{"id":41577,"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-webmd-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-webmd-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-webmd-corp.html","title":{"rendered":"Bylaws &#8211; WebMD Corp."},"content":{"rendered":"<pre>\n\n                              AMENDED AND RESTATED\n\n                                     BYLAWS\n\n                                       OF\n\n                               WEBMD CORPORATION\n\n                            Effective August 7, 2001\n\n\n&gt;PAGE&gt;   2\n                               TABLE OF CONTENTS\n\n\n&gt;TABLE&gt;\n&gt;S&gt;                                                                                                              &gt;C&gt;\nARTICLE I      CORPORATE OFFICES..................................................................................1\n\n   1.1   REGISTERED OFFICE........................................................................................1\n   1.2   OTHER OFFICES............................................................................................1\n\nARTICLE II     MEETINGS OF STOCKHOLDERS...........................................................................1\n\n   2.1   PLACE OF MEETINGS........................................................................................1\n   2.2   ANNUAL MEETING...........................................................................................1\n   2.3   SPECIAL MEETING..........................................................................................1\n   2.4   NOTICE OF STOCKHOLDERS' MEETINGS.........................................................................2\n   2.5   MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.............................................................2\n   2.6   QUORUM...................................................................................................2\n   2.7   ADJOURNED MEETING; NOTICE................................................................................2\n   2.8   VOTING...................................................................................................3\n   2.9   WAIVER OF NOTICE.........................................................................................3\n   2.10  NO STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING...............................................3\n   2.11  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS..............................................4\n   2.12  PROXIES..................................................................................................4\n   2.13  LIST OF STOCKHOLDERS ENTITLED TO VOTE....................................................................5\n   2.14  ADVANCE NOTICE OF BUSINESS TO BE TRANSACTED AT ANNUAL MEETINGS...........................................5\n   2.15  ADVANCE NOTICE OF NOMINATIONS OF DIRECTORS...............................................................7\n   2.16  CONDUCT OF MEETINGS OF STOCKHOLDERS......................................................................9\n\nARTICLE III       DIRECTORS.......................................................................................9\n\n   3.1   POWERS...................................................................................................9\n   3.2   NUMBER OF DIRECTORS.....................................................................................10\n   3.3   ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.................................................10\n   3.4   RESIGNATION AND VACANCIES...............................................................................10\n   3.5   PLACE OF MEETINGS; MEETINGS BY TELEPHONE................................................................10\n   3.6   FIRST MEETINGS..........................................................................................11\n   3.7   REGULAR MEETINGS........................................................................................11\n   3.8   SPECIAL MEETINGS; NOTICE................................................................................11\n   3.9   QUORUM..................................................................................................11\n   3.10  WAIVER OF NOTICE........................................................................................11\n   3.11  ADJOURNED MEETING; NOTICE...............................................................................12\n   3.12  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.......................................................12\n   3.13  FEES AND COMPENSATION OF DIRECTORS......................................................................12\n   3.14  APPROVAL OF LOANS TO OFFICERS...........................................................................12\n   3.15  REMOVAL OF DIRECTORS....................................................................................12\n\nARTICLE IV        COMMITTEES.....................................................................................13\n\n   4.1   COMMITTEES OF DIRECTORS.................................................................................13\n   4.2   COMMITTEE MINUTES.......................................................................................13\n   4.3   MEETINGS AND ACTION OF COMMITTEES.......................................................................14\n   4.4   ADVISORY COMMITTEES.....................................................................................14\n\nARTICLE V      OFFICERS..........................................................................................14\n\n   5.1   OFFICERS................................................................................................14\n   5.2   ELECTION OF OFFICERS....................................................................................14\n   5.3   SUBORDINATE OFFICERS....................................................................................15\n   5.4   REMOVAL AND RESIGNATION OF OFFICERS.....................................................................15\n   5.5   VACANCIES IN OFFICES....................................................................................15\n   5.6   CHAIRMAN OF THE BOARD...................................................................................15\n&gt;\/TABLE&gt;\n\n\n                                       i\n&gt;PAGE&gt;   3\n\n\n&gt;TABLE&gt;\n&gt;S&gt;                                                                                                              &gt;C&gt;\n   5.7   CEO.....................................................................................................16\n   5.8   PRESIDENT...............................................................................................16\n   5.9   VICE PRESIDENT..........................................................................................16\n   5.10  SECRETARY...............................................................................................16\n   5.11  CHIEF FINANCIAL OFFICER.................................................................................17\n   5.12  TREASURER...............................................................................................17\n   5.13  ASSISTANT SECRETARY.....................................................................................17\n   5.14  ASSISTANT TREASURER.....................................................................................17\n   5.15  AUTHORITY AND DUTIES OF OFFICERS........................................................................18\n\nARTICLE VI        INDEMNITY......................................................................................18\n\n   6.1   INDEMNIFICATION OF DIRECTORS AND OFFICERS...............................................................18\n   6.2   INDEMNIFICATION OF OTHERS...............................................................................18\n   6.3   INSURANCE...............................................................................................19\n\nARTICLE VII       BOOKS AND RECORDS..............................................................................19\n\n\nARTICLE VIII      GENERAL MATTERS................................................................................19\n\n   8.1   CHECKS..................................................................................................19\n   8.2   EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS........................................................19\n   8.3   STOCK CERTIFICATES......................................................................................19\n   8.4   SPECIAL DESIGNATION ON CERTIFICATES.....................................................................20\n   8.5   LOST CERTIFICATES.......................................................................................20\n   8.6   CONSTRUCTION; DEFINITIONS...............................................................................20\n   8.7   DIVIDENDS...............................................................................................21\n   8.8   FISCAL YEAR.............................................................................................21\n   8.9   SEAL....................................................................................................21\n   8.10  TRANSFER OF STOCK.......................................................................................21\n   8.11  STOCK TRANSFER AGREEMENTS...............................................................................21\n   8.12  REGISTERED STOCKHOLDERS.................................................................................21\n   8.13  REPRESENTATION OF SHARES OF OTHER CORPORATIONS..........................................................22\n\nARTICLE IX        AMENDMENTS.....................................................................................22\n&gt;\/TABLE&gt;\n\n\n                                      ii\n&gt;PAGE&gt;   4\n\n\n                              AMENDED AND RESTATED\n                                     BYLAWS\n                                       OF\n                               WEBMD CORPORATION\n\n\n                                   ARTICLE I\n\n                               CORPORATE OFFICES\n\n         1.1      REGISTERED OFFICE\n\n         The registered office of WebMD Corporation (the \"Corporation\") shall\nbe at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,\nCounty of New Castle, State of Delaware. The name of the registered agent of\nthe Corporation at such location is The Corporation Trust Company.\n\n         1.2      OTHER OFFICES\n\n         The Board of Directors of the Corporation (the \"Board of Directors\")\nmay at any time establish other offices at any place or places where the\nCorporation is qualified to do business.\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\noffice of the Corporation.\n\n         2.2      ANNUAL MEETING\n\n         The annual meeting of stockholders shall be held each year, on a date\nand at a time designated by the Board of Directors, for the purpose of electing\ndirectors and transacting such other business as may properly come before the\nmeeting.\n\n         2.3      SPECIAL MEETING\n\n         Special meetings of the stockholders of the Corporation may be called\nfor any purpose or purposes at any time by a majority of the members of the\nBoard of Directors or by the Chairman of the Board or the CEO (as defined in\nSection 5.1 of these Bylaws). Special meetings of the stockholders of the\nCorporation may not be called by any other person or persons. Special meetings\nshall be held solely for the purpose or purposes specified in the notice of the\nmeeting.\n\n\n&gt;PAGE&gt;   5\n\n\n         2.4      NOTICE OF STOCKHOLDERS' MEETINGS\n\n         All notices of meetings of the stockholders of the Corporation shall\nbe in writing and shall be sent or otherwise given in accordance with Section\n2.5 of these Bylaws not less than ten (10) nor more than sixty (60) days before\nthe date of the meeting to each stockholder entitled to vote at such meeting.\nThe notice shall specify the place, date, and hour of the meeting, and, in the\ncase of a special meeting, the purpose or purposes for which the meeting is\ncalled.\n\n         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE\n\n         Written notice of any meeting of stockholders, if mailed, is given\nwhen deposited in the United States mail, postage prepaid, directed to the\nstockholder at his or her address as it appears on the records of the\nCorporation. An affidavit of the Secretary or an Assistant Secretary or of the\ntransfer agent of the Corporation that the notice has been given shall, in the\nabsence of fraud, be prima facie evidence of the facts stated therein.\n\n         2.6      QUORUM\n\n         Except as otherwise provided by law, the Amended and Restated\nCertificate of Incorporation of the Corporation as it may be amended from time\nto time (the \"Certificate of Incorporation\") or these Bylaws, the holders of a\nmajority of the voting power of the outstanding shares of the Corporation\nentitled to vote thereat, present in person or represented by proxy, shall be\nnecessary and sufficient to constitute a quorum at all meetings of the\nstockholders for the transaction of business. If, however, such quorum is not\npresent or represented at any meeting of the stockholders, then the Chairman of\nthe Board or stockholders entitled to vote thereat, present in person or\nrepresented by proxy, by a majority in voting power thereof, shall have power\nto adjourn the meeting from time to time, in the manner provided in Section 2.7\nof these Bylaws, until a quorum is present or represented. At such adjourned\nmeeting at which a quorum is present or represented, any business may be\ntransacted that might have been transacted at the meeting as originally\nnoticed. The stockholders present at a duly organized meeting may continue to\ntransact business until adjournment, notwithstanding the withdrawal of enough\nstockholders to leave less than a quorum. Shares of its own stock belonging to\nthe Corporation or to another corporation, if a majority of the shares entitled\nto vote in the election of directors of such other corporation is held,\ndirectly or indirectly, by the Corporation, shall neither be entitled to vote\nnor be counted for quorum purposes; provided, however, that the foregoing shall\nnot limit the right of the Corporation or any subsidiary of the Corporation to\nvote stock, including but not limited to its own stock, held by it in a\nfiduciary capacity.\n\n         2.7      ADJOURNED MEETING; NOTICE\n\n         When a meeting is adjourned to another time or place, unless these\nBylaws otherwise require, notice need not be given of the adjourned meeting if\nthe time and place thereof are announced at the meeting at which the\nadjournment is taken. At the adjourned meeting the Corporation may transact any\nbusiness 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 \n\n\n                                       2\n&gt;PAGE&gt;   6\n\n\nfixed for the adjourned meeting, a notice of the adjourned meeting shall be\ngiven to each stockholder of record entitled to vote at the meeting.\n\n         2.8      VOTING\n\n         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, pledgors\nand joint owners of stock and to voting trusts and other voting agreements).\n\n         Except as may be otherwise provided in the Certificate of\nIncorporation, each stockholder shall be entitled to cast one vote for each\nshare of capital stock held by such stockholder which has voting power upon the\nmatter in question. Except as otherwise provided by law or the Certificate of\nIncorporation or elsewhere in these Bylaws: (a) the election of directors\nsubmitted to stockholders at any meeting shall be decided by a plurality of the\nvotes cast thereon; (b) all matters other than the election of directors\nsubmitted to the stockholders at any meeting shall be decided by the\naffirmative vote of a majority of the voting power of the shares present in\nperson or represented by proxy at the meeting and entitled to vote thereon,\nunless otherwise provided by, or pursuant to, the rules or regulations of any\nstock exchange applicable to the Corporation, applicable law or any regulation\napplicable to the Corporation or its securities. Votes need not be by written\nballot, unless the Board, in its discretion, or the officer of the Corporation\npresiding at a meeting of stockholders, in his or her discretion, requires any\nvote or votes cast at such meeting to be cast by written ballot.\n\n         2.9      WAIVER OF NOTICE\n\n         Whenever notice is required to be given under any provision of the\nGeneral Corporation Law of Delaware or of the Certificate of Incorporation or\nthese Bylaws, a written waiver thereof, signed by the person entitled to\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 meeting, except when the person attends a meeting for\nthe express purpose of objecting, at the beginning of the meeting, to the\ntransaction of any business because the meeting is not lawfully called or\nconvened. Neither the business to be transacted at, nor the purpose of, any\nregular or special meeting of the stockholders need be specified in any written\nwaiver of notice unless so required by the Certificate of Incorporation or\nthese Bylaws.\n\n         2.10     NO STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING\n\n         Any action required or permitted to be taken at any annual or special\nmeeting of stockholders may be taken only upon the vote of the stockholders at\nan annual or special meeting duly announced and called, as provided in these\nBylaws, and may not be taken by a written consent of the stockholders without a\nmeeting.\n\n\n                                       3\n&gt;PAGE&gt;   7\n\n\n         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS\n\n         (a)      In order that the Corporation may determine the stockholders\nentitled to notice of or to vote at any meeting of stockholders or any\nadjournment thereof or entitled to receive payment of any dividend or other\ndistribution or allotment of any rights, or entitled to exercise any rights in\nrespect of any change, conversion or exchange of stock or for the purpose of\nany other lawful action, the Board of Directors may fix, in advance, a record\ndate, which record date shall not precede the date upon which the resolution\nfixing the record date is adopted by the Board of Directors, and which record\ndate:\n\n                  (i)      in the case of determination of stockholders\nentitled to vote at any meeting of stockholders or adjournment thereof, shall,\nunless required by law, not be more than sixty (60) nor less than ten (10) days\nbefore the date of such meeting;\n\n                  (ii)     in the case of any other action, shall be not more\nthan sixty (60) days prior to such action.\n\n         (b)      If the Board of Directors does not so fix a record date:\n\n                  (i)      the record date for determining stockholders\nentitled to notice of or to vote at a meeting of stockholders shall be at the\nclose of business on the day next preceding the day on which notice is given,\nor, if notice is waived, at the close of business on the day next preceding the\nday on which the meeting is held; and\n\n                  (ii)     the record date for determining stockholders for any\nother purpose shall be at the close of business on the day on which the Board\nof Directors adopts the resolution relating thereto.\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; provided, however, that the Board of Directors may fix a new record\ndate for the adjourned meeting.\n\n         2.12     PROXIES\n\n         Each stockholder entitled to vote at a meeting of stockholders may\nauthorize another person or persons to act for him or her by a written proxy,\nsigned by the stockholder and filed with the Secretary of the Corporation, but\nno such proxy shall be voted or acted upon after three years from its date,\nunless the proxy provides for a longer period. A proxy shall be deemed signed\nif the stockholder's name is placed on the proxy (whether by manual signature,\ntypewriting, telegraphic transmission or otherwise) by the stockholder or the\nstockholder's attorney-in-fact. The revocability of a proxy that states on its\nface that it is irrevocable shall be governed by the provisions of Section\n212(c) of the General Corporation Law of Delaware. A stockholder may revoke any\nproxy that is not irrevocable by attending the meeting and voting in person or\nby filing an instrument in writing revoking the proxy or by delivering a proxy\nin accordance with applicable law bearing a later date to the Secretary of the\nCorporation.\n\n\n                                       4\n&gt;PAGE&gt;   8\n\n\n         2.13     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, for\nany purpose germane to the meeting, as required by applicable law. Except as\notherwise provided by law, the stock ledger shall be the only evidence as to\nwho are the stockholders entitled to examine the stock ledger, the list of\nstockholders or the books of the Corporation, or to vote in person or by proxy\nat any meeting of stockholders.\n\n         2.14     ADVANCE NOTICE OF BUSINESS TO BE TRANSACTED AT ANNUAL\n                  MEETINGS\n\n                  (a)      Notwithstanding anything in these Bylaws to the\ncontrary, no business shall be conducted at the annual meeting of stockholders\nexcept business brought before such meeting in accordance with the procedures\nset forth in this Section 2.14 and nominations brought before such meeting in\naccordance with the procedures set forth in Section 2.15; provided, however,\nthat, once business has been properly brought before such meeting in accordance\nwith such procedures, nothing in this Section 2.14 shall be deemed to preclude\ndiscussion by any stockholder of any such business. To be properly brought\nbefore the annual meeting of stockholders, business must be either (i)\nspecified in the notice of the meeting or any supplement thereto given by or at\nthe direction of the Board of Directors or any duly authorized committee\nthereof (including any such business included pursuant to Rule 14a-8\npromulgated by the Securities and Exchange Commission under the Securities\nExchange Act of 1934, as amended (the \"Exchange Act\")), (ii) otherwise properly\nbrought before the meeting by or at the direction of the Board (or any duly\nauthorized committee thereof) or (iii) otherwise properly brought before the\nmeeting by any stockholder of the Corporation (A) who is a stockholder of\nrecord on the date of the giving of the notice provided for in this Section\n2.14 and on the record date for the determination of stockholders entitled to\nvote at such meeting and (B) who complies with the notice procedures set forth\nin this Section 2.14. Nothing in this Section 2.14 shall be deemed to affect\nany rights of stockholders to request inclusion of proposals in the\nCorporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.\n\n                  (b)      In addition to any other requirements under\napplicable law, for business to be properly brought before an annual meeting by\na stockholder under clause (iii) of Section 2.14(a), such stockholder must have\ngiven timely notice thereof (in accordance with Section 2.14(c)) in proper\nwritten form (in accordance with Section 2.14(d)) to the Secretary of the\nCorporation.\n\n                  (c)      To be timely, a stockholder's notice to the\nSecretary must be received at the principal executive offices of the\nCorporation not less than sixty (60) days nor more than ninety (90) days prior\nto the anniversary date of the immediately preceding annual meeting of\nstockholders; provided, however, that in the event that the annual meeting is\ncalled for a date that is not within thirty (30) days before or after such\nanniversary date, notice by the stockholder in order to be timely must be so\nreceived not later than the close of business on the tenth (10th ) day\n\n\n                                       5\n&gt;PAGE&gt;   9\n\nfollowing the earlier of (i) the day on which notice of the annual meeting is\nmailed to stockholders and (ii) the day on which public announcement of the date\nof the annual meeting is first made by the Corporation; provided, further, that\nif the Corporation mails notice of the annual meeting to stockholders or\notherwise makes public announcement of a date for the annual meeting and\nsubsequently changes the date of such annual meeting (other than a change from a\ndate which is within thirty (30) before or after such anniversary date to\nanother date which is within thirty (30) days before or after such anniversary\ndate), notice by the stockholder will be timely if it is so received not later\nthan the close of business on the tenth (10th) day following the earlier of (A)\nthe day on which notice of the annual meeting reflecting the new date is mailed\nto stockholders and (B) the day on which public announcement of the new date of\nthe annual meeting is first made by the Corporation. For purposes of these\nBylaws, \"public announcement\" shall mean disclosure in a press release reported\nby the Dow Jones News Service, PR Newswire, Business Wire, Associated Press or\ncomparable national news service or in a document publicly filed by the\nCorporation with the Securities and Exchange Commission pursuant to Sections 13,\n14 or 15(d) of the Exchange Act.\n\n                  (d)      To be in proper written form, a stockholder's notice\nto the Secretary must set forth as to each matter such stockholder proposes to\nbring before the annual meeting: (i) a brief description of the business\ndesired to be brought before the meeting and the reasons for conducting such\nbusiness at the meeting; (ii) the text of the proposal or business (including\nthe text of any resolutions proposed for consideration and, in the event that\nsuch business includes a proposal to amend the Bylaws of the Corporation, the\nlanguage of the proposed amendment); and (iii) as to the stockholder giving the\nnotice and the beneficial owner, if any, on whose behalf the proposal is made,\n(A) the name and record address of such stockholder, as they appear on the\nCorporation's books, and of such beneficial owner, (B) the class or series and\nnumber of shares of capital stock of the Corporation which are owned\nbeneficially or of record by such stockholder and such beneficial owner, (C) a\nrepresentation that the stockholder is a holder of record of the stock of the\nCorporation entitled to vote at such meeting and intends to appear in person or\nby proxy at the meeting to propose such business, (D) a representation whether\nthe stockholder or the beneficial owner, if any, intends or is part of a group\nwhich intends (1) to deliver a proxy statement and\/or form of proxy to holders\nof at least the percentage of the Corporation's outstanding capital stock\nrequired to approve or adopt the proposal and\/or (2) otherwise to solicit\nproxies from stockholders in support of such proposal, and (E) a description of\nall arrangements or understandings between such stockholder or such beneficial\nowner, if any, and any other person or persons (including their names) in\nconnection with the proposal of such business by such stockholder and any\nmaterial interest of such stockholder, any such beneficial owner and\/or any\nsuch other persons in such business.\n\n                  (e)      Notwithstanding the foregoing provisions of this\nSection 2.14, if the stockholder (or a qualified representative of the\nstockholder) does not appear at the annual meeting of stockholders of the\nCorporation to present business otherwise proposed in accordance with the\nrequirements of this Section 2.14, such proposed business shall not be\ntransacted, notwithstanding that proxies in respect of such vote may have been\nreceived by the Corporation.\n\n                  (f)      The Chairman of the meeting shall have the power and\nduty to determine whether any business proposed to be brought before the annual\nmeeting was not properly\n\n\n                                       6\n&gt;PAGE&gt;   10\n\n\nbrought before the meeting in accordance with the procedures set forth in this\nSection 2.14 and, if the Chairman declares to the meeting that any proposed\nbusiness was not properly brought before the meeting, such business shall not\nbe considered or voted upon at the meeting and shall be disregarded.\n\n         2.15     ADVANCE NOTICE OF NOMINATION OF DIRECTORS\n\n                  (a)      Only persons who are nominated in accordance with\nthe procedures set forth in this Section 2.15 shall be eligible for election as\ndirectors of the Corporation, except as may be otherwise provided in the\nCertificate of Incorporation with respect to the right of holders of preferred\nstock of the Corporation to nominate and elect a specified number of directors\nin certain circumstances. Nominations of persons for election to the Board of\nDirectors may be made at any annual meeting of stockholders, or at any special\nmeeting of stockholders called for the purpose of electing directors, (i) by or\nat the direction of the Board of Directors (or any duly authorized committee\nthereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder\nof record on the date of the giving of the notice provided for in this Section\n2.15 and on the record date for the determination of stockholders entitled to\nvote at such meeting and (B) who complies with the notice procedures set forth\nin this Section 2.15.\n\n                  (b)      In addition to any other requirements under\napplicable law, for a nomination to be made by a stockholder, such stockholder\nmust have given timely notice thereof (in accordance with Section 2.15(c)) in\nproper written form (in accordance with Section 2.15(d)) to the Secretary of\nthe Corporation.\n\n                  (c)      To be timely, a stockholders' notice to the\nSecretary must be received at the principal executive offices of the\nCorporation (i) in the case of an annual meeting of stockholders, not less than\nsixty (60) days nor more than ninety (90) days prior to the anniversary date of\nthe immediately preceding annual meeting of stockholders; provided, however,\nthat in the event that the annual meeting is called for a date that is not\nwithin thirty (30) days before or after such anniversary date, notice by the\nstockholder in order to be timely must be so received not later than the close\nof business on the tenth (10th ) day following the earlier of (A) the day on\nwhich notice of the annual meeting is mailed to stockholders and (B) the day on\nwhich public announcement of the date of the annual meeting is first made by\nthe Corporation; provided, further, that if the Corporation mails notice of the\nannual meeting to stockholders or otherwise makes public announcement of a date\nfor the annual meeting and subsequently changes the date of such annual meeting\n(other than a change from a date which is within thirty (30) days before or\nafter such anniversary date to another date that is within thirty (30) days\nbefore or after such anniversary date), notice by the stockholder will be\ntimely if it is so received not later than the close of business on the tenth\n(10th ) day following the earlier of (1) the day on which notice of the annual\nmeeting reflecting the new date is mailed to stockholders and (2) the day on\nwhich public announcement of the new date of the annual meeting is first made\nby the Corporation, or (ii) in the case of a special meeting of stockholders\ncalled for the purpose of electing directors, not later than the close of\nbusiness on the tenth (10th ) day following the earlier of (A) the day on which\nnotice of the special meeting is mailed to stockholders and (B) the day on\nwhich public announcement of the date of the special meeting is first made by\nthe Corporation. Notwithstanding anything in the first sentence of this Section\n2.15(c) to the contrary, in the event \n\n\n                                       7\n&gt;PAGE&gt;   11\n\n\nthat the number of directors to be elected to the Board of Directors of the\nCorporation is increased and there is no public announcement naming all of the\nnominees for director or specifying the size of the increased Board of\nDirectors made by the Corporation at least seventy (70) days prior to the\nanniversary date of the immediately preceding annual meeting of stockholders\n(or, in the event that directors are to be elected at a special meeting, at\nleast seventy (70) days prior to the date of such special meeting), a\nstockholder's notice to the Secretary shall also be considered timely, but only\nwith respect to nominees for any new position created by such increase, if it\nshall be received by the Secretary at the principal executive offices of the\nCorporation not later than the close of business on the tenth (10th ) day\nfollowing the day on which such public announcement is first made by the\nCorporation.\n\n                  (d)      To be in proper written form, a stockholder's notice\nto the Secretary must set forth: (i) as to each person whom the stockholder\nproposes to nominate for election as a director, (A) the name, age, business\naddress and residence address of the person, (B) the principal occupation or\nemployment of the person, (C) the class or series and number of shares of\ncapital stock of the Corporation which are owned beneficially or of record by\nthe person and (D) any other information relating to the person that would be\nrequired to be disclosed in a proxy statement or other filings required to be\nmade in connection with solicitations of proxies for election of directors\npursuant to Section 14 of the Exchange Act and the rules and regulations\npromulgated thereunder; and (ii) as to the stockholder giving the notice and\nany beneficial owner on whose behalf the nomination is made, (A) the name and\nrecord address of such stockholder, as they appear on the Corporation's books,\nand of such beneficial owner, (B) the class or series and number of shares of\ncapital stock of the Corporation which are owned beneficially or of record by\nsuch stockholder and such beneficial owner, (C) a representation that the\nstockholder is a holder of record of the stock of the Corporation entitled to\nvote at such meeting and intends to appear in person or by proxy at the meeting\nto propose such nomination, (D) a representation whether the stockholder or the\nbeneficial owner, if any, intends or is part of a group which intends to\nsolicit proxies from stockholders in support of such nomination, (E) a\ndescription of all arrangements or understandings between such stockholder or\nsuch beneficial owner, if any, and any other person or persons (including their\nnames) in connection with the proposal of such nomination by such stockholder,\nand (F) any other information relating to such stockholder that would be\nrequired to be disclosed in a proxy statement or other filings required to be\nmade in connection with solicitations or proxies for election of directors\npursuant to Section 14 of the Exchange Act and the rules and regulations\npromulgated thereunder. Such notice must be accompanied by a written consent of\neach proposed nominee to being named as a nominee and to serve as a director if\nelected. The Corporation may require any proposed nominee to furnish such other\ninformation as it may reasonable require to determine the eligibility of such\nproposed nominee to serve as a director of the Corporation.\n\n                  (e)      Notwithstanding the foregoing provisions of this\nSection 2.15, if the stockholder (or a qualified representative of the\nstockholder) does not appear at the annual or special meeting of stockholders\nof the Corporation to present a nomination otherwise proposed in accordance\nwith the requirements of this Section 2.15, such nomination shall be\ndisregarded, notwithstanding that proxies voting for such nominee may have been\nreceived by the Corporation.\n\n\n                                       8\n&gt;PAGE&gt;   12\n\n\n                  (f)      The Chairman of the meeting shall have the power and\nduty to determine whether any nomination was not made in accordance with the\nprocedures set forth in this Section 2.15 and, if the Chairman of the meeting\ndeclares to the meeting that a nomination was not properly made, such\nnomination shall not be considered or voted upon at the meeting and shall be\ndisregarded.\n\n         2.16     CONDUCT OF MEETINGS OF STOCKHOLDERS\n\n         The date and time of the opening and the closing of the polls for each\nmatter upon which the stockholders of the Corporation will vote at an annual or\nspecial meeting of the stockholders shall be announced at the meeting by the\nperson presiding over the meeting. The Board of Directors may, to the extent\nnot prohibited by law, the Certificate of Incorporation or these Bylaws, adopt\nsuch additional or supplemental rules and regulations for the conduct of the\nmeetings of stockholders as it shall deem appropriate. Except to the extent\ninconsistent with such rules and regulations as are adopted by the Board of\nDirectors, the person presiding over any meeting of stockholders shall have the\nright and authority, prior to, at the inception of, or during the meeting, to\nprescribe such additional or supplemental rules, regulations and procedures and\nto do all such acts as, in the judgment of such person, are appropriate for the\nproper conduct of the meeting. Such rules, regulations or procedures, whether\nadopted by the Board of Directors or prescribed by the presiding officer of the\nmeeting, may include, without limitation, the following: (a) the establishment\nof an agenda or order of business for the meeting; (b) rules and procedures for\nmaintaining order at the meeting and the safety of those present; (c)\nlimitations on attendance at or participation in the meeting to stockholders of\nrecord of the Corporation, their duly authorized and constituted proxies or\nsuch other persons as the person presiding over the meeting shall determine;\n(d) restrictions on entry to the meeting after the time fixed for the\ncommencement thereof; and (e) limitations on the time allotted to questions or\ncomments by participants. The person presiding over any meeting of stockholders\nshall have the authority to make any determinations applicable to the conduct\nof the meeting necessary or advisable under applicable law, the Certificate of\nIncorporation or these Bylaws or under any such rules, regulations or\nprocedures adopted in accordance with this Section 2.16. Unless the Board of\nDirectors or the person presiding over the meeting shall determine otherwise,\nmeetings of stockholders shall not be required to be held in accordance with\nthe rules of parliamentary procedure.\n\n\n                                  ARTICLE III\n\n                                   DIRECTORS\n\n         3.1      POWERS\n\n         The property, business and affairs of the Corporation shall be managed\nby or under the direction of the Board of Directors, which may exercise all\nsuch powers of the Corporation and do all such lawful acts and things as are\nnot by law or by the Certificate of Incorporation directed or required to be\nexercised or done by the stockholders.\n\n\n                                       9\n&gt;PAGE&gt;   13\n\n\n         3.2      NUMBER OF DIRECTORS\n\n         The number of directors of the Corporation shall be eleven (11). This\nnumber may be changed exclusively by a resolution duly adopted by the\naffirmative vote of a majority of the members of the Board of Directors then\nauthorized by the Bylaws, except as may otherwise be provided by the\nCertificate of Incorporation or by statute.\n\n         No reduction of the authorized number of directors shall have the\neffect of removing any director before that director's term of office expires.\n\n         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS\n\n         The Board of Directors shall be divided into three classes designated\nas Class I, Class II and Class III, respectively. Directors shall be assigned\nto each class in accordance with a resolution or resolutions adopted by the\nBoard of Directors. At the annual meeting of stockholders in 2002, the term of\noffice of the Class I directors shall expire and Class I directors shall be\nelected for a full term of three years. At the annual meeting of stockholders\nin 2003, the term of office of the Class II directors shall expire and Class II\ndirectors shall be elected for a full term of three years. At the annual\nmeeting of stockholders in 2001, the term of office of the Class III directors\nshall expire and Class III directors shall be elected for a full term of three\nyears. At each succeeding annual meeting of stockholders, directors shall be\nelected for a full term of three years to succeed the directors of the class\nwhose terms expire at such annual meeting.\n\n         Notwithstanding the foregoing provisions of this Section 3.3, each\ndirector shall serve until his or her successor is duly elected and qualified\nor until his or her death, resignation or removal. No decrease in the number of\ndirectors constituting the Board of Directors shall shorten the term of any\nincumbent director.\n\n         3.4      RESIGNATION AND VACANCIES\n\n         Any vacancies on the Board of Directors resulting from death,\nresignation, disqualification, removal, or other causes shall, unless the Board\nof Directors determines by resolution that any such vacancies or newly created\ndirectorships shall be filled by stockholders, except as otherwise provided by\nlaw, be filled only by the affirmative vote of a majority of the remaining\ndirectors then in office, even though less than a quorum of the Board of\nDirectors and not by the stockholders. Newly created directorships resulting\nfrom any increase in the number of directors shall, unless the Board of\nDirectors determines by resolution that any such newly created directorship\nshall be filled by the stockholders, be filled only by the affirmative vote of\nthe directors then in office, even though less than a quorum of the Board of\nDirectors and not by the stockholders. Any director elected in accordance with\nthe preceding sentence shall hold office for the remainder of the full term of\nthe class of directors in which the new directorship was created or the vacancy\noccurred and until such director's successor shall have been elected and\nqualified.\n\n\n                                      10\n&gt;PAGE&gt;   14\n\n\n         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE\n\n         The Board of Directors of the Corporation may hold meetings, both\nregular and special, either within or outside the State of Delaware.\n\n         Unless otherwise restricted by the Certificate of Incorporation or\nthese Bylaws, members of the Board of Directors, or any committee designated by\nthe Board of Directors, may participate in a meeting of the Board of Directors,\nor any committee, by means of conference telephone or other communications\nequipment by means of which all persons participating in the meeting can hear\neach other, and such participation in a meeting shall constitute presence in\nperson at the meeting.\n\n         3.6      FIRST MEETINGS\n\n         The first meeting of each newly elected Board of Directors shall be\nheld at such time and place as shall be determined by the Board of Directors.\n\n         3.7      REGULAR MEETINGS\n\n         Regular meetings of the Board of Directors may be held without notice\nat such time and at such place as shall from time to time be determined by the\nBoard of Directors.\n\n         3.8      SPECIAL MEETINGS; NOTICE\n\n         Special meetings of the Board of Directors may be called by the CEO on\ntwenty-four (24) hours notice to each director, either personally or by mail,\ntelegram, telex, electronic mail, facsimile transmission or telephone; special\nmeetings shall be called by the CEO or Secretary in like manner and on like\nnotice on the written request of two directors unless the board consists of\nonly one director, in which case special meetings shall be called by the CEO or\nSecretary in like manner and on like notice on the written request of the sole\ndirector.\n\n         3.9      QUORUM\n\n         At all meetings of the Board of Directors, a majority of the\nauthorized number of directors shall constitute a quorum for the transaction of\nbusiness and the act of a majority of the directors present at any meeting at\nwhich there is a quorum shall be the act of the Board of Directors, except as\nmay be otherwise specifically provided by statute or by the Certificate of\nIncorporation.\n\n         3.10     WAIVER OF NOTICE\n\n         Whenever notice is required to be given under any provision of the\nGeneral Corporation Law of Delaware or of the Certificate of Incorporation or\nthese Bylaws, a written waiver thereof, signed by the person entitled to\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 meeting, except when the person attends a meeting for\nthe express purpose of objecting, at the beginning of the meeting, to the\ntransaction of any business because the meeting is not lawfully called or\nconvened. Neither the business to be transacted at, nor the purpose of, \n\n\n                                      11\n&gt;PAGE&gt;   15\n\n\nany regular or special meeting of the directors, or members of a committee of\ndirectors, need be specified in any written waiver of notice unless so required\nby the Certificate of Incorporation or these Bylaws.\n\n         3.11     ADJOURNED MEETING; NOTICE\n\n         If a quorum is not present at any meeting of the Board of Directors,\nthen the directors present thereat may adjourn the meeting from time to time,\nwithout notice other than announcement at the meeting, until a quorum is\npresent.\n\n         3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING\n\n         Unless otherwise restricted by the Certificate of Incorporation or\nthese Bylaws, any action required or permitted to be taken at any meeting of\nthe Board of Directors, or of any committee thereof, may be taken without a\nmeeting if all members of the board or committee, as the case may be, consent\nthereto in writing and the writing or writings are filed with the minutes of\nproceedings of the board or committee.\n\n         3.13     FEES AND COMPENSATION OF DIRECTORS\n\n         Unless otherwise restricted by the Certificate of Incorporation or\nthese Bylaws, the Board of Directors shall have the authority to fix the\ncompensation of directors.\n\n         3.14     APPROVAL OF LOANS TO OFFICERS\n\n         The Corporation may lend money to, or guarantee any obligation of, or\notherwise assist any officer or other employee of the Corporation or of its\nsubsidiary, including any officer or employee who is a director of the\nCorporation or its subsidiary, whenever, in the judgment of the directors, such\nloan, guaranty or assistance may reasonably be expected to benefit the\nCorporation. The loan, guaranty or other assistance may be with or without\ninterest and may be unsecured, or secured in such manner as the Board of\nDirectors shall approve, including, without limitation, a pledge of shares of\nstock of the Corporation. Nothing in this section contained shall be deemed to\ndeny, limit or restrict the powers of guaranty or warranty of the Corporation\nat common law or under any statute.\n\n         3.15     REMOVAL OF DIRECTORS\n\n         Unless otherwise restricted by statute, by the Certificate of\nIncorporation or by these Bylaws, any director or the entire Board of Directors\nmay be removed, only with cause, by the holders of a majority of the shares\nthen entitled to vote at an election of directors.\n\n\n                                      12\n&gt;PAGE&gt;   16\n\n\n                                   ARTICLE IV\n\n                                   COMMITTEES\n\n\n         4.1      COMMITTEES OF DIRECTORS\n\n         The Board of Directors may, by resolution passed by a majority of the\nwhole board, designate one or more committees, with each committee to consist\nof two or more of the directors of the Corporation. The board may designate one\nor more directors as alternate members of any committee, who may replace any\nabsent or disqualified member at any meeting of the committee. Any such\ncommittee, to the extent provided in the resolution of the Board of Directors\nor in the Bylaws of the Corporation, shall have and may exercise all the powers\nand authority of the Board of Directors in the management of the business and\naffairs of the Corporation, and may authorize the seal of the Corporation to be\naffixed to all papers that may require it; but no such committee shall have the\npower or authority to (i) 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\nany of the preferences or rights of such shares relating to dividends,\nredemption, dissolution, any distribution of assets of the Corporation or the\nconversion into, or the exchange of such shares for, shares of any other class\nor classes or any other series of the same or any other class or classes of\nstock of the Corporation), (ii) adopt an agreement of merger or consolidation\nunder Sections 251 or 252 of the General Corporation Law of Delaware, (iii)\nrecommend to the stockholders the sale, lease or exchange of all or\nsubstantially all of the Corporation's property and assets, (iv) recommend to\nthe stockholders a dissolution of the Corporation or a revocation of a\ndissolution, or (v) amend the Bylaws of the Corporation; and, unless the board\nresolution 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. The Board of Directors may adopt rules for\nthe governance of any committee not inconsistent with the provisions of these\nBylaws and, unless the Board of Directors provides otherwise by resolution,\neach committee may adopt such rules for itself to the extent not inconsistent\nwith these Bylaws and any such rules adopted by the Board of Directors. Except\nas may otherwise be provided by resolution of the Board of Directors, a\nmajority of the members of any such committee may adopt such governance rules\nor otherwise fix its rules of procedure, determine its action and fix the time\nand place, whether within or without the State of Delaware of its meetings. The\nBoard of Directors shall have the power to change the members of any such\ncommittee at any time, to fill vacancies therein and to discharge any such\ncommittee, either with or without cause, at any time.\n\n         4.2      COMMITTEE MINUTES\n\n         Each committee shall keep regular minutes of its meetings and report\nthe same to the Board of Directors when required.\n\n\n                                      13\n&gt;PAGE&gt;   17\n\n\n         4.3      MEETINGS AND ACTION OF COMMITTEES\n\n         Except as otherwise provided in this Article IV or in any applicable\ngovernance or procedural rules adopted pursuant to Section 4.1, meetings and\nactions of committees shall be governed by, and held and taken in accordance\nwith, the provisions of the following Sections of these Bylaws, Section 3.5\n(place of meetings and meetings by telephone), Section 3.7 (regular meetings),\nSection 3.8 (special meetings and notice), Section 3.9 (quorum), Section 3.10\n(waiver of notice), Section 3.11 (adjournment and notice of adjournment), and\nSection 3.12 (action without a meeting), with such changes in the context of\nthose Bylaws as are necessary to substitute the committee and its members for\nthe Board of Directors and its members; provided, however, that (a) special and\nregular meetings of committees may be called by the CEO and shall be called by\nthe CEO or Secretary upon resolution of the Board of Directors or written\nrequest of a majority of the whole Board of Directors or of any two members of\nthe committee; and (b) notice of special meetings of committees shall also be\ngiven to all alternate members, who shall have the right to attend all meetings\nof the committee.\n\n         4.4      ADVISORY COMMITTEES\n\n         The Board of Directors may, by resolution passed by a majority of the\nwhole Board of Directors, designate one or more advisory committees, with each\ncommittee to consist of one or more of the directors of the Corporation or any\nother such persons as the Board of Directors may appoint. The Board of\nDirectors may designate one or more persons as alternate members of any\ncommittee, who may replace any absent or disqualified member at any meeting of\nthe committee. Members who are not members of the Board of Directors shall not\nhave the responsibilities or obligations of members of the Board of Directors\nnor be deemed directors of the Corporation for any other purpose.\n\n\n                                   ARTICLE V\n\n                                    OFFICERS\n\n         5.1      OFFICERS\n\n         The officers of the Corporation shall be a Chief Executive Officer\n(the \"CEO\"), a President, one or more Vice Presidents, a Secretary, a Chief\nFinancial Officer (\"CFO\") and a Treasurer. The Corporation may also have, at\nthe discretion of the Board of Directors, a Chairman of the Board, one or more\nAssistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers, may\nbe appointed in accordance with the provisions of Section 5.3 of these Bylaws.\nAny number of offices may be held by the same person.\n\n         5.2      ELECTION OF OFFICERS\n\n         The officers of the Corporation, shall be elected by the Board of\nDirectors. The Board of Directors may also delegate authority to the CEO to\nelect any officer other than the CEO and the Chairman of the Board, if any. The\nCEO may delegate authority to the President to elect any \n\n\n                                      14\n&gt;PAGE&gt;   18\n\n\nofficer that the CEO has been delegated the power to elect, other than the\nPresident. Each officer shall hold office until his or her successor is\nqualified or until his or her earlier resignation or removal.\n\n         5.3      SUBORDINATE OFFICERS\n\n         The Board of Directors may appoint or cause to be appointed such\nofficers and agents as the business of the Corporation may require. The Board\nof Directors may delegate authority to the CEO to appoint or cause to be\nappointed any such officers or agents. The CEO may delegate authority to the\nPresident to appoint or cause to be appointed any such officers or agents. Each\nsuch officer or agent shall hold office for such period, have such authority,\nand perform such duties as are provided in these Bylaws or as the Board of\nDirectors, the CEO or the President may from time to time determine. Each such\nofficer shall hold office until his or her successor is qualified or until his\nor her earlier resignation or removal.\n\n         5.4      REMOVAL AND RESIGNATION OF OFFICERS\n\n         All officers and agents shall be subject to removal, with or without\ncause, at any time by the Board of Directors. The Board of Directors may\ndelegate authority to the CEO to remove or cause to be removed any officer or\nagent whose election or appointment could be delegated to the CEO pursuant to\nthis Article V. The CEO may delegate authority to the President to remove or\ncause to be removed any officer or agent whose election or appointment could be\ndelegated to the President pursuant to this Article V.\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 not\nbe necessary to make it effective.\n\n         5.5      VACANCIES IN OFFICES\n\n         Any vacancy occurring in any office of the Corporation shall be filled\nin accordance with the applicable provisions for election of officers in\nSection 5.2 and 5.3.\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 or her\nby the Board of Directors or as may be prescribed by these Bylaws. If there is\nno CEO then the Chairman of the Board shall also be the CEO of the Corporation\nand shall have the powers and duties prescribed in Section 5.7 of these Bylaws.\n\n\n                                      15\n&gt;PAGE&gt;   19\n\n\n         5.7      CEO\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 CEO shall, 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 CEO shall preside at all meetings of the stockholders and, in\nthe absence or nonexistence of a Chairman of the Board, at all meetings of the\nBoard of Directors, if the CEO is also a director. The CEO shall have the\ngeneral powers and duties of management usually vested in the chief executive\nofficer of a corporation, and shall have such other powers and duties as may be\nprescribed by the Board of Directors or these Bylaws.\n\n         5.8      PRESIDENT\n\n         The President may assume and perform the duties of the CEO in the\nabsence or disability of the CEO or whenever the office of the CEO is vacant.\nThe President of the Corporation shall exercise and perform such powers and\nduties as may from time to time be assigned to him or her by the Board of\nDirectors, the CEO, or as may be prescribed by these Bylaws. The President\nshall have the authority to execute in the name of the Corporation bonds,\ncontracts, deeds, leases and other written instruments to be executed by the\nCorporation. In the absence or nonexistence of the Chairman of the Board and\nthe CEO, he or she shall preside at all meetings of the stockholders and, in\nthe absence or nonexistence of the Chairman of the Board and the CEO, at all\nmeetings of the Board of Directors, if the President is also a director, and\nshall perform such other duties as the Board of Directors may from time to time\ndetermine.\n\n         5.9      VICE PRESIDENT\n\n         In the absence or disability of the CEO and the President, the Vice\nPresidents, if any, in order of their rank as fixed by the Board of Directors\nor, if not ranked, a Vice President designated by the Board of Directors, shall\nperform all the duties of the President and when so acting shall have all the\npowers of, 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 Directors,\nthese Bylaws, the President or the Chairman of the Board.\n\n         5.10     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 \n\n\n                                      16\n&gt;PAGE&gt;   20\n\n\nresolution of the Board of Directors, a share register, or a duplicate share\nregister, showing the names of all stockholders and their addresses, the number\nand classes of shares held by each, the number and date of certificates\nevidencing such shares, and the number and date of cancellation of every\ncertificate 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 and committees of the Board\nof Directors required to be given by law or by these Bylaws. He or she shall\nkeep the seal of the Corporation, if one be adopted, in safe custody and shall\nhave such other powers and perform such other duties as may be prescribed by\nthe Board of Directors or by these Bylaws.\n\n         5.11     CFO\n\n         The CFO shall keep and maintain, or cause to be kept and maintained,\nadequate and correct books and records of accounts of the properties and\nbusiness transactions of the Corporation, including accounts of its assets,\nliabilities, receipts, disbursements, gains, losses, capital, retained\nearnings, and shares. The books of account shall at all reasonable times be\nopen to inspection by any director. The CFO shall have such other powers and\nperform such other duties as may be prescribed by the Board of Directors or\nthese Bylaws.\n\n         5.12     TREASURER\n\n         The Treasurer shall deposit all money and other valuables in the name\nand to the credit of the Corporation with such depositaries as may be\ndesignated by the Board of Directors. He or she shall disburse the funds of the\nCorporation as may be ordered by the Board of Directors, shall render to the\nCEO, the President and the Board of Directors, whenever they request it, an\naccount of all of his or her transactions as Treasurer and of the financial\ncondition of the Corporation, and shall have such other powers and perform such\nother duties as may be prescribed by the Board of Directors or these Bylaws.\n\n         5.13     ASSISTANT SECRETARY\n\n         The Assistant Secretary, or, if there is more than one, the Assistant\nSecretaries in the order determined by the stockholders or Board of Directors\n(or if there be no such determination, then in the order of their election)\nshall, in the absence of the Secretary or in the event of his or her inability\nor refusal to act, perform the duties and exercise the powers of the Secretary\nand shall perform such other duties and have such other powers as may be\nprescribed by the Board of Directors or these Bylaws.\n\n         5.14     ASSISTANT TREASURER\n\n         The Assistant Treasurer, or, if there is more than one, the Assistant\nTreasurers, in the order determined by the stockholders or Board of Directors\n(or if there be no such determination, then in the order of their election),\nshall, in the absence of the Treasurer or in the event of his or her inability\nor refusal to act, perform the duties and exercise the powers of the Treasurer\nand \n\n\n                                      17\n&gt;PAGE&gt;   21\n\n\nshall perform such other duties and have such other powers as may be prescribed\nby the Board of Directors or these Bylaws.\n\n         5.15     AUTHORITY AND DUTIES OF OFFICERS\n\n         In addition to the foregoing authority and duties, all officers of the\nCorporation shall respectively have such authority and perform such duties in\nthe management of the business of the Corporation as may be designated from\ntime to time by the Board of Directors.\n\n\n                                   ARTICLE VI\n\n                                   INDEMNITY\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, indemnify each of its\ndirectors and officers against expenses (including attorneys' fees), judgments,\nfines, settlements, and other amounts actually and reasonably incurred in\nconnection with any proceeding, arising by reason of the fact that such person\nis or was an agent of the Corporation. For purposes of this Section 6.1, a\n\"director\" or \"officer\" of the Corporation includes any person (i) who is or\nwas a director or officer of the Corporation or any subsidiary of the\nCorporation, (ii) who is or was serving at the request of the Corporation as a\ndirector or officer of another corporation, partnership, joint venture, trust\nor other enterprise, or (iii) who was a director or officer of a corporation\nwhich was a predecessor corporation of the Corporation or any of its\nsubsidiaries or of another enterprise at the request of such predecessor\ncorporation or subsidiary.\n\n         6.2      INDEMNIFICATION OF OTHERS\n\n         The Corporation shall have the power, to the extent and in the manner\npermitted by the General Corporation Law of Delaware, to indemnify each of its\nemployees and agents (other than directors and officers) against expenses\n(including attorneys' fees), judgments, fines, settlements, and other amounts\nactually and reasonably incurred in connection with any proceeding, arising by\nreason of the fact that such person is or was an agent of the Corporation. For\npurposes of this Section 6.2, an \"employee\" or \"agent\" of the Corporation\n(other than a director or officer) includes any person (i) who is or was an\nemployee or agent of the Corporation or any subsidiary of the Corporation, (ii)\nwho is or was serving at the request of the Corporation as an employee or agent\nof another corporation, partnership, joint venture, trust or other enterprise,\nor (iii) who was an employee or agent of a corporation which was a predecessor\ncorporation of the Corporation or any of its subsidiaries or of another\nenterprise at the request of such predecessor corporation or subsidiary.\n\n\n                                      18\n&gt;PAGE&gt;   22\n\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 or its subsidiaries as a\ndirector, officer, employee or agent of another corporation, partnership, joint\nventure, trust or other enterprise against any liability asserted against him\nor her and incurred by him or her in any such capacity, or arising out of his\nor her status as such, whether or not the Corporation would have the power to\nindemnify him or her against such liability under the provisions of the General\nCorporation Law of Delaware.\n\n\n                                  ARTICLE VII\n\n                               BOOKS AND RECORDS\n\n         The books and records of the Corporation may be kept at such place or\nplaces within or without the State of Delaware as the Board of Directors may\nfrom time to time determine.\n\n\n                                  ARTICLE VIII\n\n                                GENERAL MATTERS\n\n         8.1      CHECKS\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         8.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS\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\nits credit or to render it liable for any purpose or for any amount.\n\n         8.3      STOCK CERTIFICATES\n\n         The shares of the Corporation shall be represented by certificates,\nprovided that the Board of Directors of the Corporation may provide by\nresolution or resolutions that some or all of any or all classes or series of\nits stock shall be uncertificated shares. Any such resolution shall not apply\nto shares represented by a certificate until such certificate is surrendered to\nthe \n\n\n                                      19\n&gt;PAGE&gt;   23\n\n\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 of the Board, the\nCEO, or the 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 of\nthe signatures on the certificate may be a facsimile. In case any officer,\ntransfer agent or registrar who has signed or whose facsimile signature has\nbeen placed upon a certificate has ceased to be such officer, transfer agent or\nregistrar before such certificate is issued, it may be issued by the\nCorporation with the same effect as if he or she were such officer, transfer\nagent or registrar at the date of issue.\n\n         8.4      SPECIAL DESIGNATION ON CERTIFICATES\n\n         If the Corporation is authorized to issue more than one class of stock\nor more than one series of any class, then the powers, the designations, the\npreferences, and the relative, participating, optional or other special rights\nof each class of stock or series thereof and the qualifications, limitations or\nrestrictions of such preferences and\/or rights 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\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         8.5      LOST CERTIFICATES\n\n         Except as provided in this Section 8.5, no new certificates for shares\nshall be issued to replace a previously issued certificate unless the latter is\nsurrendered to the Corporation and cancelled at the same time. The Corporation\nmay issue a new certificate of stock or uncertificated shares in the place of\nany certificate theretofore issued by it, alleged to have been lost, stolen or\ndestroyed, and the Corporation may require the owner of the lost, stolen or\ndestroyed certificate, or his or her legal representative, to give the\nCorporation a bond sufficient to indemnify it against any claim that may be\nmade against it on account of the alleged loss, theft or destruction of any\nsuch certificate or the issuance of such new certificate or uncertificated\nshares.\n\n         8.6      CONSTRUCTION; DEFINITIONS\n\n         Unless the context requires otherwise, the general provisions, rules\nof construction, and definitions in the Delaware General Corporation Law shall\ngovern the construction of these Bylaws. Without limiting the generality of\nthis provision, the singular number includes the plural, the plural number\nincludes the singular, and the term \"person\" includes both a corporation and a\nnatural person.\n\n\n                                      20\n&gt;PAGE&gt;   24\n\n\n         8.7      DIVIDENDS\n\n         The directors of the Corporation, subject to any restrictions\ncontained in the Certificate of Incorporation, may declare and pay dividends\nupon the shares of its capital stock pursuant to the General Corporation Law of\nDelaware. Dividends may be paid in cash, in property, or in shares of the\nCorporation's capital stock.\n\n         The directors of the Corporation may set apart out of any of the funds\nof the Corporation available for dividends a reserve or reserves for any proper\npurpose and may abolish any such reserve. Such purposes shall include but not\nbe limited to equalizing dividends, repairing or maintaining any property of\nthe Corporation, and meeting contingencies.\n\n         8.8      FISCAL YEAR\n\n         The fiscal year of the Corporation shall be fixed by resolution of the\nBoard of Directors and may be changed by the Board of Directors.\n\n         8.9      SEAL\n\n         The seal of the Corporation shall be such as from time to time may be\napproved by the Board of Directors.\n\n         8.10     TRANSFER OF STOCK\n\n         Upon surrender to the Corporation or the transfer agent of the\nCorporation of a certificate for shares duly endorsed or accompanied by proper\nevidence of succession, assignation or authority to transfer, it shall be the\nduty of the Corporation to issue a new certificate to the person entitled\nthereto, cancel the old certificate, and record the transaction in its books.\n\n         8.11     STOCK TRANSFER AGREEMENTS\n\n         The Corporation shall have power to enter into and perform any\nagreement with any number of stockholders of any one or more classes of stock\nof the Corporation to restrict the transfer of shares of stock of the\nCorporation of any one or more classes owned by such stockholders in any manner\nnot prohibited by the General Corporation Law of Delaware.\n\n         8.12     REGISTERED STOCKHOLDERS\n\n         The Corporation shall be entitled to recognize the exclusive right of\na person registered on its books as the owner of shares to receive dividends\nand to vote as such owner, shall be entitled to hold liable for calls and\nassessments the person registered on its books as the owner of shares, and\nshall not be bound to recognize any equitable or other claim to or interest in\nsuch share or shares on the part of another person, whether or not it shall\nhave express or other notice thereof, except as otherwise provided by the laws\nof Delaware.\n\n\n                                      21\n&gt;PAGE&gt;   25\n\n\n         8.13     REPRESENTATION OF SHARES OF OTHER CORPORATIONS\n\n         The Chairman of the Board, the CEO, the President, the CFO or any\nother person authorized by the Board of Directors or the CEO, is authorized to\nvote, represent, and exercise on behalf of this Corporation all rights incident\nto any and all shares of any other corporation or corporations standing in the\nname of this Corporation. The authority granted herein may be exercised either\nby such 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\n                                   ARTICLE IX\n\n                                   AMENDMENTS\n\n         These Bylaws may be altered, amended or repealed, and new bylaws made\n(a) by the affirmative vote of the holders of a majority of the total voting\npower of all classes of outstanding capital stock voting thereon as a single\nclass or (b) by the Board of Directors.\n\n\n                                      22\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9303],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9573,9574],"class_list":["post-41577","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-webmd-corp","corporate_contracts_industries-technology__programming","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\/41577","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=41577"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41577"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41577"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41577"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}