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     Section 2.4 [Omitted]     Section 2.5 Notice of Stockholders’ Meetings.     All notices of meetings of stockholders shall be sent or otherwise given in accordance withSection 2.5 of this Article II not less than ten (10) nor more than sixty (60) days before the dateof the meeting being noticed. The notice shall specify the place, date and hour of the meeting and(i) in the case of a special meeting, the general nature of the business to be transacted, or (ii)in the case of the annual meeting, those matters which the Board of Directors, at the time ofgiving the notice, intends to present for action by the stockholders. The notice of any meeting atwhich directors are to be elected shall include the name of any nominee or nominees which, at thetime of the notice, the Board of Directors intends to present for election. No business may betransacted at an annual or special meeting of stockholders, other than business that is (a)specified in the notice of meeting (or any supplement thereto) given by or at the direction of theBoard of Directors (or any duly authorized committee thereof), (b) otherwise properly broughtbefore the annual or special meeting by or at the direction of the Board of Directors (or any dulyauthorized committee thereto) or (c) otherwise properly brought before the annual or specialmeeting by any stockholder. In addition to any other applicable requirements, for business to beproperly brought before an annual or special meeting by a stockholder such stockholder must (i) bea stockholder of record on the date of the giving of the notice provided for in this Section 2.4 ofthis Article II and on the record date for the determination of stockholders entitled to vote atsuch annual or special meeting and (ii) provide timely notice in proper form to the secretarypursuant to the procedures set forth in this Section 2.4 of this Article II.     To be timely, a stockholder’s notice to the secretary (other than a request for inclusion of aproposal in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Securities Exchange Actof 1934, as amended (the “Exchange Act”)) must be delivered to or mailed and received at theprincipal executive offices of the Corporation, in the case of an annual meeting, not less thansixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediatelypreceding annual meeting of stockholders, and in the case of a special meeting, not more thanninety (90) days prior to such meeting and not later than the later of sixty (60) days prior to thespecial meeting or ten (10) days following the day on which public announcement of the meeting isfirst made by the Corporation; provided, however, that in the event that the annual meeting iscalled for a date that is not within thirty (30) days before or after such anniversary date, noticeby the stockholder in order to be timely must be so received not later than the close of businesson the tenth (10th) day following the day on which such notice of the date of the annual meetingwas mailed or such public disclosure of the date of the annual meeting was made, whichever firstoccurs.     To be in proper written form, a stockholder’s notice to the secretary must set forth as toeach matter such stockholder proposes to bring before the annual or special meeting (a) a briefdescription of the business desired to be brought before the annual or special meeting and thereasons for conducting such business at the annual or special meeting, (b) the name and recordaddress of such stockholder, (c) the class or series and number of shares of capital stock of theCorporation which are owned beneficially or of record by such stockholder, (d) a description of allarrangements or understandings between such stockholder and any other person or persons (includingtheir names) in connection with the proposal of such business by such stockholder and any materialinterest of such stockholder in such business and (e) a representation that such stockholderintends to appear in person or by proxy at the annual or special meeting to bring such businessbefore the meeting.
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     No business shall be conducted at the annual or special meeting of stockholders, exceptbusiness brought before the annual or special meeting in accordance with the procedures set forthin this Section 2.4 of this Article II, provided, however, that, once business has been properlybrought before the annual or special meeting in accordance with such procedures, nothing in thisSection 2.4 of this Article II shall be deemed to preclude discussion by any stockholder of anysuch business. If the chairman of an annual or special meeting determines that business was notproperty brought before such meeting in accordance with the foregoing procedures, the chairmanshall declare to the meeting that the business was not properly brought before the meeting and suchbusiness shall not be transacted.     Section 2.6 Manner of Giving Notice; Affidavit of Notice.     Notice of any meeting of stockholders shall be given either personally or by first-class mail,telegraphic, facsimile, or other written communication, charges prepaid, addressed to thestockholder at the address of such stockholder appearing on the books of the Corporation or givenby the stockholder to the Corporation for the purpose of notice. If no such address appears on theCorporation’s books or is given, notice shall be deemed to have been given if sent by first-classmail or telegram to the Corporation’s principal executive office, or if published at least once ina newspaper of general circulation in the county where this office is located. Notice shall bedeemed to have been given at the time when delivered personally or deposited in the mail or sent bytelegram, facsimile, or other means of written communication.     If any notice addressed to a stockholder at the address of such stockholder appearing on thebooks of the Corporation is returned to the Corporation by the United States Postal Service markedto indicate that the United States Postal Service is unable to deliver the notice to thestockholder at such address, all future notices or reports shall be deemed to have been duly givenwithout further mailing if the same shall be available to the stockholder upon written demand ofthe stockholder at the principal executive office of the Corporation for a period of one year fromthe date of the giving of such notice.     An affidavit of the mailing or other means of giving any notice of any stockholders’ meetingshall be executed by the secretary, assistant secretary or any transfer agent of the Corporationgiving such notice, and shall be filed and maintained in the minute book of the Corporation.     Section 2.7 Quorum.     The presence in person or by proxy of the holders of a majority of the shares of all classesof stock entitled to vote at a meeting of stockholders shall constitute a quorum for thetransaction of business. The stockholders present at a duly called or held meeting at which aquorum is present may continue to do business until adjournment, notwithstanding the withdrawal ofenough stockholders to leave less than a quorum, if any action taken (other than adjournment) isapproved by at least a majority of the shares required to constitute a quorum.     Section 2.8 Adjourned Meeting and Notice Thereof.     Any stockholders’ meeting, annual or special, whether or not a quorum is present, may beadjourned from time to time by the vote of the majority of the shares represented at such meeting,
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either in person or by proxy, but in the absence of a quorum, no other business may be transactedat such meeting, except as provided in Section 2.6 of this Article II.     When any meeting of stockholders, either annual or special, is adjourned to another time orplace, notice need not be given of the adjourned meeting if the time and place thereof areannounced at a meeting at which the adjournment is taken, unless a new record date for theadjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days fromthe date set for the original meeting, in which case the Board of Directors shall set a new recorddate. Notice of any such adjourned meeting shall be given to each stockholder of record entitled tovote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 of thisArticle II. At any adjourned meeting the Corporation may transact any business which might havebeen transacted at the original meeting.     Section 2.9 Voting.     The stockholders entitled to vote at any meeting of stockholders shall be determined inaccordance with the provisions of Section 2.11 of this Article II. Voting at meetings ofStockholders need not be by written ballot unless the holders of a majority of the outstandingshares of all classes of stock entitled to vote thereon present in person or by proxy at suchmeeting shall so determine. Any stockholder entitled to vote on any matter (other than elections ofdirectors) may vote part of the shares in favor of the proposal and refrain from voting theremaining shares or vote them against the proposal, but, if the stockholder fails to specify thenumber of shares such stockholder is voting affirmatively, it will be conclusively presumed thatthe stockholder’s approving vote is with respect to all shares such stockholder is entitled tovote. Except as provided in Section 2.6 of this Article II, the affirmative vote of a majority ofthe shares represented and voting at a duly held meeting at which a quorum is present (which sharesvoting affirmatively also constitute at least a majority of the required quorum) shall be the actof the stockholders, unless the vote of a greater number or voting by classes is required by theCorporations Code of Delaware or the Certificate of Incorporation or these Bylaws.     Section 2.10 Waiver of Notice or Consent by Absent Stockholder.     The transactions at any meeting of stockholders, either annual or special, however called andnoticed, and wherever held, shall be as valid as though had at a meeting duly held after regularcall and notice, if a quorum be present either in person or by proxy, and if, either before orafter the meeting, each person entitled to vote, not present in person or by proxy, signs a writtenwaiver of notice or a consent to a holding of the meeting, or an approval of the minutes thereof.The waiver of notice, consent to the holding of the meeting or approval of the minutes thereof neednot specify either the business to be transacted or the purpose of any annual or special meeting ofstockholders. All such waivers, consents or approvals shall be filed with the corporate records ormade a part of the minutes of the meeting.     Attendance of a person at a meeting shall also constitute a waiver of notice of and presenceat such meeting, except when the person objects, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called or convened and except thatattendance at a meeting is not a waiver of any right to object to the consideration of mattersrequired by the Corporations Code of Delaware to be included in the notice but which were notincluded in the notice, if such objection is expressly made at the meeting.
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     Section 2.11 List of Stockholders Entitled to Vote.     The secretary shall prepare and make, or cause to be prepared and made, at least ten (10) daysbefore every meeting of stockholders, a complete list of the stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of each stockholder and the numberof shares registered in the name of each stockholder. Such list shall be open to the examination ofany stockholder, for any purpose germane to the meeting, during ordinary business hours, for aperiod of at least then (10) days prior to the meeting, either at a place within the city where themeeting is to be held, such place to be specified in the notice of the meeting, or, if not sospecified, at the place where the meeting is to be held. The list shall also be produced and keptat the time and place of the meeting during the whole time thereof, and may be inspected by anystockholder who is present. The stock ledger shall be the only evidence as to who are thestockholders entitled to examine the stock ledger, the list of stockholders required by thisSection 2.10 of Article II or the books of the Corporation, or to vote in person or by proxy at anymeeting of stockholders.     Section 2.12 Record Date for Stockholder Notice, Voting, and Giving Consents.     For purposes of determining the stockholders entitled to notice of any meeting or to vote, theBoard of Directors may fix, in advance, a record date, which shall not be more than sixty (60) daysnor less than ten (10) days prior to the date of any such meeting and in such case onlystockholders at the close of business on the record date so fixed are entitled to notice and tovote, notwithstanding any transfer of any shares on the books of the Corporation after the recorddate fixed as aforesaid, except as otherwise provided in the Corporations Code of Delaware.     If the Board of Directors does not so fix a record date, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close ofbusiness on the business day next preceding the day on which notice is given or, if notice iswaived, at the close of business on the business day next preceding the day on which the meeting isheld.     Section 2.13 Proxies.     Every person entitled to vote for directors or on any other matter shall have the right to doso either in person or by one or more agents authorized by a written proxy signed by the person andfiled with the secretary of the Corporation. A proxy shall be deemed signed if the stockholder’sname is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission orotherwise) by the stockholder or the stockholder’s attorney in fact. A validly executed proxy whichdoes not state that it is irrevocable shall continue in full force and effect unless (i) revoked bythe person executing it, prior to the vote pursuant thereto, by a writing delivered to theCorporation stating that the proxy is revoked or by a subsequent proxy executed by the personexecuting the prior proxy and presented to the meeting, or as to any meeting by attendance at suchmeeting and voting in person by the person executing the proxy; or (ii) written notice of the deathor incapacity of the maker of such proxy is received by the Corporation before the vote pursuantthereto is counted; provided, however, that no such proxy shall be valid after the expiration ofeleven (11) months from the date of such proxy, unless otherwise provided in the proxy.
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     Section 2.14 Inspectors of Election.     Before any meeting of stockholders, the Board of Directors may appoint any persons other thannominees for office to act as inspectors of election at the meeting or its adjournment. If noinspectors of election are so appointed, the chairman of the meeting may, and on the request of anystockholder or a stockholder’s proxy shall, appoint inspectors of election at the meeting. Thenumber of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meetingon the request of one or more stockholders or proxies, the holders of a majority of shares or theirproxies present at the meeting shall determine whether one (1) or three (3) inspectors are to beappointed. If any person appointed as inspector fails to appear or fails or refuses to act, thechairman of the meeting may, and upon the request of any stockholder or a stockholder’s proxyshall, appoint a person to fill such vacancy.     The duties of these inspectors shall be as follows:          (a) Determine the number of shares outstanding and the voting power of each, the sharesrepresented at the meeting, the existence of a quorum, and the authenticity, validity and effect ofproxies;          (b) Receive votes, ballots or consents;          (c) Hear and determine all challenges and questions in any way arising in connection with theright to vote;          (d) Count and tabulate all votes or consents;          (e) Determine when the polls shall close;          (f) Determine the result; and          (g) Do any other acts that may be proper to conduct the election or vote with fairness to allstockholders.     Section 2.15 No Action By Written Consent.     Any action required or permitted to be taken by stockholders of the Corporation must beeffected at an annual or special meeting of stockholders of the Corporation and may not be effectedby any consent in writing by such stockholders.ARTICLE IIIDIRECTORS     Section 3.1 Powers.     Subject to the provisions of the Corporations Code of Delaware and any limitations in theCertificate of Incorporation and these bylaws relating to action required to be approved by the
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stockholders or by the outstanding shares, the business and affairs of the Corporation shall bemanaged and all corporate powers shall be exercised by or under the direction of the Board ofDirectors.     Section 3.2 Number.     Except as may be provided by the terms of any class or series of stock having a preferenceover the Corporation’s common stock, the number of directors of the Corporation shall be fixed fromtime to time by resolution of the Board of Directors, but shall not be less than seven (7) and notmore than fifteen (15), divided into three equal classes, to the extent possible, with the terms ofoffice of one class expiring each year. The classes shall be initially comprised of directorsappointed by the board of directors. If the number of directors is changed by the board ofdirectors, then any newly created directorships or any decrease in directorships shall beapportioned among the classes as to make all classes as nearly equal as possible; provided,however, that no decrease in the number of directors shall shorten the term of any incumbentdirector. Subject to the rights of the holders of any class or series of stock having a preferenceover the Corporation’s common stock as to dividends or upon liquidation, at each annual meeting,the successors of the class of directors whose terms expire at that meeting shall be elected tohold office for a term expiring at the annual meeting of stockholders held in the third yearfollowing the year of their election. The first board of directors and subsequent boards ofdirectors shall consist of eleven (11) directors until changed as herein provided.     Section 3.3 Terms.     Except as may be otherwise provided by the terms of any class or series of stock having apreference over the Corporation’s common stock, each director shall hold office until (i) theannual meeting of stockholders in the calendar year in which his or her term of office expires anduntil his successor is elected and qualified or (ii) his earlier death, resignation or removal inthe manner that the directors of the Corporation, other than those who may be elected pursuant tothe terms of any series of preferred stock or any other securities of the Corporation other thancommon stock, may determine from time to time. Except as may be otherwise provided by the terms ofany series of preferred stock or any other securities of the Corporation, no decrease in theauthorized number of directors shall shorten the term of any incumbent directors. In any electionof directors, the persons receiving a plurality of the votes) cast up to a number of directors tobe elected in such election, shall be deemed to be elected.     Section 3.4 Removal.     At any meeting of stockholders properly called for such purpose and with prior notice thereof,all the directors, or all the directors of a particular class, or any individual director, may beremoved with or without cause by the affirmative vote of a majority of the outstanding sharesentitled to vote.     Section 3.5 Nomination of Directors.     Subject to the rights of the holders of any class or series having a preference over commonstock, only persons who are nominated in accordance with the following procedures shall be eligiblefor election as directors of the Corporation, except as may be otherwise provided in theCertificate
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of Incorporation with respect to the right of holders of preferred stock of the Corporation tonominate and elect a specified number of directors in certain circumstances. Nominations of personsfor election to the Board of Directors may be made at any annual meeting of stockholders, or at anyspecial meeting of stockholders called for the purpose of electing directors, (a) by or at thedirection of the Board of Directors (or any duly authorized committee thereof) or (b) by anystockholder of the Corporation (i) who is a stockholder of record on the date of the giving of thenotice provided for in this Section 3.5 of this Article III and on the record date of thedetermination of stockholders entitled to vote at such meeting and (ii) who complies with thenotice procedures set forth in this Section 3.5 of this Article III.     In addition to any other applicable requirements, for a nomination to be made by astockholder, such stockholder must have given timely notice thereof in proper written form to thesecretary of the Corporation.     To be timely, a stockholder’s notice to the secretary must be delivered to or mailed andreceived at the principal executive offices of the Corporation (a) in the case of annual meeting,not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of theimmediately preceding annual meeting of stockholders; provided, however, that in the event that theannual meeting is called for a date that is not within thirty (30) days before or after suchanniversary date, notice by the stockholder in order to be timely must be so received not laterthan the close of business on the tenth (10th) day following the day on which such notice of thedate of the annual meeting was mailed or such public disclosure of the date of the annual meetingwas made, whichever first occurs; and (b) in the case of a special meeting of stockholders calledfor the purpose of electing directors, not more than ninety (90) days prior to such meeting and notlater than the later of sixty (60) days prior to the special meeting or ten (10) days following theday on which public announcement of the meeting is first made by the Company.     To be in proper written form, a stockholder’s notice to the secretary must set forth (a) as toeach person whom the stockholder proposes to nominate for election as a director (i) the name, age,business address and residence address of the person, (ii) the principal occupation or employmentof the person, (iii) the class or series and number of shares of capital stock of the Corporationwhich are owned beneficially or of record by the person and (iv) any other information relating tothe person that would be required to be disclosed in a proxy statement or other filings required tobe made in connection with solicitations of proxies for election of directors pursuant to Section14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) as to thestockholder giving the notice (i) the name and record address of such stockholder, (ii) the classor series and number of shares of capital stock of the Corporation which are owned beneficially orof record by such stockholder, (iii) a description of all arrangements or understandings betweensuch stockholder and each proposed nominee and any other person or persons (including their names)pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation thatsuch stockholder intends to appear in person or by proxy at the meeting to nominate the person(s)named in his notice and (v) any other information relating to such stockholder that would berequired to be disclosed in a proxy statement or other filings required to be made in connectionwith solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Actand the rules and regulations promulgated thereunder. Such notice must be accompanied by a writtenconsent of each proposed nominee to be named as nominee and to serve as a director if elected.
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     No person shall be eligible for election as a director of the Corporation unless nominated inaccordance with the procedures set forth in this Section 3.5 of this Article III. If the chairmanof the meeting determines that a nomination was not made in accordance with the foregoingprocedures, the chairman shall declare to the meeting that the nomination was defective and suchdefective nomination shall be disregarded.     Section 3.6 Vacancies.     Except as may be otherwise provided by the terms of any class or series of stock having apreference over the Corporation’s common stock, newly created directorships resulting from anyincrease in the number of directors and any vacancies on the Board of Directors resulting fromdeath, resignation, disqualification, removal or other cause shall be filled solely by theaffirmative vote two-thirds (2/3) of the remaining directors then in office, even though less thana quorum of the Board of Directors. Any director elected in accordance with the preceding sentenceshall hold office for the remainder of the full term of the director in which the new directorshipwas created or the vacancy occurred and until such director’s successor shall have been elected andqualified.     Any director may resign effective upon giving written notice to the chairman of the board, thepresident, the secretary or the Board of Directors, unless the notice specifies a later time forthe effectiveness of such resignation. If the resignation of a director is effective at a futuretime, the Board of Directors may, subject to Section 3.17, elect a successor to take office whenthe resignation becomes effective.     No reduction of the authorized number of directors shall have the effect of removing anydirector prior to the expiration of his term of office.     Section 3.7 Place of Meetings and Telephonic Meetings.     Regular meetings of the Board of Directors may be held at any place within or without theState of Delaware that has been designated from time to time by resolution of the board. In theabsence of such designation, regular meetings shall be held at the principal executive office ofthe Corporation. Special meetings of the board shall be held at any place within or without theState of Delaware that has been designated in the notice of the meeting or, if not stated in thenotice or there is no notice, at the principal executive office of the Corporation. Any meeting,regular or special, may be held by conference telephone or similar communication equipment, so longas all directors participating in such meeting can hear one another, and all such directors shallbe deemed to be present in person at such meeting.     Section 3.8 Annual Meeting.     Immediately following each annual meeting of stockholders, the Board of Directors shall hold aregular meeting for the purpose of organization, any desired election of officers and thetransaction of other business. Notice of this meeting shall not be required.
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     Section 3.9 Other Regular Meetings.     Other regular meetings of the Board of Directors shall be held without call at such time asshall from time to time be fixed by the Board of Directors. Such regular meetings may be heldwithout notice.     Section 3.10 Special Meetings.     Special meetings of the Board of Directors for any purpose or purposes may be called at anytime by the chairman of the board or the president or any vice president or the secretary or anytwo directors.     Notice of the time and place of special meetings shall be delivered personally or by telephoneto each director or sent by first-class mail or telegram, charges pre-paid, addressed to eachdirector at his or her address as it is shown upon the records of the Corporation. In case suchnotice is mailed, it shall be deposited in the United States mail at least four (4) days prior tothe time of the holding of the meeting. In case such notice is delivered personally, or bytelephone or telegram, it shall be delivered personally or by telephone or to the telegraph companyat least forty-eight (48) hours prior to the time of the holding of the meeting. Any oral noticegiven personally or by telephone may be communicated to either the director or to a person at theoffice of the director who the person giving the notice has reason to believe will promptlycommunicate it to the director. The notice need not specify the purpose of the meeting nor theplace if the meeting is to be held at the principal executive office of the Corporation.     Section 3.11 Quorum.     A majority of the authorized number of directors shall constitute a quorum for the transactionof business, except to adjourn as hereinafter provided. Every act or decision done or made by amajority of the directors present at a meeting duly held at which a quorum is present shall beregarded as the act of the Board of Directors. A meeting at which a quorum is initially present maycontinue to transact business notwithstanding the withdrawal of directors, if any action taken isapproved by at least a majority of the required quorum for such meeting.     Section 3.12 Waiver of Notice.     Notice of a meeting need not be given to any director who signs a waiver of notice or aconsent to holding the meeting or an approval of the minutes thereof, whether before or after themeeting, or who attends the meeting without protesting, prior thereto or at its commencement, thelack of notice. The waiver of notice or consent need not specify the purpose of the meeting. Allsuch waivers, consents and approvals shall be filed with the corporate records or made a part ofthe minutes of the meeting.     Section 3.13 Adjournment.     A majority of the directors present, whether or not constituting a quorum, may adjourn anymeeting to another time and place.
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     Section 3.14 Notice of Adjournment.     Notice of the time and place of holding an adjourned meeting need not be given, unless themeeting is adjourned for more than twenty-four hours, in which case notice of such time and placeshall be given prior to the time of the adjourned meeting, in the manner specified in Section 3.10of this Article III, to the directors who were not present at the time of the adjournment.     Section 3.15 Action Without Meeting.     Any action required or permitted to be taken by the Board of Directors may be taken without ameeting, if all members of the board shall individually or collectively consent in writing to suchaction. Such action by written consent shall have the same force and effect as a unanimous vote ofthe Board of Directors. Such written consent or consents shall be filed with the minutes of theproceedings of the board.     Section 3.16 Fees and Compensation of Directors.     Directors and members of committees may receive such compensation, if any, for their services,and such reimbursement of expenses, as may be fixed or determined by resolution of the Board ofDirectors. Nothing contained herein shall be construed to preclude any director from serving theCorporation in any other capacity as an officer, agent, employee, or otherwise, and receivingcompensation for such services.ARTICLE IVCOMMITTEES     Section 4.1 Committees of Directors.     The Board of Directors may, by resolution adopted by a majority of the authorized number ofdirectors, designate one or more committees, each consisting of two or more directors, to serve atthe pleasure of the board. The board may designate one or more directors as alternate members ofany committee, who may replace any absent member at any meeting of the committee. The appointmentof members or alternate members of a committee requires the vote of a majority of the authorizednumber of directors. Any such committee, to the extent provided in the resolution of the board,shall have all the authority of the board, except with respect to:          (a) the approval of any action which, under the Corporations Code of Delaware or in theCertificates of Incorporation, also requires stockholders’ approval or approval of the outstandingshares;          (b) the filling of vacancies on the Board of Directors or in any committee;          (c) the fixing of compensation of the directors for serving on the board or on any committee;          (d) the amendment or repeal of bylaws or the adoption of new bylaws;
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          (e) the amendment or repeal of any resolution of the Board of Directors which by its expressterms is not so amendable or repealable;          (f) a distribution to the stockholders of the Corporation, except at a rate or in a periodicamount or within a price range determined by the Board of Directors; or          (g) the appointment of any other committees of the Board of Directors or the members thereof.     Section 4.2 Meetings and Action of Committees.     Meetings and action of committees shall be governed by, and held and taken in accordance with,the provisions of Article III of these bylaws, Sections 3.7 (place of meetings), 3.9 (regularmeetings), 3.10 (special meetings and notice), 3.11 (quorum), 3.12 (waiver of notice), 3.13(adjournment), 3.14 (notice of adjournment) and 3.15 (action without meeting), with such changes inthe context of those bylaws as are necessary to substitute the committee and its members for theBoard of Directors and its members, except that the time of regular meetings of committees may bedetermined by resolution of the Board of Directors as well as by resolution of the committee;special meetings of committees may also be called by resolution of the Board of Directors; andnotice of special meetings of committees shall also be given to all alternate members, who shallhave the right to attend all meetings of the committee. The Board of Directors may adopt rules forthe government of any committee not inconsistent with the provisions of these bylaws.ARTICLE VOFFICERS     Section 5.1 Officers.     The officers of the Corporation shall be a president, a secretary and a chief financialofficer. The Corporation may also have, at the discretion of the Board of Directors, a chairman ofthe board, one or more vice-presidents, one or more assistant secretaries, one or more assistanttreasurers, and such other officers as may be appointed in accordance with the provisions ofSection 5.3 of this Article V. Any number of offices may be held by the same person.     Section 5.2 Election of Officers.     The officers of the Corporation, except such officers as may be appointed in accordance withthe provisions of Section 5.3 or Section 5.5 of this Article V, shall be chosen by the Board ofDirectors, and each shall serve at the pleasure of the board, subject to the rights, if any, of anofficer under any contract of employment.     Section 5.3 Subordinate Officers, Etc.     The Board of Directors may appoint, and may empower the president to appoint, such otherofficers as the business of the Corporation may require, each of whom shall hold office for such
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period, have such authority and perform such duties as are provided in the bylaws or as the Boardof Directors may from time to time determine.     Section 5.4 Removal and Resignation of Officers.     Subject to the rights, if any, of an officer under any contract of employment, any officer maybe removed, either with or without cause, by the Board of Directors, at any regular or specialmeeting thereof, or, except in case of an officer chosen by the Board of Directors, by any officerupon 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 suchresignation shall take effect at the date of the receipt of such notice or at any later timespecified therein; and, unless otherwise specified therein, the acceptance of such resignationshall not be necessary to make it effective. Any such resignation is without prejudice to therights, if any, of the Corporation under any contract to which the officer is a party.     Section 5.5 Vacancies in Offices.     A vacancy in any office because of death, resignation, removal, disqualification or any othercause shall be filled in the manner prescribed in these bylaws for regular appointments to suchoffice.     Section 5.6 Chairman of the Board.     The chairman of the board, if such an officer be elected, shall, if present, preside at allmeetings of the Board of Directors and exercise and perform such other powers and duties as may befrom time to time assigned to him by the Board of Directors or prescribed by the bylaws. If thereis no president, the chairman of the board shall in addition be the chief executive officer of theCorporation and shall have the powers and duties prescribed in Section 5.7 of this Article V.     Section 5.7 President.     Subject to such supervisory powers, if any, as may be given by the Board of Directors to thechairman of the board, if there be such an officer, the president shall be the chief executiveofficer of the Corporation and shall, subject to the control of the Board of Directors, havegeneral supervision, direction and control of the business and the officers of the Corporation. Thepresident shall preside at all meetings of the stockholders and, in the absence of the chairman ofthe board, or if there be none, at all meetings of the Board of Directors. The president shall havethe general powers and duties of management usually vested in the office of president of aCorporation, and shall have such other powers and duties as may be prescribed by the Board ofDirectors or the bylaws.     Section 5.8 Vice Presidents.     In the absence or disability of the president, the vice presidents, if any, in order of theirrank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Boardof Directors, shall perform all the duties of the president, and when so acting shall have all thepowers of, and be subject to all restrictions upon, the president. The vice presidents shall havesuch other
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powers and perform such other duties as from time to time may be prescribed for them respectivelyby the Board of Directors or the bylaws, the president or the chairman of the board.     Section 5.9 Secretary.     The secretary shall keep or cause to be kept, at the principal executive office or such otherplace as the Board of Directors may order, a book of minutes of all meetings and actions ofdirectors, committees of directors and stockholders, with the time and place of holding, whetherregular or special, and, if special, how authorized, the notice thereof given, the names of thosepresent at directors’ and committee meetings, the number of shares present or represented atstockholders’ meetings, and the proceedings thereof.     The secretary shall keep, or cause to be kept, at the principal executive office or at theoffice of the Corporation’s transfer agent or registrar, as determined by resolution of the Boardof Directors, a share register, or a duplicate share register, showing the names of allstockholders and their addresses, the number and classes of shares held by each, the number anddate of certificates issued for the same, and the number and date of cancellation of everycertificate surrendered for cancellation.     The secretary shall give, or cause to be given, notice of all meetings of the stockholders andof the Board of Directors required by the bylaws or by law to be given, and the secretary shallkeep the seal of the Corporation, if one be adopted, in safe custody, and shall have such otherpowers and perform such other duties as may be prescribed by the Board of Directors or by thebylaws.     Section 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 ofthe Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains,losses, capital, retained earnings and shares. The books of account shall at all reasonable timesbe open to inspection by any director.     The chief financial officer shall deposit all moneys and other valuables in the name and tothe credit of the Corporation with such depositaries as may be designated by the Board ofDirectors. The chief financial officer shall disburse the funds of the Corporation as may beordered by the Board of Directors, shall render to the president and directors, whenever theyrequest it, an account of all transactions as chief financial officer and of the financialcondition of the Corporation, and shall have such other powers and perform such other duties as maybe prescribed by the Board of Directors or the bylaws.
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ARTICLE VIINDEMNIFICATION OF DIRECTORS,