**Exhibit 3.2**

 

**AMENDEDAND RESTATED BYLAWS**

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**OF**

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**AVOCENTCORPORATION**

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**aDelaware Corporation**

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**Effectiveas of February 20, 2003**

 

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**AMENDED AND RESTATED BYLAWS OF**

 

**AVOCENT CORPORATION**

 

(effective February 20, 2003)

 

 

# ARTICLE I

#  

# CORPORATE OFFICES

 

## 1.1           REGISTEREDOFFICE

 

The registered office of Avocent Corporation shall be1209 Orange Street, in the City of Wilmington, County of New Castle, State ofDelaware, 19801.  The name of theregistered agent of the Corporation at such location is The Corporation TrustCompany.

 

## 1.2           OTHEROFFICES

 

The board of directors may at any time establish otheroffices at any place or places where the Corporation is qualified to dobusiness.

 

# ARTICLE II

#  

# MEETINGS OF STOCKHOLDERS

 

## 2.1           PLACEOF MEETINGS

 

Meetings of stockholders shall be held at any place,within or outside the State of Delaware, designated by the board ofdirectors.  In the absence of any suchdesignation, stockholders’ meetings shall be held at the principal executiveoffice of the Corporation.

 

## 2.2           ANNUALMEETING

 

The annual meeting of stockholders shall be held eachyear on a date and at a time designated by the board of directors.  At the meeting, directors shall be electedand any other proper business may be transacted.

 

## 2.3           SPECIALMEETING

 

A special meeting of the stockholders may be called atany time only by (i) the board of directors, (ii) the chairman of theboard, (iii) the president or (iv) the chief executive officer.

 

If a special meeting is called by any person otherthan the board of directors, the request shall be in writing, specifying thetime of such meeting and the general nature of the business

 

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proposed to betransacted, and shall be delivered personally or sent by registered mail or bytelegraphic or other facsimile transmission to the chairman of the board, thepresident, any vice president, or the secretary of the corporation.  No business may be transacted at suchspecial meeting otherwise than specified in such notice.  The officer receiving the request shallcause notice to be promptly given to the stockholders entitled to vote, inaccordance with the provisions of Sections 2.4 and 2.5 of this Article II, thata meeting will be held at the time requested by the person or persons who calledthe meeting, not less than thirty-five (35) nor more than sixty (60) days afterthe receipt of the request.  If thenotice is not given within twenty (20) days after the receipt of the request,the person or persons requesting the meeting may give the notice.  Nothing contained in this paragraph of thisSection 2.3 shall be construed as limiting, fixing, or affecting the time whena meeting of stockholders called by action of the board of directors may beheld.

 

## 2.4           NOTICEOF STOCKHOLDERS’ MEETINGS

 

All notices of meetings with stockholders shall be inwriting and shall be sent or otherwise given in accordance with Section 2.6 orSection 12.1 of these Bylaws not less than 10 nor more than 60 days before thedate of the meeting to each stockholder entitled to vote at such meeting.  The notice shall specify the place, date andhour of the meeting, and, in the case of a special meeting, the purpose orpurposes for which the meeting is called.

 

## 2.5           ADVANCENOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

 

To be properly brought before an annual meeting orspecial meeting, nominations for the election of director or other businessmust 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 properlybrought 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 beconsidered properly brought before the meeting by a stockholder, suchstockholder must have given timely notice and in proper form of his intent tobring such business before such meeting. To be timely, such stockholder’s notice must be delivered to or mailedand received by the secretary of the Corporation not less than 90 days prior tothe meeting; provided, however, that in the event that less than 100 daysnotice or prior public disclosure of the date of the meeting is given or madeto stockholders, notice by the stockholder to be timely must be so received notlater than the close of business on the tenth day following the day on whichsuch notice of the date of the meeting was mailed or such public disclosure wasmade.  To be in proper form, a stockholder’snotice to the secretary shall set forth:

 

### (i)                                     thename 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 theperson or persons to be nominated or the nature of the business to be proposed;

 

### (ii)                                  arepresentation that the stockholder is a holder of record of stock of theCorporation entitled to vote at such meeting and, if applicable, intends toappear in person or by proxy at the meeting to nominate the person or

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### persons specified in thenotice or introduce the business specified in the notice;

 

### (iii)                               if applicable, adescription of all arrangements or understandings between the stockholder andeach nominee and any other person or persons (naming such person or persons)pursuant to which the nomination or nominations are to be made by thestockholder;

 

### (iv)                              suchother information regarding each nominee or each matter of business to beproposed by such stockholder as would be required to be included in a proxystatement filed pursuant to the proxy rules of the Securities and ExchangeCommission had the nominee been nominated, or intended to be nominated, or thematter been proposed, or intended to be proposed by the board of directors; and

 

### (v)                                 ifapplicable, the consent of each nominee to serve as director of the Corporationif so elected.

 

The chairman of the meeting may refuse to acknowledgethe nomination of any person or the proposal of any business not made incompliance with the foregoing procedure.

 

## 2.6           MANNEROF GIVING NOTICE; AFFIDAVIT OF NOTICE

 

Notice of any meeting of stockholders shall be given:

 

### (i)                                     ifmailed, when deposited in the United States mail, postage prepaid, directed tothe stockholder at his address as it appears on the records of the Corporation;or

 

### (ii)                                  ifelectronically transmitted, when transmitted as provided in Section 12.1 ofthese Bylaws.

 

An affidavit of the secretary or an assistantsecretary or of the transfer agent of the Corporation that the notice has beengiven by mail or by a form of electronic transmission shall, in the absence offraud, be prima facie evidence of the facts stated therein.

 

## 2.7           QUORUM

 

The holders of a majority of the stock issued andoutstanding and entitled to vote thereat, present in person or represented byproxy, shall constitute a quorum at all meetings of the stockholders for thetransaction of business except as otherwise provided by statute or by thecertificate of incorporation.  If,however, such quorum is not present or represented at any meeting of thestockholders, then either (i) the chairman of the meeting, or (ii) thestockholders entitled to vote thereat, present in person or represented byproxy, shall have power to adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum is present orrepresented.  At such adjourned meetingat which a quorum is present or represented, any business may be transactedthat might have been transacted at the meeting as originally noticed.

 

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When a quorum is present or represented at anymeeting, the vote of the holders of a majority of the stock having voting powerpresent in person or represented by proxy shall decide any question broughtbefore such meeting, unless the question is one upon which, by expressprovisions of the statutes or of the certificate of incorporation, a differentvote is required, in which case such express provision shall govern and controlthe decision of the question.

 

## 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 theadjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken.  At theadjourned meeting the Corporation may transact any business that might havebeen transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournmenta new record date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be given to each stockholder of record entitled to vote at themeeting.

 

## 2.9           VOTING

 

The stockholders entitled to vote at any meeting ofstockholders shall be determined in accordance with the provisions of Sections2.12 and 2.14 of these Bylaws, subject to the provisions of Sections 217 and218 of the General Corporation Law of Delaware (relating to voting rights offiduciaries, pledgors and joint owners of stock and to voting trusts and othervoting agreements).

 

Except as may be otherwise provided in the certificateof incorporation, each stockholder shall be entitled to one vote for each shareof capital stock held by such stockholder.

 

## 2.10         WAIVEROF NOTICE

 

Whenever notice is required to be given under any provisionof the General Corporation Law of Delaware or of the certificate ofincorporation or these Bylaws, a written waiver signed by the person entitledto notice, or a waiver by electronic transmission by a person entitled tonotice, whether before or after the time stated therein, shall be deemedequivalent to notice.  Attendance of aperson at a meeting shall constitute a waiver of notice of such meeting, exceptwhen the person attends a meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the stockholders need be specified in any writtenwaiver of notice or any waiver by electronic transmission unless so required bythe certificate of incorporation or these Bylaws.

 

## 2.11         NOSTOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

 

The stockholders of the Corporation may not takeaction by written consent without a meeting but must take any actions only at aduly called annual or special meeting of stockholders.

 

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## 2.12         RECORDDATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

 

In order that the Corporation may determine thestockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, or entitled to express consent to corporate action inwriting without a meeting, or entitled to receive payment of any dividend orother distribution or allotment of any rights, or entitled to exercise anyrights in respect of any change, conversion or exchange of stock or for thepurpose of any other lawful action, the board of directors may fix, in advance,a record date, which shall not be more than 60 nor less than 10 days before thedate of such meeting, nor more than 60 days prior to any other action.

 

If the board of directors does not so fix a recorddate, the fixing of such record date shall be governed by the provisions ofSection 213 of the General Corporation Law of Delaware.

 

A determination of stockholders of record entitled tonotice of or to vote at a meeting of stockholders shall apply to anyadjournment of the meeting; provided, however, that the board of directors mayfix a new record date for the adjourned meeting.

 

## 2.13         PROXIES

 

Each stockholder entitled to vote at a meeting ofstockholders or to express consent or dissent to corporate action in writingwithout a meeting may authorize another person or persons to act for suchstockholder by proxy by an instrument in writing or by any other transmissionpermitted by law filed in accordance with the procedure established for themeeting, but no such proxy shall be voted or acted upon after 3 years from itsdate, unless the proxy provides for a longer period.  A proxy shall be deemed signed if the stockholder’s name isplaced on the proxy (whether by manual signature, typewriting, telegraphic orelectronic or other transmission or otherwise) by the stockholder or thestockholder’s attorney-in-fact.  Therevocability of a proxy that states on its face that it is irrevocable shall begoverned by the provisions of Section 212(c) of the General Corporation Law ofDelaware.

 

## 2.14         LISTOF STOCKHOLDERS ENTITLED TO VOTE

 

The officer who has charge of the stock ledger of aCorporation shall prepare and make, at least 10 days before every meeting ofstockholders, a complete list of the stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of eachstockholder.  Such list shall be open tothe examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least 10 days prior to themeeting, 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 sospecified, at the place where the meeting is to be held.  The stock ledger shall also be produced andkept at the time and place of the meeting during the whole time thereof, andmay be inspected by any stockholder 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 orthe books of the Corporation, or to vote in person or by proxy at any meetingof stockholders and of the number of shares held by each such stockholder.

 

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## 2.15         CONDUCTOF BUSINESS

 

Meetings of stockholders shall be presided over by thechairman of the board, if any, or in his absence by the president, or in hisabsence by a vice president, or in the absence of the foregoing persons by achairman designated by the board of directors, or in the absence of suchdesignation by a chairman chosen at the meeting.  The secretary shall act as secretary of the meeting, but in hisabsence the chairman of the meeting may appoint any person to act as secretaryof the meeting.  The chairman of anymeeting of stockholders shall determine the order of business and theprocedures at the meeting, including such matters as the regulation of themanner of voting and conduct of business.

 

# ARTICLE III

#  

# DIRECTORS

 

## 3.1           POWERS

 

Subject to the provisions of the General CorporationLaw of Delaware and any limitations in the certificate of incorporation orthese Bylaws relating to action required to be approved by the stockholders orby the outstanding shares, the business and affairs of the Corporation shall bemanaged and all corporate powers shall be exercised by or under the directionof the board of directors.

 

## 3.2           NUMBER

 

The authorized number of directors of the Corporationshall be established from time to time by resolution of the Board ofDirectors.  No reduction of theauthorized number of directors shall have the effect of removing any directorbefore that director’s term of office expires.

 

## 3.3           CLASSESAND ELECTION OF DIRECTORS

 

The Directors shall be divided into three classesdesignated as Class I, Class II and Class III,respectively.  Directors shall beassigned to each class in accordance with a resolution or resolu­tions adoptedby the Board of Directors.  At the firstannual meeting of stockholders following the date hereof, the term of office ofthe Class I Directors shall expire and Class I Directors shall beelected for a full term of three years. At the second annual meeting of stockholders following the date hereof,the term of office of the Class II Directors shall expire andClass II Directors shall be elected for a full term of three years.  At the third annual meeting of stockholdersfollowing the date hereof, the term of office of the Class III Directorsshall expire and Class III Directors shall be elected for a full term ofthree years.  At each succeeding annualmeeting of stockholders, directors shall be elected for a full term of threeyears to succeed the directors of the class whose terms expire at such annualmeeting.  Each Director, including aDirector elected to fill a vacancy, shall hold office until such director’ssuccessor is duly elected and qualified or until such director’s earlier death,resignation or removal.

 

All elections of directors by shareholders shall be bywritten ballot, unless otherwise provided in the certificate ofincorporation.  If authorized by theboard of directors, such requirement of a written ballot shall be satisfied bya ballot submitted by electronic transmission,

 

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provided that any suchelectronic transmission must be either set forth or be submitted withinformation from which it can be determined that the electronic transmissionauthorized by the stockholder or proxy holder.

 

## 3.4           RESIGNATIONAND VACANCIES

 

Any director may resign at any time upon writtennotice or by electronic transmission to the Corporation.  Subject to the requirements, if any, setforth in the certificate of incorporation, stockholders may remove directorswith or without cause.  Unless otherwiseprovided in the certificate of incorporation, any vacancy occurring in theboard of directors with or without cause may be filled by a majority of theremaining members of the board of directors, although such majority is lessthan a quorum, or by a plurality of the votes cast at a meeting ofstockholders, and each director so elected shall hold office until theexpiration of the term of office of the director who is being replaced.

 

Unless otherwise provided in the certificate ofincorporation or these Bylaws:

 

### (i)                                     Vacanciesand newly created directorships resulting from any increase in the authorizednumber of directors elected by all of the stockholders having the right to voteas 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)                                  Wheneverthe holders of any class or classes of stock or series thereof are entitled toelect one or more directors by the provisions of the certificate ofincorporation, vacancies and newly created directorships of such class orclasses or series may be filled by a majority of the directors elected by suchclass or classes or series thereof then in office, or by a sole remainingdirector so elected.

 

If at any time, by reason of death or resignation orother cause, the Corporation should have no directors in office, then anyofficer or any stockholder or an executor, administrator, trustee or guardianof a stockholder, or other fiduciary entrusted with like responsibility for theperson or estate of a stockholder, may apply to the Court of Chancery for adecree summarily ordering an election as provided in Section 211 of the GeneralCorporation Law of Delaware.

 

If, at the time of filling any vacancy or any newlycreated directorship, the directors then in office constitute less than amajority of the whole board (as constituted immediately prior to any suchincrease), then the Court of Chancery may, upon application of any stockholderor stockholders holding at least 10% of the total number of the shares at thetime outstanding having the right to vote for such directors, summarily orderan election to be held to fill any such vacancies or newly createddirectorships, or to replace the directors chosen by the directors then inoffice as aforesaid, which election shall be governed by the provisions ofSection 211 of the General Corporation Law of Delaware as far as applicable.

 

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## 3.5           PLACEOF MEETINGS; MEETINGS BY TELEPHONE

 

The board of directors of the Corporation may holdmeetings, both regular and special, either within or outside the State ofDelaware.

 

Unless otherwise restricted by the certificate ofincorporation or these Bylaws, members of the board of directors, or anycommittee designated by the board of directors, may participate in a meeting ofthe board of directors, or any committee, by means of conference telephone orsimilar communications equipment by means of which all persons participating inthe meeting can hear each other, and such participation in a meeting shallconstitute presence in person at the meeting.

 

## 3.6           REGULARMEETINGS

 

Regular meetings of the board of directors may be heldwithout notice at such time and at such place as shall from time to time bedetermined by the board.

 

## 3.7           SPECIAL MEETINGS; NOTICE

 

Special meetings of the board of directors for anypurpose or purposes may be called at any time by the chairman of the board, thepresident, any vice president, the secretary or any two directors.

 

Notice of the time and place of special meetings shallbe:

 

### (i)                                     deliveredpersonally by hand, by courier, or by telephone;

 

### (ii)                                  sentby United States first-class mail, postage prepaid;

 

### (iii)                               sentby facsimile; or

 

### (iv)                              sentby electronic mail

 

directed to each directorat that director’s address, telephone number, facsimile number, or electronicmail address, as the case may be, as shown on the records of the Corporation.

 

If the notice is sent by United States mail, it shallbe deposited in the United States mail at least 4 days before the time of theholding of the meeting.  If the noticeis (i) delivered personally by hand, by courier, or by telephone, (ii) sent byfacsimile, or (iii) sent by electronic mail, it shall be delivered or sent atleast 24 hours before the time of the holding of the meeting.  Any oral notice given personally or bytelephone may be communicated either to the director or to a person at theoffice of the director who the person giving the notice has reason to believewill promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, ifthe meeting is to be held at the principal executive office of the Corporation.

 

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## 3.8           QUORUM

 

At all meetings of the board of directors, a majorityof the authorized number of directors shall constitute a quorum for thetransaction of business and the act of a majority of the directors present atany meeting at which there is a quorum shall be the act of the board ofdirectors, except as may be otherwise specifically provided by statute or bythe certificate of incorporation.

 

## 3.9           WAIVEROF NOTICE

 

Whenever notice is required to be given under anyprovision of the General Corporation Law of Delaware or of the certificate ofincorporation or these Bylaws, a written waiver, signed by the person entitledto notice, or a waiver by electronic transmission by a person entitled tonotice, whether before or after the time stated therein, shall be deemedequivalent to notice.  Attendance of aperson at a meeting shall constitute a waiver of notice of such meeting, exceptwhen the person attends a meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the directors, or members of a committee ofdirectors, need be specified in any written waiver of notice or any waiver byelectronic transmission unless so required by the certificate of incorporationor these Bylaws.

 

## 3.10         ADJOURNEDMEETING; NOTICE

 

If a quorum is not present at any meeting of the boardof directors, then the directors present thereat may adjourn the meeting fromtime to time, without notice other than announcement at the meeting, until aquorum is present.

 

## 3.11         CONDUCTOF BUSINESS

 

Meetings of the board of directors shall be presidedover by the chairman of the board, if any, or in his absence by the chiefexecutive officer, or in their absence by a chairman chosen at themeeting.  The secretary shall act assecretary of the meeting, but in his absence the chairman of the meeting mayappoint any person to act as secretary of the meeting.  The chairman of any meeting shall determinethe order of business and the procedures at the meeting.

 

## 3.12         BOARDACTION BY WRITTEN CONSENT WITHOUT A MEETING

 

Unless otherwise restricted by the certificate ofincorporation or these Bylaws, any action required or permitted to be taken atany meeting of the board of directors, or of any committee thereof, may betaken without a meeting if all members of the board or committee, as the casemay be, consent thereto in writing or by electronic transmission and thewriting or writings or electronic transmission or transmissions are filed withthe minutes of proceedings of the board of directors or committee.  Such filing shall be in paper form if theminutes are maintained in paper form and shall be in electronic form if theminutes are maintained in electronic form.

 

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## 3.13         FEESAND COMPENSATION OF DIRECTORS

 

Unless otherwise restricted by the certificate ofincorporation or these Bylaws, the board of directors shall have the authorityto fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at eachmeeting of the board of directors and may be paid a fixed sum for attendance ateach meeting of the board of directors or a stated salary as director.  No such payment shall preclude any directorfrom serving the Corporation in any other capacity and receiving compensationtherefor.  Members of special orstanding committees may be allowed like compensation for attending committeemeetings.

 

## 3.14         REMOVALOF DIRECTORS

 

Unless otherwise restricted by statute, any directoror the entire board of directors may only be removed pursuant to the provisionsset forth in the certificate of incorporation. If at any time a class or series of shares is entitled to elect one ormore directors, the provisions of this Article 3.14 shall apply to the vote ofthat class or series and not to the vote of the outstanding shares as a whole.

 

# ARTICLE IV

#  

# COMMITTEES

 

## 4.1           COMMITTEESOF DIRECTORS

 

The board of directors may, by resolution passed by amajority of the whole board, designate one or more committees, with eachcommittee to consist of one or more of the directors of the Corporation.  The board may designate one or moredirectors as alternate members of any committee, who may replace any absent ordisqualified 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 fromvoting, whether or not such member or members constitute a quorum, mayunanimously appoint another member of the board of directors to act at themeeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided inthe resolutions 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 ofdirectors in the management of the business and affairs of the Corporation, andmay authorize the seal of the Corporation to be affixed to all papers that mayrequire it; but no such committee shall have the power or authority to(i) approve or adopt, or recommend to the stockholders, any action ormatter expressly required by the General Corporation Law of Delaware to besubmitted to stockholders for approval or (ii) adopt, approve or repealthe Bylaws of the Corporation.

 

## 4.2           COMMITTEEMINUTES

 

Each committee shall keep regular minutes of itsmeetings and report the same to the board of directors when required.

 

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## 4.3           MEETINGSAND ACTION OF COMMITTEES

 

Meetings and actions of committees shall be governedby, and held and taken in accordance with, the provisions of Article III ofthese 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 (adjournmentand notice of adjournment), Section 3.11 (conduct of business) and 3.12 (actionwithout a meeting), with such changes in the context of those Bylaws as arenecessary to substitute the committee and its members for the board ofdirectors and its members; provided, however, that the time of regular meetingsof committees may also be called by resolution of the board of directors andthat notice of special meetings of committees shall also be given to allalternate members, who shall have the right to attend all meetings of thecommittee.  The board of directors mayadopt rules for the government of any committee not inconsistent with theprovisions of these Bylaws.

 

# ARTICLE V

#  

# OFFICERS

 

## 5.1           OFFICERS

 

The officers of the Corporation shall be a chiefexecutive officer, one or more vice presidents, a secretary and a chieffinancial officer.  The Corporation mayalso have, at the discretion of the board of directors, a chairman of theboard, a president, a chief operating officer, one or more executive, senior orassistant vice presidents, assistant secretaries and any such other officers asmay be appointed in accordance with the provisions of Section 5.2 of theseBylaws.  Any number of offices may beheld by the same person.

 

## 5.2           APPOINTMENTOF OFFICERS

 

Except as otherwise provided in this Section 5.2, theofficers of the Corporation shall be appointed by the board of directors,subject to the rights, if any, of an officer under any contract ofemployment.  The board of directors mayappoint, or empower an officer to appoint, such officers and agents of thebusiness as the Corporation may require (whether or not such officer or agentis described in this Article V), each of whom shall hold office for suchperiod, have such authority, and perform such duties as are provided in theseBylaws or as the board of directors may from time to time determine.  Any vacancy occurring in any office of theCorporation shall be filled by the board of directors or may be filled by theofficer, if any, who appointed such officer.

 

## 5.3           REMOVALAND RESIGNATION OF OFFICERS

 

Subject to the rights, if any, of an officer under anycontract of employment, any officer may be removed, either with or withoutcause, by an affirmative vote of the majority of the board of directors at anyregular or special meeting of the board or, except in the case of an officerchosen by the board of directors, by any officer upon whom such power ofremoval may be conferred by the board of directors or, in the case of anofficer appointed by another officer, by such other officer.

 

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Any officer may resign at any time by giving writtennotice to the Corporation.  Anyresignation shall take effect at the date of the receipt of that notice or atany later time specified in that notice; and, unless otherwise specified inthat notice, the acceptance of the resignation shall not be necessary to makeit effective.  Any resignation iswithout prejudice to the rights, if any, of the Corporation under any contractto which the officer is a party.

 

## 5.4           CHAIRMANOF THE BOARD

 

The chairman of the board, if such an officer beelected, shall, if present, preside at meetings of the board of directors andexercise and perform such other powers and duties as may from time to time beassigned to the chairman by the board of directors or as may be prescribed bythese Bylaws.  If there is no chiefexecutive officer, then the chairman of the board shall also be the chiefexecutive officer of the Corporation and shall have the powers and dutiesprescribed in Section 5.5 of these Bylaws.

 

## 5.5           CHIEFEXECUTIVE OFFICER

 

The Chief Executive Officer of the Corporation shall,subject to the control of the Board of Directors, have general supervision,direction and control of the business and the officers of the Corporation.  He or she shall preside at all meetings ofthe stockholders and, in the absence or nonexistence of a Chairman of the Boardat all meetings of the Board of Directors. He or she shall have the general powers and duties of management usuallyvested in the chief executive officer of a Corporation, including general supervision,direction and control of the business and supervision of other officers of theCorporation, and shall have such other powers and duties as may be prescribedby the Board of Directors or these Bylaws.

 

The Chief Executive Officer shall, without limitation,have the authority to execute bonds, mortgages and other contracts requiring aseal, under the seal of the Corporation, except where required or permitted bylaw to be otherwise signed and executed and except where the signing andexecution thereof shall be expressly delegated by the Board of Directors tosome other officer or agent of the Corporation.

 

## 5.6           PRESIDENT

 

Subject to such supervisory powers as may be given bythese Bylaws or the Board of Directors to the Chairman of the Board or the ChiefExecutive Officer, if there be such officers, the president shall have generalsupervision, direction and control of the business and supervision of otherofficers of the Corporation, and shall have such other powers and duties as maybe prescribed by the Board of Directors or these Bylaws.  In the event a Chief Executive Officer shallnot be appointed, the President shall have the duties of such office.

 

## 5.7           VICEPRESIDENT

 

In the absence or disability of the president, thevice presidents, if any, in order of their rank as fixed by the board ofdirectors or, if not ranked, a vice president designated by the board ofdirectors, shall perform all the duties of the chief executive officer and whenso acting shall have all the powers of, and be subject to all the restrictionsupon, the chief executive officer.  Thevice presidents shall have such other powers and perform such other duties asfrom time to

 

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time may be prescribedfor them respectively by the board of directors, these Bylaws, the chiefexecutive officer or the chairman of the board.

 

## 5.8           SECRETARY

 

The secretary shall keep or cause to be kept, at theprincipal executive office of the Corporation or such other place as the boardof directors may direct, a book of minutes of all meetings and actions ofdirectors, committees of directors, and stockholders.  The minutes shall show the time and place of each meeting,whether regular or special (and, if special, how authorized and the noticegiven), the names of those present at directors’ meetings or committeemeetings, the number of shares present or represented at stockholders’meetings, and the proceedings thereof.

 

The secretary shall keep, or cause to be kept, at theprincipal executive office of the Corporation or at the office of theCorporation’s transfer agent or registrar, as determined by resolution of theboard of directors, a share register, or a duplicate share register, showingthe names of all stockholders and their addresses, the number and classes ofshares held by each, the number and date of certificates evidencing suchshares, and the number and date of cancellation of every certificatesurrendered for cancellation.

 

The secretary shall give, or cause to be given, noticeof all meetings of the stockholders and of the board of directors required tobe given by law or by these Bylaws.  Heor she shall keep the seal of the Corporation, if one be adopted, in safecustody and shall have such other powers and perform such other duties as maybe prescribed by the board of directors or by these Bylaws.

 

## 5.9           CHIEFFINANCIAL OFFICER

 

The chief financial officer shall keep and maintain,or cause to be kept and maintained, adequate and correct books and records ofaccounts 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 inspectionby any director.

 

The chief financial officer shall deposit all moneyand other valuables in the name and to the credit of the Corporation with suchdepositaries as may be designated by the board of directors.  He or she shall disburse the funds of theCorporation as may be ordered by the board of directors, shall render to thechief executive officer and directors, whenever they request it, an account ofall of his transactions as treasurer and of the financial condition of theCorporation, and shall have such other powers and perform such other duties asmay be prescribed by the board of directors or these Bylaws.

 

## 5.10         ASSISTANTSECRETARY

 

The assistant secretary, or, if there is more thanone, the assistant secretaries in the order determined by the stockholders orboard of directors (or if there be no such determination, then in the order oftheir election) shall, in the absence of the secretary or in the event of hisor her inability or refusal to act, perform the duties and exercise the powersof the secretary and shall

 

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perform such other dutiesand have such other powers as the board of directors or the stockholders mayfrom time to time prescribe.

 

## 5.11         AUTHORITYAND DUTIES OF OFFICERS

 

In addition to the foregoing authority and duties, allofficers of the Corporation shall respectively have such authority and performsuch duties in the management of the business of the Corporation as may bedesignated from time to time by the board of directors or the stockholders.

 

# ARTICLE VI

#  

# INDEMNITY

 

## 6.1           THIRDPARTY ACTIONS

 

The Corporation shall indemnify any person who was oris a party or is threatened to be made a party to any threatened, pending, orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative (other than an action by or in the right of the Corporation toprocure a judgement in its favor) by reason of the fact that such person is orwas director, officer, employee or agent of the Corporation, or is or wasserving at the request of the Corporation as a director, officer, employee oragent of another corporation, partnership, joint venture trust or otherenterprise, against expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement actually and reasonably incurred by such person inconnection with such action, suit or proceeding if he or she acted in goodfaith and in a manner he or she reasonably believed to be in or not opposed tothe best interests of the Corporation, and, with respect to any criminal actionor proceeding, had no reasonable cause to believe his conduct wasunlawful.  The termination of anyaction, suit or proceeding by judgment, order, settlement, conviction, or upona plea of nolo contendere or its equivalent, shall not, of itself, create apresumption that the person did not act in good faith and in a manner which heor she reasonably believed to be in or not opposed to the best interest of theCorporation, and, with respect to any criminal action or proceeding, hadreasonable cause to believe that his conduct was unlawful.

 

## 6.2           ACTIONSBY OR IN THE RIGHT OF THE CORPORATION

 

The Corporation shall indemnify any person who was oris a party or is threatened to be made a party to any threatened, pending orcompleted action or suit by or in the right of the Corporation to procure ajudgment in its favor by reason of the fact that he or she is or was adirector, officer, employee or agent of Corporation, or is or was serving atthe request of the Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseagainst expenses (including attorneys’ fees) actually and reasonably incurredby such person in connection with the defense or settlement of such action orsuit if he or she acted in good faith and in manner he or she reasonablybelieved to be in or not opposed to the best interests of the Corporation andexcept that no indemnification shall be made in respect of any claim, issue ormatter as to which such person shall have been adjudged to be liable to theCorporation unless and only to the extent that the Delaware Court of Chanceryor the court in which such action or suit was brought shall determine uponapplication that, despite

 

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the adjudication ofliability but in view of all the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which theDelaware Court of Chancery or such other court shall deem proper.

 

## 6.3           SUCCESSFULDEFENSE

 

To the extent that a director, officer, employee oragent of the Corporation has been successful on the merits or otherwise indefense 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, such person shall beindemnified against expenses (including attorneys’ fees) actually andreasonably incurred by him or her in connection therewith.

 

## 6.4           DETERMINATIONOF CONDUCT

 

Any indemnification under Sections 6.1 and 6.2 (unlessordered by a court) shall be made by the Corporation only as authorized in thespecific case upon a determination that the indemnification of the director,officer, employee or agent is proper in the circumstances because he or she hasmet the applicable standard of conduct set forth in Sections 6.1 and 6.2.  Such determination shall be made (1) by theboard of Directors or the Executive Committee by a majority vote of a quorumconsisting of directors who were not parties to such action, suit or proceeding,or (2) or if such quorum is not obtainable or, even if obtainable, a quorum ofdisinterested directors so directs, by independent legal counsel in a writtenopinion, or (3) by the stockholders.

 

## 6.5           PAYMENTOF EXPENSES IN ADVANCE

 

Expenses incurred in defending a civil or criminalaction, suit or proceeding shall be paid by the Corporation in advance of thefinal disposition of such action, suit or proceeding upon receipt of anundertaking by or on behalf of the director, officer, employee or agent to repaysuch amount if it shall ultimately be determined that he or she is not entitledto be indemnified by the Corporation as authorized in this Article VI.

 

## 6.6           INDEMNITYNOT EXCLUSIVE

 

The indemnification and advancement of expensesprovided or granted pursuant to the other subsections of this section shall notbe deemed exclusive of any other rights to which those seeking indemnificationor advancement of expenses may be entitled under any by-law, agreement, vote ofstockholders or disinterested directors or otherwise, both as to action in hisofficial capacity and as to action in another while holding such office.

 

## 6.7           INSURANCEINDEMNIFICATION

 

The Corporation shall have the power to purchase andmaintain insurance on behalf of any person who is or was a director, officer,employee or agent of the Corporation, or is or was serving at the request ofthe Corporation, as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against anyliability asserted against such person and incurred by such person in any suchcapacity, or arising out of his or her

 

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status as such, whetheror not the Corporation would have the power to indemnify such person againstsuch liability under the provisions of this Article VI.

 

## 6.8           THECORPORATION

 

For purposes of this Article VI, references to “theCorporation” shall include, in addition to the resulting Corporation, anyconstituent corporation (including any constituent of a constituent) absorbedin a consolidation or merger which, if its separate existence had continued,would have had power and authority to indemnify its directors, officers, andemployees 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 therequest of such constituent corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or otherenterprise, shall stand in the same position under and subject to theprovisions of this Article VI (including, without limitation the provisions ofSection 6.4) with respect to the resulting or surviving corporation as he orshe would have with respect to such constituent corporation if its separateexistence had continued.

 

## 6.9           EMPLOYEEBENEFIT PLANS

 

For purposes of this Article VI, references to “otherenterprises” shall include employee benefit plans; references to “fines” shallinclude any excise taxes assessed on a person with respect to an employeebenefit plan; and references to “serving at the request of the Corporation”shall include any service as a director, officer, employee or agent of theCorporation 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 orshe reasonably deemed to have acted in a manner “not opposed to the bestinterests of the Corporation” as referred to in this Article VI.

 

## 6.10         CONTINUATIONOF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

 

The indemnification and advanced of expenses providedby, or granted pursuant to, this Article VI shall, unless otherwise providedwhen authorized or ratified, continue as to a person who has ceased to be adirector, officer, employee or agent and shall inure to the benefit of theheirs, executors and administrators of such a person.

 

# ARTICLE VII

#  

# RECORDS AND REPORTS

 

## 7.1           MAINTENANCEAND INSPECTION OF RECORDS

 

The Corporation shall, either at its principalexecutive office or at such place or places as designated by the board ofdirectors, keep a record of its stockholders listing their names and addressesand the number and class of shares held by each stockholder, a copy of theseBylaws as amended to date, accounting books, and other records.

 

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Any stockholder of record, in person or by attorney orother agent, shall, upon written demand under oath stating the purpose thereof,have the right during the usual hours for business to inspect for any properpurpose the Corporation’s stock ledger, a list of its stockholders, and itsother books and records and to make copies or extracts therefrom.  A proper purpose shall mean a purposereasonably related to such person’s interest as a stockholder.  In every instance where an attorney or otheragent is the person who seeks the right to inspection, the demand under oathshall be accompanied by a power of attorney or such other writing thatauthorizes the attorney or other agent to so act on behalf of thestockholder.  The demand under oathshall be directed to the Corporation at its registered office in Delaware or atits principal place of business.

 

## 7.2           INSPECTIONBY DIRECTORS

 

Any director shall have the right to examine theCorporation’s stock ledger, a list of its stockholders and its other books andrecords for a purpose reasonably related to his position as a director.  The Court of Chancery is hereby vested withthe exclusive jurisdiction to determine whether a director is entitled to theinspection sought.  The Court maysummarily order the Corporation to permit the director to inspect any and allbooks and records, the stock ledger, and the stock list and to make copies orextracts therefrom.  The Court may, inits discretion, prescribe any limitations or conditions with reference to theinspection, or award such other and further relief as the Court may deem justand proper.

 

## 7.3           REPRESENTATIONOF SHARES OF OTHER CORPORATIONS

 

The chairman of the board, the chief executiveofficer, any vice president, the chief financial officer, the secretary orassistant secretary of this Corporation, or any other person authorized by theboard of directors or the chief executive officer or a vice president, isauthorized to vote, represent, and exercise on behalf of this Corporation allrights incident to any and all shares of any other corporation or corporationsstanding in the name of this Corporation. The authority granted herein may be exercised either by such persondirectly or by any other person authorized to do so by proxy or power ofattorney duly executed by such person having the authority.

 

# ARTICLE VIII

#  

# GENERAL MATTERS

 

## 8.1           CHECKS

 

From time to time, the board of directors shalldetermine by resolution which person or persons may sign or endorse all checks,drafts, other orders for payment of money, notes or other evidences ofindebtedness that are issued in the name of or payable to the Corporation, andonly the persons so authorized shall sign or endorse those instruments.

 

## 8.2           EXECUTION OF CORPORATE CONTRACTSAND INSTRUMENTS

 

The board of directors, except as otherwise providedin these Bylaws, may authorize any officer or officers, or agent or agents, toenter into any contract or execute any instrument in the name of and on behalfof the Corporation; such authority may be general or confined to specific

 

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instances.  Unless so authorized or ratified by theboard of directors or within the agency power of an officer, no officer, agentor employee shall have any power or authority to bind the Corporation by anycontract or engagement or to pledge its credit or to render it liable for anypurpose or for any amount.

 

## 8.3           STOCKCERTIFICATES; PARTLY PAID SHARES

 

The shares of a corporation shall be represented bycertificates, provided that the board of directors of the Corporation mayprovide by resolution or resolutions that some or all of any or all classes orseries of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by acertificate until such certificate is surrendered to the Corporation.  Notwithstanding the adoption of such aresolution by the board of directors, every holder of stock represented bycertificates and upon request every holder of uncertificated shares shall beentitled to have a certificate signed by, or in the name of the Corporation bythe chairman or vice-chairman of the board of directors, or the president orvice-president, and by the treasurer or an assistant treasurer, or thesecretary or an assistant secretary of such Corporation representing the numberof shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate has to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Corporation with the same effectas if he or she were such officer, transfer agent or registrar at the date ofissue.

 

The Corporation may issue the whole or any part of itsshares as partly paid and subject to call for the remainder of theconsideration to be paid therefor.  Uponthe face or back of each stock certificate issued to represent any such partlypaid shares, upon the books and records of the Corporation in the case ofuncertificated partly paid shares, the total amount of the consideration to bepaid therefor and the amount paid thereon shall be stated.  Upon the declaration of any dividend onfully paid shares, the Corporation shall declare a dividend upon partly paidshares of the same class, but only upon the basis of the percentage of theconsideration actually paid thereon.

 

## 8.4           SPECIALDESIGNATION ON CERTIFICATES

 

If the Corporation is authorized to issue more thanone class of stock or more than one series of any class, then the powers, thedesignations, the preferences, and the relative, participating, optional orother special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rightsshall be set forth in full or summarized on the face or back of the certificatethat the Corporation shall issue to represent such class or series of stock;provided, however, that, except as otherwise provided in Section 202 of theGeneral Corporation Law of Delaware, in lieu of the foregoing requirementsthere may be set forth on the face or back of the certificate that theCorporation shall issue to represent such class or series of stock a statementthat the Corporation will furnish without charge to each stockholder who sorequests the powers, the designations, the preferences, and the relative,participating, optional or other special rights of each class of stock orseries thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights.

 

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## 8.5           LOSTCERTIFICATES

 

Except as provided in this Section 8.5, no newcertificates for shares shall be issued to replace a previously issuedcertificate unless the latter is surrendered to the Corporation and cancelledat the same time.  The Corporation mayissue a new certificate of stock or uncertificated shares in the place of anycertificate theretofore issued by it, alleged to have been lost, stolen ordestroyed, and the Corporation may require the owner of the lost, stolen ordestroyed certificate, or his legal representative, to give the Corporation abond sufficient to indemnify it against any claim that may be made against iton account of the alleged loss, theft or destruction of any such certificate orthe issuance of such new certificate or uncertificated shares.

 

## 8.6           CONSTRUCTION;DEFINITIONS

 

Unless the context requires otherwise, the generalprovisions, rules of construction, and definitions in the Delaware GeneralCorporation Law shall govern the construction of these Bylaws. Without limitingthe generality of this provision, the singular number includes the plural, theplural number includes the singular, and the term “person” includes both aCorporation and a natural person.

 

## 8.7           DIVIDENDS

 

The directors of the Corporation, subject to anyrestrictions contained in the certificate of incorporation, may declare and paydividends upon the shares of its capital stock pursuant to the GeneralCorporation Law of Delaware.  Dividendsmay be paid in cash, in property, or in shares of the Corporation’s capitalstock.

 

The directors of the Corporation may set apart out ofany of the funds of the Corporation available for dividends a reserve orreserves for any proper purpose and may abolish any such reserve.  Such purposes shall include but not belimited to equalizing dividends, repairing or maintaining any property of theCorporation, and meeting contingencies.

 

## 8.8           FISCALYEAR

 

The fiscal year of the Corporation shall be fixed byresolution of the board of directors and may be changed by the board ofdirectors.

 

## 8.9           SEAL

 

The Corporation may adopt a corporate seal, which maybe altered at pleasure, and may use the same by causing it or a facsimilethereof to be impressed or affixed or in any other manner reproduced.

 

## 8.10         TRANSFER OF STOCK

 

Upon surrender to the Corporation or the transferagent of the Corporation of a certificate for shares duly endorsed oraccompanied by proper evidence of succession, assignation or authority totransfer, it shall be the duty of the Corporation to issue a new certificate tothe person entitled thereto, cancel the old certificate, and record thetransaction in its books.

 

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## 8.11         STOCKTRANSFER AGREEMENTS

 

The Corporation shall have power to enter into andperform any agreement with any number of stockholders of any one or moreclasses of stock of the Corporation to restrict the transfer of shares of stockof the Corporation of any one or more classes owned by such stockholders in anymanner not prohibited by the General Corporation Law of Delaware.

 

## 8.12         REGISTEREDSTOCKHOLDERS

 

The Corporation shall be entitled to recognize theexclusive right of a person registered on its books as the owner of shares toreceive dividends and to vote as such owner, shall be entitled to hold liablefor calls and assessments the person registered on its books as the owner ofshares, and shall not be bound to recognize any equitable or other claim to orinterest in such share or shares on the part of another person, whether or notit shall have express or other notice thereof, except as otherwise provided bythe laws of Delaware.

 

# ARTICLE IX

#  

# AMENDMENTS

 

The original or other Bylaws of the Corporation may beadopted, amended or repealed by the stockholders entitled to vote; provided, however,that the Corporation may, in its certificate of incorporation, confer the powerto adopt, amend or repeal Bylaws upon the directors.  The fact that such power has been so conferred upon the directorsshall not divest the stockholders of the power, nor limit their power to adopt,amend or repeal Bylaws.

 

# ARTICLE X

#  

# DISSOLUTION

 

If it should be deemed advisable in the judgment ofthe board of directors of the Corporation that the Corporation should bedissolved, the board, after the adoption of a resolution to that effect by amajority of the whole board at any meeting called for that purpose, shall causenotice to be mailed to each stockholder entitled to vote thereon of theadoption of the resolution and of a meeting of stockholders to take action uponthe resolution.

 

At the meeting a vote shall be taken for and againstthe proposed dissolution.  If a majorityof the outstanding stock of the Corporation entitled to vote thereon votes forthe proposed dissolution, then a certificate stating that the dissolution hasbeen authorized in accordance with the provisions of Section 275 of the GeneralCorporation Law of Delaware and setting forth the names and residences of thedirectors and officers shall be executed, acknowledged, and filed and shallbecome effective in accordance with Section 103 of the General Corporation Lawof Delaware.  Upon such certificate’sbecoming effective in accordance with Section 103 of the General CorporationLaw of Delaware, the Corporation shall be dissolved.

 

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# ARTICLE XI

#  

# CUSTODIAN

 

## 11.1         APPOINTMENTOF A CUSTODIAN IN CERTAIN CASES

 

The Court of Chancery, upon application of anystockholder, may appoint one or more persons to be custodians and, if theCorporation is insolvent, to be receivers, of and for the Corporation when:

 

### (i)                                     atany meeting held for the election of directors the stockholders are so dividedthat they have failed to elect successors to directors whose terms have expiredor would have expired upon qualification of their successors; or

 

### (ii)                                  thebusiness of the Corporation is suffering or is threatened with irreparableinjury because the directors are so divided respecting the management of theaffairs of the Corporation that the required vote for action by the board ofdirectors cannot be obtained and the stockholders are unable to terminate thisdivision; or

 

### (iii)                               the Corporation hasabandoned its business and has failed within a reasonable time to take steps todissolve, liquidate or distribute its assets.

 

## 11.2         DUTIESOF CUSTODIAN

 

The custodian shall have all the powers and title of areceiver appointed under Section 291 of the General Corporation Law ofDelaware, but the authority of the custodian shall be to continue the businessof the Corporation and not to liquidate its affairs and distribute its assets,except when the Court of Chancery otherwise orders and except in cases arisingunder Sections 226(a)(3) or 352(a)(2) of the General Corporation Law ofDelaware.

 

# ARTICLE XII

#  

# NOTICE BY ELECTRONIC TRANSMISSION

 

## 12.1         NOTICE BY ELECTRONIC TRANSMISSION

 

Without limiting the manner by which notice otherwisemay be given effectively to stockholders pursuant to the General CorporationLaw of Delaware, the certificate of incorporation or these bylaws, any noticeto stockholders given by the Corporation under any provision of the GeneralCorporation Law of Delaware, the certificate of incorporation or these bylawsshall be effective if given by a form of electronic transmission consented toby the stockholder to whom the notice is given.  Any such consent shall be revocable by the stockholder by writtennotice to the Corporation.  Any suchconsent shall be deemed revoked if:

 

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### (i)                                     theCorporation is unable to deliver by electronic transmission two consecutivenotices given by the corporation in accordance with such consent; and

 

### (ii)                                  suchinability becomes known to the secretary or an assistant secretary of theCorporation or to the transfer agent, or other person responsible for thegiving of notice.

 

However, the inadvertentfailure to treat such inability as a revocation shall not invalidate anymeeting or other action.

 

Any notice given pursuant to the preceding paragraphshall be deemed given:

 

### (i)                                     ifby facsimile telecommunication, when directed to a number at which thestockholder has consented to receive notice;

 

### (ii)                                  ifby electronic mail, when directed to an electronic mail address at which thestockholder has consented to receive notice;

 

### (iii)                               ifby a posting on an electronic network together with separate notice to thestockholder of such specific posting, upon the later of (A) such postingand (B) the giving of such separate notice; and

 

### (iv)                              ifby any other form of electronic transmission, when directed to the stockholder.

 

An affidavit of the secretary or an assistantsecretary or of the transfer agent or other agent of the Corporation that thenotice has been given by a form of electronic transmission shall, in theabsence of fraud, be prima facie evidence of the facts stated therein.

 

## 12.2         DEFINITION OF ELECTRONICTRANSMISSION

 

An “electronic transmission” means any form ofcommunication, not directly involving the physical transmission of paper, thatcreates a record that may be retained, retrieved, and reviewed by a recipientthereof, and that may be directly reproduced in paper form by such a recipientthrough an automated process.

 

## 12.3         INAPPLICABILITY

 

Notice by a form of electronic transmission shall notapply to Sections 164, 296, 311, 312 or 324 of the General Corporation Law ofDelaware.

 

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