{"id":41562,"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-sagent-technology-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-sagent-technology-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-sagent-technology-inc.html","title":{"rendered":"Bylaws &#8211; Sagent Technology Inc."},"content":{"rendered":"<pre>                                     BYLAWS\n\n                                       OF\n\n                             SAGENT TECHNOLOGY, INC\n\n                            (a Delaware Corporation)\n\n\n\n                                TABLE OF CONTENTS\n\n\n\n\n                                                                                                                    Page\n                                                                                                                    ----\n                                                                                                                \n ARTICLE I - CORPORATE OFFICES........................................................................................1\n\n          1.1       REGISTERED OFFICE.................................................................................1\n          1.2       OTHER OFFICES.....................................................................................1\n\n ARTICLE II - MEETINGS OF STOCKHOLDERS................................................................................1\n\n          2.1       PLACE OF MEETINGS.................................................................................1\n          2.2       ANNUAL MEETING....................................................................................1\n          2.3       SPECIAL MEETING...................................................................................2\n          2.4       NOTICE OF STOCKHOLDERS' MEETINGS..................................................................2\n          2.5       ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER\n                    BUSINESS..........................................................................................2\n          2.6       MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE......................................................3\n          2.7       QUORUM............................................................................................4\n          2.8       ADJOURNED MEETING; NOTICE.........................................................................4\n          2.9       VOTING............................................................................................4\n          2.10      WAIVER OF NOTICE..................................................................................5\n          2.11      RECORD DATE FOR STOCKHOLDER NOTICE; VOTING........................................................5\n          2.12      PROXIES...........................................................................................5\n          2.13      ORGANIZATION......................................................................................6\n          2.14      LIST OF STOCKHOLDERS ENTITLED TO VOTE.............................................................6\n\n ARTICLE III - DIRECTORS..............................................................................................6\n\n          3.1       POWERS............................................................................................6\n          3.2       NUMBER OF DIRECTORS...............................................................................6\n          3.3       ELECTION AND TERM OF OFFICE OF DIRECTORS..........................................................7\n          3.4       RESIGNATION AND VACANCIES.........................................................................7\n          3.5       PLACE OF MEETINGS; MEETINGS BY TELEPHONE..........................................................7\n          3.6       REGULAR MEETINGS..................................................................................7\n          3.7       SPECIAL MEETINGS; NOTICE..........................................................................8\n          3.8       QUORUM............................................................................................8\n          3.9       WAIVER OF NOTICE..................................................................................8\n          3.10      ADJOURNMENT.......................................................................................8\n\n\n\n\n                                       -i-\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                   (Continued)\n\n\n\n\n                                                                                                                    Page\n                                                                                                                    ----\n                                                                                                                \n          3.11      NOTICE OF ADJOURNMENT.............................................................................9\n          3.12      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.................................................9\n          3.13      FEES AND COMPENSATION OF DIRECTORS................................................................9\n          3.14      APPROVAL OF LOANS TO OFFICERS.....................................................................9\n\n ARTICLE IV - COMMITTEES.............................................................................................10\n\n          4.1       COMMITTEES OF DIRECTORS..........................................................................10\n          4.2       MEETINGS AND ACTION OF COMMITTEES................................................................10\n          4.3       COMMITTEE MINUTES................................................................................11\n\n ARTICLE V - OFFICERS................................................................................................11\n\n          5.1       OFFICERS.........................................................................................11\n          5.2       ELECTION OF OFFICERS.............................................................................11\n          5.3       SUBORDINATE OFFICERS.............................................................................11\n          5.4       REMOVAL AND RESIGNATION OF OFFICERS..............................................................12\n          5.5       VACANCIES IN OFFICES.............................................................................12\n          5.6       CHAIRMAN OF THE BOARD............................................................................12\n          5.7       PRESIDENT........................................................................................12\n          5.8       VICE PRESIDENTS..................................................................................12\n          5.9       SECRETARY........................................................................................13\n          5.10      CHIEF FINANCIAL OFFICER..........................................................................13\n\n ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND\n          OTHER AGENTS...............................................................................................14\n\n          6.1       INDEMNIFICATION OF DIRECTORS AND OFFICERS........................................................14\n          6.2       INDEMNIFICATION OF OTHERS........................................................................15\n          6.3       INSURANCE........................................................................................15\n\n ARTICLE VII - RECORDS AND REPORTS...................................................................................15\n\n          7.1       MAINTENANCE AND INSPECTION OF RECORDS............................................................15\n          7.2       INSPECTION BY DIRECTORS..........................................................................16\n          7.3       ANNUAL STATEMENT TO STOCKHOLDERS.................................................................16\n          7.4       REPRESENTATION OF SHARES OF OTHER CORPORATIONS...................................................16\n          7.5       CERTIFICATION AND INSPECTION OF BYLAWS...........................................................16\n\n\n\n\n                                      -ii-\n\n\n\n                                TABLE OF CONTENTS\n\n                                   (Continued)\n\n\n\n\n                                                                                                                   Page\n                                                                                                                   ----\n                                                                                                                \n ARTICLE VIII - GENERAL MATTERS......................................................................................16\n\n          8.1       RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING............................................16\n          8.2       CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS........................................................17\n          8.3       CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED...............................................17\n          8.4       STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES.................................................17\n          8.5       SPECIAL DESIGNATION ON CERTIFICATES..............................................................18\n          8.6       LOST CERTIFICATES................................................................................18\n          8.7       TRANSFER AGENTS AND REGISTRARS...................................................................19\n          8.8       CONSTRUCTION; DEFINITIONS........................................................................19\n\n ARTICLE IX - AMENDMENTS.............................................................................................19\n          9.1       AMENDMENTS BY STOCKHOLDERS AND DIRECTORS.........................................................19\n          9.2       SUPERMAJORITY VOTE...............................................................................19\n\n\n\n\n                                      -iii-\n\n\n\n                                     BYLAWS\n\n                                       OF\n\n                             SAGENT TECHNOLOGY, INC.\n\n                            (a Delaware Corporation)\n\n                                    ARTICLE I\n\n                                CORPORATE OFFICES\n\n         1.1      REGISTERED OFFICE\n\n         The registered office of the corporation shall be fixed in the\ncertificate of incorporation of the corporation.\n\n         1.2      OTHER OFFICES\n\n         The board of directors may at any time establish branch or subordinate\noffices at any place or places where the corporation is qualified to do\nbusiness.\n\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n         2.1      PLACE OF MEETINGS\n\n         Meetings of stockholders shall be held at any place within or outside\nthe State of Delaware designated by the board of directors. In the absence of\nany such designation, stockholders' meetings shall be held at the principal\nexecutive office of the corporation.\n\n         2.2      ANNUAL MEETING\n\n         The annual meeting of stockholders shall be held each year on a date\nand at a time designated by the board of directors. In the absence of such\ndesignation, the annual meeting of stockholders shall be held on the third\nTuesday of May in each year at 10:00 a.m. However, if such day falls on a legal\nholiday, then the meeting shall be held at the same time and place on the next\nsucceeding full business day. At the meeting, directors shall be elected, and\nany other proper business may be transacted.\n\n\n\n\n\n\n         2.3      SPECIAL MEETING\n\n         Except as otherwise required by law, a special meeting of the\nstockholders may be called only by the Board of Directors, the Chairman of the\nBoard, or the President; provided however, that if at any time no directors\nremain in office, then a special meeting for the purpose of electing directors\nmay be called in accordance with the procedure set forth in the Bylaws. No\nbusiness may be transacted at such special meeting otherwise than as specified\nin the notice of such meeting.\n\n         2.4      NOTICE OF STOCKHOLDERS' MEETINGS\n\n         All notices of meetings of stockholders shall be sent or otherwise\ngiven in accordance with Section 2.6 of these bylaws not less than ten (10) nor\nmore than sixty (60) days before the date of the meeting. The notice shall\nspecify the place, date and hour of the meeting and (i) in the case of a special\nmeeting, the purpose or purposes for which the meeting is called (no business\nother than that specified in the notice may be transacted) or (ii) in the case\nof the annual meeting, those matters which the board of directors, at the time\nof giving the notice, intends to present for action by the stockholders (but any\nproper matter may be presented at the meeting for such action). The notice of\nany meeting at which directors are to be elected shall include the name of any\nnominee or nominees who, at the time of the notice, the board intends to present\nfor election.\n\n         2.5      ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER\n                  BUSINESS\n\n         Subject to the rights of holders of any class or series of stock having\na preference over the Common Stock as to dividends or upon liquidation,\n\n                  (a)      nominations for the election of directors, and\n\n                  (b)      business proposed to be brought before any\n                           stockholder meeting\n\nmay be made by the board of directors or proxy committee appointed by the board\nof directors or by any stockholder entitled to vote in the election of directors\ngenerally if such nomination or business proposed is otherwise proper business\nbefore such meeting. However, any such stockholder may nominate one or more\npersons for election as directors at a meeting or propose business to be brought\nbefore a meeting, or both, only if such stockholder has given timely notice to\nthe secretary of the corporation in proper written form of their intent to make\nsuch nomination or nominations or to propose such business. To be timely, such\nstockholder's notice must be delivered to or mailed and received at the\nprincipal executive offices of the corporation not less than one hundred twenty\n(120) calendar days in advance of the date of the corporation's proxy statement\nreleased to stockholders in connection with the previous year's annual meeting\nof stockholders; provided, however, that in the event that no annual meeting was\nheld in the previous year or the date of the annual meeting has been changed by\nmore than thirty (30) days from the date contemplated at the time of the\nprevious year's proxy statement, notice by the stockholder to be timely must be\nso received a reasonable time\n\n\n\n                                       -2-\n\n\n\nbefore the solicitation is made. To be in proper form, a stockholder's notice to\nthe secretary shall set forth:\n\n                           (i)      the name and address of the stockholder who\nintends to make the nominations or propose the business and, as the case may be,\nof the person or persons to be nominated or of the business to be proposed;\n\n                           (ii)     a representation that the stockholder is a\nholder of record of stock of the corporation entitled to vote at such meeting\nand, if applicable, intends to appear in person or by proxy at the meeting to\nnominate the person or persons specified in the notice;\n\n                           (iii)    if applicable, a description of all\narrangements or understandings between the stockholder and each nominee and any\nother person or persons (naming such person or persons) pursuant to which the\nnomination or nominations are to be made by the stockholder;\n\n                           (iv)     such other information regarding each\nnominee or each matter of business to be proposed by such stockholder as would\nbe required to be included in a proxy statement filed pursuant to the proxy\nrules of the Securities and Exchange Commission had the nominee been nominated,\nor intended to be nominated, or the matter been proposed, or intended to be\nproposed by the board of directors; and\n\n                           (v)      if applicable, the consent of each nominee\nto serve as director of the corporation if so elected.\n\n         The chairman of the meeting shall refuse to acknowledge the nomination\nof any person or the proposal of any business not made in compliance with the\nforegoing procedure.\n\n         2.6      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE\n\n         Written notice of any meeting of stockholders shall be given either\npersonally or by first-class mail or by telegraphic or other written\ncommunication. Notices not personally delivered shall be sent charges prepaid\nand shall be addressed to the stockholder at the address of that stockholder\nappearing on the books of the corporation or given by the stockholder to the\ncorporation for the purpose of notice. Notice shall be deemed to have been given\nat the time when delivered personally or deposited in the mail or sent by\ntelegram or other means of written communication.\n\n         An affidavit of the mailing or other means of giving any notice of any\nstockholders' meeting, executed by the secretary, assistant secretary or any\ntransfer agent of the corporation giving the notice, shall be prima facie\nevidence of the giving of such notice.\n\n\n\n                                       -3-\n\n\n\n         2.7      QUORUM\n\n         The holders of a majority in voting power of the stock issued and\noutstanding and entitled to vote thereat, present in person or represented by\nproxy, shall constitute a quorum at all meetings of the stockholders for the\ntransaction of business except as otherwise provided by statute or by the\ncertificate of incorporation. If, however, such quorum is not present or\nrepresented at any meeting of the stockholders, then either (i) the chairman of\nthe meeting or (ii) the stockholders entitled to vote thereat, present in person\nor represented by proxy, shall have power to adjourn the meeting in accordance\nwith Section 2.7 of these bylaws.\n\n         When a quorum is present at any meeting, the vote of the holders of a\nmajority of the stock having voting power present in person or represented by\nproxy shall decide any question brought before such meeting, unless the question\nis one upon which, by express provision of the laws of the State of Delaware or\nof the certificate of incorporation or these bylaws, a different vote is\nrequired, in which case such express provision shall govern and control the\ndecision of the question.\n\n         If a quorum be initially present, the stockholders may continue to\ntransact business until adjournment, notwithstanding the withdrawal of enough\nstockholders to leave less than a quorum, if any action taken is approved by a\nmajority of the stockholders initially constituting the quorum.\n\n         2.8      ADJOURNED MEETING; NOTICE\n\n         When a meeting is adjourned to another time and place, unless these\nbylaws otherwise require, notice need not be given of the adjourned meeting if\nthe time and place thereof are announced at the meeting at which the adjournment\nis taken. At the adjourned meeting the corporation may transact any business\nthat might have been transacted at the original meeting. If the adjournment is\nfor more than thirty (30) days, or if after the adjournment a new record date is\nfixed for the adjourned meeting, a notice of the adjourned meeting shall be\ngiven to each stockholder of record entitled to vote at the meeting.\n\n         2.9      VOTING\n\n         The stockholders entitled to vote at any meeting of stockholders shall\nbe determined in accordance with the provisions of Section 2.11 of these bylaws,\nsubject to the provisions of Sections 217 and 218 of the General Corporation Law\nof Delaware (relating to voting rights of fiduciaries, pledgors and joint\nowners, and to voting trusts and other voting agreements).\n\n         Except as may be otherwise provided in the certificate of incorporation\nor these bylaws, each stockholder shall be entitled to one vote for each share\nof capital stock held by such stockholder with respect to any matter submitted\nto a vote of the stockholders and stockholders shall not be entitled to cumulate\ntheir votes in the election of directors.\n\n\n\n                                       -4-\n\n\n\n         2.10     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 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         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING\n\n         For purposes of determining the stockholders entitled to notice of any\nmeeting or to vote thereat, the board of directors may fix, in advance, a record\ndate, which shall not precede the date upon which the resolution fixing the\nrecord date is adopted by the board of directors and which shall not be more\nthan sixty (60) days nor less than ten (10) days before the date of any such\nmeeting, and in such event only stockholders of record on the date so fixed are\nentitled to notice and to vote, notwithstanding any transfer of any shares on\nthe books of the corporation after the record date.\n\n         If the board of directors does not so fix a record date, the record\ndate for determining stockholders entitled to notice of or to vote at a meeting\nof stockholders shall be at the close of business on the business day next\npreceding the day on which notice is given, or, if notice is waived, at the\nclose of business on the business day next preceding the day on which the\nmeeting is held.\n\n         A determination of stockholders of record entitled to notice of or to\nvote at a meeting of stockholders shall apply to any adjournment of the meeting\nunless the board of directors fixes a new record date for the adjourned meeting,\nbut the board of directors shall fix a new record date if the meeting is\nadjourned for more than thirty (30) days from the date set for the original\nmeeting.\n\n         The record date for any other purpose shall be as provided in Section\n8.1 of these bylaws.\n\n         2.12     PROXIES\n\n         Every person entitled to vote for directors, or on any other matter,\nshall have the right to do so either in person or by one or more agents\nauthorized by a written proxy signed by the person and filed with the secretary\nof the corporation, but no such proxy shall be voted or acted upon after three\n(3) years from its date unless the proxy provides for a longer period. A proxy\nshall be deemed signed if the stockholder's name is placed on the proxy (whether\nby manual signature, typewriting, telegraphic transmission, telefacsimile or\notherwise) by the stockholder or the stockholder's attorney-in-fact. The\nrevocability of a proxy that states on its face that it is irrevocable shall be\ngoverned by the provisions of Section 212(e) of the General Corporation Law of\nDelaware.\n\n\n                                       -5-\n\n\n\n\n         2.13     ORGANIZATION\n\n         The president, or in the absence of the president, the chairman of the\nboard, or, in the absence of the president and the chairman of the board, one of\nthe corporation's vice presidents, shall call the meeting of the stockholders to\norder, and shall act as chairman of the meeting. In the absence of the\npresident, the chairman of the board, and all of the vice presidents, the\nstockholders shall appoint a chairman for such meeting. The chairman of any\nmeeting of stockholders shall determine the order of business and the procedures\nat the meeting, including such matters as the regulation of the manner of voting\nand the conduct of business. The secretary of the corporation shall act as\nsecretary of all meetings of the stockholders, but in the absence of the\nsecretary at any meeting of the stockholders, the chairman of the meeting may\nappoint any person to act as secretary of the meeting.\n\n         2.14     LIST OF STOCKHOLDERS ENTITLED TO VOTE\n\n         The officer who has charge of the stock ledger of the corporation shall\nprepare and make, at least ten (10) days before every meeting of stockholders, a\ncomplete list of the stockholders entitled to vote at the meeting, arranged in\nalphabetical order, and showing the address of each stockholder and the number\nof shares registered in the name of each stockholder. Such list shall be open 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\n                                   ARTICLE III\n\n                                    DIRECTORS\n\n         3.1      POWERS\n\n         Subject to the provisions of the General Corporation Law of Delaware\nand any limitations in the certificate of incorporation and these bylaws\nrelating to action required to be approved by the stockholders or by the\noutstanding shares, the business and affairs of the corporation shall be managed\nand all corporate powers shall be exercised by or under the direction of the\nboard of directors.\n\n         3.2      NUMBER OF DIRECTORS\n\n         The board of directors shall consist of six members. The board of\ndirectors may increase or decrease the number of directors constituting the\nboard of directors upon the approval of a majority of the directors then in\noffice. The number of directors so determined shall be the\n\n\n\n                                       -6-\n\n\n\n\nauthorized number of directors of the corporation. No reduction of the\nauthorized number of directors shall have the effect of removing any director\nbefore that director's term of office expires.\n\n         3.3      ELECTION AND TERM OF OFFICE OF DIRECTORS\n\n         Except as provided in Section 3.4 of these bylaws, directors shall be\nelected at each annual meeting of stockholders to hold office until the next\nannual meeting. Each director, including a director elected or appointed to fill\na vacancy, shall hold office until the expiration of the term for which elected\nand until a successor has been elected and qualified.\n\n         3.4      RESIGNATION AND VACANCIES\n\n         Any director may resign effective on giving written notice to the\nchairman of the board, the president, the secretary or the board of directors,\nunless the notice specifies a later time for that resignation to become\neffective. If the resignation of a director is effective at a future time, the\nboard of directors may elect a successor to take office when the resignation\nbecomes effective.\n\n         All vacancies in the board of directors may be filled by a majority of\nthe remaining directors, even if less than a quorum, or by a sole remaining\ndirector; provided, that whenever the holders of any class or classes of stock\nor series thereof are entitled to elect one or more directors by the provisions\nof the certificate of incorporation, vacancies and newly created directorships\nof such class or classes or series may be filled by a majority of the directors\nelected by such class or classes or series thereof then in office, or by a sole\nremaining director so elected.\n\n         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE\n\n         Regular meetings of the board of directors may be held at any place\nwithin or outside the State of Delaware that has been designated from time to\ntime by resolution of the board. In the absence of such a designation, regular\nmeetings shall be held at the principal executive office of the corporation.\nSpecial meetings of the board may be held at any place within or outside the\nState of Delaware that has been designated in the notice of the meeting or, if\nnot stated in the notice or if there is no notice, at the principal executive\noffice of the corporation.\n\n         Any meeting, regular or special, may be held by conference telephone or\nsimilar communication equipment, so long as all directors participating in the\nmeeting can hear one another; and all such directors shall be deemed to be\npresent in person at the meeting.\n\n         3.6      REGULAR MEETINGS\n\n         Regular meetings of the board of directors may be held without notice\nif the times of such meetings are fixed by the board of directors. If any\nregular meeting day shall fall on a legal holiday, then the meeting shall be\nheld next succeeding full business day.\n\n\n\n                                       -7-\n\n\n\n\n\n         3.7      SPECIAL MEETINGS; NOTICE\n\n         Special meetings of the board of directors for any purpose or purposes\nmay be called at any time by the chairman of the board, the president, any vice\npresident, the secretary or any two directors.\n\n         Notice of the time and place of special meetings shall be delivered\npersonally or by telephone to each director or sent by first-class mail or\ntelegram, charges prepaid, addressed to each director at that director's address\nas it is shown on the records of the corporation. If the notice is mailed, it\nshall be deposited in the United States mail at least four (4) days before the\ntime of the holding of the meeting. If the notice is delivered personally or by\ntelephone or telegram, it shall be delivered personally or by telephone or to\nthe telegraph company at least forty-eight (48) hours before the time of the\nholding of the meeting. Any oral notice given personally or by telephone may be\ncommunicated either to the director or to a person at the office of the director\nwho the person giving the notice has reason to believe will promptly communicate\nit to the director. The notice need not specify the purpose or the place of the\nmeeting, if the meeting is to be held at the principal executive office of the\ncorporation.\n\n         3.8      QUORUM\n\n         A majority of the authorized number of directors shall constitute a\nquorum for the transaction of business, except to adjourn as provided in Section\n3.10 of these bylaws. Every act or decision done or made by a majority of the\ndirectors present at a duly held meeting at which a quorum is present shall be\nregarded as the act of the board of directors, subject to the provisions of the\ncertificate of incorporation and other applicable law.\n\n         A meeting at which a quorum is initially present may continue to\ntransact business notwithstanding the withdrawal of directors, if any action\ntaken is approved by at least a majority of the required quorum for that\nmeeting.\n\n         3.9      WAIVER OF NOTICE\n\n         Notice of a meeting need not be given to any director (i) who signs a\nwaiver of notice or a consent to holding the meeting or an approval of the\nminutes thereof, whether before or after the meeting, or (ii) who attends the\nmeeting without protesting, prior thereto or at its commencement, the lack of\nnotice to such directors. All such waivers, consents, and approvals shall be\nfiled with the corporate records or made part of the minutes of the meeting. A\nwaiver of notice need not specify the purpose of any regular or special meeting\nof the board of directors.\n\n         3.10     ADJOURNMENT\n\n         A majority of the directors present, whether or not constituting a\nquorum, may adjourn any meeting to another time and place.\n\n\n\n                                       -8-\n\n\n\n         3.11     NOTICE OF ADJOURNMENT\n\n         Notice of the time and place of holding an adjourned meeting need not\nbe given unless the meeting is adjourned for more than twenty-four (24) hours.\nIf the meeting is adjourned for more than twenty-four (24) hours, then notice of\nthe time and place of the adjourned meeting shall be given before the adjourned\nmeeting takes place, in the manner specified in Section 3.7 of these bylaws, to\nthe directors who were not present at the time of the adjournment.\n\n         3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING\n\n         Any action required or permitted to be taken by the board of directors\nmay be taken without a meeting, provided that all members of the board\nindividually or collectively consent in writing to that action. Such action by\nwritten consent shall have the same force and effect as a unanimous vote of the\nboard of directors. Such written consent and any counterparts thereof shall be\nfiled with the minutes of the proceedings of the board.\n\n         3.13     FEES AND COMPENSATION OF DIRECTORS\n\n         Directors and members of committees may receive such compensation, if\nany, for their services and such reimbursement of expenses as may be fixed or\ndetermined by resolution of the board of directors. This Section 3.13 shall not\nbe construed to preclude any director from serving the corporation in any other\ncapacity as an officer, agent, employee or otherwise and receiving compensation\nfor those services.\n\n         3.14     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 any of its\nsubsidiaries, including any officer or employee who is a director of the\ncorporation or any of its subsidiaries, whenever, in the judgment of the\ndirectors, such loan, guaranty or assistance may reasonably be expected to\nbenefit the corporation. The loan, guaranty or other assistance may be with or\nwithout interest and may be unsecured, or secured in such manner as the board of\ndirectors shall approve, including, without limitation, a pledge of shares of\nstock of the corporation. Nothing contained in this section shall be deemed to\ndeny, limit or restrict the powers of guaranty or warranty of the corporation at\ncommon law or under any statute.\n\n\n\n                                       -9-\n\n\n\n                                   ARTICLE IV\n\n                                   COMMITTEES\n\n         4.1      COMMITTEES OF DIRECTORS\n\n         The board of directors may, by resolution adopted by a majority of the\nauthorized number of directors, designate one (1) or more committees, each\nconsisting of two or more directors, to serve at the pleasure of the board. The\nboard may designate one (1) or more directors as alternate members of any\ncommittee, who may replace any absent member at any meeting of the committee.\nThe appointment of members or alternate members of a committee requires the vote\nof a majority of the authorized number of directors. Any committee, to the\nextent provided in the resolution of the board, shall have and may exercise all\nthe powers and authority of the board, but no such committee shall have the\npower of authority to:\n\n                  (a) amend the certificate of incorporation (except that a\ncommittee may, to the extent authorized in the resolution or resolutions\nproviding for the issuance of shares of stock adopted by the board of directors\nas provided in Section 151(a) of the General Corporation Law of Delaware, fix\nthe designations and any of the preferences or rights of such shares relating to\ndividends, redemption, dissolution, any distribution of assets of the\ncorporation or the conversion into, or the exchange of such shares for, shares\nof any other class or classes or any other series of the same or any other class\nor classes of stock of the corporation);\n\n                  (b) adopt an agreement of merger or consolidation under\nSections 251 or 252 of the General Corporation Law of Delaware;\n\n                  (c) recommend to the stockholders the sale, lease or exchange\nof all or substantially all of the corporation's property and assets;\n\n                  (d) recommend to the stockholders a dissolution of the\ncorporation or a revocation of a dissolution; or\n\n                  (e) amend the bylaws of the corporation; and, unless the board\nresolution estab lishing 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      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), Section 3.6 (regular meetings), Section 3.7 (special\nmeetings and notice), Section 3.8 (quorum), Section 3.9\n\n\n\n                                      -10-\n\n\n\n\n(waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of\nadjournment), and Section 3.12 (action without 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 be determined either by resolution of\nthe board of directors or by resolution of the committee, that special meetings\nof committees may also be called by resolution of the board of directors, and\nthat notice of special meetings of committees shall also be given to all\nalternate members, who shall have the right to attend all meetings of the\ncommittee. The board of directors may adopt rules for the government of any\ncommittee not inconsistent with the provisions of these bylaws.\n\n         4.3      COMMITTEE MINUTES.\n\n         Each committee shall keep regular minutes of its meetings and report\nthe same to the board of directors when required.\n\n\n                                    ARTICLE V\n\n                                    OFFICERS\n\n         5.1      OFFICERS\n\n         The officers of the corporation shall be a president, a secretary, and\na chief financial officer. The corporation may also have, at the discretion of\nthe board of directors, a chairman of the board, one or more vice presidents,\none or more assistant secretaries, one or more assistant treasurers, and such\nother officers as may be appointed in accordance with the provisions of Section\n5.3 of these bylaws. Any number 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 Section 5.3 or Section 5.5 of\nthese bylaws, shall be chosen by the board, subject to the rights, if any, of an\nofficer under any contract of employment.\n\n         5.3      SUBORDINATE OFFICERS\n\n         The board of directors may appoint, or may empower the president to\nappoint, such other officers as the business of the corporation may require,\neach of whom shall hold office for such period, have such authority, and perform\nsuch duties as are provided in these bylaws or as the board of directors may\nfrom time to time determine.\n\n\n\n                                      -11-\n\n\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 the\nboard of directors at any regular or special meeting of the board or, except in\ncase of an officer chosen by the board of directors, by any officer upon whom\nsuch power of removal may be conferred by the board of directors.\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         A vacancy in any office because of death, resignation, removal,\ndisqualification or any other cause shall be filled in the manner prescribed in\nthese bylaws for regular appointments to that office.\n\n         5.6      CHAIRMAN OF THE BOARD\n\n         The chairman of the board, if such an officer be elected, shall, if\npresent, preside at meetings of the board of directors and exercise 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 cor poration 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         5.8      VICE PRESIDENTS\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\n\n\n\n                                      -12-\n\n\n\nother powers and perform such other duties as from time to time may be\nprescribed for them respectively by the board of directors, these bylaws, the\npresident 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 resolu tion 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     CHIEF FINANCIAL OFFICER\n\n         The chief financial officer shall keep and maintain, or cause to be\nkept and maintained, adequate and correct books and records of accounts of the\nproperties and business transactions of the corporation, including accounts of\nits assets, liabilities, receipts, disbursements, gains, losses, capital,\nretained earnings, and shares. The books of account shall at all reasonable\ntimes be open to in spection by any director.\n\n         The chief financial officer shall deposit all money and other valuables\nin the name and to the credit of the corporation with such depositaries as may\nbe designated by the board of directors. He shall disburse the funds of the\ncorporation as may be ordered by the board of directors, shall render to the\npresident and directors, whenever they request it, an account of all of his\ntransactions as chief financial officer and of the financial condition of the\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\n\n                                      -13-\n\n\n\n\n                                   ARTICLE VI\n\n               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,\n                                AND OTHER AGENTS\n\n         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS\n\n         The corporation shall, to the maximum extent and in the manner\npermitted by the General Corporation Law of Delaware as the same now exists or\nmay hereafter be amended, indemnify any person against expenses (including\nattorneys' fees), judgments, fines, and amounts paid in settlement actually and\nreasonably incurred in connection with any threatened, pending or completed\naction, suit, or proceeding in which such person was or is a party or is\nthreatened to be made a party by reason of the fact that such person is or was a\ndirector or officer of the corporation. For purposes of this Section 6.1, a\n'director' or 'officer' of the corporation shall mean any person (i) who is or\nwas a director or officer of the corporation, (ii) who is or was serving at the\nrequest of the corporation as a director or officer of another corporation,\npartnership, joint venture, trust or other enterprise, or (iii) who was a\ndirector or officer of a corporation which was a predecessor corporation of the\ncorporation or of another enterprise at the request of such predecessor\ncorporation.\n\n         The corporation shall be required to indemnify a director or officer in\nconnection with an action, suit, or proceeding (or part thereof) initiated by\nsuch director or officer only if the initiation of such action, suit, or\nproceeding (or part thereof) by the director or officer was authorized by the\nBoard of Directors of the corporation.\n\n         The corporation shall pay the expenses (including attorney's fees)\nincurred by a director or officer of the corporation entitled to indemnification\nhereunder in defending any action, suit or proceeding referred to in this\nSection 6.1 in advance of its final disposition; provided, however, that payment\nof expenses incurred by a director or officer of the corporation in advance of\nthe final disposition of such action, suit or proceeding shall be made only upon\nreceipt of an undertaking by the director or officer to repay all amounts\nadvanced if it should ultimately be determined that the director of officer is\nnot entitled to be indemnified under this Section 6.1 or otherwise.\n\n         The rights conferred on any person by this Article shall not be\nexclusive of any other rights which such person may have or hereafter acquire\nunder any statute, provision of the corporation's Certificate of Incorporation,\nthese bylaws, agreement, vote of the stockholders or disinterested directors or\notherwise.\n\n         Any repeal or modification of the foregoing provisions of this Article\nshall not adversely affect any right or protection hereunder of any person in\nrespect of any act or omission occurring prior to the time of such repeal or\nmodification.\n\n\n\n                                      -14-\n\n\n\n\n         6.2      INDEMNIFICATION OF OTHERS\n\n         The corporation shall have the power, to the maximum extent and in the\nmanner permitted by the General Corporation Law of Delaware as the same now\nexists or may hereafter be amended, to indemnify any person (other than\ndirectors and officers) against expenses (including attorneys' fees), judgments,\nfines, and amounts paid in settlement actually and reasonably incurred in\nconnection with any threatened, pending or completed action, suit, or\nproceeding, in which such person was or is a party or is threatened to be made a\nparty by reason of the fact that such person is or was an employee or agent of\nthe corporation. For purposes of this Section 6.2, an 'employee' or 'agent' of\nthe corporation (other than a director or officer) shall mean any person (i) who\nis or was an employee or agent of the corporation, (ii) who is or was serving at\nthe request of the corporation as an employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise, or (iii) who was an\nemployee or agent of a corporation which was a predecessor corporation of the\ncorporation or of another enterprise at the request of such predecessor\ncorporation.\n\n         6.3      INSURANCE\n\n         The corporation may purchase and maintain insurance on behalf of any\nperson who is or was a director, officer, employee or agent of the corporation,\nor is or was serving at the request of the corporation as a director, officer,\nemployee or agent of another corporation, partnership, joint venture, trust or\nother enterprise against any liability asserted against him or her and incurred\nby him or her in any such capacity, or arising out of his or her status as such,\nwhether or not the corporation would have the power to indemnify him or her\nagainst such liability under the provisions of the General Corporation Law of\nDelaware.\n\n\n                                   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 of its business and properties.\n\n         Any stockholder of record, in person or by attorney or other agent,\nshall, upon written demand under oath stating the purpose thereof, have the\nright during the usual hours for business to inspect for any proper purpose the\ncorporation's stock ledger, a list of its stockholders, and its other books and\nrecords and to make copies or extracts therefrom. A proper purpose shall mean a\npurpose reasonably related to such person's interest as a stockholder. In every\ninstance where an attorney or other agent is the person who seeks the right to\ninspection, the demand under oath shall be\n\n\n\n                                      -15-\n\n\n\n\naccompanied by a power of attorney or such other writing that authorizes the\nattorney or other agent to so act on behalf of the stockholder. The demand under\noath shall be directed to the corporation at its registered office in Delaware\nor at its principal place of business.\n\n         7.2      INSPECTION BY DIRECTORS\n\n         Any director shall have the right to examine (and to make copies of)\nthe corporation's stock ledger, a list of its stockholders and its other books\nand records for a purpose reasonably related to his or her position as a\ndirector.\n\n         7.3      ANNUAL STATEMENT TO STOCKHOLDERS\n\n         The board of directors shall present at each annual meeting, and at any\nspecial meeting of the stockholders when called for by vote of the stockholders,\na full and clear statement of the business and condition of the corporation.\n\n         7.4      REPRESENTATION OF SHARES OF OTHER CORPORATIONS\n\n         The chairman of the board, if any, the president, any vice president,\nthe chief financial officer, the secretary or any assistant secretary of this\ncorporation, or any other person authorized by the board of directors or the\npresident or a vice president, is authorized to vote, represent and exercise on\nbehalf of this corporation all rights incident to any and all shares of the\nstock of any other corporation or corporations standing in the name of this\ncorporation. The authority herein granted may be exercised either by such person\ndirectly or by any other person authorized to do so by proxy or power of\nattorney duly executed by such person having the authority.\n\n         7.5      CERTIFICATION AND INSPECTION OF BYLAWS\n\n         The original or a copy of these bylaws, as amended or otherwise altered\nto date, certified by the secretary, shall be kept at the corporation's\nprincipal executive office and shall be open to inspection by the stockholders\nof the corporation, at all reasonable times during office hours.\n\n\n                                  ARTICLE VIII\n\n                                 GENERAL MATTERS\n\n         8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING\n\n         For purposes of determining the stockholders entitled to receive\npayment of any dividend or other distribution or allotment of any rights or the\nstockholders entitled to exercise any rights in respect of any other lawful\naction, the board of directors may fix, in advance, a record date, which shall\nnot be more than sixty (60) days before any such action. In that case, only\nstockholders of\n\n\n\n                                      -16-\n\n\n\nrecord at the close of business on the date so fixed are entitled to receive the\ndividend, distribution or allotment of rights, or to exercise such rights, as\nthe case may be, notwithstanding any transfer of any shares on the books of the\ncorporation after the record date so fixed, except as otherwise provided in the\nGeneral Corporation Law of Delaware.\n\n         If the board of directors does not so fix a record date, then the\nrecord date for determining stockholders for any such purpose shall be at the\nclose of business on the day on which the board adopts the applicable\nresolution.\n\n         8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS\n\n         From time to time, the board of directors shall determine by resolution\nwhich person or persons may sign or endorse all checks, drafts, other orders for\npayment of money, notes or other evidences of indebtedness that are issued in\nthe name of or payable to the corporation, and only the persons so authorized\nshall sign or endorse those instruments.\n\n         8.3      CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED\n\n         The board of directors, except as otherwise provided in these bylaws,\nmay authorize 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 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         8.4      STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES\n\n         The shares of the corporation shall be represented by certificates,\nprovided that the board of directors of the corporation may provide by\nresolution or resolutions that some or all of any or all classes or series of\nits stock shall be uncertificated shares. Any such resolution shall not apply 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\nof the board of directors, or the president or vice-president, and by the\ntreasurer or an assistant treasurer, or the secretary or an assistant secretary\nof such corporation representing the number of shares registered in certificate\nform. Any or all of the signatures on the certificate may be a facsimile. In\ncase any officer, transfer agent or registrar who has signed or whose facsimile\nsignature has been placed upon a certificate has ceased to be such officer,\ntransfer agent or registrar before such certificate is issued, it may be issued\nby the corporation with the same effect as if he or she were such officer,\ntransfer agent or registrar at the date of issue.\n\n\n\n                                      -17-\n\n\n\n\n\n         Certificates for shares shall be of such form and device as the board\nof directors may designate and shall state the name of the record holder of the\nshares represented thereby; its number; date of issuance; the number of shares\nfor which it is issued; a summary statement or reference to the powers,\ndesignations, preferences or other special rights of such stock and the\nqualifications, limitations or restrictions of such preferences and\/or rights,\nif any; a statement or summary of liens, if any; a conspicuous notice of\nrestrictions upon transfer or registration of transfer, if any; a statement as\nto any applicable voting trust agreement; if the shares be assessable, or, if\nassessments are collectible by personal action, a plain statement of such facts.\n\n         Upon surrender to the secretary or transfer agent of the corporation of\na certificate for shares duly endorsed or accompanied by proper evidence of\nsuccession, assignment or authority to transfer, it shall be the duty of the\ncorporation to issue a new certificate to the person entitled thereto, cancel\nthe old certificate and record the transaction upon its books.\n\n         The corporation may issue the whole or any part of its shares as partly\npaid and subject to call for the remainder of the consideration to be paid\ntherefor. Upon the face or back of each stock certificate issued to represent\nany such partly paid shares, or upon the books and records of the corporation in\nthe case of uncertificated partly paid shares, the total amount of the\nconsideration to be paid therefor and the amount paid thereon shall be stated.\nUpon the declaration of any dividend on fully paid shares, the corporation shall\ndeclare a dividend upon partly paid shares of the same class, but only upon the\nbasis of the percentage of the consideration actually paid thereon.\n\n         8.5      SPECIAL DESIGNATION ON CERTIFICATES\n\n         If the corporation is authorized to issue more than one class of stock\nor more than one series of any class, then the powers, the designations, the\npreferences and the relative, participating, optional or other special rights of\neach class of stock or series thereof and the qualifications, limitations or\nrestrictions of such preferences and\/or rights shall be set forth in full or\nsummarized on the face or back of the certificate that the corporation shall\nissue to represent such class or series of stock; provided, however, that,\nexcept as otherwise provided in Section 202 of the General Corporation Law of\nDelaware, in lieu of the foregoing requirements there may be set forth on the\nface or back of the certificate that the corporation shall issue to represent\nsuch class or series of stock a statement that the corporation will furnish\nwithout charge to each stockholder who so requests the powers, the designations,\nthe preferences and the relative, participating, optional or other special\nrights of each class of stock or series thereof and the qualifications,\nlimitations or restrictions of such preferences and\/or rights.\n\n         8.6      LOST CERTIFICATES\n\n         Except as provided in this Section 8.6, no new certificates for shares\nshall be issued to replace a previously issued certificate unless the latter is\nsurrendered to the corporation and canceled at the same time. The board of\ndirectors may, in case any share certificate or certificate for any other\nsecurity is lost, stolen or destroyed, authorize the issuance of replacement\ncertificates on such terms\n\n\n\n                                      -18-\n\n\n\n\n\nand conditions as the board may require; the board may require indemnification\nof the corporation secured by a bond or other adequate security sufficient to\nprotect the corporation against any claim that may be made against it, including\nany expense or liability, on account of the alleged loss, theft or destruction\nof the certificate or the issuance of the replacement certificate.\n\n         8.7      TRANSFER AGENTS AND REGISTRARS\n\n         The board of directors may appoint one or more transfer agents or\ntransfer clerks, and one or more registrars, each of which shall be an\nincorporated bank or trust company -- either domestic or foreign, who shall be\nappointed at such times and places as the requirements of the corporation may\nnecessitate and the board of directors may designate.\n\n         8.8      CONSTRUCTION; DEFINITIONS\n\n         Unless the context requires otherwise, the general provisions, rules of\nconstruction, and definitions in the General Corporation Law of Delaware shall\ngovern the construction of these bylaws. Without limiting the generality of 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\n                                   ARTICLE IX\n\n                                   AMENDMENTS\n\n         9.1      AMENDMENTS BY STOCKHOLDERS AND DIRECTORS\n\n         The original or other bylaws of the corporation may be adopted, amended\nor repealed by the stockholders entitled to vote or by the board of directors of\nthe corporation. The fact that such power has been so conferred upon the\ndirectors shall not divest the stockholders of the power, nor limit their power\nto adopt, amend or repeal bylaws.\n\n         Whenever an amendment or new bylaw is adopted, it shall be copied in\nthe book of bylaws with the original bylaws, in the appropriate place. If any\nbylaw is repealed, the fact of repeal with the date of the meeting at which the\nrepeal was enacted or the filing of the operative written consent(s) shall be\nstated in said book.\n\n         9.2      SUPERMAJORITY VOTE\n\n         Notwithstanding anything to the contrary in the bylaws, neither Section\n2.3 (special meeting), Section 2.5 (advance notice of stockholder nominees and\nstockholder business), nor this Section 9.2 (supermajority vote) of the bylaws\nshall be repealed or amended, nor shall any provision inconsistent\n\n\n\n                                      -19-\n\n\n\n\nwith the aforementioned provisions be adopted and added to the bylaws except\nupon the affirmative vote of not less than two-thirds of the shares of the\ncorporation issued and outstanding.\n\n         Amended and Restated Bylaws adopted by the Board of Directors of the\nCorporation at Mountain View, California, this 22nd day of January, 1999.\n\n\n\n                                      -20-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8746],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9573,9574],"class_list":["post-41562","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sagent-technology-inc","corporate_contracts_industries-technology__software","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\/41562","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=41562"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41562"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41562"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41562"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}