{"id":41555,"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-overture-services-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-overture-services-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-overture-services-inc.html","title":{"rendered":"Bylaws &#8211; Overture Services Inc."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n                                     BYLAWS\n                                       OF\n                             OVERTURE SERVICES, INC.\n\n                             AS OF NOVEMBER 15, 2002\n\n                                       -1\n\n                                    ARTICLE I\n\n                                CORPORATE OFFICES\n\n         1.1      REGISTERED OFFICE\n\n         The registered office of the corporation shall be in the City of Dover,\nCounty of Kent, State of Delaware. The name of the registered agent of the\ncorporation at such location is The Corporation Trust Company.\n\n         1.2      OTHER OFFICES\n\n         The board of directors may at any time establish other offices at any\nplace or places where the corporation is qualified to do business.\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n         2.1      PLACE OF MEETINGS\n\n         Meetings of stockholders shall be held at any place, within or outside\nthe State of Delaware, designated by the board of directors. In the absence of\nany such designation, stockholders' meetings shall be held at the registered\noffice of the corporation.\n\n         2.2      ANNUAL MEETING\n\n         The annual meeting of stockholders shall be held each year on a date\nand at a time designated by the board of directors. At the meeting, directors\nshall be elected and any other proper business may be transacted.\n\n         2.3      SPECIAL MEETING\n\n         Subject to the rights of the holders of any series of stock having a\npreference over the common stock of the corporation as to dividends or upon\nliquidation (\"Preferred Stock\"), special meetings of the stockholders may be\ncalled at any time only by the board of directors, or by the chairman of the\nboard, or by the president. Only such business shall be considered at a special\nmeeting of stockholders as shall have been stated in the notice for such\nmeeting.\n\n                                       -2\n\n         2.4      NOTICE OF STOCKHOLDERS' MEETINGS\n\n         All notices of meetings with stockholders shall be in writing and shall\nbe sent or otherwise given in accordance with Section 2.5 of these bylaws not\nless than ten (10) nor more than sixty (60) days before the date of the meeting\nto each stockholder entitled to vote at such meeting. The notice shall specify\nthe place, date, and hour of the meeting, and, in the case of a special meeting,\nthe purpose or purposes for which the meeting is called. Any previously\nscheduled meeting of the stockholders may be postponed, and (unless the\ncertificate of incorporation otherwise provides) any special meeting of the\nstockholders may be cancelled, by resolution of the board of directors upon\npublic notice given prior to the date previously scheduled for such meeting of\nstockholders.\n\n         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE\n\n         Written notice of any meeting of stockholders, if mailed, is given when\ndeposited in the United States mail, postage prepaid, directed to the\nstockholder at his address as it appears on the records of the corporation and\notherwise is given when delivered. An affidavit of the secretary or an assistant\nsecretary or of the transfer agent of the corporation that the notice has been\ngiven shall, in the absence of fraud, be prima facie evidence of the facts\nstated therein.\n\n         2.6      QUORUM\n\n         The holders of a majority of the stock issued and outstanding and\nentitled to vote thereat, present in person or represented by proxy, shall\nconstitute a quorum at all meetings of the stockholders for the transaction of\nbusiness, except as otherwise provided by statute or the certificate of\nincorporation. If, however, such quorum is not present or represented at any\nmeeting of the stockholders, then a majority of the stockholders entitled to\nvote thereat, present in person or represented by proxy, shall have power to\nadjourn the meeting from time to time, without notice other than announcement at\nthe meeting, until a quorum is present or represented. At such adjourned meeting\nat which a quorum is present or represented, any business may be transacted that\nmight have been transacted at the meeting as originally noticed. The\nstockholders present at a duly called meeting at which a quorum is present may\ncontinue to transact business until adjournment, notwithstanding the withdrawal\nof enough stockholders to leave less than a quorum.\n\n         2.7      ADJOURNED MEETING; NOTICE\n\n         When a meeting is adjourned to another time or place, unless these\nbylaws otherwise require, notice need not be given of the adjourned meeting if\nthe time and place thereof are announced at the meeting at which the adjournment\nis taken. At the adjourned meeting the corporation may transact any business\nthat might have been transacted at the original meeting. If the adjournment is\nfor more than thirty (30) days, or if after the adjournment a new record date is\nfixed for the adjourned meeting, a notice of the adjourned meeting shall be\ngiven to each stockholder of record entitled to vote at the\n\n                                       -3\n\nmeeting. The chairman of the meeting shall have the power to adjourn any meeting\nof stockholders for any reason and the stockholders shall have the power to\nadjourn any meeting of stockholders in accordance with Section 2.6 of these\nbylaws.\n\n         2.8      VOTING\n\n         The stockholders entitled to vote at any meeting of stockholders shall\nbe determined in accordance with the provisions of Section 2.10 of these bylaws,\nsubject to the provisions of Sections 217 and 218 of the General Corporation Law\nof Delaware (relating to voting rights of fiduciaries, pledgors and joint owners\nof stock and to voting trusts and other voting agreements).\n\n         2.9      WAIVER OF NOTICE\n\n         Whenever notice is required to be given under any provision of the\nGeneral Corporation Law of Delaware or of the certificate of incorporation or\nthese bylaws, a written waiver thereof, signed by the person entitled to notice,\nwhether before or after the time stated therein, shall be deemed equivalent to\nnotice. Attendance of a person at a meeting shall constitute a waiver of notice\nof such meeting, except when the person attends a meeting for the express\npurpose of objecting, at the beginning of the meeting, to the transaction of any\nbusiness because the meeting is not lawfully called or convened. Neither the\nbusiness to be transacted at, nor the purpose of, any regular or special meeting\nof the stockholders need be specified in any written waiver of notice unless so\nrequired by the certificate of incorporation or these bylaws.\n\n         2.10     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING\n\n         In order that the corporation may determine the stockholders entitled\nto notice of or to vote at any meeting of stockholders or any adjournment\nthereof, or entitled to receive payment of any dividend or other distribution or\nallotment of any rights, or entitled to exercise any rights in respect of any\nchange, conversion or exchange of stock or for the purpose of any other lawful\naction, the board of directors may fix, in advance, a record date, which shall\nnot be more than sixty (60) nor less than ten (10) days before the date of such\nmeeting, nor more than sixty (60) days prior to any other action.\n\n         If the board of directors does not so fix a record date:\n\n                  (i) The record date for determining stockholders entitled to\n                  notice of or to vote at a meeting of stockholders shall be at\n                  the close of business on the day next preceding the day on\n                  which notice is given, or, if notice is waived, at the close\n                  of business on the day next preceding the day on which the\n                  meeting is held.\n\n                  (ii) The record date for determining stockholders for any\n                  other purpose shall be at the close of business on the day on\n                  which the board of directors adopts the resolution relating\n                  thereto.\n\n                                       -4\n\n         A determination of stockholders of record entitled to notice of or to\nvote at a meeting of stockholders shall apply to any adjournment of the meeting;\nprovided, however, that the board of directors may fix a new record date for the\nadjourned meeting.\n\n         2.11     PROXIES\n\n         Each stockholder entitled to vote at a meeting of stockholders may\nauthorize another person or persons to act for him by a written proxy, signed by\nthe stockholder and filed with the secretary of the corporation, but no such\nproxy shall be voted or acted upon after three (3) years from its date, unless\nthe proxy provides for a longer period. A proxy shall be deemed signed if the\nstockholder's name is placed on the proxy (whether by manual signature,\ntypewriting, telegraphic transmission or otherwise) by the stockholder or the\nstockholder's attorney-in-fact. The revocability of a proxy that states on its\nface that it is irrevocable shall be governed by the provisions of Section\n212(c) of the General Corporation Law of Delaware.\n\n         2.12     LIST OF STOCKHOLDERS ENTITLED TO VOTE\n\n         The officer who has charge of the stock ledger of a corporation shall\nprepare and make, at least ten (10) days before every meeting of stockholders, a\ncomplete list of the stockholders entitled to vote at the meeting, arranged in\nalphabetical order, and showing the address of each stockholder and the number\nof shares registered in the name of each stockholder. Such list shall be open to\nthe examination of any stockholder, for any purpose germane to the meeting,\nduring ordinary business hours, for a period of at least ten (10) days prior to\nthe meeting, either at a place within the city where the meeting is to be held,\nwhich place shall be specified in the notice of the meeting, or, if not so\nspecified, at the place where the meeting is to be held. The list shall also be\nproduced and kept at the time and place of the meeting during the whole time\nthereof, and may be inspected by any stockholder who is present.\n\n         2.13     NOMINATIONS AND PROPOSALS\n\n         Nominations of persons for election to the board of directors of the\ncorporation and the proposal of business to be considered by the stockholders\nmay be made at any meeting of stockholders only (a) pursuant to the\ncorporation's notice of meeting, (b) by or at the direction of the board of\ndirectors or (c) by any stockholder of the corporation who was a stockholder of\nrecord at the time of giving of notice provided for in these bylaws, who is\nentitled to vote at the meeting and who complies with the notice procedures set\nforth in this Section 2.13 and, for purposes of this clause (c), only at an\nannual meeting of stockholders or, solely for nominations of persons for\nelection to the board of directors of the corporation, at any meeting at which\ndirectors are to be elected.\n\n         For nominations or other business to be properly brought before a\nstockholders meeting by a stockholder pursuant to clause (c) of the preceding\nsentence, the stockholder must have given timely notice thereof in writing to\nthe secretary of the corporation and\n\n                                       -5\n\nsuch other business must otherwise be a proper matter for stockholder action. To\nbe timely, a stockholder's notice shall be delivered to the secretary at the\nprincipal executive offices of the corporation (i) not later than the close of\nbusiness on the 90th day nor earlier than the close of business on the 120th day\nprior to the first anniversary of the preceding year's annual meeting, or (ii)\nnot less than later than the close of business on the 45th day nor earlier than\nthe close of business on the 75th day prior to the first anniversary of the date\non which the corporation first mailed its proxy materials for the preceding\nyear's annual meeting, which ever period described in clause (i) or (ii) of this\nsentence first occurs; provided, however, that in the event that the date of the\nannual meeting is more than 30 days before or more than 60 days after such\nanniversary date, and in respect of nominations to be brought before a special\nmeeting, where permitted, notice by the stockholder to be timely must be so\ndelivered not earlier than the close of business on the 120th day prior to such\nmeeting and not later than the close of business on the later of (x) the 90th\nday prior to such meeting and (y) the 10th day following the day on which public\nannouncement of the date of such meeting is first made by the corporation. For\npurposes of this Section 2.13, \"public announcement\" shall mean disclosure in a\npress release reported by the Dow Jones News Service, Associated Press or a\ncomparable national news service or in a document publicly filed by the\ncorporation with the Securities and Exchange Commission. In no event shall the\npublic announcement of an adjournment or postponement of a stockholders meeting\ncommence a new time period for the giving of a stockholder's notice as described\nabove. Such stockholder's notice shall set forth (a) as to each person whom the\nstockholder proposes to nominate for election or reelection as a director all\ninformation relating to such person that is required to be disclosed in\nsolicitations of proxies for election of directors in an election contest, or is\notherwise required, in each case pursuant to Regulation 14A under the Securities\nExchange Act of 1934, as amended (or any successor thereto) and Rule 14a-11\nthereunder (or any successor thereto) (including such person's written consent\nto being named in the proxy statement as a nominee and to serving as a director\nif elected), as well as a written statement executed by such person\nacknowledging that, as a director of the corporation, such person will owe a\nfiduciary duty, under the General Corporation Law of the State of Delaware,\nexclusively to the corporation and its stockholders; (b) as to any other\nbusiness that the stockholder proposes to bring before the meeting, a brief\ndescription of the business desired to be brought before the meeting, the\nreasons for conducting such business at the meeting and any material interest in\nsuch business of such stockholder and the beneficial owner, if any, on whose\nbehalf the proposal is made; and (c) as to the stockholder giving the notice and\nthe beneficial owner, if any, on whose behalf the nomination or proposal is made\n(i) the name and address of such stockholder, as they appear on the\ncorporation's books, and of such beneficial owner, and (ii) the class and number\nof shares of the corporation which are owned beneficially and of record by such\nstockholder and such beneficial owner. Notwithstanding any provision herein to\nthe contrary, no business shall be conducted at a stockholders meeting except in\naccordance with the procedures set forth in this Section 2.13.\n\n         If the stockholder has provided the corporation with a notice as\ndescribed above, the stockholder must have delivered a proxy statement and form\nof proxy to holders of a sufficient number of shares, in the case of a\nnomination, to elect such nominee, and in the case of the proposal of other\nbusiness, to carry such proposal.\n\n                                       -6\n\n         Only such persons who are nominated in accordance with the procedures\nset forth in these bylaws shall be eligible to serve as directors and only such\nbusiness shall be conducted at a meeting of stockholders as shall have been\nbrought before the meeting in accordance with the procedures set forth in these\nbylaws. Except as otherwise provided by law, the chairman of the meeting shall\nhave the power and duty to determine whether a nomination or any business\nproposed to be brought before the meeting was made or proposed, as the case may\nbe, in accordance with the procedures set forth in these bylaws and, if any\nproposed nomination or business is not in compliance with these bylaws, to\ndeclare that such defective proposal or nomination be disregarded.\n\n         The chairman of the meeting shall fix and announce at the meeting the\ndate and time of the opening and the closing of the polls for each matter upon\nwhich the stockholders will vote at a meeting.\n\n         2.14     ORGANIZATION\n\n         Meetings of stockholders shall be presided over by the chairman of the\nboard of directors, or, in the absence thereof, such person as the chairman of\nthe board shall appoint, or, in the absence thereof or in the event that the\nchairman of the board shall fail to make such appointment, such person as the\nchairman of the executive committee shall appoint, or, in the absence thereof or\nin the event that the chairman of the executive committee shall fail to make\nsuch appointment, any officer of the corporation elected by the board of\ndirectors. The secretary or in his or her absence an assistant secretary or in\nthe absence of the secretary and all assistant secretaries a person whom the\nchairman of the meeting shall appoint shall act as secretary of the meeting and\nkeep a record of the proceedings thereof.\n\n         The board of directors by resolution shall appoint one or more\nInspectors, which Inspector or Inspectors may include individuals who serve the\ncorporation in other capacities, including, without limitation, as officers,\nemployees, agents or representatives, to act at the meetings of stockholders and\nmake a written report thereof. One or more persons may be designated as\nalternate Inspectors to replace any Inspector who fails to act. If no Inspector\nor alternate has been appointed to act or is able to act at a meeting of\nstockholders, the chairman of the meeting shall appoint one or more Inspectors\nto act at the meeting. Each Inspector, before discharging his or her duties,\nshall take and sign an oath faithfully to execute the duties of Inspector with\nstrict impartiality and according to the best of his or her ability. The\nInspectors shall have the duties prescribed by law.\n\n         At each meeting of the stockholders, the proxies and ballots shall be\nreceived and be taken in charge, and all questions touching the qualification of\nvoters and the validity of proxies and the acceptance or rejection of votes\nshall be decided, by the Inspectors.\n\n         The board of directors of the corporation shall be entitled to make\nsuch rules or regulations for the conduct of meetings of stockholders as it\nshall deem necessary, appropriate or convenient. Subject to such rules and\nregulations of the board of directors, if any, the chairman of the meeting shall\nhave the right and authority to prescribe such\n\n                                       -7\n\nrules, regulations and procedures and to do all such acts as, in the judgment of\nsuch chairman, are necessary, appropriate or convenient for the proper conduct\nof the meeting, including, without limitation, establishing an agenda or order\nof business for the meeting, rules and procedures for maintaining order at the\nmeeting and the safety of those present, limitations on participation in such\nmeeting to stockholders of record of the corporation and their duly authorized\nand constituted proxies, and such other persons as the chairman shall permit,\nrestrictions on entry to the meeting after the time fixed for the commencement\nthereof, limitations on the time allotted to questions or comments by\nparticipants and regulation of the opening and closing of the polls for\nballoting and matters which are to be voted on by ballot. Unless and to the\nextent determined by the board of directors or the chairman of the meeting,\nmeetings of stockholders shall not be required to be held in accordance with\nrules of parliamentary procedure.\n\n                                   ARTICLE III\n\n                                    DIRECTORS\n\n         3.1      POWERS\n\n         The business and affairs of the corporation shall be managed by or\nunder the direction of the board of directors. In addition to the powers and\nauthorities these bylaws expressly confer upon them, the board may exercise all\nsuch powers of the corporation and do all such lawful acts and things as are not\nby statute or by the certificate of incorporation or by these bylaws required to\nbe exercised or done by the stockholders.\n\n         3.2      NUMBER OF DIRECTORS\n\n         Subject to the rights of the holders of any series of Preferred Stock\nto elect directors under specified circumstances, the authorized number of\ndirectors shall be eight (8). Subject to the rights of the holders of any series\nof Preferred Stock to elect directors under specified circumstances, the number\nof directors may be changed only by a duly adopted amendment to the certificate\nof incorporation or by an amendment to this bylaw adopted by resolution of a\nmajority of the total number of directors that the corporation would have if\nthere were no vacancies.\n\n         No reduction of the authorized number of directors shall have the\neffect of removing any director before that director's term of office expires.\n\n                                       -8\n\n         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS\n\n         Except as provided in the certificate of incorporation and Section 3.4\nof these bylaws, at each annual meeting of stockholders, directors elected to\nsucceed those directors whose terms then expire shall be elected for a term of\noffice to expire at the third succeeding annual meeting of stockholders after\ntheir election, with each director to hold office until his or her successor\nshall have been duly elected and qualified. Directors need not be stockholders\nunless so required by the certificate of incorporation or these bylaws, wherein\nother qualifications for directors may be prescribed. Each director, including a\ndirector elected to fill a vacancy, shall hold office until his successor is\nelected and qualified or until his earlier resignation or removal.\n\n         Election of directors at all meetings of the stockholders at which\ndirectors are to be elected shall be by ballot, and, subject to the rights of\nthe holders of any series of Preferred Stock to elect directors under specified\ncircumstances, a plurality of the votes cast thereat shall elect directors.\n\n         3.4      RESIGNATION AND VACANCIES\n\n         Any director may resign at any time upon written notice to the\ncorporation. When one or more directors so resigns and the resignation is\neffective at a future date, a majority of the directors then in office,\nincluding those who have so resigned, shall have power to fill such vacancy or\nvacancies, the vote thereon to take effect when such resignation or resignations\nshall become effective, and each director so chosen shall hold office as\nprovided in this section in the filling of other vacancies.\n\n         Unless otherwise provided in the certificate of incorporation or these\nbylaws:\n\n                           (i) Vacancies and newly created directorships\n                  resulting from any increase in the authorized number of\n                  directors elected by all of the stockholders having the right\n                  to vote as a single class may be filled by a majority of the\n                  directors then in office, although less than a quorum, or by a\n                  sole remaining director.\n\n                           (ii) Whenever the holders of any class or classes of\n                  stock or series thereof are entitled to elect one or more\n                  directors by the provisions of the certificate of\n                  incorporation, vacancies and newly created directorships of\n                  such class or classes or series may be filled by a majority of\n                  the directors elected by such class or classes or series\n                  thereof then in office, or by a sole remaining director so\n                  elected.\n\n         Any directors chosen pursuant to this Section 3.4 shall hold office for\na term expiring at the annual meeting of stockholders at which the term of\noffice of the class to which they have been appointed expires and until such\ndirector's successor shall have been duly elected and qualified.\n\n                                       -9\n\n         If at any time, by reason of death or resignation or other cause, the\ncorporation should have no directors in office, then any officer or any\nstockholder or an executor, administrator, trustee or guardian of a stockholder,\nor other fiduciary entrusted with like responsibility for the person or estate\nof a stockholder, may call a special meeting of stockholders in accordance with\nthe provisions of the certificate of incorporation or these bylaws, or may apply\nto the Court of Chancery for a decree summarily ordering an election as provided\nin Section 211 of the General Corporation Law of Delaware.\n\n         If, at the time of filling any vacancy or any newly created\ndirectorship, the directors then in office constitute less than a majority of\nthe whole board (as constituted immediately prior to any such increase), then\nthe Court of Chancery may, upon application of any stockholder or stockholders\nholding at least ten (10) percent of the total number of the shares at the time\noutstanding having the right to vote for such directors, summarily order an\nelection to be held to fill any such vacancies or newly created directorships,\nor to replace the directors chosen by the directors then in office as aforesaid,\nwhich election shall be governed by the provisions of Section 211 of the General\nCorporation Law of Delaware as far as applicable.\n\n         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE\n\n         The board of directors of the corporation may hold meetings, both\nregular and special, either within or outside the State of Delaware.\n\n         Unless otherwise restricted by the certificate of incorporation or\nthese bylaws, members of the board of directors, or any committee designated by\nthe board of directors, may participate in a meeting of the board of directors,\nor any committee, by means of conference telephone or similar communications\nequipment by means of which all persons participating in the meeting can hear\neach other, and such participation in a meeting shall constitute presence in\nperson at the meeting.\n\n         3.6      FIRST MEETINGS\n\n         The first meeting of each newly elected board of directors shall be\nheld immediately after, and at the same location as, the annual meeting of\nstockholders, unless the Board shall fix another time and place and give notice\nthereof (or obtain waivers of notice thereof) in the manner required herein for\nspecial meetings of directors, and no notice of such meeting shall be necessary\nto the newly elected directors in order legally to constitute the meeting,\nexcept as provided in this Section 3.6 and provided that a quorum shall be\npresent.\n\n         3.7      REGULAR MEETINGS\n\n         Regular meetings of the board of directors may be held without notice\nat such time and at such place as shall from time to time be determined by the\nboard.\n\n                                      -10\n\n         3.8      SPECIAL MEETINGS; NOTICE\n\n         Special meetings of the board of directors for any purpose or purposes\nmay be called at any time by the chairman of the board, the chief executive\nofficer, the president or a majority of the members of the board of directors\nthen in office.\n\n         The person or persons authorized to call special meetings of the board\nmay fix the place and time of the meetings. The secretary or any assistant\nsecretary shall give notice of any special meeting to each director personally\nor by telephone to each director or sent by first-class mail, overnight mail,\ncourier service or telegram, postage or charges prepaid, addressed to each\ndirector at that director's address as it is shown on the records of the\ncorporation. If the notice is by mail, such notice shall be deposited in the\nUnited States mail at least four (4) days before the time of the holding of the\nmeeting. If the notice is by telegram, overnight mail or courier service, such\nnotice shall be deemed adequately delivered when the telegram is delivered to\nthe telegraph company or the notice is delivered to the overnight mail or\ncourier service company at least twenty-four (24) hours before such meeting. If\nby facsimile transmission, such notice shall be deemed adequately delivered when\nthe notice is transmitted at least twenty-four (24) hours before such meeting.\nIf by telephone or by hand delivery, the notice shall be given at least\ntwenty-four (24) hours prior to the time set for the meeting. Any oral notice\ngiven personally or by telephone may be communicated either to the director or\nto a person at the office of the director who the person giving the notice has\nreason to believe will promptly communicate it to the director. The notice need\nnot specify the purpose or the place of the meeting, if the meeting is to be\nheld at the principal executive office of the corporation.\n\n         3.9      QUORUM\n\n         At all meetings of the board of directors, a majority of the authorized\nnumber of directors shall constitute a quorum for the transaction of business\nand the act of a majority of the directors present at any meeting at which there\nis a quorum shall be the act of the board of directors, except as may be\notherwise specifically provided by statute or by the certificate of\nincorporation. If a quorum is not present at any meeting of the board of\ndirectors, then the directors present thereat may adjourn the meeting from time\nto time, without notice other than announcement at the meeting, until a quorum\nis present. The directors present at a duly organized meeting may continue to\ntransact business until adjournment, notwithstanding the withdrawal of enough\ndirectors to leave less than a quorum.\n\n         3.10     WAIVER OF NOTICE\n\n         Whenever notice is required to be given under any provision of the\nGeneral Corporation Law of Delaware or of the certificate of incorporation or\nthese bylaws, a written waiver thereof, signed by the person entitled to notice,\nwhether before or after the time stated therein, shall be deemed equivalent to\nnotice. Attendance of a person at a meeting shall constitute a waiver of notice\nof such meeting, except when the person\n\n                                      -11\n\nattends a meeting for the express purpose of objecting, at the beginning of the\nmeeting, to the transaction of any business because the meeting is not lawfully\ncalled or convened. Neither the business to be transacted at, nor the purpose\nof, any regular or special meeting of the directors, or members of a committee\nof directors, need be specified in any written waiver of notice unless so\nrequired by the certificate of incorporation or these bylaws.\n\n         3.11     ADJOURNED MEETING; NOTICE\n\n         If a quorum is not present at any meeting of the board of directors,\nthen the directors present thereat may adjourn the meeting from time to time,\nwithout notice other than announcement at the meeting, until a quorum is\npresent.\n\n         3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING\n\n         Unless otherwise restricted by the certificate of incorporation or\nthese bylaws, any action required or permitted to be taken at any meeting of the\nboard of directors, or of any committee thereof, may be taken without a meeting\nif all members of the board or committee, as the case may be, consent thereto in\nwriting and the writing or writings are filed with the minutes of proceedings of\nthe board or committee.\n\n         3.13     FEES AND COMPENSATION OF DIRECTORS\n\n         Unless otherwise restricted by the certificate of incorporation or\nthese bylaws, the board of directors shall have the authority to fix the\ncompensation of directors.\n\n         3.14     APPROVAL OF LOANS TO OFFICERS\n\n         The corporation may lend money to, or guarantee any obligation of, or\notherwise assist any officer or other employee of the corporation or of its\nsubsidiary, including any officer or employee who is a director of the\ncorporation or its subsidiary, whenever, in the judgment of the directors, such\nloan, guaranty or assistance may reasonably be expected to benefit the\ncorporation. The loan, guaranty or other assistance may be with or without\ninterest and may be unsecured, or secured in such manner as the board of\ndirectors shall approve, including, without limitation, a pledge of shares of\nstock of the corporation. Nothing contained in this section shall be deemed to\ndeny, limit or restrict the powers of guaranty or warranty of the corporation at\ncommon law or under any statute.\n\n         3.15     REMOVAL OF DIRECTORS\n\n         Subject to the rights of the holders of any series of Preferred Stock\nwith respect to such series of Preferred Stock, unless otherwise restricted by\nstatute, by the certificate of incorporation or by these bylaws, any director or\nall of the directors may be removed from the board, but only for cause and only\nby the holders of at least two-thirds of the shares then entitled to vote at an\nelection of directors, voting as a single class.\n\n                                      -12\n\n         No reduction of the authorized number of directors shall have the\neffect of removing any director prior to the expiration of such director's term\nof office.\n\n                                   ARTICLE IV\n\n                                   COMMITTEES\n\n         4.1      COMMITTEES OF DIRECTORS\n\n         The board of directors may, by resolution passed by a majority of the\nwhole board, designate one or more committees, with each committee to consist of\none or more of the directors of the corporation. The board may designate one or\nmore directors as alternate members of any committee, who may replace any absent\nor disqualified member at any meeting of the committee. In the absence or\ndisqualification of a member of a committee, the member or members thereof\npresent at any meeting and not disqualified from voting, whether or not he or\nthey constitute a quorum, may unanimously appoint another member of the board of\ndirectors to act at the meeting in the place of any such absent or disqualified\nmember. Any such committee, to the extent provided in the resolution of the\nboard of directors or in the bylaws of the corporation, shall have and may\nexercise all the powers and authority of the board of directors in the\nmanagement of the business and affairs of the corporation, and may authorize the\nseal of the corporation to be affixed to all papers that may require it; but no\nsuch committee shall have the power or authority to (i) amend the certificate of\nincorporation (except that a committee may, to the extent authorized in the\nresolution or resolutions providing for the issuance of shares of stock adopted\nby the board of directors as provided in Section 151(a) of the General\nCorporation Law of Delaware, fix any of the preferences or rights of such shares\nrelating to dividends, redemption, dissolution, any distribution of assets of\nthe corporation or the conversion into, or the exchange of such shares for,\nshares of any other class or classes or any other series of the same or any\nother class or classes of stock of the corporation), (ii) adopt an agreement of\nmerger or consolidation under Sections 251 or 252 of the General Corporation Law\nof Delaware, (iii) recommend to the stockholders the sale, lease or exchange of\nall or substantially all of the corporation's property and assets, (iv)\nrecommend to the stockholders a dissolution of the corporation or a revocation\nof a dissolution, or (v) amend the bylaws of the corporation; and, unless the\nboard resolution establishing the committee, the bylaws or the certificate of\nincorporation expressly so provide, no such committee shall have the power or\nauthority to declare a dividend, to authorize the issuance of stock, or to adopt\na certificate of ownership and merger pursuant to Section 253 of the General\nCorporation Law of Delaware.\n\n         4.2      COMMITTEE MINUTES\n\n         Each committee shall keep regular minutes of its meetings and report\nthe same to the board of directors when required.\n\n                                      -13\n\n         4.3      MEETINGS AND ACTION OF COMMITTEES\n\n         Meetings and actions of committees shall be governed by, and held and\ntaken in accordance with, the provisions of Article III of these bylaws, Section\n3.5 (place of meetings and meetings by telephone), Section 3.7 (regular\nmeetings), Section 3.8 (special meetings and notice), Section 3.9 (quorum),\nSection 3.10 (waiver of notice), Section 3.11 (adjournment and notice of\nadjournment), and Section 3.12 (action without a meeting), with such changes in\nthe context of those bylaws as are necessary to substitute the committee and its\nmembers for the board of directors and its members; provided, however, that the\ntime of regular meetings of committees may also be called by resolution of the\nboard of directors and that notice of special meetings of committees shall also\nbe given to all alternate members, who shall have the right to attend all\nmeetings of the committee. The board of directors may adopt rules for the\ngovernment of any committee not inconsistent with the provisions of these\nbylaws.\n\n                                    ARTICLE V\n\n                                    OFFICERS\n\n         5.1      OFFICERS\n\n         The officers of the corporation shall be a president, a chief executive\nofficer, a treasurer, a chief operating officer, a secretary and one or more\nvice presidents. The corporation may also have, at the discretion of the board\nof directors, a chairman of the board, one or more vice presidents, assistant\nsecretaries, assistant treasurers, and any such other officers as may be\nappointed in accordance with the provisions of Section 5.3 of these bylaws. Any\nnumber of offices may be held by the same person.\n\n         5.2      ELECTION OF OFFICERS\n\n         The officers of the corporation, except such officers as may be\nappointed in accordance with the provisions of Sections 5.3 or 5.5 of these\nbylaws, shall be chosen by the board of directors, subject to the rights, if\nany, of an officer under any contract of employment.\n\n         5.3      SUBORDINATE OFFICERS\n\n         The board of directors may appoint, or empower the president to\nappoint, such other officers and agents as the business of the corporation may\nrequire, each of whom shall hold office for such period, have such authority,\nand perform such duties as are provided in these bylaws or as the board of\ndirectors may from time to time determine.\n\n         5.4      REMOVAL AND RESIGNATION OF OFFICERS\n\n         Subject to the rights, if any, of an officer under any contract of\nemployment, any officer may be removed, either with or without cause, by an\naffirmative vote of the\n\n                                      -14\n\nmajority of the board of directors at any regular or special meeting of the\nboard or, except in the case of an officer chosen by the board of directors, by\nany officer upon whom such power of removal may be conferred by the board of\ndirectors.\n\n         Any officer may resign at any time by giving written notice to the\ncorporation. Any resignation shall take effect at the date of the receipt of\nthat notice or at any later time specified in that notice; and, unless otherwise\nspecified in that notice, the acceptance of the resignation shall not be\nnecessary to make it effective. Any resignation is without prejudice to the\nrights, if any, of the corporation under any contract to which the officer is a\nparty.\n\n         5.5      VACANCIES IN OFFICES\n\n         Any vacancy occurring in any office of the corporation shall be filled\nby the board of directors.\n\n         5.6      CHAIRMAN OF THE BOARD\n\n         The chairman of the board, if such an officer be elected, shall, if\npresent, preside at meetings of the board of directors and exercise and perform\nsuch other powers and duties as may from time to time be assigned to him by the\nboard of directors or as may be prescribed by these bylaws. If there is no\npresident, then the chairman of the board shall also be the chief executive\nofficer of the corporation and shall have the powers and duties prescribed in\nSection 5.7 of these bylaws.\n\n         5.7      PRESIDENT\n\n         Subject to such supervisory powers, if any, as may be given by the\nboard of directors to the chairman of the board, if there be such an officer,\nthe president shall be the chief executive officer of the corporation and shall,\nsubject to the control of the board of directors, have general supervision,\ndirection, and control of the business and the officers of the corporation. He\nshall preside at all meetings of the stockholders and, in the absence or\nnonexistence of a chairman of the board, at all meetings of the board of\ndirectors. He shall have the general powers and duties of management usually\nvested in the office of president of a corporation and shall have such other\npowers and duties as may be prescribed by the board of directors or these\nbylaws.\n\n                                      -15\n\n         5.8      VICE PRESIDENT\n\n         In the absence or disability of the president, the vice presidents, if\nany, in order of their rank as fixed by the board of directors or, if not\nranked, a vice president designated by the board of directors, shall perform all\nthe duties of the president and when so acting shall have all the powers of, and\nbe subject to all the restrictions upon, the president. The vice presidents\nshall have such other powers and perform such other duties as from time to time\nmay be prescribed for them respectively by the board of directors, these bylaws,\nthe president or the chairman of the board.\n\n         5.9      SECRETARY\n\n         The secretary shall keep or cause to be kept, at the principal\nexecutive office of the corporation or such other place as the board of\ndirectors may direct, a book of minutes of all meetings and actions of\ndirectors, committees of directors, and stockholders. The minutes shall show the\ntime and place of each meeting, whether regular or special (and, if special, how\nauthorized and the notice given), the names of those present at directors'\nmeetings or committee meetings, the number of shares present or represented at\nstockholders' meetings, and the proceedings thereof.\n\n         The secretary shall keep, or cause to be kept, at the principal\nexecutive office of the corporation or at the office of the corporation's\ntransfer agent or registrar, as determined by resolution of the board of\ndirectors, a share register, or a duplicate share register, showing the names of\nall stockholders and their addresses, the number and classes of shares held by\neach, the number and date of certificates evidencing such shares, and the number\nand date of cancellation of every certificate surrendered for cancellation.\n\n         The secretary shall give, or cause to be given, notice of all meetings\nof the stockholders and of the board of directors required to be given by law or\nby these bylaws. He shall keep the seal of the corporation, if one be adopted,\nin safe custody and shall have such other powers and perform such other duties\nas may be prescribed by the board of directors or by these bylaws.\n\n         5.10     TREASURER\n\n         The treasurer shall keep and maintain, or cause to be kept and\nmaintained, adequate and correct books and records of accounts of the properties\nand business transactions of the corporation, including accounts of its assets,\nliabilities, receipts, disbursements, gains, losses, capital, retained earnings,\nand shares. The books of account shall at all reasonable times be open to\ninspection by any director.\n\n         The treasurer shall deposit all money and other valuables in the name\nand to the credit of the corporation with such depositaries as may be designated\nby the board of directors. He shall disburse the funds of the corporation as may\nbe ordered by the board of directors, shall render to the president and\ndirectors, whenever they request it, an account of all of his transactions as\ntreasurer and of the financial condition of the\n\n                                      -16\n\ncorporation, and shall have such other powers and perform such other duties as\nmay be prescribed by the board of directors or these bylaws.\n\n         5.11     ASSISTANT SECRETARY\n\n         The assistant secretary, or, if there is more than one, the assistant\nsecretaries in the order determined by the stockholders or board of directors\n(or if there be no such determination, then in the order of their election)\nshall, in the absence of the secretary or in the event of his or her inability\nor refusal to act, perform the duties and exercise the powers of the secretary\nand shall perform such other duties and have such other powers as the board of\ndirectors or the stockholders may from time to time prescribe.\n\n         5.12     ASSISTANT TREASURER\n\n         The assistant treasurer, or, if there is more than one, the assistant\ntreasurers, in the order determined by the stockholders or board of directors\n(or if there be no such determination, then in the order of their election),\nshall, in the absence of the treasurer or in the event of his or her inability\nor refusal to act, perform the duties and exercise the powers of the treasurer\nand shall perform such other duties and have such other powers as the board of\ndirectors or the stockholders may from time to time prescribe.\n\n         5.13     CHIEF EXECUTIVE OFFICER\n\n         In the absence or disability of the president, the chief executive\nofficer shall perform all the duties of the president, and when so acting shall\nhave all the powers of, and be subject to all the restrictions upon, the\npresident. The chief executive officer shall have such other powers and perform\nsuch other duties as from time to time may be prescribed by the board of\ndirectors, these bylaws, the president or chairman of the board.\n\n         5.14     CHIEF OPERATING OFFICER\n\n         The chief operating officer shall manage the day to day activities of\nthe corporation. The chief operating officer shall have such other powers and\nperform such other duties as from time to time may be prescribed by the board of\ndirectors, these bylaws, the president or chairman of the board.\n\n         5.15     AUTHORITY AND DUTIES OF OFFICERS\n\n         In addition to the foregoing authority and duties, all officers of the\ncorporation shall respectively have such authority and perform such duties in\nthe management of the business of the corporation as may be designated from time\nto time by the board of directors or the stockholders.\n\n                                      -17\n\n                                   ARTICLE VI\n\n                                    INDEMNITY\n\n         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS\n\n         Each person who was or is made a party or is threatened to be made a\nparty to or is involved in any action, suit, or proceeding, whether civil,\ncriminal, administrative or investigative (hereinafter a \"proceeding\"), by\nreason of the fact that he or she or a person of whom he or she is the legal\nrepresentative is or was a director or officer of the corporation (or any\npredecessor) or is or was serving at the request of the corporation (or any\npredecessor) as a director, officer, employee or agent of another corporation or\nof a partnership, joint venture, trust or other enterprise (or any predecessor\nof any of such entities), including service with respect to employee benefit\nplans maintained or sponsored by the corporation (or any predecessor), whether\nthe basis of such proceeding is alleged action in an official capacity as a\ndirector, officer, employee or agent or in any other capacity while serving as a\ndirector, officer, employee or agent, shall be indemnified and held harmless by\nthe corporation to the fullest extent authorized by the General Corporation Law\nof the State of Delaware as the same exists or may hereafter be amended (but, in\nthe case of any such amendment, only to the extent that such amendment permits\nthe corporation to provide broader indemnification rights than said law\npermitted the corporation to provide prior to such amendment), against all\nexpense, liability and loss (including attorneys' fees, judgments, fines, ERISA\nexcise taxes or penalties and amounts paid or to be paid in settlement)\nreasonably incurred or suffered by such person in connection therewith and such\nindemnification shall continue as to a person who has ceased to be a director,\nofficer, employee or agent and shall inure to the benefit of his or her heirs,\nexecutors and administrators; provided, however, that except as provided in the\nthird paragraph of this bylaw, the corporation shall indemnify any such person\nseeking indemnification in connection with a proceeding (or part thereof)\ninitiated by such person only if such proceeding (or part thereof) was\nauthorized by the board of directors. The right to indemnification conferred in\nthis bylaw shall be a contract right and shall include the right to be paid by\nthe corporation the expenses incurred in defending any such proceeding in\nadvance of its final disposition, such advances to be paid by the corporation\nwithin 20 days after the receipt by the corporation of a statement or statements\nfrom the claimant requesting such advance or advances from time to time;\nprovided, however, that if the General Corporation Law of the State of Delaware\nrequires, the payment of such expenses incurred by a director or officer in his\nor her capacity as a director or officer (and not in any other capacity in which\nservice was or is rendered by such person while a director or officer,\nincluding, without limitation, service to an employee benefit plan) in advance\nof the final disposition of a proceeding, shall be made only upon delivery to\nthe corporation of an undertaking by or on behalf of such director or officer,\nto repay all amounts so advanced if it shall ultimately be determined that such\ndirector or officer is not entitled to be indemnified under this bylaw or\notherwise.\n\n         To obtain indemnification under this bylaw, a claimant shall submit to\nthe corporation a written request, including therein or therewith such\ndocumentation and\n\n                                      -18\n\ninformation as is reasonably available to the claimant and is reasonably\nnecessary to determine whether and to what extent the claimant is entitled to\nindemnification. Upon written request by a claimant for indemnification pursuant\nto the preceding sentence, a determination, if required by applicable law, with\nrespect to the claimant's entitlement thereto shall be made as follows: (1) if\nrequested by the claimant, by Independent Counsel (as hereinafter defined), or\n(2) if no request is made by the claimant for a determination by Independent\nCounsel, (i) by the board of directors by a majority vote of a quorum consisting\nof Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the\nboard of directors consisting of Disinterested Directors is not obtainable or,\neven if obtainable, such quorum of Disinterested Directors so directs, by\nIndependent Counsel in a written opinion to the board of directors, a copy of\nwhich shall be delivered to the claimant, or (iii) if a quorum of Disinterested\nDirectors so directs, by the stockholders of the corporation. In the event the\ndetermination of entitlement to indemnification is to be made by Independent\nCounsel at the request of the claimant, the Independent Counsel shall be\nselected by the board of directors unless there shall have occurred within two\nyears prior to the date of the commencement of the action, suit or proceeding\nfor which indemnification is claimed a \"Change of Control\" as defined below, in\nwhich case the Independent Counsel shall be selected by the claimant unless the\nclaimant shall request that such selection be made by the board of directors. If\nit is so determined that the claimant is entitled to indemnification, payment to\nthe claimant shall be made within 10 days after such determination.\n\n         If a claim for indemnification under this bylaw is not paid in full by\nthe corporation within thirty days after a written claim pursuant to the\npreceding paragraph of this bylaw has been received by the corporation, the\nclaimant may at any time thereafter bring suit against the corporation to\nrecover the unpaid amount of the claim and, if successful in whole or in part,\nthe claimant shall be entitled to be paid also the expense of prosecuting such\nclaim. It shall be a defense to any such action (other than an action brought to\nenforce a claim for expenses incurred in defending any proceeding in advance of\nits final disposition where the required undertaking, if any is required, has\nbeen tendered to the corporation) that the claimant has not met the standard of\nconduct which makes it permissible under the General Corporation Law of the\nState of Delaware for the corporation to indemnify the claimant for the amount\nclaimed, but the burden of proving such defense shall be on the corporation.\nNeither the failure of the corporation (including its board of directors,\nIndependent Counsel or stockholders) to have made a determination prior to the\ncommencement of such action that indemnification of the claimant is proper in\nthe circumstances because he or she has met the applicable standard of conduct\nset forth in the General Corporation Law of the State of Delaware, nor an actual\ndetermination by the corporation (including its board of directors, Independent\nCounsel or stockholders) that the claimant has not met such applicable standard\nof conduct, shall be a defense to the action or create a presumption that the\nclaimant has not met the applicable standard of conduct.\n\n         If a determination shall have been made pursuant to this bylaw that the\nclaimant is entitled to indemnification, the corporation shall be bound by such\ndetermination in any judicial proceeding commenced pursuant to the preceding\nparagraph of this bylaw. The\n\n                                      -19\n\ncorporation shall be precluded from asserting in any judicial proceeding\ncommenced pursuant to the third paragraph of this bylaw that the procedures and\npresumptions of this bylaw are not valid, binding and enforceable and shall\nstipulate in such proceeding that the corporation is bound by all the provisions\nof this bylaw. The right to indemnification and the payment of expenses incurred\nin defending a proceeding in advance of its final disposition conferred in this\nbylaw shall not be exclusive of any other right which any person may have or\nhereafter acquire under any statute, provision of the certificate of\nincorporation, bylaws, agreement, vote of stockholders or Disinterested\nDirectors or otherwise. No repeal or modification of this bylaw shall in any way\ndiminish or adversely affect the rights of any director, officer, employee or\nagent of the corporation hereunder in respect of any occurrence or matter\narising prior to any such repeal or modification.\n\n         If any provision or provisions of this bylaw shall be held to be\ninvalid, illegal or unenforceable for any reason whatsoever: (1) the validity,\nlegality and enforceability of the remaining provisions of this bylaw\n(including, without limitation, each portion of any paragraph of this bylaw\ncontaining any such provision held to be invalid, illegal or unenforceable, that\nis not itself held to be invalid, illegal or unenforceable) shall not in any way\nbe affected or impaired thereby; and (2) to the fullest extent possible, the\nprovisions of this bylaw (including, without limitation, each such portion of\nany paragraph of this bylaw containing any such provision held to be invalid,\nillegal or unenforceable) shall be construed so as to give effect to the intent\nmanifested by the provision held invalid, illegal or unenforceable.\n\n                                      -20\n\n         For the purpose of this bylaw, a \"Change of Control\" shall mean:\n\n                  (1)      The acquisition by any individual, entity or group\n(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange\nAct of 1934, as amended (the \"Exchange Act\")) (a \"Person\") of beneficial\nownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)\nof 20% or more of either (a) the then outstanding shares of common stock of the\ncorporation (the \"Outstanding Corporation Common Stock\") or (b) the combined\nvoting power of the then outstanding voting securities of the corporation\nentitled to vote generally in the election of directors (the \"Outstanding\nCorporation Voting Securities\"); provided, however, that for purposes of this\npart (1), the following acquisitions shall not constitute a Change of Control:\n(a) any acquisition directly from the corporation or any acquisition from other\nstockholders where (i) such acquisition was approved in advance by the board of\ndirectors of the corporation and (ii) such acquisition would not constitute a\nchange of control under part (3) of this definition, (b) any acquisition by the\ncorporation, (c) any acquisition by any employee benefit plan (or related trust)\nsponsored or maintained by the corporation or any corporation controlled by the\ncorporation or (d) any acquisition by any corporation pursuant to a transaction\nwhich complies with clauses (a), (b) and (c) of part (3) of this definition; or\n\n                  (2)      Individuals who, as of the date hereof, constitute\nthe board of directors (the \"Incumbent Board\") cease for any reason to\nconstitute at least a majority of the board of directors; provided, however,\nthat any individual becoming a director subsequent to the date hereof whose\nelection, or nomination for election by the stockholders, was approved by a vote\nof at least a majority of the directors then comprising the Incumbent Board\nshall be considered as though such individual were a member of the Incumbent\nBoard, but excluding, for this purpose, any such individual whose initial\nassumption of office occurs as a result of an actual or threatened election\ncontest with respect to the election or removal of directors or other actual or\nthreatened solicitation of proxies or consents by or on behalf of a Person other\nthan the board of directors; or\n\n                  (3)      Consummation of a reorganization, merger or\nconsolidation or sale or other disposition of all or substantially all of the\nassets of the corporation (a \"Business Combination\"), in each case, unless,\nfollowing such Business Combination, (a) all or substantially all of the\nindividuals and entities who were the beneficial owners, respectively, of the\nOutstanding Corporation Common Stock and Outstanding Corporation Voting\nSecurities immediately prior to such Business Combination beneficially own,\ndirectly or indirectly, more than 50% of, respectively, the then outstanding\nshares of common stock and the combined voting power of the then outstanding\nvoting securities entitled to vote generally in the election of directors, as\nthe case may be, of the corporation resulting from such Business Combination\n(including, without limitation, a corporation which as a result of such\ntransaction owns the corporation or all or substantially all of the\ncorporation's assets either directly or through one or more subsidiaries) in\nsubstantially the same proportions as their ownership, immediately prior to such\nBusiness Combination of the Outstanding Corporation\n\n                                      -21\n\nCommon Stock and Outstanding Corporation Voting Securities, as the case may be,\n(b) no Person (excluding any corporation resulting from such Business\nCombination or any employee benefit plan (or related trust) of the corporation\nor such corporation resulting from such Business Combination) beneficially owns,\ndirectly or indirectly, 20% or more of, respectively, the then outstanding\nshares of common stock of the corporation resulting from such Business\nCombination or the combined voting power of the then outstanding voting\nsecurities of such corporation except to the extent that such ownership existed\nprior to the Business Combination and (c) at least a majority of the members of\nthe board of directors of the corporation resulting from such Business\nCombination were members of the Incumbent Board at the time of the execution of\nthe initial agreement, or of the action of the board of directors, providing for\nsuch Business Combination; or\n\n(4)      Approval by the stockholders of a complete liquidation or dissolution\nof the corporation.\n\n         6.2      INDEMNIFICATION OF OTHERS\n\n         The corporation shall have the power, to the extent and in the manner\npermitted by the General Corporation Law of Delaware, to indemnify each of its\nemployees and agents (other than directors and officers) against expenses\n(including attorneys' fees), judgments, fines, settlements, and other amounts\nactually and reasonably incurred in connection with any proceeding, arising by\nreason of the fact that such person is or was an agent of the corporation. For\npurposes of this Section 6.2, an \"employee\" or \"agent\" of the corporation (other\nthan a director or officer) includes any person (i) who is or was an employee or\nagent of the corporation, (ii) who is or was serving at the request of the\ncorporation as an employee or agent of another corporation, partnership, joint\nventure, trust or other enterprise, or (iii) who was an employee or agent of a\ncorporation which was a predecessor corporation of the corporation or of another\nenterprise at the request of such predecessor corporation.\n\n         6.3      INSURANCE\n\n         The corporation may purchase and maintain insurance on behalf of any\nperson who is or was a director, officer, employee or agent of the corporation,\nor is or was serving at the request of the corporation as a director, officer,\nemployee or agent of another corporation, partnership, joint venture, trust or\nother enterprise against any liability asserted against him and incurred by him\nin any such capacity, or arising out of his status as such, whether or not the\ncorporation would have the power to indemnify him against such liability under\nthe provisions of the General Corporation Law of Delaware.\n\n         6.4      MISCELLANEOUS\n\n         For purposes of this bylaw:\n\n                  \"Disinterested Director\" means a director of the corporation\n                  who is not and was not a party to the matter in respect of\n                  which indemnification is sought by the claimant.\n\n                                      -22\n\n                  \"Independent Counsel\" means a law firm, a member of a law\n                  firm, or an independent practitioner, that is experienced in\n                  matters of corporation law and shall include any person who,\n                  under the applicable standards of professional conduct then\n                  prevailing, would not have a conflict of interest in\n                  representing either the corporation or the claimant in an\n                  action to determine the claimant's rights under this bylaw.\n\n         Any notice, request or other communication required or permitted to be\ngiven to the corporation under this bylaw shall be in writing and either\ndelivered in person or sent by telecopy, telex, telegram, overnight mail or\ncourier service, or certified or registered mail, postage prepaid, return\nreceipt requested, to the secretary of the corporation and shall be effective\nonly upon receipt by the secretary.\n\n                                   ARTICLE VII\n\n                               RECORDS AND REPORTS\n\n         7.1      MAINTENANCE AND INSPECTION OF RECORDS\n\n         The corporation shall, either at its principal executive office or at\nsuch place or places as designated by the board of directors, keep a record of\nits stockholders listing their names and addresses and the number and class of\nshares held by each stockholder, a copy of these bylaws as amended to date,\naccounting books, and other records.\n\n         Any stockholder of record, in person or by attorney or other agent,\nshall, upon written demand under oath stating the purpose thereof, have the\nright during the usual hours for business to inspect for any proper purpose the\ncorporation's stock ledger, a list of its stockholders, and its other books and\nrecords and to make copies or extracts therefrom. A proper purpose shall mean a\npurpose reasonably related to such person's interest as a stockholder. In every\ninstance where an attorney or other agent is the person who seeks the right to\ninspection, the demand under oath shall be accompanied by a power of attorney or\nsuch other writing that authorizes the attorney or other agent to so act on\nbehalf of the stockholder. The demand under oath shall be directed to the\ncorporation at its registered office in Delaware or at its principal place of\nbusiness.\n\n         The officer who has charge of the stock ledger of a corporation shall\nprepare and make, at least ten (10) days before every meeting of stockholders, a\ncomplete list of the stockholders entitled to vote at the meeting, arranged in\nalphabetical order, and showing the address of each stockholder and the number\nof shares registered in the name of each stockholder. Such list shall be open to\nthe examination of any stockholder, for any purpose germane to the meeting,\nduring 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                                      -23\n\n         7.2      INSPECTION BY DIRECTORS\n\n         Any director shall have the right to examine the corporation's stock\nledger, a list of its stockholders, and its other books and records for a\npurpose reasonably related to his position as a director. The Court of Chancery\nis hereby vested with the exclusive jurisdiction to determine whether a director\nis entitled to the inspection sought. The Court may summarily order the\ncorporation to permit the director to inspect any and all books and records, the\nstock ledger, and the stock list and to make copies or extracts therefrom. The\nCourt may, in its discretion, prescribe any limitations or conditions with\nreference to the inspection, or award such other and further relief as the Court\nmay deem just and proper.\n\n         7.3      ANNUAL STATEMENT TO STOCKHOLDERS\n\n         The board of directors shall present at each annual meeting, and at any\nspecial meeting of the stockholders when called for by vote of the stockholders,\na full and clear statement of the business and condition of the corporation.\n\n         7.4      REPRESENTATION OF SHARES OF OTHER CORPORATIONS\n\n         The chairman of the board, the president, any vice president, the\ntreasurer, the secretary or assistant secretary of this corporation, or any\nother person authorized by the board of directors or the president or a vice\npresident, is authorized to vote, represent, and exercise on behalf of this\ncorporation all rights incident to any and all shares of any other corporation\nor corporations standing in the name of this corporation. The authority granted\nherein may be exercised either by such person directly or by any other person\nauthorized to do so by proxy or power of attorney duly executed by such person\nhaving the authority.\n\n                                  ARTICLE VIII\n\n                                 GENERAL MATTERS\n\n         8.1      CHECKS\n\n         From time to time, the board of directors, the Chief Executive Officer\nand\/or the Chief Financial Officer of the Company shall determine by written\nresolution or memorandum which person or persons may sign or endorse all checks,\ndrafts, other orders for payment of money, notes or other evidence of\nindebtedness that are issued in the name of or payable to the corporation, and\nonly the persons so authorized shall sign or endorse those instruments.\n\n                                      -24\n\n         8.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS\n\n         The board of directors, the Chief Executive Officer and\/or the Chief\nFinancial Officer of the Company, except as otherwise provided in these bylaws,\nmay authorize any officer or officers, or agent or agents, to enter into any\ncontract or execute any instrument in the name of and on behalf of the\ncorporation; such authority may be general or confined to specific instances.\nUnless so authorized or ratified by the board of directors, the Chief Executive\nOfficer and\/or the Chief Financial Officer of the Company, or within the agency\npower of an officer, no officer, agent or employee shall have any power or\nauthority to bind the corporation by any contract or engagement or to pledge its\ncredit or to render it liable for any purpose or for any amount.\n\n         8.3      STOCK CERTIFICATES; PARTLY PAID SHARES\n\n         The shares of a corporation shall be represented by certificates,\nprovided that the board of directors of the corporation may provide by\nresolution or resolutions that some or all of any or all classes or series of\nits stock shall be uncertificated shares. Any such resolution shall not apply to\nshares represented by a certificate until such certificate is surrendered to the\ncorporation. Notwithstanding the adoption of such a resolution by the board of\ndirectors, every holder of stock represented by certificates and upon request\nevery holder of uncertificated shares shall be entitled to have a certificate\nsigned by, or in the name of the corporation by the chairman or vice-chairman of\nthe board of directors, or the president or vice-president, and by the treasurer\nor an assistant treasurer, or the secretary or an assistant secretary of such\ncorporation representing the number of shares registered in certificate form.\nAny or all of the signatures on the certificate may be a facsimile. In case any\nofficer, transfer agent or registrar who has signed or whose facsimile signature\nhas been placed upon a certificate has ceased to be such officer, transfer agent\nor registrar before such certificate is issued, it may be issued by the\ncorporation with the same effect as if he were such officer, transfer agent or\nregistrar at the date of issue.\n\n         The corporation may issue the whole or any part of its shares as partly\npaid and subject to call for the remainder of the consideration to be paid\ntherefor. Upon the face or back of each stock certificate issued to represent\nany such partly paid shares, upon the books and records of the corporation in\nthe case of uncertificated partly paid shares, the total amount of the\nconsideration to be paid therefor and the amount paid thereon shall be stated.\nUpon the declaration of any dividend on fully paid shares, the corporation shall\ndeclare a dividend upon partly paid shares of the same class, but only upon the\nbasis of the percentage of the consideration actually paid thereon.\n\n         8.4      SPECIAL DESIGNATION ON CERTIFICATES\n\n         If the corporation is authorized to issue more than one class of stock\nor more than one series of any class, then the powers, the designations, the\npreferences, and the relative, participating, optional or other special rights\nof each class of stock or series thereof and the qualifications, limitations or\nrestrictions of such preferences and\/or rights\n\n                                      -25\n\nshall be set forth in full or summarized on the face or back of the certificate\nthat the corporation shall issue to represent such class or series of stock;\nprovided, however, that, except as otherwise provided in Section 202 of the\nGeneral Corporation Law of Delaware, in lieu of the foregoing requirements there\nmay be set forth on the face or back of the certificate that the corporation\nshall issue to represent such class or series of stock a statement that the\ncorporation will furnish without charge to each stockholder who so requests the\npowers, the designations, the preferences, and the relative, participating,\noptional or other special rights of each class of stock or series thereof and\nthe qualifications, limitations or restrictions of such preferences and\/or\nrights.\n\n         8.5      LOST CERTIFICATES\n\n         Except as provided in this Section 8.5, no new certificates for shares\nshall be issued to replace a previously issued certificate unless the latter is\nsurrendered to the corporation and cancelled at the same time. The corporation\nmay issue a new certificate of stock or uncertificated shares in the place of\nany certificate theretofore issued by it, alleged to have been lost, stolen or\ndestroyed, and the corporation may require the owner of the lost, stolen or\ndestroyed certificate, or his legal representative, to give the corporation a\nbond sufficient to indemnify it against any claim that may be made against it on\naccount of the alleged loss, theft or destruction of any such certificate or the\nissuance of such new certificate or uncertificated shares.\n\n         8.6      CONSTRUCTION; DEFINITIONS\n\n         Unless the context requires otherwise, the general provisions, rules of\nconstruction, and definitions in the Delaware General Corporation Law shall\ngovern the construction of these bylaws. Without limiting the generality of this\nprovision, the singular number includes the plural, the plural number includes\nthe singular, and the term \"person\" includes both a corporation and a natural\nperson.\n\n         8.7      DIVIDENDS\n\n         The directors of the corporation, subject to any restrictions contained\nin the certificate of incorporation, may declare and pay dividends upon the\nshares of its capital stock pursuant to the General Corporation Law of Delaware.\nDividends may be paid in cash, in property, or in shares of the corporation's\ncapital stock.\n\n         The directors of the corporation may set apart out of any of the funds\nof the corporation available for dividends a reserve or reserves for any proper\npurpose and may abolish any such reserve. Such purposes shall include but not be\nlimited to equalizing dividends, repairing or maintaining any property of the\ncorporation, and meeting contingencies.\n\n         8.8      FISCAL YEAR\n\n         The fiscal year of the corporation shall be fixed by resolution of the\nboard of\n\n                                      -26\n\ndirectors and may be changed by the board of directors.\n\n         8.9      SEAL\n\n         This corporation may have a corporate seal, which may be adopted or\naltered at the pleasure of the Board of Directors, and may use the same by\ncausing it or a facsimile thereof, to be impressed or affixed or in any other\nmanner reproduced.\n\n         8.10     TRANSFER OF STOCK\n\n         Upon surrender to the corporation or the transfer agent of the\ncorporation of a certificate for shares duly endorsed or accompanied by proper\nevidence of succession, assignation or authority to transfer, it shall be the\nduty of the corporation to issue a new certificate to the person entitled\nthereto, cancel the old certificate, and record the transaction in its books.\n\n         8.11     STOCK TRANSFER AGREEMENTS\n\n         The corporation shall have power to enter into and perform any\nagreement with any number of stockholders of any one or more classes of stock of\nthe corporation to restrict the transfer of shares of stock of the corporation\nof any one or more classes owned by such stockholders in any manner not\nprohibited by the General Corporation Law of Delaware.\n\n         8.12     REGISTERED STOCKHOLDERS\n\n         The corporation shall be entitled to recognize the exclusive right of a\nperson registered on its books as the owner of shares to receive dividends and\nto vote as such owner, shall be entitled to hold liable for calls and\nassessments the person registered on its books as the owner of shares, and shall\nnot be bound to recognize any equitable or other claim to or interest in such\nshare or shares on the part of another person, whether or not it shall have\nexpress or other notice thereof, except as otherwise provided by the laws of\nDelaware.\n\n                                   ARTICLE IX\n\n                                   AMENDMENTS\n\n         The original or other bylaws of the corporation may be adopted, amended\nor repealed by the stockholders entitled to vote; provided, however, that the\ncorporation may, in its certificate of incorporation, confer the power to adopt,\namend or repeal bylaws upon the directors. The fact that such power has been so\nconferred upon the directors shall not divest the stockholders of the power, nor\nlimit their power to adopt, amend or repeal bylaws. Notwithstanding the\nforegoing, amendment or deletion of all or any portion of Article II hereof,\nSection 3.2 hereof, Section 3.3 hereof, Section 3.15 hereof, Section 6.1 hereof\nor this Article IX by the stockholders of the corporation shall require\n\n                                      -27\n\nthe affirmative vote of 66 2\/3% of the outstanding shares entitled to vote\nthereon.\n\n                                    ARTICLE X\n\n                                   DISSOLUTION\n\n         If it should be deemed advisable in the judgment of the board of\ndirectors of the corporation that the corporation should be dissolved, the\nboard, after the adoption of a resolution to that effect by a majority of the\nwhole board at any meeting called for that purpose, shall cause notice to be\nmailed to each stockholder entitled to vote thereon of the adoption of the\nresolution and of a meeting of stockholders to take action upon the resolution.\n\n         At the meeting a vote shall be taken for and against the proposed\ndissolution. If a majority of the outstanding stock of the corporation entitled\nto vote thereon votes for the proposed dissolution, then a certificate stating\nthat the dissolution has been authorized in accordance with the provisions of\nSection 275 of the General Corporation Law of Delaware and setting forth the\nnames and residences of the directors and officers shall be executed,\nacknowledged, and filed and shall become effective in accordance with Section\n103 of the General Corporation Law of Delaware. Upon such certificate's becoming\neffective in accordance with Section 103 of the General Corporation Law of\nDelaware, the corporation shall be dissolved.\n\n         Whenever all the stockholders entitled to vote on a dissolution consent\nin writing, either in person or by duly authorized attorney, to a dissolution,\nno meeting of directors or stockholders shall be necessary. The consent shall be\nfiled and shall become effective in accordance with Section 103 of the General\nCorporation Law of Delaware. Upon such consent's becoming effective in\naccordance with Section 103 of the General Corporation Law of Delaware, the\ncorporation shall be dissolved. If the consent is signed by an attorney, then\nthe original power of attorney or a photocopy thereof shall be attached to and\nfiled with the consent. The consent filed with the Secretary of State shall have\nattached to it the affidavit of the secretary or some other officer of the\ncorporation stating that the consent has been signed by or on behalf of all the\nstockholders entitled to vote on a dissolution; in addition, there shall be\nattached to the consent a certification by the secretary or some other officer\nof the corporation setting forth the names and residences of the directors and\nofficers of the corporation.\n\n                                      -28\n\n                                   ARTICLE XI\n\n                                    CUSTODIAN\n\n         11.1     APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES\n\n         The Court of Chancery, upon application of any stockholder, may appoint\none or more persons to be custodians and, if the corporation is insolvent, to be\nreceivers, of and for the corporation when:\n\n                           (i) at any meeting held for the election of directors\n                  the stockholders are so divided that they have failed to elect\n                  successors to directors whose terms have expired or would have\n                  expired upon qualification of their successors; or\n\n                           (ii) the business of the corporation is suffering or\n                  is threatened with irreparable injury because the directors\n                  are so divided respecting the management of the affairs of the\n                  corporation that the required vote for action by the board of\n                  directors cannot be obtained and the stockholders are unable\n                  to terminate this division; or\n\n                           (iii) the corporation has abandoned its business and\n                  has failed within a reasonable time to take steps to dissolve,\n                  liquidate or distribute its assets.\n\n         11.2     DUTIES OF CUSTODIAN\n\n         The custodian shall have all the powers and title of a receiver\nappointed under Section 291 of the General Corporation Law of Delaware, but the\nauthority of the custodian shall be to continue the business of the corporation\nand not to liquidate its affairs and distribute its assets, except when the\nCourt of Chancery otherwise orders and except in cases arising under Sections\n226(a)(3) or 352(a)(2) of the General Corporation Law of Delaware.\n\n                                      -29\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8435],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41555","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-overture-services-inc","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41555","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=41555"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41555"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41555"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41555"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}