{"id":41501,"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-cmgi-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-cmgi-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-cmgi-inc.html","title":{"rendered":"Bylaws &#8211; CMGI Inc."},"content":{"rendered":"<pre>\n                  __________________________________________\n\n                                   RESTATED\n\n                                    BY-LAWS\n\n                                      of\n\n\n                                  CMGI, INC.\n                           (a Delaware corporation)\n\n                    Originally adopted on November 8, 1993\n\n                         Amended on September 8, 1999\n\n                          Amended on November 8, 1999\n\n\n                  __________________________________________\n\n \n                                  CMGI, INC.\n\n                                        \n                           (a Delaware corporation)\n\n\n                                    BY-LAWS\n\n\n\n                               TABLE OF CONTENTS\n                               -----------------\n\n\n \n \n                                                                        Page\n                                                                     \n \nARTICLE I.  OFFICES...................................................   1\n SECTION 1.  Registered Office........................................   1\n SECTION 2.  Other Offices............................................   1\n \nARTICLE II.  MEETINGS OF STOCKHOLDERS.................................   1\n SECTION 1.  Place of Meeting.........................................   1\n SECTION 2.  Annual Meetings..........................................   1\n SECTION 3.  Special Meetings.........................................   1\n SECTION 4.  Notice...................................................   1\n SECTION 5.  Quorum and Adjournments..................................   2\n SECTION 6.  Notice of Stockholder Business...........................   2\n SECTION 7.  Inspectors...............................................   3\n SECTION 8.  Voting...................................................   3\n \nARTICLE III.  NOMINATION OF DIRECTOR CANDIDATES.......................   4\n SECTION 1.  Notification of Nominees.................................   4\n SECTION 2.  Substitution of Nominees.................................   4\n SECTION 3.  Compliance with Procedures...............................   5\n \nARTICLE IV.  DIRECTORS................................................   5\n SECTION 1.  Powers...................................................   5\n SECTION 2.  Number, Qualification....................................   5\n SECTION 3.  Removal..................................................   5\n SECTION 4.  Vacancies and New Directorships..........................   5\n SECTION 5.  Meetings.................................................   6\n SECTION 6.  Votes....................................................   6\n SECTION 7.  Quorum and Adjournment...................................   6\n SECTION 8.  Compensation.............................................   7\n SECTION 9.  Action by Consent of Directors...........................   7\n \nARTICLE V.  COMMITTEES OF DIRECTORS...................................   7\n SECTION 1.  Executive Committee......................................   7\n SECTION 2.  Audit Committee..........................................   8\n SECTION 3.  Other Committees.........................................   9\n SECTION 4.  Term of Office...........................................   9\n \n\n                                       i\n\n \n\n<font size=\"2\">\n \n \n                                                                        Page\n                                                                     \n \nARTICLE VI.  OFFICERS.................................................   9\n SECTION 1.  Officers.................................................   9\n SECTION 2.  Vacancies................................................  10\n SECTION 3.  Chairman of the Board....................................  10\n SECTION 4.  President................................................  10\n SECTION 5.  Executive Vice Presidents and Vice Presidents............  10\n SECTION 6.  Secretary................................................  10\n SECTION 7.  Assistant Secretaries....................................  10\n SECTION 8.  Treasurer................................................  10\n SECTION 9.  Assistant Treasurers.....................................  11\n SECTION 10.  Controller..............................................  11\n SECTION 11.  Assistant Controllers...................................  11\n SECTION 12.  Subordinate Officers....................................  11\n SECTION 13.  Compensation............................................  11\n SECTION 14.  Removal.................................................  11\n SECTION 15.  Bonds...................................................  11\n \nARTICLE VII.  INDEMNIFICATION.........................................  12\n SECTION 1.  Indemnification..........................................  12\n SECTION 2.  Authorization............................................  13\n SECTION 3.  Expense Advance..........................................  13\n SECTION 4.  Nonexclusivity...........................................  13\n SECTION 5.  Insurance................................................  13\n SECTION 6.  The Corporation..........................................  13\n SECTION 7.  Other Indemnification....................................  14\n SECTION 8.  Other Definitions........................................  14\n SECTION 9.  Continuation of Indemnification..........................  14\n SECTION 10.  Amendment or Reveal.....................................  14\n \nARTICLE VIII.  CERTIFICATES OF STOCK..................................  14\n SECTION 1.  Form and Execution of Certificates.......................  14\n SECTION 2.  Transfer of Shares.......................................  15\n SECTION 3.  Closing of Transfer Books................................  15\n SECTION 4.  Fixing Date for Determination of Stockholders of Record..  15\n SECTION 5.  Lost or Destroyed Certificates...........................  16\n SECTION 6.  Uncertificated Shares....................................  17\n \nARTICLE IX.  EXECUTION OF DOCUMENTS...................................  17\n SECTION 1.  Execution of Checks, Notes, etc..........................  17\n SECTION 2.  Execution of Contracts, Assignments, etc.................  17\n SECTION 3.  Execution of Proxies.....................................  17\n \nARTICLE X.  INSPECTION OF BOOKS.......................................  17\n \nARTICLE XI.  FISCAL YEAR..............................................  17\n \nARTICLE XII.  SEAL....................................................  18\n \nARTICLE XIII.  AMENDMENTS.............................................  18\n \n<\/font>\n\n                                       ii\n\n \n                                  CMGI, INC.\n\n                                        \n                           (a Delaware corporation)\n\n                                    BY-LAWS\n\n                                        \n\n                              ARTICLE I.  OFFICES\n                              ---------                             \n\n      SECTION 1. REGISTERED OFFICE. The registered office of the Corporation in\n                 -----------------\nthe State of Delaware is located at 1209 Orange Street, in the City of\nWilmington, County of New Castle, The name of its registered agent at such\naddress is The Corporation Trust Company.\n\n      SECTION 2. OTHER OFFICES. The Corporation may also have offices at such\n                 -------------\nother places, within or without the State of Delaware, as the Board of Directors\nmay from time to time appoint or the business of the Corporation may require.\n\n                     ARTICLE II.  MEETINGS OF STOCKHOLDERS\n                     ----------\n\n      SECTION 1. PLACE OF MEETING. Meetings of the Stockholders shall be held\n                 ----------------\neither within or without the State of Delaware at such place as the Board of\nDirectors may fix.\n\n      SECTION 2. ANNUAL MEETINGS. The annual meeting of stockholders shall be\n                 ---------------\nheld for the election of directors on such date and at such time as the Board of\nDirectors may fix. Any other business properly brought before the annual meeting\nof stockholders as provided by applicable law and by these By-Laws may be\ntransacted at the annual meeting.\n\n      SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders for any\n                 ----------------\npurpose or purposes may be called by the Chairman of the Board of Directors, or\npursuant to a resolution approved by a majority of the Whole Board (as defined\nbelow), or upon receipt of a written request signed by stockholders owning at\nleast 20 percent of the stock entitled to vote at the meeting. Any such\nresolution of the Board of Directors or any such request of stockholders shall\nstate the purpose or purposes of the proposed meeting. Business transacted at\nany special meeting is limited to the purposes stated in the notice. For the\npurposes of these By-Laws, the term 'Whole Board' is defined as the total number\nof Directors which the Corporation would have if there were no vacancies.\n\n      SECTION 4. NOTICE. Written or printed notice of every meeting of\n                 ------\nstockholders, annual or special, stating the hour, date and place thereof, and,\nin the case of special meetings, the purpose or purposes for which the meeting\nis called shall, not less than ten (10), or such longer period as shall be\nprovided by law, the Certificate of Incorporation, these By-Laws, or otherwise,\nand not more than sixty (60) days before such meeting, be delivered or mailed to\neach stockholder entitled to vote thereat, at his address as it appears upon the\nstock records of the Corporation or, if such stockholder shall have filed with\nthe Secretary of the Corporation a written request that notices intended for him\nbe mailed to some other address, then to the address designated in such request.\n\n                                      -1-\n\n \n      SECTION 5. QUORUM AND ADJOURNMENTS. Except as otherwise provided by law or\n                 -----------------------\nby the Certificate of Incorporation, the presence in person or by proxy at any\nmeeting of stockholders of the holders of a majority of the shares of the\ncapital stock of the Corporation issued and outstanding and entitled to vote\nthereat, shall be requisite and shall constitute a quorum. If two or more\nclasses of stock are entitled to vote as separate classes upon any question,\nthen, in the case of each such class, a quorum for the consideration of such\nquestion shall, except as otherwise provided by law or by the Certificate of\nIncorporation, consist of a majority in interest of all stock of that class\nissued, outstanding and entitled to vote. If a majority of the shares of capital\nstock of the Corporation issued and outstanding and entitled to vote thereat at,\nor, where a larger quorum is required, such larger quorum, shall not be\nrepresented at any meeting of the stockholders, the holders of a majority of the\nshares present or represented by proxy and entitled to vote thereat shall have\nthe power to adjourn the meeting to another time, or to another time and place,\nwithout notice other than announcement of adjournment at the meeting, and there\nmay be successive adjournments for like cause and in like manner until the\nrequisite amount of shares entitled to vote at such meeting shall be\nrepresented; provided, however, that if the adjournment is for more than thirty\n(30) days, or if after the adjournment a new record date is fixed for the\nadjourned meeting, written notice of the hour, date and place of the adjourned\nmeeting shall be given to each stockholder entitled to vote thereat. At any\nadjourned meeting any business may be transacted which might have been\ntransacted at the original meeting. Subject to the requirements of law and the\nCertificate of Incorporation, on any issue on which two or more classes of stock\nare entitled to vote separately, no adjournment shall be taken with respect to\nany class for which a quorum is present unless the Chairman of the meeting\notherwise directs. At any meeting held to consider matters which were subject to\nadjournment for want of a quorum at which the requisite amount of shares\nentitled to vote thereat shall be represented, any business may be transacted\nwhich might have been transacted at the meeting as originally noticed.\n\n      SECTION 6. NOTICE OF STOCKHOLDER BUSINESS. At an annual meeting of the\n                 ------------------------------\nstockholders, only such business shall be conducted as shall have been properly\nbrought before the meeting. To be properly brought before an annual meeting,\nbusiness must be (A) specified in the notice of meeting (or any supplement\nthereto) given by or at the direction of the Chairman of the Board of Directors,\n(B) otherwise properly brought before the meeting by or at the direction of a\nmajority of the whole Board, or (C) otherwise properly brought before the\nmeeting by a stockholder as provided by and in accordance with applicable law,\nrules and regulations and these By-Laws. For business to be properly brought\nbefore an annual meeting by a stockholder, the stockholders must have given\ntimely notice thereof in writing to the Secretary of the Corporation. To be\ntimely, a stockholder's notice must be delivered to or mailed to and received at\nthe principal executive offices of the Corporation in accordance with applicable\nlaw, rules and regulations and not less than 120 days in advance of the date of\nthe Corporation's notice of annual meeting released to stockholders in\nconnection with the previous year's annual meeting of stockholders, except that\nif no annual meeting was held in the previous year or the date of the annual\nmeeting has been changed by more than 30 calendar days from the date\ncontemplated at the time of the previous year's notice of annual meeting of\nstockholders, then, in that event only, a stockholders' notice hereunder must be\ndelivered to and received at the principal executive offices of the corporation\nat least 30 calendar days before the notice of the date of the annual meeting is\nmailed to stockholders in the current year.\n\n                                      -2-\n\n \n     A stockholder's notice to the Secretary shall set forth as to each matter\nthe stockholder proposes to bring before the annual meeting (A) a brief\ndescription of the business desired to be brought before the annual meeting and\nthe reasons for conducting such business at the annual meeting, (B) the name and\naddress, as they appear on the Corporation's books, of the stockholder proposing\nsuch business, (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 applicable law, rules and regulations, and in accordance with\nthe procedures set forth in this SECTION 6 OF ARTICLE II.\n\n     The presiding officer of an annual meeting shall, if the facts warrant,\ndetermine and declare to the meeting that the 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.\n\n     SECTION 7. INSPECTORS. The Board of Directors shall appoint inspectors of\n                ----------\nelection to act as judges of the voting and to determine those entitled to vote\nat any meeting of stockholders, or any adjournment thereof, in advance of such\nmeeting, but if the Board of Directors fails to make such appointments or if an\nappointee fails to serve, the presiding officer of the meeting of stockholders\nmay appoint substitute inspectors.\n\n     SECTION 8. VOTING. Except as otherwise provided by law or by the\n                -------\nCertificate of Incorporation or by a resolution of the Board of Directors\nadopted in accordance with the Certificate of Incorporation, each stockholder\nshall be entitled at every meeting of the stockholders to one vote for each\nshare of stock having voting power standing in the name of such stockholder on\nthe books of the Corporation on the record date for the meeting and such votes\nmay be cast in person or by proxy executed in writing (or in such other manner\nfrom time to time permitted by the General Corporation Law of the State of\nDelaware). Every proxy must be duly executed in accordance with these By-Laws\nand evidence thereof shall be filed with the Secretary of the Corporation. A\nstockholder may revoke any proxy which is not irrevocable by attending the\nmeeting and voting in person or by filing an instrument in writing revoking the\nproxy or another duly executed proxy bearing a later date with the Secretary of\nthe Corporation. The vote upon any question brought before a meeting of the\nstockholders may be by voice vote, unless otherwise required by these By-Laws or\nunless the holders of a majority of the outstanding shares of all classes of\nstock entitled to vote thereon present in person or by proxy at such meeting\nshall so determine. Every vote taken by written ballot shall be counted by the\ninspectors of election. When a quorum is present at any meeting, the vote of the\nholders of a majority (or such other percentage as may be specified or required\nby the Certificate of Incorporation, or by a resolution of the Board of\nDirectors adopted in accordance with SECTION 2 of ARTICLE FOURTH of the\nCertificate of Incorporation, or by law, or by these By-Laws) 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 or the Certificate of Incorporation. With respect to any election or\nquestions required to be decided by any class of stock voting as a class, the\nvote of the holders of a majority (or such other percentage as may be specified\nor required by the Certificate of\n\n                                      -3-\n\n \nIncorporation, or by a resolution of the Board of Directors adopted in\naccordance with SECTION 2 of ARTICLE FOURTH of the Certificate of Incorporation,\nor by law, or by these By-Laws) of such class of stock present in person or by\nproxy and which actually voted shall decide any such election or question.\n\n                ARTICLE III.  NOMINATION OF DIRECTOR CANDIDATES\n                -----------\n\n     SECTION 1. NOTIFICATION OF NOMINEES. Subject to the rights of holders of\n                ------------------------\nany class or series of stock having a preference over the Common Stock as to\ndividends, upon liquidation, or to elect additional Directors under specified\ncircumstances, nominations for the election of Directors may be made by the\nBoard of Directors or a committee appointed by The Board of Directors or by any\nstockholder entitled to vote in the election of Directors generally. However,\nany stockholder entitled to vote in the election of Directors generally may\nnominate one or more persons for election as Directors at a meeting only if\nwritten notice of such stockholder's intent to make such nomination or\nnominations has been given, either by personal delivery or by United States\nmail, postage prepaid, to the Secretary of the Corporation not later than 120\ndays in advance of the date of the Corporation's notice of annual meeting\nreleased to stockholders in connection with the previous year's annual meeting\nof stockholders, except that if no annual meeting was held in the previous year\nor the date of the annual meeting has been changed by more than 30 calendar days\nfrom the date contemplated at the time of the previous year's notice of annual\nmeeting of stockholders, then, in that event only, a stockholders' notice\nhereunder must be delivered to and received at the principal executive offices\nof the corporation at least 30 calendar days before the notice of the date of\nthe annual meeting is mailed to stockholders in the current year.\n\n     Each such notice shall set forth: (A) the name and address of the\nstockholder who intends to make the nomination and of the person or persons to\nbe nominated; (B) a representation that the stockholder is a holder of record of\nstock of the Corporation entitled to vote at such meeting and intends to appear\nin person or by proxy at the meeting to nominate the person or persons specified\nin the notice; (C) a description of all arrangements or understandings between\nthe stockholder and each nominee and any other person or persons (naming such\nperson or persons) pursuant to which the nomination or nominations are to be\nmade by the stockholder; (D) such other information regarding each nominee\nproposed by such stock-holders as would be required to be included in a proxy\nstatement filed pursuant to the proxy rules of the Securities and Exchange\nCommission had the nominee been nominated, or intended to be nominated, by the\nBoard of Directors; and (E) the consent of each nominee to serve as a Director\nof the Corporation if so elected.\n\n     SECTION 2. SUBSTITUTION OF NOMINEES. If a person is validly designated as a\n                ------------------------\nnominee in accordance with Section 1 of this Article III, and shall thereafter\nbecome unable or unwilling to stand for election to the Board of Directors, the\nBoard of Directors or the stockholder who proposed such nominee, as the case may\nbe, may designate a substitute nominee upon delivery, not fewer than five days\nprior to the date of the meeting for the election of such nominee, of a written\nnotice to the Secretary setting forth such information regarding such substitute\nnominee as would have been required to be delivered to the Secretary pursuant to\nSection 1 of this Article III, had such substitute nominee been initially\nproposed as a nominee. Such notice shall include a\n\n                                      -4-\n\n \nsigned consent to serve as a Director of the Corporation, if elected, of each\nsuch substitute nominee.\n\n     SECTION 3. COMPLIANCE WITH PROCEDURES. If the presiding officer of the\n                --------------------------\nmeeting for the election or Directors determines that a nomination for any\ncandidate for election as a Director at such meeting was not made in accordance\nwith the applicable provisions of these By-Laws, such person will not be\neligible for election as a Director and such nomination shall be void.\n\n                            ARTICLE IV . DIRECTORS\n                            ----------                              \n\n     SECTION 1. POWERS. The business and affairs of the Corporation shall be\n                ------\nmanaged by or under the direction of its Board of Directors, which may exercise\nall such powers of the Corporation and do all such lawful acts and things as are\nnot by law or by the Certificate of Incorporation directed or required to be\nexercised or done by the stockholders.\n\n     SECTION 2. NUMBER, QUALIFICATION. Election and Terms. Except as otherwise\n                ---------------------\nfixed by, or pursuant to, the provisions of SECTION 2 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, the number of\nDirectors shall be fixed from time to time by resolution of the Board of\nDirectors, but shall not be less than three nor more than fifteen persons. The\nDirectors, other than those who may be elected by the holders of any class or\nseries of stock having a preference over the Common Stock, shall be classified,\nwith respect to the time for which they severally hold office, into three\nclasses, as nearly equal in number as possible, as determined by the Board of\nDirectors. One class (Class I) shall hold office initially for a term expiring\nat the annual meeting of stockholders to be held in 1994, and another class\n(Class II) shall hold office initially for a term expiring at the annual meeting\nof stockholders to be held in 1995, and another class ('Class III') shall hold\noffice initially for a term expiring at the annual meeting of stockholders to be\nheld in 1996, with the members of each class to hold office until their\nsuccessors are elected and qualified. At each succeeding annual meeting of the\nstockholders of the Corporation, the successors of the class of Directors whose\nterm expires at that meeting shall be elected by plurality vote by written\nballot to hold office for a term expiring at the annual meeting for stockholders\nheld in the third year following the year of their election.\n\n     SECTION 3. REMOVAL. Subject to the rights of the holders of any class or\n                -------\nseries of stock having a preference over the Common Stock, any Director may be\nremoved from office by the stockholders in the manner provided in this SECTION 3\nof ARTICLE IV. At any annual meeting of the stockholders of the Corporation or\nat any special meeting of the stockholders of the Corporation, the notice of\nwhich shall state that the removal of a Director or Directors is among the\npurposes of the meeting, the affirmative vote of the holders of at least 75\npercent of the combined voting power of the outstanding shares of Voting Stock\n(as defined below), voting together as a single class, may remove such Director\nor Directors. 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.\n\n     SECTION 4. VACANCIES AND NEW DIRECTORSHIPS. Except as otherwise fixed by or\n                -------------------------------\nprovided for or pursuant to the provisions of ARTICLE FOURTH of the Certificate\nof Incorporation \n\n                                      -5-\n\n \nrelating to the rights of the holders of any class or series of\nstock having a preference over the Common Stock, vacancies and newly created\ndirectorships resulting from any increase in the authorized number of Directors\nshall be filled solely by the affirmative vote of a majority of the Directors\nthen in office though less than a quorum, or by a sole remaining Director,\nexcept as may be required by law. Any Director so chosen shall hold office for\nthe remainder of the full term of the class of Directors in which the new\ndirectorship was created or the vacancy occurred and until such Director's\nsuccessor shall have been elected and qualified. No decrease in the authorized\nnumber of Directors constituting the Board of Directors shall shorten the term\nof any incumbent Director.\n\n     SECTION 5. MEETINGS. Meetings of the Board of Directors shall be held at\n                --------\nsuch place, within or without the State of Delaware, as may from time to time be\nfixed by resolution of the Board of Directors or by the Chairman of the Board,\nif there be one, the President and as may be specified in the notice or waiver\nof notice of any meeting. Meetings may be held at any time upon the call of the\nChairman of the Board, if there be one, or the President or any two (2) of the\nDirectors in office by oral, telegraphic, telex, telecopy or other form of\nelectronic transmission, or written notice, duly served or sent or mailed to\neach Director not less than twenty-four (24) hours before such meeting, or such\nshorter time period as the person or persons calling the meeting shall deem\nappropriate under the circumstances.\n\n     Meetings may be held at any time and place without notice if all the\nDirectors are present and do not object to the holding of such meeting for lack\nof proper notice or if those not present shall, in writing or by telegram,\ntelex, telecopy or other form of electronic transmission, waive notice thereof.\nA regular meeting of the Board may be held without notice immediately following\nthe annual meeting of stockholders at the place where such meeting is held.\nRegular meetings of the Board may also be held without notice at such time and\nplace as shall from time to time be determined by resolution of the Board.\n\n     Members of the Board of Directors or any committee thereof may participate\nin a meeting of such Board or committee by means of conference telephone or\nsimilar communications equipment by means of which all persons participating in\nthe meeting can hear each other and participation in a meeting pursuant to the\nforegoing provisions shall constitute presence in person at the meeting.\n\n     SECTION 6. VOTES. Except as otherwise provided by law, the Certificate of\n                -----\nIncorporation or otherwise, the vote of the majority of the directors present at\na meeting at which a quorum is present shall be the act of the Board of\nDirectors.\n\n     SECTION 7. QUORUM AND ADJOURNMENT. Subject to SECTION 4 of this ARTICLE IV,\n                ----------------------\nand except as otherwise provided by law, the Certificate of Incorporation or\notherwise, a majority of the Directors shall constitute a quorum for the\ntransaction of business. If at any meeting of the Board there shall be less than\na quorum present, a majority of those present may adjourn the meeting from time\nto time without notice other than announcement of the adjournment at the\nmeeting, and at such adjourned meeting at which a quorum is present any business\nmay be transacted which might have been transacted at the meeting as originally\nnoticed.\n\n                                      -6-\n\n \n     SECTION 8. COMPENSATION. Directors shall receive compensation for their\n                ------------\nservices, as such, and for service on any Committee of the Board of Directors,\nas fixed by resolution of the Board of Directors and for expenses of attendance\nat each regular or special meeting of the Board or any Committee thereof.\nNothing in this Section shall be construed to preclude a Director from serving\nthe Corporation in any other capacity and receiving compensation therefor.\n\n     SECTION 9. ACTION BY CONSENT OF DIRECTORS. Any action required or permitted\n                ------------------------------\nto be taken at any meeting of the Board of Directors or of any committee thereof\nmay be taken without a meeting if all members of the Board or committee, as the\ncase may be, consent thereto in writing, and the writing or writings are filed\nwith the minutes of proceedings of the Board, or committee. Such consent shall\nbe treated as a vote adopted at a meeting for all purposes. Such consents may be\nexecuted in one or more counterparts and not every Director or committee member\nneed sign the same counterpart.\n\n                      ARTICLE V. COMMITTEES OF DIRECTORS\n                      ---------                                             \n\n     SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may, by resolution\n                -------------------\npassed by a majority of the Whole Board, appoint an Executive Committee of two\n(2) or more members, to serve at the pleasure of the Board, to consist of such\ndirectors as the Board may from time to time designate. The Board of Directors\nshall designate the Chairman of the Executive Committee.\n\n        (a) PROCEDURE. The Executive Committee shall, by a vote of a majority of\n            ----------\nits members, fix its own times and places of meeting, determine the number of\nits members constituting a quorum for the transaction of business, and prescribe\nits own rules of procedure, no change in which shall be made save by a majority\nvote of its members.\n             \n        (b) RESPONSIBILITIES. During the intervals between the meetings of the\n            ----------------\nBoard of Directors except as otherwise provided by the Board of Directors in\nestablishing such Committee or otherwise, the Executive Committee shall possess\nand may exercise all the powers of the Board in the management and direction of\nthe business and affairs of the Corporation; provided, however, that the\nExecutive Committee shall not, except to the extent the Certificate of\nIncorporation or the resolution providing for the issuance of shares of stock\nadopted by the Board of Directors as provided in SECTION 151(A) of the Delaware\nGeneral Business Corporation Law, have the power:\n\n              (i) to amend or authorize the amendment of the Certificate of\nIncorporation or these By-Laws;\n\n              (ii) to authorize the issuance of stock;\n\n              (iii) to authorize the payment of any dividend;\n\n              (iv) to adopt an agreement of merger or consolidation of the\nCorporation or to recommend to the stockholders the sale, lease or exchange of\nall or substantially all the property and business of the Corporation;\n\n                                      -7-\n\n \n              (v) to recommend to the stockholders a dissolution, or a\n     revocation of a dissolution, of the Corporation; or\n\n              (vi) to adopt a certificate of ownership and merger pursuant to\n     SECTION 253 of the Delaware Business Corporation Law.\n\n        (c) REPORTS. The Executive Committee shall keep regular minutes of its\n            -------\nproceedings, and all action by the Executive Committee shall be reported\npromptly to the Board of Directors. Such action shall be subject to review,\namendment and repeal by the Board, provided that no rights of third parties\nshall be adversely affected by such review, amendment or repeal.\n\n        (d) APPOINTMENT OF ADDITIONAL MEMBERS.  In the absence or\n            ---------------------------------\ndisqualification of any member of the Executive Committee, the member or members\nthereof present at any meeting and not disqualified from voting, whether or not\nconstituting a quorum, may unanimously appoint another member of the Board of\nDirectors to act at the meeting in place of any such absent or disqualified\nmember.\n\n     SECTION 2. AUDIT COMMITTEE.  The Board of Directors may, by resolution\n                ---------------\npassed by a majority of the Whole Board, appoint an Audit Committee of two (2)\nor more members who shall not be officers or employees of the Corporation to\nserve at the pleasure of the Board. The Board of Directors shall designate the\nChairman of the Audit Committee.\n\n        (a) PROCEDURE.  The Audit Committee, by a vote of a majority of its\n            ---------\nmembers, shall fix its own times and places of meeting, shall determine the\nnumber of its members constituting a quorum for the transaction of business, and\nshall prescribe its own rules of procedure, no change in which shall be made\nsave by a majority vote of its members.\n\n        (b) RESPONSIBILITIES.  The Audit Committee shall review the annual\n            ----------------\nfinancial statements of the Corporation prior to their submission to the Board\nof Directors, shall consult with the Corporation's independent auditors, and may\nexamine and consider such other matters in relation to the internal and external\naudit of the Corporation's accounts and in relation to the financial affairs of\nthe Corporation and its accounts, including the selection and retention of\nindependent auditors, as the Audit Committee may, in its discretion, determine\nto be desirable.\n\n        (c) REPORTS.  The Audit Committee shall keep regular minutes of its\n            -------\nproceedings, and all action by the Audit Committee shall, from time to time, be\nreported to the Board of Directors as it shall direct. Such action shall be\nsubject to review, amendment and repeal by the Board, provided that no rights of\nthird parties shall be adversely affected by such review, amendment or repeal.\n\n        (d) APPOINTMENT OF ADDITIONAL MEMBERS.  In the absence or\n            ---------------------------------\ndisqualification of any member of the Audit Committee, the member or members\nthereof present at any meeting and not disqualified from voting, whether or not\nconstituting a quorum, may unanimously appoint another member of the Board of\nDirectors to act at the meeting in place of any such absent or disqualified\nmember.\n\n                                      -8-\n\n \n     SECTION 3. OTHER COMMITTEES.  The Board of Directors may, by resolution\n                ----------------\npassed by a majority of the Whole Board, at any time appoint one or more other\ncommittees, including a compensation committee, from and outside of its own\nnumber. Every such committee must include at least one member of the Board of\nDirectors. The Board may from time to time designate or alter, within the limits\npermitted by law, the Certificate of Incorporation and this Article, if\napplicable, the duties, powers and number of members of such other committees or\nchange their membership, and may at any time abolish such other committees or\nany of them.\n\n        (a) PROCEDURE.  Each committee, appointed pursuant to this Section 3)\n            ---------\nshall, by a vote of a majority of its members, fix its own times and places of\nmeeting, determine the number of its members constituting a quorum for the\ntransaction of business, and prescribe its own rules of procedure, no change in\nwhich shall be made save by a majority vote of its members.\n\n        (b) RESPONSIBILITIES.  Each committee, appointed pursuant to this\n            ----------------\nSECTION 3, shall exercise the powers assigned to it by the Board of Directors in\nits discretion.\n\n        (c) REPORTS.  Each committee appointed pursuant to this Section 3 shall\n            -------\nkeep regular minutes of proceedings, and all action by each such committee\nshall, from time to time, be reported to the Board of Directors as it shall\ndirect. Such action shall be subject to review, amendment and repeal by the\nBoard, provided that no rights of third parties shall be adversely affected by\nsuch review, amendment or repeal.\n\n        (d) APPOINTMENT OF ADDITIONAL MEMBERS.  In the absence or\n            ---------------------------------\ndisqualification of any member of each committee, appointed pursuant to this\nSECTION 3, the member or members thereof present at any meeting and not\ndisqualified from voting, whether or not constituting a quorum, may unanimously\nappoint another member of the Board of Directors (or, to the extent permitted,\nanother person) to act at the meeting in place of any such absent or\ndisqualified member.\n\n     SECTION 4. TERM OF OFFICE.  Each member of a committee shall hold office\n                --------------\nuntil the first meeting of the Board of Directors following the annual meeting\nof stockholders (or until such other time as the Board of Directors may\ndetermine, either in the vote establishing the committee or at the election of\nsuch member or otherwise) and until his successor is elected and qualified, or\nuntil he sooner dies, resigns, is removed, is replaced by change of membership\nor becomes disqualified by ceasing to be a Director (where membership on the\nBoard is required), or until the committee is sooner abolished by the Board of\nDirectors.\n\n                             ARTICLE VI.  OFFICERS\n                             ----------                             \n\n     SECTION 1. OFFICERS.  The Board of Directors shall elect a President, a\n                --------\nSecretary and a Treasurer, and, in their discretion, may elect a Chairman of the\nBoard, a Vice Chairman of the Board, a Controller, and one or more Executive\nVice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries,\nAssistant Treasurers and Assistant Controllers as they deem necessary or\nappropriate. Such officers shall be elected annually by the Board of Directors\nat its first meeting following the annual meeting of stockholders (or at such\nother meeting as the Board of Directors determines), and each shall hold office\nfor the term provided by the vote of the \n\n                                      -9-\n\n \nBoard, except that each will be subject to removal from office in the discretion\nof the Board as provided herein. The powers and duties of more than one office\nmay be exercised and performed by the same person.\n\n     SECTION 2. VACANCIES.  Any vacancy in any office may be filled for the\n                ---------\nunexpired portion of the term by the Board of Directors, at any regular or\nspecial meeting.\n\n     SECTION 3. CHAIRMAN OF THE BOARD.  The Chairman of the Board of Directors,\n                ---------------------\nif elected, shall be a member of the Board of Directors and shall preside at its\nmeetings. He shall advise and counsel with the President, and shall perform such\nduties as from time to time may be assigned to him by the Board of Directors.\n\n     SECTION 4. PRESIDENT.  The President shall be the chief executive officer\n                ---------\nof the Corporation, unless the Board of Directors designates the Chairman of the\nBoard of Directors or another officer as chief executive officer. Subject to the\ndirection of the Board of Directors, the President shall have and exercise\ndirect charge of and general supervision over the business and affairs of the\nCorporation and shall perform all duties incident to the office of the President\nof a corporation and such other duties as from time to time may be assigned to\nhim by the Board of Directors. The President may but need not be a member of the\nBoard of Directors.\n\n     SECTION 5. EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS.  Each Executive\n                ---------------------------------------------\nVice President and Vice President shall have and exercise such powers and shall\nperform such duties as from time to time may be assigned to him by the Board of\nDirectors or the President.\n\n     SECTION 6. SECRETARY.  The Secretary shall keep the minutes of all meetings\n                ---------\nof the stockholders and of the Board of Directors in books provided for the\npurpose, he shall see that all notices are duly given in accordance with the\nprovisions of law and these By-Laws; he shall be custodian of the records and of\nthe corporate seal or seals of the Corporation; he shall see that the corporate\nseal is affixed to all documents the execution of which, on behalf of the\nCorporation under its seal, is duly authorized, and, when the seal is so\naffixed, he may attest the same; he may sign, with the President, an Executive\nVice President or a Vice President, certificates of stock of the Corporation;\nand, in general, he shall perform all duties incident to the office of secretary\nof a corporation, and such other duties as from time to time may be assigned to\nhim by the Board of Directors.\n\n     SECTION 7. ASSISTANT SECRETARIES.  The Assistant Secretaries in order of\n                ---------------------\ntheir seniority shall, in the absence or disability of the Secretary, perform\nthe duties and exercise the powers of the Secretary and shall perform such other\nduties as the Board of Directors shall prescribe or as from time to time may be\nassigned by the Secretary.\n\n     SECTION 8. TREASURER.  The Treasurer shall have charge of and be\n                ---------\nresponsible for all funds, securities, receipts and disbursements of the\nCorporation, and shall deposit, or cause to be deposited, in the name of the\nCorporation, all monies or other valuable effects in such banks, trust companies\nor other depositories as shall, from time to time, be selected by the Board of\nDirectors; he may endorse for collection on behalf of the Corporation checks,\nnotes and other obligations he may sign receipts and vouchers for payments made\nto the Corporation; he may sign checks of the \n\n                                      -10-\n\n \nCorporation, singly or jointly with another person as the Board of Directors may\nauthorize, and pay out and dispose of the proceeds under the direction of the\nBoard he shall render to the President and to the Board of Directors, whenever\nrequested, an account of the financial condition of the Corporation; he may\nsign, with the President, or an Executive Vice President or a Vice President,\ncertificates of stock of the Corporation and in general, shall perform all the\nduties incident to the office of treasurer of a corporation, and such other\nduties as from time to time may be assigned to him by the Board of Directors.\n\n     SECTION 9. ASSISTANT TREASURERS.  The Assistant Treasurers in order of\n                --------------------\ntheir seniority shall, in the absence or disability of the Treasurer, perform\nthe duties and exercise the powers of the Treasurer and shall perform such other\nduties as the Board of Directors shall prescribe or as from time to time may be\nassigned by the Treasurer.\n\n     SECTION 10. CONTROLLER.  The Controller, if elected, shall be the chief\n                 ----------\naccounting officer of the Corporation, in general, he shall perform all duties\nincident to the office of a controller of a corporation, and in the absence of\nor disability of the Treasurer or any Assistant Treasurer, perform the duties\nand exercise the powers of the Treasurer and shall perform such other duties as\nthe Board of Directors shall prescribe or as from time to rime may be assigned\nby the President or the Treasurer.\n\n     SECTION 11. ASSISTANT CONTROLLERS.  The Assistant Controllers in order of\n                 ---------------------\ntheir seniority shall, in the absence or disability of the Controller, perform\nthe duties and exercise the powers of the Controller and shall perform such\nother duties as the Board of Directors shall prescribe or as from time to time\nmay be assigned by the Controller.\n\n     SECTION 12. SUBORDINATE OFFICERS.  The Board of Directors may appoint such\n                 --------------------\nsubordinate officers as it may deem desirable. Each such officer shall hold\noffice for such period, have such authority and perform such duties as the Board\nof Directors may prescribe. The Board of Directors may, from time to time,\nauthorize any officer to appoint and remove subordinate officers and to\nprescribe the powers and duties thereof.\n\n     SECTION 13. COMPENSATION.  The Board of Directors, or a duly authorized\n                 ------------\nexecutive compensation committee of the Board of Directors, shall fix the\ncompensation of all officers of the Corporation. It may authorize any officer,\nupon whom the power of appointing subordinate officers may have been conferred,\nto fix the compensation of such subordinate officers.\n\n     SECTION 14. REMOVAL.  Any officer of the Corporation may be removed, with\n                 -------\nor without cause, by action of the Board of Directors.\n\n     SECTION 15. BONDS.  The Board of Directors may require any officer of the\n                 -----\nCorporation to give a bond to the Corporation, conditional upon the faithful\nperformance of his duties, with one or more sureties and in such amount as may\nbe satisfactory to the Board of Directors.\n\n                                      -11-\n\n \n                         ARTICLE VII.  INDEMNIFICATION\n                         -----------                        \n\n     SECTION 1. INDEMNIFICATION.\n                --------------- \n\n        (a) The Corporation shall indemnify and hold harmless, to the fullest\nextent permitted by applicable law as it presently exists or may hereafter be\namended, any person who was or is a party or is threatened to be made a party or\nis otherwise involved in 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 a person for whom he is the legal representative, is or was a Director or\nofficer of the Corporation, or is or was serving at the express written request\nof the Corporation as a Director, officer, trustee, partner, employee or agent\nof another corporation, partnership, joint venture, trust or other enterprise or\nnon-profit entity against all liability, losses, expenses (including attorneys'\nfees), judgments, fines, and amounts paid in settlement actually and reasonably\nincurred by him in connection with such action, suit or proceeding if he acted\nin good faith and in a manner he reasonably believed to be in or not opposed to\nthe best interest of the Corporation, and, with respect to any criminal action\nor proceeding, had no reasonable cause to believe his conduct was unlawful. The\ntermination of any action, suit or proceeding by judgment, order, settlement,\nconviction, or upon a plea of nolo contendere or its equivalent, shall not, of\nitself, create a presumption that the person did not act in good faith and in a\nmanner which he reasonably believed to be in or not opposed to the best interest\nof the Corporation, and, with respect to any criminal action or proceeding, had\nreasonable cause to believe that his conduct was unlawful.\n\n        (b) The Corporation shall indemnify any person who was or is a party or\nis threatened to be made a party to any threatened, pending or completed action\nor suit by or in the right of the Corporation to procure a judgment in its favor\nby reason of the fact that he is or was a Director or officer of the\nCorporation, or is or was serving at the express written request of the\nCorporation as a Director, officer, trustee, partner, employee or agent of\nanother corporation, partnership, joint venture, trust or other enterprise or\nnon-profit entity against expenses (including attorneys' fees) actually and\nreasonably incurred by him in connection with the defense or settlement of such\naction or suit if he acted in good faith and in a manner he reasonably believed\nto be in or not opposed to the best interests of the Corporation; except that no\nindemnification shall be made in respect of any claim, issue or matter as to\nwhich such person shall have been adjudged to be liable for gross negligence or\nwillful misconduct in the performance of his duty to the Corporation unless and\nonly to the extent that the Court of Chancery of the State of Delaware 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 of the State of Delaware or such other\ncourt shall deem proper.\n\n        (c) To the extent that any person referred to in PARAGRAPHS (A) OR (B)\nhas been successful on the merits or otherwise in defense of any action, suit or\nproceeding referred to therein, or in defense of any claim, issue or matter\ntherein, he shall be indemnified against expenses (including attorneys' fees)\nactually and reasonably incurred by him in connection therewith.\n\n                                      -12-\n\n \n     SECTION 2. AUTHORIZATION.  Any indemnification under SECTION 1 of this\n                -------------\nARTICLE VII (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\ndirector, trustee, partner, or officer is proper in the circumstances because he\nhas met the applicable standard of conduct set forth in SECTION 1 of this\nARTICLE VII. Such determination shall be made: (A) by the Board of Directors by\na majority vote of a quorum consisting of directors who are not parties to such\naction, suit or proceeding, or (B) if such a quorum is not obtainable, or, even\nif obtainable, a quorum of disinterested directors so directs, by independent\nlegal counsel in written opinion, or (C) by the stockholders.\n\n     SECTION 3. EXPENSE ADVANCE.  Expenses (including attorneys' fees) incurred\n                ---------------\nby an officer or director of the Corporation in defending any civil, criminal,\nadministrative or investigative action, suit or proceeding may be paid by the\nCorporation in advance of the final disposition of such action, suit or\nproceeding as authorized by the Board of Directors in the manner provided in\nSECTION 2 of this ARTICLE VII upon receipt of an undertaking by or on behalf of\nsuch officer or director to repay such amount, if it shall ultimately be\ndetermined that he is not entitled to be indemnified by the Corporation as\nauthorized in this ARTICLE VII. Such expenses (including attorneys' fees)\nincurred by other employees or agents of the Corporation may be so paid upon\nsuch terms and conditions, if any, as the Board of Directors deems appropriate.\n\n     SECTION 4. NONEXCLUSIVITY.  The indemnification and advancement of expenses\n                --------------\nprovided by, or granted pursuant to, the other Sections of this ARTICLE VII\nshall not be deemed exclusive of any other rights to which any person seeking\nindemnification or advancement of expenses may be entitled under any statute, \nby-law, agreement, vote of stockholders or disinterested directors or otherwise,\nboth as to action in his official capacity and as to action in another capacity\nwhile holding such office, and shall continue as to a person who has ceased to\nbe a director, officer, employee or agent and shall inure to the benefit of the\nheirs, executors and administrators of such a person.\n\n     SECTION 5. INSURANCE.  The Corporation shall have power to purchase and\n                ---------\nmaintain insurance on behalf of any person who is or was a director, officer,\nemployee or agent of the Corporation, or is or was serving at the request of the\nCorporation as a director, trustee, partner, officer, employee or agent of\nanother corporation, partnership, joint venture, trust or other enterprise or\nnon-profit entity against any liability asserted against him and incurred by him\nin any such capacity, or arising out of his status as such, whether or not the\nCorporation would have the power to indemnify him against such liability under\nthe provisions of this ARTICLE VII OR SECTION 145 of the Delaware General\nCorporation Law.\n\n     SECTION 6. 'THE CORPORATION.'  For the purposes of this Article, references\n                ------------------\nto 'the Corporation' shall include the resulting corporation and, to the extent\nthat the Board of Directors of the resulting corporation so decides, all\nconstituent corporations (including any constituent of a constituent) absorbed\nin a consolidation or merger which, if its separate existence had continued,\nwould have had power and authority to indemnify its directors and officers so\nthat any person who is or was a director or officer of such a constituent\ncorporation or is or was serving at the request of such constituent corporation\nas director, trustee, partner, or officer of another corporation, partnership,\njoint venture, trust or other enterprise or non-profit entity shall stand in the\nsame \n\n                                      -13-\n\n \nposition under the provisions of this ARTICLE VII with respect to the resulting\nor surviving corporation as he would have with respect to such constituent\ncorporation if its separate existence had continued.\n\n     SECTION 7. OTHER INDEMNIFICATION.  The Corporation's obligation, if any, to\n                ---------------------\nindemnify any person who was or is serving at its request as a director,\ntrustee, partner, or officer of another corporation, partnership, joint venture,\ntrust or other enterprise or non-profit entity shall be reduced by any amount\nsuch person may collect as indemnification from such other corporation,\npartnership, joint venture, trust or other enterprise or non-profit entity or\nfrom insurance.\n\n     SECTION 8. OTHER DEFINITIONS.  For purposes of this Article, references to\n                -----------------\n'other enterprises' shall include employee benefit plans; references to 'fines'\nshall include any excise taxes assessed on a person with respect to an employee\nbenefit plan; and references to 'serving at the request of the Corporation'\nshall include any service as a director, trustee, or officer of the Corporation\nwhich imposes duties on, or involves services by, such director, trustee, or\nofficer with respect to an employee benefit plan, its participants, or\nbeneficiaries; and a person who acted in good faith and in a manner he\nreasonably believed to be in the interest of the participants and beneficiaries\nof an employee benefit plan shall be deemed to have acted in a manner 'not\nopposed to the best interests of the Corporation' as referred to in this \nARTICLE VII.\n\n     SECTION 9. CONTINUATION OF INDEMNIFICATION.  The indemnification and\n                -------------------------------\nadvancement of expenses provided by, or granted pursuant to, this Article shall,\nunless otherwise provided when authorized or ratified, continue as to a person\nwho has ceased to be a director, trustee, partner, or officer and shall inure to\nthe benefit of the heirs, executors and administrators of such a person.\n\n     SECTION 10. AMENDMENT OR REPEAL.  No amendment or repeal of the provisions\n                 -------------------\nof this ARTICLE VII shall adversely affect any right or protection hereunder of\nany person in respect of any act or omission occurring prior to the time of such\namendment or repeal.\n\n                     ARTICLE VIII.  CERTIFICATES OF STOCK\n                     ------------                          \n\n     SECTION 1. FORM AND EXECUTION OF CERTIFICATES.  The interests of each\n                ----------------------------------\nstockholder of the Corporation shall be evidenced by a certificate or\ncertificates for shares of stock in such form as the Board of Directors may from\ntime to time prescribe. The certificates of stock of each class shall be\nconsecutively numbered and signed by the Chairman or Vice Chairman of the Board,\nif any, or the President, or an Executive Vice President or a Vice President and\nby the Secretary, or an Assistant Secretary, or the Treasurer or an Assistant\nTreasurer of the Corporation, and may be countersigned and registered in such\nmanner as the Board of Directors may by resolution prescribe, and shall bear the\ncorporate seal or a printed or engraved facsimile thereof. Where any such\ncertificate is signed by a transfer agent or transfer clerk acting on behalf of\nthe Corporation, the signatures of any such Chairman, Vice Chairman, President,\nExecutive Vice President, Vice President, Treasurer, Assistant Treasurer,\nSecretary or Assistant Secretary may be facsimiles, engraved or printed. In case\nany officer or officers, who shall have signed, or whose facsimile signature or\nsignatures shall have been used on, any such certificate or certificates, shall\ncease to be such officer or officers, whether because of death, resignation or\notherwise, before such \n\n                                      -14-\n\n \ncertificate or certificates shall have been delivered by the Corporation, such\ncertificate or certificates may nevertheless be issued and delivered by the\nCorporation as though the person or persons who signed such certificate or\ncertificates or whose facsimile signature or signatures shall have been used\nthereon had not ceased to be such officer or officers.\n\n     Every certificate for shares of stock which are subject to any restriction\non transfer pursuant to law, the Certificate of Incorporation, these By-Laws, or\nany agreement to which the Corporation is a party, shall have the restriction\nnoted conspicuously on the certificate, and shall also set forth, on the face or\nback, either the full text of the restriction or a statement of the existence of\nsuch restriction and (except if such restriction is imposed by law) a statement\nthat the Corporation will furnish a copy thereof to the holder of such\ncertificate upon written request and without charge.\n\n     Every certificate issued when the Corporation is authorized to issue more\nthan one class or series of stock shall set forth on its face or back either the\nfull text of the preferences, voting powers, qualifications, and special and\nrelative rights of the shares of each class and series authorized to be issued,\nor a statement of the existence of such preferences, powers, qualifications and\nrights, and a statement that the Corporation will furnish a copy thereof to the\nholder of such certificate upon written request and without charge.\n\n     SECTION 2. TRANSFER OF SHARES.  The shares of the stock of the Corporation\n                ------------------\nshall be transferred on the books of the Corporation by the holder thereof in\nperson or by his attorney lawfully constituted, upon surrender for cancellation\nof certificates for the same number of shares, with an assignment and power of\ntransfer endorsed thereon or attached thereto, duly executed, with such proof or\nguaranty of the authenticity of the signature as the Corporation or its agents\nmay reasonably require. The Corporation shall be entitled to treat the holder of\nrecord of any share or shares of stock as the holder in fact thereof and\naccordingly shall not be bound to recognize any equitable or other claim to or\ninterest in such shall or shares on the part of any other person whether or not\nit shall have express or other notice thereof, save as expressly provided by law\nor by the Certificate of Incorporation, It shall be the duty of each stockholder\nto notify the Corporation of his post office address.\n\n     SECTION 3. CLOSING OF TRANSFER BOOKS.  The stock transfer books of the\n                -------------------------\nCorporation may, if deemed appropriate by the Board of Directors, be closed for\nsuch length of time not exceeding fifty (50) days as the Board may determine,\npreceding the date of any meeting of stockholders or the date for the payment of\nany dividend or the date for the allotment of rights or the date when any\nissuance, change, conversion or exchange of capital stock shall go into effect,\nduring which time no transfer of stock on the books of the Corporation may be\nmade.\n\n     SECTION 4. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.  In\n                -------------------------------------------------------\norder that the Corporation may determine the stockholders entitled to notice of\nor to vote at any meeting of stockholders or any adjournment thereof, or\nentitled to receive payment of any dividend or other distribution or allotment\nof any fights, or entitled to exercise any rights in respect of any change,\nconversion or exchange of stock or for the purpose of any other lawful action,\nthe Board of Directors may fix a record date, which record date shall not\nprecede the date upon which the resolution fixing the record date is adopted by\nthe Board of Directors and which record date: (a) in \n\n                                      -15-\n\n \nthe case of determination of stockholders entitled to vote at any meeting of\nstockholders or adjournment thereof, shall, unless otherwise required by law,\nthe Certificate of Incorporation or otherwise, not be more than sixty (60) nor\nless than ten (10) days before the date of such meeting; and (b) in the case of\nany other action, shall not be more than sixty (60) days prior to such other\naction. If no record date is fixed: (a) the record date for determining\nstockholders entitled to notice of or to vote at a meeting of stockholders shall\nbe at the close of business on the day next preceding the day on which notice is\ngiven, or, if notice is waived, at the close of business on the day next\npreceding the day on which the meeting is held; and (b) the record date for\ndetermining stockholders for any other purpose shall be at the close of business\non the day on which the Board of Directors adopts the resolution relating\nthereto. A determination of stockholders of record entitled to notice of or to\nvote at a meeting of stockholders shall apply to any adjournment of the meeting;\nprovided, however, that the Board of Directors may fix a new record date for the\nadjourned meeting.\n\n     SECTION 5. LOST OR DESTROYED CERTIFICATES.  In case of the loss or\n                ------------------------------\ndestruction of any certificate of stock, a new certificate may be issued under\nthe following conditions:\n\n        (a) The owner of said certificate shall file with the Secretary or any\nAssistant Secretary of the Corporation an affidavit giving the facts in relation\nto the ownership, and in relation to the loss or destruction of said\ncertificate, stating its number and the number of shares represented thereby;\nsuch affidavit shall be in such form and contain such statements as shall\nsatisfy the, President, any Executive Vice President, any Vice President, the\nSecretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer,\nthat said certificate has been accidentally destroyed or lost, and that a new\ncertificate ought to be issued in lieu thereof. Upon being so satisfied, any\nsuch officer may require such owner to furnish the Corporation a bond in such\npenal sum and in such form as he may deem advisable, and with a surety or\nsureties approved by him, to indemnify and save harmless the Corporation from\nany claim, loss, damage or liability which may be occasioned by the issuance of\na new certificate in lieu thereof. Upon such bond being so filed, if so\nrequired, a new certificate for the same number of shares shall be issued to the\nowner of the certificate so lost or destroyed; and the transfer agent and\nregistrar, if any, of stock shall countersign and register such new certificate\nupon receipt of a written order signed by any such officer, and thereupon the\nCorporation will save harmless said transfer agent and registrar. In case of the\nsurrender of the original certificate, in lieu of which a new certificate has\nbeen issued, or the surrender of such new certificate, for cancellation, the\nbond of indemnity given as a condition of the issue of such new certificate may\nbe surrendered; or\n\n        (b) The Board of Directors of the Corporation may by resolution\nauthorize and direct any transfer agent or registrar of stock of the Corporation\nto issue and register respectively from time to time without further action or\napproval by or on behalf of the Corporation new certificates of stock to replace\ncertificates reported lost, stolen or destroyed upon receipt of an affidavit of\nloss and bond of indemnity in form and amount and with surety satisfactory to\nsuch transfer agent or registrar in each instance or upon such terms and\nconditions as the Board of Directors may determine.\n\n                                      -16-\n\n \n     SECTION 6. UNCERTIFICATED SHARES.  The Board of Directors of the\n                ---------------------\nCorporation may by resolution provide that one or more of any or all classes or\nseries of the stock of the Corporation shall be uncertificated shares, subject\nto the provisions of SECTION 158 of the Delaware General Corporation Law.\n\n                      ARTICLE IX.  EXECUTION OF DOCUMENTS\n                      ----------                           \n\n     SECTION 1. EXECUTION OF CHECKS, NOTES, ETC.  All checks and drafts on the\n                -------------------------------\nCorporation's bank accounts and all bills of exchange and promissory notes, and\nall acceptances, obligations and other instruments for the payment of money,\nshall be signed by such officer or officers, or agent or agents, as shall be\nthereunto authorized from time to time by the Board of Directors, which may in\nits discretion authorize any such signatures to be by facsimile.\n\n     SECTION 2. EXECUTION OF CONTRACTS, ASSIGNMENTS, ETC.  Unless the Board of\n                ----------------------------------------\nDirectors shall have otherwise provided generally or in a specific instance, all\ncontracts, agreements, endorsements, assignments, transfers, stock powers, or\nother instruments shall be signed by the Chairman of the Board of Directors, the\nPresident, any Executive Vice President, any Senior Vice President, any Vice\nPresident, the Secretary, any Assistant Secretary, the Treasurer or any\nAssistant Treasurer. The Board of Directors may, however, in its discretion,\nrequire any or all such instruments to be signed by any two or more of such\nofficers, or may permit any or all of such instruments to be signed by such\nother officer or officers, agent or agents, as it shall thereunto authorize from\ntime to time.\n\n     SECTION 3. EXECUTION OF PROXIES.  The Chairman of the Board of Directors,\n                --------------------\nthe President, any Executive Vice President, any Senior Vice President, or any\nVice President and the Secretary, the Treasurer, any Assistant Secretary or any\nAssistant Treasurer, or any other officer designated by the Board of Directors,\nmay sign on behalf of the Corporation proxies to vote upon shares of stock of\nother companies standing in the name of the Corporation.\n\n                        ARTICLE X.  INSPECTION OF BOOKS\n                        ---------                         \n\n     The Board of Directors shall determine from time to time whether, and if\nallowed, to what extent and at what time and places and under what conditions\nand regulations, the accounts and books of the Corporation (except such as may\nby law be specifically open to inspection) or any of them, shall be open to the\ninspection of the stockholders, and no stockholder shall have any right to\ninspect any account or book or document of the Corporation, except as conferred\nby the laws of the State of Delaware, unless and until authorized so to do by\nresolution of the Board of Directors of the Corporation.\n\n                           ARTICLE XI.  FISCAL YEAR\n                           ----------                \n\n     The fiscal year of the Corporation shall be determined from time to time by\nvote of the Board of Directors.\n\n                                      -17-\n\n \n                              ARTICLE XII.  SEAL\n                              -----------        \n\n     The seal of the Corporation shall, subject to alteration by the Board of\nDirectors, consist of a flat-faced circular die with the word 'Delaware,'\ntogether with the name of the Corporation and the year of incorporation, cut or\nengraved thereon.\n\n                           ARTICLE XIII.  AMENDMENTS\n                           ------------               \n\n     Subject to the provisions of the Certificate of Incorporation, these By-\nLaws may be amended, altered, changed or repealed, and a provision or provisions\nin consistent with the provisions of these By-Laws as they exist from time to\ntime may be adopted, only by the majority vote of the whole Board or by the\naffirmative vote of the holders of at least 75% of the voting stock, voting\ntogether as a single class.\n\n                                      -18-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7128],"corporate_contracts_industries":[9417],"corporate_contracts_types":[9573,9574],"class_list":["post-41501","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cmgi-inc","corporate_contracts_industries-financial__holding","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41501","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41501"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41501"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41501"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41501"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}