Exhibit 3.2

BYLAWSOFIMMUCOR, INC.Amended and Restated as of August 16, 2007

 

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BYLAWSOFIMMUCOR, INC.

TABLE OF CONTENTS

|                                           |                                         | **Page** |
|------------------------------------------------|----------------------------------------------|----------|
| ARTICLE I Office                               | 1                                            |
| 1.1                                            | Registered  Office and Agent.                | 1        |
| 1.2                                            | Principal  Office.                           | 1        |
| 1.3                                            | Other  Offices.                              | 1        |
| ARTICLE II Shareholders’  Meetings        | 1                                            |
| 2.1                                            | Place  of Meetings.                          | 1        |
| 2.2                                            | Annual  Meetings.                            | 1        |
| 2.3                                            | Special  Meetings.                           | 2        |
| 2.4                                            | Notice  of Meetings.                         | 2        |
| 2.5                                            | Waiver  of Notice.                           | 2        |
| 2.6                                            | Voting  Group; Quorum; Vote Required to Act. | 2        |
| 2.7                                            | Voting  of Shares.                           | 3        |
| 2.8                                            | Proxies.                                     | 3        |
| 2.9                                            | Presiding  Officer.                          | 3        |
| 2.10                                           | Adjournments.                                | 3        |
| 2.11                                           | Conduct  of the Meeting.                     | 4        |
| 2.12                                           | Action  of Shareholders Without a Meeting.   | 4        |
| 2.13                                           | Matters  Considered at Annual Meetings.      | 5        |
| ARTICLE III Board of  Directors                | 5                                            |
| 3.1                                            | General  Powers.                             | 5        |
| 3.2                                            | Number,  Election and Term of Office.        | 5        |
| 3.3                                            | Removal  of Directors.                       | 5        |
| 3.4                                            | Vacancies.                                   | 6        |
| 3.5                                            | Compensation.                                | 6        |
| 3.6                                            | Chairman  of the Board.                      | 6        |
| 3.7                                            | Committees  of the Board of Directors.       | 6        |
| 3.8                                            | Qualification  of Directors.                 | 6        |
| 3.9                                            | Certain  Nomination Requirements.            | 6        |
| ARTICLE  IV Meetings of the Board of Directors | 7                                            |
| 4.1                                            | Regular  Meetings.                           | 7        |
| 4.2                                            | Special  Meetings.                           | 7        |
| 4.3                                            | Place  of Meetings.                          | 7        |
| 4.4                                            | Notice  of Meetings.                         | 7        |
| 4.5                                            | Quorum.                                      | 7        |
| 4.6                                            | Vote  Required for Action.                   | 8        |
| 4.7                                            | Participation  by Conference Telephone.      | 8        |
| 4.8                                            | Action  by Directors Without a Meeting.      | 8        |
| 4.9                                            | Adjournments.                                | 8        |
| 4.10                                           | Waiver  of Notice.                           | 8        |
|                                                |                                              |          |  |

 

 

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| 4.11                                    | Conduct  of Meetings.                                     | 8  |
|-----------------------------------------|-----------------------------------------------------------|----|
| ARTICLE V Officers                      | 9                                                         |
| 5.1                                     | Offices.                                                  | 9  |
| 5.2                                     | Term.                                                     | 9  |
| 5.3                                     | Compensation.                                             | 9  |
| 5.4                                     | Removal.                                                  | 9  |
| 5.5                                     | Chief  Executive Officer.                                 | 9  |
| 5.6                                     | President.                                                | 9  |
| 5.7                                     | Vice  Presidents.                                         | 10 |
| 5.8                                     | Secretary.                                                | 10 |
| 5.9                                     | Treasurer.                                                | 10 |
| ARTICLE VI Distributions  and Dividends | 10                                                        |
| ARTICLE VII Shares                      | 11                                                        |
| 7.1                                     | Shares  with or without Certificates.                     | 11 |
| 7.2                                     | Rights  of Corporation with Respect to Registered Owners. | 11 |
| 7.3                                     | Transfers  of Shares.                                     | 11 |
| 7.4                                     | Duty  of Corporation to Register Transfer.                | 11 |
| 7.5                                     | Lost,  Stolen, or Destroyed Certificates.                 | 12 |
| 7.6                                     | Fixing  of Record Date.                                   | 12 |
| 7.7                                     | Record  Date if None Fixed.                               | 12 |
| ARTICLE VIII Indemnification            | 12                                                        |
| 8.1                                     | Indemnification  of Directors.                            | 12 |
| 8.2                                     | Indemnification  of Officers and Others.                  | 13 |
| 8.3                                     | Subsidiaries.                                             | 13 |
| 8.4                                     | Determination.                                            | 14 |
| 8.5                                     | Advances.                                                 | 14 |
| 8.6                                     | Non-Exclusivity;  Continuing Benefits.                    | 14 |
| 8.7                                     | Insurance.                                                | 15 |
| 8.8                                     | Notice.                                                   | 15 |
| 8.9                                     | Security.                                                 | 15 |
| 8.10                                    | Amendment.                                                | 15 |
| 8.11                                    | Agreements.                                               | 15 |
| 8.12                                    | Successors.                                               | 16 |
| 8.13                                    | Additional  Indemnification.                              | 16 |
| ARTICLE IX Miscellaneous                | 16                                                        |
| 9.1                                     | Inspection  of Books and Records.                         | 16 |
| 9.2                                     | Fiscal  Year.                                             | 16 |
| 9.3                                     | Corporate  Seal.                                          | 16 |
| 9.4                                     | Annual  Statements.                                       | 16 |
| 9.5                                     | Notice.                                                   | 16 |
| ARTICLE X Amendments                    | 17                                                        |

 

 

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BYLAWSOFIMMUCOR, INC.

 

 
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References inthese Bylaws to “Articles of Incorporation” are to the Articles ofIncorporation of Immucor, Inc., a Georgia corporation (the “Corporation”), asamended and restated from time to time.

All of these Bylaws aresubject to contrary provisions, if any, of the Articles of Incorporation(including provisions designating the preferences, limitations, and relativerights of any class or series of shares), the Georgia Business Corporation Code(the “Code”), and other applicable law, as in effect on and after the effectivedate of these Bylaws.  References inthese Bylaws to “Sections” shall refer to sections of the Bylaws, unlessotherwise indicated.
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# **ARTICLE I**

# ** **

# **Office**

 

**1.1****                              ****Registered Office andAgent**. The Corporation shall maintain a registered office and shall have aregistered agent whose business office is the same as the registered office.

**1.2****                              ****Principal Office.** The principal office of the Corporation shall be at the place designatedin the Corporation’s annual registration with the Georgia Secretary of State.

**1.3****                              ****Other Offices.** In addition to its registered office and principal office, theCorporation may have offices at other locations either in or outside the Stateof Georgia.

# **ARTICLE II**

# ** **

# **Shareholders’Meetings**

##  

**2.1****                              ****Place of Meetings.** Meetings of the Corporation’s shareholders may be held at any locationinside or outside the State of Georgia designated by the Board of Directors orany other person or persons who properly call the meeting, or if the Board ofDirectors or such other person or persons do not specify a location, at theCorporation’s principal office.

**2.2****                              ****Annual Meetings.** The Corporation shall hold an annual meeting of shareholders, at a timedetermined by the Board of Directors, to elect directors and to transact anybusiness that properly may come before the meeting.  The annual meeting may be combined with anyother meeting of shareholders, whether annual or special.

 

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**2.3****                              ****Special Meetings.** Special meetings of shareholders of one or more classes or series of theCorporation’s shares may be called at any time by the Board of Directors, theChairman of the Board, or the Chief Executive Officer and shall be called bythe Corporation upon the written request (in compliance with applicablerequirements of the Code) of the holders of shares representing fifty percent(50%) or more of the votes entitled to be cast on each issue proposed to beconsidered at the special meeting.  Thebusiness that may be transacted at any special meeting of shareholders shall belimited to that proposed in the notice of the special meeting given inaccordance with Section 2.4 (including related or incidental matters that maybe necessary or appropriate to effectuate the proposed business).

**2.4****                              ****Notice of Meetings.** In accordance with Section 9.5 and subject to waiver by a shareholderpursuant to Section 2.5, the Corporation shall give written notice of the date,time, and place of each annual and special shareholders’ meeting no fewer than10 days nor more than 60 days before the meeting date to each shareholder ofrecord entitled to vote at the meeting. The notice of an annual meeting need not state the purpose of themeeting unless these Bylaws require otherwise. The notice of a special meeting shall state the purpose for which themeeting is called.  If an annual orspecial shareholders’ meeting is adjourned to a different date, time, orlocation, the Corporation shall give shareholders notice of the new date, time,or location of the adjourned meeting, unless a quorum of shareholders waspresent at the meeting and information regarding the adjournment was announcedbefore the meeting was adjourned; provided, however, that if a new record dateis or must be fixed in accordance with Section 7.6, the Corporation must givenotice of the adjourned meeting to all shareholders of record as of the newrecord date who are entitled to vote at the adjourned meeting.

**2.5****                              ****Waiver of Notice.**  Ashareholder may waive any notice required by the Code, the Articles of Incorporation,or these Bylaws, before or after the date and time of the matter to which thenotice relates, by delivering to the Corporation a written waiver of noticesigned by the shareholder entitled to the notice.  In addition, a shareholder’s attendance at ameeting shall be (a) a waiver of objection to lack of notice or defectivenotice of the meeting unless the shareholder at the beginning of the meetingobjects to holding the meeting or transacting business at the meeting, and (b)a waiver of objection to consideration of a particular matter at the meetingthat is not within the purpose stated in the meeting notice, unless theshareholder objects to considering the matter when it is presented.  Except as otherwise required by the Code,neither the purpose of nor the business transacted at the meeting need bespecified in any waiver.

### **2.6**                 Voting Group; Quorum; Vote Required to Act.

#### a.           Unless otherwise required by the Codeor the Articles of Incorporation, all classes or series of the Corporation’sshares entitled to vote generally on a matter shall for that purpose beconsidered a single voting group (a “Voting Group”).  If either the Articles of Incorporation orthe Code requires separate voting by two or more Voting Groups on a matter,action on that matter is taken only when voted upon by each such Voting Groupseparately.  At all meetings ofshareholders, any Voting Group entitled to vote on a matter may take action onthe matter only if a quorum of that Voting Group exists at the meeting, and ifa quorum exists, the Voting Group may take action on the matter notwithstandingthe absence of a quorum of any other Voting Group that may be entitled to voteseparately on the matter.  Unless theArticles of Incorporation, these Bylaws, or the Code provides otherwise, thepresence (in person or by 

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#### proxy) of sharesrepresenting a majority of votes entitled to be cast on a matter by a VotingGroup shall constitute a quorum of that Voting Group with regard to thatmatter.  Once a share is present at anymeeting other than solely to object to holding the meeting or transactingbusiness at the meeting, the share shall be deemed present for quorum purposesfor the remainder of the meeting and for any adjournments of that meeting,unless a new record date for the adjourned meeting is or must be set pursuantto Section 7.6 of these Bylaws.

#### b.           Except as provided in Section 3.4, ifa quorum exists, action on a matter by a Voting Group is approved by thatVoting Group if the votes cast within the Voting Group favoring the actionexceed the votes cast opposing the action, unless the Articles ofIncorporation, a provision of these Bylaws that has been adopted pursuant toSection 14-2-1021 of the Code (or any successor provision), or the Coderequires a greater number of affirmative votes.

**2.7****                              ****Voting of Shares.** Unless otherwise required by the Code or the Articles of Incorporation,each outstanding share of any class or series having voting rights shall beentitled to one vote on each matter that is submitted to a vote ofshareholders.

**2.8****                              ****Proxies.**  Ashareholder entitled to vote on a matter may vote in person or by proxypursuant to an appointment executed in writing by the shareholder or by hisattorney-in-fact.  An appointment of aproxy shall be valid for 11 months from the date of its execution, unless alonger or shorter period is expressly stated in the proxy.

**2.9****                              ****Presiding Officer.** Except as otherwise provided in this Section 2.9, the Chairman of theBoard, and if there is no Chairman of the Board or in his absence or disabilitythe Chief Executive Officer, shall preside at every shareholders’ meeting (andany adjournment thereof) as its chairman, if either of them is present andwilling to serve.  If neither the Chairmanof the Board nor the Chief Executive Officer is present and willing to serve aschairman of the meeting, then a majority of the Corporation’s directors presentat the meeting shall designate a person to serve as chairman.  If no director of the Corporation is presentat the meeting or if a majority of the directors who are present cannot beestablished, then a chairman of the meeting shall be selected by a majorityvote of (a) the shares present at the meeting that would be entitled to vote inan election of directors, or (b) if no such shares are present at the meeting,then the shares present at the meeting comprising the Voting Group with thelargest number of shares present at the meeting and entitled to vote on amatter properly proposed to be considered at the meeting.  The chairman of the meeting may designateother persons to assist with the meeting.

**2.10****                       ****Adjournments.** At any meeting of shareholders (including an adjourned meeting), amajority of shares of any Voting Group present and entitled to vote at themeeting (whether or not those shares constitute a quorum) may adjourn themeeting, but only with respect to that Voting Group, to reconvene at a specifictime and place.  If more than one VotingGroup is present and entitled to vote on a matter at the meeting, then themeeting may be continued with respect to any such Voting Group that does notvote to adjourn as provided above, and such Voting Group may proceed to vote onany matter to which it is otherwise entitled to do so; provided, however, thatif (a) more than one Voting Group is required to take action on a matter at themeeting and (b) any one of those Voting Groups votes to adjourn the meeting (inaccordance with the preceding sentence), then the action shall not be deemed tohave been taken 

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until therequisite vote of any adjourned Voting Group is obtained at its reconvenedmeeting.  The only business that may betransacted at any reconvened meeting is business that could have been transactedat the meeting that was adjourned, unless further notice of the adjournedmeeting has been given in compliance with the requirements for a specialmeeting that specifies the additional purpose or purposes for which the meetingis called.  Nothing contained in thisSection 2.10 shall be deemed or otherwise .construed to limit any lawfulauthority of the chairman of a meeting to adjourn the meeting.

**2.11****                       ****Conduct of the Meeting.** At any meeting of shareholders, the chairman of the meeting shall be entitledto establish the rules of order governing the conduct of business at themeeting.

**2.12****                       ****Action of ShareholdersWithout a Meeting.**  Action required or permitted tobe taken at a meeting of shareholders may be taken without a meeting if theaction is taken by all shareholders entitled to vote on the action or, ifpermitted by the Articles of Incorporation, by persons who would be entitled tovote at a meeting shares having voting power to cast the requisite number ofvotes (or numbers, in the case of voting by groups) that would be necessary toauthorize or take the action at a meeting at which all shareholders entitled tovote were present and voted.  The actionmust be evidenced by one or more written consents describing the action taken,signed by shareholders entitled to take action without a meeting, and deliveredto the Corporation for inclusion in the minutes or filing with the corporaterecords.  Where required by Section14-2-704 or other applicable provision of the Code, the Corporation shall provideshareholders with written notice of actions taken without a meeting.

 

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**2.13****                       ****Matters Considered atAnnual Meetings.**  Notwithstanding anything to the contrary inthese Bylaws, the only business that may be conducted at an annual meeting ofshareholders shall be business brought before the meeting (a) by or at thedirection of the Board of Directors or (b) by a shareholder of the Corporationwho is entitled to vote with respect to the business and who complies with thenotice procedures set forth in this Section 2.13.  For business to be brought properly before anannual meeting by a shareholder, the shareholder must have given timely noticeof the business in writing to the Secretary of the Corporation.  To be timely, a shareholder’s notice must bedelivered or mailed to and received at the principal offices of the Corporationnot later than 60 days before the date that corresponds to the date of theCorporation’s proxy materials for the prior year’s annual meeting ofshareholders.  A shareholder’s notice tothe Secretary shall set forth a brief description of each matter of businessthe shareholder proposes to bring before the meeting and the reasons forconducting that business at the meeting; the name, as it appears on theCorporation’s books, and address of the shareholder proposing the business; theseries or class and number of shares of the Corporation’s capital stock thatare beneficially owned by the shareholder; and any material interest of theshareholder in the proposed business. The chairman of the meeting shall have the discretion to declare to themeeting that any business proposed by a shareholder to be considered at themeeting is out of order and that such business shall not be transacted at themeeting if (i) the chairman concludes that the matter has been proposed in amanner inconsistent with this Section 2.13 or (ii) the chairman concludes thatthe subject matter of the proposed business is inappropriate for considerationby the shareholders at the meeting.

# **ARTICLE III**

# ** **

# **Board of Directors**

** **

**3.1****                              ****General Powers.** All corporate powers shall be exercised by or under the authority of,and the business and affairs of the Corporation shall be managed by, the Boardof Directors, subject to any limitation set forth in the Articles ofIncorporation, in bylaws approved by the shareholders, or in agreements amongall the shareholders that are otherwise lawful.

**3.2****                              ****Number, Election and Termof Office.**  The number of directors of the Corporationshall be fixed by resolution of the Board of Directors from time to time and,until otherwise so fixed, shall be seven (7), and in no event shall be morethan thirteen (13); provided, however, that no decrease in the number ofdirectors shall have the effect of shortening the term of an incumbentdirector.  Except as provided elsewherein this Section 3.2 and in Section 3.4, the directors whose terms expire inaccordance with Article Ninth of the Articles of Incorporation shall be electedat each annual meeting of shareholders, or at a special meeting of shareholderscalled for purposes that include the election of directors, by a plurality ofthe votes cast by the shares entitled to vote and present at the meeting.  Despite the expiration of a director’s term,he shall continue to serve until his successor, if there is to be any, has beenelected and has qualified.

**3.3****                              ****Removal of Directors.** Subject to the rights, if any, of the holders of Preferred Stock thenoutstanding, any or all of the directors of the Corporation may be removed fromoffice at any time, but only for cause, provided that directors elected by aparticular Voting Group may be removed only by the shareholders in that VotingGroup.  Removal action may be 

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taken only at ashareholders’ meeting for which notice of the removal action has beengiven.  A removed director’s successor,if any, may be elected at the same meeting to serve the unexpired term.

**3.4****                              ****Vacancies.**  Avacancy occurring in the Board of Directors may be filled for the unexpiredterm, unless the shareholders have elected a successor, by the affirmative voteof a majority of the remaining directors, whether or not the remainingdirectors constitute a quorum; provided, however, that if the vacant office washeld by a director elected by a particular Voting Group, only the holders ofshares of that Voting Group or the remaining directors elected by that VotingGroup shall be entitled to fill the vacancy; provided further, however, that ifthe vacant office was held by a director elected by a particular Voting Groupand there is no remaining director elected by that Voting Group, the otherremaining directors or director (elected by another Voting Group or Groups) mayfill the vacancy during an interim period before the shareholders of thevacated director’s Voting Group act to fill the vacancy.  A vacancy or vacancies in the Board ofDirectors may result from the death, resignation, disqualification, or removalof any director, or from an increase in the number of directors.

**3.5****                              ****Compensation.** Directors may receive such compensation for their services as directorsas may be fixed by the Board of Directors from time to time.  A director may also serve the Corporation inone or more capacities other than that of director and receive compensation forservices rendered in those other capacities.

**3.6****                              ****Chairman of the Board.** The Board of Directors may elect a Chairman of the Board from among itsmembers.  The Chairman of the Board, ifone is elected, shall preside at and serve as chairman of meetings of theshareholders and of the Board of Directors. The Chairman of the Board shall perform other duties and have otherauthority as may from time to time be delegated by the Board of Directors.

**3.7****                              ****Committees of the Board ofDirectors****.**  The Board of Directors may designate fromamong its members an executive committee or one or more other standing or adhoc committees, each consisting of one or more directors, who serve at thepleasure of the Board of Directors. Subject to the limitations imposed by the Code, each committee shallhave the authority set forth in the resolution establishing the committee or inany other resolution of the Board of Directors specifying, enlarging, orlimiting the authority of the committee.

**3.8****                              ****Qualification ofDirectors.**  No person elected to serve as a director ofthe Corporation shall assume office and begin serving unless and until dulyqualified to serve, as determined by reference to the Code, the Articles ofIncorporation, and any further eligibility requirements established in theseBylaws.

**3.9****                              ****Certain NominationRequirements.**  No person may be nominated for election as adirector at any annual or special meeting of shareholders unless (a) thenomination has been or is being made pursuant to a recommendation or approvalof the Board of Directors of the Corporation or a properly constitutedcommittee of the Board of Directors previously delegated authority to recommendor approve nominees for director; (b) the person is nominated by a shareholderof the Corporation who is entitled to vote for the election of the nominee atthe subject meeting, and the nominating shareholder has furnished writtennotice to the Secretary of 

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the Corporation,at the Corporation’s principal office, not later than 60 days before the datethat corresponds to the date of the Corporation’s proxy materials for the prioryear’s annual meeting of shareholders, and the notice (i) sets forth withrespect to the person to be nominated his or her name, age, business andresidence addresses, principal business or occupation during the past fiveyears, any affiliation with or material interest in the Corporation or anytransaction involving the Corporation, and any affiliation with or materialinterest in any person or entity having an interest materially adverse to theCorporation, and (ii) is accompanied by the sworn or certified statement of theshareholder that the nominee has consented to being nominated and that theshareholder believes the nominee will stand for election and will serve ifelected; or (c) (i) the person is nominated to replace a person previouslyidentified as a proposed nominee (in accordance with the provisions of subpart(b) of this Section 3.9) who has since become unable or unwilling to benominated or to serve if elected, (ii) the shareholder who furnished suchprevious identification makes the replacement nomination and delivers to theSecretary of the Corporation (at the time of or prior to making the replacementnomination) an affidavit or other sworn statement affirming that theshareholder had no reason to believe the original nominee would be so unable orunwilling, and (iii) such shareholder also furnishes in writing to the Secretaryof the Corporation (at the time of or prior to making the replacementnomination) the same type of information about the replacement nominee asrequired by subpart (b) of this Section 3.9 to have been furnished about theoriginal nominee.  The chairman of anymeeting of shareholders at which one or more directors are to be elected, forgood cause shown and with proper regard for the orderly conduct of business atthe meeting, may waive in whole or in part the operation of this Section 3.9.

# **ARTICLE IV**

# ** **

# **Meetings of theBoard of Directors**

 

**4.1****                              ****Regular Meetings.**  Aregular meeting of the Board of Directors shall be held in conjunction witheach annual meeting of shareholders.  Inaddition, the Board of Directors may, by prior resolution, hold regular meetingsat other times.

**4.2****                              ****Special Meetings.** Special meetings of the Board of Directors may be called by or at therequest of the Chairman of the Board, the Chief Executive Officer, or any twodirectors in office at that time.

**4.3****                              ****Place of Meetings.** Directors may hold their meetings at any place in or outside the Stateof Georgia that the Board of Directors may establish from time to time.

**4.4****                              ****Notice of Meetings.** Directors need not be provided with notice of any regular meeting of theBoard of Directors.  Unless waived inaccordance with Section 4.10, the Corporation shall give at least two days’notice to each director of the date, time, and place of each specialmeeting.  Notice of a meeting shall bedeemed to have been given to any director in attendance at any prior meeting atwhich the date, time, and place of the subsequent meeting was announced.

**4.5****                              ****Quorum.** At meetings of the Board of Directors, a majority of the directors thenin office shall constitute a quorum for the transaction of business.

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**4.6****                              ****Vote Required for Action.** If a quorum is present when a vote is taken, the vote of a majority ofthe directors present at the time of the vote will be the act of the Board ofDirectors, unless the vote of a greater number is required by the Code, theArticles of Incorporation, or these Bylaws. A director who is present at a meeting of the Board of Directors whencorporate action is taken is deemed to have assented to the action taken unless(a) he objects at the beginning of the meeting (or promptly upon his arrival)to holding the meeting or transacting business at it; (b) his dissent orabstention from the action taken is entered in the minutes of the meeting; or(c) he delivers written notice of his dissent or abstention to the presidingofficer of the meeting before its adjournment or to the Corporation immediatelyafter adjournment of the meeting.  Theright of dissent or abstention is not available to a director who votes infavor of the action taken.

**4.7****                              ****Participation byConference Telephone.**  Members of the Board ofDirectors may participate in a meeting of the Board by means of conferencetelephone or similar communications equipment through which all personsparticipating may hear and speak to each other. Participation in a meeting pursuant to this Section 4.7 shall constitutepresence in person at the meeting.

**4.8****                              ****Action by DirectorsWithout a Meeting.**  Any action required orpermitted to be taken at any meeting of the Board of Directors may be takenwithout a meeting if the action is taken by all members of the Board ofDirectors.  The action must be evidencedby one or more consents in writing or by electronic transmission describing theaction taken, signed by each director and delivered to the Corporation forinclusion in the minutes or filing with the corporate records.  The consent may be executed in counterparts,and shall have the same force and effect as a unanimous vote of the Board ofDirectors at a duly convened meeting.

**4.9****                              ****Adjournments.**  Ameeting of the Board of Directors, whether or not a quorum is present, may beadjourned by a majority of the directors present to reconvene at a specifictime and place.  It shall not benecessary to give notice to the directors of the reconvened meeting or of thebusiness to be transacted, other than by announcement at the meeting that wasadjourned, unless a quorum was not present at the meeting that was adjourned,in which case notice shall be given to directors in the same manner as for aspecial meeting.  At any such reconvenedmeeting at which a quorum is present, any business may be transacted that couldhave been transacted at the meeting that was adjourned.

**4.10****                       ****Waiver of Notice.**  Adirector may waive any notice required by the Code, the Articles ofIncorporation, or these Bylaws before or after the date and time of the matterto which the notice relates, by a written waiver signed by the director anddelivered to the Corporation for inclusion in the minutes or filing with thecorporate records.  Attendance by adirector at a meeting shall constitute waiver of notice of the meeting exceptwhere a director at the beginning of the meeting (or promptly upon his arrival)objects to holding the meeting or to transacting business at the meeting anddoes not thereafter vote for or assent to action taken at the meeting.

**4.11****                       ****Conduct of Meetings.** The Chairman of the Board, if one is elected, shall preside at and serveas chairman of meetings of the Board of Directors.  If there is no Chairman of the Board, or inhis absence or disability, then a majority of the Corporation’s directorspresent at the meeting shall designate a person to serve as chairman of themeeting.  At any meeting of the 

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Board of Directors,the chairman of the meeting shall be entitled to establish the rules of ordergoverning the conduct of business at the meeting.

# **ARTICLEV**

# ** **

# **Officers**

 

**5.1****                              ****Offices.** The officers of the Corporation shall consist of a President, aSecretary, and a Treasurer, and may include a Chief Executive Officer separatefrom the President, each of whom shall be elected or appointed by the Board ofDirectors.  The Board of Directors fromtime to time may, or may authorize the Chief Executive Officer to, create andestablish the duties of other offices and may, or may authorize the ChiefExecutive Officer to, elect or appoint, or authorize specific senior officersto appoint, the persons who shall hold such other offices, including one ormore Vice Presidents (including Executive Vice Presidents, Senior VicePresidents, Assistant Vice Presidents, and the like), one or more AssistantSecretaries, and one or more Assistant Treasurers.  Whether or not so provided by the Board ofDirectors, the Chief Executive Officer may appoint one or more AssistantSecretaries and one or more Assistant Treasurers.  Any two or more offices may be held by thesame person.

**5.2****                              ****Term.** Each officer shall serve at the pleasure of the Board of Directors (or,if appointed by the Chief Executive Officer or a senior officer pursuant tothis Article Five, at the pleasure of the Board of Directors, the ChiefExecutive Officer, or the senior officer authorized to have appointed theofficer) until his death, resignation, or removal, or until his replacement iselected or appointed in accordance with this Article Five.

**5.3****                              ****Compensation.** The compensation of all officers of the Corporation shall be fixed bythe Board of Directors or by a committee or officer appointed by the Board ofDirectors.  Officers may serve withoutcompensation.

**5.4****                              ****Removal.** All officers (regardless of how elected or appointed) may be removed,with or without cause, by the Board of Directors, and any officer appointed bythe Chief Executive Officer or another senior officer may also be removed, withor without cause, by the Chief Executive Officer or by any senior officerauthorized to have appointed the officer to be removed.  Removal will be without prejudice to thecontract rights, if any, of the person removed, but shall be effectivenotwithstanding any damage claim that may result from infringement of suchcontract rights.

**5.5****                              ****Chief Executive Officer.** The Chief Executive Officer (if there be one) shall be charged with thegeneral and active management of the Corporation, shall see that all orders andresolutions of the Board of Directors are carried into effect, shall have theauthority to select and appoint employees and agents of the Corporation.  The Chief Executive Officer shall perform anyother duties and have any other authority as may be delegated from time to timeby the Board of Directors, and shall be subject to the limitations fixed fromtime to time by the Board of Directors.

**5.6****                              ****President.** If there shall be no separate Chief Executive Officer of theCorporation, then the President shall be the chief executive officer of theCorporation and shall have all the

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duties andauthority given under these Bylaws to the Chief Executive Officer.  The President shall otherwise be the chiefoperating officer of the Corporation and shall, subject to the authority of theChief Executive Officer, have responsibility for the conduct and generalsupervision of the business operations of the Corporation.  The President shall perform such other dutiesand have such other authority as may from time to time be delegated by theBoard of Directors or the Chief Executive Officer.  In the absence or disability of the ChiefExecutive Officer, the President shall perform the duties and exercise the powersof the Chief Executive Officer.

**5.7****                              ****Vice Presidents.** The Vice President (if there be one) shall, in the absence or disabilityof the President, perform the duties and exercise the powers of the President,whether the duties and powers are specified in these Bylaws or otherwise.  If the Corporation has more than one VicePresident, the one designated by the Board of Directors or the Chief ExecutiveOfficer (in that order of precedence) shall act in the event of the absence ordisability of the President.  VicePresidents shall perform any other duties and have any other authority as fromtime to time may be delegated by the Board of Directors, the Chief ExecutiveOfficer, or the President.

**5.8****                              ****Secretary.** The Secretary shall be responsible for preparing minutes of the meetingsof shareholders, directors, and committees of directors and for authenticatingrecords of the Corporation.  TheSecretary or any Assistant Secretary shall have authority to give all notices requiredby law or these Bylaws.  The Secretaryshall be responsible for the custody of the corporate books, records,contracts, and other documents.  TheSecretary or any Assistant Secretary may affix the corporate seal to anylawfully executed documents requiring it, may attest to the signature of anyofficer of the Corporation, and shall sign any instrument that requires theSecretary’s signature.  The Secretary orany Assistant Secretary shall perform any other duties and have any otherauthority as from time to time may be delegated by the Board of Directors, theChief Executive Officer, or the President.

**5.9****                              ****Treasurer.** Unless otherwise provided by the Board of Directors, the Treasurer shallbe responsible for the custody of all funds and securities belonging to theCorporation and for the receipt, deposit, or disbursement of these funds andsecurities under the direction of the Board of Directors.  The Treasurer shall cause full and trueaccounts of all receipts and disbursements to be maintained and shall makereports of these receipts and disbursements to the Board of Directors, theChief Executive Officer and President upon request.  The Treasurer or Assistant Treasurer shallperform any other duties and have any other authority as from time to time maybe delegated by the Board of Directors, the Chief Executive Officer, or thePresident.

# **ARTICLE VI**

# ** **

# **Distributions andDividends**

 

Unless the Articles ofIncorporation provide otherwise, the Board of Directors, from time to time inits discretion, may authorize or declare distributions or share dividends inaccordance with the Code.

 

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# **ARTICLE VII**

 

# **Shares**

 

**7.1****                              ****Shares with or withoutCertificates.**  The Corporation may issue shares in theCorporation with or without certificates. All certificates representing shares of the Corporation shall be in suchform as the Board of Directors from time to time may adopt in accordance withthe Code.  Share certificates shall be inregistered form and shall indicate the date of issue, the name of theCorporation, that the Corporation is organized under the laws of the State ofGeorgia, the name of the shareholder, and the number and class of shares anddesignation of the series, if any, represented by the certificate.  Each certificate shall be signed by the Presidentor a Vice President  (or in lieu thereof,by the Chief Executive Officer, if there be one) and may be signed by theSecretary or an Assistant Secretary; provided, however, that where thecertificate is signed (either manually or by facsimile) by a transfer agent, orregistered by a registrar, the signatures of those officers may befacsimiles.  Within a reasonable timeafter the issue or transfer of shares without certificates, the Corporationshall send the holder of such shares a written statement as prescribed by theCode.

**7.2****                              ****Rights of Corporation withRespect to Registered Owners.**  Prior to duepresentation for transfer of registration of its shares, the Corporation maytreat the registered owner of the shares (or the beneficial owner of the sharesto the extent of any rights granted by a nominee certificate on file with theCorporation pursuant to any procedure that may be established by theCorporation in accordance with the Code) as the person exclusively entitled tovote the shares, to receive any dividend or other distribution with respect tothe shares, and for all other purposes; and the Corporation shall not be boundto recognize any equitable or other claim to or interest in the  shares on the  part of any  other person,  whether or not it hasexpress or other  notice of such a claimor interest, except as otherwise provided by law.

**7.3****                              ****Transfers of Shares.** Transfers of shares shall be made upon the books of the Corporation keptby the Corporation or by the transfer agent designated to transfer the shares,only upon direction of the person named in the certificate (or, with respect touncertificated shares, the registered owner of such shares) or by an attorneylawfully constituted in writing. Before any new certificate is issued or beforeany transfer of uncertificated shares is registered, any old certificate shallbe surrendered for cancellation or, in the case of a certificate alleged tohave been lost, stolen, or destroyed, the provisions of Section 7.5 of theseBylaws shall have been complied with.

**7.4****                              ****Duty of Corporation toRegister Transfer.**  Notwithstanding any of theprovisions of Section 7.3 of these Bylaws, the Corporation is under a duty toregister the transfer of its shares only if: (a) the share certificate, if any,is endorsed by the appropriate person or persons;  (b) reasonable assurance is given that eachrequired endorsement or other instruction is genuine and authorized; (c) theCorporation has no duty to inquire into adverse claims or has discharged anysuch duty; (d) any applicable law relating to the collection of taxes has beencomplied with; (e) the transfer is in fact rightful or is to a bona fidepurchaser; and (f) the transfer is in compliance with applicable provisions ofany transfer restrictions of which the Corporation shall have notice.

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**7.5****                              ****Lost, Stolen, or DestroyedCertificates.**  Any person claiming a share certificate to belost, stolen, or destroyed shall make an affidavit or affirmation of this claimin such a manner as the Corporation may require and shall, if the Corporationrequires, give the Corporation a bond of indemnity in form and amount, and withone or more sureties satisfactory to the Corporation, as the Corporation mayrequire, whereupon an appropriate new certificate may be issued in lieu of theone alleged to have been lost, stolen or destroyed.

**7.6****                              ****Fixing of Record Date.** For the purpose of determining shareholders (a) entitled to notice of orto vote at any meeting of shareholders or, if necessary, any adjournmentthereof, (b) entitled to receive payment of any distribution or dividend, or(c) for any other proper purpose, the Board of Directors may fix in advance adate as the record date. The record date may not be more than 70 days (and, inthe case of a notice to shareholders of a shareholders’ meeting, not less than10 days) prior to the date on which the particular action, requiring thedetermination of shareholders, is to be taken. A separate record date may beestablished for each Voting Group entitled to vote separately on a matter at ameeting.  A determination of shareholdersof record entitled to notice of or to vote at a meeting of shareholders shallapply to any adjournment of the meeting, unless the Board of Directors shallfix a new record date for the reconvened meeting, which it must do if themeeting is adjourned to a date more than 120 days after the date fixed for theoriginal meeting.

**7.7****                              ****Record Date if None Fixed.** If no record date is fixed as provided in Section 7.6, then the recorddate for any determination of shareholders that may be proper or required bylaw shall be, as appropriate, the date on which notice of a shareholders’meeting is mailed, the date on which the Board of Directors adopts a resolutiondeclaring a dividend or authorizing a distribution, or the date on which anyother action is taken that requires a determination of shareholders.

# **ARTICLE VIII**

# **Indemnification**

 

**8.1****                              ****Indemnification ofDirectors.**  The Corporation shall indemnify and holdharmless any person (an “Indemnified Person”) who was or is a party, or isthreatened to be made a party, to any threatened, pending or completed action,suit, or proceeding, whether civil, criminal, administrative, or investigative(including any action or suit by or in the right of the corporation) by reasonof the fact that he is or was a director of the corporation, against expenses(including, but not limited to, attorney’s fees and disbursements, court costsand expert witness fees), and against any judgments, fines, and amounts paid insettlement actually and reasonably incurred by him in connection with suchaction, suit or proceeding; provided, that no indemnification shall be made inrespect of (a) expenses, judgments, fines and amounts paid in settlement attributableto (i) any appropriation, in violation of such person’s duty to thecorporation, of any business opportunity of the corporation, (ii) acts oromissions not in good faith or which involved intentional misconduct or aknowing violation of law, (iii) liability under Section 14-2-832 of the GeorgiaBusiness Corporation Code, and (iv) any transaction from which such personderived an improper personal benefit, or (b) any other judgments, fines andamounts paid in settlement to the extent that such amounts do not exceedliability limits, if any, set forth in the corporation’s  articles of incorporation.

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### **8.2**                 Indemnification of Officers and Others.

#### a.           The Board of Directors shall have thepower to cause the Corporation to provide to officers, employees, and agents ofthe Corporation all or any part of the right to indemnification and otherrights of the type provided under Sections 8.1, 8.5, and 8.11 of this ArticleEight (subject to the conditions, limitations, and obligations specifiedtherein, but not subject however to the limitation imposed under clause (b) ofSection 8.1 of this Article Eight), upon a resolution to that effectidentifying officers, employees, or agents (by position or name) and specifyingthe particular rights provided, which may be different for each of theofficers, employees and agents identified. Each officer, employee, or agent of the Corporation so identified shallbe an “Indemnified Person” for purposes of the provisions of this ArticleEight.

#### b.           The Corporation shall indemnify andhold harmless each officer identified as an executive officers in theCorporation’s reports and filings with the United States Securities andExchange Commission (an “Executive Officer”) who was or is a party, or isthreatened to be made a party, to any threatened, pending or completed action,suit, or proceeding, whether civil, criminal, administrative, or investigative(including any action or suit by or in the right of the corporation) by reasonof the fact that he is or was an officer or agent of the corporation, againstexpenses (including, but not limited to, attorney’s fees and disbursements,court costs and expert witness fees), and against any judgments, fines, andamounts paid in settlement actually and reasonably incurred by him inconnection with such action, suit or proceeding; provided, that noindemnification shall be made in respect of expenses, judgments, fines andamounts paid in settlement attributable to (i) any appropriation, in violationof such person’s duty to the corporation, of any business opportunity of thecorporation, (ii) acts or omissions not in good faith or which involvedintentional misconduct or a knowing violation of law, (iii) liability underSection 14-2-832 of the Georgia Business Corporation Code, and (iv) anytransaction from which such person derived an improper personal benefit.  Each Executive Officer shall be an “IndemnifiedPerson” for purposes of the provisions of this Article Eight.

**8.3****                              ****Subsidiaries.** The Board of Directors shall have the power to cause the Corporation toprovide to any director, officer, employee, or agent of the Corporation whoalso is a director, officer, trustee, general partner, employee, or agent of aSubsidiary (as defined below), all or any part of the right to indemnificationand other rights of the type provided under Sections 8.1, 8.2, 8.5, and 8.11 ofthis Article Eight (subject to the conditions, limitations, and obligationsspecified therein with regard to amounts actually and reasonably incurred bysuch person by reason of the fact that he is or was a director, officer,trustee, general partner, employee or agent of the Subsidiary.  The Board of Directors shall exercise suchpower, if at all, through a resolution identifying the person or persons to beindemnified (by position or name) and the Subsidiary (by name or otherclassification), and specifying the particular rights provided, which may bedifferent for each of the directors, officers, employees and agents identified.  Each person so identified shall be an “IndemnifiedPerson” for purposes of the provisions of this Article Nine.  As used in this Article Nine, “Subsidiary”shall mean (i) another corporation, joint venture, trust, partnership orunincorporated business association more than twenty percent (20%) of thevoting capital stock or other voting equity interest of which was, at or afterthe time the circumstances giving rise to such action, suit or proceedingarose, owned, directly or indirectly, by the corporation, or (ii) a nonprofitcorporation which receives its principal financial support from the corporationor its subsidiaries.

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**8.4****                              ****Determination.** Notwithstanding any judgment, order, settlement, conviction, or plea inany action, suit or proceeding of the kind referred to in Section 8.1 ofthis  Article  Eight, an Indemnified  Person shall beentitled to indemnification as provided in such Section 8.1 unless adetermination that such Indemnified Person is not entitled to suchindemnification (because of the applicability of clause (a) or (b) of suchSection 8.1) shall be made (i) by the Board of Directors by a majority vote ofa quorum consisting of directors who are not seeking the benefits of suchindemnification; or (ii) if such quorum is not obtainable, or, even ifobtainable if a quorum of such disinterested directors so directs, in a writtenopinion by independent legal counsel (which counsel may be the outside legalcounsel regularly employed or retained by the corporation); or (iii) if aquorum cannot be obtained under (i) above and in the absence of a writtenopinion by independent legal counsel by majority vote or consent of a committeeduly designated by the Board of Directors (in which designation interesteddirectors may participate), consisting solely of one or more directors who arenot seeking the benefit of such indemnification.  Provided, however, that notwithstanding anydetermination pursuant to the preceding sentence, if such determination shall havebeen made at a time that the members of the Board of Directors, so serving whenthe events upon which such Indemnified Person’s liability has been basedoccurred, no longer constitute a majority of the members of the Board ofDirectors, then such Indemnified Person shall nonetheless be entitled toindemnification as set forth in such Section 8.1 unless the Company shall carrythe burden of proving, in an action before any court of competent jurisdiction,that such Indemnified Person is not entitled to indemnification because of theapplicability of clause (a) or (b) of such Section 8.1.

**8.5****                              ****Advances.** Expenses (including, but not limited to, attorneys’ fees anddisbursements, court costs, and expert witness fees) incurred by theIndemnified Person in defending any action, suit or proceeding of the kinddescribed in Section 8.1 or 8.2 hereof shall be paid by the Corporation inadvance of the final disposition of such action, suit or proceeding only upon:(i) the Indemnified Person delivering the affirmation and the undertakingdescribed in subparagraph (c) of Section 856 of the Code (whether or not suchIndemnified Person is a director), and (ii) the Board of Directors shall nothave made a determination, (any such determination to be made in the manner describedin Section 8.4 of these Bylaws), that the person seeking indemnification is notentitled to indemnification because such person’s conduct constitutes behaviorof the type described in either clauses (a) or (b) of Section 8.1 of theseBylaws or clauses (i), (ii), (iii) or (iv) of Section 8.2(b) of theseBylaws.  The Corporation may make theadvances contemplated by this Section 8.5 regardless of the Indemnified Person’sfinancial ability to make repayment. Advances and undertakings to repaypursuant to this Section 8.5 shall be on such terms and conditions as the Boardof Directors shall determine from time to time, and may be unsecured andinterest-free.

**8.6****                              ****Non-Exclusivity;Continuing Benefits.**  The indemnification andadvancement of expenses provided by this Article Eight shall not be deemedexclusive of any other rights to which a person seeking indemnification oradvancement of expenses may be entitled under any provision of the Articles ofIncorporation, or any Bylaw, resolution, agreement, vote of shareholders ordisinterested directors or otherwise, both as to actions in his officialcapacity and as to actions in another capacity while holding such office, andshall continue as to a person who has ceased to be a director, officer,employee or agent of the corporation, as the case may be, and shall inure tothe benefit of the heirs, executors and administrators of such a person.

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**8.7****                              ****Insurance.** The Corporation shall have the power to purchase and maintain insuranceon behalf of any person who is or was a director, officer, employee, or agentof the Corporation, or is or was serving at the request of the Corporation as adirector, officer, trustee, general partner, employee, or agent of another  corporation, nonprofit  corporation, joint venture, trust,partnership, unincorporated business association or other enterprise, againstany liability asserted against him and incurred by him in any such capacity, orarising out of his status as such, whether or not the Corporation would havethe power to indemnify him against such liability under the provisions of thisArticle Eight.

**8.8****                              ****Notice.** If any expenses or other amounts are paid by way of indemnification,otherwise than by court order or action by the shareholders or by an insurancecarrier pursuant to insurance maintained by the corporation, the corporationshall, not later than the next annual meeting of shareholders, unless suchmeeting is held within three (3) months from the date of such payment, and inany event, within fifteen (15) months from the date of such payment, send byfirst class mail to its shareholders of record at the time entitled to vote forthe election of directors a statement specifying the persons paid, the amountpaid and the nature and status at the time of such payment of the litigation orthreatened litigation.

**8.9****                              ****Security.** The Corporation may designate certain of its assets as collateral,provide self-insurance or otherwise secure its obligations under this ArticleEight, or under any indemnification agreement or plan of indemnificationadopted and entered into in accordance with the provisions of this ArticleEight, as the Board of Directors deems appropriate.

**8.10****                       ****Amendment.** Any amendment to this Article Eight that limits or otherwise adverselyaffects the right of indemnification, advancement of expenses, or other rightsof any Indemnified Person hereunder shall, as to such Indemnified Person, applyonly to claims, actions, or proceedings based on actions, events, or omissions(collectively, “Post Amendment Events”) occurring after such amendment andafter delivery of notice of such amendment to the Indemnified Person soaffected.  Any Indemnified Person shall,as to any claim, action, suit or proceeding based on actions, events, oromissions occurring prior to the date of receipt of such notice, be entitled tothe right of indemnification, advancement of expenses, and other rights underthis Article Eight to the same extent as had such provisions continued as partof the Bylaws of the Corporation without such amendment.  This Section 8.10 cannot be altered, amended,or repealed in a manner effective as to any Indemnified Person (except as toPost Amendment Events) without the prior written consent of such IndemnifiedPerson. The Board of Directors may not alter, amend or repeal any provision ofthis Article Eight in a manner that extends or enlarges the right of any personto indemnification or advancement of expenses hereunder, except with theapproval of the holders of a majority of all the shares of capital stock of thecorporation entitled to vote thereon at a meeting called for such purpose.

**8.11****                       ****Agreements.** The provisions of this Article Eight shall be deemed to constitute anagreement between the Corporation and each Person entitled to indemnificationhereunder.  In addition to the rightsprovided in this Article Eight, the Corporation shall have the power, uponauthorization by the Board of Directors, to enter into an agreement oragreements providing to any person who is or was a director, officer, employeeor agent of the Corporation indemnification rights substantially similar tothose provided in this Article Eight.

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**8.12****                       ****Successors.** For purposes of this Article Eight, the terms “Corporation” or “thisCorporation” shall include any corporation, joint venture, trust, partnership,or unincorporated business association which is the successor to all orsubstantially all of the business or assets of this Corporation, as a result ofmerger, consolidation, sale, liquidation, or otherwise, and any such successorshall be liable to the persons indemnified under this Article Eight on the sameterms and conditions and to the same extent as this Corporation.

**8.13****                       ****AdditionalIndemnification.**  In addition to the specific indemnificationrights set forth herein, the Corporation shall indemnify each of its directorsand officers to the full extent permitted by action of the Board of Directorswithout shareholder approval under the Code or other laws of the State ofGeorgia as in effect from time to time.

# **ARTICLE IX**

# ** **

# **Miscellaneous**

 

**9.1****                              ****Inspection of Books andRecords.**  The Board of Directors shall have the powerto determine which accounts, books, and records of the Corporation shall beavailable for shareholders to inspect or copy, except for those books andrecords required by the Code to be made available upon compliance by ashareholder with applicable requirements, and shall have the power to fixreasonable rules and regulations (including confidentiality restrictions andprocedures) not in conflict with applicable law for the inspection and copyingof accounts, books, and records that by law or by determination of the Board ofDirectors are made available.  Unlessrequired by the Code or otherwise provided by the Board of Directors, ashareholder of the Corporation holding less than two percent (2%) of the totalshares of the Corporation then outstanding shall have no right to inspect thebooks and records of the Corporation.

**9.2****                              ****Fiscal Year.** The Board of Directors is authorized to fix the fiscal year of theCorporation and to change the fiscal year from time to time as it deemsappropriate.

**9.3****                              ****Corporate Seal.** The corporate seal will be in such form as the Board of Directors mayfrom time to time determine.  The Boardof Directors may authorize the use of one or more facsimile forms of thecorporate seal.  The corporate seal neednot be used unless its use is required by law, by these Bylaws, or by theArticles of Incorporation.

**9.4****                              ****Annual Statements.** Not later than four months after the close of each fiscal year, and inany case prior to the next annual meeting of shareholders, the Corporationshall prepare (a) a balance sheet showing in reasonable detail the financialcondition of the Corporation as of the close of its fiscal year, and (b) aprofit and loss statement showing the results of its operations during itsfiscal year.  Upon receipt of writtenrequest, the Corporation promptly shall mail to any shareholder of record acopy of the most recent such balance sheet and profit and loss statement, insuch form and with such information as the Code may require.

### **9.5**                 Notice.

#### a.           Whenever these Bylaws require noticeto be given to any shareholder or to any director, the notice may be given bymail, in person, by courier delivery, by telephone, or by 

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#### telecopier, telegraph, orsimilar electronic means.  Whenevernotice is given to a shareholder or director by mail, the notice shall be sentby depositing the notice in a post office or letter box in a postage-prepaid,sealed envelope addressed to the shareholder or director at his or her addressas it appears on the books of the Corporation. Any such written notice given by mail shall be effective: (i) if givento shareholders, at the time the same is deposited in the United States mail;and (ii) in all other cases, at the earliest of (x) when received or whendelivered, properly addressed, to the addressee’s last known principal place ofbusiness or residence, (y) five days after its deposit in the mail, asevidenced by the postmark, if mailed with first-class postage prepaid andcorrectly addressed, or (z) on the date shown on the return receipt, if sent byregistered or certified mail, return receipt requested, and the receipt issigned by or on behalf of the addressee. Whenever notice is given to a shareholder or director by any means otherthan mail, the notice shall be deemed given when received.

#### b.           In calculating time periods fornotice, when a period of time measured in days, weeks, months, years, or other,measurement of time is prescribed for the exercise of any privilege or thedischarge of any duty, the first day shall not be counted but the last dayshall be counted.

# **ARTICLE X**

# ** **

# **Amendments**

 

Except as otherwiseprovided under the Code or in Article 8 hereof, the Board of Directors shallhave the power to alter, amend, or repeal these Bylaws or adopt newBylaws.  Any Bylaws adopted by the Boardof Directors may be altered, amended, or repealed, and new Bylaws adopted, bythe shareholders.  The shareholders mayprescribe in adopting any Bylaw or Bylaws that the Bylaw or Bylaws so adoptedshall not be altered, amended, or repealed by the Board of Directors.

 

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