Exhibit 3.2  BY-LAWS  of  STAPLES, INC.  (as amended and restated through March 10, 2009)  ARTICLE I  Stockholders  Section 1.  Annual
Meeting.  The annual meeting of the
stockholders for the election of directors and for the transaction of such
other business as may properly be brought before the meeting shall be held on a
date to be fixed by the board of directors or the president (which date shall
not be a legal holiday in the place where the meeting is to be held) at the
time and place to be fixed by the board of directors or the president and
stated in the notice of meeting.  If no
annual meeting is held in accordance with the foregoing provisions, the board
of directors shall cause the meeting to be held as soon thereafter as
convenient.  If no annual meeting is held
in accordance with the foregoing provisions, a special meeting may be held in
lieu of the annual meeting, and any action taken at that special meeting shall
have the same effect as if it had been taken at the annual meeting, and in such
case all references in these by-laws to the annual meeting of the stockholders
shall be deemed to refer to such special meeting.  Section 2.  Special Meetings.  Section 2.1Except as provided in Section 2.2 below,
special meetings of stockholders may be called at any time by only the chairman
of the board, the president or the board of directors.  Section 2.2Subject to the provisions of this Section 2.2,
a special meeting of stockholders shall be called by the secretary following
the receipt by the secretary of written requests to call a meeting from
Eligible Holders (as defined below) of at least 25% of the outstanding shares
of common stock of the corporation at the time of the request.  Eligible Holder means any record holder of
outstanding shares of common stock of the corporation that (i) is making
such request on its own behalf (and not on behalf of a beneficial owner of such
common stock), or (ii) is making such request on behalf of a beneficial
owner of such common stock, provided that, in the case of this clause (ii),
such request must be accompanied by proof of such beneficial ownership in a
form that would be sufficient to prove eligibility to submit a shareholder
proposal under paragraph (b) of Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, as amended, or any successor rule.  In determining whether requests to call a
meeting have been received from Eligible Holders of at least 25% of the
outstanding shares of common stock of the corporation, multiple requests to
call a special meeting will not be considered together if they relate to
different items of business.  Subject to
paragraph (D) below, business transacted at any special meeting of
stockholders shall be limited to the proposals set forth in the notice of such
meeting.  (A)A written request from a stockholder to call
a special meeting shall not be effective unless it is signed and dated by a
stockholder of record and unless it includes (i) all of the information
and representations (including any required supplements) described in Section 7.4
of this Article I if such business relates to the election of directors
and (ii) all of the information and representations (including any
required supplements) described in Section 8.3 of this Article I in
the case of all other business.  A
stockholder may revoke a request to call a


special
meeting by written revocation delivered to the secretary at any time prior to
the special meeting; provided, however, that if any such revocations are
received by the secretary and, as a result of such revocation, there no longer
are unrevoked requests from Eligible Holders of at least 25% of the outstanding
common stock of the corporation, the board of directors shall have the
discretion to determine whether or not to proceed with the special meeting.  (B)A written request from a stockholder to call
a special meeting shall be ineffective if (1) it relates to an item of
business that is not a proper subject for stockholder action under applicable
law, (2) such request is delivered between the time beginning on the 61st
day after the earliest date of signature on a written request that has been
delivered to the secretary relating to an item of business (other than the
election of directors) that is identical or substantially similar (a Similar
Item) to an item of business included in such request and ending on the
one-year anniversary of such earliest date, (3) a Similar Item will be
submitted for stockholder approval at any stockholder meeting to be held on or
before the 90th day after the secretary receives such written request, or (4) a
Similar Item has been presented at the most recent annual meeting or at any
special meeting held within one year prior to receipt by the secretary of such
request to call a special meeting.  (C)The board of directors shall determine in
good faith whether the requirements set forth in paragraph (B) have been
satisfied.  The secretary shall determine
in good faith whether all other requirements set forth in this subsection have
been satisfied.  Any determination made
pursuant to this paragraph (C) shall be binding on the corporation and its
stockholders.  (D)The board of directors shall determine the
place, and fix the date and time, of any stockholder-called special
meeting.  The board of directors may
submit its own proposal or proposals for consideration at a stockholder-called
special meeting.  The record date for
such meeting shall be fixed in accordance with Section 213 (or its
successor provisions) of the General Corporation Law of Delaware.  Section 3.  Place of Meetings.  Meetings of the stockholders may be held
anywhere within or without the United States. The board of directors may, in
its sole discretion, determine that a meeting shall not be held at any place,
but may instead be held solely by means of remote communications in a manner
consistent with the General Corporation Law of Delaware.  Section 4.  Notice. Except as hereinafter
provided, a written or printed notice of every meeting of stockholders stating
the place, if any, date, hour, purposes and the means of remote communications,
if any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such meeting thereof shall be given by the secretary or an
assistant secretary (or by any other officer in the case of an annual meeting
or by the person or persons calling the meeting in the case of a special
meeting) not less than ten (10) days and not more than sixty (60) days
before the meeting to each stockholder entitled to vote thereat and to each
stockholder who, by law, by the certificate of incorporation or by these
by-laws, is entitled to such notice, by leaving such notice with him or at his
residence or usual place of business or by mailing it, postage prepaid,
addressed to him at his address as it appears upon the records of the
corporation.  Without limiting the manner
by which notice otherwise may be given to stockholders, any notice shall be
effective if given by a form of electronic transmission consented to (in a
manner consistent with the General Corporation Law of Delaware) by the
stockholder to whom the notice is given. 
If notice is given by electronic transmission, such notice shall be
deemed given at the time specified in Section 232 of the General
Corporation Law of Delaware.  No notice
of the place, if any, date, hour, purposes or the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at any annual or special meeting of stockholders
need be given to a stockholder if a written waiver of such notice, executed
before or after the meeting by such stockholder or his attorney thereunto
authorized, or  2


a waiver by electronic transmission is filed with
the records of the meeting, or to any stockholder who attends the meeting
without objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened.  Section 5.  Action at a Meeting.  Section 5.1Except as otherwise provided by the
certificate of incorporation, at any meeting of the stockholders a majority of
all shares of stock then issued, outstanding and entitled to vote shall
constitute a quorum for the transaction of any business.  Though less than a quorum be present, any
meeting may without further notice be adjourned to a subsequent date or until a
quorum be had, and at any such adjourned meeting any business may be transacted
which might have been transacted at the original meeting.  Section 5.2When a quorum is present at any meeting, the
affirmative vote of the holders of shares of stock representing a majority of
the votes cast on a matter (or if there are two or more classes of stock
entitled to vote as a separate class, then in the case of each such class, the
holders of shares of stock of that class representing a majority of the votes
cast on the matter) shall decide any matter to be voted upon by the
stockholders at such meeting, except when a different vote is required by
express provision of law, the certificate of incorporation or these by-laws.  Section 5.3When
a quorum is present at any meeting, for the election of directors, a nominee
for director shall be elected by the stockholders at such meeting if the votes
cast for such nominees election exceed the votes cast against such nominees
election (with abstentions and broker non-votes not counted as a vote
either for or against that directors election); provided, that directors
shall be elected by a plurality of the votes cast at any meeting of stockholders
for which (i) the secretary of the corporation receives a notice that a
stockholder has nominated a person for election to the board of directors in
compliance with the advance notice requirements for stockholder nominees for
director set forth in Article I, Section 7 of these by-laws and (ii) such
nomination has not been withdrawn by such stockholder on or before the tenth
business day before the corporation first mails its notice of meeting to the
stockholders.  Section 5.4Except as otherwise provided by law or by the
certificate of incorporation or by these by-laws, each holder of record of
shares of stock entitled to vote on any matter shall have one vote for each
such share held of record by him and a proportionate vote for any fractional shares
so held by him. Each stockholder of record entitled to vote at a meeting of
stockholders may vote in person or may authorize another person or persons to
vote for such stockholder by a proxy executed or transmitted in a manner
permitted by the General Corporation Law of Delaware by the stockholder or such
stockholders authorized agent and delivered (including by electronic
transmission) to the secretary of the corporation. No proxy shall be voted or
acted upon more than three years after its date unless the proxy provides for a
longer period of time.  A proxy with
respect to stock held in the name of two or more persons shall be valid if
executed by any one of them unless at or prior to the exercise of the proxy the
corporation receives a specific written notice to the contrary from any one of
them.  Section 6.  Tabulation of Votes.  At any annual or special meeting of
stockholders the presiding officer shall be authorized to appoint a Teller for
such meeting.  The Teller shall be
responsible for tabulating or causing to be tabulated shares voted at the
meeting and reviewing or causing to be reviewed all proxies.  In tabulating votes, the Teller shall be
entitled to rely in whole or in part on tabulations and analyses made by
personnel of the corporation, its transfer agent, its registrar or such other
organizations as are customarily employed to provide such services.  The Teller shall be authorized to determine
the legality and sufficiency both under the  3


corporations
certificate of incorporation and by-laws and under applicable law of all votes
cast and proxies delivered.  In making
the determinations authorized in the preceding sentence, the Teller shall be
entitled to rely on advice of counsel to the corporation.  All determinations by the Teller shall be
subject to review by the presiding officer (who will be entitled to rely on
advice of such counsel) and to further review by any court of competent
jurisdiction.  Section 7.  Nomination of Directors.  Section 7.1Except for any directors elected in
accordance with Article II, Section 5 of these by-laws by the board
of directors to fill a vacancy or newly-created directorship or as otherwise
required by applicable law or stock exchange regulation, only persons who are
nominated in accordance with the procedures in this Section 7 shall be
eligible for election as directors. 
Subject to the additional conditions set forth in the last sentence of
this paragraph 7.1, nomination for election to the board of directors of the
corporation at a meeting of stockholders may be made (a) by or at the
direction of the board of directors or (b) by any stockholder of the
corporation who complies with the procedures and all information requirements
set forth in this Section 7 and who is a stockholder of record on the date
of the giving of such notice and on the record date for the determination of
stockholders entitled to vote at such meeting and is entitled to vote for the
election of directors at such meeting. 
In the case of a special meeting of stockholders, a stockholder may
nominate directors for election at such special meeting only if (i) the
notice of meeting specifies that directors shall be elected at such meeting and
(ii) any nomination made by the stockholder is for election to such
position(s) as specified in the notice of meeting.  Section 7.2In the case of an election of directors at an
annual meeting of stockholders, director nominations, other than those made by
or at the direction of the board of directors, must be made by notice, in
writing delivered or mailed by first class United States mail, postage prepaid
to, and received by, the secretary of the corporation at the principal
executive offices of the corporation not later than the close of business on
the ninetieth (90th) day, nor earlier than the close of business on the one
hundred twentieth (120th) day, prior to the first anniversary of the preceding
years annual meeting; provided, however, that if the date of the annual
meeting is more than thirty (30) days before or more than seventy (70) days
after such anniversary date, notice by the stockholder must be so delivered and
received not earlier than the close of business on the one hundred twentieth
(120th) day prior to such annual meeting and not later than the close of
business on the later of (A) the ninetieth (90th) day prior to such annual
meeting and (B) the tenth (10th) day following the day on which public
announcement of the date of such meeting is first made by the corporation or
notice of the date of such annual meeting was mailed, whichever first occurs.  Section 7.3In the case of an election of directors at a
special meeting of stockholders, director nominations, other than those made by
or at the direction of the board of directors, must be made by notice, in
writing delivered or mailed by first class United States mail, postage prepaid
to, and received by, the secretary of the corporation at the principal
executive offices of the corporation not later than the close of business on the
later of (X) the ninetieth (90th) day prior to such special meeting and (Y) the
tenth (10th) day following the day on which public announcement of the date of
such meeting is first made by the corporation or notice of the date of such
special meeting was mailed, whichever first occurs, nor earlier than the close
of business on the one hundred twentieth (120th) day prior to the date of such
special meeting.  In no event shall the
adjournment or postponement of an annual or special meeting (or the public announcement
thereof) commence a new time period (or extend any time period) for the giving
of a stockholders notice.  Section 7.4The
stockholders notice to the secretary of the corporation shall set forth (a) as
to each proposed nominee, (i) the name, age, business address and, if
known, residence  4


address of each such
nominee, (ii) the principal occupation or employment of each such nominee,
(iii) the class and number of shares of stock of the corporation which are
beneficially owned by each such nominee, (iv) a description of all direct
and indirect compensation and other material monetary agreements, arrangements
and understandings during the past three years, and any other material
relationships, between or among the stockholder and the beneficial owner, if
any, on whose behalf the nomination is being made and their respective
affiliates and associates, or others acting in concert therewith, on the one
hand, and each such nominee, and his or her respective affiliates and
associates, or others acting in concert therewith, on the other hand, including
all information that would be required to be disclosed pursuant to Item 404 of
Regulation S-K if the stockholder making the nomination and any beneficial owner
on whose behalf the nomination is made or any affiliate or associate thereof or
person acting in concert therewith, were the registrant for purposes of such
Item and the nominee were a director or executive officer of such registrant,
and (v) any other information concerning each such nominee that would be
required to be disclosed as to nominees in a proxy statement or other filings
required to be made in connection with solicitation of proxies for election of
directors in a contested election pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder (including each
such nominees written consent to be named as a nominee and to serve as a
director if elected); (b) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination is made, (i) the
name and address, as they appear on the corporations books, of such
stockholder and the name and address of such beneficial owner, (ii) the
class and number of shares of the corporation which are, directly or
indirectly, owned beneficially and of record by such stockholder and such
beneficial owner, (iii) a representation that such stockholder is a holder
of record of stock of the corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to make such nomination,
(iv) a description of any agreement, arrangement or understanding between
such stockholder and such beneficial owner and any other person or persons
(including their names) in connection with such nomination, (v) a
description of any agreement, arrangement or understanding (including any
derivative or short positions, profit interests, options, warrants, stock
appreciation or similar rights, hedging transactions, and borrowed or loaned shares)
that has been entered into as of the date of the stockholders notice by, or on
behalf of, such stockholder and such beneficial owner, the effect or intent of
which is to mitigate loss to, manage risk or benefit of share price changes
for, or increase or decrease the voting power of, such stockholder or such
beneficial owner with respect to shares of stock of the corporation, and (vi) any
other information relating to such stockholder and such beneficial owner that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for the
election of directors in a contested election pursuant to Section 14 of
the Exchange Act and the rules and regulations promulgated thereunder; and
(c) a representation as to whether either such stockholder or such
beneficial owner, alone or as part of a group, intends (i) to deliver a
proxy statement and/or form of proxy to holders of at least the percentage of
the corporations outstanding capital stock required to elect the nominee
and/or (ii) otherwise to solicit proxies from stockholders in support of
such nominee.  The information required
by clauses (a) and (b) of the prior sentence shall be supplemented by
the stockholder giving the notice not later than 10 days after the record date
for the meeting as of the record date. 
The corporation may require any proposed nominee to furnish such other
information as it may reasonably require to determine the eligibility and
qualifications of such proposed nominee to serve as a director of the
corporation or that could be material to a reasonable stockholders
understanding of the independence, or lack thereof, of such nominee.  Section 7.5The officer presiding at a meeting of
stockholders shall have the power and duty to determine whether a nomination
was not made in accordance with the provisions of this Section 7, and if
he or she should so determine, he or she shall so declare to the meeting and
such nomination shall not be brought before the meeting.  5


Section 7.6Notwithstanding the foregoing provisions of
this Section 7, if the stockholder (or a qualified representative of the
stockholder) does not appear at the meeting of stockholders of the corporation
to present a nomination, such nomination shall not be considered,
notwithstanding that proxies in respect of such vote may have been received by
the corporation.  For purposes of this Section 7
and Section 8, to be considered a qualified representative of the
stockholder, a person must be authorized by a written instrument executed by
such stockholder or an electronic transmission delivered by such stockholder to
act for such stockholder as a proxy at the meeting of stockholders and such
person must produce such written instrument or electronic transmission, or a
reliable reproduction of the written instrument or electronic transmission, at
the meeting of stockholders.  Section 7.7Except as otherwise required by law, nothing
in this Section 7 shall obligate the corporation or the board of directors
to include in any proxy statement or other stockholder communication
distributed on behalf of the corporation or the board of directors information
with respect to any nominee for director submitted by a stockholder.  Section 7.8For purposes of this Section 7 and Section 8,
public announcement shall include disclosure in a press release reported by
the Dow Jones New Service, Associated Press or comparable national news service
or in a document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.  Section 8.  Notice of Business at Meetings.  Section 8.1At any meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting.  To be properly brought before a
special meeting, business must be brought before the meeting in accordance with
Article I, Section 2 or Article I, Section 7 of these
by-laws.  To be properly brought before
an annual meeting, business must be (a) specified in the notice of meeting
(or any supplement thereto), (b) brought before the meeting by or at the
direction of the board of directors or (c) properly brought before the
meeting by a stockholder.  For business
to be properly brought before an annual meeting by a stockholder, if such
business relates to the election of directors of the corporation, the
procedures and all information requirements in Section 7 must be complied
with.  For business (other than the
election of directors) to be properly brought before an annual meeting by a
stockholder, the business must constitute a proper matter under Delaware law
for stockholder action and the stockholder must (i) have given timely
notice thereof and provided all required information in writing to the
secretary of the corporation in accordance with the provisions set forth in
this Section 8, (ii) be a stockholder of record on the date of the
giving of such notice and on the record date for the determination of
stockholders entitled to vote at such meeting and (iii) be entitled to
vote on such business at such meeting.  Section 8.2To be timely, notice by the stockholder must
be delivered or mailed by first class United States mail, postage prepaid, to,
and received by, the secretary of the corporation at the principal executive
offices of the corporation, not later than the close of business on the
ninetieth (90th) day, nor earlier than the close of business on the one hundred
twentieth (120th) day, prior to the first anniversary of the preceding years
annual meeting; provided, however, that if the date of the annual meeting is
more than thirty (30) days before or more than seventy (70) days after such
anniversary date, notice by the stockholder must be so delivered and received
not earlier than the close of business on the one hundred twentieth (120th) day
prior to such annual meeting and not later than the close of business on the
later of (A) the ninetieth (90th) day prior to such annual meeting and (B) the
tenth (10th) day following the day on which public announcement of the date of
such meeting is first made by the corporation or notice of the date of such
annual meeting was mailed, whichever first occurs.  In no event shall the adjournment or
postponement of an annual meeting (or the public announcement thereof) commence
a new time period (or extend any time period) for the giving of a stockholders
notice.  6


Section 8.3The stockholders notice to the secretary
of the corporation shall set forth as to each matter the stockholder proposes
to bring before the annual meeting (a) a brief description of the business
desired to be brought before the meeting, the text relating to the business
(including the text of any resolutions proposed for consideration and in the
event that such business includes a proposal to amend these by-laws, the
language of the proposed amendment), and the reasons for conducting such
business at the meeting, (b) the name and address, as they appear on the
corporations books, of the stockholder proposing such business, and the name
and address of the beneficial owner, if any, on whose behalf the proposal is
made, (c) the class and number of shares of the corporation which are,
directly or indirectly, owned beneficially and of record by such stockholder
and such beneficial owner, (d) a representation that such stockholder is a
holder of record of stock of the corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to propose such
business, (e) a description of any agreement, arrangement or understanding
between such stockholder and such beneficial owner and any other person or
persons (including their names) in connection with such business and any
material interest of such stockholder and such beneficial owner in such
business, (f) a description of any agreement, arrangement or understanding
(including any derivative or short positions, profit interests, options,
warrants, stock appreciation or similar rights, hedging transactions, and
borrowed or loaned shares) that has been entered into as of the date of the
stockholders notice by, or on behalf of, such stockholder and such beneficial
owner, the effect or intent of which is to mitigate loss to, manage risk or
benefit of share price changes for, or increase or decrease the voting power
of, such stockholder or such beneficial owner with respect to shares of stock
of the corporation, (g) any other information relating to such stockholder
and such beneficial owner that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for the business proposed pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder, and (h) a
representation as to whether either such stockholder or such beneficial owner,
alone or as part of a group, intends (i) to deliver a proxy statement
and/or form of proxy to holders of at least the percentage of the corporations
outstanding capital stock required to approve or adopt the proposal and/or (ii) otherwise
to solicit proxies from stockholders in support of such proposal.  The information required by clauses (b), (c),
(d), (e), (f) and (g) of the prior sentence shall be supplemented by
the stockholder giving the notice not later than 10 days after the record date
for the meeting as of the record date.  Section 8.4Notwithstanding
anything in these by-laws to the contrary, no business shall be conducted at
any meeting of stockholders except in accordance with the procedures set forth
in this Section 8, and except that any stockholder proposal which complies
with Rule 14a-8 of the proxy rules (or any successor provision)
promulgated under the Exchange Act and is to be included in the corporations
proxy statement for an annual meeting of stockholders shall be deemed to comply
with the requirements of this Section 8.  Section 8.5The officer presiding at a meeting of
stockholders shall have the power and duty to determine whether business was
not brought in accordance with the provisions of this Section 8, and if he
or she should so determine, he or she shall so declare to the meeting and such
business shall not be brought before the meeting.  Section 8.6Notwithstanding the foregoing provisions of
this Section 8, if the stockholder (or a qualified representative of the
stockholder) does not appear at the meeting of stockholders of the corporation
to present business, such business shall not be considered, notwithstanding
that proxies in respect of such vote may have been received by the corporation.  Section 8.7Except as otherwise required by law, nothing
in this Section 8 shall obligate the corporation or the board of directors
to include in any proxy statement or other  7


stockholder
communication distributed on behalf of the corporation or the board of
directors information with respect to any proposal submitted by a stockholder.  Section 9. Voting
List.  The officer who has charge of
the stock ledger of the corporation shall prepare, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting for a period of at least 10 days prior to the meeting: (i) on a
reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the
meeting; or (ii) during ordinary business hours, at the principal place of
business of the corporation.  If the
meeting is to be held at a place, then the list shall be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. 
If the meeting is to be held solely by means of remote communication,
then the list shall also be open to the examination of any stockholder during
the whole time of the meeting on a reasonably accessible electronic network,
and the information required to access such list shall be provided with the
notice of the meeting.  ARTICLE II  Directors  Section 1.  Number and Election.  There shall be a board of directors
consisting of not less than five directors. 
The exact number of directors (subject to the limitation specified in
the preceding sentence) shall be fixed from time to time by the board of
directors pursuant to a duly adopted resolution.  No director need be a stockholder.  Section 2.  Terms. 
The directors shall be elected for a term of office to expire at the
next annual meeting of stockholders, subject to the election and qualification
of their successors or the earlier of their death, resignation or removal.  Section 3.  Resignations. Any director may resign
by delivering a resignation in writing or by electronic transmission to the
corporation at its principal office or to the president or the secretary. Such
resignation shall become effective at the time or upon the happening of the
condition, if any, specified therein or, if no such time or condition is
specified, upon its receipt.  Section 4.  Removal.  Any one or more of the directors may be
removed from office, with or without cause, by the vote of the holders of a
majority of the shares outstanding and entitled to vote in the election of
directors.  At any meeting of the board
of directors any director may be removed from office for cause by vote of a
majority of the directors then in office, but only after a reasonable notice
and opportunity to be heard.  Any
proposal by a stockholder of the corporation to remove a director, in order to
be validly acted upon at any meeting, shall comply with the procedures and
information requirements of Article I, Section 2 or Article I, Section 8,
as applicable, of these by-laws.  Section 5.  Vacancies.  Vacancies in the board of directors may be
filled by vote of a majority of the remaining directors or, if not yet so
filled, by the stockholders.  Section 6.  Regular Meetings.  Regular meetings of the board of directors
may be held at such times and places as the board of directors may fix from
time to time and, when so fixed, no notice thereof need be given.  The first meeting of the board of directors
following the annual meeting of the stockholders shall be held without notice
immediately after and at the same place as the annual meeting of the
stockholders or the special meeting held in lieu thereof.  If in any year a meeting of the board of
directors is not held at such time and place, any elections to be  8


held
or business to be transacted at such meeting may be held or transacted at any
later meeting of the board of directors with the same force and effect as if
held or transacted at such meeting. 
Regular meetings of the board of directors shall be held at least once
during each of the corporations fiscal quarters.  Section 7.  Special Meetings. Special meetings of
the board of directors may be called at any time by the president or secretary
or by two or more members of the board of directors.  A written or printed notice given in person
or by telephone or sent by telegram, telecopy or electronic mail stating the
place, if any, date and hour (but not necessarily the purposes) of the meeting
shall be given by the secretary or an assistant secretary or by the officer or
directors calling the meeting at least forty-eight (48) hours before such
meeting to each director by leaving such notice with him or at his residence or
usual place of business, by mailing it, postage prepaid, or by sending it by
prepaid telegram, addressed to him at his last known address or sending it by
electronic mail, addressed to him at his last known electronic mail
address.  Notwithstanding anything above
to the contrary, a notice relating to any special meeting of the board of
directors called by two or more members of the board or by the president or the
secretary may be given in the shortest period permitted under Delaware law, as
amended from time to time.  No notice of
the place, if any, date or hour of any meeting of the board of directors need
be given to a director if a written waiver of such notice, executed by him
before or after the meeting, or a waiver by electronic transmission, is filed
with the records of the meeting, or to a director who attends the meeting
without objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.  Section 8.  Action at a Meeting.  At any meeting of the board of directors, a
majority of the directors then in office shall constitute a quorum.  Though less than a quorum be present, any meeting
may without further notice be adjourned to a subsequent date or until a quorum
be had.  When a quorum is present at any
meeting a majority of the directors present may take any action on behalf of
the board except to the extent that a larger number is required by law, by the
certificate of incorporation or by these by-laws.  Section 9. Action Without a Meeting.
Any action required or permitted to be taken at any meeting of the directors
may be taken without a meeting if all the directors consent to the action in
writing or by electronic transmission and the written consents and electronic
transmissions are filed with the records of the meetings of the directors.  Such consents shall be treated for all
purposes as a vote at the meeting.  Section 10.  Powers.  The board of directors shall have and may
exercise all the powers of the corporation, except such as by law, by the
certificate of incorporation or by these by-laws are conferred upon or reserved
to the stockholders.  In the event of any
vacancy in the board of directors, the remaining directors then in office,
except as otherwise provided by law, shall have and may exercise all of the
powers of the board of directors until the vacancy is filled.  Section 11.  Committees. The board of directors may
elect from the board an executive committee or one or more other committees and
may delegate to any such committee or committees any or all of the powers of
the board except those which by law, by the certificate of incorporation or by
these by-laws may not be so delegated. 
Such committees shall serve at the pleasure of the board of
directors.  Except as the board of
directors may otherwise determine, each such committee may make rules for
the conduct of its business, but, unless otherwise determined by the board or
in such rules, its business shall be conducted, as nearly as may be, as
provided in these by-laws for the conduct of the business of the board of
directors.  Section 12. 
Meeting by Telecommunications. 
Members of the board of directors or any committee elected thereby may
participate in a meeting of such board or committee by means of a conference
telephone or similar communications equipment by means of which all persons  9


participating in a meeting can hear each other and participation by
such means shall constitute presence in person at the meeting.  ARTICLE III  Officers  Section 1.  Enumeration.  The officers of the corporation shall consist
of a president, a treasurer and a secretary and such other officers, including
without limitation a chairman of the board of directors and one or more vice
presidents, assistant treasurers and assistant secretaries, as the board of
directors may from time to time determine.  Section 2.  Qualifications.  No officer need be a stockholder or a
director. The same person may hold at the same time one or more offices unless
otherwise provided by law.  Any officer
may be required by the board of directors to give a bond for the faithful
performance of his duties in such form and with such sureties as the board may
determine.  Section 3.  Elections.  The president, treasurer and secretary and
the chairman of the board of directors, if any, shall be elected annually by
the board of directors at its first meeting following the annual meeting of the
stockholders.  All other officers shall
be chosen or appointed by the board of directors.  Section 4.  Term. 
Except as otherwise provided by law, by the certificate of incorporation
or by these by-laws, the president, treasurer and secretary and the chairman of
the board of directors, if any, shall hold office until the first meeting of
the board of directors following the next annual meeting of the stockholders
and until their respective successors are chosen and qualified.  All other officers shall hold office until the
first meeting of the board of directors following the next annual meeting of
the stockholders, unless a shorter time is specified in the vote choosing or
appointing such officer or officers.  Section 5.  Resignations.  Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
president or secretary.  Such resignation
shall be effective at the time or upon the happening of the condition, if any,
specified therein or, if no such time or condition is specified, upon its
receipt.  Section 6.  Removal.  Any officer may be removed from office with
or without cause by vote of a majority of the directors then in office.  Section 7.  Vacancies.  Vacancies in any office may be filled by the
board of directors.  Section 8.  Certain Duties and Powers.  The officers designated below, subject at all
times to modification by and to the direction and control of the board of
directors, shall have and may exercise the respective duties and powers set
forth below:  Section 8.1The Chairman of the Board of Directors. The chairman of the board of directors, if
there be one, shall be the chief executive officer of the corporation and
shall, when present, preside at all meetings of the board of directors.  Section 8.2The President.  The
president shall be the chief operating officer of the corporation, if there is
then a chairman of the board of directors, and otherwise the president shall be
the chief executive officer of the corporation and shall have general operating
charge of its business.  Unless otherwise
prescribed by the board of directors, he shall, when present, preside at all
meetings of the stockholders, and, if a director, at all meetings of the board
of directors unless there be a chairman of the board of directors who is
present at the meeting.  10


Section 8.3The Treasurer.  The
treasurer shall be the chief financial officer of the corporation, unless
otherwise specified by the board of directors, and shall cause to be kept
accurate books of account.  Section 8.4The Secretary.  The
secretary shall keep a record of all proceedings of the stockholders and of all
proceedings of the board of directors in a book kept for that purpose.  In the absence of the secretary from any
meeting of the stockholders or from any meeting of the board of directors, an assistant
secretary, if there be one, otherwise a secretary pro-tempore designated by the
person presiding at the meeting, shall perform the duties of the secretary at
such meeting.  Section 9.  Other Duties and Powers.  Each officer, subject at all times to these
by-laws and to the direction and control of the board of directors, shall have
and may exercise, in addition to the duties and powers specifically set forth
in these by-laws, such duties and powers as are prescribed by law, such duties
and powers as are commonly incident to his office and such duties and powers as
the board of directors may from time to time prescribe.  ARTICLE IV  Capital Stock  Section 1.  Amount and Issuance.  The total number of shares and the par value,
if any, of each class of stock which the corporation is authorized to issue
shall be stated in the certificate of incorporation.  The directors may at any time issue all or
from time to time any part of the unissued capital stock of the corporation
from time to time authorized under the certificate of incorporation and may
determine, subject to any requirements of law, the consideration for which
stock is to be issued and the manner of allocating such consideration between
capital and surplus.  Section 2.  Certificates.  Section 2.1The shares of the corporation shall be
represented by certificates, provided that the board of directors may provide
by resolution or resolutions that some or all of any or all classes or series
of the corporations stock shall be uncertificated shares.  Every holder of stock of the corporation
represented by certificates shall be entitled to a certificate or certificates
stating the number and the class and the designation of the series, if any, of
the shares held by him registered in certificate form and otherwise in such
form as may be prescribed by law and approved by the board of directors.  Each such certificate shall be signed by the
chairman or vice-chairman of the board of directors or the president or vice-president,
and by the treasurer or an assistant treasurer or the secretary or an assistant
secretary.  Any or all of the signatures
on the certificate may be a facsimile. 
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.  Section 2.2Every certificate issued for shares of stock
at a time when such shares are subject to any restriction on transfer pursuant
to the certificate of incorporation, these by-laws or any agreement to which
the corporation is a party shall have the restriction noted conspicuously on
the certificate and shall also set forth on the face or back of the certificate
either (i) the full text of the restriction or (ii) a statement of
the existence of such restriction and a statement that the corporation will
furnish a copy thereof to the holder of such certificate upon written request
and without charge.  11


Section 2.3Every certificate issued for shares of stock
at a time when the corporation is authorized to issue more than one class or
series of stock shall set forth on the face or back of the certificate either (i) the
full text of the preferences, voting powers, qualifications and special and
relative rights of the shares of each class and series, if any, authorized to
be issued, as set forth in the certificate of incorporation or (ii) a
statement of the existence of such preferences, powers, qualifications and
rights and a statement that the corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.  Section 2.4Within a reasonable time after the issuance
or transfer of uncertificated shares, the corporation shall send to the
registered owner thereof a written notice containing the information required
to be set forth or stated on certificates pursuant to Sections 151, 202(a) or
218(a) of the General Corporation Law of Delaware or, with respect to Section 151
of General Corporation Law of Delaware, a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.  Section 3.  Transfers.  The board of directors may make such rules and
regulations not inconsistent with the law, with the certificate of
incorporation or with these by-laws as it deems expedient relative to the
issue, transfer and registration of shares of stock, whether represented by
stock certificates or in uncertificated form. The board of directors may
appoint a transfer agent and a registrar of transfers or either and require all
stock certificates to bear their signatures. 
Except as otherwise provided by law, by the certificate of incorporation
or by these by-laws, the corporation shall be entitled to treat the record
holder of any shares of stock as shown on the books of the corporation as the
holder of such shares for all purposes, including the right to receive notice
of and to vote at any meeting of stockholders and the right to receive any
dividend or other distribution in respect of such shares.  Section 4.  Record Date.  The board of directors may fix in advance a
time as the record date for determining the stockholders entitled to notice of
and to vote at any meeting of stockholders and any adjournment thereof or to
receive payment of any dividend or distribution to stockholders or allotment of
any rights in respect of stock or for the purpose of any other lawful action
(other than stockholder action by written consent); and in such case only
stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the corporation after the
record date.  Such record date fixed by
the board of directors shall be not more than sixty (60) days or less than ten (10) days
before the date of any meeting of stockholders and not more than sixty (60)
days before any such other action.  A
determination of stockholders of record entitled to notice of and to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may in its discretion fix a new
record date for the adjourned meeting.  Section 5.  Lost Certificates.  The board of directors may, except as
otherwise provided by law, determine the conditions upon which a new
certificate of stock may be issued in place of any certificate alleged to have
been lost, mutilated or destroyed.  ARTICLE V  Miscellaneous Provisions  Section 1.  Fiscal Year.  The fiscal year of the corporation shall end
on the Saturday nearest to January 31 in each year.  Section 2.  Corporate Seal.  The seal of the corporation shall be in such
form as shall be determined from time to time by the board of directors.  12


Section 3.  Voting of Securities.  Except as the board of directors may
otherwise prescribe, the president or the treasurer shall have full power and
authority in the name and on behalf of the corporation, subject to the
instructions of the board of directors, to waive notice of, to attend, act and
vote at, and to appoint any person or persons to act as proxy or attorney in
fact for this corporation (with or without power of substitution) at any
meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporation.  ARTICLE VI  Indemnification  Section 1.  Actions, Suits and Proceedings Other than
by or in the Right of the Corporation. 
The corporation shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that he is or was, or has agreed to become, a director or officer of the
corporation, or is or was serving, or has agreed to serve, at the request of
the corporation, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan) (all such persons being
referred to hereafter as an Indemnitee), or by reason of any action alleged
to have been taken or omitted in such capacity, against all expenses (including
attorneys fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action,
suit or proceeding and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful. Notwithstanding anything to the contrary in this Article,
except as set forth in Section 7 below, the corporation shall not
indemnify an Indemnitee seeking indemnification in connection with a proceeding
(or part thereof) initiated by the Indemnitee unless the initiation thereof was
approved by the board of directors of the corporation.  Section 2.  Actions or Suits by or in the Right of the
Corporation.  The corporation shall
indemnify any Indemnitee who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact
that he is or was, or has agreed to become, a director or officer of the
corporation, or is or was serving, or has agreed to serve, at the request of
the corporation, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses
(including attorneys fees) and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action,
suit or proceeding and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly  13


and
reasonably entitled to indemnity for such expenses (including attorneys fees)
which the Court of Chancery of Delaware or such other court shall deem proper.  Section 3.  Indemnification for Expenses of Successful
Party.  Notwithstanding the other
provisions of this Article, to the extent that an Indemnitee has been
successful, on the merits or otherwise, in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of
any claim, issue or matter therein, or on appeal from any such action, suit or
proceeding, he shall be indemnified against all expenses (including attorneys
fees) actually and reasonably incurred by him or on his behalf in connection
therewith.  Without limiting the
foregoing, if any action, suit or proceeding is disposed of, on the merits or
otherwise (including a disposition without prejudice), without (i) the
disposition being adverse to the Indemnitee, (ii) an adjudication that the
Indemnitee was liable to the corporation, (iii) a plea of guilty or nolo contendere
by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and (v) with respect to any
criminal proceeding, an adjudication that the Indemnitee had reasonable cause
to believe his conduct was unlawful, the Indemnitee shall be considered for the
purposes hereof to have been wholly successful with respect thereto.  Section 4.  Notification and Defense of Claim.  As a condition precedent to his right to be
indemnified, the Indemnitee must notify the corporation in writing as soon as
practicable of any action, suit, proceeding or investigation involving him for
which indemnity will or could be sought. 
With respect to any action, suit, proceeding or investigation of which
the corporation is so notified, the corporation will be entitled to participate
therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to the Indemnitee.  After notice from the corporation to the
Indemnitee of its election so to assume such defense, the corporation shall not
be liable to the Indemnitee for any legal or other expenses subsequently
incurred by the Indemnitee in connection with such claim, other than as
provided below in this Section 4. 
The Indemnitee shall have the right to employ his own counsel in
connection with such claim, but the fees and expenses of such counsel incurred
after notice from the corporation of its assumption of the defense thereof
shall be at the expense of the Indemnitee unless (i) the employment of
counsel by the Indemnitee has been authorized by the corporation, (ii) counsel
to the Indemnitee shall have reasonably concluded that there may be a conflict
of interest or position on any significant issue between the corporation and
the Indemnitee in the conduct of the defense of such action or (iii) the
corporation shall not in fact have employed counsel to assume the defense of
such action, in each of which cases the fees and expenses of counsel for the
Indemnitee shall be at the expense of the corporation, except as otherwise
expressly provided by this Article.  The
corporation shall not be entitled, without the consent of the Indemnitee, to
assume the defense of any claim brought by or in the right of the corporation
or as to which counsel for the Indemnitee shall have reasonably made the
conclusion provided for in clause (ii) above.  Section 5.  Advance of Expenses.  Subject to the provisions of Section 6
below, in the event that the corporation does not assume the defense pursuant
to Section 4 of this Article of any action, suit, proceeding or
investigation of which the corporation receives notice under this Article, any
expenses (including attorneys fees) incurred by an Indemnitee in defending a
civil or criminal action, suit, proceeding or investigation or any appeal
therefrom shall be paid by the corporation in advance of the final disposition
of such matter, provided, however, that the payment of such expenses incurred
by an Indemnitee in advance of the final disposition of such matter shall be
made only upon receipt of an undertaking by or on behalf of the Indemnitee to
repay all amounts so advanced in the event that it shall ultimately be
determined that the Indemnitee is not entitled to be indemnified by the
corporation as authorized in this Article. 
Such undertaking may be accepted without reference to the financial
ability of such person to make such repayment.  14


Section 6.  Procedure for Indemnification.  In order to obtain indemnification or
advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article,
the Indemnitee shall submit to the corporation a written request, including in
such request such documentation and information as is reasonably available to
the Indemnitee and is reasonably necessary to determine whether and to what
extent the Indemnitee is entitled to indemnification or advancement of
expenses. Any such indemnification or advancement of expenses shall be made
promptly, and in any event within 60 days after receipt by the corporation of
the written request of the Indemnitee, unless with respect to requests under Section 1,
2, or 5 the corporation determines within such 60-day period that the
Indemnitee did not meet the applicable standard of conduct set forth in Section 1
or 2, as the case may be.  Such
determination shall be made in each instance by (a) a majority vote of a
quorum of the directors of the corporation consisting of persons who are not at
that time parties to the action, suit or proceeding in question (disinterested
directors), (b) if no such quorum is obtainable, a majority vote of a
committee of two or more disinterested directors, (c) a majority vote of a
quorum of the outstanding shares of stock of all classes entitled to vote for
directors, voting as a single class, which quorum shall consist of stockholders
who are not at that time parties to the action, suit or proceeding in question,
(d) independent legal action (who may be regular legal counsel to the
corporation), or (e) a court of competent jurisdiction.  Section 7.  Remedies.  The right to indemnification or advances as
granted by this Article shall be enforceable by the Indemnitee in any
court of competent jurisdiction if the corporation denies such request, in
whole or in part, or if no disposition thereof is made within the 60-day period
referred to above in Section 6. 
Unless otherwise required by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advancement of expenses under
this Article shall be on the corporation. 
Neither the failure of the corporation to have made a determination
prior to the commencement of such action that indemnification is proper in the
circumstances because the Indemnitee has met the applicable standard of
conduct, nor an actual determination by the corporation pursuant to Section 6
that the Indemnitee has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the Indemnitee has not met
the applicable standard of conduct.  The
Indemnitees expenses (including attorneys fees) incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the corporation.  Section 8.  Subsequent Amendment.  No amendment, termination or repeal of this Article or
of the relevant provisions of the General Corporation Law of Delaware or any
other applicable laws shall affect or diminish in any way the rights of any
Indemnitee to indemnification under the provisions hereof with respect to any
action, suit, proceeding or investigation arising out of or relating to any
actions, transactions or facts occurring prior to the final adoption of such
amendment, termination or repeal.  Section 9.  Other Rights.  The indemnification and advancement of
expenses provided by this Article shall not be deemed exclusive of any
other rights to which an Indemnitee seeking indemnification or advancement of
expenses may be entitled under any law (common or statutory), agreement or vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in any other capacity while holding
office for the corporation, and shall continue as to an Indemnitee who has
ceased to be a director or officer, and shall inure to the benefit of the
estate, heirs, executors and administrators of the Indemnitee.  Nothing contained in this Article shall
be deemed to prohibit, and the corporation is specifically authorized to enter
into, agreements with officers and directors providing indemnification rights
and procedures different from those set forth in this Article.  In addition, the corporation may, to the
extent authorized from time to time by its board of directors, grant
indemnification rights to other employees or agents of the corporation or other
persons serving the corporation and such rights may be equivalent to, or
greater or less than, those set forth in this Article.  15


Section 10.  Partial Indemnification.  If an Indemnitee is entitled under any
provision of this Article to indemnification by the corporation for some
or a portion of the expenses (including attorneys fees), judgments, fines or
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with any action, suit, proceeding or investigation and any
appeal therefrom but not, however, for the total amount thereof, the
corporation shall nevertheless indemnify the Indemnitee for the portion of such
expenses (including attorneys fees), judgments, fines or amounts paid in
settlement to which the Indemnitee is entitled.  Section 11.  Insurance.  The corporation may purchase and maintain
insurance, at its expense, to protect itself and any director, officer,
employee or agent of the corporation or another corporation, partnership, joint
venture, trust or other enterprise (including any employee benefit plan)
against any expense, liability or loss incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have
the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of Delaware.  Section 12.  Merger or Consolidation.  If the corporation is merged into or
consolidated with another corporation and the corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
corporation under this Article with respect to any action, suit,
proceeding or investigation arising out of or relating to any actions,
transactions or facts occurring prior to the date of such merger or
consolidation.  Section 13.  Savings Clause.  If this Article or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
corporation, to the fullest extent permitted by any applicable portion of this Article that
shall not have been invalidated and to the fullest extent permitted by
applicable law.  Section 14.  Definitions.  Terms used herein and defined in Section 145(h) and
Section 145(i) of the General Corporation Law of Delaware shall have
the respective meanings assigned to such terms in such Section 145(h) and
Section 145(i).  Section 15.  Subsequent Legislation.  If the General Corporation Law of Delaware is
amended after adoption of this Article to expand further the
indemnification permitted to Indemnitees, then the corporation shall indemnify
such persons to the fullest extent permitted by the General Corporation Law of
Delaware, as so amended.  ARTICLE VII  Amendments  These
by-laws may be amended or repealed at any annual or special meeting of the
stockholders by the affirmative vote of a majority of the shares of capital
stock then issued, outstanding and entitled to vote provided notice of the
proposed amendment or repeal is given in the notice of the meeting.  If
authorized by the certificate of incorporation, these by-laws may also be
amended or repealed in whole or in part, or new by-laws made, by the board of
directors except with respect to any provision hereof which by law, the
certificate of incorporation or these by-laws requires action by the
stockholders.  16