{"id":41499,"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-boston-scientific-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-boston-scientific-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-boston-scientific-corp.html","title":{"rendered":"Bylaws – Boston Scientific Corp."},"content":{"rendered":"

RESTATED BY-LAWS<\/strong><\/p>\n

\n<\/p>\n

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

\n<\/p>\n

BOSTON SCIENTIFIC CORPORATION<\/strong><\/p>\n

\n

A Delaware Corporation<\/strong><\/p>\n

\n<\/p>\n<\/p>\n

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

\n

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

\n

Section 1.<\/em> Registered Office.<\/u> The registered office of the
\ncorporation in the State of Delaware shall be at 2711 Centerville Road, Suite
\n400, Wilmington, Delaware 19808. The name of the corporation’s registered agent
\nat such address shall be Corporation Service Company.<\/p>\n<\/p>\n

Section 2.<\/em> Other Offices.<\/u> The corporation may also have
\noffices at such other places, both within and without the State of Delaware, as
\nthe Board of Directors may from time to time determine or the business of the
\ncorporation may require.<\/p>\n<\/p>\n<\/p>\n

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

\n

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

\n

Section 1.<\/em> Annual Meetings.<\/u> An annual meeting of the
\nstockholders shall be held for the purpose of electing Directors and conducting
\nsuch other business as may properly come before the meeting. The date, time and
\nplace, within or without the State of Delaware, of the annual meeting shall be
\ndetermined by resolution of the Board of Directors.<\/p>\n<\/p>\n

Section 2.<\/em> Special Meetings.<\/u> Special meetings of stockholders
\nmay be held at such time and place, within or without the State of Delaware, as
\nshall be stated in the notice of the meeting or in a duly executed waiver of
\nnotice thereof. Special meetings of the stockholders may be called only by the
\nChairman of the Board or the Chief Executive Officer, or, if there is no Chief
\nExecutive Officer, the President, and shall be called within 10 days after
\nreceipt of the written request of the Board of Directors, pursuant to a
\nresolution approved by a majority of the Whole Board (as defined below). Any
\nsuch resolution shall be sent to the Chairman of the Board or Chief Executive
\nOfficer, or, if there is no Chief Executive Officer, the President, and the
\nSecretary of the corporation and shall state the purpose or purposes of the
\nproposed meeting. Business transacted at any special meeting is limited to the
\npurposes stated in the notice. For the purposes of these By-Laws, the term
\n“Whole Board” is defined as the total number of Directors which the corporation
\nwould have if there were no vacancies.<\/p>\n<\/p>\n

Section 3.<\/em> Notice.<\/u> Written or printed notice of every annual
\nor special meeting of the stockholders, stating the place, date, time, and, in
\nthe case of special meetings, the purpose or purposes, of such meeting, shall be
\ngiven to each stockholder entitled to vote at such meeting not less than ten nor
\nmore than sixty days before the date of the meeting. All such notices shall be
\ndelivered, either personally or by mail, by or at the direction of the Chairman
\nof the Board or the Chief Executive Officer, or if there is no Chief Executive
\nOfficer, the President, or the Board of Directors, and if mailed, such notice
\nshall be deemed to be delivered when deposited in the United States mail
\naddressed to the stockholder at his or her address as it appears on the records
\nof the corporation, with postage prepaid. When a meeting is adjourned to another
\nplace, date or time, written notice need not be given of the adjourned meeting
\nif the place, date and time thereof are announced at the meeting at which the
\nadjournment is taken; provided, however, that if the adjournment is for more
\nthan 30 days, or if after the adjournment a new record date is fixed for the
\nadjourned meeting, written notice of the place, date and time of the adjourned
\nmeeting shall be given in conformity herewith. At any adjourned meeting, any
\nbusiness may be transacted which might have been transacted at the original
\nmeeting.<\/p>\n<\/p>\n

Section 4.<\/em> Stockholders List.<\/u> The officer having charge of
\nthe stock ledger of the corporation shall make, at least ten days before every
\nmeeting of the stockholders, a complete list of the stockholders entitled to
\nvote at such meeting arranged in alphabetical order, specifying the address of
\nand the number of shares registered in the name of each stockholder.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Section 5.<\/em> Quorum.<\/u> The holders of a majority of the stock
\nissued and outstanding and entitled to vote thereat, present in person or
\nrepresented by proxy, shall constitute a quorum at all meetings of the
\nstockholders except as otherwise provided by statute or by the Certificate of
\nIncorporation. If a quorum is not present, the holders of the shares present in
\nperson or represented by proxy at the meeting, and entitled to vote thereat,
\nshall have the power, by the affirmative vote of the holders of a majority of
\nsuch shares, to adjourn the meeting to another date, time and\/or place, without
\nnotice other than announcement at the meeting at which the adjournment was
\ntaken, until a quorum shall be present or represented.<\/p>\n<\/p>\n

Section 6.<\/em> Notice of Stockholder Business.<\/u> At an annual
\nmeeting of the stockholders, only such business shall be conducted as shall have
\nbeen properly brought before the meeting. To be properly brought before an
\nannual meeting, business must be (a) specified in the notice of meeting (or any
\nsupplement thereto) given by or at the direction of the Board of Directors, (b)
\notherwise properly brought before the meeting by or at the direction of the
\nBoard of Directors, or (c) otherwise properly brought before the meeting by a
\nstockholder. For business to be properly brought before an annual meeting by a
\nstockholder, the stockholder must have given timely notice thereof in writing to
\nthe Secretary of the corporation. To be timely, a stockholder’s notice must be
\ndelivered to or mailed to and received at the principal executive offices of the
\ncorporation, not less than 120 calendar days before the date of the
\ncorporation’s proxy statement released to shareholders in connection with the
\nprevious year’s annual meeting. However, if the corporation did not hold an
\nannual meeting the previous year, or if the date of the current year’s annual
\nmeeting has been changed by more than 30 days from the date of the previous
\nyear’s meeting, then the deadline is a reasonable time before the corporation
\nbegins to print and mail its proxy materials.<\/p>\n<\/p>\n

A stockholder’s notice to the Secretary shall set forth as to each matter the
\nstockholder proposes to bring before the annual meeting (a) a brief description
\nof the business desired to be brought before the annual meeting and the reasons
\nfor conducting such business at the annual meeting, (b) the name and address, as
\nthey appear on the corporation’s books, of the stockholder proposing such
\nbusiness, (c) the class and number of shares of the corporation which are
\nbeneficially owned by the stockholder, and (d) any material interest of the
\nstockholder in such business. Notwithstanding anything in the By-Laws to the
\ncontrary, no business shall be conducted at an annual meeting except in
\naccordance with the procedures set forth in this Section 6 of Article II.<\/p>\n<\/p>\n

The presiding officer of an annual meeting shall, if the facts warrant,
\ndetermine and declare to the meeting that business was not properly brought
\nbefore the meeting in accordance with this Section 6 of Article II, and, if the
\npresiding officer should so determine, the presiding officer shall so declare to
\nthe meeting and any such business not properly brought before the meeting shall
\nnot be transacted.<\/p>\n<\/p>\n

Section 7.<\/em> Inspectors.<\/u> The Board of Directors shall appoint
\ninspectors of election to act as judges of the voting and to determine those
\nentitled to vote at any meeting of stockholders, or any adjournment thereof, in
\nadvance of such meeting, but if the Board of Directors fails to make such
\nappointments or if an appointee fails to serve, the presiding officer of the
\nmeeting of stockholders may appoint substitute inspectors.<\/p>\n<\/p>\n

Section 8.<\/em> Voting.<\/u> Except as otherwise provided by law or by
\nthe Certificate of Incorporation, each stockholder shall be entitled at every
\nmeeting of the stockholders to one vote for each share of stock having voting
\npower standing in the name of such stockholder on the books of the corporation
\non the record date for the meeting and such votes may be cast either in person
\nor by written proxy. Every proxy must be duly executed and filed with the
\nSecretary of the corporation. A stockholder may revoke any proxy which is not
\nirrevocable by attending the meeting and voting in person or by filing an
\ninstrument in writing revoking the proxy or another duly executed proxy bearing
\na later date with the Secretary of the corporation. The vote upon any question
\nbrought before a meeting of the stockholders may be by voice vote, unless
\notherwise required by these By-Laws or unless the holders of a majority of the
\noutstanding shares of all classes of stock entitled to vote thereon present in
\nperson or by proxy at such meeting shall so determine. Every vote taken by
\nwritten ballot shall be counted by the inspectors of election. When a quorum is
\npresent at any meeting, the vote of the holders of a majority of the stock which
\nhas voting power present in person or represented by proxy and which has
\nactually voted shall decide any question properly brought before such meeting,
\nexcept the election or removal of Directors or as otherwise provided in these
\nBy-Laws, the Certificate of Incorporation or a Preferred Stock Designation or by
\napplicable law. With respect to any election or questions required to be decided
\nby any class of stock voting as a class, the vote of the holders of a majority
\nof such class of stock present in person or by proxy and which actually voted
\nshall decide any such election or question.<\/p>\n<\/p>\n

Section 9.<\/em> Order of Business.<\/u> Unless otherwise determined by
\nthe Board of Directors prior to the meeting, the presiding officer of the
\nmeeting of stockholders shall determine the order of business and shall have the
\nauthority in his discretion to regulate the conduct of any such meeting,
\nincluding, without limitation, by imposing restrictions on the persons (other
\nthan stockholders of the corporation or their duly appointed proxies) who may
\nattend any such meeting of stockholders, by ascertaining whether any stockholder
\nor his proxy may be excluded from any meeting of stockholders based upon any
\ndetermination by the presiding officer, in his sole discretion, that any such
\nperson has unduly disrupted or is likely to disrupt the<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

proceedings thereat, and by determining the circumstances in which any person
\nmay make a statement or ask questions at any meeting of stockholders.<\/p>\n<\/p>\n<\/p>\n

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

\n

NOMINATION OF DIRECTOR CANDIDATES<\/strong><\/p>\n

\n

Section 1.<\/em> Notification of Nominees.<\/u> Subject to the rights of
\nholders of any class or series of stock having a preference over the Common
\nStock as to dividends or upon liquidation, nominations for the election of
\nDirectors may be made by the Board of Directors or a committee appointed by the
\nBoard of Directors or by any stockholder entitled to vote in the election of
\nDirectors generally. However, any stockholder entitled to vote in the election
\nof Directors generally may nominate one or more persons for election as
\nDirectors at a meeting only if written notice of such stockholder’s intent to
\nmake such nomination or nominations has been given, either by personal delivery
\nor by United States mail, postage prepaid, to the Secretary of the corporation
\nnot later 120 calendar days before the date of the corporation’s proxy statement
\nreleased to shareholders in connection with the previous year’s annual meeting.
\nHowever, if the corporation did not hold an annual meeting the previous year, or
\nif the date of the current year’s annual meeting has been changed by more than
\n30 days from the date of the previous year’s meeting, then the deadline is a
\nreasonable time before the corporation begins to print and mail its proxy
\nmaterials.<\/p>\n<\/p>\n

If the nomination or nominations is for a meeting of stockholders other than
\na regularly scheduled annual meeting, the deadline is a reasonable time before
\nthe corporation begins to print and mail its proxy material.<\/p>\n<\/p>\n

Each such notice shall set forth: (a) the name and address of the stockholder
\nwho intends to make the nomination and of the person or persons to be nominated;
\n(b) a representation that the stockholder is a holder of record of stock of the
\ncorporation entitled to vote at such meeting and intends to appear in person or
\nby proxy at the meeting to nominate the person or persons specified in the
\nnotice; (c) a description of all arrangements or understandings between the
\nstockholder and each nominee and any other person or persons (naming such person
\nor persons) pursuant to which the nomination or nominations are to be made by
\nthe stockholder; (d) such other information regarding each nominee proposed by
\nsuch stockholder as would be required to be included in a proxy statement filed
\npursuant to the proxy rules of the Securities and Exchange Commission had the
\nnominee been nominated, or intended to be nominated, by the Board of Directors;
\nand (e) the consent of each nominee to serve as a Director of the corporation if
\nso elected.<\/p>\n<\/p>\n

Section 2.<\/em> Substitution of Nominees.<\/u> If a person is validly
\ndesignated as a nominee in accordance with Section 1 of this Article III, and
\nshall thereafter become unable or unwilling to stand for election to the Board
\nof Directors, the Board of Directors or the stockholder who proposed such
\nnominee, as the case may be, may designate a substitute nominee upon delivery,
\nnot fewer than five days prior to the date of the meeting for the election of
\nsuch nominee, of a written notice to the Secretary setting forth such
\ninformation regarding such substitute nominee as would have been required to be
\ndelivered to the Secretary pursuant to Section 1 of this Article III, had such
\nsubstitute nominee been initially proposed as a nominee. Such notice shall
\ninclude a signed consent to serve as a Director of the corporation, if elected,
\nof each substitute nomine.<\/p>\n<\/p>\n

Section 3.<\/em> Compliance with Procedures.<\/u> If the presiding
\nofficer of the meeting for the election or Directors determines that a
\nnomination for any candidate for election as a Director at such meeting was not
\nmade in accordance with the applicable provisions of these By-Laws, such person
\nwill not be eligible for election as a Director and such nomination shall be
\nvoid; provided, however, that nothing in these By-Laws shall be deemed to limit
\nany voting rights upon the occurrence of dividend arrearages provided to holders
\nof Preferred Stock pursuant to the Preferred Stock Designation for any series of
\nPreferred Stock.<\/p>\n<\/p>\n<\/p>\n

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

\n

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

\n

Section 1.<\/em> Powers.<\/u> The business and affairs of the
\ncorporation shall be managed by or under the direction of its Board of
\nDirectors, which may exercise all such powers of the corporation and do all such
\nlawful acts and things as are not by law or by the Certificate of Incorporation
\ndirected or required to be exercised or done by the stockholders.<\/p>\n<\/p>\n

Section 2.<\/em> Number, Qualification, Election and Terms.<\/u> Except
\nas otherwise fixed by, or pursuant to, the provisions of Article FOURTH of the
\nCertificate of Incorporation relating to the rights of the holders of any class
\nor series of stock having a preference over the Common Stock as to dividends or
\nupon liquidation to elect additional Directors under specified circumstances,
\nthe number of Directors shall be fixed from time to time by resolution of the
\nBoard of Directors, but shall not be less than three nor more than twenty
\npersons. The Directors shall be elected by plurality vote annually by the
\nstockholders at their annual meeting or at any special meeting the notice of
\nwhich specifies the election of Directors as an item of business for<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

such meeting.<\/p>\n<\/p>\n

Section 3.<\/em> Removal.<\/u> Subject to the rights of the holders of
\nany class or series of stock having a preference over the Common Stock as to
\ndividends or upon liquidation to elect additional Directors under specified
\ncircumstances, any Director may be removed from office by the stockholders in
\nthe manner provided in this Section 3 of Article IV. At any annual meeting of
\nthe stockholders of the corporation or at any special meeting of the
\nstockholders of the corporation, the notice of which shall state that the
\nremoval of a Director or Directors is among the purposes of the meeting, the
\naffirmative vote of the holders of at least 80 percent of the combined voting
\npower of the outstanding shares of Voting Stock (as defined below), voting
\ntogether as a single class, may remove, with or without cause, such Director or
\nDirectors. For the purposes of these By-Laws, “Voting Stock” shall mean the
\noutstanding shares of capital stock of the corporation entitled to vote
\ngenerally in the election of Directors.<\/p>\n<\/p>\n

Section 4.<\/em> Vacancies and New Directorships.<\/u> Except as
\notherwise fixed by or provided for or pursuant to the provisions of Article
\nFOURTH of the Certificate of Incorporation relating to the rights of the holders
\nof any class or series of stock having a preference over the Common Stock as to
\ndividends or upon liquidation to elect additional Directors under specified
\ncircumstances, vacancies and newly created directorships resulting from any
\nincrease in the authorized number of Directors shall be filled solely by the
\naffirmative vote of a majority of the Directors then in office though less than
\nquorum, or by a sole remaining Director, except as may be required by law. Any
\nDirector so chosen shall hold office until the next annual meeting of
\nstockholders and until such Director’s successor shall have been elected and
\nqualified. No decrease in the authorized number of Directors constituting the
\nBoard of Directors shall shorten the term of any incumbent Director.<\/p>\n<\/p>\n

Section 5.<\/em> Regular Meetings.<\/u> Regular meetings of the Board of
\nDirectors may be held without notice immediately after the annual meeting of the
\nstockholders and at such other time and place as shall from time to time be
\ndetermined by the Board of Directors.<\/p>\n<\/p>\n

Section 6.<\/em> Special Meetings and Notice.<\/u> Special meetings of
\nthe Board of Directors may be called by the Chairman of the Board or the Chief
\nExecutive Officer, or, if there is no Chief Executive Officer, the President, on
\none day’s written notice to each Director by whom such notice is not waived,
\ngiven either personally or by mail, telephone, telegram, telex, facsimile or
\nsimilar medium of communication, and shall be called by the Chief Executive
\nOfficer, or, if there is no Chief Executive Officer, the President, or the
\nSecretary in like manner and on like notice on the written request of any three
\nDirectors.<\/p>\n<\/p>\n

Section 7.<\/em> Resignation.<\/u> Any Director may resign at any time
\nby giving written notice of his resignation to the Chairman of the Board or the
\nSecretary, to be effective upon its acceptance by the Board of Directors or at
\nthe time specified in such notice. Unless otherwise specified therein, the
\nacceptance of such resignation shall not be necessary to make such resignation
\neffective.<\/p>\n<\/p>\n

Section 8.<\/em> Quorum.<\/u> Subject to Section 4 of this Article IV
\nand except as provided by law or the Certificate of Incorporation, at all
\nmeetings of Directors, a majority of the total number of Directors then in
\noffice shall constitute a quorum for the transaction of business. Except for the
\ndesignation of committees (as provided in Section 9 of this Article IV), the
\nvote of a majority of Directors present at a meeting at which a quorum is
\npresent shall be the act of the Board of Directors. If a quorum shall not be
\npresent at any meeting of the Board of Directors, a majority of the Directors
\npresent thereat may adjourn the meeting from time to time to another place, time
\nor date, without notice other than announcement at the meeting, until a quorum
\nshall be present.<\/p>\n<\/p>\n

Section 9.<\/em> Committees.<\/u> The Board of Directors may, by
\nresolution passed by a majority of the Whole Board, designate one or more
\ncommittees, each committee to consist of one or more of the Directors of the
\ncorporation, which to the extent provided in such resolution shall have and may
\nexercise the powers of the Board of Directors in the management and affairs of
\nthe corporation and may authorize the seal of the corporation to be affixed to
\nall papers which may require it, except as otherwise limited by statute. The
\nBoard of Directors may designate one or more Directors as alternate members of
\nany committee, who may replace any absent or disqualified member at any meeting
\nof the committee. Such committee or committees shall have such name or names as
\nmay be determined from time to time by resolution adopted by the Board of
\nDirectors. Each committee shall keep regular minutes of its meetings and report
\nthe same to the Directors when required. Each committee of the Board of
\nDirectors may fix its own rules of procedure and shall hold its meetings as
\nprovided by such rules, except as may otherwise be provided by the resolution of
\nthe Board of Directors designating such committee, and unless otherwise
\nprescribed by the Board of Directors, the presence of at least a majority of the
\nmembers of such committee shall be necessary to constitute a quorum.<\/p>\n<\/p>\n

Section 10.<\/em> Compensation.<\/u> The Directors may be paid for
\nexpenses of attendance at each meeting of the Board of Directors and may be paid
\na fixed sum for attendance at each meeting of the Board of Directors or a stated
\nsalary. No such<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

payment shall preclude any Director from serving the corporation in any other
\ncapacity and receiving compensation therefor. Members of committees designated
\nby the Board of Directors may be allowed like compensation for attending
\ncommittee meetings.<\/p>\n<\/p>\n

Section 11.<\/em> Rules.<\/u> The Board of Directors may adopt such
\nspecial rules and regulations for the conduct of their meetings and the
\nmanagement of the affairs of the corporation as they may deem proper, not
\ninconsistent with law, the Certificate of Incorporation or these By-Laws.<\/p>\n<\/p>\n<\/p>\n

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

\n

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

\n

Section 1.<\/em> Number.<\/u> The officers of the corporation shall be
\nchosen by the Board of Directors and shall consist of a president, a chairman
\nand\/or co-chairman of the board, one or more vice-presidents, a secretary, a
\ntreasurer, and such other officers and assistant officers as may be deemed
\nnecessary or desirable by the Board of Directors. Any number of offices may be
\nheld by the same person. In its discretion, the Board of Directors may choose
\nnot to fill any office for any period as it may deem advisable, except the
\noffices of the president and secretary.<\/p>\n<\/p>\n

Section 2.<\/em> Election and Term of Office.<\/u> The officers of the
\ncorporation shall be elected annually by the Board of Directors at the first
\nmeeting of the Board of Directors held after each annual meeting of
\nstockholders. If the election of officers shall not be held at such meeting,
\nsuch election shall be held as soon thereafter as conveniently may be. Vacancies
\nmay be filled or new offices created and filled at any meeting of the Board of
\nDirectors. Each officer shall hold office until the next annual meeting of the
\nBoard of Directors or until a successor is duly elected and qualified or until
\nhis or her earlier death, resignation or removal as hereinafter provided.<\/p>\n<\/p>\n

Section 3.<\/em> Removal.<\/u> Any officer or agent elected or appointed
\nby the Board of Directors may be removed by the Board of Directors whenever in
\nits judgment the best interest of the corporation would be served thereby, but
\nsuch removal shall be without prejudice to the contract rights, if any, of the
\nperson so removed.<\/p>\n<\/p>\n

Section 4.<\/em> Vacancies.<\/u> A vacancy in any office because of
\ndeath, resignation, removal, disqualification or otherwise, may be filled by the
\nBoard of Directors for the unexpired portion of the term by a majority vote of
\nthe Directors then in office.<\/p>\n<\/p>\n

Section 5.<\/em> Compensation.<\/u> Compensation of all officers shall
\nbe fixed by the Board of Directors, and no officer shall be prevented from
\nreceiving such compensation by virtue of the fact that he or she is also a
\nDirector of the corporation. The Board of Directors may authorize any officer,
\nupon whom the power of appointing subordinate officers may have been conferred,
\nto fix the compensation of such subordinate officers.<\/p>\n<\/p>\n

Section 6.<\/em> The Chief Executive Officer.<\/u> The Chief Executive
\nOfficer, if any, in the absence or disability of the Chairman of the Board,
\nshall preside at all meetings of the stockholders; shall have general and active
\nmanagement of the business of the corporation; and shall see that all orders and
\nresolutions of the Board of Directors are carried into effect. The Chief
\nExecutive Officer shall execute bonds, mortgages, and other contracts requiring
\na seal, under the seal of the corporation, except where required or permitted by
\nlaw to be otherwise signed and executed and except where the signing and
\nexecution thereof shall be expressly delegated by the Board of Directors to some
\nother officer or agent of the corporation. In the absence of the Chief Executive
\nOfficer, the President, the Chairman or another officer of the Corporation, as
\ndesignated by the Board of Directors, shall have the powers of the Chief
\nExecutive Officer.<\/p>\n<\/p>\n<\/p>\n

Section 7<\/em>. The President and Vice-Presidents<\/u>. The President
\nshall act in an executive capacity as shall be directed from time to time by the
\nBoard of Directors or the Chief Executive Officer, and shall have such powers
\nand perform such other duties as the Board of Directors or the Chief Executive
\nOfficer may determine from time to time, (which may include, without limitation,
\nassisting the Chief Executive Officer in the operation and administration of the
\ncorporation’s business and the supervision of its policies and affairs), with
\nsuch limitations on such powers or performance of duties as either of the
\nforegoing shall prescribe. The Vice-President, or if there shall be more than
\none, the Vice-Presidents in the order determined by the Board of Directors,
\nshall, in the absence or disability of the President, perform the duties and
\nexercise the powers of the President and shall perform such other duties and
\nhave such powers as the Board of Directors may, from time to time, determine or
\nthese By-Laws may prescribe.<\/p>\n<\/p>\n

Section 8.<\/em> The Chairman of the Board.<\/u> The Chairman and\/or the
\nCo-Chairman of the Board shall preside at all meetings of the stockholders and
\ndirectors; and have such other duties as may be assigned to him or them from
\ntime to time by the Board of Directors.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Section 9.<\/em> The Secretary and Assistant Secretaries.<\/u> The
\nSecretary shall attend all meetings of the Board of Directors and all meetings
\nof the stockholders and record all the proceedings of the meetings of the
\ncorporation an of the Board of Directors in a book to be kept for that purpose
\nand shall perform like duties for the standing committees when required. The
\nSecretary shall give, or cause to be given, notice of all meetings of the
\nstockholders and special meetings of the Board of Directors; perform such other
\nduties as may be prescribed by the Board of Directors or Chief Executive
\nOfficer, or, if there is no Chief Executive Officer, the President, under whose
\nsupervision he or she shall be; shall have custody of the corporate seal of the
\ncorporation and the Secretary, or an Assistant Secretary, shall have authority
\nto affix the same to any instrument requiring it and when so affixed, it may be
\nattested by his or her signature or by the signature of such Assistant
\nSecretary. The Board of Directors may give general authority to any other
\nofficer to affix the seal of the corporation and to attest the affixing by his
\nor her signature. The Assistant Secretary, or if there be more than one, the
\nAssistant Secretaries in the order determined by the Board of Directors, shall,
\nin the absence or disability of the Secretary, perform the duties and exercise
\nthe powers of the Secretary and shall perform such other duties and have such
\nother powers as the Board of Directors may from time to time prescribe.<\/p>\n<\/p>\n

Section 10.<\/em> The Treasurer and Assistant Treasurer.<\/u> The
\nTreasurer shall have the custody of the corporate funds and securities; shall
\nkeep full and accurate accounts of receipts and disbursements in books belonging
\nto the corporation; shall deposit all monies and other valuable effects in the
\nname and to the credit of the corporation as may be ordered by the Board of
\nDirectors, taking proper vouchers for such disbursements; and shall render to
\nthe Chief Executive Officer, or, if there is no Chief Executive Officer, the
\nPresident and the Board of Directors, at its regular meetings, or when the Board
\nof Directors so requires, an account of the corporation. If required by the
\nBoard of Directors, the Treasurer shall give the corporation a bond (which shall
\nbe rendered every six years) in such sums and with such surety or sureties as
\nshall be satisfactory to the Board of Directors for the faithful performance of
\nthe duties of the office of treasurer and for the restoration to the
\ncorporation, in case of death, resignation, retirement, or removal from office,
\nof all books, papers, vouchers, money, and other property of whatever kind in
\nthe possession or under the control of the Treasurer belonging to the
\ncorporation. The Assistant Treasurer, or if there shall be more than one, the
\nAssistant Treasurers in the order determined by the Board of Directors, shall in
\nthe absence or disability of the Treasurer, perform the duties and exercise the
\npowers of the Treasurer and shall perform such other duties and have such other
\npowers as the Board of Directors may from time to time prescribe.<\/p>\n<\/p>\n

Section 11.<\/em> Other Officers, Assistant Officers and Agents.<\/u>
\nOfficers, assistant officers and agents, if any, other than those whose duties
\nare provided for in these By-laws, shall have such authority and perform such
\nduties as may from time to time be prescribed by resolution of the Board of
\nDirectors. The Board of Directors may, from time to time, authorize any officer
\nto appoint and remove such subordinate officers and to prescribe the powers and
\nduties thereof.<\/p>\n<\/p>\n<\/p>\n

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

\n

INDEMNIFICATION OF OFFICERS AND OTHERS<\/strong><\/p>\n

\n

Section 1.<\/em> The corporation shall indemnify any person who was or is
\na party or is threatened to be made a party, his or her heirs, executors or
\nadministrators, to any threatened, pending or completed action, suit or
\nproceeding, whether civil, criminal, administrative or investigative (other than
\nan action by or in the right of the corporation) by reason of the fact that he
\nor she is or was a director, officer, employee or other agent of the
\ncorporation, or is or was serving at the request of the corporation as director,
\nofficer, employee or other agent of another corporation, partnership, joint
\nventure, trust or other enterprise, against expenses (including attorneys’
\nfees), judgments, fines and amounts paid in settlement actually and reasonably
\nincurred by him or her in connection with such action, suit or proceeding if he
\nor she acted in good faith and in a manner he or she reasonable believed to be
\nin or not opposed to the best interest of the corporation, and, with respect to
\nany criminal action or proceeding, had no reasonable cause to believe his or her
\nconduct was unlawful. The termination of any action, suit or proceeding by
\njudgment, order, settlement, conviction, or upon a plea of nolo<\/u>
\ncontendere<\/u> or its equivalent, shall not, of itself, create a presumption
\nthat the person did not act in good faith and in a manner which he or she
\nreasonably believed to be in or not opposed to the best interest of the
\ncorporation, and, with respect to any criminal action or proceeding, had
\nreasonable cause to believe that his or her conduct was unlawful.<\/p>\n<\/p>\n

Section 2.<\/em> The corporation shall indemnify any person who was or is
\na party or is threatened to be made a party, his or her heirs, executors or
\nadministrators, to any threatened, pending or completed action, suit by or in
\nthe right of the corporation to procure a judgment in its favor by reason of the
\nfact that he or she is or was an officer of the corporation, or is or was
\nserving at the request of the corporation as director or officer of another
\ncorporation, against expenses (including attorneys’ fees) actually and
\nreasonably incurred by him or her in connection with defense or settlement of
\nsuch action or suit if he or she acted in good faith and in a manner he or she
\nreasonably believed to be in or not opposed to the best interest 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<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

adjudged to be liable to the corporation unless and only to the extent that
\nthe court in which such action or suit was brought shall determine upon
\napplication that, despite the adjudication of liability but in view of all the
\ncircumstances of the case, such person is fairly and reasonable entitled to
\nindemnification for such expenses which the court shall deem proper.<\/p>\n<\/p>\n

Section 3.<\/em> To the extent that an officer of the corporation or
\nperson serving at the request of the corporation as a director or officer of
\nanother corporation has been successful on the merits or otherwise in defense of
\nany action, suit or proceeding referred to in Sections 1 and 2 of this Article
\nVI or in defense of any claim, issue or matter therein, he or she shall be
\nindemnified against expenses (including attorneys’ fees) actually and reasonably
\nincurred by him or her in connection therewith.<\/p>\n<\/p>\n

Section 4.<\/em> Any indemnification under Sections 1 and 2 of this
\nArticle VI (unless ordered by a court) shall be made by the corporation only as
\nauthorized in the specific case upon a determination that indemnification of the
\nofficer or person serving at the request of the corporation as a director or
\nofficer of another corporation is proper in the circumstances because he or she
\nhas met the applicable standard of conduct set forth in Sections 1 and 2 of this
\nArticle VI. Such determination shall be made (1) by the Board of Directors by a
\nmajority vote of a quorum consisting of Directors who were not parties to such
\naction, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
\nif obtainable a quorum of disinterested Directors so directs, by independent
\nlegal counsel in a written opinion, or (3) by the stockholders.<\/p>\n<\/p>\n

Section 5.<\/em> Expenses incurred in defending a civil or criminal
\naction, suit or proceeding may be paid by the corporation in advance of the
\nfinal disposition of such action, suit or proceeding upon receipt of an
\nundertaking by or on behalf of the officer or person serving at the request of
\nthe corporation as a director or officer of another corporation to repay such
\namount if it shall ultimately be determined that he or she is not entitled to be
\nindemnified by the corporation as authorized in this Article VI.<\/p>\n<\/p>\n

Section 6.<\/em> The indemnification and advancement of expenses provided
\nby, or granted pursuant to, the other subsections of this Article VI shall not
\nbe deemed exclusive of any other rights to which those seeking indemnification
\nor advancement of expenses may be entitled under any by-law, agreement, vote of
\nstockholders or disinterested Directors or otherwise, both as to action in his
\nor her official capacity and as to action in other capacity while holding such
\noffice.<\/p>\n<\/p>\n

Section 7.<\/em> The corporation shall have power to purchase and maintain
\ninsurance on behalf of any person who is or was an officer of the corporation or
\nis or was serving at the request of the corporation as a director or officer of
\nanother corporation against any liability asserted against him or her and
\nincurred by him or her in any such capacity, or arising out of his or her status
\nas such, whether or not the corporation would have the power to indemnify him or
\nher against such liability under the provisions of this Article VI.<\/p>\n<\/p>\n

Section 8.<\/em> For purposes of this Article VI, references to “the
\ncorporation” shall include, in addition to the resulting corporation, any
\nconstituent corporation (including any constituent of a constituent) absorbed in
\na consolidation or merger which, if its separate existence had continued, would
\nhave had power and authority to indemnify its directors and officers so that any
\nperson who is or was a director or officer of such constituent corporation, or
\nis or was serving at the request of such constituent corporation as a director
\nor officer of another corporation shall stand in the same position under the
\nprovisions of this Article VI with respect to the resulting or surviving
\ncorporation as he or she would have with respect to such constituent corporation
\nif its separate existence had continued.<\/p>\n<\/p>\n

Section 9.<\/em> The indemnification and advancement of expenses provided
\nby, or granted pursuant to, this section shall, unless otherwise provided when
\nauthorized or ratified, continue as to a person who has ceased to be an officer,
\nemployee or person serving at the request of the corporation as a director or
\nofficer of another corporation and shall inure to the benefit of the heirs,
\nexecutors and administrators of such a person.<\/p>\n<\/p>\n

Section 10.<\/em> This Article VI may be amended or repealed only by the
\naffirmative vote of the holders of a majority of the Voting Stock; provided that
\nno such amendment or repeal shall adversely affect any right to indemnification
\nfor any act or omission of any person referred to in Section 1 and 2 of this
\nArticle VI which occurred or allegedly occurred prior to the effective date of
\nsuch amendment or repeal.<\/p>\n<\/p>\n

Section 11.<\/em> If in any action, suit or other proceeding or
\ninvestigation, a Director of the corporation is held not liable for monetary
\ndamages because that Director is relieved of personal liability under Article
\nNINTH of the Certificate of Incorporation or otherwise, the Director shall be
\ndeemed to have met the standards of conduct set forth above and to be entitled
\nto indemnification as provided above.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

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

\n

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

\n

Section 1.<\/em> Form.<\/u> Every holder of stock in the corporation
\nshall be entitled to have a certificate, signed by, or in the name of the
\ncorporation by, (1) the President or a Vice-President and (2) the Treasurer or
\nan Assistant Treasurer, or the Secretary or an Assistant Secretary of the
\ncorporation, certifying the number of shares owned by him or her in the
\ncorporation. Where a certificate is signed (1) by a transfer agent or an
\nassistant transfer agent other than the corporation or its employee or (2) by a
\nregistrar, other than the corporation or its employee, the signature of any such
\nPresident, Vice-President, Treasurer, Assistant Treasurer, Secretary, or
\nAssistant Secretary may be facsimile. In case any officer or officers who have
\nsigned, or whose facsimile signature or signatures have been used on, any such
\ncertificate or certificates shall cease to be such officer or officers of the
\ncorporation whether because of death, resignation or otherwise before such
\ncertificate or certificates have been delivered by the corporation, such
\ncertificate or certificates may nevertheless be issued and delivered as though
\nthe person or persons who signed such certificate or certificates or whose
\nfacsimile signature or signatures have been used thereon had not ceased to be
\nsuch officer or officers of the corporation.<\/p>\n<\/p>\n

Section 2.<\/em> Lost Certificates.<\/u> The Board of Directors may
\ndirect a new certificate or certificates to be issued in place of any
\ncertificate or certificates theretofore issued by the corporation alleged to
\nhave been lost, stolen, or destroyed, upon the making of an affidavit of that
\nfact by the person claiming the certificate of stock to be lost, stolen, or
\ndestroyed. When authorizing such issue of a new certificate or certificates, the
\nBoard of Directors may, in its discretion and as a condition precedent to the
\nissuance thereof, require the owner of such lost, stolen, or destroyed
\ncertificate or certificates, or his or her legal representative, to give the
\ncorporation a bond in such sum as it may direct as indemnity against any claim
\nthat may be made against the corporation with respect to the certificate alleged
\nto have been lost, stolen or destroyed.<\/p>\n<\/p>\n

Section 3.<\/em> Fixing a Record Date.<\/u> Except as otherwise provided
\nby law or the Certificate of Incorporation, the Board of Directors may fix in
\nadvance a date, not more than sixty nor less than ten days preceding the date of
\nany meeting of stockholders, or the date for the payment of any dividend, or the
\ndate for the allotment of rights, or the date when any change or conversion or
\nexchange of capital stock shall go into effect, or a date in connection with
\nobtaining any consent, as a record date for the determination of the
\nstockholders entitled to notice of, and to vote at, any such meeting, and any
\nadjournment thereof, or entitled to receive payment of any such dividend, or to
\nany such allotment of rights, or to exercise the rights in respect to any such
\nchange, conversion, or exchange of capital stock, or to give such consent, and
\nin such case such stockholders and only such stockholders as shall be
\nstockholders of record on the date so fixed shall be entitled to such notice of,
\nand to vote at, such meeting and any adjournment thereof, or to receive payment
\nof such dividend, or to receive such allotment of rights, or to exercise such
\nrights, or to give such consent, as the case may be notwithstanding any transfer
\nof any stock on the books of the corporation after any such record date fixed as
\naforesaid. If no record date is fixed, the time for determining stockholders
\nentitled to notice of or to vote at a meeting of stockholders shall be at the
\nclose of business on the day next preceding the day on which notice is given, or
\nif notice is waived, at the close of business on the day next preceding the day
\non which the meeting is held. The time for determining stockholders for any
\nother purpose shall be at the close of business on the date on which the Board
\nof Directors adopts the resolution relating thereto. A determination of
\nstockholders entitled to notice of or to vote at a meeting of stockholders shall
\napply to any adjournment of the meeting; provided, however, that the Board of
\nDirectors may fix a new record date for the adjourned meeting.<\/p>\n<\/p>\n

Section 4.<\/em> Registered Stockholders.<\/u> The corporation shall be
\nentitled to recognize the exclusive right of a person registered on its books as
\nthe owner of shares to receive dividends, and to vote as such owner, and to hold
\nliable for calls and assessments a person registered on its books as the owner
\nof shares, and shall not be bound to recognize any equitable or other claim to
\nor interest in such share or shares on the part of the other person, whether or
\nnot it shall have express or other notice thereof, except as otherwise provided
\nby the laws of the State of Delaware.<\/p>\n<\/p>\n<\/p>\n

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

\n

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

\n

Section 1.<\/em> Dividends.<\/u> Dividends upon the capital stock of the
\ncorporation, subject to the provisions of the Certificate of Incorporation, if
\nany, may be declared by the Board of Directors at any regular or special
\nmeeting, pursuant to law. Dividends may be paid in cash, in property, or in
\nshares of the capital stock, subject to the provisions of the Certificate of
\nIncorporation. Before payment of any dividend, there may be set aside out of any
\nfunds of the corporation available for dividends such sum or sums as the
\nDirectors from time to time, in their absolute discretion, think proper as a
\nreserve or reserves to meet contingencies, or for equalizing dividends, or for
\nrepairing or maintaining any property of the corporation, or for such other
\npurpose as the Directors shall think in the best interest of the corporation,
\nand the Directors may modify or abolish any such reserve in the manner in which
\nit was created.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Section 2.<\/em> Checks.<\/u> All checks or demands for money and notes
\nof the corporation shall be signed by such officer or officers or such other
\nperson or persons as the Board of Directors may from time to time designate.<\/p>\n<\/p>\n

Section 3.<\/em> Fiscal Year.<\/u> The fiscal year of the corporation
\nshall be the period ending December 31 of each year or as otherwise fixed by
\nresolution of the Board of Directors.<\/p>\n<\/p>\n

Section 4.<\/em> Seal.<\/u> The seal of the corporation shall be in the
\nform of a circle and shall have inscribed thereon the name of the corporation,
\nthe year of its organization and the words “Corporate Seal, Delaware.” The seal
\nmay be used by causing it or a facsimile thereof to be impressed or affixed or
\nreproduced or otherwise.<\/p>\n<\/p>\n

Section 5.<\/em> Securities Owned By Corporation.<\/u> Voting securities
\nin any other corporation held by the corporation shall be voted by the Chief
\nExecutive Officer, or, if there is no Chief Executive Officer, the President, or
\nthe Treasurer or any Vice President, unless the Board of Directors specifically
\nconfers authority to vote with respect thereto, which may be general or confined
\nto specific instances, upon some other person or officer. Any person authorized
\nto vote securities shall have the power to appoint proxies, with general power
\nof substitution.<\/p>\n<\/p>\n

Section 6.<\/em> Conflict of Interest.<\/u> No contract or transaction
\nbetween the corporation and one or more of its Directors or officers, or between
\nthe corporation and any other corporation, partnership, association, or other
\norganization in which one or more of its Directors or officers are directors or
\nofficers, or have a financial interest, shall be void or voidable solely for
\nthis reason, or solely because the Director or officer is present at or
\nparticipates in the meeting of the board of or committee thereof which
\nauthorized the contract or transaction, or solely because the votes of the
\nDirector or officer are counted for such purpose, provided that the material
\nfacts as to the relationship or interest of the Director or officer and as to
\nthe contract or transaction are disclosed or are known to the Board of Directors
\nor the committee and the Board of Directors or committee in good faith
\nauthorizes the contract or transaction by the affirmative vote of a majority of
\nthe disinterested Directors, even though the disinterested Directors be less
\nthan a quorum or provided that the contract or transaction is otherwise
\nauthorized in accordance with the laws of Delaware. Common or interested
\nDirectors may be counted in determining the presence of a quorum at a meeting of
\nthe Board of Directors or of a committee which authorizes the contract or
\ntransactions.<\/p>\n<\/p>\n<\/p>\n

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

\n

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

\n

Subject to the provisions of the Certificate of Incorporation, these By-Laws
\nmay be amended or repealed at any regular meeting of the stockholders or at any
\nspecial meeting thereof duly called for that purpose by a majority vote of the
\nshares represented and entitled to vote at such meeting provided that in the
\nnotice of such special meeting notice of such purpose shall be given. Subject to
\nthe laws of the State of Delaware, the Certificate of Incorporation and these
\nBy-Laws, the Board of Directors may by majority vote of those present at any
\nmeeting at which a quorum is present amend or repeal these By-Laws, or adopt
\nsuch other By-Laws as in their judgment may be advisable for the regulation of
\nthe conduct of the affairs of the corporation.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

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