\n4.3 Meetings And Action Of Committees…………………………………… 10<\/p>\nARTICLE V
\nOFFICERS<\/p>\n
5.1 Officers…………………………………………………………. 10
\n5.2 Appointment Of Officers……………………………………………. 10
\n5.3 Subordinate Officers………………………………………………. 10
\n5.4 Removal And Resignation Of Officers…………………………………. 11
\n5.5 Vacancies In Offices………………………………………………. 11
\n5.6 Chief Executive Officer……………………………………………. 11
\n5.7 President………………………………………………………… 11
\n5.8 Vice Presidents…………………………………………………… 11
\n5.9 Secretary………………………………………………………… 12
\n5.10 Chief Financial Officer……………………………………………. 12
\n5.11 Representation Of Shares Of Other Corporations……………………….. 12
\n5.12 Authority And Duties Of Officers……………………………………. 12<\/p>\n
ARTICLE VI
\nINDEMNIFICATION<\/p>\n
6.1. Right to Indemnification…………………………………………… 13
\n6.2. Prepayment of Expenses…………………………………………….. 13
\n6.3. Claims…………………………………………………………… 13
\n6.4. Nonexclusivity of Rights…………………………………………… 13
\n6.5. Other Sources…………………………………………………….. 13
\n6.6. Amendment or Repeal……………………………………………….. 14
\n6.7. Other Indemnification and Prepayment of Expenses……………………… 14<\/p>\n
ARTICLE VII
\nRECORDS AND REPORTS<\/p>\n
7.1 Maintenance Of Records…………………………………………….. 14
\n7.2 Annual Statement To Stockholders……………………………………. 14<\/p>\n
ARTICLE VIII
\nGENERAL MATTERS<\/p>\n
8.1 Checks…………………………………………………………… 14
\n8.2 Execution Of Corporate Contracts And Instruments……………………… 14
\n8.3 Stock Certificates; Partly Paid Shares………………………………. 15
\n8.4 Special Designation On Certificates…………………………………. 15
\n8.5 Lost Certificates…………………………………………………. 15
\n8.6 Dividends………………………………………………………… 16
\n8.7 Fiscal Year………………………………………………………. 16
\n8.8 Seal…………………………………………………………….. 16
\n8.9 Transfer Of Stock…………………………………………………. 16
\n8.10 Stock Transfer Agreements………………………………………….. 16
\n8.11 Registered Stockholders……………………………………………. 16
\n<\/c><\/s><\/table>\n
-ii-<\/p>\n
AMENDED AND RESTATED<\/p>\n
BYLAWS<\/p>\n
OF<\/p>\n
DRUGSTORE.COM, INC.<\/p>\n
ARTICLE I<\/p>\n
CORPORATE OFFICES
\n —————–<\/p>\n
1.1 Registered Office.
\n —————– <\/p>\n
The registered office of the corporation shall be in the City of
\nWilmington, County of New Castle, State of Delaware. The name of the registered
\nagent of the corporation at such location is Corporation Service Company.<\/p>\n
1.2 Other Offices.
\n ————- <\/p>\n
The Board of Directors may at any time establish other offices at any
\nplace or places where the corporation is qualified to do business.<\/p>\n
ARTICLE II<\/p>\n
MEETINGS OF STOCKHOLDERS
\n ————————<\/p>\n
2.1 Place Of Meetings.
\n —————– <\/p>\n
Meetings of stockholders shall be held at any place, within or outside
\nthe State of Delaware, designated by the Board of Directors. In the absence of
\nany such designation, stockholders’ meetings shall be held at the registered
\noffice of the corporation.<\/p>\n
2.2 Annual Meeting.
\n ————– <\/p>\n
To the extent required by applicable law, an annual meeting of
\nstockholders shall be held on such date, time and place, either within or
\nwithout the State of Delaware, as may be designated by resolution of the Board
\nof Directors. At the meeting, directors shall be elected and any other proper
\nbusiness may be transacted.<\/p>\n
2.3 Special Meeting.
\n ————— <\/p>\n
A special meeting of the stockholders may be called at any time by the
\nBoard of Directors or the chairman of the board.<\/p>\n
-1-<\/p>\n
2.4 Notice Of Stockholders’ Meetings.
\n ——————————– <\/p>\n
All notices of meetings with stockholders shall be sent or otherwise
\ngiven in accordance with Section 2.5 of these Bylaws not less than ten (10) nor
\nmore than sixty (60) days before the date of the meeting to each stockholder
\nentitled to notice of such meeting. The notice shall specify the place, date,
\nand hour of the meeting, and, in the case of a special meeting, the purpose or
\npurposes for which the meeting is called.<\/p>\n
2.5 Manner Of Giving Notice; Affidavit Of Notice.
\n ——————————————– <\/p>\n
Notice of any meeting of stockholders, if mailed, is given when
\ndeposited in the United States mail, postage prepaid, directed to the
\nstockholder at his address as it appears on the records of the corporation. An
\naffidavit of the secretary or an assistant secretary or of the transfer agent of
\nthe corporation that the notice has been given shall, in the absence of fraud,
\nbe prima facie evidence of the facts stated therein.<\/p>\n
2.6 Quorum.
\n —— <\/p>\n
The holders of a majority in voting power of the stock issued and
\noutstanding and entitled to vote thereat, present in person or represented by
\nproxy, shall constitute a quorum at all meetings of the stockholders for the
\ntransaction of business except as otherwise provided by statute or by the
\ncertificate of incorporation. If, however, such quorum is not present or
\nrepresented at any meeting of the stockholders, then either (a) the chairman of
\nthe meeting or (b) the stockholders entitled to vote thereat, present in person
\nor represented by proxy, shall have power to adjourn the meeting from time to
\ntime, without notice other than announcement at the meeting, until a quorum is
\npresent or represented. At such adjourned meeting at which a quorum is present
\nor represented, any business may be transacted that might have been transacted
\nat the meeting as originally noticed.<\/p>\n
2.7 Adjourned Meeting; Notice.
\n ————————- <\/p>\n
When a meeting is adjourned to another time or place, unless these
\nBylaws otherwise require, notice need not be given of the adjourned meeting if
\nthe time and place thereof are announced at the meeting at which the adjournment
\nis taken. At the adjourned meeting the corporation may transact any business
\nthat might have been transacted at the original meeting. If the adjournment is
\nfor more than thirty (30) days, or if after the adjournment a new record date is
\nfixed for the adjourned meeting, a notice of the adjourned meeting shall be
\ngiven to each stockholder of record entitled to vote at the meeting.<\/p>\n
2.8 Conduct Of Business.
\n ——————- <\/p>\n
The date and time of the opening and the closing of the polls for each
\nmatter upon which the stockholders will vote at a meeting shall be announced at
\nthe meeting by the person presiding over the meeting. The Board of Directors
\nmay adopt by resolution such rules and regulations for the conduct of the
\nmeeting of stockholders as it shall deem appropriate. Except to the extent
\ninconsistent with such rules and regulations as adopted by the Board of
\nDirectors, the chairman of any meeting of stockholders shall have the right and
\nauthority to convene and to adjourn the meeting, to prescribe such rules,
\nregulations and procedures and to do all such acts as, in the judgment of such
\nchairman, are appropriate for the proper conduct of the meeting. Such rules,
\nregulations or procedures, whether adopted by the Board of Directors or
\nprescribed by the chairman of the meeting, may include, without limitation, the
\nfollowing: (i) the establish-<\/p>\n
-2-<\/p>\n
ment of an agenda or order of business for the meeting; (ii) rules and
\nprocedures for maintaining order at the meeting and the safety of those present;
\n(iii) limitations on attendance at or participation in the meeting to
\nstockholders of record of the corporation, their duly authorized and constituted
\nproxies or such other persons as the chairman of the meeting shall determine;
\n(iv) restrictions on entry to the meeting after the time fixed for the
\ncommencement thereof; and (v) limitations on the time allotted to questions or
\ncomments by participants. Unless and to the extent determined by the Board of
\nDirectors or the chairman of the meeting, meetings of stockholders shall not be
\nrequired to be held in accordance with the rules of parliamentary procedure.<\/p>\n
2.9 Voting.
\n —— <\/p>\n
The stockholders entitled to vote at any meeting of stockholders shall
\nbe determined in accordance with the provisions of Section 2.12 of these Bylaws,
\nsubject to the provisions of Sections 217 and 218 of the General Corporation Law
\nof the State of Delaware (relating to voting rights of fiduciaries, pledgors and
\njoint owners of stock and to voting trusts and other voting agreements).<\/p>\n
Except as may be otherwise provided in the certificate of
\nincorporation, each stockholder shall be entitled to one vote for each share of
\ncapital stock held by such stockholder.<\/p>\n
2.10 Waiver Of Notice.
\n —————- <\/p>\n
Whenever notice is required to be given under any provision of the
\nGeneral Corporation Law of the State of Delaware or of the certificate of
\nincorporation or these Bylaws, a written waiver thereof, signed by the person
\nentitled to notice, whether before or after the time stated therein, shall be
\ndeemed equivalent to notice. Attendance of a person at a meeting shall
\nconstitute a waiver of notice of such meeting, except when the person attends a
\nmeeting for the express purpose of objecting, at the beginning of the meeting,
\nto the transaction of any business because the meeting is not lawfully called or
\nconvened. Neither the business to be transacted at, nor the purpose of, any
\nregular or special meeting of the stockholders need be specified in any written
\nwaiver of notice unless so required by the certificate of incorporation or these
\nBylaws.<\/p>\n
2.11 Stockholder Action By Written Consent Without A Meeting.
\n ——————————————————- <\/p>\n
Unless otherwise provided in the certificate of incorporation, any
\naction required to be taken at any annual or special meeting of stockholders of
\nthe corporation, or any action that may be taken at any annual or special
\nmeeting of such stockholders, may be taken without a meeting, without prior
\nnotice, and without a vote if a consent in writing, setting forth the action so
\ntaken, is signed by the holders of outstanding stock having not less than the
\nminimum number of votes that would be necessary to authorize or take such action
\nat a meeting at which all shares entitled to vote thereon were present and
\nvoted.<\/p>\n
Prompt notice of the taking of the corporate action without a meeting
\nby less than unanimous written consent shall be given to those stockholders who
\nhave not consented in writing and who, if the action had been taken at a
\nmeeting, would have been entitled to notice of the meeting if the record date
\nfor such meeting had been the date that written consents signed by a sufficient
\nnumber of holders or members to take the action were delivered to the
\ncorporation as provided in subsection (c) of Section 228 of the General
\nCorporation Law of the State of Delaware. If the action which is consented to
\nis such as would have required the filing of a certificate under any section of
\nthe General Corporation Law of Delaware if such action had been voted on by
\nstockholders at a meeting thereof, then the <\/p>\n
-3-<\/p>\n
certificate filed under such section shall state, in lieu of any statement
\nrequired by such section concerning any vote of stockholders, that written
\nnotice and written consent have been given as provided in Section 228 of the
\nGeneral Corporation Law of the State of Delaware.<\/p>\n
2.12 Record Date For Stockholder Notice; Voting; Giving Consents.
\n ———————————————————– <\/p>\n
In order that the corporation may determine the stockholders entitled
\nto notice of or to vote at any meeting of stockholders or any adjournment
\nthereof, or to express consent to corporate action in writing without a meeting
\n(to the extent permitted by the certificate of incorporation), or entitled to
\nreceive payment of any dividend or other distribution or allotment of any
\nrights, or entitled to exercise any rights in respect of any change, conversion
\nor exchange of stock or for the purpose of any other lawful action, the Board of
\nDirectors may fix a record date, which record date shall not precede the date
\nupon which the resolution fixing the record date is adopted by the Board of
\nDirectors, and which record date: (1) in the case of determination of
\nstockholders entitled to vote at any meeting of stockholders or adjournment
\nthereof, shall, unless otherwise required by law, not be more than sixty (60)
\nnor less than ten (10) days before the date of such meeting; (2) in the case of
\ndetermination of stockholders entitled to express consent to corporate action in
\nwriting without a meeting (to the extent permitted by the certificate of
\nincorporation), shall not be more than ten (10) days from the date upon which
\nthe resolution fixing the record date is adopted by the Board of Directors; and
\n(3) in the case of any other action, shall not be more than sixty (60) days
\nprior to such other action. If no record date is fixed: (1) the record date
\nfor determining stockholders entitled to notice of or to vote at a meeting of
\nstockholders shall be at the close of business on the day next preceding the day
\non which notice is given, or, if notice is waived, at the close of business on
\nthe day next preceding the day on which the meeting is held; (2) the record date
\nfor determining stockholders entitled to express consent to corporate action in
\nwriting without a meeting (to the extent permitted by the certificate of
\nincorporation), when no prior action of the Board of Directors is required by
\nlaw, shall be the first date on which a signed written consent setting forth the
\naction taken or proposed to be taken is delivered to the corporation in
\naccordance with applicable law, or, if prior action by the Board of Directors is
\nrequired by law, shall be at the close of business on the day on which the Board
\nof Directors adopts the resolution taking such prior action; and (3) the record
\ndate for determining stockholders for any other purpose shall be at the close of
\nbusiness on the day on which the Board of Directors adopts the resolution
\nrelating thereto. A determination of stockholders of record entitled to notice
\nof or to vote at a meeting of stockholders shall apply to any adjournment of the
\nmeeting; provided, however, that the Board of Directors may fix a new record
\ndate for the adjourned meeting.<\/p>\n
2.13 Proxies.
\n ——- <\/p>\n
Each stockholder entitled to vote at a meeting of stockholders may
\nauthorize another person or persons to act for such stockholder by a proxy, but
\nno such proxy shall be voted or acted upon after three (3) years from its date,
\nunless the proxy provides for a longer period. The revocability of a proxy that
\nstates on its face that it is irrevocable shall be governed by the provisions of
\nSection 212(e) of the General Corporation Law of the State of Delaware.<\/p>\n
2.14 Notice of Stockholder Business and Nominations.
\n ———————————————- <\/p>\n
(A) Annual Meetings of Stockholders. (1) Nominations of persons for
\n ——————————-
\nelection to the Board of Directors of the corporation and the proposal of
\nbusiness to be considered by the stockholders may be made at an annual meeting
\nof stockholders only (a) pursuant to the corporation’s notice of meeting (or any
\nsupplement thereto), (b) by or at the direction of the Board of Directors or (c)
\nby any stockholder of the corporation who was a stockholder of record of the
\ncorporation at the time the notice <\/p>\n
-4-<\/p>\n
provided for in this Section 2.14 is delivered to the Secretary of the
\ncorporation, who is entitled to vote at the meeting and who complies with the
\nnotice procedures set forth in this Section 2.14.<\/p>\n
(2) For nominations or other business to be properly brought before an
\nannual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
\nthis Section 2.14, the stockholder must have given timely notice thereof in
\nwriting to the Secretary of the corporation and any such proposed business other
\nthan the nominations of persons for election to the Board of Directors must
\nconstitute a proper matter for stockholder action. To be timely, a
\nstockholder’s notice shall be delivered to the Secretary at the principal
\nexecutive offices of the corporation not later than the close of business on the
\nninetieth day nor earlier than the close of business on the one hundred
\ntwentieth day prior to the first anniversary of the preceding year’s annual
\nmeeting (provided, however, that in the event that the date of the annual
\nmeeting is more than thirty days before or more than seventy days after such
\nanniversary date, notice by the stockholder must be so delivered not earlier
\nthan the close of business on the one hundred twentieth day prior to such annual
\nmeeting and not later than the close of business on the later of the ninetieth
\nday prior to such annual meeting or the tenth day following the day on which
\npublic announcement of the date of such meeting is first made by the
\ncorporation). In no event shall the public announcement of an adjournment or
\npostponement of an annual meeting commence a new time period (or extend any time
\nperiod) for the giving of a stockholder’s notice as described above. Such
\nstockholder’s notice shall set forth: (a) as to each person whom the stockholder
\nproposes to nominate for election as a director all information relating to such
\nperson that is required to be disclosed in solicitations of proxies for election
\nof directors in an election contest, or is otherwise required, in each case
\npursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
\n(the “Exchange Act”) and Rule 14a-11 thereunder (and such person’s written
\nconsent to being named in the proxy statement as a nominee and to serving as a
\ndirector if elected); (b) as to any other business that the stockholder proposes
\nto bring before the meeting, a brief description of the business desired to be
\nbrought before the meeting, the text of the proposal or business (including the
\ntext of any resolutions proposed for consideration and in the event that such
\nbusiness includes a proposal to amend the Bylaws of the corporation, the
\nlanguage of the proposed amendment), the reasons for conducting such business at
\nthe meeting and any material interest in such business of such stockholder and
\nthe beneficial owner, if any, on whose behalf the proposal is made; and (c) as
\nto the stockholder giving the notice and the beneficial owner, if any, on whose
\nbehalf the nomination or proposal is made (i) the name and address of such
\nstockholder, as they appear on the corporation’s books, and of such beneficial
\nowner, (ii) the class and number of shares of capital stock of the corporation
\nwhich are owned beneficially and of record by such stockholder and such
\nbeneficial owner, (iii) a representation that the stockholder is a holder of
\nrecord of stock of the corporation entitled to vote at such meeting and intends
\nto appear in person or by proxy at the meeting to propose such business or
\nnomination, and (iv) a representation whether the stockholder or the beneficial
\nowner, if any, intends or is part of a group which intends (a) to deliver a
\nproxy statement and\/or form of proxy to holders of at least the percentage of
\nthe corporation’s outstanding capital stock required to approve or adopt the
\nproposal or elect the nominee and\/or (b) otherwise to solicit proxies from
\nstockholders in support of such proposal or nomination. The corporation may
\nrequire any proposed nominee to furnish such other information as it may
\nreasonably require to determine the eligibility of such proposed nominee to
\nserve as a director of the corporation.<\/p>\n
(3) Notwithstanding anything in the second sentence of paragraph
\n(A)(2) of this Section 2.14 to the contrary, in the event that the number of
\ndirectors to be elected to the Board of Directors of the corporation at an
\nannual meeting is increased and there is no public announcement by the
\ncorporation naming the nominees for the additional directorships at least one
\nhundred days prior to the first anniversary of the preceding year’s annual
\nmeeting, a stockholder’s notice required by this Section 2.14 shall also be
\nconsidered timely, but only with respect to nominees for the additional
\ndirectorships, if <\/p>\n
-5-<\/p>\n
it shall be delivered to the Secretary at the principal executive offices of the
\ncorporation not later than the close of business on the tenth day following the
\nday on which such public announcement is first made by the corporation.<\/p>\n
(B) Special Meetings of Stockholders. Only such business shall be
\n ——————————–
\nconducted at a special meeting of stockholders as shall have been brought before
\nthe meeting pursuant to the corporation’s notice of meeting. Nominations of
\npersons for election to the Board of Directors may be made at a special meeting
\nof stockholders at which directors are to be elected pursuant to the
\ncorporation’s notice of meeting (1) by or at the direction of the Board of
\nDirectors or (2) provided that the Board of Directors has determined that
\ndirectors shall be elected at such meeting, by any stockholder of the
\ncorporation who is a stockholder of record at the time the notice provided for
\nin this Section 2.14 is delivered to the Secretary of the corporation, who is
\nentitled to vote at the meeting and upon such election and who complies with the
\nnotice procedures set forth in this Section 2.14. In the event the corporation
\ncalls a special meeting of stockholders for the purpose of electing one or more
\ndirectors to the Board of Directors, any such stockholder entitled to vote in
\nsuch election of directors may nominate a person or persons (as the case may be)
\nfor election to such position(s) as specified in the corporation’s notice of
\nmeeting, if the stockholder’s notice required by paragraph (A)(2) of this
\nSection 2.14 shall be delivered to the Secretary at the principal executive
\noffices of the corporation not earlier than the close of business on the one
\nhundred twentieth day prior to such special meeting and not later than the close
\nof business on the later of the ninetieth day prior to such special meeting or
\nthe tenth day following the day on which public announcement is first made of
\nthe date of the special meeting and of the nominees proposed by the Board of
\nDirectors to be elected at such meeting. In no event shall the public
\nannouncement of an adjournment or postponement of a special meeting commence a
\nnew time period (or extend any time period) for the giving of a stockholder’s
\nnotice as described above.<\/p>\n
(C) General. (1) Only such persons who are nominated in accordance
\n ——-
\nwith the procedures set forth in this Section 2.14 shall be eligible to be
\nelected at an annual or special meeting of stockholders of the corporation to
\nserve as directors and only such business shall be conducted at a meeting of
\nstockholders as shall have been brought before the meeting in accordance with
\nthe procedures set forth in this Section 2.14. Except as otherwise provided by
\nlaw, the chairman of the meeting shall have the power and duty (a) to determine
\nwhether a nomination or any business proposed to be brought before the meeting
\nwas made or proposed, as the case may be, in accordance with the procedures set
\nforth in this Section 2.14 (including whether the stockholder or beneficial
\nowner, if any, on whose behalf the nomination or proposal is made solicited (or
\nis part of a group which solicited) or did not so solicit, as the case may be,
\nproxies in support of such stockholder’s nominee or proposal in compliance with
\nsuch stockholder’s representation as required by clause (A)(2)(c)(iv) of this
\nSection 2.14) and (b) if any proposed nomination or business was not made or
\nproposed in compliance with this Section 2.14, to declare that such nomination
\nshall be disregarded or that such proposed business shall not be transacted.<\/p>\n
(2) For purposes of this Section 2.14, “public announcement” shall
\nmean disclosure in a press release reported by the Dow Jones News Service,
\nAssociated Press or comparable national news service or in a document publicly
\nfiled by the corporation with the Securities and Exchange Commission pursuant to
\nSection 13, 14 or 15(d) of the Exchange Act.<\/p>\n
(3) Notwithstanding the foregoing provisions of this Section 2.14,
\na stockholder shall also comply with all applicable requirements of the Exchange
\nAct and the rules and regulations thereunder with respect to the matters set
\nforth in this Section 2.14. Nothing in this Section 2.14 shall be deemed to
\naffect any rights (a) of stockholders to request inclusion of proposals in the
\ncorporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or
\n(b) of the holders of any <\/p>\n
-6-<\/p>\n
series of Preferred Stock to elect directors pursuant to any applicable
\nprovisions of the certificate of incorporation.<\/p>\n
ARTICLE III<\/p>\n
DIRECTORS
\n ———<\/p>\n
3.1 Powers.
\n —— <\/p>\n
Subject to the provisions of the General Corporation Law of the State
\nof Delaware and any limitations in the certificate of incorporation, the
\nbusiness and affairs of the corporation shall be managed and all corporate
\npowers shall be exercised by or under the direction of the Board of Directors.<\/p>\n
3.2 Number Of Directors.
\n ——————- <\/p>\n
The number of directors constituting the entire Board of Directors
\nshall be nine.<\/p>\n
3.3 Qualification And Term Of Office Of Directors.
\n ——————————————— <\/p>\n
Except as provided in Section 3.4 of these Bylaws, directors shall be
\nelected at each annual meeting of the stockholders to hold office until the next
\nannual meeting. Directors need not be stockholders unless so required by the
\ncertificate of incorporation or these Bylaws, wherein other qualifications for
\ndirectors may be prescribed. Each director, including a director elected to
\nfill a vacancy, shall hold office until his or her successor is elected and
\nqualified or until his or her earlier resignation or removal.<\/p>\n
Elections of directors need not be by written ballot.<\/p>\n
3.4 Resignation.
\n ———– <\/p>\n
Any director may resign at any time upon written notice to the
\nattention of the Secretary of the corporation.<\/p>\n
3.5 Place Of Meetings; Meetings By Telephone.
\n —————————————- <\/p>\n
The Board of Directors of the corporation may hold meetings, both
\nregular and special, either within or outside the State of Delaware.<\/p>\n
Unless otherwise restricted by the certificate of incorporation or
\nthese Bylaws, members of the Board of Directors, or any committee designated by
\nthe Board of Directors, may participate in a meeting of the Board of Directors,
\nor any committee, by means of conference telephone or similar communications
\nequipment by means of which all persons participating in the meeting can hear
\neach other, and such participation in a meeting shall constitute presence in
\nperson at the meeting.<\/p>\n
3.6 Regular Meetings.
\n —————- <\/p>\n
Regular meetings of the Board of Directors may be held without notice
\nat such time and at such place as shall from time to time be determined by the
\nboard.<\/p>\n
-7-<\/p>\n
3.7 Special Meetings; Notice.
\n ———————— <\/p>\n
Special meetings of the Board of Directors for any purpose or purposes
\nmay be called at any time by the chairman of the board, the president, any vice
\npresident, the secretary or any two directors.<\/p>\n
Notice of the time and place of special meetings shall be delivered
\npersonally or by telephone, sent by first-class mail, telegram, or telecopier or
\notherwise given by other lawful means (including by electronic mail) to each
\ndirector. If the notice is mailed, it shall be deposited in the United States
\nmail at least four (4) days before the time of the holding of the meeting. If
\nthe notice is delivered personally or by telephone, or by telegram, telecopier
\nor other lawful means (including by electronic mail), it shall be delivered at
\nleast forty-eight (48) hours before the time of the holding of the meeting. Any
\noral notice given personally or by telephone may be communicated either to the
\ndirector or to a person at the office of the director who the person giving the
\nnotice has reason to believe will promptly communicate it to the director. The
\nnotice need not specify the purpose or the place of the meeting, if the meeting
\nis to be held at the principal executive office of the corporation.<\/p>\n
3.8 Quorum.
\n —— <\/p>\n
At all meetings of the Board of Directors, a majority of the
\nauthorized number of directors shall constitute a quorum for the transaction of
\nbusiness and the act of a majority of the directors present at any meeting at
\nwhich there is a quorum shall be the act of the Board of Directors, except as
\nmay be otherwise specifically provided by statute or by the certificate of
\nincorporation. If a quorum is not present at any meeting of the Board of
\nDirectors, then the directors present thereat may adjourn the meeting from time
\nto time, without notice other than announcement at the meeting, until a quorum
\nis present.<\/p>\n
3.9 Waiver Of Notice.
\n —————- <\/p>\n
Whenever notice is required to be given under any provision of the
\nGeneral Corporation Law of the State of Delaware or of the certificate of
\nincorporation or these Bylaws, a written waiver thereof, signed by the person
\nentitled to notice, whether before or after the time stated therein, shall be
\ndeemed equivalent to notice. Attendance of a person at a meeting shall
\nconstitute a waiver of notice of such meeting, except when the person attends a
\nmeeting for the express purpose of objecting, at the beginning of the meeting,
\nto the transaction of any business because the meeting is not lawfully called or
\nconvened. Neither the business to be transacted at, nor the purpose of, any
\nregular or special meeting of the directors, or members of a committee of
\ndirectors, need be specified in any written waiver of notice unless so required
\nby the certificate of incorporation or these Bylaws.<\/p>\n
3.10 Board Action By Written Consent Without A Meeting.
\n ————————————————- <\/p>\n
Unless otherwise restricted by the certificate of incorporation or
\nthese Bylaws, any action required or permitted to be taken at any meeting of the
\nBoard of Directors, or of any committee thereof, may be taken without a meeting
\nif all members of the board or committee, as the case may be, consent thereto in
\nwriting and the writing or writings are filed with the minutes of proceedings of
\nthe board or committee. Written consents representing actions taken by the
\nboard or committee may be executed by telex, telecopy or other facsimile
\ntransmission, and such facsimile shall be valid and binding to the same extent
\nas if it were an original.<\/p>\n
-8-<\/p>\n
3.11 Fees And Compensation Of Directors.
\n ———————————- <\/p>\n
Unless otherwise restricted by the certificate of incorporation or
\nthese Bylaws, the Board of Directors shall have the authority to fix the
\ncompensation of directors. No such compensation shall preclude any director
\nfrom serving the corporation in any other capacity and receiving compensation
\ntherefor.<\/p>\n
3.12 Approval Of Loans To Officers.
\n —————————– <\/p>\n
The corporation may lend money to, or guarantee any obligation of, or
\notherwise assist any officer or other employee of the corporation or of its
\nsubsidiary, including any officer or employee who is a director of the
\ncorporation or its subsidiary, whenever, in the judgment of the directors, such
\nloan, guaranty or assistance may reasonably be expected to benefit the
\ncorporation. The loan, guaranty or other assistance may be with or without
\ninterest and may be unsecured, or secured in such manner as the Board of
\nDirectors shall approve, including, without limitation, a pledge of shares of
\nstock of the corporation. Nothing in this section contained shall be deemed to
\ndeny, limit or restrict the powers of guaranty or warranty of the corporation at
\ncommon law or under any statute.<\/p>\n
3.13 Removal of Directors.
\n ——————– <\/p>\n
Unless otherwise restricted by statue or by the certificate of
\nincorporation, any director or the entire Board of Directors may be removed,
\nwith or without cause by the holders of a majority of the shares then entitled
\nto vote at an election of directors; provided, however, that if the stockholders
\nof the corporation are entitled to cumulative voting, if less than the entire
\nBoard of Directors is to be removed, no director may be removed without cause if
\nthe votes cast against his removal would be sufficient to elect him if then
\ncumulatively voted at an election of the entire Board of Directors.<\/p>\n
No reduction of the authorized number of directors shall have the
\neffect of removing any director prior to the expiration of such director’s term
\nof office.<\/p>\n
3.14 Chairman Of The Board Of Directors.
\n ———————————- <\/p>\n
The corporation may also have, at the discretion of the Board of
\nDirectors, a chairman of the Board of Directors who shall not be considered an
\nofficer of the corporation.<\/p>\n
ARTICLE IV<\/p>\n
COMMITTEES
\n ———-<\/p>\n
4.1 Committees Of Directors.
\n ———————– <\/p>\n
The Board of Directors may designate one or more committees, each
\ncommittee to consist of one or more of the directors of the corporation. The
\nBoard may designate 1 or more directors as alternate members of any committee,
\nwho may replace any absent or disqualified member at any meeting of the
\ncommittee. In the absence or disqualification of a member of a committee, the
\nmember or members present at any meeting and not disqualified from voting,
\nwhether or not such member or members constitute a quorum, may unanimously
\nappoint another member of the Board of Directors to act at the meeting in the
\nplace of any such absent or disqualified member. Any such committee, to the
\nextent provided in the resolution of the Board of Directors, or in these Bylaws,
\nshall have and may exercise all the powers and authority of the Board of
\nDirectors in the management of the business and affairs of the corporation, and
\nmay authorize the seal of the corporation to be affixed to all papers which may
\nrequire it; <\/p>\n
-9-<\/p>\n
but no such committee shall have the power or authority in reference to the
\nfollowing matters: (i) approving or adopting, or recommending to the
\nstockholders, any action or matter expressly required by the General Corporation
\nLaw of the State of Delaware to be submitted to stockholders for approval or
\n(ii) adopting, amending or repealing any Bylaw of the corporation.<\/p>\n
4.2 Committee Minutes.
\n —————– <\/p>\n
Each committee shall keep regular minutes of its meetings and report
\nthe same to the Board of Directors when required.<\/p>\n
4.3 Meetings And Action Of Committees.
\n ——————————— <\/p>\n
Meetings and actions of committees shall be governed by, and held and
\ntaken in accordance with, the provisions of Section 3.5 (place of meetings and
\nmeetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special
\nmeetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), and
\nSection 3.10 (action without a meeting) of these Bylaws, with such changes in
\nthe context of such provisions as are necessary to substitute the committee and
\nits members for the Board of Directors and its members; provided, however, that
\nthe time of regular meetings of committees may be determined either by
\nresolution of the Board of Directors or by resolution of the committee, that
\nspecial meetings of committees may also be called by resolution of the Board of
\nDirectors and that notice of special meetings of committees shall also be given
\nto all alternate members, who shall have the right to attend all meetings of the
\ncommittee. The Board of Directors may adopt rules for the governance of any
\ncommittee not inconsistent with the provisions of these Bylaws.<\/p>\n
ARTICLE V<\/p>\n
OFFICERS
\n ——–<\/p>\n
5.1 Officers.
\n ——– <\/p>\n
The officers of the corporation shall be a chief executive officer, a
\npresident, a secretary, and a chief financial officer (who shall also serve as
\nthe treasurer of the corporation). The corporation may also have, at the
\ndiscretion of the Board of Directors, one or more vice presidents, one or more
\nassistant secretaries, one or more assistant treasurers, and any such other
\nofficers as may be appointed in accordance with the provisions of Section 5.3 of
\nthese Bylaws. Any number of offices may be held by the same person.<\/p>\n
5.2 Appointment Of Officers.
\n ———————– <\/p>\n
The officers of the corporation, except such officers as may be
\nappointed in accordance with the provisions of Sections 5.3 or 5.5 of these
\nBylaws, shall be appointed by the Board of Directors, subject to the rights, if
\nany, of an officer under any contract of employment.<\/p>\n
5.3 Subordinate Officers.
\n ——————– <\/p>\n
The Board of Directors may appoint, or empower the chief executive
\nofficer or the president to appoint, such other officers and agents as the
\nbusiness of the corporation may require, each of whom shall hold office for such
\nperiod, have such authority, and perform such duties as are provided in these
\nBylaws or as the Board of Directors may from time to time determine.<\/p>\n
-10-<\/p>\n
5.4 Removal And Resignation Of Officers.
\n ———————————– <\/p>\n
Subject to the rights, if any, of an officer under any contract of
\nemployment, any officer may be removed, either with or without cause, by the
\nBoard of Directors at any regular or special meeting of the board or, except in
\nthe case of an officer chosen by the Board of Directors, by any officer upon
\nwhom such power of removal may be conferred by the Board of Directors.<\/p>\n
Any officer may resign at any time by giving written notice to the
\nattention of the Secretary of the corporation. Any resignation shall take
\neffect at the date of the receipt of that notice or at any later time specified
\nin that notice; and, unless otherwise specified in that notice, the acceptance
\nof the resignation shall not be necessary to make it effective. Any resignation
\nis without prejudice to the rights, if any, of the corporation under any
\ncontract to which the officer is a party.<\/p>\n
5.5 Vacancies In Offices.
\n ——————– <\/p>\n
Any vacancy occurring in any office of the corporation shall be filled
\nby the Board of Directors or by an officer duly authorized to do so.<\/p>\n
5.6 Chief Executive Officer.
\n ———————– <\/p>\n
Subject to such supervisory powers, if any, as may be given by the
\nBoard of Directors to the chairman of the board, if any, the chief executive
\nofficer of the corporation shall, subject to the control of the Board of
\nDirectors, have general supervision, direction and control of the business and
\nthe officers of the corporation. He or she shall preside at all meetings of the
\nstockholders and, in the absence or nonexistence of a chairman of the board, at
\nall meetings of the Board of Directors and shall have the general powers and
\nduties of management usually vested in the office of chief executive officer of
\na corporation and shall have such other powers and duties as may be prescribed
\nby the Board of Directors or these bylaws.<\/p>\n
5.7 President.
\n ——— <\/p>\n
Subject to such supervisory powers, if any, as may be given by the
\nBoard of Directors to the chairman of the board (if any) or the chief executive
\nofficer, the president shall have general supervision, direction and control of
\nthe business and other officers of the corporation. He or she shall have the
\ngeneral powers and duties of management usually vested in the office of
\npresident of a corporation and such other powers and duties as may be prescribed
\nby the Board of Directors or these Bylaws.<\/p>\n
5.8 Vice Presidents.
\n ————— <\/p>\n
In the absence or disability of the chief executive officer and
\npresident, the vice presidents, if any, in order of their rank as fixed by the
\nBoard of Directors or, if not ranked, a vice president designated by the Board
\nof Directors, shall perform all the duties of the president and when so acting
\nshall have all the powers of, and be subject to all the restrictions upon, the
\npresident. The vice presidents shall have such other powers and perform such
\nother duties as from time to time may be prescribed for them respectively by the
\nBoard of Directors, these Bylaws, the president or the chairman of the board.<\/p>\n
-11-<\/p>\n
5.9 Secretary.
\n ——— <\/p>\n
The secretary shall keep or cause to be kept, at the principal
\nexecutive office of the corporation or such other place as the Board of
\nDirectors may direct, a book of minutes of all meetings and actions of
\ndirectors, committees of directors and stockholders. The minutes shall show the
\ntime and place of each meeting, the names of those present at directors’
\nmeetings or committee meetings, the number of shares present or represented at
\nstockholders’ meetings and the proceedings thereof.<\/p>\n
The secretary shall keep, or cause to be kept, at the principal
\nexecutive office of the corporation or at the office of the corporation’s
\ntransfer agent or registrar, as determined by resolution of the Board of
\nDirectors, a share register, or a duplicate share register, showing the names of
\nall stockholders and their addresses, the number and classes of shares held by
\neach, the number and date of certificates evidencing such shares and the number
\nand date of cancellation of every certificate surrendered for cancellation.<\/p>\n
The secretary shall give, or cause to be given, notice of all meetings
\nof the stockholders and of the Board of Directors required to be given by law or
\nby these Bylaws. He or she shall keep the seal of the corporation, if one be
\nadopted, in safe custody and shall have such other powers and perform such other
\nduties as may be prescribed by the Board of Directors or by these Bylaws.<\/p>\n
5.10 Chief Financial Officer.
\n ———————– <\/p>\n
The chief financial officer and treasurer shall keep and maintain, or
\ncause to be kept and maintained, adequate and correct books and records of
\naccounts of the properties and business transactions of the corporation,
\nincluding accounts of its assets, liabilities, receipts, disbursements, gains,
\nlosses, capital retained earnings and shares. The books of account shall at all
\nreasonable times be open to inspection by any director.<\/p>\n
The chief financial officer and treasurer shall deposit all moneys and
\nother valuables in the name and to the credit of the corporation with such
\ndepositories as may be designated by the Board of Directors. He or she shall
\ndisburse the funds of the corporation as may be ordered by the Board of
\nDirectors, shall render to the president, the chief executive officer or the
\ndirectors, upon request, an account of all his or her transactions as chief
\nfinancial officer and of the financial condition of the corporation, and shall
\nhave other powers and perform such other duties as may be prescribed by the
\nBoard of Directors or the Bylaws.<\/p>\n
5.11 Representation Of Shares Of Other Corporations.
\n ———————————————- <\/p>\n
The chairman of the board, the chief executive officer, the president,
\nany vice president, the chief financial officer, the secretary or assistant
\nsecretary of this corporation, or any other person authorized by the Board of
\nDirectors or the chief executive officer or the president or a vice president,
\nis authorized to vote, represent and exercise on behalf of this corporation all
\nrights incident to any and all shares of any other corporation or corporations
\nstanding in the name of this corporation. The authority granted herein may be
\nexercised either by such person directly or by any other person authorized to do
\nso by proxy or power of attorney duly executed by the person having such
\nauthority.<\/p>\n
5.12 Authority And Duties Of Officers.
\n ——————————– <\/p>\n
In addition to the foregoing authority and duties, all officers of the
\ncorporation shall respectively have such authority and perform such duties in
\nthe management of the business of the corporation as may be designated from time
\nto time by the Board of Directors or the stockholders.<\/p>\n
-12-<\/p>\n
ARTICLE VI<\/p>\n
INDEMNIFICATION
\n —————<\/p>\n
6.1. Right to Indemnification.
\n ———————— <\/p>\n
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 (a “Covered Person”) who was or is made or is threatened to
\nbe made a party or is otherwise involved in any action, suit or proceeding,
\nwhether civil, criminal, administrative or investigative (a “proceeding”), by
\nreason of the fact that he, or a person for whom he is the legal representative,
\nis or was a director or officer of the corporation or, while a director or
\nofficer of the corporation, is or was serving at the request of the corporation
\nas a director, officer, employee or agent of another corporation or of a
\npartnership, joint venture, trust, enterprise or nonprofit entity, including
\nservice with respect to employee benefit plans, against all liability and loss
\nsuffered and expenses (including attorneys’ fees) reasonably incurred by such
\nCovered Person. Notwithstanding the preceding sentence, except as otherwise
\nprovided in Section 6.3, the corporation shall be required to indemnify a
\nCovered Person in connection with a proceeding (or part thereof) commenced by
\nsuch Covered Person only if the commencement of such proceeding (or part
\nthereof) by the Covered Person was authorized by the Board of Directors of the
\ncorporation.<\/p>\n
6.2. Prepayment of Expenses.
\n ———————- <\/p>\n
The corporation shall pay the expenses (including attorneys’ fees)
\nincurred by a Covered Person in defending any proceeding in advance of its final
\ndisposition, provided, however, that, to the extent required by law, such
\n ——– ——-
\npayment of expenses in advance of the final disposition of the proceeding shall
\nbe made only upon receipt of an undertaking by the Covered Person to repay all
\namounts advanced if it should be ultimately determined that the Covered Person
\nis not entitled to be indemnified under this Article VI or otherwise.<\/p>\n
6.3. Claims.
\n —— <\/p>\n
If a claim for indemnification or advancement of expenses under this
\nArticle VI is not paid in full within thirty days after a written claim therefor
\nby the Covered Person has been received by the corporation, the Covered Person
\nmay file suit to recover the unpaid amount of such claim and, if successful in
\nwhole or in part, shall be entitled to be paid the expense of prosecuting such
\nclaim. In any such action the corporation shall have the burden of proving that
\nthe Covered Person is not entitled to the requested indemnification or
\nadvancement of expenses under applicable law.<\/p>\n
6.4. Nonexclusivity of Rights.
\n ———————— <\/p>\n
The rights conferred on any Covered Person by this Article VI shall
\nnot be exclusive of any other rights which such Covered Person may have or
\nhereafter acquire under any statute, provision of the certificate of
\nincorporation, these Bylaws, agreement, vote of stockholders or disinterested
\ndirectors or otherwise.<\/p>\n
6.5. Other Sources.
\n ————- <\/p>\n
The corporation’s obligation, if any, to indemnify or to advance
\nexpenses to any Covered Person who was or is serving at its request as a
\ndirector, officer, employee or agent of another corporation, partnership, joint
\nventure, trust, enterprise or nonprofit entity shall be reduced by any amount<\/p>\n
-13-<\/p>\n
such Covered Person may collect as indemnification or advancement of expenses
\nfrom such other corporation, partnership, joint venture, trust, enterprise or
\nnon-profit enterprise.<\/p>\n
6.6. Amendment or Repeal.
\n ——————- <\/p>\n
Any repeal or modification of the foregoing provisions of this Article
\nVI shall not adversely affect any right or protection hereunder of any Covered
\nPerson in respect of any act or omission occurring prior to the time of such
\nrepeal or modification.<\/p>\n
6.7. Other Indemnification and Prepayment of Expenses.
\n ———————————————— <\/p>\n
This Article VI shall not limit the right of the corporation, to the
\nextent and in the manner permitted by law, to indemnify and to advance expenses
\nto persons other than Covered Persons when and as authorized by appropriate
\ncorporate action.<\/p>\n
ARTICLE VII<\/p>\n
RECORDS AND REPORTS
\n ——————-<\/p>\n
7.1 Maintenance Of Records.
\n ———————- <\/p>\n
The corporation shall, either at its principal executive offices or at
\nsuch place or places as designated by the Board of Directors, keep a record of
\nits stockholders listing their names and addresses and the number and class of
\nshares held by each stockholder, a copy of these Bylaws as amended to date,
\naccounting books and other records.<\/p>\n
7.2 Annual Statement To Stockholders.
\n ——————————– <\/p>\n
The Board of Directors shall present at each annual meeting, and at
\nany special meeting of the stockholders when called for by vote of the
\nstockholders, a full and clear statement of the business and condition of the
\ncorporation.<\/p>\n
ARTICLE VIII<\/p>\n
GENERAL MATTERS
\n —————<\/p>\n
8.1 Checks.
\n —— <\/p>\n
From time to time, the Board of Directors shall determine by
\nresolution which person or persons may sign or endorse all checks, drafts, other
\norders for payment of money, notes or other evidences of indebtedness that are
\nissued in the name of or payable to the corporation, and only the persons so
\nauthorized shall sign or endorse those instruments.<\/p>\n
8.2 Execution Of Corporate Contracts And Instruments.
\n ———————————————— <\/p>\n
The Board of Directors, except as otherwise provided in these Bylaws,
\nmay authorize any officer or officers, or agent or agents, to enter into any
\ncontract or execute any instrument in the name of and on behalf of the
\ncorporation; such authority may be general or confined to specific instances.
\nUnless so authorized or ratified by the Board of Directors or within the agency
\npower of an officer, no officer, agent or employee shall have any power or
\nauthority to bind the corporation by any contract or engagement or to pledge its
\ncredit or to render it liable for any purpose or for any amount.<\/p>\n
-14-<\/p>\n
8.3 Stock Certificates; Partly Paid Shares.
\n ————————————– <\/p>\n
The shares of a corporation shall be represented by certificates,
\nprovided that the Board of Directors of the corporation may provide by
\nresolution or resolutions that some or all of any or all classes or series of
\nits stock shall be uncertificated shares. Any such resolution shall not apply
\nto shares represented by a certificate until such certificate is surrendered to
\nthe corporation. Notwithstanding the adoption of such a resolution by the Board
\nof Directors, every holder of stock represented by certificates and upon request
\nevery holder of uncertificated shares shall be entitled to have a certificate
\nsigned by, or in the name of the corporation by the chairman or vice-chairman of
\nthe Board of Directors, or the president or vice-president, and by the treasurer
\nor an assistant treasurer, or the secretary or an assistant secretary of such
\ncorporation representing the number of shares registered in certificate form.
\nAny or all of the signatures on the certificate may be a facsimile. In case any
\nofficer, transfer agent or registrar who has signed or whose facsimile signature
\nhas been placed upon a certificate has ceased to be such officer, transfer agent
\nor registrar before such certificate is issued, it may be issued by the
\ncorporation with the same effect as if he or she were such officer, transfer
\nagent or registrar at the date of issue.<\/p>\n
The corporation may issue the whole or any part of its shares as
\npartly paid and subject to call for the remainder of the consideration to be
\npaid therefor. Upon the face or back of each stock certificate issued to
\nrepresent any such partly paid shares, upon the books and records of the
\ncorporation in the case of uncertificated partly paid shares, the total amount
\nof the consideration to be paid therefor and the amount paid thereon shall be
\nstated. Upon the declaration of any dividend on fully paid shares, the
\ncorporation shall declare a dividend upon partly paid shares of the same class,
\nbut only upon the basis of the percentage of the consideration actually paid
\nthereon.<\/p>\n
8.4 Special Designation On Certificates.
\n ———————————– <\/p>\n
If the corporation is authorized to issue more than one class of stock
\nor more than one series of any class, then the powers, the designations, the
\npreferences, and the relative, participating, optional or other special rights
\nof each class of stock or series thereof and the qualifications, limitations or
\nrestrictions of such preferences and\/or rights shall be set forth in full or
\nsummarized on the face or back of the certificate that the corporation shall
\nissue to represent such class or series of stock; provided, however, that,
\nexcept as otherwise provided in Section 202 of the General Corporation Law of
\nthe State of Delaware, in lieu of the foregoing requirements there may be set
\nforth on the face or back of the certificate that the corporation shall issue to
\nrepresent such class or series of stock a statement that the corporation will
\nfurnish without charge to each stockholder who so requests the powers, the
\ndesignations, the preferences, and the relative, participating, optional or
\nother special rights of each class of stock or series thereof and the
\nqualifications, limitations or restrictions of such preferences and\/or rights.<\/p>\n
8.5 Lost Certificates.
\n —————– <\/p>\n
Except as provided in this Section 8.5, no new certificates for shares
\nshall be issued to replace a previously issued certificate unless the latter is
\nsurrendered to the corporation and cancelled at the same time. The corporation
\nmay issue a new certificate of stock or uncertificated shares in the place of
\nany certificate previously issued by it, alleged to have been lost, stolen or
\ndestroyed, and the corporation may require the owner of the lost, stolen or
\ndestroyed certificate, or the owner’s legal representative, to give the
\ncorporation a bond sufficient to indemnify it against any claim that may be made
\nagainst it on account of the alleged loss, theft or destruction of any such
\ncertificate or the issuance of such new certificate or uncertificated shares.<\/p>\n
-15-<\/p>\n
8.6 Dividends.
\n ——— <\/p>\n
The directors of the corporation, subject to any restrictions
\ncontained in (a) the General Corporation Law of the State of Delaware or (b) the
\ncertificate of incorporation, may declare and pay dividends upon the shares of
\nits capital stock. Dividends may be paid in cash, in property or in shares of
\nthe corporation’s capital stock.<\/p>\n
The directors of the corporation may set apart out of any of the funds
\nof the corporation available for dividends a reserve or reserves for any proper
\npurpose and may abolish any such reserve. Such purposes shall include but not be
\nlimited to equalizing dividends, repairing or maintaining any property of the
\ncorporation and meeting contingencies.<\/p>\n
8.7 Fiscal Year.
\n ———– <\/p>\n
The fiscal year of the corporation shall be fixed by resolution of the
\nBoard of Directors and may be changed by the Board of Directors.<\/p>\n
8.8 Seal.
\n —- <\/p>\n
The corporation may adopt a corporate seal, which may be altered at
\npleasure, and may use the same by causing it or a facsimile thereof, to be
\nimpressed or affixed or in any other manner reproduced.<\/p>\n
8.9 Transfer Of Stock.
\n —————– <\/p>\n
Upon surrender to the corporation or the transfer agent of the
\ncorporation of a certificate for shares duly endorsed or accompanied by proper
\nevidence of succession, assignation or authority to transfer, it shall be the
\nduty of the corporation, subject to any applicable restrictions on transfer
\nnoted conspicuously thereon, to issue a new certificate to the person entitled
\nthereto, cancel the old certificate and record the transaction in its books.<\/p>\n
8.10 Stock Transfer Agreements.
\n ————————- <\/p>\n
The corporation shall have power to enter into and perform any
\nagreement with any number of stockholders of any one or more classes of stock of
\nthe corporation to restrict the transfer of shares of stock of the corporation
\nof any one or more classes owned by such stockholders in any manner not
\nprohibited by the General Corporation Law of the State of Delaware.<\/p>\n
8.11 Registered Stockholders.
\n ———————– <\/p>\n
The corporation shall be entitled to recognize the exclusive right of
\na person registered on its books as the owner of shares to receive dividends and
\nto vote as such owner, shall be entitled to hold liable for calls and
\nassessments the person registered on its books as the owner of shares and shall
\nnot be bound to recognize any equitable or other claim to or interest in such
\nshare or shares on the part of another person, whether or not it shall have
\nexpress or other notice thereof, except as otherwise provided by the laws of
\nDelaware.<\/p>\n
-16-<\/p>\n
ARTICLE IX<\/p>\n
AMENDMENTS
\n ———-<\/p>\n
The Bylaws of the corporation may be adopted, amended or repealed as set
\nforth in the certificate of incorporation<\/p>\n
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