EXHIBIT
3.2   BYLAWS OF TRIPATH TECHNOLOGY
INC. A Delaware
Corporation  TABLE
OF CONTENTS
PageARTICLE 1 CORPORATE
  OFFICES
  11.1
  REGISTERED
  OFFICE
  11.2
  OTHER OFFICES
  1ARTICLE 2 MEETINGS
  OF STOCKHOLDERS
  12.1
  PLACE OF
  MEETINGS
  12.2
  ANNUAL
  MEETING
  12.3
  SPECIAL
  MEETING
  22.4
  NOTICE OF
  STOCKHOLDERS MEETINGS
  22.5
  ADVANCE
  NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS
  22.6
  MANNER OF
  GIVING NOTICE; AFFIDAVIT OF NOTICE
  32.7
  QUORUM
  32.8
  ADJOURNED
  MEETING; NOTICE
  42.9
  VOTING
  42.10
  WAIVER OF
  NOTICE
  42.11
  STOCKHOLDER
  ACTION BY WRITTEN CONSENT WITHOUT A MEETING
  42.12
  RECORD DATE
  FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
  52.13
  PROXIES
  52.14
  LIST OF
  STOCKHOLDERS ENTITLED TO VOTE
  52.15
  CONDUCT OF
  BUSINESS
  6ARTICLE 3 DIRECTORS
  63.1
  POWERS
  63.2
  NUMBER OF
  DIRECTORS
  63.3
  ELECTION,
  QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
  73.4
  RESIGNATION
  AND VACANCIES
  73.5
  PLACE OF
  MEETINGS; MEETINGS BY TELEPHONE
  83.6
  REGULAR
  MEETINGS
  83.7
  SPECIAL
  MEETINGS; NOTICE
  83.8
  QUORUM
  83.9
  WAIVER OF
  NOTICE
  93.10
  ADJOURNED
  MEETING; NOTICE
  93.11
  CONDUCT OF
  BUSINESS
  93.12
  BOARD ACTION
  BY WRITTEN CONSENT WITHOUT A MEETING
  93.13
  FEES AND
  COMPENSATION OF DIRECTORS
  93.14
  APPROVAL OF
  LOANS TO OFFICERS
  103.15
  REMOVAL OF
  DIRECTORS
  10TABLE OF
CONTENTS
(continued)
PageARTICLE 4 COMMITTEES
  104.1
  COMMITTEES OF DIRECTORS
  104.2
  COMMITTEE
  MINUTES
  114.3
  MEETINGS
  AND ACTION OF COMMITTEES
  11ARTICLE 5 OFFICERS
  115.1
  OFFICERS
  115.2
  ELECTION OF
  OFFICERS
  125.3
  SUBORDINATE
  OFFICERS
  125.4
  REMOVAL AND
  RESIGNATION OF OFFICERS
  125.5
  VACANCIES
  IN OFFICES
  125.6
  CHAIRMAN OF
  THE BOARD
  125.7
  PRESIDENT
  125.8
  VICE
  PRESIDENT
  135.9
  SECRETARY
  135.10
  CHIEF FINANCIAL
  OFFICER
  135.11
  ASSISTANT
  SECRETARY
  145.12
  ASSISTANT
  TREASURER
  145.13
  AUTHORITY
  AND DUTIES OF OFFICERS
  14ARTICLE 6 INDEMNITY
  146.1
  THIRD PARTY
  ACTIONS
  146.2
  ACTIONS BY
  OR IN THE RIGHT OF THE CORPORATION
  156.3
  SUCCESSFUL
  DEFENSE
  166.4
  DETERMINATION
  OF CONDUCT
  166.5
  PAYMENT OF
  EXPENSES IN ADVANCE
  176.6
  INDEMNITY
  NOT EXCLUSIVE
  176.7
  INSURANCE
  INDEMNIFICATION
  176.8
  THE
  CORPORATION
  176.9
  EMPLOYEE
  BENEFIT PLANS
  176.10
  CONTINUATION
  OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
  18ARTICLE 7 RECORDS
  AND REPORTS
  187.1
  MAINTENANCE
  AND INSPECTION OF RECORDS
  187.2
  INSPECTION
  BY DIRECTORS
  197.3
  ANNUAL
  STATEMENT TO STOCKHOLDERS
  197.4
  REPRESENTATION
  OF SHARES OF OTHER CORPORATIONS
  19-2-

TABLE OF
CONTENTS
(continued)
PageARTICLE 8 GENERAL
  MATTERS
  198.1
  CHECKS
  198.2
  EXECUTION
  OF CORPORATE CONTRACTS AND INSTRUMENTS
  208.3
  STOCK
  CERTIFICATES; PARTLY PAID SHARES
  208.4
  SPECIAL
  DESIGNATION ON CERTIFICATES
  208.5
  LOST
  CERTIFICATES
  218.6
  CONSTRUCTION;
  DEFINITIONS
  218.7
  DIVIDENDS
  218.8
  FISCAL YEAR
  218.9
  SEAL
  228.10
  TRANSFER OF
  STOCK
  228.11
  STOCK
  TRANSFER AGREEMENTS
  228.12
  REGISTERED
  STOCKHOLDERS
  22ARTICLE 9 AMENDMENTS
  22-3-

BYLAWS
OF
TRIPATH TECHNOLOGY
INC.
ARTICLE
1
CORPORATE OFFICES
1.1       REGISTERED OFFICE
The
registered office of the corporation shall be fixed in the certificate of
incorporation of the corporation.
1.2       OTHER OFFICES
The
board of directors may at any time establish other offices at any place or
places where the corporation is qualified to do business.
ARTICLE
2
MEETINGS OF
STOCKHOLDERS
2.1       PLACE OF MEETINGS
Meetings
of stockholders shall be held at any place, within or outside the State of
Delaware, designated by the board of direc­tors.  In the absence of any such designation, stockholders meetings
shall be held at the registered office of the corporation.
2.2       ANNUAL MEETING
The
annual meeting of stockholders shall be held each year on a date and at a time
designated by the board of directors. 
In the absence of such designation, the annual meeting of stockholders
shall be held on the 2nd Thursday in May in each year at 10:00 a.m.  However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding full business day.  At the
meeting, directors shall be elected and any other proper business may be
transacted.

2.3       SPECIAL MEETING
A
special meeting of the stockholders may be called at any time by the board of
directors, or by the chairman of the board, or by the president, or by one or
more stockholders holding shares in the aggregate entitled to cast not less
than thirty percent (30%) of the votes at that meeting.
If
a special meeting is called by any person or persons other than the board of
directors or the president or the chairman of the board, then the request shall
be in writing, specifying the time of such meeting and the general nature of
the business proposed to be transacted, and shall be delivered personally or
sent by registered mail or by telegraphic or other facsimile transmission to
the chairman of the board, the president, any vice president or the secretary
of the corporation.  The officer
receiving the request shall cause notice to be promptly given to the
stockholders entitled to vote, in accordance with the provisions of Sections
2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested
by the person or persons calling the meeting, so long as that time is not less
than thirty-five (35) nor more than sixty (60) days after the receipt of the
request.  If the notice is not given
within twenty (20) days after receipt of the request, then the person or
persons requesting the meeting may give the notice.  Nothing contained in this paragraph of this Section 2.3
shall be construed as limiting, fixing or affecting the time when a meeting of
stockholders called by action of the board of directors may be held.
2.4       NOTICE OF STOCKHOLDERS MEETINGS
All
notices of meetings with stockholders shall be in writing and shall be sent or
otherwise given in accordance with Section 2.6 of these bylaws not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stockholder entitled to vote at such meeting.  The notice shall specify the place, date, and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.
2.5       ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER
BUSINESS
To
be properly brought before an annual meeting or special meeting, nominations
for the election of director or other business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the board of directors, (b) otherwise properly brought before the
meeting by or at the direction of the board of directors, or (c) otherwise
properly brought before the meeting by a stockholder.  For such nominations or other business to be considered properly
brought before the meeting by a stockholder, such stockholder must have given
timely written notice and in proper form of his intent to bring such business
before such meeting.  To be timely, such
stockholders notice must be delivered to or mailed and received by the
secretary of the corporation not less than one hundred twenty (120) days prior
to the date of the corporations proxy statement released to stockholders in
connection with the corporations previous years annual meeting of
stockholders.  To be in proper form, a
stockholders notice to the secretary shall set forth:
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(i)         the name and address of the stockholder who intends to make the nominations,
propose the business, and, as the case may be, the name and address of the
person or persons to be nominated or the nature of the business to be proposed;
(ii)        a representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and, if applicable, intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice or introduce the business specified in the notice;
(iii)       if applicable, a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder;
(iv)       such other information regarding each nominee or each matter of business to be
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, or the
matter been proposed, or intended to be proposed by the board of directors; and
(v)        if applicable, the consent of each nominee to serve as director of the
corporation if so elected.
The
chairman of the meeting may refuse to acknowledge the nomination of any person
or the proposal of any business not made in compliance with the foregoing procedure.
2.6       MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
Written
notice of any meeting of stockholders, if mailed, is given when deposited in
the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the corporation.  An affidavit of the secretary or an
assistant secretary or of the transfer agent of the corporation that the notice
has been given shall, in the absence of fraud, be prima facie evidence of the
facts stated therein.
2.7       QUORUM
The
holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction of business except as
other­wise provided by statute or by the certificate of incorporation.  If, however, such quorum is not present or
represented at any meeting of the stockholders, then the stockholders entitled
to vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present or represented.  At such adjourned meeting at which a quorum
is present or represented, any business may be transacted that might have been
transacted at the meeting as originally noticed.
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2.8       ADJOURNED MEETING; NOTICE
When
a meeting is adjourned to another time or place, unless these bylaws otherwise
require, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting the
corporation may transact any business that might have been transacted at the
original meeting.  If the adjournment is
for more than thirty (30) 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.
2.9       VOTING
The
stockholders entitled to vote at any meeting of stock­holders shall be
determined in accordance with the provisions of Section 2.12 and 2.14 of
these bylaws, subject to the provisions of Sec­tions 217 and 218 of the
General Corporation Law of Delaware (relating to voting rights of fiduciaries,
pledgors and joint owners of stock and to voting trusts and other voting
agreements).
Except
as may be otherwise provided in the certificate of incorpora­tion, each
stockholder shall be entitled to one vote for each share of capital stock held
by such stockholder.
2.10      WAIVER OF NOTICE
Whenever
notice is required to be given under any provision of the General Corporation
Law of Delaware or of the certificate of incorporation or these bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws.
2.11      STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
Notwithstanding
the following provisions of this Section 2.11, effective upon the listing
of the Common Stock of the corporation on the Nasdaq Stock Market and the
registration of any class of securities of the corporation pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the
stockholders of the corporation may not take action by written consent without
a meeting but must take any such actions at a duly called annual or special
meeting.
Except
as otherwise provided in this Section 2.11, any action required by this
chapter to be taken at any annual or special meeting of stockholders of a
corporation, or any action that 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 in writing, setting forth the action so taken,
is signed by the holders of outstanding stock having not less than the minimum
number of votes that
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would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.
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.  If the action
which is consented to is such as would have required the filing of a
certificate under any section of the General Corpora­tion Law of Delaware
if such action had been voted on by stock­holders at a meeting thereof, then
the certificate filed under such section shall state, in lieu of any
statement required by such section concerning any vote of stockholders,
that written notice and written consent have been given as provided in
Section 228 of the General Corporation Law of Delaware.
2.12      RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
CONSENTS
In
order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to express consent to corpo­rate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
If
the board of directors does not so fix a record date, the fixing of such record
date shall be governed by the provisions of Section 213 of the General
Corporation Law of Delaware.
A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for
the adjourned meeting.
2.13      PROXIES
Each
stockholder entitled to 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 by a written proxy, signed by the
stockholder and filed with the secretary of the corporation, but no such proxy
shall be voted or acted upon after three (3) years from its date, unless the
proxy provides for a longer period.  A
proxy shall be deemed signed if the stockholders name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the stockholder or the stockholders attorney-in-fact.  The revoca­bility of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of
Section 212(e) of the General Corporation Law of Delaware.
2.14      LIST OF STOCKHOLDERS ENTITLED TO VOTE
The
officer who has charge of the stock ledger of a corporation shall prepare and
make, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled
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to vote at the meeting,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder.  Such list shall be open to the examination
of any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (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 may be inspected by any stockholder
who is present.
2.15      CONDUCT OF BUSINESS
Meetings
of stockholders shall be presided over by the chairman of the board, if any, or
in his absence by the president, or in his absence by a vice president, or in
the absence of the foregoing persons by a chairman designated by the board of
directors, or in the absence of such designation by a chairman chosen at the
meeting.  The secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.  The chairman of any meeting of stockholders
shall determine the order of business and the procedures at the meeting,
including such matters as the regulation of the manner of voting and conduct of
business.
ARTICLE
3
DIRECTORS
3.1       POWERS
Subject
to the provisions of the General Corporation Law of Delaware and any
limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding
shares, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the board of
directors.
3.2       NUMBER OF DIRECTORS
The
board of directors shall consist of four members.  The board of directors may increase or decrease the number of
directors constituting the board of directors upon the approval of a majority
of the directors then in office.  The
number of directors so determined shall be the authorized number of directors
of the corporation.
No
reduction of the authorized number of directors shall have the effect of
removing any director before that directors term of office expires.
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3.3       ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
Except
as provided in Section 3.4 of these bylaws, directors shall be elected at
each annual meeting of stockholders to hold office until the next annual
meeting.  Directors need not be stock­holders
unless so required by the certificate of incorporation or these bylaws, wherein
other qualifications for directors may be prescribed.  Each director, including a director elected to fill a vacancy,
shall hold office until his successor is elected and qualified or until his
earlier resignation or removal.
Elections
of directors need not be by written ballot.
3.4       RESIGNATION AND VACANCIES
Any
director may resign at any time upon written notice to the corporation.  When one or more directors so resigns and
the resig­na­tion is effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effec­tive, and each director so
chosen shall hold office as provided in this section in the filling of
other vacancies.
Unless
otherwise provided in the certificate of incorporation or these bylaws:
(i)       Vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the stockholders having the
right to vote as a single class may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
(ii)     
Whenever the holders of any class or classes of stock or series thereof are
entitled to elect one or more directors by the provisions of the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by such
class or classes or series thereof then in office, or by a sole remaining
director so elected.
If
at any time, by reason of death or resignation or other cause, the corporation
should have no directors in office, then any officer or any stockholder or an
executor, administrator, trustee or guardian of a stockholder, or other
fiduciary entrusted with like responsibility for the person or estate of a
stockholder, may call a special meeting of stockholders in accordance with the
provisions of the certificate of incorporation or these bylaws, or may apply to
the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the General Corporation Law of Delaware.
If,
at the time of filling any vacancy or any newly created directorship, the
directors then in office constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), then the Court of Chancery
may, upon applica­tion of any stockholder or stockholders holding at least
ten (10) percent of the total number of the shares at the time outstanding
having the
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right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the directors chosen by the
directors then in office as aforesaid, which election shall be governed by the
provisions of Section 211 of the General Corporation Law of Delaware as
far as applicable.
3.5       PLACE OF MEETINGS; MEETINGS BY TELEPHONE
The
board of directors of the corporation may hold meetings, both regular and
special, either within or outside the State of Delaware.
Unless
otherwise restricted by the certificate of incorpora­tion or these bylaws,
members of the board of directors, or any committee designated by the board of
directors, may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.
3.6       REGULAR MEETINGS
Regular
meetings 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 the board.
3.7       SPECIAL MEETINGS; NOTICE
Special
meetings of the board of directors for any purpose or purposes may be called at
any time by the chairman of the board, the president, any vice president, the
secretary or any two (2) directors.
Notice
of the time and place of special meetings shall be delivered personally or by
telephone to each director or sent by first-class mail or telegram, charges
prepaid, addressed to each director at that directors address as it is shown
on the records of the corporation.  If
the notice is mailed, it shall be deposited in the United States mail at least
four (4) days before the time of the holding of the meeting.  If the notice is delivered personally or by
telephone or by telegram, it shall be delivered personally or by telephone or
to the telegraph company at least forty-eight (48) hours before the time of the
holding of the meeting.  Any oral notice
given personally or by telephone may be communicated either to the director or
to a person at the office of the director who the person giving the notice has
reason to believe will promptly communicate it to the director.  The notice need not specify the purpose or
the place of the meeting, if the meeting is to be held at the principal
executive office of the corporation.
3.8       QUORUM
At
all meetings of the board of directors, a majority of the authorized number of
directors shall constitute a quorum for the transaction of business and the act
of a majority of the direc­tors present at any meeting at which there is a
quorum shall be the act of the board of directors, except as may be otherwise
specifi­cally provided by statute or by the certificate of incorporation.  If a quorum
-8-

is not present at any
meeting of the board of direc­tors, then the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present.
3.9       WAIVER OF NOTICE
Whenever
notice is required to be given under any provision of the General Corporation
Law of Delaware or of the certificate of incorporation or these bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
directors, or members of a committee of directors, need be specified in any
written waiver of notice unless so required by the certificate of incorporation
or these bylaws.
3.10      ADJOURNED MEETING; NOTICE
If
a quorum is not present at any meeting of the board of directors, then the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.
3.11      CONDUCT OF BUSINESS
Meetings
of the board of directors shall be presided over by the chairman of the board,
if any, or in his absence by the chief executive officer, or in their absence
by a chairman chosen at the meeting by a majority of the directors
present.  The secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.  The chairman of any meeting shall determine
the order of business and the procedures at the meeting.
3.12      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
Unless
otherwise restricted by the certificate of incorpora­tion or these bylaws, any
action required or permitted to be taken at any meeting of the board of
directors, or of any committee thereof, may be taken without a meeting if all
members of the board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings
of the board or committee.
3.13      FEES AND COMPENSATION OF DIRECTORS
Unless
otherwise restricted by the certificate of incorporation or these bylaws, the
board of directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if
any, of attendance at each meeting of the board of directors and may be paid a
fixed sum for attendance at each meeting of the board of directors or a stated
salary as director.  No
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such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. 
Members of special or standing committees may be allowed like
compensation for attending committee meetings.
3.14      APPROVAL OF LOANS TO OFFICERS
The
corporation may lend money to, or guarantee any obligation of, or otherwise
assist any officer or other employee of the cor­poration 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 be expected to benefit the corporation.  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 the corporation. 
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.
3.15      REMOVAL OF DIRECTORS
Unless
otherwise restricted by statute, by the certificate of incorporation or by
these bylaws, any director or the entire board of directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.
No
reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of such directors term of
office.
ARTICLE
4
COMMITTEES
4.1       COMMITTEES OF DIRECTORS
The
board of directors may, by resolution passed by a majority of the whole board,
designate one or more committees, with each committee to consist of one or more
of the directors of the corpo­ra­tion. 
The board 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.  In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
board of directors to act at the meeting in the place of any such absent or
disqualified member.  Any such
committee, to the extent provided in the resolution of the board of directors
or in the bylaws of the corporation, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers that may require it; but no such committee shall have the
power or authority to (i) amend the certificate of incorporation (except
that a committee may, to the extent autho­rized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the board
of directors as provided in Section 151(a) of the
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General Corporation Law
of Delaware, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the corpo­ration
or the conversion into, or the exchange of such shares for, shares of any other
class or classes or any other series of the same or any other class or classes
of stock of the corporation), (ii) adopt an agreement of merger or
consolidation under Sec­tions 251 or 252 of the General Corporation Law of
Delaware, (iii) recommend to the stockholders the sale, lease or exchange
of all or substantially all of the corporations property and assets,
(iv) recommend to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or (v) amend the bylaws of the corporation;
and, unless the board resolution establishing the committee, the bylaws or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law of Delaware.
4.2       COMMITTEE MINUTES
Each
committee shall keep regular minutes of its meetings and report the same to the
board of directors when required.
4.3       MEETINGS AND ACTION OF COMMITTEES
Meetings
and actions of committees shall be governed by, and held and taken in
accordance with, the provisions of Article 3 of these bylaws,
Section 3.5 (place of meetings and meetings by telephone),
Section 3.6 (regular meetings), Section 3.7 (special meetings and
notice), Section 3.8 (quorum), Section 3.9 (waiver of notice),
Section 3.10 (adjournment and notice of adjournment), and
Section 3.12 (action without a meeting), with such changes in the context
of those bylaws as are necessary to substitute the com­mittee and its members
for the board of directors and its members; provided, however, that the time of
regular meetings of committees may also be called by resolution of the board of
directors and that notice of special meetings of committees shall also be given
to all alternate members, who shall have the right to attend all meetings of
the committee. The board of directors may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.
ARTICLE
5
OFFICERS
5.1       OFFICERS
The
officers of the corporation shall be a president, one or more vice presidents,
a secretary, and a chief financial officer. The corpora­tion may also have, at
the discretion of the board of directors, a chairman of the board, one or more
assistant vice presidents, assistant secretaries, assistant treasurers, and any
such other officers as may be appointed in accordance with the provisions of
Section 5.3 of these bylaws.  Any
number of offices may be held by the same person.
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5.2       ELECTION OF OFFICERS
The
officers of the corporation, except such officers as may be appointed in
accordance with the provisions of Sections 5.3 or 5.5 of these bylaws,
shall be chosen by the board of directors, subject to the rights, if any, of an
officer under any contract of employment.
5.3       SUBORDINATE OFFICERS
The
board of directors may appoint, or empower the president to appoint, such other
officers and agents as the business of the corporation may require, each of
whom shall hold office for such period, have such authority, and perform such
duties as are pro­vided in these bylaws or as the board of directors may from
time to time determine.
5.4       REMOVAL AND RESIGNATION OF OFFICERS
Subject
to the rights, if any, of an officer under any contract of employment, any
officer may be removed, either with or without cause, by an affirmative vote of
the majority of the board of directors at any regular or special meeting of the
board or, except in the case of an officer chosen by the board of directors, by
any officer upon whom such power of removal may be conferred by the board of
directors.
Any
officer may resign at any time by giving written notice to the corporation.  Any resignation shall take effect at the
date of the receipt of that notice or at any later time specified in that
notice; and, unless otherwise specified in that notice, the accep­tance of the
resignation shall not be necessary to make it effec­tive. Any resignation is
without prejudice to the rights, if any, of the corporation under any contract
to which the officer is a party.
5.5       VACANCIES IN OFFICES
Any
vacancy occurring in any office of the corporation shall be filled by the board
of directors in the manner prescribed in these bylaws for regular appointments
to that office.
5.6       CHAIRMAN OF THE BOARD
The
chairman of the board, if such an officer be elected, shall, if present,
preside at meetings of the board of directors and exercise and perform such
other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these bylaws.  If there is no president, then the chairman
of the board shall also be the chief executive officer of the corporation and
shall have the powers and duties prescribed in Section 5.7 of these
bylaws.
5.7       PRESIDENT
Subject
to such supervisory powers, if any, as may be given by the board of directors
to the chairman of the board, if there be such an officer, the president shall
be the chief executive officer of the corporation and shall, subject to the
control of the board of directors, have general supervision,
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direction, and control of
the business and the officers of the corporation.  He shall preside at all meetings of the shareholders and, in the
absence or nonexis­tence of a chairman of the board, at all meetings of the
board of directors.  He shall have the
general powers and duties of manage­ment usually vested in the office of
president of a corporation and shall have such other powers and duties as may
be prescribed by the board of directors or these bylaws.
5.8       VICE PRESIDENT
In
the absence or disability of the president, the vice presidents, if any, in
order of their rank as fixed by the board of directors or, if not ranked, a
vice president designated by the board of directors, shall perform all the
duties of the president and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the president.  The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by
the board of directors, these bylaws, the president or the chairman of the
board.
5.9       SECRETARY
The
secretary shall keep or cause to be kept, at the principal executive office of
the corporation or such other place as the board of directors may direct, a
book of minutes of all meetings and actions of directors, committees of
directors, and share­holders.  The
minutes shall show the time and place of each meet­ing, whether regular or
special (and, if special, how autho­rized and the notice given), the names of
those present at directors meetings or committee meetings, the number of
shares present or represented at shareholders meetings, and the proceedings
thereof.
The
secretary shall keep, or cause to be kept, at the principal executive office of
the corporation or at the office of the corporations transfer agent or
registrar, as determined by resolu­tion of the board of directors, a share
register, or a dupli­cate share register, showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.
The
secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the board of directors required to be given by law or by
these bylaws.  He shall keep the seal of
the corporation, if one be adopted, in safe custody and shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or by these bylaws.
5.10      CHIEF FINANCIAL OFFICER
The
chief financial officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disburse­ments, gains, losses, capital,
retained earnings, and shares.  The
books of account shall at all reasonable times be open to inspection by any
director.
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The
chief financial officer shall deposit all money and other valuables in the name
and to the credit of the corporation with such deposi­taries as may be
designated by the board of directors. 
He shall disburse the funds of the corporation as may be ordered by the
board of directors, shall render to the president and directors, whenever they
request it, an account of all of his transactions as treasurer and of the
financial condition of the corporation, and shall have such other powers and
perform such other duties as may be prescribed by the board of directors or
these bylaws.
The
chief financial officer shall be the treasurer of the corporation unless
otherwise designated by the board of directors.
5.11      ASSISTANT SECRETARY
The
assistant secretary, or, if there is more than one, the assistant secretaries
in the order determined by the stockholders or board of directors (or if there
be no such determination, then in the order of their election) shall, in the
absence of the secretary or in the event of his or her inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
or the stockholders may from time to time prescribe.
5.12      ASSISTANT TREASURER
The
assistant treasurer, or, if there is more than one, the assistant treasurers,
in the order determined by the stockholders or board of directors (or if there
be no such determination, then in the order of their election), shall, in the
absence of the treasurer or in the event of his or her inability or refusal to
act, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the board of directors
or the stockholders may from time to time prescribe.
5.13      AUTHORITY AND DUTIES OF OFFICERS
In
addition to the foregoing authority and duties, all officers of the corporation
shall respectively have such authority and perform such duties in the
management of the business of the corporation as may be designated from time to
time by the board of directors or the stockholders.
ARTICLE
6
INDEMNITY
6.1       THIRD PARTY ACTIONS
The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by an agent of the corporation), or is or was serving at the
request of the corporation, any predecessor of the corporation, or any
subsidiary of the
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corporation, as a
director or officer of another corporation, partnership, joint venture trust or
other enterprise, against expenses (including attorneys fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, any predecessor of the corporation, or any
subsidiary of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interest of the corporation, any
predecessor of the corporation, or any subsidiary of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
The
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by an agent of the corporation), or is or was serving at the
request of the corporation, any predecessor of the corporation, or any
subsidiary of the corporation, as an employee or agent of another corporation,
partnership, joint venture trust or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, any predecessor
of the corporation, or any subsidiary of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination
of any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interest of
the corporation, any predecessor of the corporation, or any subsidiary of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
6.2       ACTIONS BY OR IN THE RIGHT OF THE CORPORATION
The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation, any predecessor of the corporation, or any
subsidiary of the corporation, to procure a judgment in its favor by reason of
the fact that he is or was a director or officer of corporation, any
predecessor of the corporation, or any subsidiary of the corporation, or is or
was serving at the request of the corporation, any predecessor of the
corporation, or any subsidiary of the corporation, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in manner he reasonably believed to
be in or not opposed to the best interests of the corporation, any predecessor
of the corporation, or any subsidiary of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be
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liable to the
corporation, any predecessor of the corporation, or any subsidiary of the
corporation, unless and only to the extent that the Delaware Court of Chancery
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other court
shall deem proper.
The
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation, any predecessor of the corporation, or any
subsidiary of the corporation, to procure a judgment in its favor by reason of
the fact that he is or was an employee or agent of the corporation, any
predecessor of the corporation, or any subsidiary of the corporation, or is or
was serving at the request of the corporation, any predecessor of the
corporation, or any subsidiary of the corporation, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in manner he reasonably believed
to be in or not opposed to the best interests of the corporation, any
predecessor of the corporation, or any subsidiary of the corporation, and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation, any predecessor of the corporation, or any subsidiary of the
corporation, unless and only to the extent that the Delaware Court of Chancery
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.
6.3       SUCCESSFUL DEFENSE
To
the extent that a director, officer, employee or agent of the corporation, any
predecessor of the corporation, or any subsidiary of the corporation, has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 6.1 and 6.2, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by him in
connection therewith.
6.4       DETERMINATION OF CONDUCT
Any
indemnification under Sections 6.1 and 6.2 (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a
determination that the indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Sections 6.1 and 6.2.  Such determination shall be made (1) by the board of
Directors or the Executive Committee by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or (2) if
such quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.
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6.5       PAYMENT OF EXPENSES IN ADVANCE
Expenses
incurred in defending a civil or criminal action, suit or proceeding shall be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article 6.
6.6       INDEMNITY NOT EXCLUSIVE
The
indemnification and advancement of expenses provided or granted pursuant to the
other subsections of this section shall not be deemed exclusive of any other
rights or limiting any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, certificate of
incorporation, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another while holding such office.
6.7       INSURANCE INDEMNIFICATION
The
corporation shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, any predecessor of the corporation, or any subsidiary of the
corporation, or is 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
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article 6.
6.8       THE CORPORATION
For
purposes of this Article 6, references to the corporation shall include,
in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) 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 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 and subject to the provisions of this Article 6
(including, without limitation the provisions of Section 6.4) with respect
to the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
6.9       EMPLOYEE BENEFIT PLANS
For
purposes of this Article 6, references to other enterprises shall
include employee benefit plans; references to fines shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to serving at the request of the corporation shall
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include any service as a
director, officer, employee or agent of the corporation which imposes duties
on, or involves services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably deemed to have
acted in a manner not opposed to the best interests of the corporation as
referred to in this Article 6.
6.10      CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF
EXPENSES
The
indemnification and advancement of expenses provided by, or granted pursuant
to, this Article 6 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
ARTICLE
7
RECORDS AND
REPORTS
7.1       MAINTENANCE AND INSPECTION OF RECORDS
The
corporation shall, either at its principal executive office or at such place or
places as designated by the board of directors, keep a record of its
shareholders listing their names and addresses and the number and class of
shares held by each shareholder, a copy of these bylaws as amended to date,
accounting books, and other 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 any proper purpose the
corporations stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom.  A proper purpose shall mean a purpose reasonably related to such
persons interest as a stock­holder.  In
every instance where an attorney or other agent is the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing that authorizes the attorney or other agent to
so act on behalf of the stockholder. The demand under oath shall be directed to
the corporation at its registered office in Delaware or at its principal place
of business.
The
officer who has charge of the stock ledger of a corpora­tion shall prepare and
make, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (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
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the time and place of the
meet­ing during the whole time thereof, and may be inspected by any stockholder
who is present.
7.2       INSPECTION BY DIRECTORS
Any
director shall have the right to examine the corporations stock ledger, a list
of its stockholders, and its other books and records for a purpose reasonably
related to his position as a director. The Court of Chancery is hereby vested
with the exclusive jurisdiction to determine whether a director is entitled to
the inspection sought. The Court may summarily order the corporation to permit
the director to inspect any and all books and records, the stock ledger, and
the stock list and to make copies or extracts therefrom.  The Court may, in its discretion, prescribe
any limita­tions or conditions with reference to the inspection, or award such
other and further relief as the Court may deem just and proper.
7.3       ANNUAL STATEMENT TO STOCKHOLDERS
The
board of directors shall present at each annual meeting, and at any special
meeting of the stockholders when called for by vote of the stockholders, a full
and clear statement of the business and condition of the corporation.
7.4       REPRESENTATION OF SHARES OF OTHER CORPORATIONS
The
chairman of the board, the president, any vice president, the treasurer, the secretary
or assistant secretary of this corpo­ration, or any other person authorized by
the board of directors or the president or a vice president, is authorized to
vote, repre­sent, and exercise on behalf of this corporation all rights inci­dent
to any and all shares of any other corporation or corporations standing in the
name of this corporation.  The authority
granted herein may be exercised either by such person directly or by any other
person authorized to do so by proxy or power of attorney duly executed by such
person having the authority.
ARTICLE
8
GENERAL MATTERS
8.1       CHECKS
From
time to time, the board of directors shall determine by resolution which person
or persons may sign or endorse all checks, drafts, other orders for payment of
money, notes or other evidences of indebtedness that are issued in the name of
or payable to the corporation, and only the persons so authorized shall sign or
endorse those instruments.
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8.2       EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
The
board of directors, except as otherwise provided in these bylaws, may authorize
any officer or officers, or agent or agents, to enter into any contract or
execute any instrument in the name of and on behalf of the corporation; such authority
may be general or confined to specific instances.  Unless so authorized or ratified by the board of directors or
within the agency power of an officer, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or for any amount.
8.3       STOCK CERTIFICATES; PARTLY PAID SHARES
The
shares of a corporation shall be represented by certifi­cates, provided that
the board of directors of the corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares.  Any such
resolution shall not apply to shares represented by a certifi­cate until such
certificate is surrendered to the corporation. 
Not­withstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the corporation by the chairman or vice-chairman
of the board of direc­tors, or the president or vice-president, and by the
treasurer or an assistant treasurer, or the secretary or an assistant secretary
of such corporation representing the number of shares registered in certificate
form.  Any or all of the signatures on
the certificate may be a facsimile.  In
case any officer, transfer agent or regis­trar who has signed or whose
facsimile signature has been placed upon a certificate has ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
The
corporation may issue the whole or any part of its shares as partly paid and
subject to call for the remainder of the consid­eration to be paid
therefor.  Upon the face or back of each
stock certificate issued to represent any such partly paid shares, upon the
books and records of the corporation in the case of uncertifi­cated partly paid
shares, the total amount of the consideration to be paid therefor and the
amount paid thereon shall be stated. 
Upon the declaration of any dividend on fully paid shares, the corpora­tion
shall declare a dividend upon partly paid shares of the same class, but only
upon the basis of the percentage of the consideration actually paid thereon.
8.4       SPECIAL DESIGNATION ON CERTIFICATES
If
the corporation is authorized to issue more than one class of stock or more
than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, how­ever, that,
except as otherwise provided in Section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing requirements there may be set forth on
the face or back of the certificate that the corporation shall issue to
represent such class or series of stock
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a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.
8.5       LOST CERTIFICATES
Except
as provided in this Section 8.5, no new certificates for shares shall be
issued to replace a previously issued cer­tificate unless the latter is
surrendered to the corporation and can­celled at the same time.  The corporation may issue a new certifi­cate
of stock or uncertificated shares in the place of any certifi­cate theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the
corporation may require the owner of the lost, stolen or destroyed certificate,
or his legal represen­tative, to give the corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate or uncertificated shares.
8.6       CONSTRUCTION; DEFINITIONS
Unless
the context requires otherwise, the general provisions, rules of construction,
and definitions in the Delaware General Corporation Law shall govern the
construction of these bylaws.  Without
limiting the generality of this provision, the singular number includes the
plural, the plural number includes the singular, and the term person includes
both a corporation and a natural person.
8.7       DIVIDENDS
The
directors of the corporation, subject to any restrictions contained in the
certificate of incorporation, may declare and pay dividends upon the shares of
its capital stock pursuant to the General Corporation Law of Delaware.  Dividends may be paid in cash, in property,
or in shares of the corporations capital stock.
The
directors of the corporation may set apart out of any of the funds of the
corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not
be limited to equalizing dividends, repairing or maintaining any property of
the corporation, and meeting contingencies.
8.8       FISCAL YEAR
The
fiscal year of the corporation shall be fixed by resolution of the board of
directors and may be changed by the board of directors.
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8.9       SEAL
The
corporation may adopt a corporate seal, which shall be adopted and which may be
altered by the board of directors, and may use the same by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.
8.10      TRANSFER OF STOCK
Upon
surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accom­panied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction in its books.
8.11      STOCK TRANSFER AGREEMENTS
The
corporation shall have power to enter into and perform any agreement with any
number of shareholders of any one or more classes of stock of the corporation
to restrict the transfer of shares of stock of the corporation of any one or
more classes owned by such stockholders in any manner not prohibited by the
General Corporation Law of Delaware.
8.12      REGISTERED STOCKHOLDERS
The
corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends and to vote
as such owner, shall be entitled to hold liable for calls and assessments the
person registered on its books as the owner of shares, and shall not be bound
to recognize any equitable or other claim to or interest in such share or
shares on the part of another person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE
9
AMENDMENTS
Subject to
any voting requirements set forth in the corporations certificate of
incorporation, the original or other bylaws of the corporation may be adopted,
amended or repealed by the stockholders entitled to vote; provided, however,
that the corporation may, in its certificate of incorporation, confer the power
to adopt, amend or repeal bylaws upon the directors.  The fact that such power has been so conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to adopt,
amend or repeal bylaws.
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