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EXHIBIT 3.2 AMENDED AND RESTATED
BYLAWS
of
STRATOS INTERNATIONAL, INC. ARTICLE I
STOCKHOLDERS Section 1. ANNUAL MEETING. (1) An annual meeting of the stockholders, for the election of directors to succeed those
whose terms expire and for the transaction of such other business as may properly come before the
meeting, shall be held at such place, on such date, and at such time as the Board of Directors
shall each year fix. (2) Nominations of persons for election to the Board and the proposal of business to be
transacted by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the
Corporations notice with respect to such meeting, (b) by or at the direction of the Board or (c)
by any stockholder of record of the Corporation who was a stockholder of record at the time of the
giving of the notice provided for in the following paragraph, who is entitled to vote at the
meeting and who has complied with the notice procedures set forth in this section. (3) For nominations or other business to be properly brought before an annual meeting by a
stockholder pursuant to clause (c) of the foregoing paragraph, (1) the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation, (2) such business must be a
proper matter for stockholder action under the General Corporation Law of the State of Delaware,
(3) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is
made, has provided the Corporation with a Solicitation Notice, as that term is defined in subclause
(c)(iii) of this paragraph, such stockholder or beneficial owner must, in the case of a proposal,
have delivered a proxy statement and form of proxy to holders of at least the percentage of the
Corporations voting shares required under applicable law to carry any such proposal, or, in the
case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders
of a percentage of the Corporations voting shares reasonably believed by such stockholder or
beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by
such stockholder, and must, in either case, have included in such materials the Solicitation Notice
and (4) if no Solicitation Notice relating thereto has been timely provided pursuant to this
section, the stockholder or beneficial owner proposing such business or nomination must not have
solicited a number of proxies sufficient to have required the delivery of such a Solicitation
Notice under this section. To be timely, a stockholders notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not less than 45 or more than 75 days prior
to the first anniversary (the Anniversary) of the date on which the Corporation first
mailed its proxy materials for the preceding years annual meeting of stockholders; provided,
however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed
by more than 30 days after the anniversary of the preceding years annual meeting, notice by the
stockholder to be timely must be so delivered not later than the




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close of business on the later of
(i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which
public announcement of the date of such meeting is first made. Such stockholders notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as
a director all information relating to such person as would be required to be disclosed in
solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the Exchange Act), and such
persons written consent to serve as a director if elected; (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of such business, the reasons
for conducting such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they appear on the Corporations
books, and of such beneficial owner, (ii) the class and number of shares of the Corporation that
are owned beneficially and of record by such stockholder and such beneficial owner, and (iii)
whether either such stockholder or beneficial owner intends to deliver a proxy statement and form
of proxy to holders of, in the case of a proposal, at least the percentage of the Corporations
voting shares required under applicable law to carry the proposal or, in the case of a nomination
or nominations, a sufficient number of holders of the Corporations voting shares to elect such
nominee or nominees (an affirmative statement of such intent, a Solicitation Notice). (4) Notwithstanding anything in the second sentence of the third paragraph of this Section 1
to the contrary, in the event that the number of directors to be elected to the Board is increased
and there is no public announcement naming all of the nominees for director or specifying the size
of the increased Board made by the Corporation at least 55 days prior to the Anniversary, a
stockholders notice required by this Bylaw shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is first made by the
Corporation. (5) Only persons nominated in accordance with the procedures set forth in this Section 1 shall
be eligible to serve as directors and only such business shall be conducted at an annual meeting of
stockholders as shall have been brought before the meeting in accordance with the procedures set
forth in this section. The chair of the meeting shall have the power and the duty to determine
whether a nomination or any business proposed to be brought before the meeting has been made in
accordance with the procedures set forth in these Bylaws and, if any proposed nomination or
business is not in compliance with these Bylaws, to declare that such defective proposed business
or nomination shall not be presented for stockholder action at the meeting and shall be
disregarded. (6) Only such business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the Corporations notice of meeting. Nominations of
persons for election to the Board may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporations notice of meeting (a) by or at the
direction of the Board or (b) by any stockholder of record of the Corporation who - 2 -




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is a stockholder
of record at the time of giving of notice provided for in this paragraph, who shall be entitled to
vote at the meeting and who complies with the notice procedures set forth in this Section 1.
Nominations by stockholders of persons for election to the Board may be made at such a special
meeting of stockholders if the stockholders notice required by the third paragraph of this Section
1 shall be delivered to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the later of the 90th day prior to such special meeting or the
10th day following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board to be elected at such meeting. (7) For purposes of this section, public announcement shall mean disclosure in a
press release reported by the Dow Jones News Service, Associated Press or a comparable national
news service or in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (8) Notwithstanding the foregoing provisions of this Section 1, a stockholder shall also
comply with all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to matters set forth in this Section 1. Nothing in this Section 1 shall be
deemed to affect any rights of stockholders to request inclusion of proposals in the Corporations
proxy statement pursuant to Rule 14a-8 under the Exchange Act. Section 2. SPECIAL MEETINGS: NOTICE. Special meetings of stockholders, other than those required by statute, may be called at any
time by the Chairman of the Board or the President or by the Board of Directors acting pursuant to
a resolution adopted by a majority of the Whole Board, and shall be called by the President or
Secretary upon the written request of not less than a majority of the stockholders of the
Corporation entitled to vote thereat. For purposes of these Bylaws, the term Whole Board
shall mean the total number of authorized directors whether or not there exist any vacancies in
previously authorized directorships. Notice of every special meeting, stating the time, place and
purpose, shall be given by mailing, postage prepaid, at least ten (10) but not more than sixty (60)
days before each such meeting, a copy of such notice addressed to each stockholder of the
Corporation at his post office address as recorded on the books of the Corporation. The Board of
Directors may postpone or reschedule any previously scheduled special meeting. Only such business shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporations notice of meeting. Section 3. NOTICE OF MEETINGS. Written notice of the place, date, and time of all meetings of the stockholders shall be
given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is
to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided
herein or required by law (meaning, here and hereinafter, as required from time to time by the
Delaware General Corporation Law or the Certificate of Incorporation of the Corporation). - 3 -




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When a meeting is adjourned to another place, date or time, written notice need not be given
of the adjourned meeting if the place, date and time thereof are announced at the meeting at which
the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than
thirty (30) days after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and time of the
adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may
be transacted which might have been transacted at the original meeting. Section 4. QUORUM. At any meeting of the stockholders, the holders of a majority of all of the shares of the
stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for
all purposes, unless or except to the extent that the presence of a larger number may be required
by law. Where a separate vote by a class or classes is required, a majority of the shares of such
class or classes present in person or represented by proxy shall constitute a quorum entitled to
take action with respect to that vote on that matter. If a quorum shall fail to attend any meeting, the chairman of the meeting may adjourn the
meeting to another place, date, or time. Section 5. ORGANIZATION. Such person as the Board of Directors may have designated or, in the absence of such a person,
the Chairman of the Board or, in his or her absence, the Chief Executive Officer of the Corporation
or, in his or her absence, such person as may be chosen by the holders of a majority of the shares
entitled to vote who are present, in person or by proxy, shall call to order any meeting of the
stockholders and act as chairman of the meeting. In the absence of the Secretary of the
Corporation, the secretary of the meeting shall be such person as the chairman appoints. Section 6. CONDUCT OF BUSINESS. The chairman of any meeting of stockholders shall determine the order of business and the
procedure at the meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him or her in order. The chairman shall have the power to adjourn the meeting
to another place, date and time. The date and time of the opening and closing of the polls for each
matter upon which the stockholders will vote at the meeting shall be announced at the meeting. Section 7. PROXIES AND VOTING. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or
by proxy authorized by an instrument in writing or by a transmission permitted by law filed in
accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or
other reliable reproduction of the writing or transmission created pursuant to this paragraph may
be substituted or used in lieu of the original writing or transmission for any and all purposes for
which the original writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the entire original
writing or transmission. - 4 -




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All voting, including on the election of directors but excepting where otherwise required by
law, may be by a voice vote; provided, however, that upon demand therefore by a stockholder
entitled to vote or by his or her proxy, a stock vote shall be taken. Every stock vote shall be
taken by ballots, each of which shall state the name of the stockholder or proxy voting and such
other information as may be required under the procedure established for the meeting. The Corporation may, and to the extent required by law, shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a written report
thereof. The Corporation may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting may, and to the extent required by law, shall,
appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector
with strict impartiality and according to the best of his ability. Every vote shall be counted by a
duly appointed inspector or inspectors. All elections shall be determined by a plurality of the votes cast, and except as otherwise
required by law, all other matters shall be determined by a majority of the votes cast
affirmatively or negatively. Section 8. STOCK LIST. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in
alphabetical order for each class of stock and showing the address of each such stockholder and the
number of shares registered in his or her name, shall be open to the examination of any such stock
holder, for any purpose germane to the meeting, during ordinary business hours for a period of at
least ten (10) days prior to the meeting, at the principal place of business of the Corporation. The stock list shall also be kept at the place of the meeting during the whole time thereof
and shall be open to the examination of any such stockholder who is present. This list shall
presumptively determine the identity of the stockholders entitled to vote at the meeting and the
number of shares held by each of them. SECTION 9. Consent of Stockholders in Lieu of Meeting. Any action required to be taken at any annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special meeting of the stockholders,
may be taken without a meeting, without prior notice and without a vote, if a consent or consents
in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted and shall
be delivered to the Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having - 5 -




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custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the Corporations
registered office shall be made by hand or by recognized overnight delivery service or by certified
or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the
consent and no written consent shall be effective to take the corporate action referred to therein
unless, within 60 days of the date the earliest dated consent is delivered to the Corporation, a
written consent or consents signed by a sufficient number of holders to take action are delivered
to the Corporation in the manner prescribed in the first paragraph of this Section 9. Prompt
notice of the taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing and who, if the
action had been taken at a meeting, would have been entitled to notice of the meeting if the record
date of such meeting had been the date that written consents signed by a sufficient number of
stockholders or members to take the action were delivered to the Corporation as provided by law. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted
or used in lieu of the original writing for any and all purposes for which the original writing
could be used, providedthat such copy, facsimile or other reproduction shall be a complete
reproduction of the entire original writing. ARTICLE II
BOARD OF DIRECTORS Section 1. NUMBER, ELECTION AND TERM OF DIRECTORS. Subject to the rights of the holders of any series of preferred stock to elect directors under
specified circumstances, the number of directors shall be fixed from time to time exclusively by
the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. The
directors, other than those who may be elected by the holders of any series of preferred stock
under specified circumstances, shall be elected by the stockholders at their annual meeting, and
each director shall be elected to serve for the term of one year and until his successor shall be
elected and qualified or until his earlier resignation or removal. Section 2. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to applicable law and to the rights of the holders of any series of preferred stock
with respect to such series of preferred stock, and unless the Board of Directors otherwise
determines, newly created directorships resulting from any increase in the authorized number of
directors or any vacancies on the Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be filled only by a majority vote of the
directors then in office, though less than a quorum, and directors so chosen shall hold office for
the unexpired term of his predecessor and until his successor shall be elected and qualify or until
his earlier death, resignation, retirement, disqualification or removal. No decrease in the number
of authorized directors constituting the entire Board of Directors shall shorten the term of any
incumbent director. - 6 -




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Section 3. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at such place or places, on such date
or dates, and at such time or times as shall have been established by the Board of Directors and
publicized among all directors. A notice of each regular meeting shall not be required. Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President or by two or more
directors then in office and shall be held at such place, on such date, and at such time as they or
he or she shall fix. Notice of the place, date, and time of each such special meeting shall be
given each director by whom it is not waived by mailing written notice not less than five (5) days
before the meeting or by telephone or by telegraphing or telexing or by facsimile or electronic
transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise
indicated in the notice there of, any and all business may be transacted at a special meeting. Section 5. QUORUM. At any meeting of the Board of Directors, a majority of the total number of the Whole Board
shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a
majority of those present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof. Section 6. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board of Directors, or of any committee thereof, may participate in a meeting
of such Board or committee by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other and such participation
shall constitute presence in person at such meeting. Section 7. CONDUCT OF BUSINESS. At any meeting of the Board of Directors, business shall be transacted in such order and
manner as the Board may from time to time determine, and all matters shall be determined by the
vote of a majority of the directors present, except as otherwise provided herein or required by
law. Action may be taken by the Board of Directors without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of proceedings of the
Board of Directors. Section 8. POWERS. The Board of Directors may, except as otherwise required by law, exercise all such powers and
do all such acts and things as may be exercised or done by the Corporation, including, without
limiting the generality of the foregoing, the unqualified power: - 7 -




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1.
    
    To declare dividends from time to time in accordance with law;2.
    
    To purchase or otherwise acquire any property, rights or privileges on such terms as it
shall determine;3.
    
    To authorize the creation, making and issuance, in such form as it may determine, of
written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and
to do all things necessary in connection therewith;4.
    
    To remove any officer of the Corporation with or without cause, and from time to time
to devolve the powers and duties of any officer upon any other person for the time being;5.
    
    To confer upon any officer of the Corporation the power to appoint, remove and suspend
subordinate officers, employees and agents;6.
    
    To adopt from time to time such stock option, stock purchase, bonus or other
compensation plans for directors, officers, employees and agents of the Corporation and its
subsidiaries as it may determine;7.
    
    To adopt from time to time such insurance, retirement, and other benefit plans for
directors, officers, employees and agents of the Corporation and its subsidiaries as it may
determine; and8.
    
    To adopt from time to time regulations, not inconsistent with these Bylaws, for the
management of the Corporations business and affairs. Section 9. COMPENSATION OF DIRECTORS. Unless otherwise restricted by the certificate of incorporation, the Board of Directors shall
have the authority to fix the compensation of the directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or paid a stated salary or paid other
compensation as director. No such payment shall preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings. ARTICLE III
COMMITTEES Section 1. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors, by a vote of a majority of the Whole Board, may from time to time
designate committees of the Board, with such lawfully delegable powers and duties as it thereby
confers, to serve at the pleasure of the Board and shall, for those committees and any others
provided for herein, elect a director or directors to serve as the member or members, designating,
if it desires, other directors as alternate members who may replace any absent or - 8 -




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disqualified member at any meeting of the committee. In the absence or disqualification of any member of any
committee and any alternate member in his or her place, the member or members of the committee
present at the meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act
at the meeting in the place of the absent or disqualified member. Section 2. CONDUCT OF BUSINESS. Each committee may determine the procedural rules for meeting and conducting its business and
shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate
provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall
constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which
event one (1) member shall constitute a quorum; and all matters shall be determined by a majority
vote of the members present. Action may be taken by any committee without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed with the minutes of the
proceedings of such committee. ARTICLE IV
OFFICERS Section 1. GENERALLY. The officers of the Corporation shall consist of a President, one or more Vice Presidents, a
Chief Financial Officer, a Treasurer, a Secretary and such other officers as may from time to time
be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which
shall consider that subject at its first meeting after every annual meeting of stockholders. Each
officer shall hold office until his or her successor is elected and qualified or until his or her
earlier resignation or removal. Any number of offices may be held by the same person. The salaries
of officers elected by the Board of Directors shall be fixed from time to time by the Board of
Directors or by such officers as may be designated by resolution of the Board. Section 2. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation. Subject to the
provisions of these Bylaws and to the direction of the Board of Directors, he or she shall have the
responsibility for the general management and control of the business and affairs of the
Corporation and shall perform all duties and have all powers which are commonly incident to the
office of chief executive or which are delegated to him or her by the Board of Directors. He or she
shall have power to sign all stock certificates, contracts and other instruments of the Corporation
which are authorized and shall have general supervision and direction of all of the other officers,
employees and agents of the Corporation. Section 3. VICE PRESIDENT. Each Vice President shall have such powers and duties as may be delegated to him or her by the
Board of Directors. One (1) Vice President shall be designated by the Board to perform the duties
and exercise the powers of the President in the event of the Presidents absence or disability. - 9 -




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Section 4. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be responsible for the financial affairs of the Corporation,
under the direction of the President and subject to the control of the Board of Directors and shall
render to the President and the Board of Directors at its regular meetings, or when the Board of
Directors so requires, an account of the financial condition of the Corporation. The Chief
Financial Officer shall also perform such other duties as the Board of Directors may from time to
time prescribe. Section 5. TREASURER. The Treasurer shall have the responsibility for maintaining the financial records of the
Corporation. He or she shall make such disbursements of the funds of the Corporation as are
authorized and shall render from time to time an account of all such transactions and of the
financial condition of the Corporation. The Treasurer shall also perform such other duties as the
Board of Directors may from time to time prescribe. Section 6. SECRETARY. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings
of the stockholders and the Board of Directors. He or she shall have charge of the corporate books
and shall perform such other duties as the Board of Directors may from time to time prescribe. Section 7. DELEGATION OF AUTHORITY. The Board of Directors may from time to time delegate the powers or duties of any officer to
any other officers or agents, notwithstanding any provision hereof. Section 8. REMOVAL. Any officer of the Corporation may be removed at any time, with or without cause, by the Board
of Directors. Section 9. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless otherwise directed by the Board of Directors, the President or any officer of the
Corporation authorized by the President shall have power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action
of stockholders of any other Corporation in which this Corporation may hold securities and
otherwise to exercise any and all rights and powers which this Corporation may possess by reason of
its ownership of securities in such other Corporation. - 10 -




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ARTICLE V
STOCK Section 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to a certificate signed by, or in the name of the
Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary,
or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her.
Any or all of the signatures on the certificate may be by facsimile. Section 2. TRANSFERS OF STOCK. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an
office of the Corporation or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of
these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for
cancellation before a new certificate is issued therefor. Section 3. RECORD DATE. In order that the Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders, or to receive payment of any dividend or other distribution or
allotment of any rights or to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of Directors may, except as
otherwise required by law, fix a record date, which record date shall not precede the date on which
the resolution fixing the record date is adopted and which record date shall not be more than sixty
(60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than
sixty (60) days prior to the time for such other action as hereinbefore described; provided,
however, that if no record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is held, and, for
determining stockholders entitled to receive payment of any dividend or other distribution or
allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on which the Board of
Directors adopts a resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate
action without a meeting, the Board of Directors may fix a record date, which shall not precede the
date upon which the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall be not more than 10 days after the date upon which the resolution fixing
the record date is adopted. If no record date has been fixed by the Board of Directors and no
prior action by the Board of Directors is required by the Delaware General - 11 -




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Corporation Law, the
record date shall be the first date on which a consent setting forth the action taken or proposed
to be taken is delivered to the Corporation in the manner prescribed by Section 9 of Article I of
these Bylaws. If no record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by the Delaware General Corporation Law with respect to the proposed
action by consent of the stockholders without a meeting, the record date for determining
stockholders entitled to consent to corporate action without a meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking such prior action. Section 4. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event of the loss, theft or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the Board of Directors may establish concerning
proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds
of indemnity. Section 5. REGULATIONS. The issue, transfer, conversion and registration of certificates of stock shall be governed by
such other regulations as the Board of Directors may establish. ARTICLE VI
NOTICES Section 1. NOTICES. Except as otherwise specifically provided herein or required by law, all notices required to
be given to any stockholder, director, officer, employee or agent shall be in writing and may in
every instance be effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mails, postage paid, recognized overnight delivery service or by sending such notice
by facsimile, receipt acknowledged, or by prepaid telegram or mailgram. Any such notice shall be
addressed to such stockholder, director, officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The time when such notice is received,
if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall
be the time of the giving of the notice. Section 2. WAIVERS. A written waiver of any notice, signed by a stockholder, director, officer, employee or agent,
whether before or after the time of the event for which notice is to be given, shall be deemed
equivalent to the notice required to be given to such stockholder, director, officer, employee or
agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.
Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose
of objecting to the timeliness of notice. - 12 -




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ARTICLE VII
MISCELLANEOUS Section 1. FACSIMILE SIGNATURES. In addition to the provisions for use of facsimile signatures elsewhere specifically
authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may
be used whenever and as authorized by the Board of Directors or a committee thereof. Section 2. CORPORATE SEAL. The Board of Directors may provide a suitable seal, containing the name of the Corporation,
which seal shall be in the charge of the Secretary. If and when so directed by the Board of
Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or
by an Assistant Secretary or Assistant Treasurer. Section 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director, each member of any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be fully protected in
relying in good faith upon the books of account or other records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by any of its officers or
employees, or committees of the Board of Directors so designated, or by any other person as to
matters which such director or committee member reasonably believes are within such other persons
professional or expert competence and who has been selected with reasonable care by or on behalf of
the Corporation. Section 4. FISCAL YEAR. The fiscal year of the Corporation shall be as fixed by the Board of Directors. Section 5. TIME PERIODS. In applying any provision of these Bylaws which requires that an act be done or not be done a
specified number of days prior to an event or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included. ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a proceeding), by reason of the fact that he or she is - 13 -




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or was
a director or an officer of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an employee benefit plan
(hereinafter an indemnitee), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment), against all expense, liability and
loss (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, if such
person acted in good faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful; provided, however, that, except
as provided in Section 3 of this Article VIII with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation. Section 2. RIGHT TO ADVANCEMENT OF EXPENSES. In addition to the right to indemnification conferred in Section 1 of this Article VIII, an
indemnitee shall have the right to be paid by the Corporation the expenses (including attorneys
fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an
advancement of expenses); provided, however, that, if the Delaware General Corporation
Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan) shall be made only
upon delivery to the Corporation of an undertaking (hereinafter an undertaking), by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by
final judicial decision from which there is no further right to appeal (hereinafter a final
adjudication) that such indemnitee is not entitled to be indemnified for such expenses under
this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses
conferred in Sections 1 and 2 of this Article VIII shall be contract rights and such rights shall
continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the indemnitees heirs, executors and administrators. Section 3. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 1 or 2 of this Article VIII is not paid in full by the Corporation
within sixty (60) days after a written claim has been received by the Corporation, except in the
case of a claim for an advancement of expenses, in which case the applicable period shall be twenty
(20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a - 14 -




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suit
brought by the Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in the Delaware
General Corporation Law. Neither the failure of the Corporation (including its directors who are
not parties to such action, a committee of such directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its directors who are not parties to such action, a
committee of such directors, independent legal counsel, or its stock holders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that the indemnitee has
not met the applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under
this Article VIII or otherwise shall be on the Corporation. Section 4. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to the advancement of expenses conferred in this Article
VIII shall not be exclusive of any other right which any person may have or hereafter acquire under
any statute, the Corporations Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or directors or otherwise. Section 5. INSURANCE. The Corporation may maintain insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law. Section 6. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The Corporation may, to the extent authorized from time to time by the Board of Directors,
grant rights to indemnification and to the advancement of expenses to any employee or agent of the
Corporation to the fullest extent of the provisions of this Article with respect to the
indemnification and advancement of expenses of directors and officers of the Corporation. - 15 -




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ARTICLE IX
AMENDMENTS The board of directors is expressly empowered to adopt, amend or repeal these Bylaws. Any
adoption, amendment or repeal of the Bylaws by the board of directors shall require the approval of
directors constituting a majority of the Whole Board. The stockholders shall also have power to
adopt, amend or repeal the Bylaws of the Corporation with the affirmative vote of the holders of at
least a majority of the voting power of all of the then-outstanding shares of the capital stock of
the Corporation entitled to vote generally in the election of directors, voting together as a
single class. - 16 -