of the board of directors. Such authority may be general or
\nconfined to specific instances.<\/p>\n<\/p>\n

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other order or other
\norders for the payment of money, notes or other evidences of indebtedness issued
\nin the name of the corporation shall be signed by such officer or officers,
\nagent or agents and in such manner that shall from time to time be determined by
\nresolution of the board of directors.<\/p>\n<\/p>\n

SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
\nshall be deposited from time to time to the credit of the corporation in the
\nbank or banks or other depositories that the board of directors may elect.<\/p>\n<\/p>\n

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

\n

VOTING OF STOCK OF OTHER CORPORATIONS<\/strong><\/p>\n

\n

Unless otherwise ordered by the board of directors, the chief executive
\nofficer shall have full power and authority on behalf of the corporation to act
\nand vote at any meeting of stockholders of any corporation in which the
\ncorporation may hold stock, and at any such meeting, shall possess, and may
\nexercise, any and all of the rights and powers incident to the ownership of the
\nstock, which, as the owner thereof, the corporation might have possessed and
\nexercised if present. The board of directors by resolution from time to time,
\nmay confer like powers upon any other person or persons.<\/p>\n<\/p>\n

Page 18<\/p>\n

\n

\n

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

\n

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

\n

SECTION 1. FORM OF NOTICE. Whenever under the provisions of the statutes, the
\nCertificate of Incorporation, or these bylaws, notice is required to be given to
\nany director or stockholder, it shall not be construed to mean personal notice,
\nbut the notice may be given in writing by mail, which shall mean depositing same
\nin a United States Postal Service post office or letter box, in a postage paid,
\nsealed envelope, addressed to the stockholder or director at the address that
\nappears on the books of the corporation or, in default of other address, to such
\ndirector or stockholder at the United States Postal Service general post office
\nin the City of Wilmington, Delaware, and the notice shall be deemed to be given
\nat the time when the same shall be thus mailed or by any other means expressly
\nprovided for in these bylaws.<\/p>\n<\/p>\n

SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be given
\nunder the provision of the statutes, the Certificate of Incorporation or these
\nbylaws, a waiver thereof in writing signed by the person or persons entitled to
\nthe notice whether before or after the time stated therein shall be deemed
\nequivalent thereto.<\/p>\n<\/p>\n

ARTICLE XI.<\/strong><\/p>\n

\n

STOCK CERTIFICATES<\/strong><\/p>\n

\n

SECTION 1. CERTIFICATED AND UNCERTIFICATED SHARES. Shares of the capital
\nstock of the corporation may be certificated or uncertificated, as provided by
\nthe laws of the State of Delaware. The certificates for shares of the capital
\nstock of the corporation shall be in the form, not inconsistent with the
\nCertificate of Incorporation, that shall be approved by the board of directors.
\nThe certificate shall be signed by the chairman of the board, chief executive
\nofficer, president or a vice president, and either the treasurer or an assistant
\ntreasurer, or the secretary or an assistant secretary, but where the certificate
\nis signed by a transfer agent or an assistant transfer agent and a registrar,
\nthe signatures of the chairman of the board, chief executive officer, president,
\nvice president, treasurer, assistant treasurer, secretary or assistant secretary
\nmay be facsimiles. All certificates shall be consecutively numbered, and the
\nname of the person owning the shares represented thereby, with the number of
\nshares and the date of issue shall be entered in the corporation153s books. No
\ncertificate shall be valid unless it is signed by the chairman of the board,
\nchief executive officer, president, or a vice president, and either the
\ntreasurer or an assistant treasurer, or the secretary or an assistant secretary,
\nbut where the certificate is signed by a transfer agent or an assistant transfer
\nagent and a registrar, the signatures of the chairman of the board, chief
\nexecutive officer, president, vice president, treasurer, assistant treasurer,
\nsecretary or assistant secretary may be facsimiles. All certificates surrendered
\nto the corporation shall be canceled, and no new certificates shall be issued
\nuntil the former certificate for the same number of shares of the same class
\nshall have been surrendered and canceled.<\/p>\n<\/p>\n

Page 19<\/p>\n

\n

\n

SECTION 2. TRANSFER OF SHARES. Shares of the capital stock of the corporation
\nshall be transferred only on the books of the corporation by the holder thereof
\nin person or by his attorney and, in the case of certificated shares, upon
\nsurrender and cancellation of certificates for the same number of shares.<\/p>\n<\/p>\n

SECTION 3. REGULATIONS. The board of directors shall have authority to make
\nany rules and regulations that they may deem expedient concerning the issue,
\ntransfer and registration of certificates for shares of the capital stock of the
\ncorporation. The board of directors may appoint one or more transfer agents or
\nassistant transfer agents and one or more registrars of transfers and may
\nrequire all certificates to bear the signature of the transfer agent or
\nassistant transfer agent and a registrar of transfers. The board of directors
\nmay at any time terminate the appointment of any transfer agent or any assistant
\ntransfer agent or any registrar of transfers by the vote of a majority of the
\nboard of directors.<\/p>\n<\/p>\n

SECTION 4. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS153 RIGHTS. The board
\nof directors may close the stock transfer books of the corporation for a period
\nnot exceeding 60 days preceding the date of any meeting of stockholders, or the
\ndate for payment of any dividend, or the date for the allotment of rights, or
\nthe date when any change or conversion or exchange of capital stock shall go
\ninto effect, or for a period not exceeding 60 days in connection with obtaining
\nthe consent of stockholders for any purpose. In lieu of closing the stock
\ntransfer books as aforesaid, the board of directors may fix a date not exceeding
\n60 days preceding the date of any meeting of stockholders, or the date for the
\npayment of any dividend, or the date for the allotment of rights, or the date
\nwhen any change or conversion or exchange of capital stock shall go into effect,
\nor a date in connection with obtaining such consent, as a record date for the
\ndetermination of the stockholders entitled to notice of, and to vote at, any
\nmeeting and any adjournment thereof, or entitled to receive payment of any
\ndividend, or to any allotment of rights, or to exercise the rights in respect of
\nany change, conversion or exchange of capital stock, or to give such consent,
\nand in such case the stockholders and only the stockholders that shall be
\nstockholders of record on the date so fixed shall be entitled to the notice or
\nto receive payment of the dividend, or to receive the allotment of rights, or to
\nexercise the rights or to give such consent, as the case may be, notwithstanding
\nany transfer of any stock on the books of the corporation after any record date
\nfixed as aforesaid.<\/p>\n<\/p>\n

SECTION 5. REGISTERED STOCKHOLDERS. The corporation shall be entitled to
\ntreat the holder of record of any share or shares of stock as the holder in fact
\nthereof and accordingly shall not be bound to recognize any equitable or other
\nclaim to or interest in the share or shares on the part of any other person
\nwhether or not it shall have express or other notice thereof except as otherwise
\nprovided by the laws of the State of Delaware.<\/p>\n<\/p>\n

Page 20<\/p>\n

\n

\n

SECTION 6. LOST CERTIFICATES. The board of directors may direct a new
\ncertificate or certificates to be issued in place of any certificate or
\ncertificates theretofore issued by the corporation alleged to have been lost or
\ndestroyed, upon the making of an affidavit of that fact with the person claiming
\nthe certificate of stock to be lost or destroyed. When authorizing the issue of
\na new certificate or certificates, the board of directors may, in its discretion
\nand as a condition precedent to the issuance thereof, require the owner of the
\nlost or destroyed certificate or certificates, or his legal representative, to
\nadvertise the same in a manner that it shall require for each share of stock
\nhaving voting power registered in his name and to give the corporation a bond in
\nthe sum that it may direct as indemnity against any claim that may be made
\nagainst the corporation with respect to the certificate alleged to have been
\nlost or destroyed.<\/p>\n<\/p>\n

SECTION 7. DIVIDENDS. The board of directors may from time to time declare,
\nand the corporation may pay, dividends on its outstanding shares in the manner
\nand upon the terms and conditions provided by law and the Certificate of
\nIncorporation.<\/p>\n<\/p>\n

SECTION 8. RESERVE FUNDS. Before payment of any dividend there may be set
\naside out of any funds of the corporation available for dividends the sum or
\nsums that the board of directors may from time to time in their absolute
\ndiscretion think proper as a reserve fund to meet contingencies, or for
\nequalizing dividends, or for repairing or maintaining any property of the
\ncorporation, or for any other purpose that the directors shall think conducive
\nto the interest of the corporation and the board of directors may modify or
\nabolish the reserve in the manner in which it was created.<\/p>\n<\/p>\n

ARTICLE XII.<\/strong><\/p>\n

\n

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

\n

SECTION 1. FISCAL YEAR. The fiscal year of the corporation shall begin on the
\nfirst day of January in each year.<\/p>\n<\/p>\n

SECTION 2. INSPECTION OF BOOKS. The board of directors shall determine from
\ntime to time whether, and if allowed, when and under what conditions and
\nregulations, the accounts and books of the corporation (except as may be by
\nstatute specifically open to inspection) or any of them, shall be open to the
\ninspection of the stockholders, and a stockholder153s rights in this respect are,
\nand shall be, restricted and limited accordingly.<\/p>\n<\/p>\n

SECTION 3. GENDER. The use of the masculine gender in these bylaws shall be
\ndeemed to include the feminine gender.<\/p>\n<\/p>\n

Page 21<\/p>\n

\n

\n

ARTICLE XIII.<\/strong><\/p>\n

\n

AMENDMENTS TO AND SUSPENSION OF BYLAWS<\/strong><\/p>\n

\n

SECTION 1. AMENDMENTS. Subject to the provisions of Section 12 of Article IV,
\nthese bylaws may be altered or repealed at any regular meeting of the
\nstockholders or at any special meeting of the stockholders at which a quorum is
\npresent or represented, provided notice of the proposed alteration or repeal be
\ncontained in the notice of the special meeting, by the affirmative vote of a
\nmajority of the stockholders entitled to vote at the meeting and present or
\nrepresented thereat, or by the affirmative vote of a majority of the board of
\ndirectors at any regular meeting of the board of directors or at any special
\nmeeting of the board of directors, if notice of the proposed alteration or
\nrepeal be contained in the notice of the special meeting.<\/p>\n<\/p>\n

SECTION 2. SUSPENSION. Any provision of these bylaws may be suspended by vote
\nof two-thirds of the votes cast upon the motion to suspend except that the
\nsuspension of the bylaw provision might be in contravention of any provision of
\nany statute or of the Certificate of Incorporation.<\/p>\n<\/p>\n

* * *<\/strong><\/p>\n

\n

Page 22<\/p>\n

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