{"id":41554,"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-omnicom-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-omnicom-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-omnicom-group-inc.html","title":{"rendered":"Bylaws – Omnicom Group Inc."},"content":{"rendered":"

BY-LAWS<\/strong>
\nOF<\/strong>
\nOMNICOM GROUP INC.<\/strong>
\nA NEW YORK CORPORATION<\/strong><\/p>\n

(AS AMENDED AND RESTATED MAY 24, 2011)<\/strong><\/p>\n

ARTICLE I<\/strong><\/p>\n

MEETINGS OF SHAREHOLDERS<\/strong><\/p>\n

\n

SECTION 1. Place of Meetings<\/u>. All meetings of the shareholders of the
\nCorporation will be held at such places, within or outside of the State of New
\nYork, as may be fixed from time to time by the Board of Directors.<\/p>\n<\/p>\n

SECTION 2. Annual Meeting<\/u>. Commencing in the year 1988, the annual
\nmeeting of shareholders will be held on such date and at such time as may be
\nfixed by the Board of Directors. At each annual meeting of shareholders the
\nshareholders will elect directors and transact such other business as may
\nproperly be brought before the meeting. No shareholder shall have any right to
\nbring a matter before the shareholders for a vote at the annual meeting of
\nshareholders, unless such shareholder shall have given the Secretary of the
\nCorporation written notice of his intention to do so not less than 60 days prior
\nto the date set for the annual meeting. Such notice shall include the name and
\naddress of the shareholder proposing to bring such matter before such meeting,
\nidentify the matter proposed to be brought before the meeting and disclose the
\nshareholder153s interest in the proposed matter. No shareholder shall have any
\nright to propose or nominate a nominee for election to the Board of Directors of
\nthe Corporation, unless such shareholder shall have given the Secretary of the
\nCorporation written notice of his intention to do so not less than 60 days
\nbefore the date set for the annual meeting. Such notice shall include as to each
\nnominee and such shareholder (i) the information as to such nominee and
\nshareholder<\/p>\n<\/p>\n

\n<\/p>\n

that would be required to be included in a proxy statement under the proxy
\nrules of the Securities and Exchange Commission if such shareholder were to
\nsolicit proxies from all shareholders of the Corporation for the election of
\nsuch nominee as a director and such solicitation were one to which Rules 14a-3
\nto 14a-12 under the Securities Exchange Act of 1934, as amended, apply and (ii)
\nthe information as to such nominee and shareholder specified in Schedule 14B
\nunder the proxy rules of the Securities and Exchange Commission. If, at any such
\nmeeting, a shareholder gives notice of intention to propose that action be taken
\nwhich would, if taken, entitle shareholders fulfilling the requirements of
\nSection 623 of the Business Corporation Law of New York (relating to the
\nprocedure to enforce a shareholder153s right to receive payment for his shares) to
\nreceive payment for their shares, such notice shall include a statement to that
\neffect.<\/p>\n<\/p>\n

SECTION 3. Notice of Annual Meeting<\/u>. Written notice of each annual
\nmeeting of shareholders stating the place, date and hour of the meeting, will be
\ngiven in the manner set forth in Article IV of these By-Laws not less than ten
\nnor more than fifty days before the date of the meeting to each shareholder
\nentitled to vote at the meeting.<\/p>\n<\/p>\n

SECTION 4. Special Meetings<\/u>. Special meetings of shareholders may be
\ncalled at any time for any purpose or purposes, by the Board of Directors, or by
\nthe President, and shall be called by the President or the Secretary upon the
\nwritten request of a majority of the Board of Directors. A request shall state
\nthe purpose or purposes of the proposed meeting.<\/p>\n<\/p>\n

SECTION 5. Notice of Special Meeting<\/u>. Notice of each special meeting
\nof shareholders will be given in the manner set forth in Article IV of these
\nBy-Laws not less than ten nor more than fifty days before the date of the
\nmeeting to each shareholder entitled to vote at the meeting.<\/p>\n<\/p>\n

2<\/p>\n

\n

\n<\/p>\n

Each notice will state the place, date and hour of the meeting, and the
\npurpose or purposes for which the meeting is called and indicate by whom it is
\nbeing called.<\/p>\n<\/p>\n

SECTION 6. Quorum<\/u>. Except as otherwise required by law or the
\nCertificate of Incorporation, the presence in person or by proxy of the holders
\nof record of a majority of the shares entitled to vote at a meeting of
\nshareholders will be necessary, and will constitute a quorum, for the
\ntransaction of business at that meeting. If a quorum is not present or
\nrepresented by proxy at any meeting of stockholders, the holders of a majority
\nof the shares entitled to vote at the meeting who are present in person or
\nrepresented by proxy may adjourn the meeting from time to time until a quorum is
\npresent. An adjourned meeting may be held later without notice other than
\nannouncement at the meeting, except that if after the adjournment a new record
\ndate is fixed for the adjourned meeting, notice of the adjourned meeting shall
\nbe given in the manner set forth in Article IV to each stockholder entitled to
\nvote at the adjourned meeting. At any adjourned meeting at which a quorum is
\npresent any business may be transacted which might have been transacted at the
\nmeeting as originally called.<\/p>\n<\/p>\n

SECTION 7. Qualification of Voters<\/u>. The only persons entitled to
\nnotice of or to vote at any meeting of shareholders will be the persons shown as
\nshareholders of the Corporation on the stock records of the Corporation on the
\nrecord date fixed by the Board of Directors, or, in the absence of a record
\ndate, at the close of business on the date the notice of the meeting is given.\n<\/p>\n<\/p>\n

SECTION 8. Voting<\/u>. At any meeting of shareholders each shareholder
\nhaving the right to vote shall be entitled to vote in person or by proxy. Except
\nas otherwise provided by law or the Certificate of Incorporation, each
\nshareholder will be entitled to one vote for each share of stock entitled to
\nvote standing in his name on the books of the Corporation. Except with respect\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n<\/p>\n

to the election of directors and as otherwise provided by law or in the
\nCertificate of Incorporation or these By-Laws, all matters will be determined by
\nthe vote of the holders of a majority of the shares voting on it.<\/p>\n<\/p>\n

Except as otherwise provided by these By-Laws, a nominee for director shall
\nbe elected by a majority of the votes cast in person or by proxy with respect to
\nsuch nominee153s election at any meeting that includes the election of directors
\nat which a quorum is present. For purposes of this Section, a majority of the
\nvotes cast shall mean that the number of votes cast “for” a nominee153s election
\nexceeds the number of votes cast “against” that nominee153s election.
\nNotwithstanding the foregoing, a nominee for director shall be elected by a
\nplurality of the votes cast in person or by proxy at any meeting that includes
\nthe election of directors at which a quorum is present if, as of the 10th day
\npreceding the date the Corporation first mails its notice of meeting for such
\nmeeting to the shareholders of the Corporation, the number of nominees exceeds
\nthe number of directors to be elected (a “Contested Election”), provided that
\nwith respect to any nominee proposed or nominated by a shareholder, the
\nSecretary of the Corporation shall have received proper notice under Section 2
\nof this Article. For purposes of this Section, if plurality voting is applicable
\nto the election of directors at any meeting, the nominees who receive the
\nhighest number of votes cast “for,” without regard to votes cast “against” or
\n“withhold,” shall be elected as directors up to the total number of directors to
\nbe elected at that meeting. Abstentions and broker non-votes will not count as a
\nvote cast with respect to any election of directors.<\/p>\n<\/p>\n

In order for any incumbent director to become a nominee of the Board of
\nDirectors for further service on the Board of Directors, such person must submit
\nan irrevocable resignation, contingent on (i) that person not receiving a
\nmajority of the votes cast in an election that is not a<\/p>\n<\/p>\n

4<\/p>\n

\n

\n<\/p>\n

Contested Election, and (ii) acceptance of that resignation by the Board of
\nDirectors in accordance with the policies and procedures adopted by the Board of
\nDirectors for such purpose. If an incumbent director fails to receive a majority
\nof votes cast in an election that is not a Contested Election, the Governance
\nCommittee shall recommend to the Board of Directors whether to accept or reject
\nthe resignation of such incumbent director, or whether other action should be
\ntaken. The Board shall act on the resignation, taking into account the
\nGovernance Committee153s recommendation, and within 90 days after the date of
\ncertification of the election results, the Board shall disclose its decision and
\nrationale regarding whether to accept the resignation (or the reasons for
\nrejecting the resignation, if applicable) in a press release, filing with the
\nSecurities and Exchange Commission or by other public announcement. The director
\nwhose resignation is under consideration may not participate in any deliberation
\nor vote of the Governance Committee or Board of Directors regarding his or her
\nresignation. Notwithstanding the foregoing, in the event that no nominee for
\ndirector receives a majority of the votes cast in an election that is not a
\nContested Election, the members of the Governance Committee shall make a final
\ndetermination as to whether the Board shall accept any or all resignations,
\nincluding their own. The Governance Committee and the Board may consider any
\nfactors and other information they deem appropriate and relevant in deciding
\nwhether to accept a director153s resignation.<\/p>\n<\/p>\n

If an incumbent director fails to receive the required vote for re-election
\nin an election that is not a Contested Election and such director153s resignation
\nis not accepted by the Board, such director will continue to serve until the
\nexpiration date of such director153s term in office or until such director153s
\nearlier removal pursuant to Article II, Section 3 of these By-Laws. If such
\ndirector153s resignation is accepted by the Board, or if a nominee for director is
\nnot elected and the<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n

nominee is not an incumbent director, then the Board may fill any resulting
\nvacancy pursuant to Article II, Section 4 of these By-Laws.<\/p>\n<\/p>\n

SECTION 9. Action Without a Meeting<\/u>. Except as otherwise provided by
\nthe Certificate of Incorporation, whenever the vote of shareholders is required
\nor permitted in connection with any corporate action, that action may be taken
\nwithout a meeting on written consent, setting forth the action so taken, signed
\nby the holders of outstanding shares having not less than the minimum number of
\nvotes that would be necessary to authorize or take such action at a meeting at
\nwhich all shares entitled to vote thereon were present and voted.<\/p>\n<\/p>\n

The shareholder or shareholders proposing to take such action shall give
\nnotice of the proposed action, which notice shall be in writing and delivered to
\nand received by the Secretary at the principal office of the Corporation not
\nless than ninety days before the proposed effective date of such action.<\/p>\n<\/p>\n

ARTICLE II<\/strong><\/p>\n

BOARD OF DIRECTORS<\/strong><\/p>\n

\n

SECTION 1. Function<\/u>. The Board of Directors will manage the business
\nof the Corporation, except as otherwise provided by law, the Certificate of
\nIncorporation or these By-Laws.<\/p>\n<\/p>\n

SECTION 2. Number and Term of Office<\/u>. The number of directors
\nconstituting the entire Board of Directors will be such number, not less than
\nthree nor more than twenty, as is determined by resolution of the Board of
\nDirectors from time to time, unless all the shares are owned beneficially and of
\nrecord by less than three shareholders, in which event the number of directors
\nfixed by resolution of the Board may be less than three but not less than the
\nnumber of<\/p>\n<\/p>\n

6<\/p>\n

\n

\n<\/p>\n

shareholders. As used in these By-Laws, “entire Board of Directors” means the
\ntotal number of directors which the Corporation would have if there were no
\nvacancies. Except as provided in Section 4 of this Article, the directors will
\nbe elected at the annual meetings of shareholders. The directors will be divided
\ninto classes and elected for terms as provided in the Certificate of
\nIncorporation.<\/p>\n<\/p>\n

SECTION 3. Removal of Directors<\/u>. Except as otherwise provided by law
\nno director shall be removed prior to the expiration date of his term of office,
\nas such date is defined in the Certificate of Incorporation of the Corporation,
\nexcept for cause and by the affirmative vote of a majority of the entire Board
\nof Directors or of the holders of the percentage of outstanding stock of the
\nCorporation entitled to vote as is set forth in the Certificate of Incorporation
\nof the Corporation. Except as may otherwise be provided by law, cause for
\nremoval shall exist only if the director whose removal is proposed has been
\nconvicted of a felony by a court of competent jurisdiction to be liable for acts
\ncommitted in bad faith or the result of active and deliberate dishonesty and
\nsuch acts were material to the cause of action so adjudicated, or acts in which
\nhe personally gained a financial profit or other advantage to which he was not
\nlegally entitled, or has been adjudicated mentally incompetent by a court of
\ncompetent jurisdiction.<\/p>\n<\/p>\n

SECTION 4. Vacancies<\/u>. Newly created directorships resulting from an
\nincrease in the number of directors and vacancies occurring in the Board may be
\nfilled by the vote of a majority of the directors then in office, even if less
\nthan a quorum exists. Each director so elected will hold office until the next
\nannual meeting of shareholders. Newly created directorships resulting from an
\nincrease in the number of directors and vacancies occurring in the Board also
\nmay be filled by the shareholders of the Corporation at the next annual meeting
\nor any special meeting<\/p>\n<\/p>\n

7<\/p>\n

\n

\n<\/p>\n

called for the purpose, and each director so elected will hold office for the
\nterm provided in the Certificate of Incorporation.<\/p>\n<\/p>\n

SECTION 5. Resignation<\/u>. Any director of the Corporation may resign at
\nany time by giving written notice of his or her resignation to the Board of
\nDirectors, the President or the Secretary of the Corporation. A resignation will
\ntake effect at the time specified in the notice or, if no time is specified, at
\nthe time the notice is given, and the acceptance of a resignation will not be
\nnecessary to make it effective.<\/p>\n<\/p>\n

SECTION 6. Executive Committee and Other Committees<\/u>. By the
\naffirmative vote of a majority of the entire Board, the Board of Directors may
\ndesignate from among its members an Executive Committee and other committees,
\neach consisting of at least three members. The Executive Committee will have all
\nthe authority of the Board of Directors except as otherwise provided by Section
\n712 of the New York Business Corporation Law or other applicable statutes. Any
\nother committees will have such authority as the Board of Directors may provide.
\nThe Board of Directors may designate one or more directors as alternate members
\nof the Executive Committee or any other committee to replace absent members.
\nMembers of all committees will serve at the pleasure of the Board of Directors.\n<\/p>\n<\/p>\n

SECTION 7. Action by Unanimous Written Consent<\/u>. Any action required or
\npermitted to be taken by the Board of Directors or any committee of the Board of
\nDirectors may be taken without a meeting if all the members of the Board or the
\ncommittee consent in writing to the adoption of a resolution authorizing the
\naction. The resolution and the written consents by the members of the Board or
\ncommittee shall be filed with the minutes of the proceedings of the Board or
\ncommittee.<\/p>\n<\/p>\n

8<\/p>\n

\n

\n<\/p>\n

SECTION 8. Participation by Telephone<\/u>. Any director may participate in
\na meeting of the Board of Directors or a committee by conference telephone or
\nsimilar communications equipment which allows all persons participating in the
\nmeeting to hear each other at the same time. Participation by that means will
\nconstitute presence in person at the meeting.<\/p>\n<\/p>\n

ARTICLE III<\/strong><\/p>\n

\n

MEETINGS OF DIRECTORS<\/strong><\/p>\n

\n

SECTION 1. First Meeting<\/u>. The first meeting of each newly elected
\nBoard of Directors will be held immediately following each annual meeting of
\nshareholders. If the meeting is held at the place of the meeting of
\nshareholders, no notice of the meeting need be given to the newly elected
\ndirectors. If the first meeting is not so held, it shall be held at a time and
\nplace specified in a notice given in the manner provided for notice of special
\nmeetings of the Board of Directors.<\/p>\n<\/p>\n

SECTION 2. Regular Meetings<\/u>. Regular meetings of the Board of
\nDirectors may be held upon such notice, or without notice, at such places and at
\nsuch times as may from time to time be designated by the Board of Directors. If
\nany day fixed for a regular meeting is a legal holiday at the place where the
\nmeeting is to be held, the meeting will be held at that place at the same hour
\non the next day which is not a legal holiday.<\/p>\n<\/p>\n

SECTION 3. Special Meetings; Notice<\/u>. Special meetings of the Board of
\nDirectors will be held whenever called by the President, or by the Secretary at
\nthe written request of any two directors. Notice of each special meeting,
\nstating the time and place of the meeting, shall be given in the manner set
\nforth in Article IV of these By-Laws not less than forty-eight hours before the
\ntime the meeting is to be held. A notice need not specify the purpose of any
\nmeeting of the Board of Directors, unless otherwise provided by these By-Laws.\n<\/p>\n<\/p>\n

9<\/p>\n

\n

\n<\/p>\n

SECTION 4. Place of Meeting<\/u>. The Board of Directors may hold its
\nmeetings and keep the books and records of its proceedings at such place or
\nplaces within or outside of the State of New York as the Board may from time to
\ntime determine.<\/p>\n<\/p>\n

SECTION 5. Quorum; Action by the Board<\/u>. A majority of the entire board
\nwill constitute a quorum for the transaction of business. Except as otherwise
\nprovided by these By-Laws, or required by law, the affirmative vote of a
\nmajority of the directors present at any meeting at which a quorum is present
\nwill be required for the taking of an action by the Board of Directors. If a
\nquorum is not present at a meeting of the Board of Directors, a majority of the
\ndirectors present at the meeting may adjourn the meeting from time to time until
\na quorum is present, without notice of the adjourned meeting other than
\nannouncement at the meeting.<\/p>\n<\/p>\n

ARTICLE IV<\/strong><\/p>\n

\n

NOTICES<\/strong><\/p>\n

\n

SECTION 1. Notice to a Shareholder<\/u>. Any notice to a shareholder must
\nbe in writing and given personally, by telephone or by mail. If mailed, a notice
\nwill be deemed given when deposited in the United States mail, postage prepaid,
\ndirected to the shareholder at the address which appears on the Corporation153s
\nshareholder records or, if the shareholder filed with the Secretary of the
\nCorporation a written request that notices to him be mailed to some other
\naddress, then addressed to him at that other address.<\/p>\n<\/p>\n

SECTION 2. Notice to a Director<\/u>. Any notice to a director may be given
\npersonally, by telephone or by mail, facsimile transmission, telegram, cable or
\nsimilar instrumentality. A notice will be deemed given when actually given in
\nperson or by telephone or facsimile transmission, or three business days after
\nhaving been deposited in the United States mails or with the<\/p>\n<\/p>\n

10<\/p>\n

\n

\n<\/p>\n

communications company through which it is given, directed to the director at
\nhis business address or at such other address as the director may have
\ndesignated to the Secretary of the Corporation as the address to which notices
\nshould be sent.<\/p>\n<\/p>\n

SECTION 3. Waiver of Notice<\/u>. Any person may waive notice of any
\nmeeting by signing a written waiver, whether before or after the meeting. In
\naddition, attendance by a shareholder at a meeting in person or by proxy or
\nattendance by a director at a meeting will be deemed a waiver of notice. A
\nwaiver of notice need not specify the purposes of the meeting.<\/p>\n<\/p>\n

ARTICLE V<\/strong><\/p>\n

OFFICERS<\/strong><\/p>\n

\n

SECTION 1. Number<\/u>. The officers of the Corporation will be a
\nPresident, a Chief Financial Officer, a Secretary, and a Comptroller, and the
\nBoard of Directors may also elect a Chairman of the Board, a Vice Chairman of
\nthe Board, one or more Vice Presidents (some of whom may be designated Executive
\nVice Presidents or Senior Vice Presidents), a Treasurer, one or more Assistant
\nSecretaries, Assistant Comptrollers or Assistant Treasurers and such other
\nofficers as it may from time to time deem advisable. Any two or more offices,
\nexcept the offices of President and Secretary, may be held by the same person.
\nNo officers need be a director of the Corporation.<\/p>\n<\/p>\n

SECTION 2. Election and Term of Office<\/u>. Each officer will be elected
\nby the Board of Directors and will hold office for such term, if any, as the
\nBoard of Directors may determine. Any officer may be removed at any time, either
\nwith or without cause, by the vote of a majority of the entire Board of
\nDirectors.<\/p>\n<\/p>\n

11<\/p>\n

\n

\n<\/p>\n

SECTION 3. Resignation<\/u>. Any officer may resign at any time by giving
\nwritten notice to the Board of Directors or to the President. A resignation will
\ntake effect at the time specified in the notice or, if no time is specified, at
\nthe time the notice is given. Acceptance of a resignation will not be necessary
\nto make it effective.<\/p>\n<\/p>\n

SECTION 4. Powers and Duties<\/u>. The President will be the Chief
\nExecutive Officer of the Corporation. The other officers will have the powers,
\nresponsibilities and duties which are customary with regard to the respective
\noffices which they hold, as well as any other powers, responsibilities and
\nduties, and subject to any limitations, which the Board of Directors may specify
\nfrom time to time.<\/p>\n<\/p>\n

SECTION 5. Compensation<\/u>. The Board of Directors will fix the
\ncompensation of the chief executive officer, and subject to the discretion of
\nthe Board of Directors, the chief executive officer shall have the right to fix
\nthe compensation of all other officers and all employees of the Corporation.<\/p>\n<\/p>\n

ARTICLE VI<\/strong><\/p>\n

\n

SHARES AND THEIR TRANSFER<\/strong><\/p>\n

\n

SECTION 1. Certificates<\/u>. The shares of stock of the Corporation will
\nbe represented by certificates, in such form as the Board of Directors may from
\ntime to time prescribe, except that the Board of Directors may provide that some
\nor all of any class or series of shares will be uncertificated shares. No
\ndecision to have uncertificated shares will apply to shares represented by a
\ncertificate until that certificate has been surrendered to the Corporation.<\/p>\n<\/p>\n

SECTION 2. Signatures on Certificates<\/u>. Each certificate will be signed
\nby the President or a Vice President and the Secretary, the Comptroller or the
\nTreasurer or an Assistant Secretary,<\/p>\n<\/p>\n

12<\/p>\n

\n

\n<\/p>\n

Assistant Comptroller or Assistant Treasurer and will be sealed with the seal
\nof the Corporation. If certificates are countersigned by a transfer agent and
\nregistered by a registrar, the signatures of the officers and the seal of the
\nCorporation may be in facsimile. If any officer who has signed or whose
\nfacsimile signature has been placed upon a certificate ceases to hold that
\noffice before the certificate is issued, it may nonetheless be issued by the
\nCorporation with the same effect as if he held the office at the date of issue.\n<\/p>\n<\/p>\n

SECTION 3. Lost or Destroyed Certificates<\/u>. The Corporation may issue a
\nnew certificate in place of any certificate issued by the Corporation which is
\nalleged to have been lost or destroyed. The Board of Directors may prescribe any
\nconditions precedent to the issuance of the new certificate which it deems
\nappropriate and may require a bond sufficient to indemnify the Corporation
\nagainst any claim that may be made against it with regard to the allegedly lost
\nor destroyed certificate or because of the issuance of the new certificate.<\/p>\n<\/p>\n

SECTION 4. Record Date<\/u>. The Board of Directors may fix in advance a
\ndate as the record date for determination of the shareholders entitled to notice
\nof or to vote at any meeting of shareholders, or to express consent to, or
\ndissent from, any proposal without a meeting, or to receive payment of any
\ndividend or allotment of any rights, or to take or be the subject of any other
\naction. A record date, will be not less than ten nor more than fifty days before
\nthe date of the meeting to which it relates, nor more than fifty days before any
\nother action. A determination of shareholders entitled to notice of or to vote
\nat any meeting of shareholders which has been made as provided in this Section
\nwill apply to any adjournment of that meeting, unless the Board of Directors
\nfixes a new record date for the adjourned meeting.<\/p>\n<\/p>\n

13<\/p>\n

\n

\n<\/p>\n

SECTION 5. Ownership<\/u>. The Corporation will be entitled to treat a
\nperson registered on its books as the owner of shares as the owner of those
\nshare for all purposes, including the right to receive dividends, to vote, or to
\nexercise any other rights or privileges of an owner with regard to those shares.\n<\/p>\n<\/p>\n

SECTION 6. Rules and Regulations<\/u>. The Board of Directors may make such
\nrules and regulations as it deems appropriate concerning the issue, transfer and
\nregistration of certificates representing shares of stock of the Corporation.\n<\/p>\n<\/p>\n

ARTICLE VII<\/strong><\/p>\n

CORPORATE SEAL<\/strong><\/p>\n

\n

The Board of Directors will provide a suitable seal containing the name of
\nthe Corporation. The seal will be in the charge of the Secretary. A duplicate
\nseal may be kept and used.<\/p>\n<\/p>\n

ARTICLE VIII<\/strong><\/p>\n

FISCAL YEAR<\/strong><\/p>\n

\n

The fiscal year of the Corporation will end at the close of business on the
\nthirty-first day of December in each year.<\/p>\n<\/p>\n

ARTICLE IX<\/strong><\/p>\n

\n

INDEMNIFICATION<\/strong><\/p>\n

\n

SECTION 1. Indemnification : Third Party and Derivative Actions<\/u>.<\/p>\n<\/p>\n

(a) The Corporation shall indemnify any person made, or threatened to be
\nmade, a party to an action or proceeding (including, without limitation, one by
\nor in the right of the Corporation to procure a judgment in its favor), whether
\ncivil or criminal,<\/p>\n<\/p>\n

14<\/p>\n

\n

\n<\/p>\n

including an action by or in the right of any other Corporation of any type
\nor kind, domestic or foreign, or any partnership, joint venture, trust, employee
\nbenefit plan or other enterprise, which any director or officer of the
\nCorporation served in any capacity at the request of the Corporation, by reason
\nof the fact that he, his testator or intestate, was a director or officer of the
\nCorporation, or served such other corporation, partnership, joint venture,
\ntrust, employee benefit plan or other enterprise at the request of the
\nCorporation in any capacity, against judgments, fines, amounts paid in
\nsettlement and reasonable expenses, including attorneys153 fees actually and
\nnecessarily incurred as a result of such action or proceeding, or any appeal
\ntherein, provided that no indemnification may be made to or on behalf of such
\nperson if (i) his or her acts were committed in bad faith or were the result of
\nhis or her active and deliberate dishonesty and were material to such action or
\nproceedings or (ii) he or she personally gained in fact a financial profit or
\nother advantage to which he or she was not legally entitled.<\/p>\n<\/p>\n

(b) The termination of any such civil or criminal action or proceeding by
\njudgment, settlement, conviction or upon a plea of nolo contendere or its
\nequivalent, shall not in itself create a presumption that any such person did
\nnot act, in good faith, for a purpose which he or she reasonably believed to be
\nin, or, in the case of service for any other corporation or any partnership,
\njoint venture, trust, employee benefit plan or other enterprise, not opposed to,
\nthe best interests of the Corporation or that he or she had reasonable cause to
\nbelieve that his or her conduct was unlawful.<\/p>\n<\/p>\n

SECTION 2. Other Indemnification<\/u>. The Corporation may, to the fullest
\nextent permitted by law, indemnify or advance the expenses of any other person
\nincluding agents and<\/p>\n<\/p>\n

15<\/p>\n

\n

\n<\/p>\n

employees to whom the Corporation is permitted by law to provide
\nindemnification or advancement of expenses.<\/p>\n<\/p>\n

SECTION 3. Payment of Expenses in Advance<\/u>. To the fullest extent
\npermitted by the New York Business Corporation Law, the Corporation will advance
\nto any person who may be entitled to indemnification under Sections 1 or 2 sums
\nwith which to pay expenses incurred by that person in defending against the
\nclaims, actions or proceedings for which such person may become entitled to
\nindemnification, upon receipt of an undertaking by or on behalf of such person
\nto repay the sums which are advanced if it is ultimately determined that such
\nperson is not entitled to indemnification under Sections 1 or 2 to the extent
\nthe sums which are advanced exceed the indemnification to which such person is
\nentitled.<\/p>\n<\/p>\n

SECTION 4. Enforcement; Defenses<\/u>. The right to indemnification or
\nadvancement of expenses granted by this Article shall be enforceable by the
\nperson in any court of competent jurisdiction if the Corporation denies such
\nrequest, in whole or in part, or if no disposition thereof is made within 60
\ndays. Such person153s expenses incurred in connection with successfully
\nestablishing his or her right to indemnification, in whole or in part, in any
\nsuch action shall also be indemnified by the Corporation. It shall be a defense
\nto any such action (other than an action brought to enforce a claim for the
\nadvancement of expenses under Section 3 of this Article where the required
\nundertaking has been received by the Corporation) that the claimant has
\nconducted himself or herself in a manner which would preclude the Corporation
\nfrom indemnifying him or her pursuant to Sections 1 or 2 of this Article, but
\nthe burden of proving such defense shall be on the Corporation. Neither the
\nfailure of the Corporation (including its Board of Directors, its independent
\nlegal counsel, and its shareholders) to have made a determination that
\nindemnification of the claimant is proper in the circumstances, nor the fact
\nthat there has been an<\/p>\n<\/p>\n

16<\/p>\n

\n

\n<\/p>\n

actual determination by the Corporation (including its Board of Directors,
\nits independent legal counsel, and its shareholders) that indemnification of the
\nclaimant is not proper in the circumstances shall be a defense to the action or
\ncreate a presumption that the claimant is not entitled to indemnification.<\/p>\n<\/p>\n

SECTION 5. Survival; Savings Clause; Preservation of Other Rights<\/u>.<\/p>\n<\/p>\n

(a) The foregoing indemnification provisions shall be deemed to be a contract
\nbetween the Corporation and each person who serves in such capacity at any time
\nwhile these provisions are in effect, and any repeal or modification of the New
\nYork Business Corporation Law shall not affect any right or obligation then
\nexisting with respect to any state of facts then or previously existing or any
\naction or proceeding previously or thereafter brought or threatened based in
\nwhole or in part upon any such state of facts, except as provided by law. Such a
\ncontract right may not be modified retroactively without the consent of such
\nperson, except as provided by law.<\/p>\n<\/p>\n

(b) If this Article or any portion hereof shall be invalidated on any ground
\nby any court of competent jurisdiction, then the Corporation shall nevertheless
\nindemnify each person against judgments, fines, amounts paid in settlement and
\nexpenses (including attorneys153 fees) incurred in connection with any actual or
\nthreatened action or proceeding, whether civil or criminal, including any actual
\nor threatened action by or in the right of the Corporation, or any appeal
\ntherein, to the full extent permitted by any applicable portion of this Article
\nthat shall not have been invalidated and to the full extent permitted by
\napplicable law.<\/p>\n<\/p>\n

(c) The indemnification provided by this Article shall not be deemed
\nexclusive of any other rights to which those indemnified may be entitled under
\nany other<\/p>\n<\/p>\n

17<\/p>\n

\n

\n<\/p>\n

by-law, agreement, vote of shareholders or directors or otherwise, both as to
\naction in his or her official capacity and as to action in another capacity
\nwhile holding such office, and shall continue as to a person who has ceased to
\nbe a director or officer and shall inure to the benefit of the heirs, executors
\nand administrators of such a person. The Corporation is hereby authorized to
\nprovide further indemnification if it deems advisable by resolution of
\nshareholders or directors, by amendment of these by-laws or by agreement.<\/p>\n<\/p>\n

SECTION 6. New York Business Corporation Law<\/u>. All references to the
\nNew York Business Corporation Law in this Article IX shall mean such Law as it
\nmay from time to time be amended.<\/p>\n<\/p>\n

SECTION 7. Insurance<\/u>. The Corporation may purchase and maintain
\ninsurance to indemnify officers, directors and others against costs or
\nliabilities incurred by them in connection with the performance of their duties
\nand any activities undertaken by them for, or at the request of, the
\nCorporation, to the fullest extent permitted by the New York Business
\nCorporation Law.<\/p>\n<\/p>\n

ARTICLE X<\/strong><\/p>\n

SECURITY<\/strong><\/p>\n

\n

The Board of Directors may require any officer, agent or employee to give
\nsecurity for the faithful performance of his or her duties.<\/p>\n<\/p>\n

ARTICLE XI<\/strong><\/p>\n

AMENDMENTS<\/strong><\/p>\n

\n

Any By-Law, including this Article XI, may be amended or repealed, in whole
\nor in part, and new by-laws may be adopted, only (i) by the affirmative vote of
\nthe holders of a majority of<\/p>\n<\/p>\n

18<\/p>\n

\n

\n<\/p>\n

the votes cast for such action, or (ii) by the affirmative vote of a majority
\nof the entire Board of Directors.<\/p>\n<\/p>\n

19<\/p>\n

\n

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