{"id":41552,"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-netflix-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-netflix-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-netflix-inc.html","title":{"rendered":"Bylaws &#8211; NetFlix Inc."},"content":{"rendered":"<pre>                             AMENDED AND RESTATED\n\n                                   BYLAWS OF\n\n                                 NETFLIX, INC.\n                           (a Delaware corporation)\n\n                               TABLE OF CONTENTS\n\n\n                                                                                             Page\n                                                                                             ----\n                                                                                           \nARTICLE I - CORPORATE OFFICES................................................................   1\n\n     1.1  REGISTERED OFFICE..................................................................   1\n     1.2  OTHER OFFICES......................................................................   1\n\nARTICLE II - MEETINGS OF STOCKHOLDERS........................................................   1\n\n      2.1  PLACE OF MEETINGS.................................................................   1\n      2.2  ANNUAL MEETING....................................................................   1\n      2.3  SPECIAL MEETING...................................................................   2\n      2.4  NOTICE OF STOCKHOLDERS' MEETINGS..................................................   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...........................   4\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.........................................................   6\n      3.5  REMOVAL OF DIRECTORS..............................................................   7\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..........................................................   8\n     3.10  QUORUM............................................................................   9\n     3.11  WAIVER OF NOTICE..................................................................   9\n \n\n                                      -i-\n\n \n                               TABLE OF CONTENTS\n\n                                  (continued)\n\n \n \n                                                                                             Page\n                                                                                             ----\n                                                                                           \n     3.12  ADJOURNMENT.......................................................................   9\n     3.13  NOTICE OF ADJOURNMENT.............................................................   9\n     3.14  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.................................   9\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......................................................................  10\n\n     4.1  COMMITTEES OF DIRECTORS............................................................  10\n     4.2  MEETINGS AND ACTION OF COMMITTEES..................................................  11\n     4.3  COMMITTEE MINUTES..................................................................  11\n\nARTICLE V - OFFICERS.........................................................................  12\n\n     5.1  OFFICERS...........................................................................  12\n     5.2  ELECTION OF OFFICERS...............................................................  12\n     5.3  SUBORDINATE OFFICERS...............................................................  12\n     5.4  REMOVAL AND RESIGNATION OF OFFICERS................................................  12\n     5.5  VACANCIES IN OFFICES...............................................................  13\n     5.6  ADMINISTRATIVE OFFICERS............................................................  13\n     5.7  AUTHORITY AND DUTIES OF OFFICERS...................................................  13\n\nARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS..............  13\n\n     6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS..........................................  13\n     6.2  INDEMNIFICATION OF OTHERS..........................................................  14\n     6.3  INSURANCE..........................................................................  15\n\nARTICLE VII - RECORDS AND REPORTS............................................................  15\n\n     7.1  MAINTENANCE AND INSPECTION OF RECORDS..............................................  15\n     7.2  INSPECTION BY DIRECTORS............................................................  16\n     7.3  ANNUAL STATEMENT TO STOCKHOLDERS...................................................  16\n     7.4  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.....................................  16\n     7.5  CERTIFICATION AND INSPECTION OF BYLAWS.............................................  16\n\nARTICLE VIII - GENERAL MATTERS...............................................................  16\n\n     8.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING..............................  16\n     8.2  CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS..........................................  17\n     8.3  CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED.................................  17\n     8.4  STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES...................................  17\n \n\n                                      -ii-\n\n \n                               TABLE OF CONTENTS\n\n                                  (continued)\n\n \n \n                                                                                             Page\n                                                                                             ----\n                                                                                           \n     8.5  SPECIAL DESIGNATION ON CERTIFICATES................................................  18\n     8.6  LOST CERTIFICATES..................................................................  18\n     8.7  TRANSFER AGENTS AND REGISTRARS.....................................................  19\n     8.8  CONSTRUCTION; DEFINITIONS..........................................................  19\n\nARTICLE IX - AMENDMENTS......................................................................  19\n\n\n                                     -iii-\n\n \n                             AMENDED AND RESTATED\n                             --------------------\n\n                                    BYLAWS\n                                    ------\n\n                                      OF\n                                      --\n\n                               NETFLIX.COM, INC.\n                               -----------------\n                           (a Delaware corporation)\n\n\n                                   ARTICLE I\n\n\n                               CORPORATE OFFICES\n                               -----------------\n\n     1.1  REGISTERED OFFICE\n          -----------------\n\n     The registered office of the corporation shall be fixed in the certificate\nof incorporation of the corporation.\n\n     1.2  OTHER OFFICES\n          -------------\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\n     Meetings of stockholders shall be held at any place, within or outside the\nState of Delaware, designated by the board of directors.  In the absence of any\nsuch designation, stockholders' meetings shall be held at the principal\nexecutive office of the corporation.\n\n     2.2  ANNUAL MEETING\n          --------------\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 \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 annual\nmeeting by a stockholder pursuant to clause (c) of the preceding sentence, the\nstockholder must have given timely notice thereof in writing to the secretary of\nthe corporation and such other business must otherwise be a proper matter for\nstockholder action.  To be timely, a stockholder's notice shall be delivered to\nthe secretary at the principal executive offices of the corporation not later\nthan the close of business on the 60th day, but not earlier than the close of\nbusiness on the 90th day, prior to the meeting; provided, however, that in the\nevent that less than 65 days notice of the meeting is given to stockholders,\nnotice by the stockholder to be timely must be so delivered not earlier than the\nclose of business on the seventh (7th) day following the day on which the notice\nof meeting was mailed.  In no event shall the public announcement of an\nadjournment of an annual meeting commence a new time period for the giving of a\nstockholder's notice as described above.  Such stockholder's notice shall set\nforth (a) as to each person whom the stockholder proposes to nominate for\nelection or reelection as a director all information relating to such person\nthat is required to be disclosed in solicitations of proxies for election of\ndirectors in an election contest, or is otherwise required, in each case\npursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended\n(or any successor thereto) (the 'Exchange Act') and Rule 14a-11 thereunder (or\nany successor thereto) (including such person's written consent to being named\nin the proxy statement as a nominee and to serving as a director if elected);\n(b) as to any other business that the stockholder proposes to bring before the\nmeeting, a brief description of the business desired to be brought before the\nmeeting, the reasons for conducting such business at the meeting and any\nmaterial interest in such business of such stockholder and the beneficial owner,\nif any, on whose behalf the proposal is made; and (c) as to the stockholder\ngiving the notice and the beneficial owner, if any, on whose behalf the\nnomination or proposal is made (i) the name and address of such stockholder, as\nthey appear on the corporation's books, and of such beneficial owner, and (ii)\nthe class and number of shares of the corporation that are owned beneficially\nand of record by such stockholder and such beneficial owner.  Notwithstanding\nany provision herein to the contrary, no business shall be conducted at an\nannual meeting except in accordance with the procedures set forth in this\nSection 2.2.\n\n     2.3  SPECIAL MEETING\n          ---------------\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 chief executive\nofficer.\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 consent to being\nnamed in the proxy statement as a nominee and to serving as a director if\nelected); \n\n                                      -2-\n\n \n(b) as to any other business to be taken at the meeting, a brief description of\nsuch business, the reasons for conducting such business and any material\ninterest in such business of the person or persons calling such meeting and the\nbeneficial owners, if any, on whose behalf such meeting is called; and (c) as to\nthe person or persons calling such meeting and the beneficial owners, if any, on\nwhose behalf the meeting is called (i) the name and address of such persons, as\nthey appear on the corporation's books, and of such beneficial owners, and (ii)\nthe class and number of shares of the corporation that are owned beneficially\nand of record by such persons and such beneficial owners. No business may be\ntransacted at such special meeting otherwise than specified in such notice or by\nor at the direction of the corporation's board of directors. The corporation's\nsecretary shall cause notice to be promptly given to the stockholders entitled\nto vote, in accordance with the provisions of Sections 2.4 and 2.5, that a\nmeeting will be held at the time reasonably requested by the person or persons\nwho called the meeting, not less than 60 nor more than 90 days after the receipt\nof the request. If the notice is not given within 20 days after the receipt of a\nvalid request, the person or persons requesting the meeting may give the notice.\nNothing contained in this paragraph 2.3 shall be construed as limiting, fixing\nor affecting the time when a meeting of stockholders called by action of the\nboard of directors may be held.\n\n     Only such business shall be conducted at a special meeting of stockholders\ncalled by action of the board of directors as shall have been brought before the\nmeeting pursuant to the corporation's notice of meeting.\n\n     2.4  NOTICE OF STOCKHOLDERS' MEETINGS\n          --------------------------------\n\n     All notices of meetings of stockholders shall be sent or otherwise given in\naccordance with Sections 2.2 and 2.3 of these bylaws not less than ten (10) nor\nmore 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\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     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                                      -3-\n\n \n     2.6   QUORUM\n           ------\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 transact\nbusiness 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\n     When a meeting is adjourned to another time and place, unless these bylaws\notherwise require, notice need not be given of the adjourned meeting if the time\nand place thereof are announced at the meeting at which the adjournment is\ntaken.  At the adjourned meeting the corporation may transact any business that\nmight have been transacted at the original meeting.  If the adjournment is for\nmore 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\n     The stockholders entitled to vote at any meeting of stockholders shall be\ndetermined 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 or\nthese bylaws, each stockholder shall be entitled to one vote for each share of\ncapital stock held by such stockholder.\n\n     2.9   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING\n           -------------------------------------------------------\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                                      -4-\n\n \n     2.10  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING\n           ------------------------------------------\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 vote\nat 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 8.1\nof these bylaws.\n\n     2.11  PROXIES\n           -------\n\n     Every person entitled to vote for directors, or on any other matter, shall\nhave the right to do so either in person or by one or more agents authorized by\na written proxy signed by the person and filed with the secretary of the\ncorporation, but no such proxy shall be voted or acted upon after three (3)\nyears 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\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 chairman\nfor such meeting.  The chairman of any meeting of stockholders shall determine\nthe order of business and the procedures at the meeting, including such matters\nas the regulation of the manner of voting and the conduct of business.  The\nsecretary of the corporation shall act as secretary of all meetings of the\nstockholders, but in the absence of the secretary at any meeting of the\nstockholders, the chairman of the meeting may appoint any person to act as\nsecretary of the meeting.\n\n                                      -5-\n\n \n     2.13  LIST OF STOCKHOLDERS ENTITLED TO VOTE\n           -------------------------------------\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\n     Subject to the provisions of the General Corporation Law of Delaware and to\nany limitations in the certificate of incorporation or these bylaws relating to\naction required to be approved by the stockholders or by the outstanding shares,\nthe business and affairs of the corporation shall be managed and all corporate\npowers shall be exercised by or under the direction of the board of directors.\n\n     3.2   NUMBER OF DIRECTORS\n           -------------------\n\n     The board of directors shall consist of eight (8) members.  The number of\ndirectors 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\n     Except as provided in Section 3.4 of these bylaws or the certificate of\nincorporation, directors shall be elected at each annual meeting of stockholders\nto hold office until the next annual meeting. Each director, including a\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\n     Any director may resign effective on giving written notice to the chairman\nof the board, the president, the secretary or the board of directors, unless the\nnotice specifies a later time for that \n\n                                      -6-\n\n \nresignation to become effective. If the resignation of a director is effective\nat a future time, the board of directors may elect a successor to take office\nwhen the resignation becomes effective.\n\n     Unless otherwise provided in the certificate of incorporation or these\nbylaws:\n\n          (i)  Vacancies and newly created directorships resulting from any\nincrease 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; provided however, a vacancy created by the removal of a\ndirector by the vote of the stockholders or by court order may be filled only by\nthe affirmative vote of a majority of the shares represented and voting at a\nduly held meeting at which a quorum is present (which shares voting\naffirmatively also constitute a majority of the required quorum). Unless\notherwise provided in the certificate of incorporation or these bylaws, each\ndirector so elected shall hold office until the next annual meeting of the\nstockholders and until a successor has been elected and qualified.\n\n          (ii) Whenever the holders of any class or classes of stock or series\nthereof are entitled to elect one or more directors by the provisions of the\ncertificate of incorporation, vacancies and newly created directorships of such\nclass or classes or series may be filled by a majority of the directors elected\nby such class or classes or series thereof then in office, or by a sole\nremaining director so elected.\n\n     If at any time, by reason of death or resignation or other cause, the\ncorporation should have no directors in office, then any officer or any\nstockholder or an executor, administrator, trustee or guardian of a stockholder,\nor other fiduciary entrusted with like responsibility for the person or estate\nof a stockholder, may call a special meeting of stockholders in accordance with\nthe provisions of the certificate of incorporation or these bylaws, or may apply\nto the Court of Chancery for a decree summarily ordering an election as provided\nin Section 211 of the General Corporation Law of Delaware.\n\n     If, at the time of filling any vacancy or any newly created directorship,\nthe directors then in office constitute less than a majority of the whole board\n(as constituted immediately prior to any such increase), then the Court of\nChancery may, upon application of any stockholder or stockholders holding at\nleast ten percent (10%) of the total number of the shares then outstanding\nhaving the right to vote for such directors, summarily order an election to be\nheld to fill any such vacancies or newly created directorships, or to replace\nthe directors chosen by the directors then in office as aforesaid, which\nelection 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\n     Unless otherwise restricted by statute, by the certificate of incorporation\nor by these bylaws, any director or the entire board of directors may be\nremoved, only with cause, by the holders of a majority of the shares then\nentitled to vote at an election of directors.\n\n                                      -7-\n\n \n     3.6  PLACE OF MEETINGS; MEETINGS BY TELEPHONE\n          ----------------------------------------\n\n     Regular meetings of the board of directors may be held at any place within\nor outside the State of Delaware that has been designated from time to time by\nresolution of the board.  In the absence of such a designation, regular meetings\nshall be held at the principal executive office of the corporation.  Special\nmeetings of the board may be held at any place within or outside the State of\nDelaware that has been designated in the notice of the meeting or, if not stated\nin the notice or if there is no notice, at the principal executive office of the\ncorporation.\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\n     The first meeting of each newly elected board of directors shall be held at\nsuch 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\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 legal holiday, then the meeting shall\nbe held at the same time and place on the next succeeding business day.\n\n     3.9  SPECIAL MEETINGS; NOTICE\n          ------------------------\n\n     Special meetings of the board of directors for any purpose or purposes may\nbe 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 or\ntelecopy, charges prepaid, addressed to each director at that director's address\nas it is shown on the records of the corporation.  If the notice is mailed, it\nshall be deposited in the United States mail at least four (4) days before the\ntime of the holding of the meeting.  If the notice is delivered personally or by\ntelephone or telecopy, it shall be delivered personally or by telephone or to\nthe telegraph company at least forty-eight (48) hours before the time of the\nholding of the meeting.  Any oral notice given personally or by telephone may be\ncommunicated either to the director or to a person at the office of the director\nwho the person giving the notice has reason to believe will promptly communicate\nit to the director.  The notice need not \n\n                                      -8-\n\n \nspecify the purpose or the place of the meeting, if the meeting is to be held at\nthe principal executive office of the corporation.\n\n     3.10  QUORUM\n           ------\n\n     A majority of the authorized number of directors shall constitute a quorum\nfor the transaction of business, except to adjourn as provided in Section 3.12\nof these bylaws.  Every act or decision done or made by a majority of the\ndirectors present at a duly held meeting at which a quorum is present shall be\nregarded as the act of the board of directors, subject to the provisions of the\ncertificate of incorporation and applicable law.\n\n     A meeting at which a quorum is initially present may continue to transact\nbusiness notwithstanding the withdrawal of directors, if any action taken is\napproved by at least a majority of the quorum for that meeting.\n\n     3.11  WAIVER OF NOTICE\n           ----------------\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     A majority of the directors present, whether or not constituting a quorum,\nmay adjourn any meeting of the board to another time and place.\n\n     3.13  NOTICE OF ADJOURNMENT\n           ---------------------\n\n     Notice of the time and place of holding an adjourned meeting of the board\nneed not be given unless the meeting is adjourned for more than twenty-four (24)\nhours.  If the meeting is adjourned for more than twenty-four (24) hours, then\nnotice of the time and place of the adjourned meeting shall be given before the\nadjourned meeting takes place, in the manner specified in Section 3.9 of these\nbylaws, to the directors who were not present at the time of the adjournment.\n\n     3.14  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING\n           -------------------------------------------------\n\n     Any action required or permitted to be taken by the board of directors may\nbe taken without a meeting, provided that all members of the board individually\nor collectively consent in writing to that action.  Such action by written\nconsent shall have the same force and effect as a unanimous vote of the board of\ndirectors. Such written consent and any counterparts thereof shall be filed with\nthe minutes of the proceedings of the board of directors.\n\n                                      -9-\n\n \n     3.15  FEES AND COMPENSATION OF DIRECTORS\n           ----------------------------------\n\n     Directors and members of committees may receive such compensation, if any,\nfor 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\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\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 quorum of the directors\nshall be deemed to refer to such notice, waiver, etc., by such sole director,\nwho shall have all the rights and duties and shall be entitled to exercise all\nof the powers and shall assume all the responsibilities otherwise herein\ndescribed 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\n     The board of directors may, by resolution adopted by a majority of the\nauthorized number of directors, designate one or more committees, each\nconsisting of two or more directors, to serve at the pleasure of the board.  The\nboard may designate one or more directors as alternate members of any committee,\nwho may replace any absent or disqualified member at any meeting of the\ncommittee.  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 \n\n                                      -10-\n\n \nshares of stock adopted by the board of directors as provided in Section 151(a)\nof the General Corporation Law of Delaware, fix the designations and any of the\npreferences or rights of such shares relating to dividends, redemption,\ndissolution, any distribution of assets of the corporation or the conversion\ninto, or the exchange of such shares for, shares of any other class or classes\nor any other series of the same or any other class or classes of stock of the\ncorporation), (ii) adopt an agreement of merger or consolidation under Sections\n251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the\nstockholders the sale, lease or exchange of all or substantially all of the\ncorporation's property and assets, (iv) recommend to the stockholders a\ndissolution of the corporation or a revocation of a dissolution or (v) amend the\nbylaws of the corporation; and, unless the board resolution establishing the\ncommittee, the bylaws or the certificate of incorporation expressly so provide,\nno such committee shall have the power or authority to declare a dividend, to\nauthorize the issuance of stock, or to adopt a certificate of ownership and\nmerger pursuant to Section 253 of the General Corporation Law of Delaware.\n\n     4.2  MEETINGS AND ACTION OF COMMITTEES\n          ---------------------------------\n\n     Meetings and actions of committees shall be governed by, and held and taken\nin accordance with, the following provisions of Article III of these bylaws:\nSection 3.6 (place of meetings; meetings by telephone), Section 3.8 (regular\nmeetings), Section 3.9 (special meetings; notice), Section 3.10 (quorum),\nSection 3.11 (waiver of notice), Section 3.12 (adjournment), Section 3.13\n(notice of adjournment) and Section 3.14 (board action by written consent\nwithout meeting), with such changes in the context of those bylaws as are\nnecessary to substitute the committee and its members for the board of directors\nand its members; provided, however, that the time of regular meetings of\ncommittees may be determined either by resolution of the board of directors or\nby resolution of the committee, that special meetings of committees may also be\ncalled by resolution of the board of directors, and that notice of special\nmeetings of committees shall also be given to all alternate members, who shall\nhave the right to attend all meetings of the committee.  The board of directors\nmay adopt rules for the government of any committee not inconsistent with the\nprovisions of these bylaws.\n\n     4.3  COMMITTEE MINUTES\n          -----------------\n\n     Each committee shall keep regular minutes of its meetings and report the\nsame to the board of directors when required.\n\n                                      -11-\n\n \n                                   ARTICLE V\n\n                                   OFFICERS\n                                   --------\n     5.1  OFFICERS\n          --------\n\n     The Corporate Officers of the corporation shall be a chief executive\nofficer, a president, a secretary and a chief financial officer.  The\ncorporation may also have, at the discretion of the board of directors, a\nchairman of the board, one or more vice presidents (however denominated), one or\nmore assistant secretaries, one or more assistant treasurers, and such other\nofficers as may be appointed in accordance with the provisions of Section 5.3 of\nthese bylaws.  Any number of offices may be held by the same person.\n\n     5.2  ELECTION OF OFFICERS\n          --------------------\n\n     The Corporate Officers of the corporation, except such officers as may be\nappointed 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     5.3  SUBORDINATE OFFICERS\n          --------------------\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 5.6 of\nthese bylaws.\n\n     5.4  REMOVAL AND RESIGNATION OF OFFICERS\n          -----------------------------------\n\n     Subject to the rights, if any, of a Corporate Officer under any contract of\nemployment, any Corporate Officer may be removed, either with or without cause,\nby the board of directors at any regular or special meeting of the board or,\nexcept in case of a Corporate Officer chosen by the board of directors, by any\nCorporate Officer upon whom such power of removal may be conferred by the board\nof 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                                      -12-\n\n \n     Any Administrative Officer designated and appointed by the president may be\nremoved, 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\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  ADMINISTRATIVE OFFICERS\n          -----------------------\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     5.7  AUTHORITY AND DUTIES OF OFFICERS\n          --------------------------------\n\n     The officers of the corporation shall respectively have such authority and\npowers and perform such duties in the management of the business of the\ncorporation as may be designated from time to time by the board of directors.\n\n\n                                  ARTICLE VI\n\n               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES\n               -------------------------------------------------\n                               AND OTHER AGENTS\n                               ----------------\n\n     6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS\n          -----------------------------------------\n\n     The corporation shall, to the maximum extent and in the manner permitted by\nthe General Corporation Law of Delaware as the same now exists or may hereafter\nbe amended, indemnify any person against expenses (including attorneys' fees),\njudgments, fines, and amounts paid in settlement actually and reasonably\nincurred in connection with any threatened, pending or completed action, suit,\nor proceeding in which such person was or is a party or is threatened to be made\na party by reason of the fact that such person is or was a director or officer\nof the corporation.  For purposes of \n\n                                      -13-\n\n \nthis Section 6.1, a 'director' or 'officer' of the corporation shall mean any\nperson (i) who is or was a director or officer of the corporation, (ii) who is\nor was serving at the request of the corporation as a director or officer of\nanother corporation, partnership, joint venture, trust or other enterprise, or\n(iii) who was a director or officer of a corporation which was a predecessor\ncorporation of the corporation or of another enterprise at the request of such\npredecessor corporation.\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) incurred\nby 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 is\nnot 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 exclusive\nof any other rights which such person may have or hereafter acquire under any\nstatute, provision of the corporation's Certificate of Incorporation, these\nbylaws, agreement, vote of the stockholders or disinterested directors or\notherwise.\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\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, \n\n                                      -14-\n\n \npartnership, joint venture, trust, enterprise or non-profit entity shall be\nreduced by any amount such person may collect as indemnification from such other\ncorporation, partnership, joint venture, trust, enterprise or non-profit\nenterprise. For purposes of this Section 6.2, an 'employee' or 'agent' of the\ncorporation (other than a director or officer) shall mean any person (i) who is\nor was an employee or agent of the corporation, (ii) who is or was serving at\nthe request of the corporation as an employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise, or (iii) who was an\nemployee or agent of a corporation which was a predecessor corporation of the\ncorporation or of another enterprise at the request of such predecessor\ncorporation.\n\n     6.3  INSURANCE\n          ---------\n\n     The corporation may purchase and maintain insurance on behalf of any person\nwho is or was a director, officer, employee or agent of the corporation, or is\nor 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                                  ARTICLE VII\n\n                              RECORDS AND REPORTS\n                              -------------------\n\n     7.1  MAINTENANCE AND INSPECTION OF RECORDS\n          -------------------------------------\n\n     The corporation shall, either at its principal executive office or at such\nplace or places as designated by the board of directors, keep a record of its\nstockholders 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, shall,\nupon written demand under oath stating the purpose thereof, have the right\nduring the usual business hours 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                                      -15-\n\n \n     7.2  INSPECTION BY DIRECTORS\n          -----------------------\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\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\n     The chairman of the board, if any, the president, any vice president, the\nchief 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     7.5  CERTIFICATION AND INSPECTION OF BYLAWS\n          --------------------------------------\n\n     The original or a copy of these bylaws, as amended or otherwise altered to\ndate, certified by the secretary, shall be kept at the corporation's principal\nexecutive office and shall be open to inspection by the stockholders of the\ncorporation, at all reasonable times during business 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\n     For purposes of determining the stockholders entitled to receive payment of\nany 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                                      -16-\n\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\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\n     The board of directors, except as otherwise provided in these bylaws, may\nauthorize and empower any officer or officers, or agent or agents, to enter into\nany 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 bind the corporation by any contract or engagement or to\npledge its credit or to render it liable for any purpose or for any amount.\n\n     8.4  STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES\n          ------------------------------------------------\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 \n\n                                      -17-\n\n \nstatement as to any applicable voting trust agreement; if the shares be\nassessable, or, if assessments are collectible by personal action, a plain\nstatement of such facts.\n\n     Upon surrender to the secretary or transfer agent of the corporation of a\ncertificate 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     8.5  SPECIAL DESIGNATION ON CERTIFICATES\n          -----------------------------------\n\n     If the corporation is authorized to issue more than one class of stock or\nmore 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\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 canceled 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                                      -18-\n\n \n     8.7  TRANSFER AGENTS AND REGISTRARS\n          ------------------------------\n\n     The board of directors may appoint one or more transfer agents or transfer\nclerks, and one or more registrars, each of which shall be an incorporated bank\nor trust company--either domestic or foreign--who shall be appointed at such\ntimes and places as the requirements of the corporation may necessitate and the\nboard of directors may designate.\n\n     8.8  CONSTRUCTION; DEFINITIONS\n          -------------------------\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                                  ARTICLE IX\n\n                                  AMENDMENTS\n                                  ----------\n\n     Any of these bylaws may be altered, amended or repealed by the affirmative\nvote of a majority of the members of the board of directors or, with respect to\nbylaw amendments, excluding amendments relating to Sections 2.2, 2.3, 2.9 or\nArticle VI, placed before the stockholders for approval and except as otherwise\nprovided herein or required by law, by the affirmative vote of the holders of a\nmajority of the shares of the corporation's stock entitled to vote, voting as\none class, and with respect to bylaw 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 at least two-thirds of the shares of the corporation's stock entitled\nto 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                                      -19-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8324],"corporate_contracts_industries":[9469],"corporate_contracts_types":[9573,9574],"class_list":["post-41552","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-netflix-inc","corporate_contracts_industries-media__rental","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\/41552","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=41552"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41552"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41552"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41552"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}