{"id":41574,"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-utstarcom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-utstarcom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-utstarcom-inc.html","title":{"rendered":"Bylaws &#8211; UTStarcom Inc."},"content":{"rendered":"<pre>                                       FIRST\n                                          \n                               AMENDED AND RESTATED \n                                          \n                                       BYLAWS\n                                          \n                                         OF\n                                          \n                                  UTSTARCOM, INC.\n                                          \n                              (a Delaware corporation)\n\n\n\n\n\n\n\n\n\n                                  TABLE OF CONTENTS\n\n\n\n                                                                     PAGE\n                                                                  \nARTICLE I - CORPORATE OFFICES. . . . . . . . . . . . . . . . . . . . . .1\n\n     1.1   REGISTERED OFFICE . . . . . . . . . . . . . . . . . . . . . .1\n     1.2   OTHER OFFICES . . . . . . . . . . . . . . . . . . . . . . . .1\n\nARTICLE II - MEETINGS OF STOCKHOLDERS. . . . . . . . . . . . . . . . . .1\n\n     2.1   PLACE OF MEETINGS . . . . . . . . . . . . . . . . . . . . . .1\n\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\n           STOCKHOLDER BUSINESS. . . . . . . . . . . . . . . . . . . . .2\n     2.6   MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. . . . . . . . .4\n     2.7   QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . . . .4\n     2.8   ADJOURNED MEETING; NOTICE . . . . . . . . . . . . . . . . . .5\n     2.9   VOTING. . . . . . . . . . . . . . . . . . . . . . . . . . . .5\n     2.10  WAIVER OF NOTICE. . . . . . . . . . . . . . . . . . . . . . .5\n     2.11  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING . . .6\n     2.12  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING. . . . . . . . . .6\n     2.13  PROXIES . . . . . . . . . . . . . . . . . . . . . . . . . . .7\n     2.14  LIST OF STOCKHOLDERS ENTITLED TO VOTE . . . . . . . . . . . .7\n\nARTICLE III - DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . .7\n\n     3.1   POWERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .7\n     3.2   NUMBER OF DIRECTORS . . . . . . . . . . . . . . . . . . . . .8\n     3.3   ELECTION AND TERM OF OFFICE OF DIRECTORS. . . . . . . . . . .8\n     3.4   RESIGNATION AND VACANCIES . . . . . . . . . . . . . . . . . .8\n     3.5   PLACE OF MEETINGS; MEETINGS BY TELEPHONE. . . . . . . . . . .9\n     3.6   REGULAR MEETINGS. . . . . . . . . . . . . . . . . . . . . . .9\n     3.7   SPECIAL MEETINGS; NOTICE. . . . . . . . . . . . . . . . . . .9\n     3.8   QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . . . .9\n     3.9   WAIVER OF NOTICE. . . . . . . . . . . . . . . . . . . . . . 10\n     3.10  ADJOURNMENT . . . . . . . . . . . . . . . . . . . . . . . . 10\n     3.11  NOTICE OF ADJOURNMENT . . . . . . . . . . . . . . . . . . . 10\n     3.12  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING . . . . . 10\n     3.13  FEES AND COMPENSATION OF DIRECTORS. . . . . . . . . . . . . 10\n     3.14  APPROVAL OF LOANS TO OFFICERS . . . . . . . . . . . . . . . 11\n\nARTICLE IV - COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . . 11\n\n     4.1   COMMITTEES OF DIRECTORS . . . . . . . . . . . . . . . . . . 11\n     4.2   MEETINGS AND ACTION OF COMMITTEES . . . . . . . . . . . . . 12\n\n                                     -i-\n\n\n\n     4.3   COMMITTEE MINUTES . . . . . . . . . . . . . . . . . . . . . 12\n\nARTICLE V - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . 12\n\n     5.1   OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . 12\n     5.2   ELECTION OF OFFICERS. . . . . . . . . . . . . . . . . . . . 12\n     5.3   SUBORDINATE OFFICERS. . . . . . . . . . . . . . . . . . . . 13\n     5.4   REMOVAL AND RESIGNATION OF OFFICERS . . . . . . . . . . . . 13\n     5.5   VACANCIES IN OFFICES. . . . . . . . . . . . . . . . . . . . 13\n     5.6   CHAIRMAN OF THE BOARD . . . . . . . . . . . . . . . . . . . 13\n     5.7   PRESIDENT . . . . . . . . . . . . . . . . . . . . . . . . . 13\n     5.8   VICE PRESIDENTS . . . . . . . . . . . . . . . . . . . . . . 14\n     5.9   SECRETARY . . . . . . . . . . . . . . . . . . . . . . . . . 14\n     5.10  CHIEF FINANCIAL OFFICER . . . . . . . . . . . . . . . . . . 14\n\nARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND \n             OTHER AGENTS . . . . . . . . . . . . . . . . . . . . . .  15\n\n     6.1   INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . . . . . . 15\n     6.2   INDEMNIFICATION OF OTHERS . . . . . . . . . . . . . . . . . 15\n     6.3   ADVANCEMENT OF EXPENSES . . . . . . . . . . . . . . . . . . 15\n     6.4   INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . 16\n     6.5   OTHER INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 16\n     6.6   REPEAL OR MODIFICATION. . . . . . . . . . . . . . . . . . . 16\n\nARTICLE VII - RECORDS AND REPORTS. . . . . . . . . . . . . . . . . . . 16\n\n     7.1   MAINTENANCE AND INSPECTION OF RECORDS . . . . . . . . . . . 16\n     7.2   INSPECTION BY DIRECTORS . . . . . . . . . . . . . . . . . . 17\n     7.3   ANNUAL STATEMENT TO STOCKHOLDERS. . . . . . . . . . . . . . 17\n     7.4   REPRESENTATION OF SHARES OF OTHER CORPORATIONS. . . . . . . 17\n     7.5   CERTIFICATION AND INSPECTION OF BYLAWS. . . . . . . . . . . 17\n\nARTICLE VIII - GENERAL MATTERS . . . . . . . . . . . . . . . . . . . . 17\n\n     8.1   RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING . . . 17\n     8.2   CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS . . . . . . . . . 18\n     8.3   CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED. . . . . 18\n     8.4   STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES. . . . . . 18\n     8.5   SPECIAL DESIGNATION ON CERTIFICATES . . . . . . . . . . . . 19\n     8.6   LOST CERTIFICATES . . . . . . . . . . . . . . . . . . . . . 19\n     8.7   CONSTRUCTION; DEFINITIONS . . . . . . . . . . . . . . . . . 19\n\n                                     -ii-\n\n\n\nARTICLE IX - AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . 20\n\n     9.1   AMENDMENTS BY STOCKHOLDERS AND DIRECTORS. . . . . . . . . . 20\n\n\n                                    -iii-\n\n\n\n                                    FIRST\n\n                             AMENDED AND RESTATED\n\n                                     BYLAWS\n\n                                      OF\n\n                               UTSTARCOM, INC. \n\n                           (a Delaware Corporation)\n\n\n                                  ARTICLE I\n\n\n                              CORPORATE OFFICES\n\n\n       1.1    REGISTERED OFFICE\n\n       The registered office of the corporation shall be in the City of\nWilmington, County of New Castle, State of Delaware.  The name of the registered\nagent of the corporation 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 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 the\nState of Delaware designated by the board of directors.  In the absence of any\nsuch designation, stockholders' meetings shall be held at the principal\nexecutive office of the corporation.\n\n       2.2    ANNUAL MEETING\n\n       The annual meeting of stockholders shall be held each year on a date and\nat a time designated by the board of directors.  At the meeting, directors shall\nbe elected, and any other proper business may be transacted.\n\n\n       2.3    SPECIAL MEETING\n\n       A special meeting of the stockholders may be called at any time by the \nboard of directors, or by the chairman of the board, by the president, or by \none or more stockholders holding shares in the aggregate entitled to cast not \nless than fifty percent (50%) of the votes at that meeting.\n\n       If a special meeting is called by any person or persons other than the \nboard of directors or the president or the chairman of the board, then the \nrequest shall be in writing, specifying the time of such meeting and the \ngeneral nature of the business proposed to be transacted, and shall be \ndelivered personally or sent by registered mail or by telegraphic or other \nfacsimile transmission to the chairman of the board, the president, any vice \npresident or the secretary of the corporation.  The officer receiving the \nrequest shall cause notice to be promptly given to the shareholders entitled \nto vote, in accordance with the provisions of Sections 2.4 and 2.5 of these \nbylaws, that a meeting will be held at the time requested by the person or \npersons calling the meeting, so long as that time is not less than \nthirty-five (35) nor more than sixty (60) days after the receipt of the \nrequest.  If the notice is not given within twenty (20) days after receipt of \nthe request, then the person or persons requesting the meeting may give the \nnotice.  Nothing contained in this paragraph of this Section 2.3 shall be \nconstrued as limiting, fixing or affecting the time when a meeting of \nshareholders called by action of the board of directors may be held.\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 2.5 of these bylaws not less than ten (10) \nnor more than sixty (60) days before the date of the meeting.  The notice \nshall specify the place, date and hour of the meeting and (i) in the case of \na special meeting, the purpose or purposes for which the meeting is called \n(no business other than that specified in the notice may be transacted) or \n(ii) in the case of the annual meeting, those matters which the board of \ndirectors, at the time of giving the notice, intends to present for action by \nthe stockholders (but any proper matter may be presented at the meeting for \nsuch action).  The notice of any meeting at which directors are to be elected \nshall include the name of any nominee or nominees who, at the time of the \nnotice, the board intends to present for election.\n\n       2.5    ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS\n\n       Nominations of persons for election to the Board of Directors of the \ncorporation may be made at a meeting of stockholders by or at the direction \nof the Board of Directors or by any stockholder of the corporation entitled \nto vote in the election of directors at the meeting who complies with the \nnotice procedures set forth in this Section.  Such nominations, other than \nthose made by or at the direction of the Board of Directors, shall be made \npursuant to timely notice in writing to the Secretary of the corporation.  To \nbe timely, a stockholder's notice shall be delivered to or mailed and \nreceived at the principal executive offices of the corporation not less than \none hundred twenty (120) days prior to the meeting; provided, however, that \nin the event less than one hundred thirty (130) days notice or \n\n                                     -2-\n\n\n\nprior public disclosure of the date of the meeting is given or made to \nstockholders, notice by the stockholder to be timely must be so received not \nlater than the close of business on the tenth day following the day on which \nsuch notice of the date of the meeting was mailed or such public disclosure \nwas made.  Such stockholder's notice shall set forth (a) as to each person, \nif any, whom the stockholder proposes to nominate for election or re-election \nas a director:  (i) the name, age, business address and residence address of \nsuch person, (ii) the principal occupation or employment of such person, \n(iii) the class and number of shares of the corporation which are \nbeneficially owned by such person, (iv) any other information relating to \nsuch person that is required by law to be disclosed in solicitations of \nproxies for election of directors, and (v) such person's written consent to \nbeing named as a nominee and to serving as a director if elected; and (b) as \nto the stockholder giving the notice: (i) the name and address, as they \nappear on the corporation's books, of such stockholder, and (ii) the class \nand number of shares of the corporation which are beneficially owned by such \nstockholder, and (iii) a description of all arrangements or understandings \nbetween such stockholder and each nominee and any other person or persons \n(naming such person or persons) relating to the nomination.  At the request \nof the Board of Directors any person nominated by the Board for election as a \ndirector shall furnish to the Secretary of the corporation that information \nrequired to be set forth in the stockholder's notice of nomination which \npertains to the nominee.  No person shall be eligible for election as a \ndirector of the corporation unless nominated in accordance with the \nprocedures set forth in this Section.  The chairman of the meeting shall, if \nthe facts warrant, determine and declare at the meeting that a nomination was \nnot made in accordance with the procedures prescribed by these Bylaws, and if \nthe chairman should so determine, the chairman shall so declare at the \nmeeting and the defective nomination shall be disregarded.\n\n       At an annual meeting of the stockholders, only such business shall be \nconducted as shall have been properly brought before the meeting.  To be \nproperly brought before an annual meeting, business must be:  (a) as \nspecified in the notice of meeting (or any supplement thereto) given by or at \nthe direction of the Board of Directors, (b)  otherwise properly brought \nbefore the meeting by or at the direction of the Board of Directors, or (c) \notherwise properly brought before the meeting by a stockholder.  Business to \nbe brought before an annual meeting by a stockholder shall not be considered \nproperly brought if the stockholder has not given timely notice thereof in \nwriting to the Secretary of the corporation.  To be timely, a stockholder's \nnotice must be delivered to or mailed and received at the principal executive \noffices of the corporation not less than forty five (45) days prior to the \ndate on which the corporation first mailed proxy materials for the prior \nyear's annual meeting; provided, however, that if the corporation's annual \nmeeting of stockholders occurs on a date more than thirty (30) days earlier \nor later than the corporation's prior year's annual meeting, then the Board \nof Directors shall determine a date a reasonable period prior to the \ncorporation's annual meeting of stockholders by which date the stockholders \nnotice must be delivered and publicize such date in a filing pursuant to the \nSecurities Exchange Act of 1934, as amended, or via press release.  Such \npublication shall occur at least ten (10) days prior to the date set by the \nBoard of Directors.  A stockholder's notice to the Secretary shall set forth \nas to each matter the stockholder proposes to bring before the annual \nmeeting:  (i) a brief description of the business desired to be brought \nbefore the annual meeting and the reasons for conducting such business at the \nannual meeting, (ii) the name \n\n                                     -3-\n\n\n\nand address of the stockholder proposing such business, (iii) the class and \nnumber of shares of the corporation which are beneficially owned by the \nstockholder, (iv) any material interest of the stockholder in such business, \nand (v) any other information that is required by law to be provided by the \nstockholder in his capacity as a proponent of a stockholder proposal.  \nNotwithstanding anything in these bylaws to the contrary, no business shall \nbe conducted at any annual meeting except in accordance with the procedures \nset forth in this Section.  The chairman of the annual meeting shall, if the \nfacts warrant, determine and declare at the meeting that business was not \nproperly brought before the meeting and in accordance with the provisions of \nthis Section, and, if the chairman should so determine, the chairman shall so \ndeclare at the meeting that any such business not properly brought before the \nmeeting shall not be transacted.\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 \nprepaid and shall be addressed to the stockholder at the address of that \nstockholder appearing on the books of the corporation or given by the \nstockholder to the corporation for the purpose of notice.  Notice shall be \ndeemed to have been given at the time when delivered personally or deposited \nin the mail or sent by telegram 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       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 \nof the meeting or (ii) the stockholders entitled to vote thereat, present in \nperson or represented by proxy, shall have power to adjourn the meeting in \naccordance with 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 \nquestion is one upon which, by express provision of the laws of the State of \nDelaware or of the certificate of incorporation or these bylaws, a different \nvote is required, in which case such express provision shall govern and \ncontrol the decision 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 \na majority of the stockholders initially constituting the quorum.\n\n                                     -4-\n\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 \nif the time and place thereof are announced at the meeting at which the \nadjournment is taken.  At the adjourned meeting the corporation may transact \nany business that might have been transacted at the original meeting.  If the \nadjournment is for more than thirty (30) days, or if after the adjournment a \nnew record date is fixed for the adjourned meeting, a notice of the adjourned \nmeeting shall be given to each stockholder of record entitled to vote at the \nmeeting.\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 \nbylaws, subject to the provisions of Sections 217 and 218 of the General \nCorporation Law of Delaware (relating to voting rights of fiduciaries, \npledgors and joint owners, and to voting trusts and other voting agreements).\n\n       Except as may be otherwise provided in the certificate of \nincorporation or these bylaws, each stockholder shall be entitled to one vote \nfor each share of capital stock held by such stockholder.\n\n       At a stockholders' meeting at which directors are to be elected, a \nstockholder shall be entitled to cumulate votes (i.e., cast for any candidate \na number of votes greater than the number of votes which such stockholder \nnormally is entitled to cast) if the candidates' names have been placed in \nnomination prior to commencement of the voting and the stockholder has given \nnotice prior to commencement of the voting of the stockholders' intention to \ncumulate votes. If any stockholder has given such a notice, then every \nstockholder entitled to vote may cumulate votes for candidates in nomination \neither (i) by giving one candidate a number of votes equal to the number of \ndirectors to be elected multiplied by the number of votes to which that \nstockholder's shares are normally entitled or (ii) by distributing the \nstockholder's votes on the same principle among any or all of the candidates, \nas the stockholder thinks fit. The candidates receiving the highest number of \naffirmative votes, up to the number of directors to be elected, shall be \nelected; votes against any candidate and votes withheld shall have no legal \neffect.\n\n       Notwithstanding the foregoing, effective upon the closing of a firm \ncommitment underwritten public offering of Common Stock of the corporation, \nno stockholder will be permitted to cumulate votes at any election of \ndirectors.\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 \nnotice, whether before or after the time stated therein, shall be deemed \nequivalent to notice.  Attendance of a person at a meeting shall constitute a \nwaiver of notice of such \n\n                                     -5-\n\n\n\nmeeting, except when the person attends a meeting for the express purpose of \nobjecting, at the beginning of the meeting, to the transaction of any \nbusiness because the meeting is not lawfully called or convened.  Neither the \nbusiness to be transacted at, nor the purpose of, any regular or special \nmeeting of the stockholders need be specified in any written waiver of notice \nunless so required by the certificate of incorporation or these bylaws.\n\n       2.11   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING\n\n       Unless otherwise provided in the certificate of incorporation, any \naction required by this chapter to be taken at any annual or special meeting \nof stockholders of a corporation, or any action that may be taken at any \nannual or special meeting of such stockholders, may be taken without a \nmeeting, without prior notice, and without a vote if a consent in writing, \nsetting forth the action so taken, is signed by the holders of outstanding \nstock having not less than the minimum number of votes that would be \nnecessary to authorize or take such action at a meeting at which all shares \nentitled to vote thereon were present and voted.\n\n       Prompt notice of the taking of the corporate action without a meeting \nby less than unanimous written consent shall be given to those stockholders \nwho have not consented in writing.  If the action which is consented to is \nsuch as would have required the filing of a certificate under any section of \nthe General Corporation Law of Delaware if such action had been voted on by \nstockholders at a meeting thereof, then the certificate filed under such \nsection shall state, in lieu of any statement required by such section \nconcerning any vote of stockholders, that written notice and written consent \nhave been given as provided in Section 228 of the General Corporation Law of \nDelaware.\n\n       Notwithstanding the foregoing, effective upon the closing of a firm \ncommitment underwritten public offering of Common Stock of the corporation, \nno action that is required or permitted to be taken by the stockholders at \nany annual or special meeting of stockholders may be effected by written \nconsent of stockholders in lieu of a meeting of stockholders.\n\n       2.12   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 \nrecord date, which shall not precede the date upon which the resolution \nfixing the record date is adopted by the board of directors and which shall \nnot be more than sixty (60) days nor less than ten (10) days before the date \nof any such meeting, and in such event only stockholders of record on the \ndate so fixed are entitled to notice and to vote, notwithstanding any \ntransfer of any shares on the 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 \nmeeting of stockholders shall be at the close of business on the business day \nnext preceding the day on which notice is given, or, if notice is waived, at \nthe close of business on the business day next preceding the day on which the \nmeeting is held.\n\n                                     -6-\n\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 \nmeeting unless the board of directors fixes a new record date for the \nadjourned meeting, but the board of directors shall fix a new record date if \nthe meeting is adjourned for more than thirty (30) days from the date set for \nthe original meeting.\n\n       The record date for any other purpose shall be as provided in Section \n8.1 of these bylaws.\n\n       2.13   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 \nsecretary of the corporation, but no such proxy shall be voted or acted upon \nafter three (3) years from its date unless the proxy provides for a longer \nperiod.  A proxy shall be deemed signed if the stockholder's name is placed \non the proxy (whether by manual signature, typewriting, telegraphic \ntransmission, telefacsimile or otherwise) by the stockholder or the \nstockholder's attorney-in-fact.  The revocability of a proxy that states on \nits face that it is irrevocable shall be governed by the provisions of \nSection 212(e) of the General Corporation Law of Delaware.\n\n       2.14   LIST OF STOCKHOLDERS ENTITLED TO VOTE\n\n       The officer who has charge of the stock ledger of the corporation \nshall prepare and make, at least ten (10) days before every meeting of \nstockholders, a complete list of the stockholders entitled to vote at the \nmeeting, arranged in alphabetical order, and showing the address of each \nstockholder and the number of shares registered in the name of each \nstockholder.  Such list shall be open to the examination of any stockholder, \nfor any purpose germane to the meeting, during ordinary business hours, for a \nperiod of at least ten (10) days prior to the meeting, either at a place \nwithin the city where the meeting is to be held, which place shall be \nspecified in the notice of the meeting, or, if not so specified, at the place \nwhere the meeting is to be held.  The list shall also be produced and kept at \nthe time and place of the meeting during the whole time thereof, and may be \ninspected by any stockholder who is present.\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 \nmanaged and all corporate powers shall be exercised by or under the direction \nof the board of directors.\n\n                                     -7-\n\n\n       3.2    NUMBER OF DIRECTORS\n\n       The board of directors shall be eight until changed by amendment of \nthis Section 3.2 duly approved by a majority of the directors then in office. \n No reduction of the authorized number of directors shall have the effect of \nremoving any director before 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 \nfill a vacancy, shall hold office until the expiration of the term for which \nelected and until a successor has been elected and qualified.\n\n       Notwithstanding the foregoing, effective upon the closing of a firm \ncommitment underwritten public offering of Common Stock of the Corporation, \nthe board of directors shall be divided into three classes, the members of \neach class to serve for a term of three years; provided that the directors \nshall be elected as follows:  at the first annual meeting of the stockholders \nheld following the closing of a firm commitment underwritten public offering \nof Common Stock of the Corporation, the directors in the first class shall be \nelected for a term of three years, at the second annual meeting following \nsuch date, the directors in the second class shall be elected for a term of \nthree years, and at the third annual meeting following such date, the \ndirectors in the third class shall be elected for a term of three years.  The \nboard of directors by resolution shall nominate the directors to be elected \nfor each class.  At subsequent annual meetings of shareholders, a number of \ndirectors shall be elected equal to the number of directors with terms \nexpiring at that annual meeting.  Directors elected at each such subsequent \nannual meeting shall be elected for a term expiring with the annual meeting \nof shareholders three years thereafter.\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 \ndirectors, unless the notice specifies a later time for that resignation to \nbecome effective.  If the resignation of a director is effective at a future \ntime, the board of directors may elect a successor to take office when the \nresignation becomes 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 \nstock or series thereof are entitled to elect one or more directors by the \nprovisions of the certificate of incorporation, vacancies and newly created \ndirectorships of such class or classes or series may be filled by a majority \nof the directors elected by such class or classes or series thereof then in \noffice, or by a sole remaining director so elected.\n\n\n                                       -8-\n\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, \nregular meetings shall be held at the principal executive office of the \ncorporation. Special meetings of the board may be held at any place within or \noutside the State of Delaware that has been designated in the notice of the \nmeeting or, if not stated in the notice or if there is no notice, at the \nprincipal executive office of the corporation.\n\n       Any meeting, regular or special, may be held by conference telephone \nor similar communication equipment, so long as all directors participating in \nthe meeting can hear one another; and all such directors shall be deemed to \nbe present 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.\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 \nvice president, 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 \naddress as it is shown on the records of the corporation, or by facsimile or \nelectronic mail.  If the notice is mailed, it shall be deposited in the \nUnited States mail at least four (4) days before the time of the holding of \nthe meeting.  If the notice is delivered personally or by telephone or \ntelegram, it shall be delivered personally or by telephone or to the \ntelegraph 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 \nbe communicated either to the director or to a person at the office of the \ndirector who the person giving the notice has reason to believe will promptly \ncommunicate it to the director.  The notice need not specify the purpose or \nthe place of the meeting, if the meeting is to be held at the principal \nexecutive office of the corporation.\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 \nSection 3.10 of these bylaws.  Every act or decision done or made by a \nmajority of the directors present at a duly held meeting at which a quorum is \npresent shall be regarded as the act of the board of directors, subject to \nthe provisions of the certificate of incorporation and other applicable law.\n\n\n                                       -9-\n\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.  \nA waiver of notice need not specify the purpose of any regular or special \nmeeting of 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       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) \nhours.  If the meeting is adjourned for more than twenty-four (24) hours, \nthen notice of the time and place of the adjourned meeting shall be given \nbefore the adjourned meeting takes place, in the manner specified in Section \n3.7 of these bylaws, to the directors who were not present at the time of the \nadjournment.\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 \nby written consent shall have the same force and effect as a unanimous vote \nof the board of directors. Such written consent and any counterparts thereof \nshall be filed 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 \nnot be construed to preclude any director from serving the corporation in any \nother capacity as an officer, agent, employee or otherwise and receiving \ncompensation for those services.\n\n\n                                       -10-\n\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 \nits subsidiaries, 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 \nor without interest and may be unsecured, or secured in such manner as the \nboard of directors shall approve, including, without limitation, a pledge of \nshares of stock of the corporation.  Nothing contained in this section shall \nbe deemed to deny, limit or restrict the powers of guaranty or warranty of \nthe corporation at common law or under any statute.\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.  \nThe board 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 \nvote of a majority of the authorized number of directors.  Any committee, to \nthe extent provided in the resolution of the board, shall have and may \nexercise all the powers and authority of the board, but no such committee \nshall have the power 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 \ndirectors as provided in Section 151(a) of the General Corporation Law of \nDelaware, fix the designations and any of the preferences or rights of such \nshares relating to dividends, redemption, dissolution, any distribution of \nassets of the corporation or the conversion into, or the exchange of such \nshares for, shares of any other class or classes or any other series of the \nsame or any other class or 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 \nexchange of all or substantially all of the corporation's property and assets;\n\n\n                                       -11-\n\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 \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 \nadopt a certificate of ownership and merger pursuant to Section 253 of the \nGeneral Corporation 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, \nSection 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7 \n(special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of \nnotice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), \nand Section 3.12 (action without meeting), with such changes in the context \nof those bylaws as are necessary to substitute the committee and its members \nfor the board of directors and its members; provided, however, that the time \nof regular meetings of committees may be determined either by resolution of \nthe board of directors or by resolution of the committee, that special \nmeetings of committees may also be called by resolution of the board of \ndirectors, and that notice of special meetings of committees shall also be \ngiven 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       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                                   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 \nof the board of directors, a chairman of the board, one or more vice \npresidents, one or more assistant secretaries, one or more assistant \ntreasurers, and such other officers as may be appointed in accordance with \nthe provisions of Section 5.3 of these bylaws.  Any number of offices may be \nheld by the same person.\n\n       5.2    ELECTION OF OFFICERS\n\n\n                                       -12-\n\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 \nan officer 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 \nperform 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 the \nboard of directors at any regular or special meeting of the board or, except \nin case of an officer chosen by the board of directors, by any officer upon \nwhom such 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 \notherwise specified in that notice, the acceptance of the resignation shall \nnot be necessary to make it effective.  Any resignation is without prejudice \nto the rights, if any, of the corporation under any contract to which the \nofficer is a party.\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 \nin these 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 \nperform such other powers and duties as may from time to time be assigned to \nthe chairman of the board by the board of directors or as may be prescribed \nby these bylaws.  If there is no president, then the chairman of the board \nshall also be the chief executive officer of the corporation and shall have \nthe powers and duties prescribed in Section 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 \nshall, subject to the control of the board of directors, have general \nsupervision, direction, and control of the business and the officers of the \ncorporation.  The president shall preside \n\n\n                                       -13-\n\n\nat all meetings of the stockholders and, in the absence or nonexistence of a \nchairman of the board, at all meetings of the board of directors.  The \npresident 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 \nall the duties of the president and when so acting shall have all the powers \nof, and be subject to all the restrictions upon, the president.  The vice \npresidents shall have such other powers and perform such other duties as from \ntime to time may be prescribed for them respectively by the board of \ndirectors, these bylaws, the 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 \nthe time and place of each meeting, whether regular or special (and, if \nspecial, how authorized and the notice given), the names of those present at \ndirectors' meetings or committee meetings, the number of shares present or \nrepresented at stockholders' 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 \nof all stockholders and their addresses, the number and classes of shares \nheld by each, the number and date of certificates evidencing such shares, and \nthe number and date of cancellation of every certificate surrendered for \ncancellation.\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 \nor by these bylaws.  The secretary shall keep the seal of the corporation, if \none be adopted, in safe custody and shall have such other powers and perform \nsuch other duties as may be prescribed by the board of directors or by these \nbylaws.\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 \nthe properties and business transactions of the corporation, including \naccounts of its assets, liabilities, receipts, disbursements, gains, losses, \ncapital, retained earnings, and shares.  The books of account shall at all \nreasonable times be open to inspection by any director.\n\n\n                                       -14-\n\n\n       The chief financial officer shall deposit all money and other \nvaluables in the name and to the credit of the corporation with such \ndepositaries as may be designated by the board of directors. The chief \nfinancial officer shall disburse the funds of the corporation as may be \nordered by the board of directors, shall render to the president and \ndirectors, whenever they request it, an account of all of such person's \ntransactions as chief financial officer and of the financial condition of the \ncorporation, and shall have such other powers and perform such other duties \nas may be prescribed by the board of directors or these bylaws.\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 \nor may hereafter be amended, indemnify any person against expenses (including \nattorneys' fees), judgments, fines, and amounts paid in settlement actually \nand reasonably incurred in connection with any threatened, pending or \ncompleted action, suit, or proceeding in which such person was or is a party \nor is threatened to be made a party by reason of the fact that such person is \nor was a director or officer of the corporation.  For purposes of this \nSection 6.1, a 'director' or 'officer' of the corporation shall mean any \nperson (i) who is or was a director or officer of the corporation, (ii) who \nis or was serving at the request of the corporation as a director or officer \nof another corporation, partnership, joint venture, trust or other \nenterprise, or (iii) who was a director or officer of a corporation which was \na predecessor corporation of the corporation or of another enterprise at the \nrequest of such predecessor corporation.\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), \njudgments, fines, and amounts paid in settlement actually and reasonably \nincurred in connection with any threatened, pending or completed action, \nsuit, or proceeding, in which such person was or is a party or is threatened \nto be made a party by reason of the fact that such person is or was an \nemployee or agent of the corporation.  For purposes of this Section 6.2, an \n'employee' or 'agent' of the corporation (other than a director or officer) \nshall mean any person (i) who is or was an employee or agent of the \ncorporation, (ii) who is or was serving at the request of the corporation as \nan employee or agent of another corporation, partnership, joint venture, \ntrust or other enterprise, or (iii) who was an employee or agent of a \ncorporation which was a predecessor corporation of the corporation or of \nanother enterprise at the request of such predecessor corporation.\n\n       6.3    ADVANCEMENT OF EXPENSES\n\n\n                                       -15-\n\n\n       Expenses incurred in defending any action or proceeding for which \nindemnification is required pursuant to Section 6.1, or for which \nindemnification is permitted pursuant to Section 6.2, following the \nauthorization thereof by the Board of Directors, shall be paid by the \ncorporation in advance of the final disposition of such action or proceeding \nupon receipt of any undertaking by or on behalf of the indemnified party to \nrepay such amount if it shall ultimately be determined that the indemnified \nparty is not entitled to be indemnified as authorized in this Article VI.\n\n       6.4    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 \ncorporation, or is or was serving at the request of the corporation as a \ndirector, officer, employee or agent of another corporation, partnership, \njoint venture, trust or other enterprise against any liability asserted \nagainst such person and incurred by such person in any such capacity, or \narising out of such person's status as such, whether or not the corporation \nwould have the power to indemnify such person against such liability under \nthe provisions of the General Corporation Law of Delaware.\n\n       6.5    OTHER INDEMNIFICATION\n\n       The indemnification and advancement of expenses provided by, or \ngranted pursuant to, other sections of this Article VI shall not be deemed \nexclusive of any other rights to which those seeking indemnification or \nadvancement of expenses may be entitled under any law, bylaw, agreement, vote \nof stockholders or disinterested directors or otherwise, both as to action in \nan official capacity and as to action in another capacity while holding such \noffice.\n\n       6.6    REPEAL OR MODIFICATION\n\n       Any repeal or modification of the foregoing provisions of this Article \nVI shall not adversely affect any right or protection hereunder of any person \nin respect of any act or omission occurring prior to the time of such repeal \nor modification.\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 \nof its stockholders listing their names and addresses and the number and \nclass of shares held by each stockholder, a copy of these bylaws as amended \nto date, accounting 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 \n\n\n                                       -16-\n\n\ninspect for any proper purpose the corporation's stock ledger, a list of its \nstockholders, and its other books and records and to make copies or extracts \ntherefrom.  A proper purpose shall mean a purpose reasonably related to such \nperson's interest as a stockholder.  In every instance where an attorney or \nother agent is the person who seeks the right to inspection, the demand under \noath shall be accompanied by a power of attorney or such other writing that \nauthorizes the attorney or other agent to so act on behalf of the \nstockholder. The demand under oath shall be directed to the corporation at \nits registered office in Delaware or 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 \nbooks and records for a purpose reasonably related to his or her position as \na director.\n\n       7.3    ANNUAL STATEMENT TO STOCKHOLDERS\n\n       The board of directors shall present at each annual meeting, and at \nany special meeting of the stockholders when called for by vote of the \nstockholders, a full and clear statement of the business and condition of the \ncorporation.\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 \non behalf of this corporation all rights incident to any and all shares of \nthe stock of any other corporation or corporations standing in the name of \nthis corporation.  The authority herein granted may be exercised either by \nsuch person directly or by any other person authorized to do so by proxy or \npower of attorney 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 \naltered to date, certified by the secretary, shall be kept at the \ncorporation's principal executive office and shall be open to inspection by \nthe stockholders of the corporation, at all reasonable times during office \nhours.\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 \nthe stockholders entitled to exercise any rights in \n\n\n                                       -17-\n\n\nrespect of any other lawful action, the board of directors may fix, in \nadvance, a record date, which shall not be more than sixty (60) days before \nany such action.  In that case, only stockholders of record at the close of \nbusiness on the date so fixed are entitled to receive the dividend, \ndistribution or allotment of rights, or to exercise such rights, as the case \nmay be, notwithstanding any transfer of any shares on the books of the \ncorporation after the record date so fixed, except as otherwise provided in \nthe General 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 \nresolution which person or persons may sign or endorse all checks, drafts, \nother orders for payment of money, notes or other evidences of indebtedness \nthat are issued in the name of or payable to the corporation, and only the \npersons so authorized shall 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 \nagency power of an officer, no officer, agent or employee shall have any \npower or authority to bind the corporation by any contract or engagement or \nto pledge its credit or to render it liable for any purpose or for any 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 \napply to shares represented by a certificate until such certificate is \nsurrendered to the corporation.  Notwithstanding the adoption of such a \nresolution by the board of directors, every holder of stock represented by \ncertificates and, upon request, every holder of uncertificated shares, shall \nbe entitled to have a certificate signed by, or in the name of the \ncorporation by, the chairman or vice-chairman of the board of directors, or \nthe president or vice-president, and by the treasurer or an assistant \ntreasurer, or the secretary or an assistant secretary of such corporation \nrepresenting the number of shares registered in certificate form.  Any or all \nof the signatures on the certificate may be a facsimile.  In case any \nofficer, 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 \n\n\n                                       -18-\n\n\nsuch certificate is issued, it may be issued by the corporation with the same \neffect as if he or she were such officer, transfer agent or registrar at the \ndate of issue.\n\n       Upon surrender to the secretary or transfer agent of the corporation \nof a certificate for shares duly endorsed or accompanied by proper evidence \nof succession, assignment or authority to transfer, it shall be the duty of \nthe corporation to issue a new certificate to the person entitled thereto, \ncancel the old certificate and record the transaction upon its books.\n\n       The corporation may issue the whole or any part of its shares as \npartly paid and subject to call for the remainder of the consideration to be \npaid therefor.  Upon the face or back of each stock certificate issued to \nrepresent any such partly paid shares, or upon the books and records of the \ncorporation in the case of uncertificated partly paid shares, the total \namount of the consideration to be paid therefor and the amount paid thereon \nshall be stated. Upon the declaration of any dividend on fully paid shares, \nthe corporation shall declare a dividend upon partly paid shares of the same \nclass, but only upon the basis of the percentage of the consideration \nactually 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 \nof each class of stock or series thereof and the qualifications, limitations \nor restrictions of such preferences and\/or rights shall be set forth in full \nor summarized on the face or back of the certificate that the corporation \nshall issue to represent such class or series of stock; provided, however, \nthat, except as otherwise provided in Section 202 of the General Corporation \nLaw of Delaware, in lieu of the foregoing requirements there may be set forth \non the face or back of the certificate that the corporation shall issue to \nrepresent such class or series of stock a statement that the corporation will \nfurnish without charge to each stockholder who so requests the powers, the \ndesignations, the preferences and the relative, participating, optional or \nother special rights of each class of stock or series thereof and the \nqualifications, limitations 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 \nis surrendered to the corporation and cancelled at the same time.  The board \nof directors may, in case any share certificate or certificate for any other \nsecurity is lost, stolen or destroyed, authorize the issuance of replacement \ncertificates on such terms and conditions as the board may require; the board \nmay require indemnification of the corporation secured by a bond or other \nadequate security sufficient to protect the corporation against any claim \nthat may be made against it, including any expense or liability, on account \nof the alleged loss, theft or destruction of the certificate or the issuance \nof the replacement certificate.\n\n       8.7    CONSTRUCTION; DEFINITIONS\n\n\n                                       -19-\n\n\n       Unless the context requires otherwise, the general provisions, rules \nof construction, and definitions in the General Corporation Law of Delaware \nshall govern the construction of these bylaws.  Without limiting the \ngenerality of this provision, the singular number includes the plural, the \nplural number includes the singular, and the term 'person' includes both a \ncorporation and a natural person.\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, \namended or repealed by the stockholders entitled to vote or by the board of \ndirectors of the corporation.  The fact that such power has been so conferred \nupon the directors shall not divest the stockholders of the power, nor limit \ntheir power to 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 \nany bylaw is repealed, the fact of repeal with the date of the meeting at \nwhich the repeal was enacted or the filing of the operative written \nconsent(s) shall be stated in said book. \n\n\n                                       -20-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9573,9574],"class_list":["post-41574","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","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\/41574","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=41574"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41574"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41574"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41574"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}