Section 4.Notice. Whenever stockholders are required or permitted to takeaction at a meeting, written or printed notice stating the place, date, time, and, in the case ofspecial meetings, the purpose or purposes, of such meeting, shall be given to each stockholderentitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before thedate of the meeting. All such notices shall be delivered, either personally or by mail, by or atthe direction of the board of directors, the president or the secretary, and if mailed, such noticeshall be deemed to be delivered when deposited in the United States mail, postage prepaid,addressed to the stockholder at his, her or its address as the same appears on the records of thecorporation. Attendance of a person at a meeting shall constitute a waiver of notice of suchmeeting, except when the person attends for the express purpose of objecting at the beginning ofthe meeting to the transaction of any business because the meeting is not lawfully called orconvened.     Section 5.Stockholders List. The officer having charge of the stock ledger ofthe corporation shall make, at least ten (10) days before every meeting of the stockholders, acomplete list of the stockholders entitled to vote at such meeting arranged in alphabetical order,showing the address of each stockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, for any purpose germaneto the meeting, during ordinary business hours, for a period of at least ten (10) days prior to themeeting, either at a place within the city where the meeting is to be held, which place shall bespecified in the notice of the meeting or, if not so specified, at the place where the meeting isto be held. The list shall also be produced and kept at the time and place of the meeting duringthe whole time thereof, and may be inspected by any stockholder who is present.     Section 6.Quorum. The holders of a majority of the outstanding shares ofcapital stock entitled to vote, present in person or represented by proxy, shall constitute aquorum at all meetings of the stockholders, except as otherwise provided by statute or by thecertificate of incorporation. If a quorum is not present, the holders of a majority of the sharespresent in person or represented by proxy at the meeting, and entitled to vote at the meeting, mayadjourn the meeting to another time and/or place, until a quorum shall be present.     Section 7.Adjourned Meetings. When a meeting is adjourned to another time andplace, notice need not be given of the adjourned meeting if the time and place thereof areannounced at the meeting at which the adjournment is taken. At the adjourned meeting thecorporation may transact any business which might have been transacted at the original meeting. Ifthe adjournment is for more than thirty (30) days, or if after the adjournment a new record date isfixed for the adjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.     Section 8.Vote Required. When a quorum is present, the affirmative vote ofthe majority of shares present in person or represented by proxy at the meeting and entitled tovote on the subject matter shall be the act of the stockholders, unless the question is one uponwhich by express provisions of an applicable law or of the certificate of incorporation a differentvote is required, in which case such express provision shall govern and control the decision ofsuch question.     Section 9.Voting Rights. Except as otherwise provided by the GeneralCorporation Law of the State of Delaware or by the certificate of incorporation of the corporationor any
2

 
amendments thereto and subject to Section 3 of Article VI hereof, everystockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or byproxy for each share of common stock held by such stockholder.     Section 10.Proxies. Each stockholder entitled to vote at a meeting ofstockholders or to express consent or dissent to corporate action in writing without a meeting mayauthorize another person or persons to act for him or her by proxy, but no such proxy shall bevoted or acted upon after three (3) years from its date, unless the proxy provides for a longerperiod. A duly elected proxy shall be irrevocable if it states that it is irrevocable and if, andonly as long as, it is coupled with an interest sufficient in law to support an irrevocable power.A proxy may be made irrevocable regardless of whether the interest with which it is coupled is aninterest in the stock itself or an interest in the corporation generally. Any proxy is suspendedwhen the person executing the proxy is present at a meeting of stockholders and elects to vote,except that when such proxy is coupled with an interest and the fact of the interest appears on theface of the proxy, the agent named in the proxy shall have all voting and other rights referred toin the proxy, notwithstanding the presence of the person executing the proxy. At each meeting ofthe stockholders, and before any voting commences, all proxies filed at or before the meeting shallbe submitted to and examined by the secretary or a person designated by the secretary, and noshares may be represented or voted under a proxy that has been found to be invalid or irregular.     Section 11.Action by Written Consent. Unless otherwise provided in thecertificate of incorporation, any action required to be taken at any annual or special meeting ofstockholders of the corporation, or any action which may be taken at any annual or special meetingof such stockholders, may be taken without a meeting, without prior notice and without a vote, if aconsent or consents in writing, setting forth the action so taken and bearing the dates ofsignature of the stockholders who signed the consent or consents, shall be signed by the holders ofoutstanding stock having not less than the minimum number of votes that would be necessary toauthorize or take such action at a meeting at which all shares entitled to vote thereon werepresent and voted and shall be delivered to the corporation by delivery to its registered office inthe state of Delaware, or the corporation’s principal place of business, or an officer or agent ofthe corporation having custody of the book or books in which proceedings of meetings of thestockholders are recorded. Delivery made to the corporation’s registered office shall be by hand orby certified or registered mail, return receipt requested or by facsimile or electronic mail, withconfirmation of receipt. All consents properly delivered in accordance with this Section shall bedeemed to be recorded when so delivered. No written consent shall be effective to take thecorporate action referred to therein unless, within sixty (60) days of the earliest dated consentdelivered to the corporation as required by this Section, written consents signed by the holders ofa sufficient number of shares to take such corporate action are so recorded. Prompt notice of thetaking of the corporate action without a meeting by less than unanimous written consent shall begiven to those stockholders who have not consented in writing. Any action taken pursuant to suchwritten consent or consents of the stockholders shall have the same force and effect as if taken bythe stockholders at a meeting thereof.
3

 
**ARTICLE III****DIRECTORS**     Section 1.General Powers. The business and affairs of the corporation shallbe managed by or under the direction of the board of directors.     Section 2.Number, Election and Term of Office. The number of directors whichshall constitute the first board shall be four (4). The directors shall be elected by a pluralityof the votes of the shares present in person or represented by proxy at the meeting and entitled tovote in the election of directors in compliance with the provisions of that certain StockholdersAgreement, dated on or about May 4, 2005, among Capella Holdings, Inc., a Delaware corporation, andcertain of its stockholders (the “Stockholders Agreement”); provided that at such time asthe Stockholders Agreement is no longer in effect, such number shall be subject to change by thevote of holders of a majority of the shares then entitled to vote at an election of directors. Thedirectors shall be elected in this manner at the annual meeting of the stockholders, except asprovided in Section 4 of this Article III. Each director elected shall hold officeuntil a successor is duly elected and qualified or until his or her earlier death, resignation orremoval as hereinafter provided.     Section 3.Removal and Resignation. The directors shall only be removed as setforth in the Stockholders Agreement; provided that at such time as the Stockholders Agreement is nolonger in effect, any director or the entire board of directors may be removed at any time, with orwithout cause, by the holders of a majority of the shares then entitled to vote at an election ofdirectors. Whenever the holders of any class or series are entitled to elect one or more directorsby the provisions of the corporation’s certificate of incorporation or the Stockholders Agreement,the provisions of this Section shall apply, in respect to the removal without cause of a directoror directors so elected, to the vote of the holders of the outstanding shares of that class orseries and not to the vote of the outstanding shares as a whole. Any director may resign at anytime upon written notice to the corporation.     Section 4.Vacancies. Except as otherwise provided in the Certificate ofincorporation of the corporation, board vacancies and newly created directorships resulting fromany increase in the authorized number of directors shall be filled by as provided in theStockholders Agreement; provided that any time the Stockholders Agreement is no longer in effect,such vacancies and newly created directorships shall be filled by a majority of the directors thenin office, though less than a quorum, or by a sole remaining director. Notwithstanding theforegoing, any such vacancy shall automatically reduce the number of directors *pro tanto*, untilsuch time as the holders of the class of common stock which was entitled to elect the directorwhose office is vacant shall have exercised their right to elect a director to fill such vacancy,whereupon the number of directors shall automatically be increased *pro tanto*. Each director sochosen shall hold office until a successor is duly elected and qualified or until his or herearlier death, resignation or removal as herein provided.     Section 5.Annual Meetings. The annual meeting of each newly elected board ofdirectors shall be held, without other notice than this by-law, immediately after and at the sameplace as, the annual meeting of stockholders.
4

 
     Section 6.Other Meetings and Notice. Regular meetings, other than the annualmeeting, of the board of directors may be held without notice at such time and at such place asshall from time to time be determined by resolution of the board. Special meetings of the board ofdirectors may be called by or at the request of the president or any two (2) directors on at leasttwenty-four (24) hours notice to each director, either personally, by telephone, by mail, or bytelegraph, facsimile or electronic mail.     Section 7.Quorum, Required Vote and Adjournment. A majority of the totalnumber of directors then in office (and excluding any vacancies) shall constitute a quorum for thetransaction of business. The vote of a majority of directors present at a meeting at which a quorumis present shall be the act of the board of directors. If a quorum shall not he present at anymeeting of the board of directors, the directors present thereat may adjourn the meeting from timeto time, without notice other than announcement at the meeting, until a quorum shall be present.     Section 8.Committees. The directors may designate one or more committees asset forth in the Stockholders Agreement; provided that at such time as the Stockholders Agreementis no longer in effect, the board of directors may, by resolution passed by a majority of the wholeboard, designate one or more committees, each committee to consist of one or more of the directorsof the corporation, which to the extent provided in such resolution or these by-laws shall have andmay exercise the powers of the board of directors in the management and affairs of the corporationexcept as otherwise limited by law. The board of directors may designate one or more directors asalternate members of any committee, who may replace any absent or disqualified member at anymeeting of the committee. Such committee or committees shall have such name or names as may bedetermined from time to time by resolution adopted by the board of directors. Each committee shallkeep regular minutes of its meetings and report the same to the board of directors when required.     Section 9.Committee Rules. Subject to compliance with the StockholdersAgreement while it remains in effect, each committee of the board of directors may fix its ownrules of procedure and shall hold its meetings as provided by such rules, except as may otherwisebe provided by a resolution of the board of directors designating such committee. Unless otherwiseprovided in such a resolution, the presence of at least a majority of the members of the committeeshall be necessary to constitute a quorum. In the event that a member and that member’s alternate,if alternates are designated by the board of directors as provided in Section 8 of thisArticle III, of such committee is or are absent or disqualified, the member or membersthereof present at any meeting and not disqualified from voting, whether or not such member ormembers constitute a quorum, may unanimously appoint another member of the board of directors toact at the meeting in place of any such absent or disqualified member.     Section 10.Communications Equipment. Members of the board of directors or anycommittee thereof may participate in and act at any meeting of such board or committee through theuse of a conference telephone or other communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in the meeting pursuant to thisSection shall constitute presence in person at the meeting.
5

 
     Section 11.Waiver of Notice and Presumption of Assent. Any member of theboard of directors or any committee thereof who is present at a meeting shall be conclusivelypresumed to have waived notice of such meeting except when such member attends for the expresspurpose of objecting at the beginning of the meeting to the transaction of any business because themeeting is not lawfully called or convened. Such member shall be conclusively presumed to haveassented to any action taken unless his or her dissent shall be entered in the minutes of themeeting or unless his or her written dissent to such action shall be filed with the person actingas the secretary of the meeting before the adjournment thereof or shall be forwarded by registeredmail to the secretary of the corporation immediately after the adjournment of the meeting. Suchright to dissent shall not apply to any member who voted in favor of such action.     Section 12.Action by Written Consent. Unless otherwise restricted by thecertificate of incorporation, any action required or permitted to be taken at any meeting of theboard of directors, or of any committee thereof, may be taken without a meeting if all members ofthe board or committee, as the case may be, consent thereto in writing or by electronictransmission, and the writing or writings or electronic transmission or transmissions are filedwith the minutes of proceedings of the board or committee. Such filing shall be in paper form ifthe minutes are maintained in paper form and shall be in electronic form if the minutes aremaintained in electronic form.**ARTICLE IV****OFFICERS**     Section 1.Number. The officers of the corporation shall be elected by theboard of directors and shall consist of at least a chief executive officer and secretary and mayconsist of a chairman, a president, one or more vice-presidents, a chief financial officer, one ormore assistant secretaries, a treasurer and such other officers and assistant officers as may bedeemed necessary or desirable by the board of directors. Any number of offices may be held by thesame person. In its discretion, the board of directors may choose not to fill any office for anyperiod as it may deem advisable.     Section 2.Election and Term of Office. The officers of the corporation shallbe elected annually by the board of directors at its first meeting held after each annual meetingof stockholders or as soon thereafter as such meeting may conveniently be held. Vacancies may befilled or new offices created and filled at any meeting of the board of directors. Each officershall hold office until a successor is duly elected and qualified or until his or her earlierdeath, resignation or removal as hereinafter provided.     Section 3.Removal. Any officer or agent elected by the board of directors maybe removed by the board of directors whenever in its judgment the best interests of the corporationwould be served thereby, but such removal shall be without prejudice to the contract rights, ifany, of the person so removed.     Section 4.Vacancies. Any vacancy occurring in any office because of death,resignation, removal, disqualification or otherwise, may be filled by the board of directors forthe unexpired portion of the term by the board of directors then in office.
6

 
     Section 5.Compensation. Compensation of all officers shall be fixed by theboard of directors, and no officer shall be prevented from receiving such compensation by virtue ofhis or her also being a director of the corporation.     Section 6.Chairman of the Board. The chairman of the board shall preside atall meetings of the board of directors and stockholders and shall have such other powers andperform such other duties as may be prescribed by the board of directors or provided in theseby-laws.     Section 7.Chief Executive Officer. The chief executive officer shall, subjectto the powers of the board of directors, be in the general and active charge of the entirebusiness, affairs and property of the corporation, and shall be its chief policy making officer.Whenever the president is unable to serve, by reason of sickness, absence or otherwise, the chiefexecutive officer shall perform all the duties and responsibilities and exercise all of the powersof the president.     Section 8.President. The president of the corporation, subject to the powersof the board of directors and the chief executive officer, shall have general charge of thebusiness, affairs and property of the corporation, and control over its officers, agents andemployees; and shall see that all orders and resolutions of the board of directors are carried intoeffect. The president shall execute bonds, mortgages and other contracts which the board ofdirectors have authorized to be executed, except where required or permitted by law to be otherwisesigned and executed or except where the signing and execution thereof shall be expressly delegatedby the board of directors to some other officer or agent of the corporation. The president shallhave such other powers and perform such other duties as may be prescribed by the chief executiveofficer or the board of directors or as may be provided in these by-laws.     Section 9.Chief Financial Officer. The chief financial officer of theCorporation shall, under the direction of the chief executive officer, be responsible for allfinancial and accounting matters of the corporation. The chief financial officer shall have suchother powers and such other duties as may be prescribed by the chief executive officer, thepresident or the board of directors or as may be provided in these by-laws.     Section 10.Vice-presidents. The vice-president, or if there shall be morethan one, the vice-presidents in the order determined by the board of directors, shall, in theabsence or disability of the president, act with all of the powers and be subject to all therestrictions of the president. The vice-presidents shall also perform such other duties and havesuch other powers as the board of directors, the chief executive officer, the president or theseby-laws may, from time to time, prescribe.     Section 11.The Secretary and Assistant Secretaries. The secretary shallattend all meetings of the board of directors, all meetings of the committees thereof and allmeetings of the stockholders and record all the proceedings of the meetings in a book or books tobe kept for that purpose. Under the chief executive officer’s supervision, the secretary shallgive, or cause to be given, all notices required to be given by these by-laws or by law; shall havesuch powers and perform such duties as the board of directors, the chief executive officer, thepresident or these by-laws may, from time to time, prescribe; and shall have custody of thecorporate seal of the
7

 
corporation. The secretary, or an assistant secretary, shall have authority to affix thecorporate seal to any instrument requiring it and when so affixed, it may be attested by his or hersignature or by the signature of such assistant secretary. The board of directors may give generalauthority to any other officer to affix the seal of the corporation and to attest the affixing byhis or her signature. The assistant secretary, or if there be more than one, the assistantsecretaries in the order determined by the board of directors, shall, in the absence or disabilityof the secretary, perform the duties and exercise the powers of the secretary and shall performsuch other duties and have such other powers as the board of directors, the chief executiveofficer, the president, or the secretary may, from time to time, prescribe.     Section 12.The Treasurer and Assistant Treasurer. The treasurer shall havethe custody of the corporate funds and securities; shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the corporation; shall deposit all monies andother valuable effects in the name and to the credit of the corporation as may be ordered by theboard of directors; shall cause the funds of the corporation to be disbursed when suchdisbursements have been duly authorized, taking proper vouchers for such disbursements; and shallrender to the chief executive officer and the board of directors, at its regular meeting or whenthe board of directors so requires, an account of the corporation; shall have such powers andperform such duties as the board of directors, the chief executive officer, the president or theseby-laws may, from time to time, prescribe. If required by the board of directors, the treasurershall give the corporation a bond (which shall be rendered every six (6) years) in such sums andwith such surety or sureties as shall be satisfactory to the board of directors for the faithfulperformance of the duties of the office of treasurer and for the restoration to the corporation, incase of death, resignation, retirement, or removal from office, of all books, papers, vouchers,money, and other property of whatever kind in the possession or under the control of the treasurerbelonging to the corporation. The assistant treasurer, or if there shall be more than one, theassistant treasurers in the order determined by the board of directors, shall in the absence ordisability of the treasurer, perform the duties and exercise the powers of the treasurer. Theassistant treasurers shall perform such other duties and have such other powers as the board ofdirectors, the chief executive officer, the president or treasurer may, from time to time,prescribe.     Section 13.Other Officers, Assistant Officers and Agents. Officers, assistantofficers and agents, if any, other than those whose duties are provided for in these by-laws, shallhave such authority and perform such duties as may from time to tune be prescribed by resolution ofthe board of directors.     Section 14.Absence or Disability of Officers. In the case of the absence ordisability of any officer of the corporation and of any person hereby authorized to act in suchofficer’s place during such officer’s absence or disability, the board of directors may byresolution delegate the powers and duties of such officer to any other officer or to any director,or to any other person whom it may select.
8

 
**ARTICLE V****INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS**     Section 1.Nature of Indemnity. Each person who was or is made a party or isthreatened to be made a party to or is involved in any action, suit or proceeding, whether civil,criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact thathe or she, or a person of whom he or she is the legal representative, is or was a director orofficer, of the corporation or is or was serving at the request of the corporation as a director,officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture,trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullestextent which it is empowered to do so by the General Corporation Law of the State of Delaware, asthe same exists or may hereafter be amended against all expense, liability and loss (includingattorneys’ fees actually and reasonably incurred by such person in connection with such proceeding)and such indemnification shall inure to the benefit of his or her heirs, executors andadministrators; provided, however, that, except as provided in Section 2 hereof,the corporation shall indemnify any such person seeking indemnification in connection with aproceeding initiated by such person only if such proceeding was authorized by the board ofdirectors of the corporation. The corporation may, by action of its board of directors, provideindemnification to employees and agents of the corporation with the same scope and effect as theforegoing indemnification of directors and officers.     Section 2.Procedure for Indemnification of Directors and Officers. Anyindemnification of a director or officer of the corporation under Section 1 of thisArticle V or advance of expenses under Section 5 of this Article V shall bemade promptly, and in any event within thirty (30) days, upon the written request of the directoror officer; provided, however, that no payment of any indemnification claim shallbe made prior to the approval of such payment by the board of directors. If a determination by thecorporation that the director or officer is entitled to indemnification pursuant to thisArticle V is required, and the corporation fails to respond within sixty (60) days to awritten request for indemnity, the corporation shall be deemed to have approved the request. If thecorporation denies a written request for indemnification or advancing of expenses, in whole or inpart, or if payment in full pursuant to such request is not made within thirty (30) days, the rightto indemnification or advances as granted by this Article V shall be enforceable by thedirector or officer in any court of competent jurisdiction. Such person’s costs and expensesincurred in connection with successfully establishing his or her right to indemnification, in wholeor in part, in any such action shall also be indemnified by the corporation. It shall be a defenseto any such action (other than an action brought to enforce a claim for expenses incurred indefending any proceeding in advance of its final disposition where the required undertaking, ifany, has been tendered to the corporation) that the claimant has not met the standards of conductwhich make it permissible under the General Corporation Law of the State of Delaware for thecorporation to indemnify the claimant for the amount claimed, but the burden of such defense shallbe on the corporation. Neither the failure of the corporation (including its board of directors,independent legal counsel, or its stockholders) to have made a determination prior to thecommencement of such action that indemnification of the claimant is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in the General CorporationLaw of the State of Delaware, nor an actual determination by the corporation (including its boardof directors,
9

 
independent legal counsel, or its stockholders) that the claimant has not met such applicablestandard of conduct, shall be a defense to the action or create a presumption that the claimant hasnot met the applicable standard of conduct.     Section 3.Article Not Exclusive. The rights to indemnification and thepayment of expenses incurred in defending a proceeding in advance of its final dispositionconferred in this Article V shall not be exclusive of any other right which any person mayhave or hereafter acquire under any statute, provision of the certificate of incorporation, by-law,agreement, vote of stockholders or disinterested directors or otherwise.     Section 4.Insurance. The corporation may purchase and maintain insurance onits own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary,or agent of the corporation or was serving at the request of the corporation as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or otherenterprise against any liability asserted against him or her and incurred by him or her in any suchcapacity, whether or not the corporation would have the power to indemnify such person against suchliability under this Article V.     Section 5.Expenses. Reasonable expenses incurred by any person described inSection 1 of this Article V who was, is or is threatened to be made a nameddefendant or respondent in a proceeding shall be paid by the corporation in advance of suchproceeding’s final disposition upon receipt of an undertaking by or on behalf of the director orofficer to repay such amount if it shall ultimately be determined that he or she is not entitled tobe indemnified by the corporation; provided that, except as otherwise determined by the board ofdirectors, no expenses shall be paid by the corporation pursuant to this Section 5 inadvance of the final disposition of a proceeding if the party initiating the proceeding is thecorporation, any of its subsidiaries or any of their respective stockholders. Such expensesincurred by other employees and agents may be so paid upon such terms and conditions, if any, asthe board of directors deems appropriate.     Section 6.Employees and Agents. Persons who are not covered by the foregoingprovisions of this Article V and who are or were employees or agents of the corporation, orwho are or were serving at the request of the corporation as employees or agents of anothercorporation, partnership, joint venture, trust or other enterprise, may be indemnified to theextent authorized at any time or from time to time by the board of directors.     Section 7.Contract Rights. The provisions of this Article V shall bedeemed to be a contract right between the corporation and each director or officer who serves inany such capacity at any time while this Article V and the relevant provisions of theGeneral Corporation Law of the State of Delaware or other applicable law are in effect, and anyrepeal or modification of this Article V or any such law shall not affect any rights orobligations then existing with respect to any state of facts or proceeding then existing.     Section 8.Merger or Consolidation. For purposes of this Article V,references to “the corporation” shall include, in addition to the resulting corporation, anyconstituent corporation (including any constituent of a constituent) absorbed in a consolidation ormerger which, if its separate existence had continued, would have had power and authority toindemnify its directors, officers, and employees or agents, so that any person who is or was adirector, officer, employee
10

 
or agent of such constituent corporation, or is or was serving at the request of suchconstituent corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, shall stand in the same position under thisArticle V with respect to the resulting or surviving corporation as he or she would havewith respect to such constituent corporation if its separate existence had continued.**ARTICLE VI****CERTIFICATES OF STOCK**     Section 1.Form. Every holder of stock in the corporation shall be entitled tohave a certificate, signed by, or in the name of the corporation by the chairman, the chiefexecutive officer, the president, the chief financial officer or a vice-president and the secretaryor an assistant secretary of the corporation, certifying the number of shares owned by such holderin the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistanttransfer agent other than the corporation or its employee or (2) by a registrar, other than thecorporation or its employee, the signature of any such chairman, chief executive officer,president, chief financial officer, vice-president, secretary, or assistant secretary may befacsimiles. In case any officer or officers who have signed, or whose facsimile signature orsignatures have been used on, any such certificate or certificates shall cease to be such officeror officers of the corporation whether because of death, resignation or otherwise before suchcertificate or certificates have been delivered by the corporation, such certificate orcertificates may nevertheless be issued and delivered as though the person or persons who signedsuch certificate or certificates or whose facsimile signature or signatures have been used thereonhad not ceased to be such officer or officers of the corporation. All certificates for shares shallbe consecutively numbered or otherwise identified. The name of the person to whom the sharesrepresented thereby are issued, with the number of shares and date of issue, shall be entered onthe books of the corporation. Shares of stock of the corporation shall only be transferred on thebooks of the corporation by the holder of record thereof or by such holder’s attorney dulyauthorized in writing, upon surrender to the corporation of the certificate or certificates forsuch shares endorsed by the appropriate person or persons, with such evidence of the authenticityof such endorsement, transfer, authorization, and other matters as the corporation may reasonablyrequire, and accompanied by all necessary stock transfer stamps. In that event, it shall be theduty of the corporation to issue a new certificate to the person entitled thereto, cancel the oldcertificate or certificates, and record the transaction on its books. The board of directors mayappoint a bank or trust company organized under the laws of the United States or any state thereofto act as its transfer agent or registrar, or both in connection with the transfer of any class orseries of securities of the corporation.     Section 2.Lost Certificates. The board of directors may direct a newcertificate or certificates to be issued in place of any certificate or certificates previouslyissued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of anaffidavit of that fact by the person claiming the certificate of stock to be lost, stolen, ordestroyed. When authorizing such issue of a new certificate or certificates, the board of directorsmay, in its discretion and as a condition precedent to the issuance thereof, require the owner ofsuch lost, stolen, or destroyed certificate or certificates, or his or her legal representative, togive the corporation a bond sufficient to indemnify the corporation against any claim that may bemade
11

 
against the corporation on account of the loss, theft or destruction of any such certificateor the issuance of such new certificate.     Section 3.Fixing a Record Date for Stockholder Meetings. In order that thecorporation may determine the stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, the board of directors may fix a record date, which recorddate shall not precede the date upon which the resolution fixing the record date is adopted by theboard of directors, and which record date 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, therecord date for determining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be the close of business on the next day preceding the day on which notice isgiven, or if notice is waived, at the close of business on the day next preceding the day on whichthe meeting is held. A determination of stockholders of record entitled to notice of or to vote ata meeting of stockholders 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 4.Fixing a Record Date for Action by Written Consent. In order thatthe corporation may determine the stockholders entitled to consent to corporate action in writingwithout a meeting, the board of directors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted by the board ofdirectors, and which date shall not be more than ten (10) days after the date upon which theresolution fixing the record date is adopted by the board of directors. If no record date has beenfixed by the board of directors, the record date for determining stockholders entitled to consentto corporate action in writing without a meeting, when no prior action by the board of directors isrequired by statute, shall be the first date on which a signed written consent setting forth theaction taken or proposed to be taken is delivered to the corporation by delivery to its registeredoffice in the State of Delaware, its principal place of business, or an officer or agent of thecorporation having custody of the book in which proceedings of meetings of stockholders arerecorded. Delivery made to the corporation’s registered office shall be by hand or by certified orregistered mail, return receipt requested or by facsimile or electronic mail, with confirmation ofreceipt. If no record date has been fixed by the board of directors and prior action by the boardof directors is required by statute, the record date for determining stockholders entitled toconsent to corporate action in writing without a meeting shall be at the close of business on theday on which the board of directors adopts the resolution taking such prior action.     Section 5.Fixing a Record Date for Other Purposes. In order that thecorporation may determine the stockholders entitled to receive payment of any dividend or otherdistribution or allotment or any rights or the stockholders entitled to exercise any rights inrespect of any change, conversion or exchange of stock, or for the purposes of any other lawfulaction, the board of directors may fix a record date, which record date shall not precede the dateupon which the resolution fixing the record date is adopted, and which record date shall be notmore than sixty (60) days prior to such action. If no record date is fixed, the record date fordetermining stockholders for any such purpose shall be at the close of business on the day on whichthe board of directors adopts the resolution relating thereto.     Section 6.Registered Stockholders. Prior to the surrender to the corporationof the certificate or certificates for a share or shares of stock with a request to record thetransfer of
12

 
such share or shares, the corporation may treat the registered owner as the person entitled toreceive dividends, to vote, to receive notifications, and otherwise to exercise all the rights andpowers of an owner. The corporation shall not be bound to recognize any equitable or other claim toor interest in such share or shares on the part of any other person, whether or not it shall haveexpress or other notice thereof.     Section 7.Subscriptions for Stock. Unless otherwise provided for in thesubscription agreement, subscriptions for shares shall be paid in full at such time, or in suchinstallments and at such limes, as shall be determined by the board of directors. Any call made bythe board of directors for payment on subscriptions shall be uniform as to all shares of the sameclass or as to all shares of the same series. In case of default in the payment of any installmentor call when such payment is due, the corporation may proceed to collect the amount due in the samemanner as any debt due the corporation.**ARTICLE VII****GENERAL PROVISIONS**     Section 1.Dividends. Dividends upon the capital stock of the corporation,subject to the provisions of the certificate of incorporation, if any, may be declared by the boardof directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, inproperty, or in shares of the capital stock, subject to the provisions of the certificate ofincorporation. Before payment of any dividend, there may be set aside out of any funds of thecorporation available for dividends such sum or sums as the directors from time to time, in theirabsolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the corporation, or any other purposeand the directors may modify or abolish any such reserve in the manner in which it was created.     Section 2.Checks, Drafts or Orders. All checks, drafts, or other orders forthe payment of money by or to the corporation and all notes and other evidences of indebtednessissued in the name of the corporation shall be signed by such officer or officers, agent or agentsof the corporation, and in such manner, as shall be determined by resolution of the board ofdirectors or a duly authorized committee thereof.     Section 3.Contracts. The board of directors may authorize any officer orofficers, or any agent or agents, of the corporation to enter into any contract or to execute anddeliver any instrument in the name of and on behalf of the corporation, and such authority may begeneral or confined to specific instances.     Section 4.Loans. The corporation may lend money to, or guarantee anyobligation of, or otherwise assist any officer or other employee of the corporation or of itssubsidiary, including any officer or employee who is a director of the corporation or itssubsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance mayreasonably be expected to directly or indirectly benefit the corporation. The loan, guaranty orother assistance may be with or without interest, and may be unsecured, or secured in such manneras the board of directors shall approve, including, without limitation, a pledge of shares of stockof the
13

 
corporation. Nothing in this Section shall be deemed to deny, limit or restrict the powers ofguaranty or warranty of the corporation at common law or under any statute.     Section 5.Fiscal Year. The fiscal year of the corporation shall be fixed byresolution of the board of directors.     Section 6.Corporate Seal. The board of directors may provide a corporate sealwhich shall be in the form of a circle and shall have inscribed thereon the name of the corporationand the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereofto be impressed or affixed or reproduced or otherwise.     Section 7.Voting Securities Owned By Corporation. Voting securities in anyother corporation held by the corporation shall be voted by the chief executive officer, unless theboard of directors specifically confers authority to vote with respect thereto, which authority maybe general or confined to specific instances, upon some other person or officer. Any personauthorized to vote securities shall have the power to appoint proxies, with general power ofsubstitution.     Section 8.Inspection of Books and Records. Any stockholder of record, inperson or by attorney or other agent, shall, upon written demand under oath stating the purposethereof and upon not less than five (5) business days prior notice, have the right during the usualhours for business to inspect for any proper purpose the corporation’s stock ledger, a list of itsstockholders, and its other books and records, and to make copies or extracts therefrom. A properpurpose shall mean any purpose reasonably related to such person’s interest as a stockholder. Inevery instance where an attorney or other agent shall be the person who seeks the right toinspection, the demand under oath shall be accompanied by a power of attorney or such other writingwhich authorizes the attorney or other agent to so act on behalf of the stockholder. The demandunder oath shall be directed to the corporation at its registered office in the State of Delawareor at its principal place or business.     Section 9.Section Readings. Section headings in these by-laws are forconvenience of reference only and shall not be given any substantive effect in limiting orotherwise construing any provision herein.     Section 10.Inconsistent Provisions. In the event that any provision of theseby-laws is or becomes inconsistent with any provision of the corporation’s certificate ofincorporation, the General Corporation Law of the State of Delaware, any other applicable law, orany stockholders agreement in effect from time to time by and among the corporation and one or moreother stockholders of the corporation, including the Stockholders Agreement (as the same may beamended from time to time pursuant to the terms thereof), the provision of these by-laws shall notbe given any effect to the extent of such inconsistency but shall otherwise be given full force andeffect.
14

 
**ARTICLE VIII****AMENDMENTS**     Subject to the provisions of the Stockholders Agreement, these by-laws may be amended,altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majorityvote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred uponthe board of directors shall not divest the stockholders of the same power.
15