{"id":41523,"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-goto-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-goto-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-goto-com-inc.html","title":{"rendered":"Bylaws &#8211; GoTo.com Inc."},"content":{"rendered":"<pre>\n                              AMENDED AND RESTATED\n\n                                     BYLAWS\n\n                                       OF\n\n                                 GOTO.COM, INC.\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n\n                                                                                       Page\n                                                                                       ----\n                                                                                 \n\nARTICLE I - CORPORATE OFFICES...........................................................1\n\n         1.1      REGISTERED OFFICE.....................................................1\n         1.2      OTHER OFFICES.........................................................1\n\nARTICLE II - MEETINGS OF STOCKHOLDERS...................................................1\n\n         2.1      PLACE OF MEETINGS.....................................................1\n         2.2      ANNUAL MEETING........................................................1\n         2.3      SPECIAL MEETING.......................................................2\n         2.4      NOTICE OF STOCKHOLDERS' MEETINGS......................................2\n         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE..........................2\n         2.6      QUORUM................................................................2\n         2.7      ADJOURNED MEETING; NOTICE.............................................2\n         2.8      VOTING................................................................3\n         2.9      WAIVER OF NOTICE......................................................3\n         2.10     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING............................3\n         2.11     PROXIES...............................................................4\n         2.12     LIST OF STOCKHOLDERS ENTITLED TO VOTE.................................4\n         2.13     NOMINATIONS AND PROPOSALS.............................................4\n         2.14     ORGANIZATION..........................................................5\n\nARTICLE III - DIRECTORS.................................................................6\n\n         3.1      POWERS................................................................6\n         3.2      NUMBER OF DIRECTORS...................................................6\n         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS ..............6\n         3.4      RESIGNATION AND VACANCIES.............................................7\n         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE..............................8\n         3.6      FIRST MEETINGS........................................................8\n         3.7      REGULAR MEETINGS......................................................8\n         3.8      SPECIAL MEETINGS; NOTICE..............................................8\n         3.9      QUORUM................................................................9\n         3.10     WAIVER OF NOTICE......................................................9\n         3.11     ADJOURNED MEETING; NOTICE.............................................9\n         3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.....................9\n         3.13     FEES AND COMPENSATION OF DIRECTORS...................................10\n         3.14     APPROVAL OF LOANS TO OFFICERS........................................10\n\n\n\n                                       -i-\n\n\n\n\n\n                                TABLE OF CONTENTS\n                                   (continued)\n\n\n\n                                                                                       Page\n                                                                                       ----\n                                                                                 \n\n         3.15     REMOVAL OF DIRECTORS.................................................10\n\nARTICLE IV - COMMITTEES................................................................10\n\n         4.1      COMMITTEES OF DIRECTORS..............................................10\n         4.2      COMMITTEE MINUTES....................................................11\n         4.3      MEETINGS AND ACTION OF COMMITTEES....................................11\n\nARTICLE V - OFFICERS...................................................................12\n\n         5.1      OFFICERS.............................................................12\n         5.2      ELECTION OF OFFICERS.................................................12\n         5.3      SUBORDINATE OFFICERS.................................................12\n         5.4      REMOVAL AND RESIGNATION OF OFFICERS..................................12\n         5.5      VACANCIES IN OFFICES.................................................13\n         5.6      CHAIRMAN OF THE BOARD................................................13\n         5.7      PRESIDENT............................................................13\n         5.8      VICE PRESIDENT.......................................................13\n         5.9      SECRETARY............................................................13\n         5.10     TREASURER............................................................14\n         5.11     ASSISTANT SECRETARY..................................................14\n         5.12     ASSISTANT TREASURER..................................................14\n         5.13     AUTHORITY AND DUTIES OF OFFICERS.....................................15\n\nARTICLE VI - INDEMNITY.................................................................15\n\n         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS............................15\n         6.2      INDEMNIFICATION OF OTHERS............................................15\n         6.3      INSURANCE............................................................16\n\nARTICLE VII - RECORDS AND REPORTS......................................................16\n\n         7.1      MAINTENANCE AND INSPECTION OF RECORDS................................16\n         7.2      INSPECTION BY DIRECTORS..............................................17\n         7.3      ANNUAL STATEMENT TO STOCKHOLDERS.....................................17\n         7.4      REPRESENTATION OF SHARES OF OTHER CORPORATIONS.......................17\n\n\n\n                                      -ii-\n\n\n\n\n\n                                TABLE OF CONTENTS\n                                   (continued)\n\n\n\n                                                                                       Page\n                                                                                       ----\n                                                                                 \n\nARTICLE VIII - GENERAL MATTERS.........................................................17\n\n         8.1      CHECKS...............................................................17\n         8.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.....................18\n         8.3      STOCK CERTIFICATES; PARTLY PAID SHARES...............................18\n         8.4      SPECIAL DESIGNATION ON CERTIFICATES..................................18\n         8.5      LOST CERTIFICATES....................................................19\n         8.6      CONSTRUCTION; DEFINITIONS............................................19\n         8.7      DIVIDENDS............................................................19\n         8.8      FISCAL YEAR..........................................................19\n         8.9      SEAL.................................................................20\n         8.10     TRANSFER OF STOCK....................................................20\n         8.11     STOCK TRANSFER AGREEMENTS............................................20\n         8.12     REGISTERED STOCKHOLDERS..............................................20\n\nARTICLE IX - AMENDMENTS................................................................20\n\nARTICLE X - DISSOLUTION................................................................21\n\nARTICLE XI - CUSTODIAN.................................................................22\n\n         11.1     APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES..........................22\n         11.2     DUTIES OF CUSTODIAN..................................................22\n\n\n\n\n\n                                      -iii-\n\n\n\n\n\n\n                              AMENDED AND RESTATED\n                                     BYLAWS\n\n                                       OF\n\n                                 GOTO.COM, INC.\n\n\n\n                                    ARTICLE I\n\n                                CORPORATE OFFICES\n\n\n         1.1      REGISTERED OFFICE\n\n         The registered office of the corporation shall be in the City of Dover,\nCounty of Kent, State of Delaware. The name of the registered agent of the\ncorporation at such location is The Corporation Trust Company.\n\n         1.2      OTHER OFFICES\n\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.\n\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n\n         2.1      PLACE OF MEETINGS\n\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.\n\n         2.2      ANNUAL MEETING\n\n         The annual meeting of stockholders shall be held each year on a date\nand at a time designated by the board of directors. At the meeting, directors\nshall be elected and any other proper business may be transacted.\n\n\n\n\n\n\n\n         2.3      SPECIAL MEETING\n\n         A special meeting of the stockholders may be called at any time only by\nthe board of directors, or by the chairman of the board, or by the president.\nOnly such business shall be considered at a special meeting of stockholders as\nshall have been stated in the notice for such meeting.\n\n         2.4      NOTICE OF STOCKHOLDERS' MEETINGS\n\n         All notices of meetings with stockholders shall be in writing and shall\nbe sent or otherwise given in accordance with Section 2.5 of these bylaws not\nless than ten (10) nor more than sixty (60) days before the date of the meeting\nto each stockholder entitled to vote at such meeting. The notice shall specify\nthe place, date, and hour of the meeting, and, in the case of a special meeting,\nthe purpose or purposes for which the meeting is called.\n\n         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE\n\n         Written 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.\n\n         2.6      QUORUM\n\n         The holders of a majority of the stock issued and outstanding and\nentitled to vote thereat, present in person or represented by proxy, shall\nconstitute a quorum at all meetings of the stockholders for the transaction of\nbusiness except as otherwise provided by statute or by the certificate of\nincorporation. If, however, such quorum is not present or represented at any\nmeeting of the stockholders, then the stockholders entitled to vote thereat,\npresent in person or represented by proxy, shall have power to adjourn the\nmeeting from time to time, without notice other than announcement at the\nmeeting, until a quorum is present or represented. At such adjourned meeting at\nwhich a quorum is present or represented, any business may be transacted that\nmight have been transacted at the meeting as originally noticed.\n\n         2.7      ADJOURNED MEETING; NOTICE\n\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\n\n\n                                       -2-\n\n\n\n\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.\n\n         2.8      VOTING\n\n         The stockholders entitled to vote at any meeting of stockholders shall\nbe determined in accordance with the provisions of Section 2.10 of these bylaws,\nsubject to the provisions of Sections 217 and 218 of the General Corporation Law\nof Delaware (relating to voting rights of fiduciaries, pledgors and joint owners\nof stock and to voting trusts and other voting agreements).\n\n         2.9      WAIVER OF NOTICE\n\n         Whenever notice is required to be given under any provision of the\nGeneral Corporation Law of Delaware or of the certificate of incorporation or\nthese bylaws, a written waiver thereof, signed by the person entitled to notice,\nwhether before or after the time stated therein, shall be deemed equivalent to\nnotice. Attendance of a person at a meeting shall constitute a waiver of notice\nof such meeting, except when the person attends a meeting for the express\npurpose of objecting, at the beginning of the meeting, to the transaction of any\nbusiness because the meeting is not lawfully called or convened. Neither the\nbusiness to be transacted at, nor the purpose of, any regular or special meeting\nof the stockholders need be specified in any written waiver of notice unless so\nrequired by the certificate of incorporation or these bylaws.\n\n         2.10     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING\n\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 entitled to receive payment of any dividend or other distribution or\nallotment of any rights, or entitled to exercise any rights in respect of any\nchange, conversion or exchange of stock or for the purpose of any other lawful\naction, the board of directors may fix, in advance, a record date, which shall\nnot be more than sixty (60) nor less than ten (10) days before the date of such\nmeeting, nor more than sixty (60) days prior to any other action.\n\n         If the board of directors does not so fix a record date:\n\n                  (i) The record date for determining stockholders entitled to\nnotice of or to vote at a meeting of stockholders shall be at the close of\nbusiness on the day next preceding the day on which notice is given, or, if\nnotice is waived, at the close of business on the day next preceding the day on\nwhich the meeting is held.\n\n                  (ii) The record date for determining stockholders for any\nother purpose shall be at the close of business on the day on which the board of\ndirectors adopts the resolution relating thereto.\n\n\n                                       -3-\n\n\n\n\n\n         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         2.11     PROXIES\n\n         Each stockholder entitled to vote at a meeting of stockholders or to\ndissent to corporate action in writing without a meeting may authorize another\nperson or persons to act for him by a written proxy, signed by the stockholder\nand filed with the secretary of the corporation, but no such proxy shall be\nvoted or acted upon after three (3) years from its date, unless the proxy\nprovides for a longer period. A proxy shall be deemed signed if the\nstockholder's name is placed on the proxy (whether by manual signature,\ntypewriting, telegraphic transmission or otherwise) by the stockholder or the\nstockholder's attorney-in-fact. The revocability of a proxy that states on its\nface that it is irrevocable shall be governed by the provisions of Section\n212(c) of the General Corporation Law of Delaware.\n\n         2.12     LIST OF STOCKHOLDERS ENTITLED TO VOTE\n\n         The officer who has charge of the stock ledger of a corporation shall\nprepare and make, at least ten (10) days before every meeting of stockholders, a\ncomplete list of the stockholders entitled to vote at the meeting, arranged in\nalphabetical order, and showing the address of each stockholder and the number\nof shares registered in the name of each stockholder. Such list shall be open to\nthe examination of any stockholder, for any purpose germane to the meeting,\nduring ordinary business hours, for a period of at least ten (10) days prior to\nthe meeting, either at a place within the city where the meeting is to be held,\nwhich place shall be specified in the notice of the meeting, or, if not so\nspecified, at the place where the meeting is to be held. The list shall also be\nproduced and kept at the time and place of the meeting during the whole time\nthereof, and may be inspected by any stockholder who is present.\n\n         2.13     NOMINATIONS AND PROPOSALS\n\n         Nominations of persons for election to the board of directors of the\ncorporation and the proposal of business to be considered by the stockholders\nmay be made at any meeting of stockholders only (a) pursuant to the\ncorporation's notice of meeting, (b) by or at the direction of the board of\ndirectors or (c) by any stockholder of the corporation who was a stockholder of\nrecord at the time of giving of notice provided for in these bylaws, who is\nentitled to vote at the meeting and who complies with the notice procedures set\nforth in this Section 2.13 and, for purposes of this clause (c), only at an\nannual meeting of stockholders or, solely for nominations of persons for\nelection to the board of directors of the corporation, at any meeting at which\ndirectors are to be elected.\n\n                                       -4-\n\n\n\n         For nominations or other business to be properly brought before a\nstockholders meeting by a stockholder pursuant to clause (c) of the preceding\nsentence, the stockholder must have given timely notice thereof in writing to\nthe secretary of the corporation and such other business must otherwise be a\nproper matter for stockholder action. To be timely, a stockholder's notice shall\nbe delivered to the secretary at the principal executive offices of the\ncorporation not later than the close of business on the 90th day nor earlier\nthan the close of business on the 120th day prior to the meeting; provided,\nhowever, that in the event that public announcement of the date of the meeting\nis given to stockholders less than 95 days prior to the date of the meeting,\nnotice by the stockholder to be timely must be so delivered not later than the\nclose of business on the seventh (7th) day following the day on which public\nannouncement of the date of the meeting is first made by the corporation. For\npurposes of this Section 2.13, 'public announcement' shall mean disclosure in a\npress release reported by the Dow Jones News Service, Associated Press or a\ncomparable national news service or in a document publicly filed by the\ncorporation with the Securities and Exchange Commission. In no event shall the\npublic announcement of an adjournment of a stockholders meeting commence a new\ntime period 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 or reelection as a director all information\nrelating to such person that is required to be disclosed in solicitations of\nproxies for election of directors in an election contest, or is otherwise\nrequired, in each case pursuant to Regulation 14A under the Securities Exchange\nAct of 1934, as amended (or any successor thereto) and Rule 14a-11 thereunder\n(or any successor thereto) (including such person's written consent to being\nnamed in the proxy statement as a nominee and to serving as a director if\nelected); (b) as to any other business that the stockholder proposes to bring\nbefore the meeting, a brief description of the business desired to be brought\nbefore the meeting, the reasons for conducting such business at the meeting and\nany material interest in such business of such stockholder and the beneficial\nowner, if any, on whose behalf the proposal is made; and (c) as to the\nstockholder giving the notice and the beneficial owner, if any, on whose behalf\nthe nomination or proposal is made (i) the name and address of such stockholder,\nas they appear on the corporation's books, and of such beneficial owner, and\n(ii) the class and number of shares of the corporation which are owned\nbeneficially and of record by such stockholder and such beneficial owner.\nNotwithstanding any provision herein to the contrary, no business shall be\nconducted at a stockholders meeting except in accordance with the procedures set\nforth in this Section 2.13.\n\n         2.14     ORGANIZATION\n\n         Meetings of stockholders shall be presided over by the chairman of the\nboard, by the vice chairman of the board, by the chairman of the executive\ncommittee, by the president, by a vice president, or by a chairman designated by\nany of the foregoing. The secretary or in his or her absence an assistant\nsecretary or in the absence of the secretary and all assistant secretaries a\nperson whom the chairman of the meeting shall appoint shall act as secretary of\nthe meeting and keep a record of the proceedings thereof.\n\n\n                                       -5-\n\n\n\n\n         The board of directors of the corporation shall be entitled to make\nsuch rules or regulations for the conduct of meetings of stockholders as it\nshall deem necessary, appropriate or convenient. Subject to such rules and\nregulations of the board of directors, if any, the chairman of the meeting shall\nhave the right and authority to prescribe such rules, regulations and procedures\nand to do all such acts as, in the judgment of such chairman, are necessary,\nappropriate or convenient for the proper conduct of the meeting, including,\nwithout limitation, establishing an agenda or order of business for the meeting,\nrules and procedures for maintaining order at the meeting and the safety of\nthose present, limitations on participation in such meeting to stockholders of\nrecord of the corporation and their duly authorized and constituted proxies, and\nsuch other persons as the chairman shall permit, restrictions on entry to the\nmeeting after the time fixed for the commencement thereof, limitations on the\ntime allotted to questions or comments by participants and regulation of the\nopening and closing of the polls for balloting and matters which are to be voted\non by ballot. Unless and to the extent determined by the board of directors or\nthe chairman of the meeting, meetings of stockholders shall not be required to\nbe held in accordance with rules of parliamentary procedure.\n\n                                   ARTICLE III\n\n                                    DIRECTORS\n\n         3.1      POWERS\n\n         Subject to the provisions of the General Corporation Law of Delaware\nand any limitations in the certificate of incorporation or these bylaws relating\nto action required to be approved by the stockholders or by the outstanding\nshares, the business and affairs of the corporation shall be managed and all\ncorporate powers shall be exercised by or under the direction of the board of\ndirectors.\n\n         3.2      NUMBER OF DIRECTORS\n\n         The authorized number of directors shall be seven (7). This number may\nbe changed by a duly adopted amendment to the certificate of incorporation or by\nan amendment to this bylaw adopted by the vote of the holders of a majority of\nthe stock issued and outstanding and entitled to vote or by resolution of a\nmajority of the board of directors.\n\n         No reduction of the authorized number of directors shall have the\neffect of removing any director before that director's term of office expires.\n\n         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS\n\n         Except as provided in the certificate of incorporation and Section 3.4\nof these bylaws, directors shall be elected at each annual meeting of\nstockholders to hold office until the next \n\n\n\n                                       -6-\n\n\n\n\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 fill\na vacancy, shall hold office until his successor is elected and qualified or\nuntil his earlier resignation or removal.\n\n         Elections of directors need not be by written ballot.\n\n         3.4      RESIGNATION AND VACANCIES\n\n         Any director may resign at any time upon written notice to the\ncorporation. When one or more directors so resigns and the resignation is\neffective at a future date, a majority of the directors then in office,\nincluding those who have so resigned, shall have power to fill such vacancy or\nvacancies, the vote thereon to take effect when such resignation or resignations\nshall become effective, and each director so chosen shall hold office as\nprovided in this section in the filling of other vacancies.\n\n         Unless otherwise provided in the certificate of incorporation or these\nbylaws:\n\n                  (i) Vacancies and newly created directorships resulting from\nany increase in the authorized number of directors elected by all of the\nstockholders having the right to vote as a single class may be filled by a\nmajority of the directors then in office, although less than a quorum, or by a\nsole remaining director.\n\n                  (ii) Whenever the holders of any class or classes of stock or\nseries thereof are entitled to elect one or more directors by the provisions of\nthe certificate of incorporation, vacancies and newly created directorships of\nsuch class or classes or series may be filled by a majority of the directors\nelected by such class or classes or series thereof then in office, or by a sole\nremaining director so elected.\n\n         If at any time, by reason of death or resignation or other cause, the\ncorporation should have no directors in office, then any officer or any\nstockholder or an executor, administrator, trustee or guardian of a stockholder,\nor other fiduciary entrusted with like responsibility for the person or estate\nof a stockholder, may call a special meeting of stockholders in accordance with\nthe provisions of the certificate of incorporation or these bylaws, or may apply\nto the Court of Chancery for a decree summarily ordering an election as provided\nin Section 211 of the General Corporation Law of Delaware.\n\n         If, at the time of filling any vacancy or any newly created\ndirectorship, the directors then in office constitute less than a majority of\nthe whole board (as constituted immediately prior to any such increase), then\nthe Court of Chancery may, upon application of any stockholder or stockholders\nholding at least ten (10) percent of the total number of the shares at the time\noutstanding having the right to vote for such directors, summarily order an\nelection to be held to \n\n\n\n                                       -7-\n\n\n\n\nfill any such vacancies or newly created directorships, or to replace the\ndirectors chosen by the directors then in office as aforesaid, which election\nshall be governed by the provisions of Section 211 of the General Corporation\nLaw of Delaware as far as applicable.\n\n         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE\n\n         The board of directors of the corporation may hold meetings, both\nregular and special, either within or outside the State of Delaware.\n\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.\n\n         3.6      FIRST MEETINGS\n\n         The first meeting of each newly elected board of directors shall be\nheld at such time and place as shall be fixed by the vote of the stockholders at\nthe annual meeting and no notice of such meeting shall be necessary to the newly\nelected directors in order legally to constitute the meeting, provided a quorum\nshall be present. In the event of the failure of the stockholders to fix the\ntime or place of such first meeting of the newly elected board of directors, or\nin the event such meeting is not held at the time and place so fixed by the\nstockholders, the meeting may be held at such time and place as shall be\nspecified in a notice given as hereinafter provided for special meetings of the\nboard of directors, or as shall be specified in a written waiver signed by all\nof the directors.\n\n         3.7      REGULAR MEETINGS\n\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.\n\n         3.8      SPECIAL MEETINGS; NOTICE\n\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 (2) directors.\n\n         Notice of the time and place of special meetings shall be delivered\npersonally or by telephone to each director or sent by first-class mail or\ntelegram, charges prepaid, addressed to each director at that director's address\nas it is shown on the records of the corporation. If the notice is mailed, it\nshall be deposited in the United States mail at least four (4) days before the\ntime of the holding of the meeting. If the notice is delivered personally or by\ntelephone or by \n\n\n                                       -8-\n\n\n\n\ntelegram, it shall be delivered personally or by telephone or to the telegraph\ncompany at least forty-eight (48) hours before the time of the holding of the\nmeeting. Any oral notice given personally or by telephone may be communicated\neither to the director or to a person at the office of the director who the\nperson giving the notice has reason to believe will promptly communicate it to\nthe director. The notice need not specify the purpose or the place of the\nmeeting, if the meeting is to be held at the principal executive office of the\ncorporation.\n\n         3.9      QUORUM\n\n         At all meetings of the board of directors, a majority of the authorized\nnumber of directors shall constitute a quorum for the transaction of business\nand the act of a majority of the directors present at any meeting at which there\nis a quorum shall be the act of the board of directors, except as may be\notherwise 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.\n\n         3.10     WAIVER OF NOTICE\n\n         Whenever notice is required to be given under any provision of the\nGeneral Corporation Law of Delaware or of the certificate of incorporation or\nthese bylaws, a written waiver thereof, signed by the person entitled to notice,\nwhether before or after the time stated therein, shall be deemed equivalent to\nnotice. Attendance of a person at a meeting shall constitute a waiver of notice\nof such meeting, except when the person attends a meeting for the express\npurpose of objecting, at the beginning of the meeting, to the transaction of any\nbusiness because the meeting is not lawfully called or convened. Neither the\nbusiness to be transacted at, nor the purpose of, any regular or special meeting\nof the directors, or members of a committee of directors, need be specified in\nany written waiver of notice unless so required by the certificate of\nincorporation or these bylaws.\n\n         3.11     ADJOURNED MEETING; NOTICE\n\n         If a quorum is not present at any meeting of the board of directors,\nthen the directors present thereat may adjourn the meeting from time to time,\nwithout notice other than announcement at the meeting, until a quorum is\npresent.\n\n         3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING\n\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 \n\n\n                                       -9-\n\n\n\n\nbe, consent thereto in writing and the writing or writings are filed with the\nminutes of proceedings of the board or committee.\n\n         3.13     FEES AND COMPENSATION OF DIRECTORS\n\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.\n\n         3.14     APPROVAL OF LOANS TO OFFICERS\n\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 contained in this section shall be deemed to\ndeny, limit or restrict the powers of guaranty or warranty of the corporation at\ncommon law or under any statute.\n\n         3.15     REMOVAL OF DIRECTORS\n\n         Unless otherwise restricted by statute, by the certificate of\nincorporation or by these bylaws, any director or the entire board of directors\nmay be removed, with or without cause, by the holders of a majority of the\nshares then entitled to vote at an election of directors.\n\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.\n\n\n                                   ARTICLE IV\n\n                                   COMMITTEES\n\n\n         4.1      COMMITTEES OF DIRECTORS\n\n         The board of directors may, by resolution passed by a majority of the\nwhole board, designate one or more committees, with each committee to consist of\none or more of the directors of the corporation. The board may designate one or\nmore directors as alternate members of any committee, who may replace any absent\nor disqualified member at any meeting of the committee. In the absence or\ndisqualification of a member of a committee, the member or members thereof\n\n\n                                      -10-\n\n\n\npresent at any meeting and not disqualified from voting, whether or not he or\nthey constitute a quorum, may unanimously appoint another member of the board of\ndirectors to act at the meeting in the place of any such absent or disqualified\nmember. Any such committee, to the extent provided in the resolution of the\nboard of directors or in the bylaws of the corporation, shall have and may\nexercise all the powers and authority of the board of directors in the\nmanagement of the business and affairs of the corporation, and may authorize the\nseal of the corporation to be affixed to all papers that may require it; but no\nsuch committee shall have the power or authority to (i) amend the certificate of\nincorporation (except that a committee may, to the extent authorized in the\nresolution or resolutions providing for the issuance of shares of stock adopted\nby the board of directors as provided in Section 151(a) of the General\nCorporation Law of Delaware, fix any of the preferences or rights of such shares\nrelating to dividends, redemption, dissolution, any distribution of assets of\nthe corporation or the conversion into, or the exchange of such shares for,\nshares of any other class or classes or any other series of the same or any\nother class or classes of stock of the corporation), (ii) adopt an agreement of\nmerger or consolidation under Sections 251 or 252 of the General Corporation Law\nof Delaware, (iii) recommend to the stockholders the sale, lease or exchange of\nall or substantially all of the corporation's property and assets, (iv)\nrecommend to the stockholders a dissolution of the corporation or a revocation\nof a dissolution, or (v) amend the bylaws of the corporation; and, unless the\nboard resolution establishing the committee, the bylaws or the certificate of\nincorporation expressly so provide, no such committee shall have the power or\nauthority to declare a dividend, to authorize the issuance of stock, or to adopt\na certificate of ownership and merger pursuant to Section 253 of the General\nCorporation Law of Delaware.\n\n         4.2      COMMITTEE MINUTES\n\n         Each committee shall keep regular minutes of its meetings and report\nthe same to the board of directors when required.\n\n         4.3      MEETINGS AND ACTION OF COMMITTEES\n\n         Meetings and actions of committees shall be governed by, and held and\ntaken in accordance with, the provisions of Article III of these bylaws, Section\n3.5 (place of meetings and meetings by telephone), Section 3.7 (regular\nmeetings), Section 3.8 (special meetings and notice), Section 3.9 (quorum),\nSection 3.10 (waiver of notice), Section 3.11 (adjournment and notice of\nadjournment), and Section 3.12 (action without a meeting), with such changes in\nthe context of those bylaws as are necessary to substitute the committee and its\nmembers for the board of directors and its members; provided, however, that the\ntime of regular meetings of committees may also be called by resolution of the\nboard of directors and that notice of special meetings of committees shall also\nbe given to all alternate members, who shall have the right to attend all\nmeetings of the committee. The board of directors may adopt rules for the\ngovernment of any committee not inconsistent with the provisions of these\nbylaws.\n\n\n                                      -11-\n\n\n\n                                    ARTICLE V\n\n                                    OFFICERS\n\n\n         5.1      OFFICERS\n\n         The officers of the corporation shall be a president, one or more vice\npresidents, a secretary, and a treasurer. The corporation may also have, at the\ndiscretion of the board of directors, a chairman of the board, one or more\nassistant vice presidents, assistant secretaries, assistant treasurers, and any\nsuch other officers as may be appointed in accordance with the provisions of\nSection 5.3 of these bylaws. Any number of offices may be held by the same\nperson.\n\n         5.2      ELECTION OF OFFICERS\n\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 chosen by the board of directors, subject to the rights, if\nany, of an officer under any contract of employment.\n\n         5.3      SUBORDINATE OFFICERS\n\n         The board of directors may appoint, or empower the president to\nappoint, such other officers and agents as the business of the corporation may\nrequire, each of whom shall hold office for such period, have such authority,\nand perform such duties as are provided in these bylaws or as the board of\ndirectors may from time to time determine.\n\n         5.4      REMOVAL AND RESIGNATION OF OFFICERS\n\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 an\naffirmative vote of the majority of the board of directors at any regular or\nspecial meeting of the board or, except in the case of an officer chosen by the\nboard of directors, by any officer upon whom such power of removal may be\nconferred by the board of directors.\n\n         Any officer may resign at any time by giving written notice to the\ncorporation. Any resignation shall take effect at the date of the receipt of\nthat notice or at any later time specified in that notice; and, unless otherwise\nspecified in that notice, the acceptance of the resignation shall not be\nnecessary to make it effective. Any resignation is without prejudice to the\nrights, if any, of the corporation under any contract to which the officer is a\nparty.\n\n\n                                      -12-\n\n\n\n\n\n         5.5      VACANCIES IN OFFICES\n\n         Any vacancy occurring in any office of the corporation shall be filled\nby the board of directors.\n\n         5.6      CHAIRMAN OF THE BOARD\n\n         The chairman of the board, if such an officer be elected, shall, if\npresent, preside at meetings of the board of directors and exercise and perform\nsuch other powers and duties as may from time to time be assigned to him by the\nboard of directors or as may be prescribed by these bylaws. If there is no\npresident, then the chairman of the board shall also be the chief executive\nofficer of the corporation and shall have the powers and duties prescribed in\nSection 5.7 of these bylaws.\n\n         5.7      PRESIDENT\n\n         Subject to such supervisory powers, if any, as may be given by the\nboard of directors to the chairman of the board, if there be such an officer,\nthe president shall be the chief executive officer of the corporation and shall,\nsubject to the control of the board of directors, have general supervision,\ndirection, and control of the business and the officers of the corporation. He\nshall preside at all meetings of the stockholders and, in the absence or\nnonexistence of a chairman of the board, at all meetings of the board of\ndirectors. He shall have the general powers and duties of management usually\nvested in the office of president of a corporation and shall have such other\npowers and duties as may be prescribed by the board of directors or these\nbylaws.\n\n         5.8      VICE PRESIDENT\n\n         In the absence or disability of the president, the vice presidents, if\nany, in order of their rank as fixed by the board of directors or, if not\nranked, a vice president designated by the board of directors, shall perform all\nthe duties of the president and when so acting shall have all the powers of, and\nbe subject to all the restrictions upon, the president. The vice presidents\nshall have such other powers and perform such other duties as from time to time\nmay be prescribed for them respectively by the board of directors, these bylaws,\nthe president or the chairman of the board.\n\n         5.9      SECRETARY\n\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, whether regular or special (and, if special, how\nauthorized and the notice given), the names of those present at directors'\nmeetings or committee \n\n\n\n                                      -13-\n\n\n\nmeetings, the number of shares present or represented at stockholders' meetings,\nand the proceedings thereof.\n\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.\n\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 shall keep the seal of the corporation, if one be adopted,\nin safe custody and shall have such other powers and perform such other duties\nas may be prescribed by the board of directors or by these bylaws.\n\n\n         5.10     TREASURER\n\n         The treasurer shall keep and maintain, or cause to be kept and\nmaintained, adequate and correct books and records of accounts of the properties\nand business transactions of the corporation, including accounts of its assets,\nliabilities, receipts, disbursements, gains, losses, capital, retained earnings,\nand shares. The books of account shall at all reasonable times be open to\ninspection by any director.\n\n         The treasurer shall deposit all money and other valuables in the name\nand to the credit of the corporation with such depositaries as may be designated\nby the board of directors. He shall disburse the funds of the corporation as may\nbe ordered by the board of directors, shall render to the president and\ndirectors, whenever they request it, an account of all of his transactions as\ntreasurer and of the financial condition of the corporation, and shall have such\nother powers and perform such other duties as may be prescribed by the board of\ndirectors or these bylaws.\n\n         5.11     ASSISTANT SECRETARY\n\n         The assistant secretary, or, if there is more than one, the assistant\nsecretaries in the order determined by the stockholders or board of directors\n(or if there be no such determination, then in the order of their election)\nshall, in the absence of the secretary or in the event of his or her inability\nor refusal to act, perform the duties and exercise the powers of the secretary\nand shall perform such other duties and have such other powers as the board of\ndirectors or the stockholders may from time to time prescribe.\n\n         5.12     ASSISTANT TREASURER\n\n\n                                      -14-\n\n\n\n\n         The assistant treasurer, or, if there is more than one, the assistant\ntreasurers, in the order determined by the stockholders or board of directors\n(or if there be no such determination, then in the order of their election),\nshall, in the absence of the treasurer or in the event of his or her inability\nor refusal to act, perform the duties and exercise the powers of the treasurer\nand shall perform such other duties and have such other powers as the board of\ndirectors or the stockholders may from time to time prescribe.\n\n         5.13     AUTHORITY AND DUTIES OF OFFICERS\n\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.\n\n\n                                   ARTICLE VI\n\n                                    INDEMNITY\n\n\n         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS\n\n         The corporation shall, to the maximum extent and in the manner\npermitted by the General Corporation Law of Delaware, indemnify each of its\ndirectors and officers against expenses (including attorneys' fees), judgments,\nfines, settlements, and other amounts actually and reasonably incurred in\nconnection with any proceeding, arising by reason of the fact that such person\nis or was an agent of the corporation. For purposes of this Section 6.1, a\n'director' or 'officer' of the corporation includes any person (i) who is or was\na director or officer of the corporation, (ii) who is or was serving at the\nrequest of the corporation as a director or officer of another corporation,\npartnership, joint venture, trust or other enterprise, or (iii) who was a\ndirector or officer of a corporation which was a predecessor corporation of the\ncorporation or of another enterprise at the request of such predecessor\ncorporation.\n\n         6.2      INDEMNIFICATION OF OTHERS\n\n         The corporation shall have the power, to the extent and in the manner\npermitted by the General Corporation Law of Delaware, to indemnify each of its\nemployees and agents (other than directors and officers) against expenses\n(including attorneys' fees), judgments, fines, settlements, and other amounts\nactually and reasonably incurred in connection with any proceeding, arising by\nreason of the fact that such person is or was an agent of the corporation. For\npurposes of this Section 6.2, an 'employee' or 'agent' of the corporation (other\nthan a director or officer) includes any person (i) who is or was an employee or\nagent of the corporation, (ii) who is or was serving at the request of the\ncorporation as an employee or agent of another corporation, partnership, joint\n\n\n                                      -15-\n\n\n\n\nventure, trust or other enterprise, or (iii) who was an employee or agent of a\ncorporation which was a predecessor corporation of the corporation or of another\nenterprise at the request of such predecessor corporation.\n\n         6.3      INSURANCE\n\n         The corporation may purchase and maintain insurance on behalf of any\nperson who is or was a director, officer, employee or agent of the corporation,\nor is or was serving at the request of the corporation as a director, officer,\nemployee or agent of another corporation, partnership, joint venture, trust or\nother enterprise 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 the General Corporation Law of Delaware.\n\n\n                                   ARTICLE VII\n\n                               RECORDS AND REPORTS\n\n\n         7.1      MAINTENANCE AND INSPECTION OF RECORDS\n\n         The corporation shall, either at its principal executive office 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.\n\n         Any stockholder of record, in person or by attorney or other agent,\nshall, upon written demand under oath stating the purpose thereof, have the\nright during the usual hours for business to inspect for any proper purpose the\ncorporation's stock ledger, a list of its stockholders, and its other books and\nrecords and to make copies or extracts therefrom. A proper purpose shall mean a\npurpose reasonably related to such person's interest as a stockholder. In every\ninstance where an attorney or other agent is the person who seeks the right to\ninspection, the demand under oath shall be accompanied by a power of attorney or\nsuch other writing that authorizes the attorney or other agent to so act on\nbehalf of the stockholder. The demand under oath shall be directed to the\ncorporation at its registered office in Delaware or at its principal place of\nbusiness.\n\n         The officer who has charge of the stock ledger of a corporation shall\nprepare and make, at least ten (10) days before every meeting of stockholders, a\ncomplete list of the stockholders entitled to vote at the meeting, arranged in\nalphabetical order, and showing the address of each stockholder and the number\nof shares registered in the name of each stockholder. Such list shall be open to\nthe examination of any stockholder, for any purpose germane to the meeting,\nduring \n\n\n                                      -16-\n\n\n\nordinary business hours, for a period of at least ten (10) days prior to the\nmeeting, either at a place within the city where the meeting is to be held,\nwhich place shall be specified in the notice of the meeting, or, if not so\nspecified, at the place where the meeting is to be held. The list shall also be\nproduced and kept at the time and place of the meeting during the whole time\nthereof, and may be inspected by any stockholder who is present.\n\n         7.2      INSPECTION BY DIRECTORS\n\n         Any director shall have the right to examine the corporation's stock\nledger, a list of its stockholders, and its other books and records for a\npurpose reasonably related to his position as a director. The Court of Chancery\nis hereby vested with the exclusive jurisdiction to determine whether a director\nis entitled to the inspection sought. The Court may summarily order the\ncorporation to permit the director to inspect any and all books and records, the\nstock ledger, and the stock list and to make copies or extracts therefrom. The\nCourt may, in its discretion, prescribe any limitations or conditions with\nreference to the inspection, or award such other and further relief as the Court\nmay deem just and proper.\n\n         7.3      ANNUAL STATEMENT TO STOCKHOLDERS\n\n         The board of directors shall present at each annual meeting, and at any\nspecial meeting of the stockholders when called for by vote of the stockholders,\na full and clear statement of the business and condition of the corporation.\n\n         7.4      REPRESENTATION OF SHARES OF OTHER CORPORATIONS\n\n         The chairman of the board, the president, any vice president, the\ntreasurer, the secretary or assistant secretary of this corporation, or any\nother person authorized by the board of directors or the president or a vice\npresident, is authorized to vote, represent, and exercise on behalf of this\ncorporation all rights incident to any and all shares of any other corporation\nor corporations standing in the name of this corporation. The authority granted\nherein may be exercised either by such person directly or by any other person\nauthorized to do so by proxy or power of attorney duly executed by such person\nhaving the authority.\n\n\n                                  ARTICLE VIII\n\n                                 GENERAL MATTERS\n\n\n         8.1      CHECKS\n\n\n                                      -17-\n\n\n\n         From time to time, the board of directors shall determine by resolution\nwhich person or persons may sign or endorse all checks, drafts, other orders for\npayment of money, notes or other evidences of indebtedness that are issued in\nthe name of or payable to the corporation, and only the persons so authorized\nshall sign or endorse those instruments.\n\n         8.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS\n\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.\n\n         8.3      STOCK CERTIFICATES; PARTLY PAID SHARES\n\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 to\nshares represented by a certificate until such certificate is surrendered to the\ncorporation. Notwithstanding the adoption of such a resolution by the board of\ndirectors, 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 were such officer, transfer agent or\nregistrar at the date of issue.\n\n         The corporation may issue the whole or any part of its shares as partly\npaid and subject to call for the remainder of the consideration to be paid\ntherefor. Upon the face or back of each stock certificate issued to represent\nany such partly paid shares, upon the books and records of the corporation in\nthe case of uncertificated partly paid shares, the total amount of the\nconsideration to be paid therefor and the amount paid thereon shall be stated.\nUpon the declaration of any dividend on fully paid shares, the corporation shall\ndeclare a dividend upon partly paid shares of the same class, but only upon the\nbasis of the percentage of the consideration actually paid thereon.\n\n         8.4      SPECIAL DESIGNATION ON CERTIFICATES\n\n\n\n                                      -18-\n\n\n\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\nDelaware, in lieu of the foregoing requirements there may be set forth on the\nface or back of the certificate that the corporation shall issue to represent\nsuch class or series of stock a statement that the corporation will furnish\nwithout charge to each stockholder who so requests the powers, the designations,\nthe preferences, and the relative, participating, optional or other special\nrights of each class of stock or series thereof and the qualifications,\nlimitations or restrictions of such preferences and\/or rights.\n\n         8.5      LOST CERTIFICATES\n\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 theretofore 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 his legal representative, to give the corporation a\nbond sufficient to indemnify it against any claim that may be made against it on\naccount of the alleged loss, theft or destruction of any such certificate or the\nissuance of such new certificate or uncertificated shares.\n\n         8.6      CONSTRUCTION; DEFINITIONS\n\n         Unless the context requires otherwise, the general provisions, rules of\nconstruction, and definitions in the Delaware General Corporation Law shall\ngovern the construction of these bylaws. Without limiting the generality of this\nprovision, the singular number includes the plural, the plural number includes\nthe singular, and the term 'person' includes both a corporation and a natural\nperson.\n\n         8.7      DIVIDENDS\n\n         The directors of the corporation, subject to any restrictions contained\nin the certificate of incorporation, may declare and pay dividends upon the\nshares of its capital stock pursuant to the General Corporation Law of Delaware.\nDividends may be paid in cash, in property, or in shares of the corporation's\ncapital stock.\n\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 \n\n\n                                      -19-\n\n\n\nreserve. Such purposes shall include but not be limited to equalizing dividends,\nrepairing or maintaining any property of the corporation, and meeting\ncontingencies.\n\n         8.8      FISCAL YEAR\n\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.\n\n\n\n         8.9      SEAL\n\n         This corporation may have a corporate seal, which may be adopted or\naltered at the pleasure of the Board of Directors, and may use the same by\ncausing it or a facsimile thereof, to be impressed or affixed or in any other\nmanner reproduced.\n\n         8.10     TRANSFER OF STOCK\n\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 to issue a new certificate to the person entitled\nthereto, cancel the old certificate, and record the transaction in its books.\n\n         8.11     STOCK TRANSFER AGREEMENTS\n\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 Delaware.\n\n         8.12     REGISTERED STOCKHOLDERS\n\n         The corporation shall be entitled to recognize the exclusive right of a\nperson 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.\n\n\n                                   ARTICLE IX\n\n                                   AMENDMENTS\n\n\n                                      -20-\n\n\n\n\n         The original or other bylaws of the corporation may be adopted, amended\nor repealed by the stockholders entitled to vote; provided, however, that the\ncorporation may, in its certificate of incorporation, confer the power to adopt,\namend or repeal bylaws upon the directors. The fact that such power has been so\nconferred upon the directors shall not divest the stockholders of the power, nor\nlimit their power to adopt, amend or repeal bylaws. Notwithstanding the\nforegoing, amendment or deletion of all or any portion or Article II hereof or\nthis Article IX by the stockholders of the corporation shall require the\naffirmative vote of 66 2\/3% of the outstanding shares entitled to vote thereon.\n\n\n                                    ARTICLE X\n\n                                   DISSOLUTION\n\n\n         If it should be deemed advisable in the judgment of the board of\ndirectors of the corporation that the corporation should be dissolved, the\nboard, after the adoption of a resolution to that effect by a majority of the\nwhole board at any meeting called for that purpose, shall cause notice to be\nmailed to each stockholder entitled to vote thereon of the adoption of the\nresolution and of a meeting of stockholders to take action upon the resolution.\n\n         At the meeting a vote shall be taken for and against the proposed\ndissolution. If a majority of the outstanding stock of the corporation entitled\nto vote thereon votes for the proposed dissolution, then a certificate stating\nthat the dissolution has been authorized in accordance with the provisions of\nSection 275 of the General Corporation Law of Delaware and setting forth the\nnames and residences of the directors and officers shall be executed,\nacknowledged, and filed and shall become effective in accordance with Section\n103 of the General Corporation Law of Delaware. Upon such certificate's becoming\neffective in accordance with Section 103 of the General Corporation Law of\nDelaware, the corporation shall be dissolved.\n\n         Whenever all the stockholders entitled to vote on a dissolution consent\nin writing, either in person or by duly authorized attorney, to a dissolution,\nno meeting of directors or stockholders shall be necessary. The consent shall be\nfiled and shall become effective in accordance with Section 103 of the General\nCorporation Law of Delaware. Upon such consent's becoming effective in\naccordance with Section 103 of the General Corporation Law of Delaware, the\ncorporation shall be dissolved. If the consent is signed by an attorney, then\nthe original power of attorney or a photocopy thereof shall be attached to and\nfiled with the consent. The consent filed with the Secretary of State shall have\nattached to it the affidavit of the secretary or some other officer of the\ncorporation stating that the consent has been signed by or on behalf of all the\nstockholders entitled to vote on a dissolution; in addition, there shall be\nattached to the consent a certification by the secretary or some other officer\nof the corporation setting forth the names and residences of the directors and\nofficers of the corporation.\n\n\n                                      -21-\n\n\n\n\n                                   ARTICLE XI\n\n                                    CUSTODIAN\n\n\n         11.1     APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES\n\n         The Court of Chancery, upon application of any stockholder, may appoint\none or more persons to be custodians and, if the corporation is insolvent, to be\nreceivers, of and for the corporation when:\n\n              (i) at any meeting held for the election of directors the\nstockholders are so divided that they have failed to elect successors to\ndirectors whose terms have expired or would have expired upon qualification of\ntheir successors; or\n\n             (ii) the business of the corporation is suffering or is threatened\nwith irreparable injury because the directors are so divided respecting the\nmanagement of the affairs of the corporation that the required vote for action\nby the board of directors cannot be obtained and the stockholders are unable to\nterminate this division; or\n\n            (iii) the corporation has abandoned its business and has failed\nwithin a reasonable time to take steps to dissolve, liquidate or distribute its\nassets.\n\n         11.2     DUTIES OF CUSTODIAN\n\n         The custodian shall have all the powers and title of a receiver\nappointed under Section 291 of the General Corporation Law of Delaware, but the\nauthority of the custodian shall be to continue the business of the corporation\nand not to liquidate its affairs and distribute its assets, except when the\nCourt of Chancery otherwise orders and except in cases arising under Sections\n226(a)(3) or 352(a)(2) of the General Corporation Law of Delaware.\n\n\n                                      -22-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7665],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41523","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gotocom-inc","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\/41523","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=41523"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41523"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41523"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41523"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}