{"id":41533,"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-invision-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-invision-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-invision-technologies-inc.html","title":{"rendered":"Bylaws &#8211; InVision Technologies Inc."},"content":{"rendered":"<pre>\n                                    BYLAWS\n\n                                      OF\n\n                          INVISION TECHNOLOGIES, INC.\n\n                           AS AMENDED MARCH 9, 1996\n\n                                      AND\n\n                                AUGUST 11, 1998\n\n\n\n\n                              TABLE OF CONTENTS\n\n\n                                                                          PAGE\n                                                                       \nARTICLE I      OFFICES . . . . . . . . . . . . . . . . . . . . . . . . .   1\n\n     Section 1.  Registered Office . . . . . . . . . . . . . . . . . . .   1\n\n     Section 2.  Other Offices . . . . . . . . . . . . . . . . . . . . .   1\n\nARTICLE II     CORPORATE SEAL. . . . . . . . . . . . . . . . . . . . . .   1\n\n     Section 3.  Corporate Seal. . . . . . . . . . . . . . . . . . . . .   1\n\nARTICLE III    STOCKHOLDERS' MEETINGS. . . . . . . . . . . . . . . . . .   1\n\n     Section 4.  Place of Meetings . . . . . . . . . . . . . . . . . . .   1\n\n     Section 5.  Annual Meeting. . . . . . . . . . . . . . . . . . . . .   1\n\n     Section 6.  Special Meetings. . . . . . . . . . . . . . . . . . . .   3\n\n     Section 7.  Notice of Meetings. . . . . . . . . . . . . . . . . . .   3\n\n     Section 8.  Quorum. . . . . . . . . . . . . . . . . . . . . . . . .   3\n\n     Section 9.  Adjournment and Notice of Adjourned Meetings. . . . . .   4\n\n     Section 10. Voting Rights . . . . . . . . . . . . . . . . . . . . .   4\n\n     Section 11. Beneficial Owners of Stock. . . . . . . . . . . . . . .   4\n\n     Section 12. List of Stockholders. . . . . . . . . . . . . . . . . .   5\n\n     Section 13. Organization. . . . . . . . . . . . . . . . . . . . . .   5\n\nARTICLE IV     DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . .   6\n\n     Section 14. Number and Term of Office.. . . . . . . . . . . . . . .   6\n\n     Section 15. Powers. . . . . . . . . . . . . . . . . . . . . . . . .   6\n\n     Section 16. Classes of Directors. . . . . . . . . . . . . . . . . .   6\n\n     Section 17. Vacancies.. . . . . . . . . . . . . . . . . . . . . . .   6\n\n     Section 18. Resignation.. . . . . . . . . . . . . . . . . . . . . .   6\n\n     Section 19. Removal.. . . . . . . . . . . . . . . . . . . . . . . .   7\n\n     Section 20. Meetings. . . . . . . . . . . . . . . . . . . . . . . .   7\n\n            (a)  Annual Meetings.. . . . . . . . . . . . . . . . . . . .   7\n\n            (b)  Regular Meetings. . . . . . . . . . . . . . . . . . . .   7\n\n            (c)  Special Meetings. . . . . . . . . . . . . . . . . . . .   7\n\n            (d)  Telephone Meetings. . . . . . . . . . . . . . . . . . .   7\n\n            (e)  Notice of Meetings. . . . . . . . . . . . . . . . . . .   7\n\n            (f)  Waiver of Notice. . . . . . . . . . . . . . . . . . . .   7\n\n\n                                       i\n\n\n                              TABLE OF CONTENTS\n                                 (CONTINUED)\n\n    Section 21. Quorum and Voting.. . . . . . . . . . . . . . . . . . .   8\n\n     Section 22. Action without Meeting. . . . . . . . . . . . . . . . .   8\n\n     Section 23. Fees and Compensation.. . . . . . . . . . . . . . . . .   8\n\n     Section 24. Committees. . . . . . . . . . . . . . . . . . . . . . .   8\n\n            (a)  Executive Committee.. . . . . . . . . . . . . . . . . .   8\n\n            (b)  Other Committees. . . . . . . . . . . . . . . . . . . .   9\n\n            (c)  Term. . . . . . . . . . . . . . . . . . . . . . . . . .   9\n\n            (d)  Meetings. . . . . . . . . . . . . . . . . . . . . . . .   9\n\n     Section 25. Organization. . . . . . . . . . . . . . . . . . . . . .   9\n\nARTICLE V      OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . .  10\n\n     Section 26. Officers Designated . . . . . . . . . . . . . . . . . .  10\n\n     Section 27. Tenure and Duties of Officers . . . . . . . . . . . . .  10\n\n            (a)  General . . . . . . . . . . . . . . . . . . . . . . . .  10\n\n            (b)  Duties of Chairman of the Board of Directors. . . . . .  10\n\n            (c)  Duties of President.. . . . . . . . . . . . . . . . . .  10\n\n            (d)  Duties of Vice Presidents.. . . . . . . . . . . . . . .  11\n\n            (e)  Duties of Secretary.. . . . . . . . . . . . . . . . . .  11\n\n            (f)  Duties of Chief Financial Officer or Treasurer. . . . .  11\n\n     Section 28. Delegation of Authority.. . . . . . . . . . . . . . . .  11\n\n     Section 29. Resignations. . . . . . . . . . . . . . . . . . . . . .  11\n\n     Section 30. Removal.. . . . . . . . . . . . . . . . . . . . . . . .  11\n\nARTICLE VI     EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF \n               SECURITIES OWNED BY THE CORPORATION . . . . . . . . . . .  12\n\n     Section 31. Execution of Corporate Instruments. . . . . . . . . . .  12\n\n     Section 32. Voting of Securities Owned by the Corporation.. . . . .  12\n\nARTICLE VII    SHARES OF STOCK . . . . . . . . . . . . . . . . . . . . . .12\n\n     Section 33. Form and Execution of Certificates. . . . . . . . . . .  12\n\n     Section 34. Lost Certificates.. . . . . . . . . . . . . . . . . . .  13\n\n     Section 35. Transfers.. . . . . . . . . . . . . . . . . . . . . . .  13\n\n     Section 36. Fixing Record Dates.. . . . . . . . . . . . . . . . . .  13\n\n\n                                      ii\n\n\n                              TABLE OF CONTENTS\n                                 (CONTINUED)\n\n     Section 37. Registered Stockholders.. . . . . . . . . . . . . . . .  14\n\nARTICLE VIII   OTHER SECURITIES OF THE CORPORATION . . . . . . . . . . .  14\n\n     Section 38. Execution of Other Securities.. . . . . . . . . . . . .  14\n\nARTICLE IX     DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . .  15\n\n     Section 39. Declaration of Dividends. . . . . . . . . . . . . . . .  15\n\n     Section 40. Dividend Reserve. . . . . . . . . . . . . . . . . . . .  15\n\nARTICLE X      FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . .  15\n\n     Section 41. Fiscal Year.. . . . . . . . . . . . . . . . . . . . . .  15\n\nARTICLE XI     INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . .  15\n\n     Section 42. Indemnification of Directors, Officers, Employees and\n                 Other Agents. . . . .   . . . . . . . . . . . . . . . . .15\n\n            (a)  Directors and Executive Officers. . . . . . . . . . . .  15\n\n            (b)  Officers, Employees and Other Agents. . . . . . . . . .  16\n\n            (c)  Good Faith. . . . . . . . . . . . . . . . . . . . . . .  16\n\n            (d)  Expenses. . . . . . . . . . . . . . . . . . . . . . . .  16\n\n            (e)  Enforcement . . . . . . . . . . . . . . . . . . . . . .  17\n\n            (f)  Non-Exclusivity of Rights . . . . . . . . . . . . . . .  17\n\n            (g)  Survival of Rights. . . . . . . . . . . . . . . . . . .  17\n\n            (h)  Insurance.. . . . . . . . . . . . . . . . . . . . . . .  17\n\n            (i)  Amendments. . . . . . . . . . . . . . . . . . . . . . .  17\n\n            (j)  Saving Clause.. . . . . . . . . . . . . . . . . . . . .  17\n\n            (k)  Certain Definitions.. . . . . . . . . . . . . . . . . .  18\n\nARTICLE XII    NOTICES . . . . . . . . . . . . . . . . . . . . . . . . .  19\n\n     Section 43. Notices . . . . . . . . . . . . . . . . . . . . . . . .  19\n\n            (a)  Notice to Stockholders. . . . . . . . . . . . . . . . .  19\n\n            (b)  Notice to Directors . . . . . . . . . . . . . . . . . .  19\n\n            (c)  Address Unknown . . . . . . . . . . . . . . . . . . . .  19\n\n            (d)  Affidavit of Mailing. . . . . . . . . . . . . . . . . .  19\n\n            (e)  Time Notices Deemed Given . . . . . . . . . . . . . . .  19\n\n            (f)  Methods of Notice . . . . . . . . . . . . . . . . . . .  19\n\n\n                                     iii\n\n\n                              TABLE OF CONTENTS\n                                 (CONTINUED)\n\n            (g)  Failure to Receive Notice . . . . . . . . . . . . . . .  19\n\n            (h)  Notice to Person with Whom Communication Is Unlawful. .  19\n\n            (i)  Notice to Person with Undeliverable Address . . . . . .  20\n\nARTICLE XIII   AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . .  20\n\n     Section 44. Amendments. . . . . . . . . . . . . . . . . . . . . . .  20\n\nARTICLE XIV    LOANS TO OFFICERS . . . . . . . . . . . . . . . . . . . .  20\n\n     Section 45. Loans to Officers . . . . . . . . . . . . . . . . . . .  20\n\n\n\n\n                                      iv\n\n\n                                    BYLAWS\n\n                                      OF\n\n                          INVISION TECHNOLOGIES, INC.\n                           (a Delaware corporation)\n\n                                   ARTICLE I \n\n                                    OFFICES\n\n     SECTION 1.  REGISTERED OFFICE.  The registered office of the corporation in\nthe State of Delaware shall be in the City of Dover, County of Kent.\n\n     SECTION 2.  OTHER OFFICES.  The corporation shall also have and maintain an\noffice or principal place of business in Foster City, California, at such place\nas may be fixed by the Board of Directors, and may also have offices at such\nother places, both within and without the State of Delaware as the Board of\nDirectors may from time to time determine or the business of the corporation may\nrequire.\n\n                                   ARTICLE II\n\n                                 CORPORATE SEAL\n\n     SECTION 3.  CORPORATE SEAL.  The corporate seal, if any, shall consist of \na die bearing the name of the corporation and the inscription, 'Corporate\nSeal-Delaware.'  Said seal may be used by causing it or a facsimile thereof to\nbe impressed or affixed or reproduced or otherwise.\n\n                                  ARTICLE III\n\n                             STOCKHOLDERS' MEETINGS\n\n     SECTION 4.  PLACE OF MEETINGS.  Meetings of the stockholders of the \ncorporation shall be held at such place, either within or without the State of\nDelaware, as may be designated from time to time by the Board of Directors, or,\nif not so designated, then at the office of the corporation required to be\nmaintained pursuant to Section 2 hereof. \n\n     SECTION 5.  ANNUAL MEETING.\n\n            (a)  The annual meeting of the stockholders of the corporation, for\nthe purpose of election of directors and for such other business as may \nlawfully come before it, shall be held on such date and at such time as may \nbe designated from time to time by the Board of Directors.\n\n            (b)  At an annual meeting of the stockholders, only such business \nshall be conducted as shall have been properly brought before the meeting.  \nTo be properly brought before an annual meeting, business must be:  (A) \nspecified in the notice of meeting (or any\n\n\n\nsupplement thereto) given by or at the direction of the Board of Directors, \n(B) otherwise properly brought before the meeting by or at the direction of \nthe Board of Directors, or (C) otherwise properly brought before the meeting \nby a stockholder.  For business to be properly brought before an annual \nmeeting by a stockholder, the stockholder must have given timely notice \nthereof in writing to the Secretary of the corporation.  To be timely, a \nstockholder's notice must be delivered to or mailed and received at the \nprincipal executive offices of the corporation not later than the close of \nbusiness on the sixtieth (60th) day nor earlier than the close of business on \nthe ninetieth (90th) day prior to the first anniversary of the preceding \nyear's annual meeting; PROVIDED, HOWEVER, that in the event that no annual \nmeeting was held in the previous year or the date of the annual meeting has \nbeen changed by more than thirty (30) days from the date contemplated at the \ntime of the previous year's proxy statement, notice by the stockholder to be \ntimely must be so received not earlier than the close of business on the \nninetieth (90th) day prior to such annual meeting and not later than the \nclose of business on the later of the sixtieth (60th) day prior to such \nannual meeting or, in the event public announcement of the date of such \nannual meeting is first made by the corporation fewer than seventy (70) days \nprior to the date of such annual meeting, the close of business on the tenth \n(10th) day following the day on which public announcement of the date of such \nmeeting is first made by the corporation. A stockholder's notice to the \nSecretary shall set forth as to each matter the stockholder proposes to bring \nbefore the annual meeting:  (i) a brief description of the business desired \nto be brought before the annual meeting and the reasons for conducting such \nbusiness at the annual meeting, (ii) the name and address, as they appear on \nthe corporation's books, of the stockholder proposing such business, (iii) \nthe class and number of shares of the corporation which are beneficially \nowned by the stockholder, (iv) any material interest of the stockholder in \nsuch business and (v) any other information that is required to be provided \nby the stockholder pursuant to Regulation 14A under the Securities Exchange \nAct of 1934, as amended (the '1934 Act'), in his capacity as a proponent to a \nstockholder proposal.  Notwithstanding the foregoing, in order to include \ninformation with respect to a stockholder proposal in the proxy statement and \nform of proxy for a stockholder's meeting, stockholders must provide notice \nas required by the regulations promulgated under the 1934 Act. \nNotwithstanding anything in these Bylaws to the contrary, no business shall \nbe conducted at any annual meeting except in accordance with the procedures \nset forth in this paragraph (b).  The chairman of the annual meeting shall, \nif the facts warrant, determine and declare at the meeting that business was \nnot properly brought before the meeting and in accordance with the provisions \nof this paragraph (b), and, if he should so determine, he shall so declare at \nthe meeting that any such business not properly brought before the meeting \nshall not be transacted. \n\n            (c)  Only persons who are nominated in accordance with the \nprocedures set forth in this paragraph (c) shall be eligible for election as \ndirectors.  Nominations of persons for election to the Board of Directors of \nthe corporation may be made at a meeting of stockholders by or at the \ndirection of the Board of Directors or by any stockholder of the corporation \nentitled to vote in the election of directors at the meeting who complies \nwith the notice procedures set forth in this paragraph (c).  Such \nnominations, other than those made by or at the direction of the Board of \nDirectors, shall be made pursuant to timely notice in writing to the \nSecretary of the corporation in accordance with the provisions of paragraph \n(b) of this Section 5.  Such stockholder's notice shall set forth (i) as to \neach person, if any, whom the stockholder proposes to nominate for election \nor re-election as a director:  (A) the name, age, business address and \nresidence address of such person, (B) the principal occupation or employment \nof such person,\n\n                                       2\n\n\n(C) the class and number of shares of the corporation which are beneficially \nowned by such person, (D) a description of all arrangements or understandings \nbetween the stockholder and each nominee and any other person or persons \n(naming such person or persons) pursuant to which the nominations are to be \nmade by the stockholder, and (E) any other information relating to such \nperson that is required to be disclosed in solicitations of proxies for \nelection of directors, or is otherwise required, in each case pursuant to \nRegulation 14A under the 1934 Act (including without limitation such person's \nwritten consent to being named in the proxy statement, if any, as a nominee \nand to serving as a director if elected); and (ii) as to such stockholder \ngiving notice, the information required to be provided pursuant to paragraph \n(b) of this Section 5. At the request of the Board of Directors, any person \nnominated by a stockholder for election as a director shall furnish to the \nSecretary of the corporation that information required to be set forth in the \nstockholder's notice of nomination which pertains to the nominee.  No person \nshall be eligible for election as a director of the corporation unless \nnominated in accordance with the procedures set forth in this paragraph (c).  \nThe chairman of the meeting shall, if the facts warrant, determine and \ndeclare at the meeting that a nomination was not made in accordance with the \nprocedures prescribed by these Bylaws, and if he should so determine, he \nshall so declare at the meeting, and the defective nomination shall be \ndisregarded.\n\n            (d)  For purposes of this Section 5, 'public announcement' shall \nmean disclosure in a press release reported by the Dow Jones News Service, \nAssociated Press or comparable national news service or in a document \npublicly filed by the corporation with the Securities and Exchange Commission \npursuant to Section 13, 14 or 15(d) of the 1934 Act.\n\n     SECTION 6.  SPECIAL MEETINGS.  Special meetings of the stockholders of \nthe corporation may be called, for any purpose or purposes, by (i) the \nChairman of the Board, (ii) the President, (iii) the Board of Directors \npursuant to a resolution adopted by a majority of the total number of \nauthorized directors (whether or not there exist any vacancies in previously \nauthorized directorships at the time any such resolution is presented to the \nBoard for adoption) or (iv) by the holders of shares entitled to cast not \nless than ten percent (10%) of the votes at the meeting, and shall be held at \nsuch place, on such date, and at such time as they or he shall fix. \n\n     SECTION 7.  NOTICE OF MEETINGS.  Except as otherwise provided by law or \nthe Certificate of Incorporation, written notice of each meeting of \nstockholders shall be given not less than ten (10) nor more than sixty (60) \ndays before the date of the meeting to each stockholder entitled to vote at \nsuch meeting, such notice to specify the place, date and hour and purpose or \npurposes of the meeting.  Notice of the time, place and purpose of any \nmeeting of stockholders may be waived in writing, signed by the person \nentitled to notice thereof, either before or after such meeting, and will be \nwaived by any stockholder by his attendance thereat in person or by proxy, \nexcept when the stockholder attends a meeting for the express purpose of \nobjecting, at the beginning of the meeting, to the transaction of any \nbusiness because the meeting is not lawfully called or convened.  Any \nstockholder so waiving notice of such meeting shall be bound by the \nproceedings of any such meeting in all respects as if due notice thereof had \nbeen given.\n\n     SECTION 8.  QUORUM.  At all meetings of stockholders, except where \notherwise provided by statute or by the Certificate of Incorporation, or by \nthese Bylaws, the presence, in person or by proxy duly authorized, of the \nholders of a majority of the outstanding shares of\n\n\n                                       3\n\n\nstock entitled to vote shall constitute a quorum for the transaction of \nbusiness. Any shares, the voting of which at said meeting has been enjoined, \nor which for any reason cannot be lawfully voted at such meeting, shall not \nbe counted to determine a quorum at such meeting.  In the absence of a quorum \nany meeting of stockholders may be adjourned, from time to time, either by \nthe chairman of the meeting or by vote of the holders of a majority of the \nshares represented thereat, but no other business shall be transacted at such \nmeeting.  The stockholders present at a duly called or convened meeting, at \nwhich a quorum is present, may continue to transact business until \nadjournment, notwithstanding the withdrawal of enough stockholders to leave \nless than a quorum.  Except as otherwise provided by law, the Certificate of \nIncorporation or these Bylaws, all action taken by the holders of a majority \nof the voting power represented at any meeting at which a quorum is present \nshall be valid and binding upon the corporation; provided, however, that \nDirectors shall be elected by a plurality of the votes of the shares present \nin person or represented by proxy at the meeting and entitled to vote on the \nelection of Directors.  Where a separate vote by a class or classes is \nrequired, a majority of the outstanding shares of such class or classes, \npresent in person or represented by proxy, shall constitute a quorum entitled \nto take action with respect to that vote on that matter and the affirmative \nvote of the majority (plurality, in the case of the election of Directors) of \nshares of such class or classes present in person or represented by proxy at \nthe meeting shall be the act of such class.  \n\n     SECTION 9.  ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS.  Any meeting \nof stockholders, whether annual or special, may be adjourned from time to \ntime either by the chairman of the meeting or by the vote of a majority of \nthe shares represented thereat.  When a meeting is adjourned to another time \nor place, notice need not be given of the adjourned meeting if the time and \nplace thereof are announced at the meeting at which the adjournment is taken. \nAt the adjourned meeting the corporation may transact any business which \nmight 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 \nis fixed for the adjourned meeting, a notice of the adjourned meeting shall \nbe given to each stockholder of record entitled to vote at the meeting.  \n\n     SECTION 10. VOTING RIGHTS.  For the purpose of determining those \nstockholders entitled to vote at any meeting of the stockholders, except as \notherwise provided by law, only persons in whose names shares stand on the \nstock records of the corporation on the record date, as provided in Section \n12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. \n Except as may be otherwise provided in the Certificate of Incorporation or \nthese Bylaws, each stockholder shall be entitled to one vote for each share \nof capital stock held by such stockholder.  Every person entitled to vote or \nexecute consents shall have the right to do so either in person or by an \nagent or agents authorized by a written proxy executed by such person or his \nduly authorized agent, which proxy shall be filed with the Secretary at or \nbefore the meeting at which it is to be used.  An agent so appointed need not \nbe a stockholder.  No proxy shall be voted after three (3) years from its \ndate of creation unless the proxy provides for a longer period. All elections \nof Directors shall be by written ballot, unless otherwise provided in the \nCertificate of Incorporation.\n\n     SECTION 11. BENEFICIAL OWNERS OF STOCK.\n\n            (a)  If shares or other securities having voting power stand of \nrecord in the names of two (2) or more persons, whether fiduciaries, members \nof a partnership, joint tenants,\n\n\n                                       4\n\n\ntenants in common, tenants by the entirety, or otherwise, or if two (2) or \nmore persons have the same fiduciary relationship respecting the same shares, \nunless the Secretary is given written notice to the contrary and is furnished \nwith a copy of the instrument or order appointing them or creating the \nrelationship wherein it is so provided, their acts with respect to voting \nshall have the following effect:  (a) if only one (1) votes, his act binds \nall; (b) if more than one (1) votes, the act of the majority so voting binds \nall; (c) if more than one (1) votes, but the vote is evenly split on any \nparticular matter, each faction may vote the securities in question \nproportionally, or may apply to the Delaware Court of Chancery for relief as \nprovided in the General Corporation Law of Delaware, Section 217(b).  If the \ninstrument filed with the Secretary shows that any such tenancy is held in \nunequal interests, a majority or even-split for the purpose of this \nsubsection (c) shall be a majority or even-split in interest.  \n\n            (b)  Persons holding stock in a fiduciary capacity shall be \nentitled to vote the shares so held.  Persons whose stock is pledged shall be \nentitled to vote, unless in the transfer by the pledgor on the books of the \ncorporation he has expressly empowered the pledgee to vote thereon, in which \ncase only the pledgee, or his proxy, may represent such stock and vote \nthereon.  \n\n     SECTION 12. LIST OF STOCKHOLDERS.  The Secretary shall prepare and make, \nat least ten (10) days before every meeting of stockholders, a complete list \nof the stockholders entitled to vote at said meeting, arranged in \nalphabetical order, showing the address of each stockholder and the number of \nshares registered in the name of each stockholder.  Such list shall be open \nto the examination of any stockholder, for any purpose germane to the \nmeeting, during ordinary business hours, for a period of at least ten (10) \ndays prior to the meeting, either at a place within the city where the \nmeeting is to be held, which place shall be specified in the notice of the \nmeeting, or, if not specified, at the place where the meeting is to be held. \nThe list shall be produced and kept at the time and place of meeting during \nthe whole time thereof, and may be inspected by any stockholder who is \npresent.\n\n     SECTION 13. ORGANIZATION\n\n            (a)  At every meeting of stockholders, the Chairman of the Board \nof Directors, or, if a Chairman has not been appointed or is absent, the \nPresident, or, if the President is absent, the most senior Vice President \npresent, or in the absence of any such officer, a chairman of the meeting \nchosen by a majority in interest of the stockholders entitled to vote, \npresent in person or by proxy, shall act as chairman.  The Secretary, or, in \nhis absence, an Assistant Secretary directed to do so by the President, shall \nact as secretary of the meeting.\n\n            (b)  The Board of Directors of the corporation shall be entitled \nto make such rules or regulations for the conduct of meetings of stockholders \nas it shall deem necessary, appropriate or convenient.  Subject to such rules \nand regulations of the Board of Directors, if any, the chairman of the \nmeeting shall have the right and authority to prescribe such rules, \nregulations and procedures and to do all such acts as, in the judgment of \nsuch chairman, are necessary, appropriate or convenient for the proper \nconduct of the meeting, including, without limitation, establishing an agenda \nor order of business for the meeting, rules and procedures for maintaining \norder at the meeting and the safety of those present, limitations on \nparticipation in such meeting to stockholders of record of the corporation \nand their duly authorized and constituted proxies, and such other persons as \nthe chairman shall permit, restrictions on entry to\n\n\n                                       5\n\n\nthe meeting after the time fixed for the commencement thereof, limitations on \nthe time allotted to questions or comments by participants and regulation of \nthe opening and closing of the polls for balloting on matters which are to be \nvoted on by ballot.  Unless, and to the extent determined by the Board of \nDirectors or the chairman of the meeting, meetings of stockholders shall not \nbe required to be held in accordance with rules of parliamentary procedure.\n\n                                  ARTICLE IV\n\n                                  DIRECTORS\n\n     SECTION 14. NUMBER AND TERM OF OFFICE.  The authorized number of \nDirectors shall be fixed in the manner set forth in the Certificate of \nIncorporation. Directors need not be stockholders unless so required by the \nCertificate of Incorporation.  If for any cause, the Directors shall not have \nbeen elected at an annual meeting, they may be elected as soon thereafter as \nconvenient at a special meeting of the stockholders called for that purpose \nin the manner provided in these Bylaws.\n\n     SECTION 15. POWERS.  The powers of the corporation shall be exercised, \nits business conducted and its property controlled by the Board of Directors, \nexcept as may be otherwise provided by statute or by the Certificate of \nIncorporation.\n\n     SECTION 16. CLASSES OF DIRECTORS.  The Board of Directors shall be \ndivided into classes in the manner set forth in the Certificate of \nIncorporation.\n\n     SECTION 17. VACANCIES.  Unless otherwise provided in the Certificate of \nIncorporation, vacancies and newly created directorships resulting from any \nincrease in the authorized number of Directors may be filled by a majority of \nthe Directors then in office, although less than a quorum, or by a sole \nremaining Director, and each Director so elected shall hold office for the \nunexpired portion of the term of the Director whose place shall be vacant and \nuntil his successor shall have been duly elected and qualified.  A vacancy in \nthe Board of Directors shall be deemed to exist under this Section 17 in the \ncase of the death, removal or resignation of any Director, or if the \nstockholders fail at any meeting of stockholders at which Directors are to be \nelected (including any meeting referred to in Section 19 below) to elect the \nnumber of Directors then constituting the whole Board of Directors.  \n\n     SECTION 18. RESIGNATION.  Any Director may resign at any time by \ndelivering his written resignation to the Secretary, such resignation to \nspecify whether it will be effective at a particular time, upon receipt by \nthe Secretary or at the pleasure of the Board of Directors.  If no such \nspecification is made, it shall be deemed effective at the pleasure of the \nBoard of Directors.  When one or more Directors shall resign from the Board \nof Directors, effective at a future date, a majority of the Directors then in \noffice, including those who have so resigned, shall have power to fill such \nvacancy or vacancies, the vote thereon to take effect when such resignation \nor resignations shall become effective, and each Director so chosen shall \nhold office for the unexpired portion of the term of the Director whose place \nshall be vacated and until his successor shall have been duly elected and \nqualified.\n\n\n                                      6\n\n\n     SECTION 19. REMOVAL.  At a special meeting of stockholders called for \nthe purpose in the manner hereinabove provided, subject to any limitations \nimposed by law or the Certificate of Incorporation, the Board of Directors, \nor any individual Director, may be removed from office, with or without \ncause, and a new Director or Directors elected by a vote of stockholders \nholding a majority of the outstanding shares entitled to vote at an election \nof Directors.\n\n     SECTION 20. MEETINGS.\n\n            (a)  ANNUAL MEETINGS.  The annual meeting of the Board of \nDirectors shall be held immediately after the annual meeting of stockholders \nand at the place where such meeting is held.  No notice of an annual meeting \nof the Board of Directors shall be necessary and such meeting shall be held \nfor the purpose of electing officers and transacting such other business as \nmay lawfully come before it.\n\n            (b)  REGULAR MEETINGS.  Except as hereinafter otherwise provided, \nregular meetings of the Board of Directors shall be held in any office of the \ncorporation maintained pursuant to Section 2 hereof.  Unless otherwise \nrestricted by the Certificate of Incorporation, regular meetings of the Board \nof Directors may also be held at any place within or without the State of \nDelaware which has been determined by the Board of Directors. \n\n            (c)  SPECIAL MEETINGS.  Unless otherwise restricted by the \nCertificate of Incorporation, special meetings of the Board of Directors may \nbe held at any time and place within or without the State of Delaware \nwhenever called by the President or a majority of the Directors. \n\n            (d)  TELEPHONE MEETINGS.  Any member of the Board of Directors, \nor of any committee thereof, may participate in a meeting by means of \nconference telephone or similar communications equipment by means of which \nall persons participating in the meeting can hear each other, and \nparticipation in a meeting by such means shall constitute presence in person \nat such meeting.\n\n            (e)  NOTICE OF MEETINGS.  Written notice of the time and place of \nall special meetings of the Board of Directors shall be given at least one \n(1) day before the date of the meeting.  Notice of any meeting may be waived \nin writing at any time before or after the meeting and will be waived by any \nDirector by attendance thereat, except when the Director attends the meeting \nfor the express purpose of objecting, at the beginning of the meeting, to the \ntransaction of any business because the meeting is not lawfully called or \nconvened.\n\n            (f)  WAIVER OF NOTICE.  The transaction of all business at any \nmeeting of the Board of Directors, or any committee thereof, however called \nor noticed, or wherever held, shall be as valid as though had at a meeting \nduly held after regular call and notice, if a quorum be present and if, \neither before or after the meeting, each of the Directors not present shall \nsign a written waiver of notice, or a consent to holding such meeting, or an \napproval of the minutes thereof.  Neither the business to be transacted at, \nnor the purpose of, any regular or special meeting of the Board of Directors \nneed be specified in any written waiver of notice or consent unless so \nrequired by the Certificate of Incorporation or these Bylaws.  All such \nwaivers,\n\n\n                                       7\n\n\nconsents or approvals shall be filed with the corporate records or made a \npart of the minutes of the meeting. \n\n     SECTION 21. QUORUM AND VOTING.\n\n            (a)  Unless the Certificate of Incorporation requires a greater \nnumber and except with respect to indemnification questions arising under \nSection 42 hereof, for which a quorum shall be one-third of the exact number \nof Directors fixed from time to time in accordance with Section 14 hereof, \nbut not less than one (1), a quorum of the Board of Directors shall consist \nof a majority of the exact number of Directors fixed from time to time in \naccordance with Section 14 of these Bylaws, but not less than one (1); \nprovided, however, at any meeting whether a quorum be present or otherwise, a \nmajority of the Directors present may adjourn from time to time until the \ntime fixed for the next regular meeting of the Board of Directors, without \nnotice other than by announcement at the meeting. \n\n            (b)  At each meeting of the Board of Directors at which a quorum \nis present all questions and business shall be determined by a vote of a \nmajority of the Directors present, unless a different vote be required by \nlaw, the Certificate of Incorporation or these Bylaws.\n\n     SECTION 22. ACTION WITHOUT MEETING.  Unless otherwise restricted by the \nCertificate of Incorporation or these Bylaws, any action required or \npermitted to be taken at any meeting of the Board of Directors or of any \ncommittee thereof may be taken without a meeting, if all members of the Board \nof Directors or committee, as the case may be, consent thereto in writing, \nand such writing or writings are filed with the minutes of proceedings of the \nBoard of Directors or committee.\n\n     SECTION 23. FEES AND COMPENSATION.  Directors shall be entitled to such \ncompensation for their services as may be approved by the Board of Directors, \nincluding, if so approved, by resolution of the Board of Directors, a fixed \nsum and expenses of attendance, if any, for attendance at each regular or \nspecial meeting of the Board of Directors and at any meeting of a committee \nof the Board of Directors.  Nothing herein contained shall be construed to \npreclude any Director from serving the corporation in any other capacity as \nan officer, agent, employee, or otherwise and receiving compensation \ntherefor.\n\n     SECTION 24. COMMITTEES.\n\n            (a)  EXECUTIVE COMMITTEE.  The Board of Directors may by \nresolution passed by a majority of the whole Board of Directors, appoint an \nExecutive Committee to consist of one (1) or more members of the Board of \nDirectors.  The Executive Committee, to the extent permitted by law and \nspecifically granted by the Board of Directors, shall have and may exercise \nwhen the Board of Directors is not in session all powers of the Board of \nDirectors in the management of the business and affairs of the corporation, \nincluding, without limitation, the power and authority to declare a dividend \nor to authorize the issuance of stock, except such committee shall not have \nthe power or authority to amend the Certificate of Incorporation, to adopt an \nagreement of merger or consolidation, to recommend to the stockholders the \nsale, lease or exchange of all or substantially all of the corporation's \nproperty and assets, to recommend to\n\n\n                                      8\n\n\nthe stockholders of the corporation a dissolution of the corporation or a \nrevocation of a dissolution or to amend these Bylaws.\n\n            (b)  OTHER COMMITTEES.  The Board of Directors may, by resolution \npassed by a majority of the whole Board of Directors, from time to time \nappoint such other committees as may be permitted by law.  Such other \ncommittees appointed by the Board of Directors shall consist of one (1) or \nmore members of the Board of Directors, and shall have such powers and \nperform such duties as may be prescribed by the resolution or resolutions \ncreating such committees, but in no event shall such committee have the \npowers denied to the Executive Committee in these Bylaws. \n\n            (c)  TERM.  The members of all committees of the Board of \nDirectors shall serve a term coexistent with that of the Board of Directors \nwhich shall have appointed such committee.  The Board of Directors, subject \nto the provisions of subsections (a) or (b) of this Section 24, may at any \ntime increase or decrease the number of members of a committee or terminate \nthe existence of a committee. The membership of a committee member shall \nterminate on the date of his death or voluntary resignation from the \ncommittee or from the Board of Directors.  The Board of Directors may at any \ntime for any reason remove any individual committee member and the Board of \nDirectors may fill any committee vacancy created by death, resignation, \nremoval or increase in the number of members of the committee.  The Board of \nDirectors may designate one or more Directors as alternate members of any \ncommittee, who may replace any absent or disqualified member at any meeting \nof the committee, and, in addition, in the absence or disqualification of any \nmember of a committee, the member or members thereof present at any meeting \nand not disqualified from voting, whether or not he or they constitute a \nquorum, may unanimously appoint another member of the Board of Directors to \nact at the meeting in the place of any such absent or disqualified member.  \n\n            (d)  MEETINGS.  Unless the Board of Directors shall otherwise \nprovide, regular meetings of the Executive Committee or any other committee \nappointed pursuant to this Section 24 shall be held at such times and places \nas are determined by the Board of Directors, or by any such committee, and \nwhen notice thereof has been given to each member of such committee, no \nfurther notice of such regular meetings need be given thereafter.  Special \nmeetings of any such committee may be held at any place which has been \ndetermined from time to time by such committee, and may be called by any \nDirector who is a member of such committee, upon written notice to the \nmembers of such committee of the time and place of such special meeting given \nin the manner provided for the giving of written notice to members of the \nBoard of Directors of the time and place of special meetings of the Board of \nDirectors.  Notice of any special meeting of any committee may be waived in \nwriting at any time before or after the meeting and will be waived by any \nDirector by attendance thereat, except when the Director attends such special \nmeeting for the express purpose of objecting, at the beginning of the \nmeeting, to the transaction of any business because the meeting is not \nlawfully called or convened.  A majority of the authorized number of members \nof any such committee shall constitute a quorum for the transaction of \nbusiness, and the act of a majority of those present at any meeting at which \na quorum is present shall be the act of such committee.\n\n     SECTION 25. ORGANIZATION.  At every meeting of the Directors, the \nChairman of the Board of Directors, or, if a Chairman has not been appointed \nor is absent, the President, or if the\n\n\n                                      9\n\n\nPresident is absent, the most senior Vice President, or, in the absence of \nany such officer, a chairman of the meeting chosen by a majority of the \nDirectors present, shall preside over the meeting.  The Secretary, or in his \nabsence, an Assistant Secretary directed to do so by the President, shall act \nas secretary of the meeting.\n\n                                   ARTICLE V\n\n                                   OFFICERS\n\n     SECTION 26. OFFICERS DESIGNATED.  The officers of the corporation shall \nbe the President, one or more Vice Presidents, the Secretary and the Chief \nFinancial Officer or Treasurer, all of whom shall be elected at the annual \nmeeting of the Board of Directors.  The order of the seniority of the Vice \nPresidents shall be in the order of their nomination, unless otherwise \ndetermined by the Board of Directors.  The Board of Directors may also \nappoint one or more Assistant Secretaries, Assistant Treasurers, and such \nother officers and agents with such powers and duties as it shall deem \nnecessary.  The Board of Directors may also designate a Chairman of the Board \nof Directors, which position may (but need not) be an officer of the \ncorporation, as the Board of Directors may designate from time to time.  The \nBoard of Directors may assign such additional titles to one or more of the \nofficers as it shall deem appropriate.  Any one person may hold any number of \noffices of the corporation at any one time unless specifically prohibited \ntherefrom by law.  The salaries and other compensation of the officers of the \ncorporation shall be fixed by or in the manner designated by the Board of \nDirectors.  \n\n     SECTION 27.    TENURE AND DUTIES OF OFFICERS.\n\n            (a)  GENERAL.  All officers shall hold office at the pleasure of \nthe Board of Directors and until their successors shall have been duly \nelected and qualified, unless sooner removed.  Any officer elected or \nappointed by the Board of Directors may be removed at any time by the Board \nof Directors.  If the office of any officer becomes vacant for any reason, \nthe vacancy may be filled by the Board of Directors.  \n\n            (b)  DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman \nof the Board of Directors, when present, shall preside at all meetings of the \nstockholders and the Board of Directors.  The Chairman of the Board of \nDirectors shall perform other duties commonly incident to his office and \nshall also perform such other duties and have such other powers as the Board \nof Directors shall designate from time to time.  If there is no President, \nthen the Chairman of the Board of Directors shall also serve as the Chief \nExecutive Officer of the corporation and shall have the powers and duties \nprescribed in paragraph (c) of this Section 27. \n\n            (c)  DUTIES OF PRESIDENT.  The President shall preside at all \nmeetings of the stockholders and at all meetings of the Board of Directors, \nunless the Chairman of the Board of Directors has been appointed and is \npresent. The President shall be the Chief Executive Officer of the \ncorporation and shall, subject to the control of the Board of Directors, have \ngeneral supervision, direction and control of the business and officers of \nthe corporation.  The President shall perform other duties commonly incident \nto his office and shall also perform such other duties and have such other \npowers as the Board of Directors shall designate from time to time.\n\n\n                                     10\n\n\n            (d)  DUTIES OF VICE PRESIDENTS.  The Vice Presidents, in the \norder of their seniority, may assume and perform the duties of the President \nin the absence or disability of the President or whenever the office of \nPresident is vacant.  The Vice Presidents shall perform other duties commonly \nincident to their office and shall also perform such other duties and have \nsuch other powers as the Board of Directors or the President shall designate \nfrom time to time.\n\n            (e)  DUTIES OF SECRETARY.  The Secretary shall attend all \nmeetings of the stockholders and of the Board of Directors, and shall record \nall acts and proceedings thereof in the minute book of the corporation.  The \nSecretary shall give notice in conformity with these Bylaws of all meetings \nof the stockholders, and of all meetings of the Board of Directors and any \ncommittee thereof requiring notice.  The Secretary shall perform all other \nduties given him in these Bylaws and other duties commonly incident to his \noffice and shall also perform such other duties and have such other powers as \nthe Board of Directors shall designate from time to time.  The President may \ndirect any Assistant Secretary to assume and perform the duties of the \nSecretary in the absence or disability of the Secretary, and each Assistant \nSecretary shall perform other duties commonly incident to his office and \nshall also perform such other duties and have such other powers as the Board \nof Directors or the President shall designate from time to time.\n\n            (f)  DUTIES OF CHIEF FINANCIAL OFFICER OR TREASURER.  The Chief \nFinancial Officer or Treasurer shall keep or cause to be kept the books of \naccount of the corporation in a thorough and proper manner, and shall render \nstatements of the financial affairs of the corporation in such form and as \noften as required by the Board of Directors or the President.  The Chief \nFinancial Officer or Treasurer, subject to the order of the Board of \nDirectors, shall have the custody of all funds and securities of the \ncorporation.  The Chief Financial Officer or Treasurer shall perform other \nduties commonly incident to his office and shall also perform such other \nduties and have such other powers as the Board of Directors or the President \nshall designate from time to time.  The President may direct any Assistant \nTreasurer to assume and perform the duties of the Chief Financial Officer or \nTreasurer in the absence or disability of the Chief Financial Officer or \nTreasurer, and each Assistant Treasurer shall perform other duties commonly \nincident to his office and shall also perform such other duties and have such \nother powers as the Board of Directors or the President shall designate from \ntime to time.\n\n     SECTION 28. DELEGATION OF AUTHORITY.  The Board of Directors may from \ntime to time delegate the powers or duties of any officer to any other \nofficer or agent, notwithstanding any provision hereof.\n\n     SECTION 29. RESIGNATIONS.  Any officer may resign at any time by giving \nwritten notice to the Board of Directors or to the President or to the \nSecretary.  Any such resignation shall be effective when received by the \nperson or persons to whom such notice is given, unless a later time is \nspecified therein, in which event the resignation shall become effective at \nsuch later time.  Unless otherwise specified in such notice, the acceptance \nof any such resignation shall not be necessary to make it effective.  Any \nresignation shall be without prejudice to the rights, if any, of the \ncorporation under any contract with the resigning officer.\n\n     SECTION 30. REMOVAL.  Any officer may be removed from office at any \ntime, either with or without cause, by the vote or written consent of a \nmajority of the Directors in office at\n\n\n                                      11\n\n\nthe time, or by any committee or superior officers upon whom such power of \nremoval may have been conferred by the Board of Directors.\n\n                                  ARTICLE VI\n\n                  EXECUTION OF CORPORATE INSTRUMENTS AND VOTING\n                     OF SECURITIES OWNED BY THE CORPORATION\n\n     SECTION 31. EXECUTION OF CORPORATE INSTRUMENTS.  The Board of Directors \nmay, in its discretion, determine the method and designate the signatory \nofficer or officers, or other person or persons, to execute on behalf of the \ncorporation any corporate instrument or document, or to sign on behalf of the \ncorporation the corporate name without limitation, or to enter into contracts \non behalf of the corporation, except where otherwise provided by law or these \nBylaws, and such execution or signature shall be binding upon the \ncorporation.\n\n            Unless otherwise specifically determined by the Board of \nDirectors or otherwise required by law, promissory notes, deeds of trust, \nmortgages and other evidences of indebtedness of the corporation, and other \ncorporate instruments or documents requiring the corporate seal, and \ncertificates of shares of stock owned by the corporation, shall be executed, \nsigned or endorsed by the Chairman of the Board of Directors, or the \nPresident or any Vice President, and by the Secretary or Chief Financial \nOfficer or Treasurer or any Assistant Secretary or Assistant Treasurer.  All \nother instruments and documents requiring the corporate signature, but not \nrequiring the corporate seal, may be executed as aforesaid or in such other \nmanner as may be directed by the Board of Directors.  \n\n            All checks and drafts drawn on banks or other depositaries on \nfunds to the credit of the corporation or in special accounts of the \ncorporation shall be signed by such person or persons as the Board of \nDirectors shall authorize so to do.\n\n            Unless 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 bind the corporation by any contract or engagement or \nto pledge its credit or to render it liable for any purpose or for any \namount. \n\n     SECTION 32. VOTING OF SECURITIES OWNED BY THE CORPORATION.  All stock \nand other securities of other corporations owned or held by the corporation \nfor itself, or for other parties in any capacity, shall be voted, and all \nproxies with respect thereto shall be executed, by the person authorized so \nto do by resolution of the Board of Directors, or, in the absence of such \nauthorization, by the Chairman of the Board of Directors, the President, or \nany Vice President. \n\n                                 ARTICLE VII\n\n                               SHARES OF STOCK\n\n     SECTION 33. FORM AND EXECUTION OF CERTIFICATES.  Certificates for the \nshares of stock of the corporation shall be in such form as is consistent \nwith the Certificate of Incorporation and applicable law.  Every holder of \nstock in the corporation shall be entitled to have a certificate signed by or \nin the name of the corporation by the Chairman of the Board of Directors, or \nthe\n\n\n                                      12\n\n\nPresident or any Vice President and by the Treasurer or Assistant Treasurer \nor the Secretary or Assistant Secretary, certifying the number of shares \nowned by him in the corporation.  Where such certificate is countersigned by \na transfer agent other than the corporation or its employee, or by a \nregistrar other than the corporation or its employee, any other signature on \nthe certificate may be a facsimile.  In case any officer, transfer agent, or \nregistrar who has signed or whose facsimile signature has been placed upon a \ncertificate shall have ceased to be such officer, transfer agent, or \nregistrar before such certificate is issued, it may be issued with the same \neffect as if he were such officer, transfer agent, or registrar at the date \nof issue.  Each certificate shall state upon the face or back thereof, in \nfull or in summary, all of the designations, preferences, limitations, \nrestrictions on transfer and relative rights of the shares authorized to be \nissued.\n\n     SECTION 34. LOST CERTIFICATES.  A new certificate or certificates shall \nbe issued in place of any certificate or certificates theretofore issued by \nthe corporation alleged to have been lost, stolen, or destroyed, upon the \nmaking of an affidavit of that fact by the person claiming the certificate of \nstock to be lost, stolen, or destroyed.  The corporation may require, as a \ncondition precedent to the issuance of a new certificate or certificates, the \nowner of such lost, stolen, or destroyed certificate or certificates, or his \nlegal representative, to advertise the same in such manner as it shall \nrequire or to give the corporation a surety bond in such form and amount as \nit may direct as indemnity against any claim that may be made against the \ncorporation with respect to the certificate alleged to have been lost, \nstolen, or destroyed.\n\n     SECTION 35. TRANSFERS.\n\n            (a)  Transfers of record of shares of stock of the corporation \nshall be made only upon its books by the holders thereof, in person or by \nattorney duly authorized, and upon the surrender of a properly endorsed \ncertificate or certificates for a like number of shares.\n\n            (b)  The corporation shall have power to enter into and perform \nany agreement with any number of stockholders of any one or more classes of \nstock of the corporation to restrict the transfer of shares of stock of the \ncorporation of any one or more classes owned by such stockholders in any \nmanner not prohibited by the General Corporation Law of Delaware. \n\n     SECTION 36. FIXING RECORD DATES.\n\n            (a)  In order that the Corporation may determine the stockholders \nentitled to notice of or to vote at any meeting of stockholders or any \nadjournment thereof, the Board of Directors may fix, in advance, a record \ndate, which record date shall not precede the date upon which the resolution \nfixing the record date is adopted by the Board of Directors, and which record \ndate shall not be more than sixty (60) nor less than ten (10) days before the \ndate of such meeting.  If no record date is fixed by the Board of Directors, \nthe record date for determining stockholders entitled to notice of or to vote \nat a meeting of stockholders shall be at the close of business on the day \nnext preceding the day on which notice is given, or if notice is waived, at \nthe close of business on the day next preceding the day on which the meeting \nis held.  A determination of stockholders of record entitled to notice of or \nto vote at a meeting of stockholders shall apply to any adjournment of the \nmeeting; provided, however, that the Board of Directors may fix a new record \ndate for the adjourned meeting.\n\n\n                                      13\n\n\n            (b)  In order that the Corporation may determine the stockholders \nentitled to consent to corporate action in writing without a meeting, the \nBoard of Directors may fix, in advance, a record date, which record date \nshall not precede the date upon which the resolution fixing the record date \nis adopted by the Board of Directors, and which date shall not be more than \nten (10) days after the date upon which the resolution fixing the record date \nis adopted by the Board of Directors.  If no record date has been fixed by \nthe Board of Directors, the record date for determining stockholders entitled \nto consent to corporate action in writing without a meeting, when no prior \naction by the Board of Directors is required by law, shall be the first date \non which a signed written consent setting forth the action taken or proposed \nto be taken is delivered to the Corporation by delivery to its registered \noffice in the State of Delaware, its principal place of business or an \nofficer or agent of the Corporation having custody of the book in which \nproceedings of meetings of stockholders are recorded.  Delivery made to a \nCorporation's registered office shall be by hand or by certified or \nregistered mail, return receipt requested.  If no record date has been fixed \nby the Board of Directors and prior action by the Board of Directors is \nrequired by law, the record date for determining stockholders entitled to \nconsent to corporate action in writing without a meeting shall be at the \nclose of business on the day on which the Board of Directors adopts the \nresolution taking such prior action.\n\n            (c)  In order that the corporation may determine the stockholders \nentitled to receive payment of any dividend or other distribution or \nallotment of any rights or the stockholders entitled to exercise any rights \nin respect of any change, conversion or exchange of stock, or for the purpose \nof any other lawful action, the Board of Directors may fix, in advance, a \nrecord date, which record date shall not precede the date upon which the \nresolution fixing the record date is adopted, and which record date shall be \nnot more than sixty (60) days prior to such action.  If no record date is \nfixed, the record date for determining stockholders for any such purpose \nshall be at the close of business on the day on which the Board of Directors \nadopts the resolution relating thereto.  \n\n     SECTION 37. REGISTERED STOCKHOLDERS.  The corporation shall be entitled \nto recognize the exclusive right of a person registered on its books as the \nowner of shares to receive dividends, and to vote as such owner, and shall \nnot be bound to recognize any equitable or other claim to or interest in such \nshare or shares on the part of any other person whether or not it shall have \nexpress or other notice thereof, except as otherwise provided by the laws of \nDelaware.\n\n                                 ARTICLE VIII\n\n                     OTHER SECURITIES OF THE CORPORATION\n\n     SECTION 38. EXECUTION OF OTHER SECURITIES.  All bonds, debentures and \nother corporate securities of the corporation, other than stock certificates \n(covered in Section 33), may be signed by the Chairman of the Board of \nDirectors, the President or any Vice President, or such other person as may \nbe authorized by the Board of Directors, and the corporate seal impressed \nthereon or a facsimile of such seal imprinted thereon and attested by the \nsignature of the Secretary or an Assistant Secretary, or the Chief Financial \nOfficer or Treasurer or an Assistant Treasurer; provided, however, that where \nany such bond, debenture or other corporate security shall be authenticated \nby the manual signature of a trustee under an indenture pursuant to which \nsuch bond, debenture or other corporate security shall be issued, the \nsignatures of the persons signing\n\n\n                                      14\n\n\nand attesting the corporate seal on such bond, debenture or other corporate \nsecurity may be the imprinted facsimile of the signatures of such persons.  \nInterest coupons appertaining to any such bond, debenture or other corporate \nsecurity, authenticated by a trustee as aforesaid, shall be signed by the \nTreasurer or an Assistant Treasurer of the corporation or such other person \nas may be authorized by the Board of Directors, or bear imprinted thereon the \nfacsimile signature of such person.  In case any officer who shall have \nsigned or attested any bond, debenture or other corporate security, or whose \nfacsimile signature shall appear thereon or on any such interest coupon, \nshall have ceased to be such officer before the bond, debenture or other \ncorporate security so signed or attested shall have been delivered, such \nbond, debenture or other corporate security nevertheless may be adopted by \nthe corporation and issued and delivered as though the person who signed the \nsame or whose facsimile signature shall have been used thereon had not ceased \nto be such officer of the corporation.\n\n                                  ARTICLE IX\n\n                                  DIVIDENDS\n\n     SECTION 39. DECLARATION OF DIVIDENDS.  Dividends upon the capital stock \nof the corporation, subject to the provisions of the Certificate of \nIncorporation, if any, may be declared by the Board of Directors pursuant to \nlaw at any regular or special meeting.  Dividends may be paid in cash, in \nproperty, or in shares of the capital stock, subject to the provisions of the \nCertificate of Incorporation.\n\n     SECTION 40. DIVIDEND RESERVE.  Before payment of any dividend, there may \nbe set aside out of any funds of the corporation available for dividends such \nsum or sums as the Board of Directors from time to time, in their absolute \ndiscretion, think proper as a reserve or reserves to meet contingencies, or \nfor equalizing dividends, or for repairing or maintaining any property of the \ncorporation, or for such other purpose as the Board of Directors shall think \nconducive to the interests of the corporation, and the Board of Directors may \nmodify or abolish any such reserve in the manner in which it was created.  \n\n                                   ARTICLE X\n\n                                  FISCAL YEAR\n\n     SECTION 41. FISCAL YEAR.  The fiscal year of the corporation shall be \nfixed by resolution of the Board of Directors.\n\n                                  ARTICLE XI\n\n                               INDEMNIFICATION\n\n     SECTION 42. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER \nAGENTS.\n\n            (a)  DIRECTORS AND EXECUTIVE OFFICERS.  The corporation shall \nindemnify its Directors and executive officers to the fullest extent not \nprohibited by the Delaware General Corporation Law; provided, however, that \nthe corporation may limit the extent of such indemnification by individual \ncontracts with its Directors and executive officers; and, provided, \n\n\n                                   15\n\n\nfurther, that the corporation shall not be required to indemnify any Director \nor executive officer in connection with any proceeding (or part thereof) \ninitiated by such person or any proceeding by such person against the \ncorporation or its Directors, officers, employees or other agents unless (i) \nsuch indemnification is expressly required to be made by law, (ii) the \nproceeding was authorized by the Board of Directors of the corporation or \n(iii) such indemnification is provided by the corporation, in its sole \ndiscretion, pursuant to the powers vested in the corporation under the \nDelaware General Corporation Law.\n\n            (b)  OFFICERS, EMPLOYEES AND OTHER AGENTS.  The corporation shall \nhave power to indemnify its other officers, employees and other agents as set \nforth in the Delaware General Corporation Law.\n\n            (c)  GOOD FAITH.\n\n                 (1)  For purposes of any determination under this Bylaw, a \nDirector or executive officer shall be deemed to have acted in good faith and \nin a manner he reasonably believed to be in or not opposed to the best \ninterests of the corporation, and, with respect to any criminal action or \nproceeding, to have had no reasonable cause to believe that his conduct was \nunlawful, if his action is based on information, opinions, reports and \nstatements, including financial statements and other financial data, in each \ncase prepared or presented by:\n\n                      (i)   one or more officers or employees of the \ncorporation whom the Director or executive officer believed to be reliable \nand competent in the matters presented;\n\n                      (ii)  counsel, independent accountants or other persons \nas to matters which the Director or executive officer believed to be within \nsuch person's professional competence; and \n\n                      (iii) with respect to a Director, a committee of \nthe Board upon which such Director does not serve, as to matters within such \nCommittee's designated authority, which committee the Director believes to \nmerit confidence; so long as, in each case, the Director or executive officer \nacts without knowledge that would cause such reliance to be unwarranted.\n\n                 (2)  The termination of any proceeding by judgment, order, \nsettlement, conviction or upon a plea of nolo contendere or its equivalent \nshall not, of itself, create a presumption that Bthe person did not act in \ngood faith and in a manner which he reasonably believed to be in or not \nopposed to the best interests of the corporation, and, with respect to any \ncriminal proceeding, that he had reasonable cause to believe that his conduct \nwas unlawful.\n\n                 (3)  The provisions of this paragraph (c) shall not be \ndeemed to be exclusive or to limit in any way the circumstances in which a \nperson may be deemed to have met the applicable standard of conduct set forth \nby the Delaware General Corporation Law.\n\n            (d)  EXPENSES.  The corporation shall advance, prior to the final \ndisposition of any proceeding, promptly following request therefor, all \nexpenses incurred by any Director or executive officer in connection with \nsuch proceeding upon receipt of an undertaking by or on behalf of such person \nto repay said amounts if it should be determined ultimately that such person \nis not entitled to be indemnified under this Bylaw or otherwise.\n\n\n                                      16\n\n\n            (e)  ENFORCEMENT.  Without the necessity of entering into an \nexpress contract, all rights to indemnification and advances to Directors and \nexecutive officers under this Bylaw shall be deemed to be contractual rights \nand be effective to the same extent and as if provided for in a contract \nbetween the corporation and the Director or executive officer.  Any right to \nindemnification or advances granted by this Bylaw to a Director or executive \nofficer shall be enforceable by or on behalf of the person holding such right \nin any court of competent jurisdiction if (i) the claim for indemnification \nor advances is denied, in whole or in part, or (ii) no disposition of such \nclaim is made within ninety (90) days of request therefor.  The claimant in \nsuch enforcement action, if successful in whole or in part, shall be entitled \nto be paid also the expense of prosecuting his claim.  The corporation shall \nbe entitled to raise as a defense to any such action that the claimant has \nnot met the standards of conduct that make it permissible under the Delaware \nGeneral Corporation Law for the corporation to indemnify the claimant for the \namount claimed.  Neither the failure of the corporation (including its Board \nof Directors, independent legal counsel or its stockholders) to have made a \ndetermination prior to the commencement of such action that indemnification \nof the claimant is proper in the circumstances because he has met the \napplicable standard of conduct set forth in the Delaware General Corporation \nLaw, nor an actual determination by the corporation (including its Board of \nDirectors, independent legal counsel or its stockholders) that the claimant \nhas not met such applicable standard of conduct, shall be a defense to the \naction or create a presumption that claimant has not met the applicable \nstandard of conduct.\n\n            (f)  NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any \nperson by this Bylaw shall not be exclusive of any other right which such \nperson may have or hereafter acquire under any statute, provision of the \nCertificate of Incorporation, Bylaws, agreement, vote of stockholders or \ndisinterested Directors or otherwise, both as to action in his official \ncapacity and as to action in another capacity while holding office.  The \ncorporation is specifically authorized to enter into individual contracts \nwith any or all of its Directors, officers, employees or agents respecting \nindemnification and advances, to the fullest extent not prohibited by the \nDelaware General Corporation Law.\n\n            (g)  SURVIVAL OF RIGHTS.  The rights conferred on any person by \nthis Bylaw shall continue as to a person who has ceased to be a Director, \nofficer, employee or other agent and shall inure to the benefit of the heirs, \nexecutors and administrators of such a person.\n\n            (h)  INSURANCE.  To the fullest extent permitted by the Delaware \nGeneral Corporation Law, the corporation, upon approval by the Board of \nDirectors, may purchase insurance on behalf of any person required or \npermitted to be indemnified pursuant to this Bylaw.\n\n            (i)  AMENDMENTS.  Any repeal or modification of this Bylaw shall \nonly be prospective and shall not affect the rights under this Bylaw in \neffect at the time of the alleged occurrence of any action or omission to act \nthat is the cause of any proceeding against any agent of the corporation.\n\n            (j)  SAVING CLAUSE.  If this Bylaw or any portion hereof shall be \ninvalidated on any ground by any court of competent jurisdiction, then the \ncorporation shall nevertheless \n\n                                      17\n\n\nindemnify each Director and executive officer to the full extent not \nprohibited by any applicable portion of this Bylaw that shall not have been \ninvalidated, or by any other applicable law.\n\n            (k)  CERTAIN DEFINITIONS.  For the purposes of this Bylaw, the \nfollowing definitions shall apply:\n\n                      (1)   The term 'proceeding' shall be broadly construed \nand shall include, without limitation, the investigation, preparation, \nprosecution, defense, settlement, arbitration and appeal of, and the giving \nof testimony in, any threatened, pending or completed action, suit or \nproceeding, whether civil, criminal, administrative or investigative.\n\n                      (2)   The term 'expenses' shall be broadly construed \nand shall include, without limitation, court costs, attorneys' fees, witness \nfees, fines, amounts paid in settlement or judgment and any other costs and \nexpenses of any nature or kind incurred in connection with any proceeding.\n\n                      (3)   The term the 'corporation' shall include, in \naddition to the resulting corporation, any constituent corporation (including \nany constituent of a constituent) absorbed in a consolidation or merger \nwhich, if its separate existence had continued, would have had power and \nauthority to indemnify its directors, officers, and employees or agents, so \nthat any person who is or was a director, officer, employee or agent of such \nconstituent corporation, or is or was serving at the request of such \nconstituent corporation as a director, officer, employee or agent of another \ncorporation, partnership, joint venture, trust or other enterprise, shall \nstand in the same position under the provisions of this Bylaw with respect to \nthe resulting or surviving corporation as he would have with respect to such \nconstituent corporation if its separate existence had continued. \n\n                      (4)   References to a 'director,' 'officer,' \n'employee,' or 'agent' of the corporation shall include, without limitation, \nsituations where such person is serving at the request of the corporation as \na director, officer, employee, trustee or agent of another corporation, \npartnership, joint venture, trust or other enterprise.\n\n                      (5)   References to 'other enterprises' shall include \nemployee benefit plans; references to 'fines' shall include any excise taxes \nassessed on a person with respect to an employee benefit plan; and references \nto 'serving at the request of the corporation' shall include any service as a \ndirector, officer, employee or agent of the corporation which imposes duties \non, or involves services by, such director, officer, employee, or agent with \nrespect to an employee benefit plan, its participants, or beneficiaries; and \na person who acted in good faith and in a manner he reasonably believed to be \nin the interest of the participants and beneficiaries of an employee benefit \nplan shall be deemed to have acted in a manner 'not opposed to the best \ninterests of the corporation' as referred to in this Bylaw.\n\n\n                                      18\n\n\n                                  ARTICLE XII\n\n                                    NOTICES\n\n     SECTION 43. NOTICES.\n\n            (a)  NOTICE TO STOCKHOLDERS.  Whenever, under any provisions of \nthese Bylaws, notice is required to be given to any stockholder, it shall be \ngiven in writing, timely and duly deposited in the United States mail, \npostage prepaid, and addressed to his last known post office address as shown \nby the stock record of the corporation or its transfer agent.\n\n            (b)  NOTICE TO DIRECTORS.  Any notice required to be given to any \nDirector may be given by the method stated in subsection (a), or by \nfacsimile, telex or telegram, except that such notice other than one which is \ndelivered personally shall be sent to such address as such Director shall \nhave filed in writing with the Secretary, or, in the absence of such filing, \nto the last known post office address of such Director.\n\n            (c)  ADDRESS UNKNOWN.  If no address of a stockholder or Director \nbe known, notice may be sent to the office of the corporation required to be \nmaintained pursuant to Section 2 hereof.\n\n            (d)  AFFIDAVIT OF MAILING.  An affidavit of mailing, executed by \na duly authorized and competent employee of the corporation or its transfer \nagent appointed with respect to the class of stock affected, specifying the \nname and address or the names and addresses of the stockholder or \nstockholders, or Director or Directors, to whom any such notice or notices \nwas or were given, and the time and method of giving the same, shall be \nconclusive evidence of the statements therein contained.  \n\n            (e)  TIME NOTICES DEEMED GIVEN.  All notices given by mail, as \nabove provided, shall be deemed to have been given as at the time of mailing \nand all notices given by facsimile, telex or telegram shall be deemed to have \nbeen given as of the sending time recorded at time of transmission.\n\n            (f)  METHODS OF NOTICE.  It shall not be necessary that the same \nmethod of giving notice be employed in respect of all Directors, but one \npermissible method may be employed in respect of any one or more, and any \nother permissible method or methods may be employed in respect of any other \nor others.\n\n            (g)  FAILURE TO RECEIVE NOTICE.  The period or limitation of time \nwithin which any stockholder may exercise any option or right, or enjoy any \nprivilege or benefit, or be required to act, or within which any Director may \nexercise any power or right, or enjoy any privilege, pursuant to any notice \nsent him in the manner above provided, shall not be affected or extended in \nany manner by the failure of such stockholder or such Director to receive \nsuch notice.\n\n            (h)  NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL.  \nWhenever notice is required to be given, under any provision of law or of the \nCertificate of Incorporation or Bylaws of the corporation, to any person with \nwhom communication is unlawful, the giving of\n\n\n                                      19\n\n\nsuch notice to such person shall not be required and there shall be no duty \nto apply to any governmental authority or agency for a license or permit to \ngive such notice to such person.  Any action or meeting which shall be taken \nor held without notice to any such person with whom communication is unlawful \nshall have the same force and effect as if such notice had been duly given.  \nIn the event that the action taken by the corporation is such as to require \nthe filing of a certificate under any provision of the Delaware General \nCorporation Law, the certificate shall state, if such is the fact and if \nnotice is required, that notice was given to all persons entitled to receive \nnotice except such persons with whom communication is unlawful.\n\n            (i)  NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS.  Whenever \nnotice is required to be given, under any provision of law or the Certificate \nof Incorporation or Bylaws of the corporation, to any stockholder to whom (i) \nnotice of two consecutive annual meetings, and all notices of meetings or of \nthe taking of action by written consent without a meeting to such person \nduring the period between such two consecutive annual meetings, or (ii) all, \nand at least two, payments (if sent by first class mail) of dividends or \ninterest on securities during a twelve month period, have been mailed \naddressed to such person at his address as shown on the records of the \nCorporation and have been returned undeliverable, the giving of such notice \nto such person shall not be required. Any action or meeting which shall be \ntaken or held without notice to such person shall have the same force and \neffect as if such notice had been duly given.  If any such person shall \ndeliver to the corporation a written notice setting forth his then current \naddress, the requirement that notice be given to such person shall be \nreinstated.  In the event that the action taken by the corporation is such as \nto require the filing of a certificate under any provision of the Delaware \nGeneral Corporation Law, the certificate need not state that notice was not \ngiven to persons to whom notice was not required to be given pursuant to this \nparagraph. \n\n                                 ARTICLE XIII\n\n                                  AMENDMENTS\n\n     SECTION 44. AMENDMENTS.  Except as otherwise set forth in paragraph (i) \nof Section 42 of these Bylaws, these Bylaws may be amended or repealed and \nnew Bylaws adopted by the stockholders entitled to vote.  The Board of \nDirectors shall also have the power, if such power is conferred upon the \nBoard of Directors by the Certificate of Incorporation, to adopt, amend or \nrepeal Bylaws (including, without limitation, the amendment of any Bylaw \nsetting forth the number of Directors who shall constitute the whole Board of \nDirectors).\n\n                                 ARTICLE XIV\n\n                              LOANS TO OFFICERS\n\n     SECTION 45. LOANS TO OFFICERS.  The corporation may lend money to, or \nguarantee any obligation of, or otherwise assist any officer or other \nemployee of the corporation or of its subsidiaries, including any officer or \nemployee who is a Director of the corporation or its subsidiaries, whenever, \nin the judgment of the Board of Directors, such loan, guarantee or assistance \nmay reasonably be expected to benefit the corporation.  The loan, guarantee \nor other assistance may be with or without interest and may be unsecured, or \nsecured in such manner as the Board of Directors shall approve, including, \nwithout limitation, a pledge of shares of stock of \n\n                                      20\n\n\nthe corporation.  Nothing in this Section 45 shall be deemed to deny, limit \nor restrict the powers of guaranty or warranty of the corporation at common \nlaw or under any statute.\n\n\n\n\n\n                                      21\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9573,9574],"class_list":["post-41533","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_industries-manufacturing__industrial","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\/41533","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=41533"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41533"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41533"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41533"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}