**EXHIBIT3(ii)**

 

**BYLAWS**

 

Exhibit 3(ii) is the Corporation’s Bylaws as amended throughJanuary 21, 2004.

 

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AMERON INTERNATIONAL CORPORATION

(a Delaware corporation)

 

BYLAWS

 

(Restated with amendmentsthrough January 21, 2004 )

 

ARTICLE I

 

Offices

 

SECTION 1.01.  RegisteredOffice.  The registered office of AMERONINTERNATIONAL CORPORATION (hereinafter called the Corporation) in the State ofDelaware shall be at 1209 Orange Street, City of Wilmington, County of NewCastle, and the name of the registered agent in charge thereof shall be TheCorporation Trust Company.

 

SECTION 1.02.  OtherOffices.  The Corporation may also havean office or offices at such other place or places, either within or withoutthe State of Delaware, as the Board of Directors (hereinafter called the Board)may from time to time determine or as the business of the Corporation mayrequire.

 

ARTICLE II

 

Meetings of Stockholders

 

SECTION 2.01.  AnnualMeetings.  Annual Meetings of thestockholders of the Corporation for the purpose of electing directors and forthe transaction of such other proper business as may come before such meetingsmay be held at such time, date and place as the Board shall determine byresolution.

 

SECTION 2.02.  SpecialMeetings.  Special meetings of thestockholders of the Corporation for any purpose may only be called inaccordance with the provisions of the Certificate of Incorporation.

 

SECTION 2.03.  Place ofMeetings.  All meetings of thestockholders shall be held at such places, within or without the State ofDelaware, as may be designated by the Board.

 

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SECTION 2.04.  Notice ofMeetings.  Except as otherwise requiredby law, notice of each meeting of the stockholders, whether annual or special,shall be given not less than ten (10) nor more than sixty (60) days before thedate of the meeting to each stockholder of record entitled to vote at suchmeeting by delivering a typewritten or printed notice thereof to himpersonally, or by depositing such notice in the United States mail, in apostage prepaid envelope, directed to him at his post office address furnishedby him to the Secretary of the Corporation for such purpose or, if he shall nothave furnished to the Secretary his address for such purpose, then at his postoffice address last known to the Secretary, or by transmitting a notice thereofto him at such address by telegraph, cable, or wireless.  Except as otherwise expressly required bylaw, no publication of any notice of a meeting of the stockholders shall be required.  Every notice of a meeting of the stockholdersshall state the place, date and hour of the meeting, and, in the case of aspecial meeting, shall also state the purpose or purposes for which the meetingis called.  Notice of any meeting ofstockholders shall not be required to be given to any stockholder to whomnotice may be omitted pursuant to applicable Delaware law or who shall havewaived such notice and such notice shall be deemed waived by any stockholderwho shall attend such meeting in person or by proxy, except as a stockholderwho shall attend such meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjournedmeeting of the stockholders need not be given if the time and place thereof areannounced at the meeting at which the adjournment is taken.

 

SECTION 2.05.  Quorum.  Except as otherwise required by law, theholders of record of a majority in voting interest of the shares of stock ofthe Corporation entitled to be voted thereat, present in person or by proxy,shall constitute a quorum for the transaction of business at any meeting of thestockholders of the Corporation or any adjournment thereof.  In the absence of a quorum at any meeting orany adjournment thereof, a majority in voting interest of the stockholderspresent in person or by proxy and entitled to vote thereat or, in the absencetherefrom of all the stockholders, any officer entitled to preside at, or toact as secretary of, such meeting may adjourn such meeting from time totime.  At any such adjourned meeting atwhich a quorum is present any business may be transacted which might have beentransacted at the meeting as originally called.

 

SECTION 2.06.  Voting.

 

(a)  Each stockholder shall, ateach meeting of the stockholders, be entitled to vote in person or by proxyeach share or fractional share of the stock of the Corporation having votingrights on the matter in question and which shall have been held by him andregistered in his name on the books of the Corporation:

 

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(i)  onthe date fixed pursuant to Section 6.05 of these Bylaws as the record datefor the determination of stockholders entitled to notice of and to vote at suchmeeting, or

 

(ii) if no such record date shall have been so fixed, then (a) at the closeof business on the day next preceding the day on which notice of the meetingshall be given or (b) if notice of the meeting shall be waived, at the close ofbusiness on the day next preceding the day on which the meeting shall be held.

 

(b)  Shares of its own stockbelonging to the Corporation or to another corporation, if a majority of theshares entitled to vote in the election of directors in such other corporationis held, directly or indirectly, by the Corporation, shall neither be entitledto vote nor be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciary capacity shallbe entitled to vote such stock.  Personswhose stock is pledged shall be entitled to vote, unless in the transfer by thepledgor on the books of the Corporation he shall have expressly empowered thepledges to vote thereon, in which case only the pledges, or his proxy, mayrepresent such stock and vote thereon. Stock having voting power standing of record in the names of two or morepersons, whether fiduciaries, members of a partnership, joint tenants incommon, tenants by entirety or otherwise, or with respect to which two or morepersons have the same fiduciary relationship, shall be voted in accordance withthe provisions of the General Corporation Law of the State of Delaware.

 

(c)  Any such voting rights maybe exercised by the stockholder entitled thereto in person or by his proxyappointed by an instrument in writing, subscribed by such stockholder or by hisattorney thereunto authorized and delivered to the secretary of the meeting;provided, however, that no proxy shall be voted or acted upon after three yearsfrom its date unless said proxy shall provide for a longer period.  The attendance at any meeting of astockholder who may theretofore have given a proxy shall not have the effect ofrevoking the same unless he shall in writing so notify the secretary of themeeting prior to the voting of the proxy. At any meeting of the stockholders all matters, except as otherwiseprovided in the Certificate of Incorporation, in these Bylaws or by law, shallbe decided by the vote of a majority in voting interest of the stockholderspresent in person or by proxy and entitled to vote thereat and thereon, aquorum being present.  The vote at anymeeting of the stockholders on any question need not be by ballot, unless sodirected by the chairman of the meeting. On a vote by ballot each ballot shall be signed by the stockholdervoting, or by his proxy, if there be such proxy, and it shall state the numberof shares voted.

 

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SECTION 2.07.  List ofStockholders.  The Secretary of theCorporation shall prepare and make, at least ten (10) days before every meetingof stockholders, a complete list of the stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of eachstockholder.  Such list shall be open tothe examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten (10) days prior tothe meeting, either at a place within the city where the meeting is to be held,which place shall be specified in the notice of the meeting, or, if not sospecified, at the place where the meeting is to be held.  The list shall also be produced and kept atthe time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present.

 

SECTION 2.08.  Judges.  If at any meeting of the stockholders a voteby written ballot shall be taken on any question, the chairman of such meetingmay appoint a judge or judges to act with respect to such vote.  Each judge so appointed shall first subscribean oath faithfully to execute the duties of a judge at such meeting with strictimpartiality and according to the best of his ability.  Such judges shall decide upon thequalifications of the voters and shall report the number of shares representedat the meeting and entitled to vote on such question, shall conduct and acceptthe votes, and, when the voting is completed, shall ascertain and report thenumber of shares voted respectively for and against the question.  Reports of judges shall be in writing andsubscribed and delivered by them to the Secretary of the Corporation.  The judges need not be stockholders of theCorporation, and any officer of the Corporation may be a judge on any questionother than a vote for or against a proposal in which he shall have a materialinterest.

 

SECTION 2.09.  ActionWithout Meeting.  No action shall betaken by the stockholders except at an annual or special meeting ofstockholders.  No action shall be takenby stockholders by written consent.

 

SECTION 2.10  Notice ofStockholder Business.  At any annualstockholders’ meeting, only such business shall be conducted as shall have beenproperly brought before the meeting.  Tobe properly brought before an annual stockholders’ meeting, business must be(i) specified in the notice of meeting (or any supplement thereto) givenby or at the direction of the Board of Directors; (ii) otherwise properly brought before the meeting by orat the direction of the Board of Directors; or (iii) otherwise properlybrought before the meeting by a stockholder. For business to be properly brought before an annual meeting by astockholder, the stockholder must have given timely notice thereof in writingto the Secretary of the Corporation.  Tobe timely, a stockholder’s notice must be received at the principal office ofthe Corporation not less

 

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than sixty (60) days nor more than one hundred and twenty (120) daysprior to the meeting; provided, however, that in the event that the firstpublic disclosure (whether by mailing of a notice to shareholders, pressrelease or otherwise) of the date of the meeting is made less than sixty-five(65) days prior to the date of the meeting, notice by the stockholder will betimely if received not later than the close of business on the tenth dayfollowing the day on which such first public disclosure was made.  A stockholder’s notice to the Secretary shallset forth, as to each matter the stockholder proposes to bring before theannual meeting, (i) the reasons for conducting such business at the annualmeeting; (ii) the name and address as they appear on the Corporation’sstock register, of the stockholder proposing such business; (iii) thenumber of shares of capital stock of the Corporation which are beneficiallyowned by the stockholder; and (iv) any material interest of thestockholder in such business. Notwithstanding any other provision of these Bylaws, no business shallbe conducted at an annual stockholders’ meeting except in accordance with theprocedures set forth in this Section 2.10. If the presiding officer of an annual stockholders’ meeting determinesand declares that business was not properly brought before the meeting inaccordance with this Section 2.10, any such business shall not betransacted.

 

ARTICLE III

 

Board of Directors

 

SECTION 3.01.  GeneralPowers.  The property, business andaffairs of the Corporation shall be managed by the Board.

 

SECTION 3.02.  Number andTerm of Office.  The number of directorsshall not be less than six (6) nor more than eleven (11),  the exact number of which shall be fixed byBylaw duly adopted by the Board.  Thenumber of directors of the Corporation shall be nine (9).  The Board shall be divided into threeclasses, Class I, Class II and Class III. Such classes shall be as nearly equal in number of directors as possible.  Each director shall serve for a term endingon the third annual meeting following the annual meeting at which such directorwas elected; provided, however, that the directors first elected to Class Ishall serve for a term ending at the annual meeting to be held in 1987, thedirectors first elected to Class II shall serve for a term ending at the annualmeeting to be held in 1988 and the directors first elected to Class III shallserve for a term ending at the annual meeting to be held in 1989.  Directors need not be stockholders.  Each of the directors of the Corporationshall hold office until his successor shall have been duly elected and shallqualify or until he shall resign or shall have been removed in the mannerhereinafter provided.

 

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SECTION 3.03.  Election ofDirectors.  In any election of directorsof the Corporation, a holder of any class or series of stock then entitled tovote in such election shall be entitled to as many votes as shall equal (i) thenumber of votes which (except for this Section as to cumulative voting) hewould be entitled to cast for the election of directors with respect to hisshares of stock multiplied by (ii) the number of directors to be elected in theelection in which his class or series of shares is entitled to vote, and eachstockholder may cast all of such votes for a single director or for any two ormore of them as he may see fit.

 

SECTION 3.04. Resignations.  Any director of theCorporation may resign at any time by giving written notice to the Board or tothe Secretary of the Corporation.  Anysuch resignation shall take effect at the time specified therein, or, if thetime be not specified, it shall take effect immediately upon its receipt; andunless otherwise specified therein, the acceptance of such resignation shallnot be necessary to make it effective.

 

SECTION 3.05. Vacancies.  Except as otherwiseprovided in the Certificate of Incorporation, any vacancy in the Board, whetherbecause of death, resignation, disqualification, an increase in the number ofdirectors, or any other cause, may be filled by vote of the majority of theremaining directors, although less than a quorum.  Each director so chosen to fill a vacancyshall hold office for the unexpired term of his predecessor or until his successorshall have been elected and shall qualify or until he shall resign or shallhave been removed in the manner hereinafter provided.

 

SECTION 3.06.  Place ofMeeting, Etc.  The Board may hold any ofits meetings at such place or places within or without the State of Delaware asthe Board may from time to time by resolution designate or as shall bedesignated by the person or persons calling the meeting or in the notice or awaiver of notice of any such meeting. Directors may participate in any regular or special meeting of the Boardby means of conference telephone or similar communications equipment pursuantto which all persons participating in the meeting of the Board can hear eachother, and such participation shall constitute presence in person at suchmeeting.

 

SECTION 3.07.  First Meeting.  The Board shall meet as soon as practicableafter each annual election of directors and notice of such first meeting shallnot be required.

 

SECTION 3.08.  RegularMeetings.  Regular meetings of the Boardmay be held at such times as the Board shall from time to time by resolutiondetermine.  If any day fixed for aregular meeting shall be a legal holiday at the place where the meeting is tobe held, then the meeting shall be held at the same hour and place on the nextsucceeding business day not a legal holiday. Except as provided by law, notice of regular meetings need not be given.

 

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SECTION 3.09.  SpecialMeetings.  Special meetings of the Boardshall be held whenever called by the Chairman of the Board, the President or amajority of the authorized number of directors. Except as otherwise provided by law or by these Bylaws, notice of thetime and place of each such special meeting shall be mailed to each director,addressed to him at his residence or usual place of business, at least five (5)days before the day on which the meeting is to be held, or shall be sent to himat such place by telegraph or cable or be delivered personally not less thantwenty-four (24) hours before the time at which the meeting is to be held.  Except where otherwise required by law or bythese Bylaws, notice of the purpose of a special meeting need not begiven.  Notice of any meeting of the Boardshall not be required to be given to any director who is present at suchmeeting, except a director who shall attend such meeting for the expresspurpose of objecting, at the beginning of the meeting, to the transaction ofany business because the meeting is not lawfully called or convened.

 

SECTION 3.10.  Quorum andManner of Acting.  Except as otherwiseprovided in these Bylaws or by law, the presence of a majority of the number ofdirectors then currently specified as the size of the Board pursuant toSection 3.02 of these Bylaws shall be required to constitute a quorum for thetransaction of business at any meeting of the Board, and all matters shall bedecided at any such meeting, a quorum being present, by the affirmative votesof a majority of the directors present. In the absence of a quorum, a majority of directors present at anymeeting may adjourn the same from time to time until a quorum shall bepresent.  Notice of any adjourned meetingneed not be given.  The directors shallact only as a Board, and the individual directors shall have no power as such.

 

SECTION 3.11.  Action byConsent.  Any action required orpermitted to be taken at any meeting of the Board or of any committee thereofmay be taken without a meeting if a written consent thereto is signed by allmembers of the Board or of such committee, as the case may be, and such writtenconsent is filed with the minutes of proceedings of the Board or committee.

 

SECTION 3.12.  Removal ofDirectors.  Subject to the provisions ofthe Certificate of Incorporation, a director may be removed at any time, forcause only.

 

SECTION 3.13. Compensation.  The directors shallreceive only such compensation for their services as directors as may beallowed by resolution of the Board.  TheBoard may also provide that the Corporation shall reimburse each such directorfor any expense incurred by him on account of his attendance at any meetings ofthe Board or Committees of the Board. Neither the payment of such compensation nor the reimbursement of suchexpenses shall be construed to preclude any director from serving the Corporationor its subsidiaries in any other capacity and receiving compensation therefor.

 

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SECTION 3.14. Committees.  The Board may, byresolution passed by a majority of the whole Board, designate one or morecommittees, each committee to consist of one or more of the directors of theCorporation.  Any such committee, to theextent provided in the resolution of the Board and except as otherwise limitedby law, shall have and may exercise all the powers and authority of the Boardin the management of the business and affairs of the Corporation, and mayauthorize the seal of the Corporation to be affixed to all papers which mayrequire it.  Any such committee shallkeep written minutes of its meetings and report the same to the Board at thenext regular meeting of the Board.  Inthe absence or disqualification of a member of a committee, the member ormembers thereof present at any meeting and not disqualified from voting, whetheror not he or they constitute a quorum, may unanimously appoint another memberof such absent or disqualified member.

 

SECTION 3.15.  Notice ofDirector Nominations.  Only persons whoare nominated in accordance with the procedures set forth in thisSection 3.15 shall be eligible for election as Director at annual meetingof the stockholders.  Nominations ofcandidates for election to the Board of Directors of the Corporation at anyannual meeting may be made only by or at the direction of the Board ofDirectors or by a stockholder entitled to vote at such annual meeting.  All such nominations, except those made by orat the direction of the Board of Directors, shall be made pursuant to timelynotice in writing to the Secretary of the Corporation of the stockholder’sintention to make such nomination.  To betimely, any such notice must be received at the principal office of theCorporation not less than sixty (60) no more than one hundred twenty (120) daysprior to the date of such annual meeting; provided, however, that in the eventthat the first public disclosure (whether by mailing of a notice tostockholders, press release or otherwise) of the date of such annual meeting ismade less than sixty-five (65) days prior to the date of such annual meeting,notice by the stockholder will be timely if received not later than the closeof business on the tenth day following the day on which such first publicdisclosure was made.  Such stockholder’snotice with respect to a proposed nomination shall set forth (i) the name,age, business and residence address and principal occupation or employment ofeach nominee proposed in such notice; (ii) the name and address of thestockholder giving the notice as the same appears in the Corporation’s stockregister; (iii) the number of shares of capital stock of the Corporationwhich are beneficially owned by each such nominee and by such stockholder; and(iv) such other information concerning each such nominee as would berequired, under the rules of the Securities and Exchange Commission, in a proxystatement soliciting proxies for the election of such nominee.  Such notice must also include a signedconsent of each such nominee to serve as a director of the Corporation, ifelected.

 

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In the event that a person is validly designated as a nominee inaccordance with the procedures specified above and shall thereafter becomeunable or unwilling to stand for election to the Board of Directors, the Boardof Directors or the stockholder who proposed such nominee, as the case may be,may designate a substitute nominee; provided, however, that in the case ofpersons not nominated by the Board of Directors, such a substitution may onlybe made if notice as provided above in this Section 3.15 is received atthe principal office of the Corporation not later than the later of(i) thirty (30) days prior to the date of the annual meeting or(ii) five (5) days after the stockholder proposing the original nomineefirst learned that such original nominee has become unable or unwilling tostand for election.

 

ARTICLE IV

 

Officers

 

SECTION 4.01.  Officers,Election and Removal.  The officers ofthe Corporation shall be a President, a Vice President, a Secretary, and aTreasurer.  The Corporation may also haveat the discretion of the Board of Directors an Executive Vice President, one ormore additional Vice Presidents, one or more Assistant Secretaries, one or moreAssistant Treasurers, and such other officers as may be elected by the Board ofDirectors.  Any two or more offices may beheld by the same person except that the office of President and the office ofSecretary may not be held by the same person.

 

The officers of the Corporation shall be elected annually by the Boardof Directors at their first meeting after the annual meeting of thestockholders and, unless they shall sooner resign, be removed or becomedisqualified, shall hold office until their respective successors shall beelected and qualify.

 

The Chairman of the Board and the President shall be elected from amongthe Directors but the other officers need not be Directors.

 

Any officer may be removed either with or without cause by a majorityof the Directors at the time in office at any regular or special meeting of theBoard of Directors.

 

SECTION 4.02.  Chairman of theBoard.  The Chairman of the Board, ifthere shall be one, shall preside at all meetings of the stockholders and ofthe Board of Directors.  He shall, exofficio, be a member of the Executive Committee, if there be one.

 

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SECTION 4.03.  President,Executive Vice President and Vice President. The President shall be responsible to the Board of Directors for allactions and activities of the Corporation.

 

The Executive Vice President, if there shall be one, shall act for thePresident in the President’s absence.  Heshall have such other powers and be required to perform such other duties asthe President and the Board of Directors shall prescribe.

 

The Vice President, or if there shall be more than one such officerelected, shall have such powers and perform such duties as may be delegated tohim or them by the President or the Board of Directors.

 

SECTION 4.04. Secretary.  The Secretary shallissue notices for all meetings, shall keep their minutes, shall have charge ofthe seal and the Corporate books, and shall make such reports and perform suchother duties as are incident to his office, or are properly required of him bythe Board of Directors.  He shall alsokeep at the principal office of the corporation or cause to be kept at theoffice of the Corporation’s transfer agent, a stock transfer book, and he shallkeep or cause to be kept by the Corporation’s registrar, a share registrybook.  The Secretary may be required toperform such duties of the Treasurer as may be assigned to him from time totime.

 

SECTION 4.05. Treasurer.  The Treasurer shallhave the custody of all moneys and securities of the Corporation and shall keepregular books of account.  He shalldisburse the funds of the Corporation in payment of the just demands againstthe Corporation or as may be ordered by the Board of Directors, taking propervouchers for such disbursements, and shall render to the President and to theBoard of Directors from time to time as may be required of him, an account ofall his transactions as Treasurer and of the financial condition of theCorporation.  He shall perform all otherduties incident to his office or that are properly required of him by theBoard.  He shall give the Corporation abond, if required by the Board of Directors, in a sum, and with one or moresureties, satisfactory to the Board of Directors, for the faithful performanceof the duties of his office, and for the restoration to the Corporation, incase of his death, resignation, retirement, or removal from office, of allbooks, papers, vouchers, money and other property of whatever kind in hispossession or under his control belonging to the Corporation.

 

SECTION 4.06. Incapacity.  In case of theabsence or inability of any officer of the Corporation to act and of any personherein authorized to act in his place, the Board of Directors may from time totime delegate the powers or duties of such officer to any other officer or anyDirector or other person whom they may select.

 

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SECTION 4.07. Vacancies.  Vacancies in anyoffice arising from any cause may be filled by the Directors at any regular orspecial meeting.

 

SECTION 4.08.  Otherofficers.  The Board of Directors mayappoint such other officers and agents as it shall deem necessary or expedient,who shall hold their offices for such terms and shall exercise such powers andperform such duties as shall be determined from time to time by the Board ofDirectors.

 

SECTION 4.09.  Salaries.  The salaries of all officers and agents ofthe Corporation shall be fixed by the Board of Directors.  Nothing contained herein shall preclude anyofficer from serving the Corporation, or any subsidiary corporation, in anyother capacity and receiving proper compensation therefor.

 

ARTICLE V

 

Contracts, Checks, Drafts, Bank Accounts,Etc.

 

SECTION 5.01.  Execution ofContracts.  The Board, except as in theseBylaws otherwise provided, may authorize any officer or officers, agent oragents, to enter into any contract or execute any instrument in the name of andon behalf of the Corporation, and such authority may be general or confined tospecific instances; and unless so authorized by the Board or by these Bylaws,no officer, agent or employee shall have any power or authority to bind theCorporation by any contract or engagement or to pledge its credit or to renderit liable for any purpose or in any amount.

 

SECTION 5.02.  Checks,Drafts, Etc.  All checks, drafts or otherorders for payment of money, notes or other evidence of indebtedness, issued inthe name of or payable to the Corporation, shall be signed or endorsed by suchperson or persons and in such manner as, from time to time, shall be determinedby resolution of the Board.  Each suchofficer, assistant, agent or attorney shall give such bond, if any, as theBoard may require.

 

SECTION 5.03. Deposits.  All funds of theCorporation not otherwise employed shall be deposited from time to time to thecredit of the Corporation in such banks, trust companies or other depositoriesas the Board may select, or as may be selected by any officer or officers,assistant or assistants, agent or agents, or attorney or attorneys of theCorporation to whom such power shall have been delegated by the Board and shallbe drawn out only by check signed by persons designated, from time to time, byresolution of the Board of Directors.

 

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SECTION 5.04.  General andSpecial Bank Accounts.  The Board mayfrom time to time authorize the opening and keeping of general and special bankaccounts with such banks, trust companies or other depositories as the Boardmay select or as may be selected by any officer or officers, assistant orassistants, agent or agents, or attorney or attorneys of the Corporation towhom such power shall have been delegated by the Board.  The Board may make such special rules andregulations with respect to such bank accounts, not inconsistent with theprovisions of these Bylaws, as it may deem expedient.

 

ARTICLE VI

 

Shares and Their Transfer

 

SECTION 6.01.  Certificatesfor Stock.  Every owner of stock of theCorporation shall be entitled to have a certificate or certificates, to be insuch form as the Board shall prescribe, certifying the number and class ofshares of the stock of the Corporation owned by him.  The certificates representing shares of suchstock shall be numbered in the order in which they shall be issued and shall besigned in the name of the Corporation by the President or a Vice President, andby the Secretary or an Assistant Secretary or by the Treasurer or an AssistantTreasurer.  Any of or all of thesignatures on the certificates may be a facsimile.  In case any officer, transfer agent orregistrar who has signed, or whose facsimile signature has been placed upon,any such certificate, shall have ceased to be such officer, transfer agent orregistrar before such certificate is issued, such certificate may neverthelessbe issued by the Corporation with the same effect as though the person whosigned such certificate, or whose facsimile signature shall have been placedthereupon, were such officer, transfer agent or registrar at the date ofissue.  A record shall be kept of therespective names of the persons, firms or corporations owning the stockrepresented by such certificates, the number and class of shares represented bysuch certificates, respectively, and the respective dates thereof, and in caseof cancellation, the respective dates of cancellation.  Every certificate surrendered to theCorporation for exchange or transfer shall be cancelled, and no new certificateor certificates shall be issued in exchange for any existing certificate untilsuch existing certificate shall have been so cancelled, except in casesprovided for in Section 6.04.

 

SECTION 6.02.  Transfers ofStock.  Transfers of shares of stock ofthe Corporation shall be made only on the books of the Corporation by theregistered holder thereof, or by his attorney thereunto authorized by power ofattorney duly executed and filed with the Secretary, or with a transfer clerkor a transfer agent appointed as provided in Section 6.03, and uponsurrender of the certificate or certificates for such shares properly endorsedand the payment of all taxes thereon. The person in whose name shares of stock stand on the books of theCorporation shall be deemed the owner thereof for all purposes as regards theCorporation.  Whenever any transfer ofshares shall be made for collateral security, and

 

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not absolutely, such fact shall be so expressed in the entry oftransfer if, when the certificate or certificates shall be presented to theCorporation for transfer, both the transferor and the transferee request theCorporation to do so.

 

SECTION 6.03. Regulations.  The Board may makesuch rules and regulations as it may deem expedient, not inconsistent withthese Bylaws, concerning the issue, transfer and registration of certificatesfor shares of the stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one ormore transfer clerks or one or more transfer agents and one or more registrars,and may require all certificates for stock to bear the signature or signaturesof any of them.

 

SECTION 6.04.  Lost, Stolen,Destroyed, and Mutilated Certificates. In any case of loss, theft, destruction, or mutilation of anycertificate of stock, another may be issued in its place upon proof of suchloss, theft, destruction, or mutilation and upon the giving of a bond ofindemnity to the Corporation in such form and in such sum as the Board maydirect; provided, however, that a new certificate may be issued withoutrequiring any bond when, in the judgment of the Board, it is proper so to do.

 

SECTION 6.05.  Fixing Datefor Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled tonotice of or to vote at any meeting of stockholders or any adjournment thereof,or entitled to receive payment of any dividend or other distribution orallotment of any rights, or entitled to exercise any rights in respect of anyother change, conversion or exchange of stock or for the purpose of any otherlawful action, the Board may fix, in advance, a record date, which shall not bemore than sixty (60) nor less than ten (10) days before the date of suchmeeting, nor more than sixty (60) days prior to any other action.  If in any case involving the determination ofstockholders for any purpose other than notice of or voting at a meeting ofstockholders, the Board shall not fix such a record date, the record date fordetermining stockholders for such purpose shall be the close of business on theday on which the Board shall adopt the resolution relating thereto.  A determination of stockholders entitled tonotice of or to vote at a meeting of stockholders shall apply to anyadjournment of such meeting; provided, however, that the Board may fix a newrecord date for the adjourned meeting.

 

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ARTICLE VII

 

Indemnification

 

SECTION 7.01.  (DELETEDMARCH 30, 1987)

 

ARTICLE VIII

 

Executive Committee

 

SECTION 8.01.  Members andPowers.  The Board, by resolution adoptedby majority of its total number, may annually elect three or more of its numberto constitute an Executive Committee of the Board to have authority to exerciseto the extent permitted by law, in the intervals between meetings of the Board,all powers of the Board, except to amend or repeal these Bylaws, or to fillvacancies in its own membership or in the Board, or to declare dividends.  The actions of the Executive Committee shallbe ratified at the next succeeding meeting of the Board.

 

SECTION 8.02. Meetings.  The Executive Committeemay adopt rules governing the method of the notice of the time and place of itsmeetings and the conduct of the proceedings thereat; but, in the absence ofsuch rules, meetings of the Executive Committee may be called by any member ofthe Committee.  Notice to each member,regarding the time and place of holding the proposed meeting, shall be given toeach member verbally or by mail at least twenty-four (24) hours before the timeof the meeting.  No notice of a meetingwill be required if all members of the Committee are in attendance, or ifnotice is waived.  The ExecutiveCommittee shall keep a record of its acts and proceedings.

 

SECTION 8.03.  Quorum.  To constitute a quorum of the ExecutiveCommittee for the transaction of business at any meeting, a majority shall bepresent and the act of a majority of the whole Committee shall be necessary toconstitute the act of the Committee.

 

SECTION 8.04.  Removal ofMembers.  Any member of the ExecutiveCommittee may be removed with or without cause by resolution of the Board,adopted by a majority of its total number then in office.

 

SECTION 8.05. Vacancies.  Vacancies in theExecutive Committee shall be filled in the same manner as for the originalappointment to membership.

 

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ARTICLE IX

 

Miscellaneous

 

SECTION 9.01.  Seal.  The Corporate seal of the Corporation shallconsist of two concentric circles, between which is the name of theCorporation, and in the center shall be inscribed the year of its incorporationand the words, “Corporate Seal, Delaware.”

 

SECTION 9.02.  Waiver ofNotices.  Whenever notice is required tobe given by these Bylaws or the Certificate of Incorporation or by law, theperson entitled to said notice may waive such notice in writing, either beforeor after the time stated therein, and such waiver shall be deemed equivalent tonotice.

 

SECTION 9.03. Amendments.  Except as otherwiseprovided herein or in the Certificate of Incorporation, these Bylaws or any ofthem, may be altered, amended, repealed or rescinded and new Bylaws may beadopted, (i) by the Board, or (ii) by the stockholders, at any annual meetingof stockholders, or at any special meeting of stockholders, provided thatnotice of such proposed alteration, amendment, repeal, rescission or adoptionis given in the notice of meeting.

 

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