Exhibit 3.1

AMENDED AND RESTATED BY-LAWS    OF    ADVANSTAR COMMUNICATIONS INC.(formerly Edgell Communications, Inc.)Under the Business Corporation Law  of the State of New York

ARTICLE 1SHAREHOLDERS

Section 1.01.Annual Meeting.The annual meeting of shareholders for the election of directors and the
transaction of such other business as may come before it shall be held on such date in each calendar year, not later than the one hundred twentieth day after the close of the Corporation's preceding
fiscal year, and at such place, within or without the State of New York, as shall be fixed by the Board of Directors (or by any officer so designated by the Board) and stated in the notice or waiver
of notice of the meeting.

Section 1.02.    Special Meetings.Special meetings of the shareholders, for any purpose or purposes, may be
called at any time by resolution of the Board of Directors (or by any officer designated by the Board) and shall be so called when requested by the holders of not less than 50% of all shares entitled
to vote at such meeting. Special meetings of shareholders shall be held at such place, within or without the State of New York, as shall be fixed by the Board of Directors (or such designated officer)
and stated in the notice or waiver of notice of the meeting. At any such special meeting only such business may be
transacted which is related to the purpose or purposes set forth in the notice required by the next Section 1.03.

A
special meeting, other than one called at the request of the holders of not less than 50% of all shares entitled to vote at such meeting, may be canceled by resolution of the Board of
Directors.

Section 1.03.    Notice of Meetings of Shareholders.Whenever shareholders are required or permitted to take
any action at a meeting, a written notice thereof shall state the place, date and hour of the meeting, and, unless it is the annual meeting, shall indicate that it is being issued by or at the
direction of the Board of Directors (or officer designated by the Board to call the meeting). A notice of a special meeting shall also state the purpose or purposes for which the meeting is called. A
copy of the notice of any meeting shall be given either personally, by telegraph or by mail, not less than ten nor more than fifty days before the date of the meeting, to each shareholder entitled to
vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it
appears on the record of shareholders, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, then directed to him at
such other address.

When
a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken; however, if after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder of record on the new record date entitled to notice under the next preceding paragraph.

Section 1.04.    Waivers of Notice.Notice of meeting need not be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion
of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

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Section 1.05.    Quorum.The holders of a majority of the shares entitled to vote thereat, present in person
or by proxy, shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or
series, voting as a class, the holders of a majority of the shares of such class or series, present in person or by proxy, shall constitute a quorum for the transaction of such specified item of
business.

When
a quorum is once present to organize a meeting, it shall not be broken by the subsequent withdrawal of any shareholders.

The
shareholders present in person or by proxy may adjourn the meeting despite the absence of a quorum and at any such adjourned meeting at which the requisite holders of shares shall be
present, in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 1.06.    Fixing Record Date.For the purpose of determining the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled
to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board may fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor more than fifty days prior to any other action.

Section 1.07.    List of Shareholders at Meetings.A list of shareholders as of the record date, certified
by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder. If the
right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons
challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

Section 1.08.    Proxies.Every shareholder entitled to vote at a meeting of shareholders or to express
consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every
proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it except as otherwise provided in Section 609 of the Business Corporation Law.

Section 1.09.    Selection and Duties of Inspectors.The Board may appoint in advance of any shareholders'
meeting one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders' meeting may, and on the request of any
shareholder entitled to vote thereat shall appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of
the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of his ability.

The
inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to
vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and

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execute
a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Unless
appointed by the Board or the person presiding at the meeting, as above provided in this section, inspectors shall be dispensed with at all meetings of shareholders.

Section 1.10.    Qualification of Voters.Except as otherwise provided by the Certificate of Incorporation
of the Corporation, every shareholder shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders.

Treasury
shares and shares of the Corporation held by any majority-owned domestic or foreign subsidiary of the Corporation shall not be shares entitled to vote or to be counted in
determining the total number of outstanding shares.

Shares
held by an administrator, executor, guardian, conservator, committee, or other fiduciary, except a trustee, may be voted by him, either in person or by proxy, without transfer of
such shares into his name. Shares held by a trustee may be voted by him, either in person or by proxy, only after the shares have been transferred into his name as trustee or into the name of his
nominee.

Section 1.11.    Vote of Shareholders.Directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the election. Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it
shall, except as otherwise required by the Business Corporation Law or by the Certificate of Incorporation of the Corporation in conformity with the Business Corporation Law, be authorized by a
majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

The
vote upon any question at any shareholders' meeting need not be by ballot.

Section 1.12.    Action Without a Meeting.Whenever shareholders are required or permitted to take any
action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all issued and outstanding shares entitled to vote thereon.
This paragraph shall not be construed to alter or modify the provisions of any section of the Business Corporation Law or any provision in the Certificate of Incorporation of the Corporation not
inconsistent with the Business Corporation Law under which the written consent of the holders of less than all outstanding shares is sufficient for corporate action.

Written
consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as a unanimous vote of shareholders.

ARTICLE 2DIRECTORS

Section 2.01.    Management of Business; Qualifications of Directors.The business of the Corporation shall
be managed under the direction of the Board of Directors. Each director shall be at least eighteen years of age but need not be a shareholder.

The
Board, in addition to the powers and authority expressly conferred upon it herein, by statute, by the Certificate of Incorporation of the Corporation and otherwise, is hereby
empowered to exercise all such powers as may be exercised by the Corporation, except as expressly provided otherwise by the statutes of the State of New York, by the Certificate of Incorporation of
the Corporation and by these By-Laws.

Section 2.02.    Number.The number of directors which shall constitute the entire Board shall be such
number as shall be fixed by action of a majority of the entire Board from time to time, but no decrease in number shall shorten the term of any incumbent director. The number of directors

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constituting
the entire Board shall not be less than three, except that if there are less than three shareholders, the number of directors may be less than three but not less than the number of
shareholders.

Section 2.03.    Election and Term.At each annual meeting of shareholders, directors shall be elected to
hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his
earlier resignation or removal.

Section 2.04.    Resignation.Any director of the Corporation may resign at any time by giving written
notice to the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, if any, or if no time is specified therein, then upon receipt
of such notice by the addressee; and, unless otherwise provided therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 2.05.    Removal.Any member of the Board of Directors may be removed, with or without cause, at any
time prior to the expiration of his term by a majority vote of the outstanding shares.

Section 2.06.    Vacancies.Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the Board for any reason except the removal of directors without cause may be filled by vote of a majority of directors then in office although less than a quorum.

A
director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

Section 2.07.    Quorum of Directors.At all meetings of the Board a majority of the entire Board shall be
necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall
be the act of the Board except as expressly provided otherwise by the laws of the State of New York and except as provided in Sections 2.06, 2.11 and 2.14 hereof.

A
majority of the directors present, whether or not a quorum is present, may adjourn any meeting of the directors to another time and place. Notice of such adjournment need not be given
if such time and place are announced at the meeting.

Section 2.08.    Annual Meetings.The newly elected Board shall meet immediately following the adjournment
of the annual meeting of shareholders in each year at the same place and no notice of such meeting shall be necessary.

Section 2.09.    Regular Meetings.Regular meetings of the Board may be held at such time and at such place,
within or without the State of New York, as shall from time to time be fixed by the Board and no notice thereof shall be necessary.

Section 2.10.    Special Meetings.Special meetings of the Board may be called at any time by the President
or any Vice-President or by any two directors or by resolution of the entire Board, at such place within or without the State of New York as shall be fixed by the person or persons calling
the meeting.

Notice
of each special meeting, stating the time and place of the meeting, shall be given by the President or the Secretary to each director by delivered letter, by telegram or by
personal communication either over the telephone or otherwise, in each such case not later than forty-eight (48) hours prior to the meeting, or by mailed letter deposited in the United States
mail with postage thereon prepaid not later than the fifth day prior to the meeting, or on such shorter notice as the person or persons calling the meeting may deem necessary or appropriate under the
circumstances.

Notice
of a special meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting,
prior

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thereto
or at its commencement, the lack of notice to him. Notices of special meetings of the Board and waivers thereof need not state the purpose or purposes of the meeting.

Section 2.11.    Action Without a Meeting.Any action required or permitted to be taken by the Board may be
taken without a meeting if all the members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the
Board shall be filed with the minutes of the proceedings of the Board.

Section 2.12.    Action By Means of Conference Telephone.Any one or more members of the Board may
participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.

Section 2.13.    Compensation.Directors shall receive such compensation for their services in any capacity
as may be determined from time to time by the Board. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation
therefor.

Section 2.14.    Committees.The Board, by resolution adopted by a majority of the entire Board, may
designate from among its members an Executive Committee and other committees, each consisting of
three or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following
matters:



The
Board may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

Section 2.15.    Action of Committees Without a Meeting.Any action required or permitted to be taken by any
committee as provided in Section 2.14 hereof may be taken without a meeting if all the members of the committee consent in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the committee shall be filed with the minutes of the proceedings of the committee.

Section 2.16.    Action of Committees by Means of Conference Telephone.Any one or more members of any
committee may participate in a meeting of the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at
the same time. Participation by such means shall constitute presence in person at a meeting.

Section 2.17.    Interested Directors.No contract or other transaction between the Corporation and one or
more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the Corporation's directors are directors or officers, or have a
substantial financial interest, shall be either void or voidable by reason alone of such interest or by reason alone that such director or directors are present at the meeting of the Board, or of a
committee

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thereof,
which approves such contract or transaction, or that his or their votes are counted for such purpose so long as:



Common
or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which approves such contract or transaction.

Section 2.18.    Loans to Directors.A loan shall not be made by the Corporation to any director unless it
is authorized by vote of the shareholders. For this purpose, the shares of the director who would be the borrower shall not be shares entitled to vote. A loan made in violation of this section shall
be a violation of the duty to the Corporation of the directors approving it, but the obligation of the borrower with respect to the loan shall not be affected thereby.

ARTICLE 3OFFICERS

Section 3.01.    Election or Appointment; Number.The officers of the Corporation shall be elected or
appointed by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be
a director) and such number of Vice-Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers, as the Board may from time to time determine. Any person may hold
two or more offices at the same time, except (subject to the next sentence) the offices of President and Secretary or, additionally if there be a Chairman of the Board, the offices of Chairman of the
Board and Secretary. When all of the issued and outstanding stock of the Corporation is owned by one person, such person may hold all or any combination of offices. The officers of the Corporation
may, but need not, be shareholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Section 3.02.    Term.Subject to the provisions of Section 3.03 hereof, all officers shall be
elected or appointed to hold office until the next annual meeting of the Board, and each officer shall hold office for the term for which he is elected or appointed and until his successor has been
elected or appointed and qualified or until his earlier resignation or removal.

The
Board may require any officer to give security for the faithful performance of his duties.

Section 3.03.    Removal.Any officer elected or appointed by the Board may be removed by the Board with or
without cause. The removal of an officer without cause shall be without prejudice to his contract rights, if any; however, the election or appointment of an officer shall not of itself create contract
rights.

Section 3.04.    General Authority.The officers shall have such authority, duties and powers as may be
assigned to them from time to time by the Board, the Chairman of the Board, if there be one, or

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the
President and, to the extent consistent therewith and with other provisions of these By-Laws, shall have the authority, perform the duties and exercise the powers in the management of
the Corporation usually incident to the offices held by them.

Section 3.05.    Voting Securities Owned by the Corporation.Powers of attorney, proxies, waivers of notice
of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, if there be
one, the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in
person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and
powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board may, by resolution, from time to time
confer like powers upon any other person or persons.

Section 3.06.    Chairman of the Board of Directors.The Chairman of the Board of Directors, if there be
one, shall preside at all meetings of the shareholders and of the Board of Directors. He shall be the Chief Executive Officer of the Corporation, unless the Board of Directors designates the President
as the Chief Executive Officer, and except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of
Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as
from time to time may be assigned to him by these By-Laws or by the Board of Directors.

Section 3.07.    President.The President shall, subject to the control of the Board of Directors and, if
there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried
into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the
President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the shareholders and the Board of Directors. If
there be no Chairman of the Board of Directors, or if the Board of Directors designates the President as Chief Executive Officer of the Corporation, the President shall be the Chief Executive Officer
of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of
Directors.

Section 3.08.    Vice-Presidents.At the request of the President or in his absence or in the
event of his inability or refusal to act, and if there be no Chairman of the Board of Directors, the Vice-President or the Vice-Presidents if there is more than one (in the
order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each
Vice-President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and
no Vice-President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President, or in the event of the inability or refusal of the President
to act,
shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 3.09.    Secretary.The Secretary shall attend all meetings of the Board of Directors and all
meetings of the shareholders and record all the proceedings thereat in a book or books to be kept for

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that
purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. If the Secretary shall
be unable or shall refuse to cause to be given notice of all meetings of the shareholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then the Board of
Directors, the Chairman of the Board, if there be one, or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and
the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the
Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by
his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may
be.

Section 3.10.    Treasurer.The Treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions
as Treasurer and of the financial condition of the Corporation.

Section 3.11.    Assistant Secretaries.Except as may be otherwise provided in these By-Laws,
Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any
Vice-President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and
when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 3.12.    Assistant Treasurers.Assistant Treasurers, if there be any, shall perform such duties and
have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice-President, if there be one, or the Treasurer, and in the absence of the
Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer,
and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.

Section 3.13.    Other Officers.Such other officers as the Board of Directors may choose shall perform such
duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such
other officers and to prescribe their respective duties and powers.

ARTICLE 4CAPITAL STOCK

Section 4.01.    Stock Certificates.The shares of the Corporation shall be represented by certificates
signed by the President or a Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation, and may be sealed with the seal of
the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other
than the Corporation itself or its employee. If any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

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Each
certificate representing shares shall also set forth such additional material as is required by subdivisions (b) and (c) of Section 508 of the Business
Corporation Law.

Section 4.02.    Transfers.Stock of the Corporation shall be transferable in the manner prescribed by the
laws of the State of New York and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by attorney lawfully
constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate or certificates shall be issued.

Section 4.03.    Registered Holders.The Corporation shall be entitled to treat and shall be protected in
treating the persons in whose names shares or any warrants, rights or options stand on the record of shareholders, warrant holders, rights holders or option holders, as the case may be, as the owners
thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest
in, any such share, warrant, right or option on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided otherwise by these
By-Laws and the laws of the State of New York.

Section 4.04.    New Certificates.The Corporation may issue a new certificate of stock in the place of any
certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the directors may, in their discretion, require the owner of the lost, stolen or destroyed certificate, or his
legal representative, to give the Corporation a bond sufficient (in the judgment of the directors) to indemnify the Corporation against any claim that may be made against it on account of the alleged
loss or theft or destruction of any such certificate or the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the directors, it is
proper so to do.

Section 4.05.    Dividends.The Corporation may declare and pay dividends or make other distributions in
cash or its bonds or its property, including the shares or bonds of other corporations, on its outstanding shares, except when currently the Corporation is insolvent or would thereby be made
insolvent, or when the declaration, payment or distribution would be contrary to any restrictions contained in the Certificate of Incorporation of the Corporation. Dividends may be declared or paid
and other distributions may be made out of surplus only, so that the net assets of the Corporation remaining after such declaration, payment or distribution shall at least equal the amount of its
stated capital. When any dividend is paid or any other distribution is made, in whole or in part, from sources other than earned surplus, it shall be accompanied by a written notice
(a) disclosing the amounts by which such dividend or distribution affects stated capital, capital surplus and earned surplus, or (b) if such amounts are not determinable at the time of
such notice, disclosing the approximate effect of such dividend or distribution upon stated capital, capital surplus and earned surplus and stating that such amounts are not yet determinable.

ARTICLE 5FINANCIAL NOTICES TO SHAREHOLDERS

Section 5.01.    Cancellation of Reacquired Shares.When reacquired shares other than converted shares are
cancelled, the stated capital of the Corporation shall be reduced by the amount of stated capital then represented by such shares plus any stated capital not theretofore allocated to any designated
class or series which is thereupon allocated to the shares cancelled. The amount by which stated capital has been reduced by cancellation of reacquired shares during a stated period of time shall be
disclosed in the next financial statement covering such period that is furnished by the Corporation to all its shareholders or, if practicable, in the first notice of dividend or share distribution
that is furnished to the holders of each class or series of its shares between the end of the period and the next such financial statement, and in any event to all its shareholders within six months
of the date of the reduction of capital.

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Section 5.02.    Reduction of Stated Capital.When a reduction of stated capital has been effected under
Section 516 of the Business Corporation Law, the amount of such reduction shall be disclosed in the next financial statement covering the period in which such reduction is made that is
furnished by the Corporation to all its shareholders or, if practicable, in the first notice of dividend or share distribution that is furnished to the holders of each class or series of its shares
between the date of such reduction and the next such financial statement, and in any event to all its shareholders within six months of the date of such reduction.

ARTICLE 6DUTIES OF DIRECTORS AND OFFICERS; INDEMNIFICATION

Section 6.01.    Duties of Directors.A director shall perform his duties as a director, including his
duties as a member of any committee of the Board upon which he may serve, in good faith and with that degree of care which an ordinarily prudent person in a like position would use under similar
circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements including financial statements and other financial data, in each case
prepared or presented by:



so
long as in so relying he shall be acting in good faith and with such degree of care, but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question
that would cause such reliance to be unwarranted. A person who so performs his duties shall have no liability by reason of being or having been a director of the Corporation.

Section 6.02.    Duties of Officers.An officer shall perform his duties as an officer in good faith and
with that degree of care which an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, an officer shall be entitled to rely on information,
opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by:



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Section 6.03.    Indemnification of Directors, Officers, Employees and Agents in Actions by or in the Right of the
Corporation.



Section 6.04.    Indemnification of Directors, Officers, Employees and Agents in Other Actions or
Proceedings.



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Section 6.05.    Payment of Indemnification Other than by Court Award.



It
is the policy of the Corporation that indemnification of the persons specified in Section 6.03 or 6.04 shall be made to the fullest extent permitted by law.



Section 6.06.    Other Provisions Affecting Indemnification of Directors, Officers, Employees and Agents.



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Section 6.07.    Non-Exclusivity and Survival of Indemnification.The provisions of this
Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Section 6.03 or 6.04 but whom the Corporation has the power or obligation to
indemnify under the provisions of the Business Corporation Law of New York, or otherwise. The indemnification provided by this Article VI shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such person. The indemnification provided by this Article VI shall not be
deemed exclusive of any other right to which employees or agents (other than officers or directors) of the Corporation seeking indemnification may be entitled under any By-Law, agreement,
contract, vote of shareholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to actions in their official
capacity and as to actions in another capacity while serving the Corporation.

Section 6.08.    Insurance for Indemnification of Directors, Officers, Employees and Agents.



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Section 6.09.    Meaning of "Corporation" for Purposes of Article VI.For purposes of this
Article VI, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another
corporation of any type or kind, domestic or foreign, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this
Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE 7MISCELLANEOUS

Section 7.01.    Offices.The principal office of the Corporation shall be in the City of New York, County
of New York, State of New York or such other place within the State of New York as may from time to time be designated by the Board of Directors. The Corporation may also have offices at other places
within or without the State of New York.

Section 7.02.    Seal.The Corporate seal shall have inscribed thereon the name of the Corporation, the year
of its incorporation and the words "Corporate Seal New York".

Section 7.03.    Checks.All checks or demands for money shall be signed by such person or persons as the
Board of Directors may from time to time determine.

Section 7.04.    Books and Records.The Corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders, Board of Directors and Executive Committee, if any, and shall keep at the office of the Corporation in New York State or at the
office of its transfer agent or registrar in New York State, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they
respectively became the owners of record thereof. Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a
reasonable time.

Section 7.05.    When Notice of Lapse of Time Unnecessary; Notice Dispensed With When Delivery is
Prohibited.Whenever, under the Business Corporation Law or the Certificate of Incorporation of the Corporation or these By-Laws or by the terms of any
agreement or instrument, the Corporation or the Board of Directors or any committee thereof is authorized to take any action after notice to any person or persons or after the lapse of a prescribed
period of time, such action may be taken without notice and without the lapse of such period of time, if at any time before or after such action is completed the person or persons entitled to such
notice or entitled to participate in the action to be taken or, in the case of a shareholder, by his attorney-in-fact, submit a signed waiver of notice of such requirements.

Whenever
any notice or communication is required to be given to any person by the Business Corporation Law, the Certificate of Incorporation of the Corporation or these
By-Laws, or by the terms of any agreement or instrument, or as a condition precedent to taking any corporate action and

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communication
with such person is then unlawful under any statute of the State of New York or of the United States or any regulation, proclamation or order issued under said statutes, then the giving
of such notice or communication to such person shall not be required and there shall be no duty to apply for license or other permission to do so. Any affidavit, certificate or other instrument which
is required to be made or filed as proof of the giving of any notice or communication required under the Business Corporation Law shall, if such notice or communication to any person is dispensed with
under this paragraph, include a statement that such notice or communication was not given to any person with whom communication is unlawful. Such affidavit, certificate or other instrument shall be as
effective for all purposes as though such notice or communication had been personally given to such person.

Section 7.06.    Entire Board.As used in these By-Laws, the term "entire Board" means the total
number of directors which the Corporation would have if there were no vacancies.

Section 7.07.    Amendment of By-Laws.These By-Laws may be amended or repealed and
new By-Laws adopted by the Board of Directors or by vote of the holders of the shares at the time entitled to vote in the election of any directors, except that any action by the Board
changing the number of directors shall require the vote of a majority of the entire Board and except that any By-Laws adopted by the Board may be amended or repealed by the shareholders
entitled to vote thereon as provided in the Business Corporation Law.

If
any By-Law regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of
shareholders for the election of directors the By-Laws so adopted, amended or repealed, together with a concise statement of the changes made

Section 7.08.    Section Headings.The headings of the Articles and Sections of these By-Laws
have been inserted for convenience of reference only and shall not be deemed to be a part of these By-Laws.

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