**EXHIBIT 3.2**

**Amended and Restated as of**

**[11/30/07]**

**BY-LAWS**

**OF**

**INNOPHOS, INC.**

**A Delaware Corporation**

ARTICLE I 

OFFICES 

Section 1 Registered Office. The registered office of the corporation in theState of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington Delaware 19808, in the County of New Castle. The name of the corporation’s registered agent at such address shall be Corporation Service Company. The registeredoffice and/or registered agent of the corporation may be changed from time to time by action of the board of directors. 

Section 2Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require. 

ARTICLE II 

MEETINGS OF STOCKHOLDERS 

Section 1 Place and Time of Meetings. An annual meeting of the stockholders shall be held each year for the purpose ofelecting directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the president of the corporation.

Section 2 Special Meetings. Special meetings of stockholders may be called for any purpose (including, without limitation, thefilling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings maybe called at any time by two or more members of the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than fifty percent (50%) of the outstandingshares of any series or class of the corporation’s Capital Stock. 

 

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Section 3 Place of Meetings. The board of directors may designate any place, either within orwithout the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be theprincipal executive office of the corporation. 

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 of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 normore than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to bedelivered 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 the corporation. Attendance of a person at a meeting shall constitute a waiver ofnotice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully cal led or convened. 

Section 5 Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before everymeeting of the stockholders, a complete 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 each stockholder. Such listshall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held,which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and maybe inspected by any stockholder who is present. 

Section 6 Quorum. Except as otherwise provided by applicable law or by theCertificate of Incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares arerepresented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented. 

Section 7 Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if thetime and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more thanthirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 

Section 8 Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxyat the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required**,**in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy atthe meeting shall be the act of such class. 

Section 9 Voting Rights. Except as otherwise provided by the General CorporationLaw of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one votein person or by proxy for each share of common stock held by such stockholder. 

Section 10 Proxies. Each stockholder entitledto vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her 

 

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or it by proxy. Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact. No proxy shall be voted or actedupon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law tosupport an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. 

Section 11 Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at anyannual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consentsin writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled tovote, or if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation bydelivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders arerecorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall bedeemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effectiveto take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written Consents signed by the holders of a sufficient number of shares to take suchcorporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given 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 by the stockholders at a meeting thereof. 

ARTICLE III 

DIRECTORS 

Section 1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors. 

Section 2 Number, Election and Term of Office. The number of directors which shall constitute the first board shall be two (2). Thereafter, the number of directors shall be established from time to time byresolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in thismanner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation orremoval as hereinafter provided. 

Section 3 Removal and Resignation. Any director or the entire board of directors may beremoved at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions ofthe corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or 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 any time upon written notice to the corporation. 

Section 4 Vacancies. Except as otherwise provided by the Certificate of Incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized 

 

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number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon or by a majority ofthe members of the board of directors. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided. 

Section 5 Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-lawimmediately after, and at the same place as, the annual, meeting of stockholders. 

Section 6 Other Meetings and Notice. Regularmeetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may becalled by or at the request of the president or vice president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the president must call a special meeting onthe written request of at least a majority of the directors. 

Section 7 Quorum, Required Vote and Adjournment. A majority ofthe total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not bepresent at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 

Section 8 Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees,each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of thecorporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee orcommittees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 10 Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold itsmeetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of thecommittee shall 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 this Article III, of such committee is or areabsent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at themeeting in place of any such absent or disqualified member. 

Section 11 Communications Equipment. Members of the board ofdirectors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can heareach other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting. 

Section 12Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for theexpress purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or herdissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mailto the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action. 

 

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Section 13 Action by Written Consent. Unless otherwise restricted by the certificate ofincorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may he taken without a meeting if all members of the board or committee, as the case may be, consent thereto inwriting, and the writing or writings are filed with the minutes of proceedings of the board or committee. 

ARTICLE IV 

OFFICERS 

Section 1Number. The officers of the corporation shall be elected by the board of directors and may consist of a chairman, a president, one or more vice presidents, a secretary, 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 the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable. 

Section 2 Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its firstmeeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created andfilled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided. 

Section 3 Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgmentthe best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, 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 for the unexpired portion of the termby the board of directors then in office. 

Section 5 Compensation. Compensation of all officers shall be fixed by the board ofdirectors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation. 

Section 6 The Chairman of the Board. The chairman of the board, if one shall have been elected, shall be a member of the board, an officer of the Corporation, and, if present, shall preside at each meeting of the board ofdirectors or stockholders. The chairman of the board shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. He shall advise the president, and in the president’sabsence, other officers of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors. 

Section 7 Lead Independent Director. If the board of directors elects as chairman ofthe board a person who is not “independent” as defined in the pertinent legal and/or regulatory standards then applicable to the Corporation1, it shall also elect at the same time or as soon thereafter as practicable a lead independent director who shall be an independent director and who shall be recommended by a nominating and corporate governance committee of the board ofdirectors if then constituted and elected by a vote of a majority of the directors then in office. The lead independent director shall (i) preside in the absence of the chairman of the board at all meetings of 

 

 

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For purposes of this section, the term “Corporation” shall also include one or more other corporations orother entities that directly or indirectly own more than a majority of the outstanding voting securities of the Corporation. 

 

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the stockholders and the board of directors at which he or she is present, (ii) preside over all executive sessionsof the independent directors, (iii) serve as a liaison between the board of directors and the chairman of the board, and (iv) exercise such other powers and perform such other duties as may be assigned to such office by these Bylaws andthe board of directors from time to time. 

Section 8 The President. The president shall be the chief executive officer of thecorporation. In the absence of the chairman of the board or the lead independent director, the president shall preside at all meetings of the stockholders and (if the president is a director) the board of directors. The president shall have generalcharge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall have suchother powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these bylaws. 

Section 9 Vice-presidents. The vice-president, if any, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with allof the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 10 The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, allmeetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to begiven, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporateseal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistantsecretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his 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 disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as theboard of directors, the president, or secretary may, from time to time, prescribe. 

Section 11 The Treasurer and AssistantTreasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effectsin the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements;and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the presidentor these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall besatisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case 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 treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determinedby the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board ofdirectors, the president or treasurer may, from time to time, prescribe. 

Section 12 Other Officers, Assistant Officers andAgents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board ofdirectors. 

 

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Section 13 Absence or Disability of Officers. In the case of the absence or disability of anyofficer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any otherofficer or to any director, or to any other person whom it may select. 

ARTICLE V 

INDEMNIFICATION OF OFFICERS DIRECTORS AND OTHERS 

Section 1 Nature ofIndemnity. Each person who was or is made a party or is threatened 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 reasonof the fact that he or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of anothercorporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee,fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General CorporationLaw of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permittedthe corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure tothe benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated bysuch person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right tobe paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation withthe same scope and effect as the foregoing indemnification of directors and officers. 

Section 2 Procedure for indemnification ofDirectors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall he made promptly, and in any event within 30 days,upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days toa written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to suchrequest is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred inconnection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce aclaim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make itpermissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be 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 the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has metthe applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimanthas not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. 

 

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Section 3 Nonexclusivity of Article V. The rights to indemnification and the payment ofexpenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate ofincorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. 

Section 4 Insurance. Thecorporation may purchase and maintain insurance on its 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 other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have thepower to indemnify such person against such liability under this Article V. 

Section 5 Expenses. Expenses incurred by anyperson described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case uponreceipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agentsmay he so paid upon such terms and conditions, if any, as the board of directors deems appropriate. 

Section 6 Employees andAgents. Persons who are not covered by the foregoing provisions of this Article V and who arc or were employees or agents of the corporation, or who 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 the extent 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 be deemed to be a contract right between the corporation and each directoror officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article Vor any such law shall not affect any rights or obligations 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, any constituent corporation (including any constituent of aconstituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director,officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent 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 this Article V with respect to the resulting or surviving corporation as he or site would have with 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 to have a certificate, signed by, or in the name ofthe corporation by the chairman of the board, the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate iscountersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, president,vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures 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 such certificate or certificates have been delivered by the corporation, such certificate or 

 

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certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimilesignature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be 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 on the books of the corporation. Shares of stock of the corporation shall only he transferred on the books of the corporation by the holder of recordthereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of suchendorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to theperson entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as itstransfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation. 

Section 2 Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, ordestroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretionand as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporationagainst any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate. 

Section 3 Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournmentthereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor lessthan ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on thenext day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at ameeting 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 that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board ofdirectors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which theresolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting,when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action 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 the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registeredoffice shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determiningstockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day 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 the corporation may determine the stockholders entitled to receive paymentof any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directorsmay fix a record date, which record date shall not 

 

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precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. 

Section 6 Subscriptions for Stock. Unless otherwise provided for in the subscriptionagreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall he determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall beuniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as anydel-A due the corporation. 

ARTICLE VII

GENERAL PROVISIONS 

Section 1 Dividends. Dividends upon the capital stock of the corporation, subject to the provisions or the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting,pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporationavailable for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of thecorporation, or any other purpose and 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 for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall he signed bysuch officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof. 

Section 3 Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter intoany contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. 

Section 4 Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of thecorporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably he expected to benefit thecorporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of thecorporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty 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 by resolution of the board of directors. 

Section 6 Corporate Seal. The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribedthereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 

 

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Section 7 Voting Securities Owned By Corporation. Voting securities in any other corporationheld by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer.Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution. 

Section 8Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for anyproper purpose the corporation’s stock ledger, a list of its stockholders, and its other hooks and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as astockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or otheragent to so act on behalf of the stockholder. The demand under oath shall he directed to the corporation at its registered office in the State of Delaware or at its principal place of business. 

Section 9 Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantiveeffect in limiting or otherwise construing any provision herein. 

Section 10 Inconsistent Provisions. In the event that anyprovision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these bylaws shall not be given anyeffect to the extent of such inconsistency but shall otherwise be given full force and effect. 

ARTICLE VIII 

AMENDMENTS 

These by-laws may beamended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divestthe stockholders of the same powers. 

 

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