{"id":41582,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws2.html","title":{"rendered":"Bylaws"},"content":{"rendered":"<pre>\n\n                                     BYLAWS\n\n                                       OF\n\n                             HEWLETT-PACKARD COMPANY\n                            (A DELAWARE CORPORATION)\n\n                                    ARTICLE I\n\n                                CORPORATE OFFICES\n\n     1.1 REGISTERED OFFICE.  The registered  office of the corporation shall be\nfixed in the Certificate of Incorporation of the corporation.\n\n     1.2 OTHER OFFICES.  The board of directors may at any time establish branch\nor subordinate offices at any place or places where the corporation is qualified\nto do business.\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n     2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at any place\nwithin or outside the State of Delaware designated by the board of directors. In\nthe absence of any such designation, stockholders' meetings shall be held at the\nregistered office of the corporation.\n\n     2.2 ANNUAL MEETING.\n\n     (a) The annual meeting of stockholders shall be held each year on a date\nand at a time designated by the board of directors. At the meeting, directors\nshall be elected, and any other proper business may be transacted.\n\n     (b) At an annual meeting of the stockholders, only such business shall be\nconducted as shall have been properly brought before the meeting. To be properly\nbrought before an annual meeting, business must be: (i) specified in the notice\nof meeting (or any supplement thereto) given by or at the direction of the board\nof directors, (ii) otherwise properly brought before the meeting by or at the\ndirection of the board of directors, or (iii) otherwise properly brought before\nthe meeting by a stockholder of record at the time of giving notice provided for\nin these Bylaws, who is entitled to vote at the meeting and who complies with\nthe notice procedures set forth in this Section 2.2. For business to be properly\nbrought before an annual meeting by a stockholder, the stockholder must have\ngiven timely notice thereof in writing to the secretary of the corporation. To\nbe timely, a stockholder's notice must be delivered to or mailed and received at\nthe principal executive offices of the corporation (A) not later than the close\nof business on the ninetieth (90th) day nor earlier than the close of business\non the one hundred twentieth (120th) day prior to the first anniversary of the\npreceding year's\n\n\n\n\n\nmeeting, or (B) not less than the later of the close of business on the\nforty-fifth (45th) day nor earlier than the close of business on the\nseventy-fifth (75th) day prior to the first anniversary of the date on which the\ncorporation first sent or gave its proxy statement to stockholders for the\npreceding year's annual meeting, whichever period described in clause (A) or (B)\nof this sentence first occurs; provided, however, that in the event that no\nannual meeting was held in the previous year or the date of the annual meeting\nis more than thirty (30) days before or more than sixty (60) days after the\nanniversary date of the previous year's meeting, notice by the stockholder to be\ntimely must be so received not earlier than the close of business on the one\nhundred twentieth (120th) day prior to such meeting and not later than the close\nof business on the later of (x) the ninetieth (90th) day prior to such meeting\nand (y) the tenth (10) day following the date on which public announcement of\nthe date of such meeting is first made. For purposes of this Section 2.2, a\n\"public announcement\" shall mean disclosure in a press release reported by the\nDow Jones News Service, Associated Press or a comparable national news service\nor in a document publicly filed by the corporation with the Securities and\nExchange Commission. In no event shall the public announcement of an adjournment\nof a stockholders meeting commence a new time period for the giving of a\nstockholder's notice as described above. A stockholder's notice to the secretary\nshall set forth as to each matter the stockholder proposes to bring before the\nannual meeting: (1) 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, (2 )the name and address, as they appear on the corporation's\nbooks, of the stockholder proposing such business, (3) the class and number of\nshares of the corporation which are beneficially owned by the stockholder, (4)\nany material interest of the stockholder in such business, and (5) any other\ninformation that is required to be provided by the stockholder pursuant to\nRegulation 14A under the Securities Exchange Act of 1934, as amended (the \"1934\nAct\"), in his capacity as a proponent to a stockholder proposal. Notwithstanding\nthe foregoing, in order to include information with respect to a stockholder\nproposal in the proxy statement and form of proxy for a stockholder's meeting,\nstockholders must provide notice as required by the regulations promulgated\nunder the 1934 Act. In addition, with respect to a stockholder proposal, if the\nstockholder has provided the corporation a notice as described above, the\nstockholder must have delivered a proxy statement and form of proxy to holders\nof a sufficient number of shares to carry such proposal in order for such\nproposal to be properly presented. Notwithstanding anything in these Bylaws to\nthe contrary, no business shall be conducted at any annual meeting except in\naccordance with the procedures set forth in this paragraph (b). The chairman of\nthe annual meeting shall, if the facts warrant, determine and declare at the\nmeeting that business was not properly brought before the meeting and in\naccordance with the provisions of this paragraph (b), and, if he should so\ndetermine, he shall so declare at the meeting that any such business not\nproperly brought before the meeting shall not be transacted.\n\n\n     (c) Only persons who are nominated in accordance with the procedures set\nforth in this paragraph (c) shall be eligible for election as directors.\nNominations of persons for election to the board of directors of the corporation\nmay be made at a meeting of stockholders by or at the direction of the board of\ndirectors or by any stockholder of record of the corporation at the time of\ngiving notice provided for in these Bylaws, who is entitled to vote in the\nelection of directors at the meeting and who complies with the notice procedures\nset forth in this paragraph (c). Such nominations, other than those made by or\nat the direction of the board of directors, shall be made pursuant to timely\nnotice in writing to the secretary of the corporation in\n\n                                      -2-\n\n\n\naccordance with the provisions of paragraph (b) of this Section 2.2. Such\nstockholder's notice shall set forth (i) as to each person, if any, whom the\nstockholder proposes to nominate for election or re-election as a director: (A)\nthe name, age, business address and residence address of such person, (B) the\nprincipal occupation or employment of such person, (C) the class and number of\nshares of the corporation which are beneficially owned by such person, (D) a\ndescription of all arrangements or understandings between the stockholder and\neach nominee and any other person or persons (naming such person or persons)\npursuant to which the nominations are to be made by the stockholder, and (E) any\nother information relating to such person that is required to be disclosed in\nsolicitations of proxies for elections of directors, or is otherwise required,\nin each case pursuant to Regulation 14A under the 1934 Act (including without\nlimitation such person's written consent to being named in the proxy statement,\nif any, as a nominee and to serving as a director if elected); (ii) as to such\nstockholder giving notice, the information required to be provided pursuant to\nparagraph (b) of this Section 2.2; and (iii) a written statement executed by\nsuch nominee acknowledging that, as a director of such corporation, such person\nwill owe a fiduciary duty, under the General Corporation Law of the State of\nDelaware , exclusively to the corporation and its stockholders. In addition, if\nthe stockholder has provided the corporation a notice as described above, the\nstockholder must have delivered a proxy statement and form of proxy to holders\nof a sufficient number of shares to elect such nominee in order for the proposal\nto be properly nominated. At the request of the board of directors, any person\nnominated by a stockholder for election as a director shall furnish to the\nsecretary of the corporation that information required to be set forth in the\nstockholder's notice of nomination which pertains to the nominee. No person\nshall be eligible for election as a director of the corporation unless nominated\nin accordance with the procedures set forth in this paragraph (c). The chairman\nof the meeting shall, if the facts warrants, determine and declare at the\nmeeting that a nomination was not made in accordance with the procedures\nprescribed by these Bylaws, and if he should so determine, he shall so declare\nat the meeting, and the defective nomination shall be disregarded.\n\n     2.3 SPECIAL MEETING. A special meeting of the stockholders may be called\nat any time by the board of directors, the chairman of the board of\ndirectors, the vice chairman of the board of directors, the chairman of the\nexecutive committee, or the president, but such special meetings may not be\ncalled by any other person or persons. Only such business shall be considered\nat a special meeting of stockholders as shall have been stated in the notice\nfor such meeting.\n\n     2.4 ORGANIZATION. Meetings of stockholders shall be presided over by the\nchairman of the board of director, if any, or in his or her absence by the vice\nchairman of the board of directors, if any, or in his or her absence by the\nchairman of the executive committee, if any, or in his or her absence by the\npresident, if any, or in his or her absence by an executive vice president, if\nany, or in his her absence by a senior vice president, if any, or in his or her\nabsence by a vice president, or in the absence of the foregoing persons by a\nchairman designated by the board of directors, or in the absence of such\ndesignation by a chairman chosen at the meeting by the vote of a majority in\ninterest of the stockholders present in person or represented by proxy and\nentitled to vote thereat. The secretary, or in his or her absence, an assistant\nsecretary, or, in the absence of the secretary and all assistant secretaries, a\nperson whom the chairman of the\n\n                                      -3-\n\n\nmeeting shall appoint shall act as secretary of the meeting and keep a record\nof the proceedings thereof.\n\n         The board of directors of the corporation shall be entitled to make\nsuch rules or regulations for the conduct of meetings of stockholders as it\nshall deem necessary, appropriate or convenient. Subject to such rules and\nregulations of the board of directors, if any, the chairman of the meeting shall\nhave the right and authority to prescribe such rules, regulations and procedures\nand to do all such acts as, in the judgment of such chairman, are necessary,\nappropriate or convenient for the proper conduct of the meeting, including,\nwithout limitation, establishing an agenda or order of business for the meeting,\nrules and procedures for maintaining order at the meeting and the safety of\nthose present, limitations on participation in such meeting to stockholders of\nrecord of the corporation and their duly authorized and constituted proxies, and\nsuch other persons as the chairman shall permit, restrictions on entry to the\nmeeting after the time fixed for the commencement thereof, limitations on the\ntime allotted to questions or comments by participants and regulation of the\nopening and closing of the polls for balloting and matters which are to be voted\non by ballot. Unless and to the extent determined by the board of directors or\nthe chairman of the meeting, meetings of stockholders shall not be required to\nbe held in accordance with rules of parliamentary procedure.\n\n\n         2.5 NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of\nstockholders shall be sent or otherwise given in accordance with Section 2.6\nof these Bylaws not less than ten (10) nor more than sixty (60) days before\nthe date of the meeting. The notice shall specify the place, date, and hour\nof the meeting and (i) in the case of a special meeting, the general nature\nof the business to be transacted (no business other than that specified in\nthe notice may be transacted) or (ii) in the case of the annual meeting,\nthose matters which the board of directors, at the time of giving the notice,\nintends to present for action by the stockholders (but any proper matter may\nbe presented at the meeting for such action). The notice of any meeting at\nwhich directors are to be elected shall include the name of any nominee or\nnominees who, at the time of the notice, the board of directors intends to\npresent for election. Any previously scheduled meeting of the stockholders\nmay be postponed, and (unless the Certificate of Incorporation otherwise\nprovides) and special meeting of the stockholders may be cancelled, by\nresolution of the board of directors upon public notice given prior to the\ndate previously scheduled for such meeting of stockholders.\n\n         2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any\nmeeting of stockholders shall be given either personally or by mail,\ntelecopy, telegram or other electronic or wireless means. Notices not\npersonally delivered shall be sent postage or charges prepaid and shall be\naddressed to the stockholder at the address of that stockholder appearing on\nthe books of the corporation or given by the stockholder to the corporation\nfor the purpose of notice. Notice shall be deemed to have been given at the\ntime when delivered personally or deposited in the mail or sent by telecopy,\ntelegram or other electronic or wireless means.\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 or report.\n\n                                      -4-\n\n\n\n     2.7 QUORUM. The holders of a majority in voting power of the stock\nissued and outstanding and entitled to vote thereat, present in person or\nrepresented by proxy, shall constitute a quorum at all meetings of the\nstockholders for the transaction of business except as otherwise provided by\nstatute or the Certificate of Incorporation. If, however, such quorum is not\npresent or represented at any meeting of the stockholders, then either (i)\nthe chairman of the meeting or (ii) the stockholders by the vote of the\nholders of a majority of the stock present in person or represented by proxy\nat the meeting, shall have power to adjourn the meeting from time to time in\naccordance with Section 2.8, each without notice other than announcement at\nthe meeting, 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.\n\n         When a quorum is present at any meeting, the vote of the holders of a\nmajority of the stock having voting power present in person or represented by\nproxy shall decide any question brought before such meeting, unless the question\nis one upon which, by express provision of the laws of the State of Delaware or\nof the Certificate of Incorporation or these Bylaws, a vote of a greater number\nor voting by classes is required, in which case such express provision shall\ngovern and control 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.\n\n     2.8 ADJOURNED MEETING; NOTICE. Any meeting of stockholders, annual or\nspecial, whether or not a quorum is present, may be adjourned for any reason\nfrom time to time by either (i) the chairman of the meeting or (ii) the\nstockholders by the vote of the holders of a majority of the stock\nrepresented at the meeting, either in person or by proxy. In the absence of a\nquorum, no other business may be transacted at that meeting except as\nprovided in Section 2.7 of these Bylaws.\n\n         When any meeting of stockholders, either annual or special, is\nadjourned to another time or place, notice need not be given of the adjourned\nmeeting if the time and place are announced at the meeting at which the\nadjournment is taken. However, if a new record date for the adjourned meeting is\nfixed or if the adjournment is for more than thirty (30) days from the date set\nfor the original meeting, then notice of the adjourned meeting shall be given.\nNotice of any such adjourned meeting shall be given to each stockholder of\nrecord entitled to vote at the adjourned meeting in accordance with the\nprovisions of Sections 2.5 and 2.6 of these Bylaws. At any adjourned meeting the\ncorporation may transact any business which might have been transacted at the\noriginal meeting.\n\n     2.9 VOTING. The stockholders entitled to vote at any meeting of\nstockholders shall be determined in accordance with the provisions of Section\n2.12 of these Bylaws, subject to the provisions of Sections 217 and 218 of\nthe General Corporation Law of Delaware (relating to voting rights of\nfiduciaries, pledgers and joint owners, and to voting trusts and other voting\nagreements).\n\n                                      -5-\n\n\n\n\n         Except as may be otherwise provided in the Certificate of\nIncorporation, by these Bylaws or required by law, each stockholder shall be\nentitled to one vote for each share of capital stock held by such stockholder.\n\n         Any stockholder entitled to vote on any matter may vote part of the\nshares in favor of the proposal and refrain from voting the remaining shares or,\nexcept when the matter is the election of directors, may vote them against the\nproposal; but if the stockholder fails to specify the number of shares which the\nstockholder is voting affirmatively, it will be conclusively presumed that the\nstockholder's approving vote is with respect to all shares which the stockholder\nis entitled to vote.\n\n     2.10 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT. The transactions\nof any meeting of stockholders, either annual or special, however called and\nnoticed, and wherever held, shall be as valid as though they had been taken\nat a meeting duly held after regular call and notice, if a quorum be present\neither in person or by proxy.\n\n         Attendance by a person at a meeting shall also constitute a waiver of\nnotice of and presence at that meeting, except when the person objects at the\nbeginning of the meeting to the transaction of any business because the meeting\nis not lawfully called or convened. Attendance at a meeting is not a waiver of\nany right to object to the consideration of matters required by law to be\nincluded in the notice of the meeting but not so included, if that objection is\nexpressly made at the meeting.\n\n     2.11 ACTION BY WRITTEN CONSENT. Subject to the rights of the holders of\nthe shares of any series of Preferred Stock or any other class of stock or\nseries thereof having a preference over the Common Stock as dividend or upon\nliquidation, any action required or permitted to be taken by the stockholders\nof the corporation must be effected at a duly called annual or special\nmeeting of stockholders of the corporation and may not be effected by any\nconsent in writing by such stockholders.\n\n     2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS. For\npurposes of determining the stockholders entitled to notice of any meeting or\nto vote thereat, the board of directors may fix, in advance, a record date,\nwhich shall not be more than sixty (60) days nor less than ten (10) days\nbefore the date of any such meeting, and in such event only stockholders of\nrecord on the date so fixed are entitled to notice and to vote,\nnotwithstanding any transfer of any shares on the books of the corporation\nafter the record date, except as otherwise provided in the Certificate of\nIncorporation, by these Bylaws, by agreement or by applicable law.\n\n         If the board of directors does not so fix a record date, the record\ndate for determining stockholders entitled to notice of or to vote at a meeting\nof stockholders shall be at the close of business on the business day next\npreceding the day on which notice is given, or, if notice is waived, at the\nclose of business on the business day next preceding the day on which the\nmeeting is held.\n\n                                      -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 meeting\nunless the board of directors fixes a new record date for the adjourned meeting,\nbut the board of directors shall fix a new record date if the meeting is\nadjourned for more than thirty (30) days from the date set for the original\nmeeting.\n\n\n              The record date for any other purpose shall be as provided in\nSection 8.1 of these Bylaws.\n\n         2.13 PROXIES. Every person entitled to vote for directors, or on any\nother matter, shall have the right to do so either in person or by one or\nmore agents authorized by a written proxy, which may be in the form of a\ntelegram, cablegram, or other means of electronic transmission, signed by the\nperson and filed with the secretary of the corporation, but no such proxy\nshall be voted or acted upon after three (3) years from its date, unless the\nproxy provides for a longer period. A proxy shall be deemed signed if the\nstockholder's name is placed on the proxy (whether by manual signature,\ntypewriting, telegraphic transmission or otherwise) by the stockholder or the\nstockholder's attorney-in-fact. A duly executed proxy shall be irrevocable if\nit states that it is irrevocable and if, and only as long as, it is coupled\nwith an interest sufficient in law to support an irrevocable power. A\nstockholder may revoke any proxy which is not irrevocable by attending the\nmeeting and voting in person or by filing an instrument in writing revoking\nthe proxy or by filing another duly executed proxy bearing a later date with\nthe secretary of the corporation.\n\n         A proxy is not revoked by the death or incapacity of the maker unless,\nbefore the vote is counted, written notice of such death or incapacity is\nreceived by the corporation.\n\n         2.14 INSPECTORS OF ELECTION. Before any meeting of stockholders, the\nboard of directors shall appoint an inspector or inspectors of election to\nact at the meeting or its adjournment. The number of inspectors shall be\neither one (1) or three (3). If any person appointed as inspector fails to\nappear or fails or refuses to act, then the chairman of the meeting may, and\nupon the request of any stockholder or a stockholder's proxy shall, appoint a\nperson to fill that vacancy.\n\n              Such inspectors shall:\n\n     (a) determine the number of shares outstanding and the voting power of\neach, the number of shares represented at the meeting, the existence of a\nquorum, and the authenticity, validity, and effect of proxies;\n\n     (b) receive votes, ballots or consents;\n\n     (c) hear and determine all challenges and questions in any way arising\nin connection with the right to vote;\n\n     (d) count and tabulate all votes or consents;\n\n                                      -7-\n\n\n     (e) determine when the polls shall close;\n\n     (f) determine the result; and\n\n     (g) do any other acts that may be proper to conduct the election or vote\nwith fairness to all stockholders.\n\n         The inspectors of election shall perform their duties impartially, in\ngood faith, to the best of their ability and as expeditiously as is practical.\nIf there are three (3) inspectors of election, the decision, act or certificate\nof a majority is effective in all respects as the decision, act or certificate\nof all. Any report or certificate made by the inspectors of election is prima\nfacie evidence of the facts stated therein.\n\n                                   ARTICLE III\n\n                                    DIRECTORS\n\n     3.1 POWERS. Subject to the provisions of the General Corporation Law of\nDelaware and to any limitations in the Certificate of Incorporation or these\nBylaws relating to action required to be approved by the stockholders or by\nthe outstanding shares, the business and affairs of the corporation shall be\nmanaged and shall be exercised by or under the direction of the board of\ndirectors. In addition to the powers and authorities these Bylaws expressly\nconfer upon them, the board of directors may exercise all such powers of the\ncorporation and do all such lawful acts and things as are not by the General\nCorporation Law of Delaware or by the Certificate of Incorporation or by\nthese Bylaws required to be exercised or done by the stockholders.\n\n     3.2 NUMBER AND TERM OF OFFICE. The authorized number of directors shall\nbe not less than eight (8) nor more than seventeen (17). Within such limits,\nthe exact number of directors shall be as fixed from time to time by the\nboard of directors. An indefinite number of directors may be fixed, or the\ndefinite number of directors may be changed, by a duly adopted amendment to\nthe Certificate of Incorporation or by an amendment to the bylaw duly adopted\nby resolution of a majority of the total number of directors that the\ncorporation would have if there were no vacancies.\n\n         No reduction of the authorized number of directors shall have the\neffect of removing any director before that director's term of office expires.\nIf for any cause, the directors shall not have been elected at an annual\nmeeting, they may be elected as soon thereafter as convenient at a special\nmeeting of the stockholders called for that purpose in the manner provided in\nthese Bylaws.\n\n     3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS. Except as provided in\nSection 3.4 of these Bylaws, at each annual meeting of stockholders,\ndirectors elected to succeed those directors whose terms then expire shall be\nelected for a term of office to expire at the succeeding annual meeting of\nstockholders after their election, with each director to hold office until\nsuch director's successor shall have been duly elected and qualified.\n\n                                      -8-\n\n\n\n         Directors need not be stockholders unless so required by the\nCertificate of Incorporation or by these Bylaws; wherein other qualifications\nfor directors may be prescribed. Each director, including a director elected to\nfill a vacancy, shall hold office until his successor is elected and qualified\nor until his earlier resignation or removal.\n\n         Election of directors at all meetings of the stockholders at which\ndirectors are to be elected shall be by ballot, and, a plurality of the votes\ncast thereat shall elect directors.\n\n     3.4 RESIGNATION AND VACANCIES. Any director may resign effective on\ngiving written notice to the chairman of the board of directors, the\npresident, the secretary or the board of directors, unless the notice\nspecifies a later time for that resignation to become effective. If the\nresignation of a director is effective at a future time, the board of\ndirectors may elect a successor to take office when the resignation becomes\neffective.\n\n         Unless otherwise provided in the Certificate of Incorporation or by\nthese Bylaws, vacancies in the board of directors may be filled by a majority\nof the remaining directors, even if less than a quorum, or by a sole\nremaining director; however, a vacancy created by the removal of a director\nby the vote of the stockholders or by court order may be filled only by the\naffirmative vote of a majority of the voting power of shares represented and\nvoting at a duly held meeting at which a quorum is present (which shares\nvoting affirmatively also constitute a majority of the required quorum). Each\ndirector so elected shall hold office until the next annual meeting of the\nstockholders and until a successor has been elected and qualified.\n\n         Unless otherwise provided in the Certificate of Incorporation or\nthese Bylaws:\n\n           (i) Vacancies and newly created directorships resulting from any\nincrease in the authorized number of directors elected by all of the\nstockholders having the right to vote as a single class may be filled by a\nmajority of the directors then in office, although less than a quorum, or by\na sole remaining director.\n\n           (ii) Whenever the holders of any class or classes of stock or\nseries thereof are entitled to elect one or more directors by the provisions\nof 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         Any directors chosen pursuant to this Section 3.4 shall hold office\nfor a term expiring at the next annual meeting of stockholders and until such\ndirector's successor shall have been duly elected and qualified.\n\n         If at any time, by reason of death or resignation or other cause, the\ncorporation should have no directors in office, then any officer or any\nstockholder or an executor, administrator, trustee or guardian of a stockholder,\nor other fiduciary entrusted with like responsibility for the person or estate\nof a stockholder, may call a special meeting of stockholders in accordance with\n\n                                      -9-\n\n\nthe provisions of the Certificate of Incorporation or these Bylaws, or may apply\nto the Court of Chancery for a decree summarily ordering an election as provided\nin Section 211 of the General Corporation Law of Delaware.\n\n         If, at the time of filling any vacancy or any newly created\ndirectorship, the directors then in office constitute less than a majority of\nthe whole board of directors (as constituted immediately prior to any such\nincrease), then the Court of Chancery may, upon application of any stockholder\nor stockholders holding at least ten percent (10%) of the total number of the\nthen outstanding shares having the right to vote for such directors, summarily\norder an election to be held to fill any such vacancies or newly created\ndirectorships, or to replace the directors chosen by the directors then in\noffice as aforesaid, which election shall be governed by the provisions of\nSection 211 of the General Corporation Law of Delaware as far as applicable.\n\n     3.5 REMOVAL. Unless otherwise restricted by statute, by the Certificate\nof Incorporation or by these Bylaws, any director or the entire board of\ndirectors may be removed, with or without cause, by the holders of a majority\nof the shares then entitled to vote at an election of directors; provided,\nhowever, that, if and so long as stockholders of the corporation are entitled\nto cumulative voting, if less than the entire board of directors is to be\nremoved, no director may be removed without cause if the votes cast against\nhis removal would be sufficient to elect him if then cumulatively voted at an\nelection of the entire board of directors.\n\n     3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. Regular meetings of the\nboard of directors may be held at any place within or outside the State of\nDelaware that has been designated from time to time by resolution of the\nboard of directors. In the absence of such a designation, regular meetings\nshall be held at the principal executive office of the corporation. Special\nmeetings of the board of directors may be held at any place within or outside\nthe State of Delaware that has been designated in the notice of the meeting\nor, if not stated in the notice or if there is no notice, at the principal\nexecutive office of the corporation.\n\n         Any meeting, regular or special, may be held by conference telephone or\nsimilar communication equipment, so long as all directors participating in the\nmeeting can hear one another; and all such directors shall be deemed to be\npresent in person at the meeting.\n\n     3.7 REGULAR MEETINGS. Regular meetings of the board of directors may be\nheld without notice if the times of such meetings are fixed by the board of\ndirectors.\n\n     3.8 SPECIAL MEETINGS; NOTICE. Special meetings of the board of directors\nfor any purpose or purposes may be called at any time by the chairman of the\nboard of directors, the vice chairman of the board of directors, the\npresident, the chairman of the executive committee, any vice president or the\nsecretary or a majority of the members of the board of the directors then in\noffice.\n\n         The person or persons authorized to call special meetings of the board\nof directors may fix the place and time of the meetings. The secretary or any\nassistant secretary shall give notice of any special meeting to each director\npersonally or by telephone to each director or sent by\n\n                                      -10-\n\n\nfirst-class mail, courier service or telegram, telecopy or other electronic\nor wireless means, postage or charges prepaid, addressed to each director at\nthat director's address as it is shown on the records of the corporation or\nif the address is not readily ascertainable, notice shall be addressed to the\ndirector at the city or place in which the meetings of directors are\nregularly held. If the notice is by mail, such notice shall be deposited in\nthe United States mail at least four (4) days prior to the time set for such\nmeeting. If the notice is by telegram, overnight mail or courier service,\nsuch notice shall be deemed adequately delivered when the telegram is\ndelivered to the telegram company or the notice is delivered to the overnight\nmail or courier service company at least twenty-four (24) hours prior to the\ntime set for such meeting. If the notice is by facsimile transmission or\nother electronic means, such notice shall be deemed adequately delivered when\nthe notice is transmitted at least twenty-four (24) hours prior to the time\nset for such meeting. If the notice is by telephone or by hand delivery, such\nnotice shall be deemed adequately delivered when the notice is given at least\ntwenty-four (24) hours prior to the time set for such meeting. Any oral\nnotice given personally or by telephone may be communicated either to the\ndirector or to a person at the office of the director who the person giving\nthe notice has reason to believe will promptly communicate it to the\ndirector. If the meeting is to be held at the principal executive office of\nthe corporation, the notice need not specify the purpose or the place of the\nmeeting. Moreover, a notice of special meeting need not state the purpose of\nsuch meeting, and, unless indicated in the notice thereof, any and all\nbusiness may be transacted at a special meeting.\n\n     3.9 QUORUM. A majority of the authorized number of directors shall\nconstitute a quorum for the transaction of business, except to fill vacancies\nin the board of directors as provided in Section 3.4 and to adjourn as\nprovided in Section 3.11 of these Bylaws. Every act or decision done or made\nby a majority of the directors present at a duly held meeting at which a\nquorum is present shall be regarded as the act of the board of directors,\nsubject to the provisions of the Certificate of Incorporation and applicable\nlaw.\n\n         A meeting at which a quorum is initially present may continue to\ntransact business, notwithstanding the withdrawal of enough directors to leave\nless than a quorum, upon resolution of at least a majority of the required\nquorum for that meeting prior to the loss of such quorum.\n\n     3.10 WAIVER OF NOTICE. Notice of a meeting need not be given to any\ndirector (i) who signs a waiver of notice or a consent to holding the meeting\nor an approval of the minutes thereof, whether before or after the meeting,\nor (ii) who attends the meeting without protesting, prior thereto or at its\ncommencement, the lack of notice to such directors. The transactions of any\nmeeting of the board of directors, however called and noticed or wherever\nheld, are as valid as though had at a meeting duly held after regular call\nand notice if a quorum is present and if, either before or after the meeting,\neach of the directors not present signs a written waiver of notice. All such\nwaivers shall be filed with the corporate records or made part of the minutes\nof the meeting. A waiver of notice need not specify the purpose of any\nregular or special meeting of the board of directors.\n\n     3.11 ADJOURNMENT. A majority of the directors present, whether or not\nconstituting a quorum, may adjourn any meeting to another time and place.\n\n                                      -11-\n\n\n     3.12 NOTICE OF ADJOURNMENT. Notice of the time and place of holding an\nadjourned meeting need not be given if announced unless the meeting is\nadjourned for more than twenty-four (24) hours. If the meeting is adjourned\nfor more than twenty-four (24) hours, then notice of the time and place of\nthe adjourned meeting shall be given before the adjourned meeting takes\nplace, in the manner specified in Section 3.8 of these Bylaws, to the\ndirectors who were not present at the time of the adjournment.\n\n     3.13 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action\nrequired or permitted to be taken by the board of directors may be taken\nwithout a meeting, provided that all members of the board of directors\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 of directors.\n\n     3.14 ORGANIZATION. Meetings of the board of directors shall be presided\nover by the chairman of the board, if any, or in his or her absence by the\nvice chairman of the board, if any, or in his or her absence by the chairman\nof the executive committee, if any, or in his or her absence by the\npresident, if any, or in his or her absence by the executive vice president.\nIn the absence of all such directors, a president pro tem chosen by a\nmajority of the directors present shall preside at the meeting. The secretary\nshall act as secretary of the meeting, but in his or her absence the chairman\nof the meeting may appoint any person to act as secretary of the meeting.\n\n     3.15 FEES AND COMPENSATION OF DIRECTORS. Directors and members of\ncommittees may receive such compensation, if any, for their services and such\nreimbursement of expenses as may be fixed or determined by resolution of the\nboard of directors. This Section 3.15 shall not be construed to preclude any\ndirector from serving the corporation in any other capacity as an officer,\nagent, employee or otherwise and receiving compensation for those services.\n\n                                   ARTICLE IV\n\n                                   COMMITTEES\n\n     4.1 COMMITTEES OF DIRECTORS. The board of directors may designate one\n(1) or more committees, each consisting of two or more directors, to serve at\nthe pleasure of the board of directors. The board of directors may designate\none (1) or more directors as alternate members of any committee, who may\nreplace any absent member at any meeting of the committee. Any committee, to\nthe extent provided in the resolution of the board of directors, shall have\nall the authority of the board of directors, but no such committee shall have\nthe power or authority to (i) approve or adopt or recommend to the\nstockholders any action or matter that requires the approval of the\nstockholders or (ii) adopt, amend or repeal any Bylaw of the corporation.\n\n     4.2 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of\ncommittees shall be governed by, and held and taken in accordance with, the\nprovisions of\n\n                                      -12-\n\n\nArticle III of these Bylaws, Section 3.6 (place of meetings), Section 3.7\n(regular meetings), Section 3.8 (special meetings and notice), Section 3.9\n(quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment),\nSection 3.12 (notice of adjournment), and Section 3.13 (action without\nmeeting), with such changes in the context of those Bylaws as are necessary\nto substitute the committee and its members for the board of directors and\nits members; provided, however, that the time of regular meetings of\ncommittees may be determined either by resolution of the board of directors\nor by resolution of the committee, that special meetings of committees may\nalso be called by resolution of the board of directors, and that notice of\nspecial meetings of committees shall also be given to all alternate members,\nwho shall have the right to attend all meetings of the committee. The board\nof directors may adopt rules for the government of any committee not\ninconsistent with the provisions of these Bylaws.\n\n     4.3 EXECUTIVE COMMITTEE. In the event that the board of directors\nappoints an executive committee, such executive committee, in all cases in\nwhich specific directions to the contrary shall not have been given by the\nboard of directors, shall have and may exercise, during the intervals between\nthe meetings of the board of directors, all the powers and authority of the\nboard of directors in the management of the business and affairs of the\ncorporation (except as provided in Section 4.1 hereof) in such manner as the\nexecutive committee may deem in the best interests of the corporation.\n\n                                    ARTICLE V\n\n                                    OFFICERS\n\n     5.1 OFFICERS. The officers of the corporation shall consist of a\npresident, one or more vice presidents, a secretary and a chief financial\nofficer who shall be chosen by the board of directors and such other\nofficers, including but not limited to a chairman of the board of directors,\na vice chairman of the board of directors, a chairman of the executive\ncommittee and a treasurer as the board of directors shall deem expedient, who\nshall be chosen in such manner and hold their offices for such terms as the\nboard of directors may prescribe. Any two or more of such offices may be held\nby the same person. The board of directors may designate one or more vice\npresidents as executive vice presidents or senior vice presidents. Either the\nchairman of the board of directors, the vice chairman of the board of\ndirectors, the chairman of the executive committee, or the president, as the\nboard of directors may designate from time to time, shall be the chief\nexecutive officer of the corporation. The board of directors may from time to\ntime designate the president or any executive vice president as the chief\noperating officer of the corporation. Any vice president, treasurer or\nassistant treasurer, or assistant secretary respectively may exercise any of\nthe powers of the president, the chief financial officer, or the secretary,\nrespectively, as directed by the board of directors and shall perform such\nother duties as are imposed upon such officer by the Bylaws or the board of\ndirectors.\n\n     5.2 ELECTION OF OFFICERS. In addition to officers elected by the board\nof directors in accordance with Sections 5.1 and 5.3, the corporation may\nhave one or more appointed vice presidents. Such vice presidents may be\nappointed by the chairman of the board of directors or the president and\nshall have such duties as may be established by the chairman or\n\n                                      -13-\n\n\npresident. Vice presidents appointed pursuant to this Section 5.2 may be\nremoved in accordance with Section 5.4.\n\n     5.3 TERMS OF OFFICE AND COMPENSATION. The term of office and salary of\neach of said officers and the manner and time of the payment of such salaries\nshall be fixed and determined by the board of directors and may be altered by\nsaid board of directors from time to time at its pleasure, subject to the\nrights, if any, of said officers under any contract of employment.\n\n     5.4 REMOVAL; RESIGNATION OF OFFICERS AND VACANCIES. Any officer of the\ncorporation may be removed at the pleasure of the board of directors at any\nmeeting or by vote of stockholders entitled to exercise the majority of\nvoting power of the corporation at any meeting or at the pleasure of any\nofficer who may be granted such power by a resolution of the board of\ndirectors. Any officer may resign at any time upon written notice to the\ncorporation without prejudice to the rights, if any, of the corporation under\nany contract to which the officer is a party. If any vacancy occurs in any\noffice of the corporation, the board of directors may elect a successor to\nfill such vacancy for the remainder of the unexpired term and until a\nsuccessor is duly chosen and qualified.\n\n     5.5 CHAIRMAN OF THE BOARD. The chairman of the board of directors, if\nsuch an officer be elected, shall provide advisory services to the President\nwhen and as requested by the President; shall, if present, preside at\nmeetings of the board of directors and stockholders; may call meetings of the\nstockholders and also of the board of directors to be held, subject to the\nlimitations prescribed by law or by these Bylaws, at such times and at such\nplaces as the chairman may deem proper; and shall exercise and perform such\nother duties as may from time to time be agreed to by the chairman and the\nPresident. The chairman of the board shall report to the board of directors.\n\n     5.6 VICE CHAIRMAN OF THE BOARD. The vice chairman of the board of\ndirectors, if there shall be one, shall, in the case of the absence,\ndisability or death of the chairman, exercise all the powers and perform all\nthe duties of the chairman of the board of directors. The vice chairman shall\nhave such other powers and perform such other duties as may be granted or\nprescribed by the board of directors.\n\n     5.7 CHAIRMAN OF EXECUTIVE COMMITTEE. The chairman of the executive\ncommittee, if there be one, shall have the power to call meetings of the\nstockholders and also of the board of directors to be held subject to the\nlimitations prescribed by law or by these Bylaws, at such times and at such\nplaces as the chairman of the executive committee shall deem proper. The\nchairman of the executive committee shall have such other powers and be\nsubject to such other duties as the board of directors may from time to time\nprescribe.\n\n     5.8 PRESIDENT. The powers and duties of the president are:\n\n         (a) To have and provide general supervision, direction and control\nof the corporation's business and its officers.\n\n                                      -14-\n\n\n         (b) To call meetings of the board of directors to be held, subject\nto the limitations prescribed by law or by these Bylaws, at such times and at\nsuch places as the president shall deem proper.\n\n         (c) To affix the signature of the corporation to all deeds,\nconveyances, mortgages, leases, obligations, bonds, certificates and other\npapers and instruments in writing which have been authorized by the board of\ndirectors or which, in the judgment of the president, should be executed on\nbehalf of the corporation, and to sign certificates for shares of stock of\nthe corporation.\n\n         (d) To have such other powers and be subject to such other duties as\nthe board of directors may from time to time prescribe.\n\n     5.9 VICE PRESIDENTS. In case of the absence, disability or death of the\npresident, the elected vice president, or one of the elected vice presidents,\nshall exercise all the powers and perform all the duties of the president. If\nthere is more than one elected vice president, the order in which the elected\nvice presidents shall succeed to the powers and duties of the president shall\nbe as fixed by the board of directors. The elected vice president or elected\nvice presidents shall have such other powers and perform such other duties as\nmay be granted or prescribed by the board of directors.\n\n         Vice presidents appointed pursuant to Section 5.2 shall have such\npowers and duties as may be fixed by the chairman or president, except that\nsuch appointed vice presidents may not exercise the powers and duties of the\npresident.\n\n     5.10 SECRETARY. The powers and duties of the secretary are:\n\n         (a) To keep a book of minutes at the principal office of the\ncorporation, or such other place as the board of directors may order, of all\nmeetings of its directors and stockholders with the time and place of\nholding, whether regular or special, and, if special, how authorized, the\nnotice thereof given, the names of those present at directors' meetings, the\nnumber of shares present or represented at stockholders' meetings and the\nproceedings thereof.\n\n         (b) To keep the seal of the corporation and affix the same to all\ninstruments which may require it.\n\n         (c) To keep or cause to be kept at the principal office of the\ncorporation, or at the office of the transfer agent or agents, a share\nregister, or duplicate share registers, showing the names of the stockholders\nand their addresses, the number of and classes of shares, and the number and\ndate of cancellation of every certificate surrendered for cancellation.\n\n         (d) To keep a supply of certificates for shares of the corporation,\nto fill in all certificates issued, and to make a proper record of each such\nissuance; provided, that so long as the corporation shall have one or more\nduly appointed and acting transfer agents of the shares, or any class or\nseries of shares, of the corporation, such duties with respect to such shares\nshall be performed by such transfer agent or transfer agents.\n\n                                      -15-\n\n\n         (e) To transfer upon the share books of the corporation any and all\nshares of the corporation; provided, that so long as the corporation shall\nhave one or more duly appointed and acting transfer agents of the shares, or\nany class or series of shares, of the corporation, such duties with respect\nto such shares shall be performed by such transfer agent or transfer agents,\nand the method of transfer of each certificate shall be subject to the\nreasonable regulations of the transfer agent to which the certificate is\npresented for transfer, and also, if the corporation then has one or more\nduly appointed and acting registrars, to the reasonable regulations of the\nregistrar to which the new certificate is presented for registration; and\nprovided, further that no certificate for shares of stock shall be issued or\ndelivered or, if issued or delivered, shall have any validity whatsoever\nuntil and unless it has been signed or authenticated in the manner provided\nin Section 8.5 hereof.\n\n         (f) To make service and publication of all notices that may be\nnecessary or proper, and without command or direction from anyone. In case of\nthe absence, disability, refusal, or neglect of the secretary to make service\nor publication of any notices, then such notices may be served and\/or\npublished by the president or a vice president, or by any person thereunto\nauthorized by either of them or by the board of directors or by the holders\nof a majority of the outstanding shares of the corporation.\n\n         (g) Generally to do and perform all such duties as pertain to the\noffice of secretary and as may be required by the board of directors.\n\n     5.11 CHIEF FINANCIAL OFFICER.  The powers and duties of the chief\nfinancial officer are:\n\n         (a) To supervise the corporate-wide treasury functions and financial\nreporting to external bodies.\n\n         (b) To have the custody of all funds, securities, evidence of\nindebtedness and other valuable documents of the corporation and, at the\nchief financial officer's discretion, to cause any or all thereof to be\ndeposited for account of the corporation at such depositary as may be\ndesignated from time to time by the board of directors.\n\n         (c) To receive or cause to be received, and to give or cause to be\ngiven, receipts and acceptances for monies paid in for the account of the\ncorporation.\n\n         (d) To disburse, or cause to be disbursed, all funds of the\ncorporation as may be directed by the board of directors, taking proper\nvouchers for such disbursements.\n\n         (e) To render to the president and to the board of directors,\nwhenever they may require, accounts of all transactions and of the financial\ncondition of the corporation.\n\n         (f) Generally to do and perform all such duties as pertain to the\noffice of chief financial officer and as may be required by the board of\ndirectors.\n\n                                      -16-\n\n\n                              ARTICLE VI\n\n     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER\n\n                                AGENTS\n\n     6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each person who was or is\nmade a party or is threatened to be made a party to or is involved in any\naction, suit, or proceeding, whether civil, criminal, administrative or\ninvestigative (hereinafter a \"proceeding\"), by reason of the fact that he or\nshe or a person of whom he or she is the legal representative is or was a\ndirector or officer of the corporation (or any predecessor) or is or was\nserving at the request of the corporation (or any predecessor) as a director,\nofficer, employee or agent of another corporation or of a partnership, joint\nventure, trust or other enterprise (or any predecessor of any of such\nentities), including service with respect to employee benefit plans\nmaintained or sponsored by the corporation (or any predecessor), whether the\nbasis of such proceeding is alleged action in an official capacity as a\ndirector, officer, employee or agent or in any other capacity while serving\nas a director, officer, employee or agent, shall be indemnified and held\nharmless by the corporation to the fullest extent authorized by the General\nCorporation Law of the State of Delaware, as the same exists or may hereafter\nbe amended (but, in the case of any such amendment, only to the extent that\nsuch amendment permits the corporation to provide broader indemnification\nrights than said law permitted the corporation to provide prior to such\namendment), against all expense, liability and loss (including attorneys'\nfees, judgments, fines, ERISA excise taxes or penalties and amounts paid or\nto be paid in settlement) reasonably incurred or suffered by such person in\nconnection therewith and such indemnification shall continue as to a person\nwho has ceased to be a director, officer, employee or agent and shall inure\nto the benefit or his or her heirs, executors and administrators; provided,\nhowever, that except as provided in the third paragraph of this Bylaw, the\ncorporation shall indemnify any such person seeking indemnification in\nconnection with a proceeding (or part thereof) initiated by such person only\nif such proceeding (or part thereof) was authorized by the board of\ndirectors. The right to indemnification conferred in this Bylaw shall be a\ncontract right and shall include the right to be paid by the corporation the\nexpenses incurred in defending any such proceeding in advance of its final\ndisposition, such advances to be paid by the corporation within twenty (20)\ndays after the receipt by the corporation of a statement or statements from\nthe claimant requesting such advance or advances from time to time; provided,\nhowever, that if the General Corporation Law of the Sate of Delaware\nrequires, the payment of such expenses incurred by a director or officer in\nhis or her capacity as a director or officer (and not in any other capacity\nin which service was or is rendered by such person while a director or\nofficer, including, without limitation, service to an employee benefit plan)\nin advance of the final disposition of a proceeding, shall be made only upon\ndelivery to the corporation of an undertaking by or on behalf of such\ndirector or officer to repay all amounts so advanced if it shall ultimately\nbe determined that such director or officer is not entitled to be indemnified\nunder this Bylaw or otherwise.\n\n         To obtain indemnification under this Bylaw, a claimant shall submit\nto the corporation a written request, including therein or therewith such\ndocumentation and information as is reasonably available to the claimant and\nis reasonably necessary to determine whether and to\n\n                                      -17-\n\n\n\nwhat extent the claimant is entitled to indemnification. Upon written request\nby a claimant for indemnification pursuant to the preceding sentence, a\ndetermination, if required by applicable law, with respect to the claimant's\nentitlement thereto shall be made as follows: (i) if requested by the\nclaimant, by Independent Counsel (as hereinafter defined), or (ii) if no\nrequest is made by the claimant for a determination by Independent Counsel,\n(A) by the board of directors by a majority vote of a quorum consisting of\nDisinterested Directors (as hereinafter defined), or (B) if a quorum of the\nboard of directors consisting of Disinterested Directors is not obtainable\nor, even if obtainable, such quorum of Disinterested Directors so directs, by\nIndependent Counsel in a written opinion to the board of directors, a copy of\nwhich shall be delivered to the claimant, or (C) if a quorum of Disinterested\nDirectors so directs, by the stockholders of the corporation. In the event\nthe determination of entitlement to indemnification is to be made by\nIndependent Counsel at the request of the claimant, the Independent Counsel\nshall be selected by the board of directors unless there shall have occurred\nwithin two years prior to the date of the commencement of the action, suit or\nproceeding for which indemnification is claimed a \"Change of Control\" as\ndefined below, in which case the Independent Counsel shall be selected by the\nclaimant unless the claimant shall request that such selection be made by the\nboard of directors. If it is so determined that the claimant is entitled to\nindemnification, payment to the claimant shall be made within ten (10) days\nafter such determination.\n\n         If a claim for the indemnification under this Bylaw is not paid in\nfull by the corporation within thirty (30) days after a written claim\npursuant to the preceding paragraph of this Bylaw has been received by the\ncorporation, the claimant may at any time thereafter bring suit against the\ncorporation to recover the unpaid amount of the claim and, if successful in\nwhole or in part, the claimant shall be entitled to be paid also the expense\nof prosecuting such claim. It shall be a defense to any such action (other\nthan an action brought to enforce a claim for expenses incurred in defending\nany proceeding in advance of its final disposition where the required\nundertaking, if any is required, has been tendered to the corporation) that\nthe claimant has not met the standard of conduct which makes it permissible\nunder the General Corporation Law of the State of Delaware for the\ncorporation to indemnify the claimant for the amount claimed, but the burden\nof proving such defense shall be on the corporation. Neither the failure of\nthe corporation (including its board of directors, Independent Counsel or\nstockholders) to have made a determination prior to the commencement of such\naction that indemnification of the claimant is proper in the circumstances\nbecause he or she has met the applicable standard of conduct set forth in the\nGeneral Corporation Law of the State of Delaware, nor an actual determination\nby the corporation (including its board of directors, Independent Counsel or\nstockholders) that the claimant has not met such applicable standard of\nconduct, shall be a defense to the action or create a presumption that the\nclaimant has not met the applicable standard of conduct.\n\n         If a determination shall have been made pursuant to this Bylaw that\nthe claimant is entitled to indemnification, the corporation shall be bound\nby such determination in any judicial proceeding commenced pursuant to the\nproceeding paragraph of this Bylaw. The corporation shall be precluded from\nasserting in any judicial proceeding commenced pursuant to the third\nparagraph of this Bylaw that the procedures and presumptions of this Bylaw\nare not valid, binding and enforceable and shall stipulate in such proceeding\nthat the corporation is bound by all the provisions of this Bylaw. The right\nto indemnification and the payment of expenses\n\n                                      -18-\n\n\nincurred in defending a proceeding in advance of its final disposition\nconferred in this Bylaw shall not be exclusive or any other right which any\nperson may have or hereafter acquire under any statute, provision of the\nCertificate of Incorporation, Bylaws, agreement, vote of stockholders or\nDisinterested Directors or otherwise. No repeal or modification of this Bylaw\nshall in any way diminish or adversely affect the rights of any director,\nofficer, employee or agent of the corporation hereunder in respect of any\noccurrence or matter arising prior to any such repeal or modification.\n\n         If any provision or provisions of this Bylaw shall be held to be\ninvalid, illegal or unenforceable for any reason whatsoever: (i) the\nvalidity, legality and enforceability of the remaining provisions of this\nBylaw (including, without limitation, each portion of any paragraph of this\nBylaw containing any such provision held to be invalid, illegal or\nunenforceable, that is not itself held to be invalid, illegal or\nunenforceable) shall not in any way be affected or impaired thereby; and (ii)\nto the fullest extent possible, the provisions of this Bylaw (including,\nwithout limitation, each such portion of any paragraph of this Bylaw\ncontaining any such provision held to be invalid, illegal or unenforceable)\nshall be construed so as to give effect to the intent manifested by the\nprovision held invalid, illegal or unenforceable.\n\n         For the purpose of this Bylaw, a \"Change of Control\" shall mean:\n\n           (1) the acquisition by any individual, entity or group (within the\nmeaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act (a \"Person\") of\nbeneficial ownership (within the meaning of Rule 13d-3 promulgated under the\n1934 Act) of 20% or more of either (i) the then outstanding shares of common\nstock of the corporation (the \"Outstanding Corporation Common Stock\") or (ii)\nthe combined voting power of the then outstanding voting securities of the\ncorporation entitled to vote generally in the election of directors (the\n\"Outstanding Corporation Voting Securities\"); provided, however, that for\npurposes of this part (1), the following acquisitions shall not constitute a\nChange of Control: (i) any acquisition directly from the corporation or any\nacquisition from other stockholders where (A) such acquisition was approved\nin advance by the board of directors of the corporation, and (B) such\nacquisition would not constitute a Change of Control under part (1) of this\ndefinition, (ii) any acquisition by the corporation, (iii) any acquisition by\nany employee benefit plan (or related trust) sponsored or maintained by the\ncorporation or any corporation controlled by the corporation, or (iv) any\nacquisition by any corporation pursuant to a transaction which complies with\nclauses (i), (ii) and (iii) of part (1) of this definition; or\n\n           (2) individuals who, as of the date hereof, constitute the board\nof directors (the \"Incumbent Board\") cease for any reason to constitute at\nleast a majority of the board of directors; provided, however, that any\nindividual becoming a director subsequent to the date hereof whose election,\nor nomination for election by the stockholders, was approved by a vote of at\nleast a majority of the directors then comprising the Incumbent Board shall\nbe considered as though such individual were a member of the Incumbent Board,\nbut excluding, for this purpose, any such individual whose initial assumption\nof office occurs as a result of an actual or threatened election contest with\nrespect to the election or removal of directors or other actual or\n\n                                      -19-\n\n\n\nthreatened solicitation of proxies of consents by or on behalf of a Person\nother than the board of directors; or\n\n           (3) consummation of a reorganization, merger or consolidation or\nsale or other disposition of all or substantially all of the assets of the\ncorporation (a \"Business Combination\"), in each case, unless, following such\nBusiness Combination, (i) all or substantially all of the individuals and\nentities who were the beneficial owners, respectively, of the Outstanding\nCorporation Common Stock and Outstanding Corporation Voting Securities\nimmediately prior to such Business Combination beneficially own, directly or\nindirectly, more than 50% of, respectively, the then outstanding shares of\ncommon stock and the combined voting power of the then outstanding voting\nsecurities entitled to vote generally in the election of directors, as the\ncase may be, of the corporation resulting from such Business Combination\n(including, without limitation, a corporation which as a result of such\ntransaction owns the corporation or all or substantially all of the\ncorporation's assets either directly or through one or more subsidiaries) in\nsubstantially the same proportions as their ownership, immediately prior to\nsuch Business Combination of the Outstanding Corporation Common Stock and\nOutstanding Corporation Voting Securities, as the case may be, (ii) no Person\n(excluding any corporation resulting from such Business Combination or any\nemployee benefit plan (or related trust) of the corporation or such\ncorporation resulting from such Business Combination) beneficially owns,\ndirectly or indirectly, 20% or more of, respectively, the then outstanding\nshares of common stock of the corporation resulting from such Business\nCombination or the combined voting power of the then outstanding voting\nsecurities of such corporation except to the extent that such ownership\nexisted prior to the Business Combination, and (iii) at least a majority of\nthe members of the board of directors of the corporation resulting from such\nBusiness Combination were members of the Incumbent Board at the time of the\nexecution of the initial agreement, or of the action of the board of\ndirectors, providing for such Business Combination; or\n\n           (4) approval by the stockholders of a complete liquidation or\ndissolution of the corporation.\n\n         For purposes of this Bylaw:\n\n                  \"Disinterested Director\" shall mean a director of the\ncorporation who is not and was not a party to the matter in respect of which\nindemnification is sought by the claimant.\n\n                  \"Independent Counsel\" shall mean a law firm, a member of a\nlaw firm, or an independent practitioner, that is experienced in matters of\ncorporation law and shall include any person who, under the applicable\nstandards of professional conduct then prevailing, would not have a conflict\nof interest in representing either the corporation or the claimant in an\naction to determine the claimant's rights under this Bylaw.\n\n         Any notice, request or other communication required or permitted to\nbe given to the corporation under this Bylaw shall be in writing and either\ndelivered in person or sent by telecopy, telex, telegram, overnight mail or\ncourier service, or certified or registered mail, postage or charges prepaid,\nreturn copy requested, to the secretary of the corporation and shall be\neffective only upon receipt by the secretary.\n\n                                      -20-\n\n\n     6.2 INDEMNIFICATION OF OTHERS. The corporation shall have the power, to\nthe maximum extent and in the manner permitted by the General Corporation Law\nof Delaware, to indemnify each of its employees and agents (other than\ndirectors and officers) against expenses (including attorneys' fees),\njudgments, fines, settlements and other amounts actually and reasonably\nincurred in connection with any proceeding, arising by reason of the fact\nthat such person is or was an agent of the corporation. For purposes of this\nSection 6.2, an \"employee\" or \"agent\" of the corporation (other than a\ndirector or officer) includes any person (i) who is or was an employee or\nagent of the corporation, (ii) who is or was serving at the request of the\ncorporation as an employee or agent of another corporation, partnership,\njoint venture, trust or other enterprise, or (iii) who was an employee or\nagent of a corporation which was a predecessor corporation of the corporation\nor of another enterprise at the request of such predecessor corporation.\n\n     6.3 INSURANCE. The corporation may purchase and maintain insurance on\nbehalf of any person who is or was a director, officer, employee or agent of\nthe corporation, 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 him or her and incurred by him or her in any such capacity, or\narising out of his or her status as such, whether or not the corporation\nwould have the power to indemnify him or her against such liability under the\nprovisions of the General Corporation Law of Delaware.\n\n     6.4 EXPENSES. The corporation shall advance to any person who was or is\na party or is threatened to be made a party to any threatened, pending or\ncompleted action, suit or proceeding, whether civil, criminal, administrative\nor investigative, by reason of the fact that he or she is or was a director\nor officer of the corporation, or is or was serving at the request of the\ncorporation as a director or officer of another corporation, partnership,\njoint venture, trust or other enterprise, prior to the final disposition of\nthe proceeding, promptly following request therefor, all expenses incurred by\nany director or officer in connection with such proceeding, upon receipt of\nan undertaking by or on behalf of such person to repay said amounts if it\nshould be determined ultimately that such person is not entitled to be\nindemnified under this Bylaw or otherwise; provided, however, that the\ncorporation shall not be required to advance expenses to any director or\nofficer in connection with any proceeding (or part thereof) initiated by such\nperson unless the proceeding was authorized in advance by the board of\ndirectors of the corporation.\n\n         Notwithstanding the foregoing, unless otherwise determined pursuant\nto Section 6.5, no advance shall be made by the corporation to an officer of\nthe corporation (except by reason of the fact that such officer is or was a\ndirector of the corporation in which event this paragraph shall not apply) in\nany action, suit or proceeding, whether civil, criminal, administrative or\ninvestigative, if a determination is reasonably and promptly made (i) by the\nboard of directors by a majority vote of a quorum consisting of directors who\nwere not parties to the proceeding, or (ii) if such quorum is not obtainable,\nor, even if obtainable, a quorum of disinterested directors so directs, by\nindependent legal counsel in a written opinion, that the facts known to the\ndecision-making party at the time such determination is made demonstrate\nclearly and convincingly that such person acted in bad faith or in a manner\nthat such person did not believe to be in or not opposed to the best\ninterests of the corporation.\n\n                                      -21-\n\n\n     6.5 NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by\nthis Bylaw shall not be exclusive of any other right which such person may\nhave or hereafter acquire under any statute, provision of the Certificate of\nIncorporation, Bylaws, agreement, vote of stockholders or disinterested\ndirectors or otherwise, both as to action in his official capacity and as to\naction in another capacity while holding office. The corporation is\nspecifically authorized to enter into individual contracts with any or all of\nits directors, officers, employees or agents respecting indemnification and\nadvances, to the fullest extent not prohibited by the General Corporation Law\nof Delaware.\n\n     6.6 SURVIVAL OF RIGHTS. The rights conferred on any person by this Bylaw\nshall continue as to a person who has ceased to be a director, officer,\nemployee or other agent and shall inure to the benefit of the heirs,\nexecutors and administrators of such a person.\n\n     6.7 AMENDMENTS. Any repeal or modification of this Bylaw shall only be\nprospective and shall not affect the rights under this Bylaw in effect at the\ntime of the alleged occurrence of any action or omission to act that is the\ncause of any proceeding against any agent of the corporation.\n\n                              ARTICLE VII\n\n                           RECORDS AND REPORTS\n\n     7.1 MAINTENANCE AND INSPECTION OF RECORDS. The corporation shall, either\nat its principal executive office or at such place or places as designated by\nthe board of directors, keep a record of its stockholders listing their names\nand addresses and the number and class of shares held by each stockholder, a\ncopy of these Bylaws as amended to date, accounting books and other records.\n\n         Any stockholder of record, in person or by attorney or other agent,\nshall, upon written demand under oath stating the purpose thereof, have the\nright during the usual hours for business to inspect for any proper purpose\nthe corporation's stock ledger, a list of its stockholders, and its other\nbooks and records and to make copies or extracts therefrom. A proper purpose\nshall mean a purpose reasonably related to such person's interest as a\nstockholder. In every instance where an attorney or other agent is the person\nwho seeks the right to inspection, the demand under oath shall be accompanied\nby a power of attorney or such other writing that authorizes the attorney or\nother agent to so act on behalf of the stockholder. The demand under oath\nshall be directed to the corporation at its registered office in Delaware or\nat its principal place of business.\n\n     7.2 INSPECTION BY DIRECTORS. Any director shall have the right to\nexamine the corporation's stock ledger, a list of its stockholders and its\nother books and records for a purpose reasonably related to his or her\nposition as a director. The Court of Chancery is hereby vested with the\nexclusive jurisdiction to determine whether a director is entitled to the\ninspection sought. The Court may summarily order the corporation to permit\nthe director to inspect any and all books and records, the stock ledger, and\nthe stock list and to make copies or extracts therefrom. The Court may, in\nits discretion, prescribe any limitations or conditions with\n\n                                      -22-\n\n\nreference to the inspection, or award such other and further relief as the\nCourt may deem just and proper.\n\n     7.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The president or any\nother officer of this corporation authorized by the board of directors is\nauthorized to vote, represent, and exercise on behalf of this corporation all\nrights incident to any and all shares of any other corporation or\ncorporations standing in the name of this corporation. The authority herein\ngranted may be exercised either by such person directly or by any other\nperson authorized to do so by proxy or power of attorney duly executed by\nsuch person having the authority.\n\n                                  ARTICLE VIII\n\n                                 GENERAL MATTERS\n\n     8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes\nof determining the stockholders entitled to receive payment of any dividend\nor other distribution or allotment of any rights or the stockholders entitled\nto exercise any rights in respect of any other lawful action, the board of\ndirectors may fix, in advance, a record date, which shall not be more than\nsixty (60) days before any such action. In that case, only stockholders of\nrecord at the close of business on the date so fixed are entitled to receive\nthe dividend, distribution or allotment of rights, or to exercise such\nrights, as the case may be, notwithstanding any transfer of any shares on the\nbooks of the corporation after the record date so fixed, except as otherwise\nprovided in the Certificate of Incorporation, by these Bylaws, by agreement\nor by law.\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 of directors adopts the\napplicable resolution or the sixtieth (60th) day before the date of that\naction, whichever is later.\n\n     8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS. From time to time, the\nboard of directors shall determine by resolution which person or persons may\nsign or endorse all checks, drafts, other orders for payment of money, notes\nor other evidences of indebtedness that are issued in the name of or payable\nto the corporation, and only the persons so authorized shall sign or endorse\nthose instruments.\n\n     8.3 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of\ndirectors, except as otherwise provided in these Bylaws, may authorize any\nofficer or officers, or agent or agents, to enter into any contract or\nexecute any instrument in the name of and on behalf of the corporation; such\nauthority may be general or confined to specific instances. Unless so\nauthorized or ratified by the board of directors or within the agency power\nof 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                                      -23-\n\n\n     8.4 FISCAL YEAR. The fiscal year of this corporation shall begin on the\nfirst day of November of each year and end on the last day of October of the\nfollowing year.\n\n     8.5 STOCK CERTIFICATES. There shall be issued to each holder of fully\npaid shares of the capital stock of the corporation a certificate or\ncertificates for such shares. Every holder of shares of the corporation 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 a 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 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\nor registrar 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     8.6 SPECIAL DESIGNATION ON CERTIFICATES. If the corporation is\nauthorized to issue more than one class of stock or more than one series of\nany class, then the powers, the designations, the preferences, and the\nrelative, participating, optional or other special rights of each class of\nstock or series thereof and the qualifications, limitations or restrictions\nof such preferences and\/or rights shall be set forth in full or summarized on\nthe face or back of the certificate that the corporation shall issue to\nrepresent such class or series of stock; provided, however, that, except as\notherwise provided in Section 202 of the General Corporation Law of Delaware,\nin lieu of the foregoing requirements there may be set forth on the face or\nback of the certificate that the corporation shall issue to represent such\nclass 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     8.7 LOST CERTIFICATES. The corporation may issue a new share certificate\nor new certificate for any other security in the place of any certificate\ntheretofore issued by it, alleged to have been lost, stolen or destroyed, and\nthe corporation may require the owner of the lost, stolen or destroyed\ncertificate or the owner's legal representative to give the corporation a\nbond (or other adequate security) sufficient to indemnify it against any\nclaim that may be made against it (including any expense or liability) on\naccount of the alleged loss, theft or destruction of any such certificate or\nthe issuance of such new certificate. The board of directors may adopt such\nother provisions and restrictions with reference to lost certificates, not\ninconsistent with applicable law, as it shall in its discretion deem\nappropriate.\n\n     8.8 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise,\nthe general provisions, rules of construction, and definitions in the General\nCorporation Law of Delaware shall govern the construction of these Bylaws.\nWithout limiting the generality of this provision, the singular number\nincludes the plural, the plural number includes the singular, and the term\n\"person\" includes both a corporation and a natural person.\n\n                                      -24-\n\n\n     8.9 PROVISIONS ADDITIONAL TO PROVISIONS OF LAW. All restrictions,\nlimitations, requirements and other provisions of these Bylaws shall be\nconstrued, insofar as possible, as supplemental and additional to all\nprovisions of law applicable to the subject matter thereof and shall be fully\ncomplied with in addition to the said provisions of law unless such\ncompliance shall be illegal.\n\n     8.10 PROVISIONS CONTRARY TO PROVISIONS OF LAW. Any article, section,\nsubsection, subdivision, sentence, clause or phrase of these Bylaws which\nupon being construed in the manner provided in Section 8.9 hereof, shall be\ncontrary to or inconsistent with any applicable provisions of law, shall not\napply so long as said provisions of law shall remain in effect, but such\nresult shall not affect the validity or applicability of any other portions\nof these Bylaws, it being hereby declared that these Bylaws would have been\nadopted and each article, section, subsection, subdivision, sentence, clause\nor phrase thereof, irrespective of the fact that any one or more articles,\nsections, subsections, subdivisions, sentences, clauses or phrases is or are\nillegal.\n\n     8.11 NOTICES. Any reference in these Bylaws to the time a notice is\ngiven or sent means, unless otherwise expressly provided, the time a written\nnotice by mail is deposited in the United States mails, postage prepaid; or\nthe time any other written notice is personally delivered to the recipient or\nis delivered to a common carrier for transmission, or actually transmitted by\nthe person giving the notice by electronic means, to the recipient; or the\ntime any oral notice is communicated, in person or by telephone or wireless,\nto the recipient or to a person at the office of the recipient who the person\ngiving the notice has reason to believe will promptly communicate it to the\nrecipient.\n\n                                   ARTICLE IX\n\n                                   AMENDMENTS\n\n         Subject to Section 6.7 hereof, the original or other bylaws of the\ncorporation may be adopted, amended or repealed by the stockholders entitled\nto vote; provided, however, that the corporation may, in its Certificate of\nIncorporation, confer the power to adopt, amend or repeal bylaws upon the\ndirectors. The fact that such power has been so conferred upon the directors\nshall not divest the stockholders of the power, nor limit their power to\nadopt, amend or repeal bylaws. Notwithstanding the foregoing, amendment or\ndeletion of all or any portion of Article II hereof, Section 3.2 hereof,\nSection 3.3 hereof, Section 3.4 hereof, Section 6.1 hereof or this Article IX\nby the stockholders of the corporation shall require the affirmative vote of\nsixty-six and two-thirds percent (66 2\/3%) of the outstanding shares entitled\nto vote thereon.\n\n         Whenever an amendment or new bylaw is adopted, it shall be copied in\nthe book of bylaws with the original bylaws, in the appropriate place. If any\nbylaw is repealed, the fact of repeal with the date of the meeting at which\nthe repeal was enacted or the filing of the operative written consent(s)\nshall be stated in said book.\n\nAmended and restated effective August 25, 2001\n\n                                      -25-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7770],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9573,9574],"class_list":["post-41582","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hewlett-packard-co","corporate_contracts_industries-technology__hardware","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\/41582","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=41582"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41582"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41582"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41582"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}