Section 6. Written notice of a special meeting of the stockholders of the corporationstating the place, date and hour of the meeting and purpose or purposes for which the meeting iscalled, shall be given not less than ten (10) nor more than sixty (60) days before the date of themeeting, to each stockholder of the corporation entitled to vote at such meeting.     Section 7. Business transacted at any special meeting of the stockholders of thecorporation shall be limited to the purposes stated in the notice.     Section 8. The holders of a majority of the stock issued and outstanding and entitledto vote thereat, present in person or represented by proxy, shall constitute a quorum at allmeetings of the stockholders of the corporation for the transaction of business except as otherwiseprovided by Delaware General Corporation Law or other applicable law or by the certificate ofincorporation. If, however, such quorum shall not be present or represented at any meeting of thestockholders of the corporation, the stockholders of the corporation entitled to vote thereat,present in person or represented by proxy, shall have power to adjourn the meeting, until a quorumshall be present or represented. At such adjourned meeting at which a quorum shall be present orrepresented any business may be transacted which might have been transacted at the meeting asoriginally notified. If the adjournment is for more than thirty (30) days, or if at the adjournmenta new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall begiven to each stockholder of record entitled to vote at the meeting.     Section 9. When a quorum is present at any meeting, the vote of the holders of amajority of the stock having voting power present in person or represented by proxy shall decideany question brought before such meeting, unless the question is one upon which by expressprovision of the Delaware General Corporation Law or other applicable law or of the certificate ofincorporation, a different vote is required in which case such express provision shall govern andcontrol the decision of such question.     Section 10. Unless otherwise provided in the certificate of incorporation, eachstockholder of the corporation shall at every meeting of stockholders be entitled to one (1) votein person or by proxy for each share of the capital stock having voting power held by suchstockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxyprovides for a longer period.     Section 11. Unless otherwise provided in the certificate of incorporation, any actionrequired to be taken at any annual or special meeting of the stockholders of the corporation, orany action which may be take at any annual or special meeting of such stockholders, may be takenwithout a meeting, without prior notice and without a vote, if a consent in writing, setting forthe action so taken, shall be signed by the holders of outstanding stock having not less than theminimum number of votes that would be necessary to authorize such action at a meeting at which allshares entitled to vote thereon were present and voted. Prompt notice of the taking of the actionwithout a meeting by less than unanimous written consent shall be given to those stockholders whohave not consented in writing.ARTICLE IllDIRECTORS     Section 1. The number of directors may be fixed from time to time by resolution of thestockholders of the corporation. The initial number of directors which shall constitute the Boardof Directors shall be one. The directors shall be elected at the annual meeting of the stockholdersof the corporation, except as provided in Section 2 of this Article III, and each director electedshall hold office until his or her successor is elected and qualified. Directors need not bestockholders of the corporation.     Section 2. Vacancies and newly created directorships resulting from any increase inauthorized number of directors may be filled by a majority of the directors then in office, thoughless than a quorum, or by a sole remaining director, and the directors so chosen shall hold officeuntil the next annual election and until their successors are duly elected and shall qualify,unless sooner displaced. If there are no directors in office, then an election of directors may beheld in the manner provided by Delaware General Corporation Law or other applicable law. If, at thetime of filling any vacancy of any newly created
 

 
directorship, the directors then in office shall constitute less than a majority of the members ofthe Board of Directors (as constituted immediately prior to any such increase), the Court ofChancery may, upon application of any stockholder or stockholders of the corporation holding atleast ten percent (10%) of the total number of the shares of capital stock of the corporation atthe time outstanding having the right to vote for such directors, summarily order an election to beheld to fill any such vacancies or newly created directorships, or to replace the directors chosenby the directors then in office.     Section 3. The business of the corporation shall be managed by or under the directionof the Board of Directors which may exercise all such powers of the corporation and do all suchlawful acts and things as are not by directed or required to be exercised or done by thestockholders of the corporation by the Delaware General Corporation Law or other applicable law orby the certificate of incorporation or by these Bylaws.MEETINGS OF THE BOARD OF DIRECTORS     Section 4. The Board of Directors of the corporation may hold meetings either withinor without the State of Delaware.     Section 5. Any meetings of the Board of Directors of the corporation shall be held atsuch date and time as shall from time to time be determined by the Board of Directors. A meeting ofthe Board of Directors may also be called by the Secretary or by the Chairman of the corporation.Notice of any meeting of the Board of Directors shall be provided at least one hour prior to suchmeeting. Notice may be waived by any director. Notice of a Board meeting may be provided orally orin writing. Written notice may be provided by e-mail to a director’s e-mail address on the recordsof the corporation and will be effective when sent. Written notice may be provided by facsimiletransmission or by electronic transmission as provided in Article IV of these Bylaws. At allmeetings of the Board of Directors, a majority of directors shall constitute a quorum for thetransaction of business and the act of a majority of the directors present at any meeting at whichthere is a quorum shall be the act of the Board of Directors, except at may be otherwisespecifically provided by the Delaware General Corporation Law or other applicable law or by thecertificate of incorporation. If a quorum shall not be present at any meeting of the Board ofDirectors, the directors present thereat may adjourn the meeting from time to time, without noticeother than announcement at the meeting, until a quorum shall be present.     Section 6. Unless otherwise restricted by the certificate of incorporation or theseBylaws, any action required or permitted to be taken at any meeting of the Board of Directors or ofany committee thereof may be taken without a meeting, if all members of the Board of Directors orsuch committee, as the case may be, consent thereto in writing, or by electronic transmission, andthe writing or writings or electronic transmission or transmissions are filed with the minutes ofproceedings of the Board of Directors or such committee. Such filing shall be in paper form if theminutes are maintained in paper form and shall be in electronic form if the minutes are maintainedin electronic form.     Section 7. Unless otherwise restricted by the certificate of incorporation or theseBylaws, members of the Board of Directors, or any committee designated by the Board of Directors,may participate in a meeting of the Board of Directors, or any committee, by means of conferencetelephone or similar communications equipment by means of which all persons participating in themeeting can hear each other, and such participation in a meeting shall constitute presence inperson at the meeting.COMMITTEES OF DIRECTORS     Section 8. The Board of Directors may, by resolution passed by a majority of themembers of the Board of Directors, designate one or more committees, each committee to consist ofone or more of the directors of the corporation. The Board of Directors may designate one or moredirectors as alternate members of any committee. In the absence or disqualification of a member ofa committee, the member or members thereof present at any meeting and not disqualified from voting,whether or not such person or persons constitute a quorum, may unanimously appoint another memberof the Board of Directors to act at the meeting in place of any such absent or disqualified member.Any such committee, to the extent
 

 
provided in the resolution of the Board of Directors, shall have and may exercise all the powersand authority of the Board of Directors in the management of the business and affairs of thecorporation, and may authorize the seal of the corporation to be affixed to all papers which mayrequire it; but no such committee shall have the power or authority in reference to the followingmatters: (i) approving or adopting, or recommending to the stockholders of the corporation, anyaction or matter (other than the election or removal of directors) expressly required by thischapter to be submitted to stockholders of the corporation for approval, or (ii) adopting, amendingor repealing any of these Bylaws.     Section 9. Unless the Board of Directors otherwise provides, each committee designatedby the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In theabsence of a provision by the Board of Directors or a provision in the rules of such committee tothe contrary, a majority of the entire authorized number of members of such committee shallconstitute a quorum for the transaction of business, the vote of a majority of the members presentat a meeting at the time of such vote if a quorum is then present shall be the act of suchcommittee, and in other respects each committee shall conduct its business in the same manner asthe Board of Directors conducts its business pursuant to Article III of these Bylaws. Eachcommittee shall keep regular minutes of its meetings and report the same to the Board of Directorswhen required.COMPENSATION OF DIRECTORS     Section 10. Unless otherwise restricted by the certificate of incorporation or theseBylaws, the Board of Directors shall have the authority to fix the compensation of directors. Thedirectors may be paid their expenses, if any, of attendance at each meeting of the Board ofDirectors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or astated salary as director. No such payment shall preclude any director from serving the corporationin any other capacity and receiving compensation therefor. Members of committees of the Board ofDirectors may be allowed like compensation for attending committee meetings.REMOVAL OF DIRECTORS     Section 11. Unless otherwise restricted by the certificate of incorporation or by law,any director or the entire Board of Directors may be removed, with or without cause, by the holdersof a majority of shares entitled to vote at an election of directors.ARTICLE IVNOTICES     Section 1. Whenever, under the provisions of the Delaware General Corporation Law orother applicable law or of the certificate of incorporation or of these Bylaws, notice is requiredto be given to any director or stockholder of the corporation, it shall not be construed to meanpersonal notice, but such notice may be given in writing and will be deemed to have been duly givenif (i) personally delivered, (ii) sent by United States mail (addressed to such director orstockholder, at his or her address as it appears on the records of the corporation, with postagethereon prepaid), (iii) by facsimile directed to a number at which the such director or stockholderhas consented to receive notice, or (iv) by electronic mail or other means of electronictransmission, when directed to an electronic mail address at which such director or stockholder hasconsented to receive notice, Notices will be deemed given, unless earlier received, (i) whendelivered, if personally delivered, (ii) two (2) business days after being deposited in the UnitedStates Mail, if mailed, (iii) upon transmission if sent by facsimile, and (iv) upon transmission issent by electronic mail or other means of electronic transmission. Each director shall provide theSecretary of the corporation with either a facsimile number at which such director consents toreceive notice or an electronic mail address at which the director consents to receive notice.     Section 2. Whenever any notice is required to be given to any director or stockholderof the corporation under the provisions of the Delaware General Corporation Law or other applicablelaw or of the certificate of incorporation or of these Bylaws, a waiver, signed by the person orpersons entitled to
 

 
said notice, or a waiver by electronic transmission by such person or person, whether before orafter the time stated therein, shall be deemed equivalent thereto. Attendance of a person at ameeting shall constitute a waiver of notice of such meeting, except when the person attends ameeting for the express purpose of objecting at the beginning of the meeting, to the transaction ofany business because the meeting is not lawfully called or convened. Neither the business to betransacted at, nor the purpose of, any meeting of stockholders of the corporation, any meeting ofthe Board of Directors or any committee of the Board of Directors need be specified in any writtenwaiver of notice or any waiver by electronic transmission unless so required by the certificate ofincorporation or these Bylaws.     Section 3. For purposes of this chapter, “electronic transmission” means anyelectronic mail or any other form of communication, not directly involving the physicaltransmission of paper, that creates a record that may be retained, retrieved and reviewed by arecipient thereof, and that may be directly reproduced in paper form by such a recipient through anautomated process.ARTICLE VOFFICERS     Section 1. The officers of the corporation shall be a president, a chief financialofficer, one or more vice presidents and a secretary. The corporation may also have, at thediscretion of the Board of Directors, a chief executive officer, a corporate controller, one ormore assistant vice presidents, one or more assistant secretaries and such other officers as may beappointed in accordance with the provisions hereof. One person may hold two or more offices.     Section 2. Each officer shall hold office until such officer’s successor is electedand qualified or until such officer’s earlier resignation or removal. Any officer may resign at anytime upon written notice to the corporation. Any such resignation shall take effect at the date ofthe receipt of such notice or at any later time specified therein; and unless otherwise specifiedtherein, the acceptance of such resignation shall not be necessary to make it effective.     Section 3. Any officer may be removed, wither with or without cause, by the Board ofDirectors at any meeting of the Board of Directors or, except in case of an officer chosen by theBoard of Directors, by any officer upon whom such power or removal may be conferred by the Board ofDirectors.     Section 4. A vacancy in any office for any reason shall be filled in the mannerprescribed in these Bylaws for the regular appointments to such office.THE CHIEF EXECUTIVE OFFICER     Section 5. The chief executive officer (if there is such an officer) of thecorporation shall, subject to the control of the Board of Directors, have general supervision,direction and control of the business and affairs of the corporation. He or she shall preside atall meetings of stockholders of the corporation and the Board of Directors. He or she shall havethe general powers and duties of management usually vested in the chief executive officer of acorporation, and shall have such other powers and duties with respect to the administration of thebusiness and affairs of the corporation as may from time to time be assigned to him or her by theBoard of Directors or as prescribed by these Bylaws. In the absence or disability of the president,the chief executive officer, in addition to his or her assigned duties and powers, shall performall the duties or the president and when so acting shall have all the powers and be subject to allthe restrictions upon the president.THE PRESIDENT     Section 6. The president shall exercise and perform such powers and duties withrespect to the administration of the business and affairs of the corporation as may from time totime be assigned to him or her by the chief executive officer (unless the president is also thechief executive officer) or by the Board of Directors or as is prescribed by these Bylaws. In theabsence or disability of the chief executive
 

 
officer, the president shall perform all of the duties of the chief executive officer and when soacting shall have all of the powers and be subject to all the restrictions upon the chief executiveofficer.THE VICE PRESIDENTS     Section 7. The vice presidents shall exercise and perform such powers and duties withrespect to the administration of the business and affairs of the corporation as may from time totime be assigned to each of them by the chief executive officer, the president, by the Board ofDirectors or as is prescribed by these Bylaws. In the absence or disability of the chief executiveofficer (if there is such an officer) and of the president, the vice presidents, in order of theirrank as fixed by the Board of Directors, or if not ranked, the vice president designated by theBoard of Directors, shall perform all of the duties of the president and when so acting shall haveall of the powers of and be subject to all the restrictions upon the president.THE SECRETARY AND THE ASSISTANT SECRETARY     Section 8. The secretary shall keep or cause to be kept, a book of minutes at theprincipal office for the transaction of the business of the corporation, or such other place as theBoard of Directors may order, of all meetings of the Board of Directors and the stockholders of thecorporation.     Section 9. The secretary shall keep, or cause to be kept, at the principal offices forthe transaction of the business of the corporation or at the office of the corporation’s transferagent, a share register, or a duplicate share register, showing the names of the stockholders ofthe corporation and their addresses, the number and classes of shares held by each; the number anddate of certificates issued for the same; and the number and date of cancellation of everycertificate surrendered for cancellation.     Section 10. The secretary shall give, or cause to be given, notice of all the meetingsof the stockholders of the corporation and of the Board of Directors required by these Bylaws or bythe Delaware General Corporation Law or other applicable law to be given, and he or she shall keepthe seal of the corporation in safe custody, and shall have such other powers and perform suchother duties as may be prescribed by the Board of Directors or these Bylaws. If for any reason thesecretary shall fail to give notice of any meeting of the Board of Directors called by one or moreof the persons identified in Section 5 of Article III of these Bylaws, or if he or she shall failto give notice of any special meeting of the stockholders of the corporation called by one or moreof the persons identified in Section 5 of Article II of these Bylaws, then any such person orpersons may give notice of any such special meeting.THE CHIEF FINANCIAL OFFICER     Section 11. The chief financial officer shall keep and maintain, or cause to be keptand maintained, adequate and correct accounts of the properties and business transactions of thecorporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses,capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplusarising from a reduction of capital, shall be classified according to source and shown in aseparate account. The books of account shall at all reasonable times be open to inspection by anydirector. The chief financial officer shall deposit, or cause to be deposited, all moneys and othervaluables in the name and to the credit of the corporation with such depositories as may bedesignated by the Board of Directors. He or she shall disburse the funds of the corporation as maybe ordered by the Board of Directors, shall render to the chief executive officer (if there is suchan officer), to the president and to the Board of Directors, whenever requested, an account of allof his or her transactions as chief financial officer and of the financial condition of thecorporation, and shall have such other powers and perform such other duties as may be prescribed bythe Board of Directors or by these Bylaws.
 

 
ARTICLE VISTOCK     Section 1. Every holder of stock in the corporation shall be entitled to have acertificate, signed by, or in the name of the corporation by, the chairman or vice chairman of theBoard of Directors, or the chief executive officer, president or a vice president and the treasureror an assistant treasurer, or the secretary or an assistant secretary of the corporation,certifying the number of shares owned by such holder in the corporation.     Section 2. Any of or all the signatures on the certificate may be facsimile. In caseany officer, transfer agent or registrar who has signed or whose facsimile signature has beenplaced upon a certificate shall have ceased to be such officer, transfer agent or registrar beforesuch signature is issued, it may be issued by the corporation with the same effect as if he or shewere such officer, transfer agent or registrar at the date of issue.LOST CERTIFICATES     Section 3. The corporation may issue a new certificate of stock in the place of anycertificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and therepresentative, to give the corporation a bond sufficient to indemnify it against any claim thatmay be made against it on account of the alleged loss, theft or destruction of any such certificateor the issuance of such new certificate.TRANSFER OF STOCK     Section 4. Upon surrender to the corporation or the transfer agent of the corporationof a certificate for shares duly endorsed or accompanied by proper evidence of succession,assignation or authority of transfer, it shall be the duty of the corporation to issue a newcertificate to the person entitled thereto, cancel the old certificate and record the transactionupon its books.FIXING RECORD DATE     Section 5. In order that the corporation may determine the stockholders entitled tonotice of or to vote at any meeting of stockholders of the corporation or any adjournment thereof,the Board of Directors may fix a record date, which record date shall not precede the date uponwhich the resolution fixing the record date is adopted by the Board of Directors, and which recorddate shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.If no record date is fixed by the Board of Directors, the record date for determining stockholdersentitled to notice of or to vote at a meeting of stockholders of the corporation shall be at theclose of business on the day next preceding the day on which notice is given, or, if notice iswaived, at the close of business on the day next preceding the day on which the meeting is held. Adetermination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders of the corporation shall apply to any adjournment of the meeting; provided,however, that the Board of Directors may fix a new record date for the adjourned meeting.     Section 6. In order that the corporation may determine the stockholders of thecorporation entitled to consent to corporate action in writing without a meeting, the Board ofDirectors may fix a record date, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the Board of Directors, and which date shall not bemore than ten (10) days after the date upon which the resolution fixing the record date is adoptedby the Board of Directors. If no record date has been fixed by the Board of Directors, the recorddate for determining stockholders of the corporation entitled to consent to corporate action inwriting without a meeting, when no prior action by the Board of Directors is required by law, shallbe the first date on which a signed written consent setting forth the action taken or proposed tobe taken is delivered to the corporation by delivery to its registered office in Delaware, itsprincipal place of business, or an officer or agent of the corporation having custody of the bookin which proceedings of meetings of stockholders of the corporation are recorded. Delivery made tothe corporation’s registered office shall be by hand or by certified or registered mail, returnreceipt
 

 
requested. If no record date has been fixed by the Board of Directors and prior action by the Boardof Directors is required by law, the record date for determining stockholders of the corporationentitled to consent to corporate action in writing without a meeting shall be at the close ofbusiness on the day on which the Board of Directors adopts the resolution taking such prior action.     Section 7. In order that the corporation may determine the stockholders of thecorporation entitled to receive payment of any divided or other distribution or allotment of anyrights or the stockholders of the corporation entitled to exercise any rights in respect of anychange, conversion or exchange of stock, or for the purpose of any other lawful action, the Boardof Directors may fix a record date, which record date shall not precede the date upon which theresolution fixing the record date is adopted, and which record date shall be not more than sixty(60) days prior to such action. If no record date is fixed, the record date for determiningstockholders of the corporation for any such purpose shall be at the close of business on the dayon which the Board of Directors adopts the resolution relating thereto.REGISTERED STOCKHOLDERS     Section 8. The corporation shall be entitled to recognize the exclusive right of aperson registered on its books as the owner of shares to receive dividends, and to vote as suchowner, and to hold liable for calls and assessments a person registered on its books as the ownerof shares, and shall not be bound to recognize any equitable or other claim to or interest in suchshare or shares on the part of any other person, whether or not it shall have express or othernotice thereof, except as otherwise provided by the laws of Delaware.ARTICLE VIIGENERAL PROVISIONSSEAL     Section 1. The corporate seal shall have inscribed thereon the name of thecorporation, the year of its organization and the words “Corporate Seal.” The seal may be used bycausing it or a facsimile thereof to be impressed or affixed or otherwise.INDEMNIFICATION     Section 2. The corporation shall indemnify its officers, directors, employees andagents to the fullest extent permitted by the Delaware General Corporation Law and other applicablelaw.AMENDMENTS     Section 3. These Bylaws may be altered, amended or repealed, or new Bylaws may beadopted by the stockholders of the corporation or by the Board of Directors, when such power isconferred upon the Board of Directors by the certificate of incorporation. If the power to adopt,amend or repeal these Bylaws is conferred upon the Board of Directors by the certificate ofincorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repealthese Bylaws.