{"id":41532,"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-intraware-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-intraware-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-intraware-inc.html","title":{"rendered":"Bylaws &#8211; Intraware Inc."},"content":{"rendered":"<pre>                                        BYLAWS\n\n                                          OF\n\n                                   INTRAWARE, INC.\n                               (a Delaware corporation)\n\n\n\n\n                                      BYLAWS OF\n\n                                   INTRAWARE, INC.\n                               (A DELAWARE CORPORATION)\n\n                                  TABLE OF CONTENTS\n\n\n                                                                           PAGE\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 . . . . . . . . . . . . . . . . 3\n     2.5    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE . . . . . . . . . . 3\n     2.6    QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4\n     2.7    ADJOURNED MEETING; NOTICE. . . . . . . . . . . . . . . . . . . . 4\n     2.8    VOTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4\n     2.9    STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING  . . . . 5\n     2.10   RECORD DATE FOR STOCKHOLDER NOTICE; VOTING . . . . . . . . . . . 5\n     2.11   PROXIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5\n     2.12   ORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . 5\n     2.13   LIST OF STOCKHOLDERS ENTITLED TO VOTE. . . . . . . . . . . . . . 6\n\nARTICLE III  DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . 6\n\n     3.1    POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6\n     3.2    NUMBER OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . 6\n     3.3    ELECTION AND TERM OF OFFICE OF DIRECTORS . . . . . . . . . . . . 6\n     3.4    RESIGNATION AND VACANCIES. . . . . . . . . . . . . . . . . . . . 7\n     3.5    REMOVAL OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . 8\n     3.6    PLACE OF MEETINGS; MEETINGS BY TELEPHONE . . . . . . . . . . . . 8\n     3.7    FIRST MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . 8\n     3.8    REGULAR MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . 8\n     3.9    SPECIAL MEETINGS; NOTICE . . . . . . . . . . . . . . . . . . . . 9\n     3.10   QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9\n     3.11   WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . . . . . . 9\n     3.12   ADJOURNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 9\n     3.13   NOTICE OF ADJOURNMENT. . . . . . . . . . . . . . . . . . . . . .10\n     3.14   BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. . . . . . . .10\n\n\n                                         -i-\n\n\n                                  TABLE OF CONTENTS\n\n                                     (CONTINUED)\n\n                                                                           PAGE\n\n     3.15   FEES AND COMPENSATION OF DIRECTORS . . . . . . . . . . . . . . .10\n     3.16   APPROVAL OF LOANS TO OFFICERS. . . . . . . . . . . . . . . . . .10\n     3.17   SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION . . . . .10\n\nARTICLE IV  COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . .11\n\n     4.1    COMMITTEES OF DIRECTORS. . . . . . . . . . . . . . . . . . . . .11\n     4.2    MEETINGS AND ACTION OF COMMITTEES. . . . . . . . . . . . . . . .11\n     4.3    COMMITTEE MINUTES. . . . . . . . . . . . . . . . . . . . . . . .12\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. . . . . . . . . . . . . . .13\n     5.5    VACANCIES IN OFFICES . . . . . . . . . . . . . . . . . . . . . .13\n     5.6    CHAIRMAN OF THE BOARD. . . . . . . . . . . . . . . . . . . . . .13\n     5.7    PRESIDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .13\n     5.8    VICE PRESIDENTS. . . . . . . . . . . . . . . . . . . . . . . . .14\n     5.9    SECRETARY. . . . . . . . . . . . . . . . . . . . . . . . . . . .14\n     5.10   CHIEF FINANCIAL OFFICER. . . . . . . . . . . . . . . . . . . . .14\n     5.11   ASSISTANT SECRETARY. . . . . . . . . . . . . . . . . . . . . . .15\n     5.12   ADMINISTRATIVE OFFICERS. . . . . . . . . . . . . . . . . . . . .15\n     5.13   AUTHORITY AND DUTIES OF OFFICERS . . . . . . . . . . . . . . . .15\n\nARTICLE VI  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER\n     AGENTS 15\n\n     6.1    INDEMNIFICATION OF DIRECTORS AND OFFICERS. . . . . . . . . . . .15\n     6.2    INDEMNIFICATION OF OTHERS. . . . . . . . . . . . . . . . . . . .16\n     6.3    INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . .17\n\nARTICLE VII  RECORDS AND REPORTS . . . . . . . . . . . . . . . . . . . . . .17\n\n     7.1    MAINTENANCE AND INSPECTION OF RECORDS. . . . . . . . . . . . . .17\n     7.2    INSPECTION BY DIRECTORS. . . . . . . . . . . . . . . . . . . . .18\n     7.3    ANNUAL STATEMENT TO STOCKHOLDERS . . . . . . . . . . . . . . . .18\n     7.4    REPRESENTATION OF SHARES OF OTHER CORPORATIONS . . . . . . . . .18\n     7.5    CERTIFICATION AND INSPECTION OF BYLAWS . . . . . . . . . . . . .18\n\n\n                                         -ii-\n\n\n                                  TABLE OF CONTENTS\n\n                                     (CONTINUED)\n\n                                                                           PAGE\n\nARTICLE VIII  GENERAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . .18\n\n     8.1    RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. . . . . .18\n     8.2    CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS. . . . . . . . . . . .19\n     8.3    CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED . . . . . . .19\n     8.4    STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES . . . . . . . .19\n     8.5    SPECIAL DESIGNATION ON CERTIFICATES. . . . . . . . . . . . . . .20\n     8.6    LOST CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . .20\n     8.7    TRANSFER AGENTS AND REGISTRARS . . . . . . . . . . . . . . . . .21\n     8.8    CONSTRUCTION; DEFINITIONS. . . . . . . . . . . . . . . . . . . .21\n\nARTICLE IX  AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .21\n\n\n\n\n                                        -iii-\n\n\n                                        BYLAWS\n\n                                          OF\n\n                                   INTRAWARE, INC.\n                               (A DELAWARE CORPORATION)\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 fixed in the\ncertificate of incorporation of the corporation.\n\n       1.2     OTHER OFFICES\n\n       The board of directors may at any time establish branch or subordinate\noffices at any place or places where the corporation is qualified to do\nbusiness.\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 principal\nexecutive office of the corporation.\n\n       2.2     ANNUAL MEETING\n\n       The annual meeting of the stockholders of this corporation shall be held\neach year on a date and at a time designated by the board of directors.  At the\nmeeting, directors shall be elected and any other proper business may be\ntransacted.  Nominations of persons for election to the board of directors of\nthe corporation and the proposal of business to be considered by the\nstockholders may be made at an annual meeting of stockholders only (a) pursuant\nto the corporation's notice of meeting, (b) by or at the direction of the board\nof directors or (c) by any stockholder of the corporation who\n\n\n\n\nwas a stockholder of record at the time of giving of notice provided for in\nthese Bylaws, who is entitled to vote at the meeting and who complies with the\nnotice procedures set forth in this Bylaw.\n\n       For nominations or other business to be properly brought before an\nannual 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\nshall be delivered to the secretary at the principal executive offices of the\ncorporation not later than the close of business on the 60th day nor earlier\nthan the close of business on the 90th day prior to the meeting; provided,\nhowever, that in the event that less than 65 days notice of the meeting is given\nto stockholders, notice by the stockholder to be timely must be so delivered not\nearlier than the close of business on the seventh (7th) day following the day on\nwhich the notice of meeting was mailed.  In no event shall the public\nannouncement of an adjournment of an annual meeting commence a new time period\nfor the giving of a stockholder's notice as described above.  Such stockholder's\nnotice shall set forth (a) as to each person whom the stockholder proposes to\nnominate for election or reelection as a director all information relating to\nsuch person that is required to be disclosed in solicitations of proxies for\nelection of directors in an election contest, or is otherwise required, in each\ncase pursuant to Regulation 14A under the Securities Exchange Act of 1934, as\namended (or any successor thereto) (the 'Exchange Act') and Rule 14a-11\nthereunder (or any successor thereto) (including such person's written consent\nto being named in the proxy statement as a nominee and to serving as a director\nif elected); (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 an annual meeting except in accordance with the procedures set\nforth in this Section 2.2.\n\n       2.3     SPECIAL MEETING\n\n       A special meeting of the stockholders may be called at any time by the\nboard of directors, or by the chairman of the board or by the president.\n\n       If a special meeting is called by any person or persons other than the\nboard of directors, the request shall be in writing to the secretary of the\ncorporation, and shall set forth (a) as to each person whom such person or\npersons propose to nominate for election or reelection as a director at such\nmeeting all information relating to such proposed nominee that is required to be\ndisclosed in solicitations of proxies for election of directors in an election\ncontest, or is otherwise required, in each case pursuant to Regulation 14A under\nthe Exchange Act (or any successor thereto) and Rule 14a-11 thereunder (or any\nsuccessor thereto) (including such proposed nominee's written\n\n\n                                         -2-\n\n\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 to be taken at the meeting, a\nbrief description of such business, the reasons for conducting such business and\nany material interest in such business of the person or persons calling such\nmeeting and the beneficial owners, if any, on whose behalf such meeting is\ncalled; and (c) as to the person or persons calling such meeting and the\nbeneficial owners, if any, on whose behalf the meeting is called (i) the name\nand address of such persons, as they appear on the corporation's books, and of\nsuch beneficial owners, and (ii) the class and number of shares of the\ncorporation which are owned beneficially and of record by such persons and such\nbeneficial owners.  No business may be transacted at such special meeting\notherwise than specified in such notice or by or at the direction of the\ncorporation's board of directors.  The corporation's secretary shall cause\nnotice to be promptly given to the stockholders entitled to vote, in accordance\nwith the provisions of Sections 2.4 and 2.5, that a meeting will be held at the\ntime reasonably requested by the person or persons who called the meeting, not\nless than 60 nor more than 90 days after the receipt of the request.  If the\nnotice is not given within 20 days after the receipt of a valid request, the\nperson or persons requesting the meeting may give the notice.  Nothing contained\nin this paragraph 2.3 shall be construed as limiting, fixing or affecting the\ntime when a meeting of stockholders called by action of the board of directors\nmay be held.\n\n       Only such business shall be conducted at a special meeting of\nstockholders called by action of the board of directors as shall have been\nbrought before the meeting pursuant to the corporation's notice of meeting.\n\n       2.4     NOTICE OF STOCKHOLDERS' MEETINGS\n\n       All notices of meetings of stockholders shall be sent or otherwise given\nin accordance with Sections 2.2 and 2.3 of these bylaws not less than ten (10)\nnor more than sixty (60) days before the date of the meeting.  The notice shall\nspecify the place, date and hour of the meeting and (i) in the case of a special\nmeeting, the purpose or purposes for which the meeting is called (no business\nother than that specified in the notice may be transacted) or (ii) in the case\nof the annual meeting, those matters which the board of directors, at the time\nof giving the notice, intends to present for action by the stockholders (but any\nproper matter may be presented at the meeting for such action).  The notice of\nany meeting at which directors are to be elected shall include the name of any\nnominee or nominees who, at the time of the notice, the board intends to present\nfor election.\n\n       2.5     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE\n\n       Written notice of any meeting of stockholders shall be given either\npersonally or by first-class mail or by telegraphic or other written\ncommunication.  Notices not personally delivered shall be sent charges prepaid\nand shall be addressed to the stockholder at the address of that stockholder\nappearing on the books of the corporation or given by the stockholder to the\ncorporation for the purpose of notice.  Notice shall be deemed to have been\ngiven at the time when delivered personally or deposited in the mail or sent by\ntelegram or other means of written communication.\n\n\n                                         -3-\n\n\n       An affidavit of the mailing or other means of giving any notice of any\nstockholders' meeting, executed by the secretary, assistant secretary or any\ntransfer agent of the corporation giving the notice, shall be prima facie\nevidence of the giving of such notice.\n\n       2.6     QUORUM\n\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 (i) the chairman of\nthe meeting or (ii) the stockholders entitled to vote thereat, present in person\nor represented by proxy, shall have power to adjourn the meeting in accordance\nwith Section 2.7 of these bylaws.\n\n       When a quorum is present at any meeting, the vote of the holders of a\nmajority of the stock having voting power present in person or represented by\nproxy shall decide any question brought before such meeting, unless the question\nis one upon which, by express provision of the laws of the State of Delaware or\nof the certificate of incorporation or these bylaws, a different vote is\nrequired, in which case such express provision shall govern and control the\ndecision of the question.\n\n       If a quorum be initially present, the stockholders may continue to\ntransact business until adjournment, notwithstanding the withdrawal of enough\nstockholders to leave less than a quorum, if any action taken is approved by a\nmajority of the stockholders initially constituting the quorum.\n\n       2.7     ADJOURNED MEETING; NOTICE\n\n       When a meeting is adjourned to another time and 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.\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\nowners, and to voting trusts and other voting agreements).\n\n       Except as may be otherwise provided in the certificate of incorporation\nor these bylaws, each stockholder shall be entitled to one vote for each share\nof capital stock held by such stockholder.\n\n\n                                         -4-\n\n\n       2.9     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING\n\n       The stockholders may not take any action by written consent in lieu of a\nmeeting, and must take any actions at a duly called annual or special meeting of\nstockholders and the power of stockholders to consent in writing is specifically\ndenied.\n\n       2.10    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING\n\n       For purposes of determining the stockholders entitled to notice of any\nmeeting or to vote thereat, the board of directors may fix, in advance, a record\ndate, which shall not precede the date upon which the resolution fixing the\nrecord date is adopted by the board of directors and which shall not be more\nthan sixty (60) days nor less than ten (10) days before the date of any such\nmeeting, and in such event only stockholders of record on the date so fixed are\nentitled to notice and to vote, notwithstanding any transfer of any shares on\nthe books of the corporation after the record date.\n\n       If the board of directors does not so fix a record date, 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 business day next\npreceding the day on which notice is given, or, if notice is waived, at the\nclose of business on the business day next preceding the day on which the\nmeeting is held.\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\nunless the board of directors fixes a new record date for the adjourned meeting,\nbut the board of directors shall fix a new record date if the meeting is\nadjourned for more than thirty (30) days from the date set for the original\nmeeting.\n\n       The record date for any other purpose shall be as provided in Section\n8.1 of these bylaws.\n\n       2.11    PROXIES\n\n       Every person entitled to vote for directors, or on any other matter,\nshall have the right to do so either in person or by one or more agents\nauthorized by a written proxy signed by the person and filed with the secretary\nof the corporation, but no such proxy shall be voted or acted upon after three\n(3) years from its date, unless the proxy provides for a longer period.  A proxy\nshall be deemed signed if the stockholder's name is placed on the proxy (whether\nby manual signature, typewriting, telegraphic transmission, telefacsimile or\notherwise) by the stockholder or the stockholder's attorney-in-fact.  The\nrevocability of a proxy that states on its face that it is irrevocable shall be\ngoverned by the provisions of Section 212(e) of the General Corporation Law of\nDelaware.\n\n       2.12    ORGANIZATION\n\n       The president, or in the absence of the president, the chairman of the\nboard, shall call the meeting of the stockholders to order, and shall act as\nchairman of the meeting.  In the absence of the president, the chairman of the\nboard, and all of the vice presidents, the stockholders shall appoint a\n\n\n                                         -5-\n\n\nchairman for such meeting.  The chairman of any meeting of stockholders shall\ndetermine the order of business and the procedures at the meeting, including\nsuch matters as the regulation of the manner of voting and the conduct of\nbusiness.  The secretary of the corporation shall act as secretary of all\nmeetings of the stockholders, but in the absence of the secretary at any meeting\nof the stockholders, the chairman of the meeting may appoint any person to act\nas secretary of the meeting.\n\n       2.13    LIST OF STOCKHOLDERS ENTITLED TO VOTE\n\n       The officer who has charge of the stock ledger of the 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\nto the 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\n                                     ARTICLE III\n\n                                      DIRECTORS\n\n\n       3.1     POWERS\n\n       Subject to the provisions of the General Corporation Law of Delaware and\nto 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 board of directors shall consist of seven (7) members.  The number\nof directors may be changed by an amendment to this bylaw, duly adopted by the\nboard of directors or by the stockholders, or by a duly adopted amendment to the\ncertificate of incorporation.\n\n       3.3     ELECTION AND TERM OF OFFICE OF DIRECTORS\n\n       Except as provided in Section 3.4 of these bylaws, directors shall be\nelected at each annual meeting of stockholders to hold office until the next\nannual meeting. Each director, including a\n\n\n                                         -6-\n\n\ndirector elected or appointed to fill a vacancy, shall hold office until the\nexpiration of the term for which elected and until a successor has been elected\nand qualified.\n\n       Election of directors need not be by written ballot.\n\n       3.4     RESIGNATION AND VACANCIES\n\n       Any director may resign effective on giving written notice to the\nchairman of the board, the president, the secretary or the board of directors,\nunless the notice specifies a later time for that resignation to become\neffective.  If the resignation of a director is effective at a future time, the\nboard of directors may elect a successor to take office when the resignation\nbecomes effective.\n\n       Vacancies in the board of directors may be filled by a majority of the\nremaining directors, even if less than a quorum, or by a sole remaining\ndirector; however, a vacancy created by the removal of a director by the vote of\nthe stockholders or by court order may be filled only by the affirmative vote of\na majority of the shares represented and voting at a duly held meeting at which\na quorum is present (which shares voting affirmatively also constitute a\nmajority of the required quorum).  Unless otherwise provided in the certificate\nof incorporation or these bylaws, each director so elected shall hold office\nuntil the next annual meeting of the stockholders and until a successor has been\nelected and qualified.\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\n                                         -7-\n\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 fill any such vacancies or newly created directorships,\nor to replace the directors chosen by the directors then in office as aforesaid,\nwhich election shall be governed by the provisions of Section 211 of the General\nCorporation Law of Delaware as far as applicable.\n\n       3.5     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, only with cause, by the holders of a majority of the shares then\nentitled to vote at an election of directors.\n\n       3.6     PLACE OF MEETINGS; MEETINGS BY TELEPHONE\n\n       Regular meetings of the board of directors may be held at any place\nwithin or outside the State of Delaware that has been designated from time to\ntime by resolution of the board.  In the absence of such a designation, regular\nmeetings shall be held at the principal executive office of the corporation.\nSpecial meetings of the board may be held at any place within or outside the\nState of Delaware that has been designated in the notice of the meeting or, if\nnot stated in the notice or if there is no notice, at the principal executive\noffice of the corporation.\n\n       Any meeting of the board, regular or special, may be held by conference\ntelephone or similar communication equipment, so long as all directors\nparticipating in the meeting can hear one another; and all such participating\ndirectors shall be deemed to be present in person at the meeting.\n\n       3.7     FIRST MEETINGS\n\n       The first meeting of each newly elected board of directors shall be held\nat such time and place as shall be fixed by the vote of the stockholders at the\nannual meeting.  In the event of the failure of the stockholders to fix the time\nor place of such first meeting of the newly elected board of directors, or in\nthe 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       3.8     REGULAR MEETINGS\n\n       Regular meetings of the board of directors may be held without notice at\nsuch time as shall from time to time be determined by the board of directors.\nIf any regular meeting day shall fall on a\n\n\n                                         -8-\n\n\nlegal holiday, then the meeting shall be held at the same time and place on the\nnext succeeding full business day.\n\n       3.9     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 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,\ntelecopy or telegram, charges prepaid, addressed to each director at that\ndirector's address as it is shown on the records of the corporation.  If the\nnotice is mailed, it shall be deposited in the United States mail at least four\n(4) days before the time of the holding of the meeting.  If the notice is\ndelivered personally or by telephone, telecopy or telegram, it shall be\ndelivered personally or by telephone or to the telegraph company at least\nforty-eight (48) hours before the time of the holding of the meeting.  Any oral\nnotice 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.\n\n       3.10    QUORUM\n\n       A majority of the authorized number of directors shall constitute a\nquorum for the transaction of business, except to adjourn as provided in\nSection 3.12 of these bylaws.  Every act or decision done or made by a majority\nof the directors present at a duly held meeting at which a quorum is present\nshall be regarded as the act of the board of directors, subject to the\nprovisions of the certificate of incorporation and applicable law.\n\n       A meeting at which a quorum is initially present may continue to\ntransact business notwithstanding the withdrawal of directors, if any action\ntaken is approved by at least a majority of the quorum for that meeting.\n\n       3.11    WAIVER OF NOTICE\n\n       Notice of a meeting need not be given to any director (i) who signs a\nwaiver of notice, whether before or after the meeting, or (ii) who attends the\nmeeting other than for the express purposed of objecting at the beginning of the\nmeeting to the transaction of any business because the meeting is not lawfully\ncalled or convened.  All such waivers shall be filed with the corporate records\nor made part of the minutes of the meeting.  A waiver of notice need not specify\nthe purpose of any regular or special meeting of the board of directors.\n\n       3.12    ADJOURNMENT\n\n\n                                         -9-\n\n\n       A majority of the directors present, whether or not constituting a\nquorum, may adjourn any meeting of the board to another time and place.\n\n       3.13    NOTICE OF ADJOURNMENT\n\n       Notice of the time and place of holding an adjourned meeting of the\nboard need not be given unless the meeting is adjourned for more than\ntwenty-four (24) hours.  If the meeting is adjourned for more than twenty-four\n(24) hours, then notice of the time and place of the adjourned meeting shall be\ngiven before the adjourned meeting takes place, in the manner specified in\nSection 3.9 of these bylaws, to the directors who were not present at the time\nof the adjournment.\n\n       3.14    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING\n\n       Any action required or permitted to be taken by the board of directors\nmay be taken without a meeting, provided that all members of the board\nindividually or collectively consent in writing to that action.  Such action by\nwritten consent shall have the same force and effect as a unanimous vote of the\nboard of directors. Such written consent and any counterparts thereof shall be\nfiled with the minutes of the proceedings of the board of directors.\n\n       3.15    FEES AND COMPENSATION OF DIRECTORS\n\n       Directors and members of committees may receive such compensation, if\nany, for their services and such reimbursement of expenses as may be fixed or\ndetermined by resolution of the board of directors.  This Section 3.15 shall not\nbe construed to preclude any director from serving the corporation in any other\ncapacity as an officer, agent, employee or otherwise and receiving compensation\nfor those services.\n\n       3.16    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 any of its\nsubsidiaries, including any officer or employee who is a director of the\ncorporation or any of its subsidiaries, whenever, in the judgment of the\ndirectors, such loan, guaranty or assistance may reasonably be expected to\nbenefit the corporation.  The loan, guaranty or other assistance may be with or\nwithout interest 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       3.17    SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION\n\n       In the event only one director is required by these bylaws or the\ncertificate of incorporation, then any reference herein to notices, waivers,\nconsents, meetings or other actions by a majority or\n\n\n                                         -10-\n\n\nquorum of the directors shall be deemed to refer to such notice, waiver, etc.,\nby such sole director, who shall have all the rights and duties and shall be\nentitled to exercise all of the powers and shall assume all the responsibilities\notherwise herein described as given to the board of directors.\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 adopted by a majority of the\nauthorized number of directors, designate one (1) or more committees, each\nconsisting of two or more directors, to serve at the pleasure of the board.  The\nboard may designate one (1) or more directors as alternate members of any\ncommittee, who may replace any absent or disqualified member at any meeting of\nthe committee.  The appointment of members or alternate members of a committee\nrequires the vote of a majority of the authorized number of directors.  Any\ncommittee, to the extent provided in the resolution of the board, shall have and\nmay exercise all the powers and authority of the board, but no such committee\nshall have the power or authority to (i) amend the certificate of incorporation\n(except that a committee may, to the extent authorized in the resolution or\nresolutions providing for the issuance of shares of stock adopted by the board\nof directors as provided in Section 151(a) of the General Corporation Law of\nDelaware, fix the designations and any of the preferences or rights of such\nshares relating to dividends, redemption, dissolution, any distribution of\nassets of the corporation or the conversion into, or the exchange of such shares\nfor, shares 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,\n(iv) recommend to the stockholders a dissolution of the corporation or a\nrevocation of a dissolution or (v) amend the bylaws of the corporation; and,\nunless the board resolution establishing the committee, the bylaws or the\ncertificate of incorporation expressly so provide, no such committee shall have\nthe power or authority to declare a dividend, to authorize the issuance of\nstock, or to adopt a certificate of ownership and merger pursuant to Section 253\nof the General Corporation Law of Delaware.\n\n       4.2     MEETINGS AND ACTION OF COMMITTEES\n\n       Meetings and actions of committees shall be governed by, and held and\ntaken in accordance with, the following provisions of Article III of these\nbylaws: Section 3.6 (place of meetings; meetings by telephone), Section 3.8\n(regular meetings), Section 3.9 (special meetings; notice), Section 3.10\n(quorum), Section 3.11 (waiver of notice), Section 3.12 (adjournment),\nSection 3.13 (notice of adjournment) and Section 3.14 (board action by written\nconsent without meeting), with such changes in the context of those bylaws as\nare necessary to substitute the committee and its\n\n\n                                         -11-\n\n\nmembers for the board of directors and its members; provided, however, that the\ntime of regular meetings of committees may be determined either by resolution of\nthe board of directors or by resolution of the committee, that special meetings\nof committees may also be called by resolution of the board of directors, and\nthat notice of special meetings of committees shall also be given to all\nalternate members, who shall have the right to attend all meetings of the\ncommittee.  The board of directors may adopt rules for the government of any\ncommittee not inconsistent with the provisions of these bylaws.\n\n       4.3     COMMITTEE MINUTES\n\n       Each committee shall keep regular minutes of its meetings and report the\nsame to the board of directors when required.\n\n\n                                      ARTICLE V\n\n                                       OFFICERS\n\n\n       5.1     OFFICERS\n\n       The Corporate Officers of the corporation shall be a president, a\nsecretary and a chief financial officer.  The corporation may also have, at the\ndiscretion of the board of directors, a chairman of the board, one or more vice\npresidents (however denominated), one or more assistant secretaries, one or more\nassistant treasurers, and such other officers as may be appointed in accordance\nwith the provisions of Section 5.3 of these bylaws.  Any number of offices may\nbe held by the same person.\n\n       In addition to the Corporate Officers of the Company described above,\nthere may also be such Administrative Officers of the corporation as may be\ndesignated and appointed from time to time by the president of the corporation\nin accordance with the provisions of Section 5.12 of these bylaws.\n\n       5.2     ELECTION OF OFFICERS\n\n       The Corporate Officers of the corporation, except such officers as may\nbe appointed in accordance with the provisions of Section 5.3 or Section 5.5 of\nthese bylaws, shall be chosen by the board of directors, subject to the rights,\nif any, of an officer under any contract of employment, and shall hold their\nrespective offices for such terms as the board of directors may from time to\ntime determine.\n\n\n                                         -12-\n\n\n       5.3     SUBORDINATE OFFICERS\n\n       The board of directors may appoint, or may empower the president to\nappoint, such other Corporate Officers as the business of the corporation may\nrequire, each of whom shall hold office for such period, have such power and\nauthority, and perform such duties as are provided in these bylaws or as the\nboard of directors may from time to time determine.\n\n       The president may from time to time designate and appoint Administrative\nOfficers of the corporation in accordance with the provisions of Section 5.12 of\nthese bylaws.\n\n       5.4     REMOVAL AND RESIGNATION OF OFFICERS\n\n       Subject to the rights, if any, of a Corporate Officer under any contract\nof employment, any Corporate Officer may be removed, either with or without\ncause, by the board of directors at any regular or special meeting of the board\nor, except in case of a Corporate Officer chosen by the board of directors, by\nany Corporate Officer upon whom such power of removal may be conferred by the\nboard of directors.\n\n       Any Corporate Officer may resign at any time by giving written notice to\nthe corporation.  Any resignation shall take effect at the date of the receipt\nof that notice or at any later time specified in that notice; and, unless\notherwise specified in that notice, the acceptance of the resignation shall not\nbe necessary to make it effective.  Any resignation is without prejudice to the\nrights, if any, of the corporation under any contract to which the Corporate\nOfficer is a party.\n\n       Any Administrative Officer designated and appointed by the president may\nbe removed, either with or without cause, at any time by the president.  Any\nAdministrative Officer may resign at any time by giving written notice to the\npresident or to the secretary of the corporation.\n\n       5.5     VACANCIES IN OFFICES\n\n       A vacancy in any office because of death, resignation, removal,\ndisqualification or any other cause shall be filled in the manner prescribed in\nthese bylaws for regular appointments to that office.\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 such other\npowers and perform such other duties as may from time to time be assigned to him\nby the board of directors or as may be prescribed by these bylaws.  If there is\nno president, 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\n                                         -13-\n\n\n       Subject to such supervisory powers, if any, as may be given by the board\nof directors to the chairman of the board, if there be such an officer, the\npresident 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\nor she shall 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 or she shall have the general powers and duties of management\nusually vested in the office of president of a 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       5.8     VICE PRESIDENTS\n\n       In the absence or disability of the president, and if there is no\nchairman of the board, the vice presidents, if any, in order of their rank as\nfixed by the board of directors or, if not ranked, a vice president designated\nby the board of directors, shall perform all the duties of the president and\nwhen so acting shall have all the powers of, and be subject to all the\nrestrictions upon, the president.  The vice presidents shall have such other\npowers and perform such other duties as from time to time may be prescribed for\nthem respectively by the board of directors, these bylaws, the president or the\nchairman of the board.\n\n       5.9     SECRETARY\n\n       The secretary shall keep or cause to be kept, at the principal executive\noffice of the corporation or such other place as the board of directors may\ndirect, a book of minutes of all meetings and actions of the board of directors,\ncommittees of directors and stockholders.  The minutes shall show the time and\nplace 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 meetings, the number of shares present or represented at\nstockholders' meetings and 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 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.\n\n       5.10    CHIEF FINANCIAL OFFICER\n\n\n                                         -14-\n\n\n       The chief financial officer shall keep and maintain, or cause to be kept\nand maintained, adequate and correct books and records of accounts of the\nproperties and business transactions of the corporation, including accounts of\nits assets, liabilities, receipts, disbursements, gains, losses, capital,\nretained earnings and shares.  The books of account shall at all reasonable\ntimes be open to inspection by any director for a purpose reasonably related to\nhis position as a director.\n\n       The chief financial officer shall deposit all money and other valuables\nin the name and to the credit of the corporation with such depositaries as may\nbe designated by the board of directors. He or she shall disburse the funds of\nthe corporation as may be ordered by the board of directors, shall render to the\npresident and directors, whenever they request it, an account of all of his or\nher transactions as chief financial officer and of the financial condition of\nthe corporation, and shall have such other powers and perform such other duties\nas may be prescribed by the board of directors or these bylaws.\n\n       5.11    ASSISTANT SECRETARY\n\n       The assistant secretary, if any, or, if there is more than one, the\nassistant secretaries in the order determined by the board of directors (or if\nthere be no such determination, then in the order of their election) shall, in\nthe absence of the secretary or in the event of his or her inability or refusal\nto act, perform the duties and exercise the powers of the secretary and shall\nperform such other duties and have such other powers as the board of directors\nmay from time to time prescribe.\n\n       5.12    ADMINISTRATIVE OFFICERS\n\n       In addition to the Corporate Officers of the corporation as provided in\nSection 5.1 of these bylaws and such subordinate Corporate Officers as may be\nappointed in accordance with Section 5.3 of these bylaws, there may also be such\nAdministrative Officers of the corporation as may be designated and appointed\nfrom time to time by the president of the corporation.  Administrative Officers\nshall perform such duties and have such powers as from time to time may be\ndetermined by the president or the board of directors in order to assist the\nCorporate Officers in the furtherance of their duties.  In the performance of\nsuch duties and the exercise of such powers, however, such Administrative\nOfficers shall have limited authority to act on behalf of the corporation as the\nboard of directors shall establish, including but not limited to limitations on\nthe dollar amount and on the scope of agreements or commitments that may be made\nby such Administrative Officers on behalf of the corporation, which limitations\nmay not be exceeded by such individuals or altered by the president without\nfurther approval by the board of directors.\n\n       5.13    AUTHORITY AND DUTIES OF OFFICERS\n\n       In addition to the foregoing powers, authority and duties, all officers\nof the corporation shall respectively have such authority and powers and perform\nsuch duties in the management of the business of the corporation as may be\ndesignated from time to time by the board of directors.\n\n\n                                         -15-\n\n\n                                      ARTICLE VI\n\n                  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES\n                                   AND OTHER AGENTS\n\n\n       6.1     INDEMNIFICATION OF DIRECTORS AND OFFICERS\n\n       The corporation shall, to the maximum extent and in the manner permitted\nby the General Corporation Law of Delaware as the same now exists or may\nhereafter be amended, indemnify any person against expenses (including\nattorneys' fees), judgments, fines, and amounts paid in settlement actually and\nreasonably incurred in connection with any threatened, pending or completed\naction, suit, or proceeding in which such person was or is a party or is\nthreatened to be made a party by reason of the fact that such person is or was a\ndirector or officer of the corporation.  For purposes of this Section 6.1, a\n'director' or 'officer' of the corporation shall mean any person (i) who is or\nwas a 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       The corporation shall be required to indemnify a director or officer in\nconnection with an action, suit, or proceeding (or part thereof) initiated by\nsuch director or officer only if the initiation of such action, suit, or\nproceeding (or part thereof) by the director or officer was authorized by the\nboard of Directors of the corporation.\n\n       The corporation shall pay the expenses (including attorney's fees)\nincurred by a director or officer of the corporation entitled to indemnification\nhereunder in defending any action, suit or proceeding referred to in this\nSection 6.1 in advance of its final disposition; provided, however, that payment\nof expenses incurred by a director or officer of the corporation in advance of\nthe final disposition of such action, suit or proceeding shall be made only upon\nreceipt of an undertaking by the director or officer to repay all amounts\nadvanced if it should ultimately be determined that the director or officer is\nnot entitled to be indemnified under this Section 6.1 or otherwise.\n\n       If a claim for indemnification or payment of expenses under this Article\nis not paid in full within sixty days after a written claim therefor has been\nreceived by the corporation the claimant may file suit to recover the unpaid\namount of such claim and, if successful in whole or in part, shall be entitled\nto be paid the expense of prosecuting such claim.  In any such action the\ncorporation shall have the burden of proving that the claimant was not entitled\nto the requested indemnification or payment of expenses under applicable law.\n\n       The rights conferred on any person by this Article shall not be\nexclusive of any other rights which such person may have or hereafter acquire\nunder any statute, provision of the corporation's\n\n\n                                         -16-\n\n\nCertificate of Incorporation, these bylaws, agreement, vote of the stockholders\nor disinterested directors or otherwise.\n\n       Any repeal or modification of the foregoing provisions of this Article\nshall not adversely affect any right or protection hereunder of any person in\nrespect of any act or omission occurring prior to the time of such repeal or\nmodification.\n\n       6.2     INDEMNIFICATION OF OTHERS\n\n       The corporation shall have the power, to the maximum extent and in the\nmanner permitted by the General Corporation Law of Delaware as the same now\nexists or may hereafter be amended, to indemnify any person (other than\ndirectors and officers) against expenses (including attorneys' fees), judgments,\nfines, and amounts paid in settlement actually and reasonably incurred in\nconnection with any threatened, pending or completed action, suit, or\nproceeding, in which such person was or is a party or is threatened to be made a\nparty by reason of the fact that such person is or was an employee or agent of\nthe corporation.  The corporation's obligation, if any, to indemnify any person\nwho was or is serving at its request as a director, officer, employee or agent\nof another corporation, partnership, joint venture, trust, enterprise or\nnon-profit entity shall be reduced by any amount such person may collect as\nindemnification from such other corporation, partnership, joint venture, trust,\nenterprise or non-profit enterprise.  For purposes of this Section 6.2, an\n'employee' or 'agent' of the corporation (other than a director or officer)\nshall mean any person (i) who is or was an employee or agent of the corporation,\n(ii) who is or was serving at the request of the corporation as an employee or\nagent of another corporation, partnership, joint venture, trust or other\nenterprise, or (iii) who was an employee or agent of a corporation which was a\npredecessor corporation of the corporation or of another enterprise at the\nrequest 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 or her and incurred\nby him or her in any such capacity, or arising out of his or her status as such,\nwhether or not the corporation would have the power to indemnify him or her\nagainst such liability under the provisions of the General Corporation Law of\nDelaware.\n\n\n                                         -17-\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 of its business and properties.\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       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 purpose\nreasonably related to his or her position as a director.\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, if any, the president, any vice president,\nthe chief financial officer, the secretary or any assistant secretary of this\ncorporation, or any other person authorized by the board of directors or the\npresident or a vice president, is authorized to vote, represent and exercise on\nbehalf of this corporation all rights incident to any and all shares of the\nstock of any other corporation or corporations standing in the name of this\ncorporation.  The authority herein granted may be exercised either by such\nperson directly or by any other person authorized to do so by proxy or power of\nattorney duly executed by such person having the authority.\n\n\n                                         -18-\n\n\n       7.5     CERTIFICATION AND INSPECTION OF BYLAWS\n\n       The original or a copy of these bylaws, as amended or otherwise altered\nto date, certified by the secretary, shall be kept at the corporation's\nprincipal executive office and shall be open to inspection by the stockholders\nof the corporation, at all reasonable times during office hours.\n\n\n                                     ARTICLE VIII\n\n                                   GENERAL MATTERS\n\n\n       8.1     RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING\n\n       For purposes of determining the stockholders entitled to receive payment\nof any dividend or other distribution or allotment of any rights or the\nstockholders entitled to exercise any rights in respect of any change,\nconversion or exchange of stock, or for the purpose of any other lawful action,\nthe board of directors may fix, in advance, a record date, which shall not\nprecede the date upon which the resolution fixing the record date is adopted and\nwhich shall not be more than sixty (60) days before any such action.  In that\ncase, only stockholders of record at the close of business on the date so fixed\nare entitled to receive the dividend, distribution or allotment of rights, or to\nexercise such rights, as the case may be, notwithstanding any transfer of any\nshares on the books of the corporation after the record date so fixed, except as\notherwise provided by law.\n\n       If the board of directors does not so fix a record date, then the record\ndate for determining stockholders for any such purpose shall be at the close of\nbusiness on the day on which the board of directors adopts the applicable\nresolution.\n\n       8.2     CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS\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       8.3     CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED\n\n       The board of directors, except as otherwise provided in these bylaws,\nmay authorize and empower any officer or officers, or agent or agents, to enter\ninto any contract or execute any instrument in the name of and on behalf of the\ncorporation; such power and authority may be general or confined to specific\ninstances.  Unless so authorized or ratified by the board of directors or within\nthe agency power of an officer, no officer, agent or employee shall have any\npower or authority to\n\n\n                                         -19-\n\n\nbind the corporation by any contract or engagement or to pledge its credit or to\nrender it liable for any purpose or for any amount.\n\n       8.4     STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES\n\n       The shares of the 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\nrequest, every holder of uncertificated shares, shall be entitled to have a\ncertificate signed by, or in the name of the corporation by, the chairman or\nvice-chairman of the board of directors, or the president or vice-president, and\nby the treasurer or an assistant treasurer, or the secretary or an assistant\nsecretary of such corporation representing the number of shares registered in\ncertificate form.  Any or all of the signatures on the certificate may be a\nfacsimile.  In case any officer, transfer agent or registrar who has signed or\nwhose facsimile signature has been placed upon a certificate has ceased to be\nsuch officer, transfer agent or registrar before such certificate is issued, it\nmay be issued by the corporation with the same effect as if he or she were such\nofficer, transfer agent or registrar at the date of issue.\n\n       Certificates for shares shall be of such form and device as the board of\ndirectors may designate and shall state the name of the record holder of the\nshares represented thereby; its number; date of issuance; the number of shares\nfor which it is issued; a summary statement or reference to the powers,\ndesignations, preferences or other special rights of such stock and the\nqualifications, limitations or restrictions of such preferences and\/or rights,\nif any; a statement or summary of liens, if any; a conspicuous notice of\nrestrictions upon transfer or registration of transfer, if any; a statement as\nto any applicable voting trust agreement; if the shares be assessable, or, if\nassessments are collectible by personal action, a plain statement of such facts.\n\n       Upon surrender to the secretary or transfer agent of the corporation of\na certificate for shares duly endorsed or accompanied by proper evidence of\nsuccession, assignment or authority to transfer, it shall be the duty of the\ncorporation to issue a new certificate to the person entitled thereto, cancel\nthe old certificate and record the transaction upon its books.\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, or 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\n                                         -20-\n\n\n       8.5     SPECIAL DESIGNATION ON CERTIFICATES\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 of\neach 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       8.6     LOST CERTIFICATES\n\n       Except as provided in this Section 8.6, 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 board of\ndirectors may, in case any share certificate or certificate for any other\nsecurity is lost, stolen or destroyed, authorize the issuance of replacement\ncertificates on such terms and conditions as the board may require; the board\nmay require indemnification of the corporation secured by a bond or other\nadequate security sufficient to protect the corporation against any claim that\nmay be made against it, including any expense or liability, on account of the\nalleged loss, theft or destruction of the certificate or the issuance of the\nreplacement certificate.\n\n       8.7     TRANSFER AGENTS AND REGISTRARS\n\n       The board of directors may appoint one or more transfer agents or\ntransfer clerks, and one or more registrars, each of which shall be an\nincorporated bank or trust company -- either domestic or foreign, who shall be\nappointed at such times and places as the requirements of the corporation may\nnecessitate and the board of directors may designate.\n\n       8.8     CONSTRUCTION; DEFINITIONS\n\n       Unless the context requires otherwise, the general provisions, rules of\nconstruction and definitions in the General Corporation Law of Delaware shall\ngovern the construction of these bylaws.  Without limiting the generality of\nthis provision, as used in these bylaws, the singular number includes the\nplural, the plural number includes the singular, and the term 'person' includes\nboth an entity and a natural person.\n\n\n                                         -21-\n\n\n                                      ARTICLE IX\n\n                                      AMENDMENTS\n\n\n       Any of these Bylaws may be altered, amended or repealed by the\naffirmative vote of a majority of the members of the board of directors or, with\nrespect to Bylaw amendments, excluding amendments relating to Sections 2.2, 2.3,\n2.9 or Article VI, placed before the stockholders for approval and except as\notherwise provided herein or required by law, by the affirmative vote of the\nholders of a majority of the shares of the corporation's stock entitled to vote,\nvoting as one class, and with respect to Bylaw amendments relating to Sections\n2.2, 2.3, 2.9 or Article VI placed before the stockholders for approval and\nexcept as otherwise provided herein or required by law, by the affirmative vote\nof the holders of at least two-thirds of the shares of the corporation's stock\nentitled to vote, voting as one class.\n\n       Whenever an amendment or new bylaw is adopted, it shall be copied in the\nbook of bylaws with the original bylaws, in the appropriate place.  If any bylaw\nis repealed, the fact of repeal with the date of the meeting at which the repeal\nwas enacted or the filing of the operative written consent(s) shall be stated in\nsaid book.\n\n\n                                         -22-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7907],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41532","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intraware-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\/41532","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=41532"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41532"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41532"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41532"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}