**Exhibit3.1**

 

**AMENDEDAND RESTATED BYLAWS**

 

**OF**

 

**GUITARCENTER, INC.**

 

----

 

**ASLAST AMENDED ON JULY 27, 2004**

 

----

 

**TABLEOF CONTENTS**

 
| **ARTICLE I OFFICES**       |                                                         |
|----------------------------------|--------------------------------------------------------------|
|                             |                                                         |
| Section 1.                  | *Registered Office*                                          |   |
| Section 2.                  | *Other Offices*                                              |   |
|                             |                                                         |
| **ARTICLE II STOCKHOLDERS** |                                                         |
|                             |                                                         |
| Section 1.                  | Place of Meetings                                            |   |
| Section 2.                  | *Annual Meetings of Stockholders*                            |   |
| Section 3.                  | *Special Meetings*                                           |   |
| Section 4.                  | *Notice of Stockholders’ Meetings*                      |   |
| Section 5.                  | *Manner of Giving Notice; Affidavit of Notice*               |   |
| Section 6.                  | *Quorum*                                                     |   |
| Section 7.                  | *Adjourned Meeting and Notice Thereof*                       |   |
| Section 8.                  | *Voting*                                                     |   |
| Section 9.                  | *Waiver of Notice or Consent by Absent Stockholders*         |   |
| Section 10.                 | *No Stockholder Action by Written Consent Without a Meeting* |   |
| Section 11.                 | *Record Date for Stockholder Notice and Voting*              |   |
| Section 12.                 | *Proxies*                                                    |   |
| Section 13.                 | *Inspectors of Election; Opening and Closing the Polls*      |   |
| Section 14.                 | *Nomination and Stockholder Business Bylaw.*                 |   |
| Section 15.                 | *Conduct of Business.*                                       |   |
|                             |                                                         |
| **ARTICLE III DIRECTORS**   |                                                         |
|                             |                                                         |
| Section 1.                  | *Powers*                                                     |   |
| Section 2.                  | *Number and Qualification of Directors*                      |   |
| Section 3.                  | *Election and Term of Office of Directors*                   |   |
| Section 4.                  | *Vacancies*                                                  |   |
| Section 5.                  | *Place of Meetings and Telephonic Meetings*                  |   |
| Section 6.                  | *Annual Meetings*                                            |   |
| Section 7.                  | *Other Regular Meetings*                                     |   |
| Section 8.                  | *Special Meetings*                                           |   |
| Section 9.                  | *Quorum*                                                     |   |
| Section 10.                 | *Waiver of Notice*                                           |   |
| Section 11.                 | *Adjournment*                                                |   |
| Section 12.                 | *Notice of Adjournment*                                      |   |
| Section 13.                 | *Action Without Meeting*                                     |   |
| Section 14.                 | *Fees and Compensation of Directors*                         |   |
|                             |                                                         |
| **ARTICLE IV COMMITTEES**   |                                                         |
|                             |                                                         |
| Section 1.                  | *Committees of Directors*                                    |   |
| Section 2.                  | *Meetings and Action of Committees*                          |   |

 

i

----

 
| Section 3.                                                                         | *Committee Minutes*                                      |   |
|-----------------------------------------------------------------------------------------|----------------------------------------------------------|--------|
|                                                                                    |                                                     |
| **ARTICLE V OFFICERS**                                                             |                                                     |
|                                                                                    |                                                     |
| Section 1.                                                                         | *Officers*                                               |   |
| Section 2.                                                                         | *Election of Officers*                                   |   |
| Section 3.                                                                         | *Subordinate Officers, etc.*                             |   |
| Section 4.                                                                         | *Removal and Resignation of Officers*                    |   |
| Section 5.                                                                         | *Vacancies in Office*                                    |   |
| Section 6.                                                                         | *Chairman of the Board*                                  |   |
| Section 7.                                                                         | *President*                                              |   |
| Section 8.                                                                         | *Vice Presidents*                                        |   |
| Section 9.                                                                         | *Secretary*                                              |   |
| Section 10.                                                                        | *Chief Executive Officer*                                |   |
| Section 11.                                                                        | *Chief Financial Officer*                                |   |
| Section 12.                                                                        | *Assistant Secretaries and Assistant  Treasurers*        |   |
| Section 13.                                                                        | *Authority and Duties of Officers*                       |   |
|                                                                                    |                                                     |
| **ARTICLE VI INDEMNIFICATION OF  DIRECTORS, OFfICERS, EMPLOYEES AND OTHER AGENTS** |                                                     |
|                                                                                    |                                                     |
| Section 1.                                                                         | *Indemnification of Director and Officers*               |   |
| Section 2.                                                                         | *Indemnification of Others*                              |   |
| Section 3.                                                                         | *Payment of Expenses in Advance*                         |   |
| Section 4.                                                                         | *Indemnity Not Exclusive*                                |   |
|                                                                                    |                                                     |   |
| **ARTICLE VII GENERAL CORPORATE MATTERS**                                          |                                                     |
|                                                                                    |                                                     |   |
| Section 1.                                                                         | *Record Date for Purposes Other Than Notice  and Voting* |   |
| Section 2.                                                                         | *Checks, Drafts, Evidences of Indebtedness*              |   |
| Section 3.                                                                         | *Corporate Contracts and Instruments; How  Executed*     |   |
| Section 4.                                                                         | *Stock Certificates*                                     |   |
| Section 5.                                                                         | *Lost Certificates*                                      |   |
| Section 6.                                                                         | *Representation of Stock of Other  Corporations*         |   |
| Section 7.                                                                         | *Construction and Definitions*                           |   |
| Section 8.                                                                         | *Fiscal Year*                                            |   |
| Section 9.                                                                         | *Seal*                                                   |   |
|                                                                                    |                                                     |
| **ARTICLE VIII AMENDMENTS**                                                        |                                                     |
|                                                                                    |                                                     |
| Section 1.                                                                         | *Amendment*                                              |   |

 

ii

----

 

**AMENDEDAND RESTATED BYLAWS**

 

**OF**

 

**GUITARCENTER, INC.**

 

**ARTICLE I**

 

**OFFICES**

 

Section 1.                                            *Registered Office*.  The registered office of Guitar Center,Inc.  (hereinafter, called the“corporation”) shall be in the City of Wilmington, County of New Castle, Stateof Delaware.

 

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

 

**ARTICLE II**

 

**STOCKHOLDERS**

 

Section 1.                                            *Place of Meetings*.  Meetings of stockholders shall be held atany 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.

 

Section 2.                                            *AnnualMeetings of Stockholders*. The annual meeting of stockholders shall be held each year on a date andat a time designated by the board of directors.  Any previously scheduled annual meeting of the stockholders maybe postponed by resolution of the board of directors upon public notice givenprior to the date previously scheduled for such annual meeting of thestockholders.

 

Section 3.                                            *Special Meetings*.  A special meeting of the stockholders may becalled at any time by the board of directors, or by a majority of the members ofthe board of directors or by a committee of the board of directors which hasbeen duly designated by the board of directors and whose powers and authority,as provided in a resolution of the board of directors, include the power tocall such meetings, but such special meetings may not be called by any otherperson or persons.  Any previouslyscheduled special meeting of the stockholders may be postponed by resolution ofthe board of directors upon public notice given prior to the date previouslyscheduled for such special meeting of the stockholders.

 

Section 4.                                            *Notice of Stockholders’ Meetings*.  All notices of meetings of stockholdersshall be sent or otherwise given in accordance with this Article II notless than ten (10) nor more than sixty (60) days before the date of the meetingbeing noticed.  The notice shall specifythe

 

----

 

place, date and hour ofthe meeting and in the case of a special meeting, the purpose or purposes forwhich the meeting is called.

 

Section 5.                                            *Manner of Giving Notice; Affidavit of Notice*.  If mailed, notice shall be deemed to havebeen given when deposited in the mail, postage prepaid, directed to thestockholder at his address appearing on the books of the corporation or givenby the stockholder to the corporation for the purpose of notice.  An affidavit of the mailing or other meansof giving any notice of any stockholders’ meeting shall be executed by thesecretary, assistant secretary or any transfer agent of the corporation givingsuch notice, and, in the absence of fraud, shall be prima facie evidence of thefacts stated therein.  Such affidavitshall be filed and maintained in the minute book of the corporation.

 

Section 6.                                            *Quorum*. The presence in person or by proxy of the holders of a majority of theshares entitled to vote at any meeting of stockholders shall constitute aquorum for the transaction of business. If, however, such quorum is not present or represented at any meeting ofthe stockholders, then the stockholders entitled to vote thereat, present inperson or represented by proxy, shall have power to adjourn the meeting fromtime to time, without notice other than announcement at the meeting, until aquorum is present or represented.

 

Section 7.                                            *Adjourned Meeting and Notice Thereof*.  Any stockholders’ meeting, annual orspecial, whether or not a quorum is present, may be adjourned from time to timeby the chairman of the meeting, but in the absence of a quorum, no otherbusiness may be transacted at such meeting, except as provided inSection 6 of this Article II.

 

When any meeting ofstockholders, either annual or special, is adjourned to another time or place,notice need not be given of the adjourned meeting if the time and place thereofare announced at a meeting at which the adjournment is taken, unless a newrecord date for the adjourned meeting is fixed, or unless the adjournment isfor more than thirty (30) days from the date set for the original meeting.  Notice of any such adjourned meeting, ifrequired, shall be given to each stockholder of record entitled to vote at theadjourned meeting in accordance with the provisions of Sections 4 and 5 of thisArticle II.  At any adjournedmeeting the corporation may transact any business which might have beentransacted at the original meeting.

 

Section 8.                                            *Voting*.  The stockholders entitled to vote at any meeting of stockholdersshall be determined in accordance with the provisions of Section 11 ofthis Article II, subject to the provisions of Sections 217 and 218 of theGeneral Corporation Law of the State of Delaware (relating to voting rights offiduciaries, pledgers and joint owners of stock and to voting trusts and othervoting agreements).  Such vote may be byvoice vote or by ballot, at the discretion of the chairman of the meeting.  Any stockholder entitled to vote on anymatter (other than the election of directors) may vote part of the shares infavor of the proposal and refrain from voting the remaining shares or vote themagainst the proposal; but, if the stockholder fails to specify the number ofshares such stockholder is voting affirmatively, it will be conclusivelypresumed that the stockholder’s approving vote is with respect to all sharessuch stockholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of theshares represented at the meeting and entitled to vote on any matter shall bethe act of the stockholders, unless the vote of a greater number or voting byclasses is required by the Delaware General Corporation Law or

 

2

----

 

the certificate ofincorporation or the certificate of determination of preferences as to anypreferred stock.

 

At a stockholders’meeting involving the election of directors, no stockholder shall be entitledto cumulate (*i.e.*, cast for anyone or more candidates a number of votes greater than the number of thestockholder’s shares).  The candidatesreceiving the highest number of votes, up to the number of directors to beelected, shall be elected.

 

Section 9.                                            *Waiver of Notice or Consent by Absent Stockholders*.  The transactions of any meeting ofstockholders, either annual or special, however called and noticed, andwherever held, shall be as valid as though had at a meeting duly held afterregular call and notice, if a quorum be present either in person or by proxy,and if, either before or after the meeting, each person entitled to vote, notpresent in person or by proxy, signs a written waiver of notice or a consent tothe holding of the meeting, or an approval of the minutes thereof.  The waiver of notice or consent need notspecify either the business to be transacted or the purpose of any annual orspecial meeting of stockholders.  Allsuch waivers, consents or approvals shall be filed with the corporate recordsor made part of the minutes of the meeting.

 

Attendance of a person ata meeting shall also constitute a waiver of notice of such meeting, except whenthe person objects, at the beginning of the meeting, to the transaction of anybusiness because the meeting is not lawfully called or convened, and exceptthat attendance at a meeting is not a waiver of any right to object to theconsideration of matters not included in the notice of the meeting if suchobjection is expressly made at the meeting.

 

Section 10.                                      *No Stockholder Action by Written Consent Without aMeeting*.  Stockholders maytake action only at a regular or special meeting of stockholders and not in anyevent by written consent.

 

Section 11.                                      *Record Date for Stockholder Notice and Voting*.  For purposes of determining the holdersentitled to notice of any meeting or to vote, the board of directors may fix,in advance, a record date, which shall not be more than sixty (60) days norless than ten (10) days prior to the date of any such meeting, and in such caseonly stockholders of record on the date so fixed are entitled to notice and tovote, notwithstanding any transfer of any shares on the books of thecorporation after the record date fixed as aforesaid, except as otherwiseprovided in the Delaware General Corporation Law.

 

If the board of directorsdoes not so fix a record date, the record date for determining stockholdersentitled to notice of or to vote at a meeting of stockholders shall be at theclose of business on the business day next preceding the day on which notice isgiven or, if notice is waived, at the close of business on the business daynext preceding the day on which the meeting is held.

 

Section 12.                                      *Proxies*. Each stockholder entitled to vote at a meeting of stockholders mayauthorize another person or persons to act for such person by (i) a writtenproxy, signed by the stockholder and filed with the secretary of thecorporation, or (ii) transmitting or authorizing the transmission of atelegram, cablegram, or other means of electronic transmission to the personwho will be the holder of the proxy or to a proxy solicitation firm, proxysupport service

 

3

----

 

organization or likeagent duly authorized by the person who will be the holder of the proxy toreceive such transmission in accordance with the provisions ofSection 212(c)(2) of the General Corporation Law of the State ofDelaware.  A proxy shall be deemedsigned if the stockholder’s name is placed on the proxy (whether by manualsignature, typewriting, telegraphic transmission or otherwise) by thestockholder or the stockholder’s attorney-in-fact.  A validly executed proxy which does not state that it isirrevocable shall continue in full force and effect unless (i) revoked by theperson executing it, prior to the vote pursuant thereto, by a writing deliveredto the corporation stating that the proxy is revoked or by a subsequent proxyexecuted by, or attendance at the meeting and voting in person by, the personexecuting the proxy, or (ii) written notice of the death or incapacity of themaker of such proxy is received by the corporation before the vote pursuantthereto is counted; *provided, however,*that no such proxy shall be valid after the expiration of three (3) years fromthe date of such proxy, unless otherwise provided in the proxy.  The revocability of a proxy that states onits face that it is irrevocable shall be governed by the provisions ofSection 212(c) of the General Corporation Law of the State of Delaware.

 

Section 13.                                      *Inspectors of Election; Opening and Closing the Polls*.  The board of directors by resolution shallappoint one or more inspectors, which inspector or inspectors may includeindividuals who serve the corporation in other capacities, including, withoutlimitation, as officers, employees, agents or representatives, to act at themeetings of stockholders and make a written report thereof.  One or more persons may be designated asalternate inspectors to replace any inspector who fails to act.  If no inspector or alternate has beenappointed to act or is able to act at a meeting of stockholders, the chairmanof the meeting shall appoint one or more inspectors to act at the meeting.  Each inspector, before discharging his orher duties, shall take and sign an oath faithfully to execute the duties ofinspector with strict impartiality and according to the best of his or herability.  The inspectors shall have theduties prescribed by law.

 

The chairman of themeeting shall fix and announce at the meeting the date and time of the openingand the closing of the polls for each matter upon which the stockholders willvote at a meeting.

 

Section 14.                                      *Nomination and Stockholder Business Bylaw*.

 

(A)                              *Annual Meetings of Stockholders*.

 

(1)                                  Nominationsof persons for election to the board of directors of the corporation and theproposal of business to be considered by the stockholders may be made at anannual meeting of stockholders only: (a) pursuant to the corporation’s notice of meeting; (b) by or at thedirection of the board of directors; or (c) by any stockholder of thecorporation who was a stockholder of record at the time of giving of noticeprovided for in this bylaw, who is entitled to vote at the meeting and whotimely complies with the notice procedures set forth in this bylaw.

 

(2)                                  Fornominations or other business to be properly brought before an annual meetingby a stockholder pursuant to clause (c) of paragraph (A)(1) of this bylaw, thestockholder must have given timely notice thereof in writing to the secretaryof the corporation and such other business must otherwise be a proper matterfor stockholder action.  To be timely, astockholder’s notice shall be delivered to the secretary at the principalexecutive offices of the

 

4

----

 

corporation not laterthan the close of business on the 120th calendar day in advance of the firstanniversary of the date the corporation’s proxy statement was first mailed tosecurity holders in connection with the preceding year’s annual meeting; *provided, however*, that if no annualmeeting was held in the previous year or the date of the annual meeting hasbeen changed by more than thirty (30) calendar days from the first anniversaryof the date of the previous year’s annual meeting, a proposal shall be receivedby the Company no later than the close of business on the tenth day followingthe day on which notice of the date of the meeting was first mailed or publicannouncement of the date of the meeting was made, whichever comes first.  In no event shall the public announcement ofan adjournment of an annual meeting commence a new time period for the givingof a stockholder’s notice as described above. Such stockholder’s notice shall set forth (a) as to each person whom thestockholder proposes to nominate for election or reelection as a director allinformation relating to such person that is required to be disclosed insolicitations of proxies for election of directors in an election contest, oris otherwise required, in each case pursuant to applicable federal securitieslaws, including, without limitation, Regulation, 14A under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), and the rulespromulgated thereunder (including such person’s written consent to being namedin the proxy statement as a nominee and to serving as a director if elected);(b) as to any other business that the stockholder proposes to bring before themeeting, a brief description of the business desired to be brought before themeeting, the reasons for conducting such business at the meeting, any materialinterest in such business of such stockholder and the beneficial owner, if any,on whose behalf the proposal is made and any other information that is requiredby law to be provided by the stockholder in his or her capacity as a proponentof a stockholder proposal; and (c) as to the stockholder giving the notice andthe beneficial owner, if any, on whose behalf the nomination or proposal ismade (i) the name and address of such stockholder, as they appear on thecorporation’s books, and of such beneficial owner and (ii) the class and numberof shares of the corporation which are owned beneficially and of record by suchstockholder and such beneficial owner.

(3)                                  Notwithstandinganything in this bylaw to the contrary, in the event that the number ofdirectors to be elected to the board of directors of the corporation isincreased and there is no public announcement by the corporation naming all ofthe nominees for director or specifying the size of the increased board ofdirectors at least seventy (70) days prior to the first anniversary of the dateof the preceding year’s annual meeting, a stockholder’s notice required by thisbylaw shall also be considered timely, but only with respect to nominees forany new positions created by such increase, if it shall be delivered to thesecretary at the principal executive offices of the corporation not later thanthe close of business on the 10th day following the day on which such publicannouncement is first made by the corporation.

 

(B)                                *Special Meetings of Stockholders*.  Only such business shall be conducted at aspecial meeting of stockholders as shall be brought before the meeting pursuantto the corporation’s notice of meeting. A stockholder’s nomination of one or more persons for election to theboard of directors shall only be permitted to be made at a special meeting ofstockholders if: (i) the corporation’s notice of such meeting specified thatdirectors are to be elected at such special meeting; (ii) such stockholder wasa stockholder of record entitled to vote at the meeting at the time of givingof notice provided for in this bylaw; and (iii) if such stockholder complieswith the notice procedures set forth in this bylaw.  In the event the corporation calls a special meeting of stockholdersfor the purpose of electing one or more directors to the board of

 

5

----

 

directors, any suchstockholder may nominate a person or persons (as the case may be), for electionto such position(s) as specified in the corporation’s notice of meeting, if thestockholder’s notice required by paragraph (A)(2) of this bylaw shall bedelivered to the secretary at the principal executive offices of thecorporation not earlier than the close of business on the 90th day prior tosuch special meeting and not later than the close of business on the later ofthe 60th day prior to such special meeting or the 10th day following the day onwhich public announcement is first made of the date of the special meeting and ofthe nominees proposed by the board of directors to be elected at suchmeeting.  In no event shall the publicannouncement of an adjournment of a special meeting commence a new time periodfor the giving of a stockholder’s notice as described above.

 

(C)                                *General*.

 

(1)                                  Atthe request of the board of directors, any person nominated by the board ofdirectors for election as a director shall furnish to the secretary of thecorporation that information required to be set forth in a stockholder’s noticeof nomination which pertains to the nominee. Only such persons who are nominated in accordance with the proceduresset forth in this bylaw shall be eligible to serve as directors.  As provided for in Section 15 of thisArticle II, the chairman of the meeting shall have the power and authorityto determine the procedures of a meeting of stockholders which shall include,without limitation, the authority to determine whether a nomination or anyother business proposed to be brought before the meeting was made or proposed,as the case may be, in accordance with the procedures set forth in this bylawand, if any proposed nomination or business is determined by the chairman tonot be in compliance with this bylaw, to declare that such defective proposalor nomination shall be disregarded.

 

(2)                                  Forpurposes of this bylaw, “public announcement” shall mean disclosure in a pressrelease reported by the Dow Jones News Service, Associated Press or comparablenational news service or in a document publicly filed by the corporation withthe Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)of the Exchange Act.

 

(3)                                  Notwithstandingthe foregoing provisions of this bylaw, a stockholder shall also comply withall applicable requirements of the Exchange Act and the rules and regulationsthereunder with respect to the matters set forth in this bylaw.  Nothing in this bylaw shall be deemed toaffect any rights (i) of stockholders to request inclusion of proposals in thecorporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or(ii) of the holders of any series of preferred stock, if any, to electdirectors under certain circumstances.

 

Section 15.                                      *Conduct of Business*.

 

The chairman of anymeeting of stockholders shall have the power and authority to determine theorder of business and the procedures of a meeting, including without limitationregulation of the manner of voting and the conduct of business.

 

6

----

 

**ARTICLE III**

 

**DIRECTORS**

 

Section 1.                                            *Powers*.  Subject to the provisions of the DelawareGeneral Corporation Law and any limitations in the certificate of incorporationand these bylaws relating to action required to be approved by the stockholdersor by the outstanding shares, the business and affairs of the corporation shallbe managed and all corporate powers shall be exercised by or under thedirection of the board of directors.

 

Section 2.                                            *Numberand Qualification of Directors*. The number of directors of the corporation shall be ten (10) until changedby a proper amendment to this section.

 

Section 3.                                            *Electionand Term of Office of Directors*.  Directors shall be elected at each annual meeting of thestockholders to hold office until the next annual meeting of stockholders.  Each director, including a director electedto fill a vacancy, shall hold office until the next annual meeting ofstockholders following the election of such director and until a successor hasbeen elected and qualified or the earlier of his resignation or removal.

 

Section 4.                                            *Vacancies*.  Vacancies in the board of directors may befilled by a majority of the remaining directors, though less than a quorum, orby a sole remaining director.  Eachdirector elected to fill a vacancy shall hold office for the remainder of theterm of the person whom he succeeds, and until a successor has been elected andqualified.

 

A vacancy or vacancies inthe board of directors shall be deemed to exist in the case of the death,retirement, resignation or removal of any director, or if the board of directorsby resolution declares vacant the office of a director who has been declared ofunsound mind by an order of court or convicted of a felony, or if theauthorized number of directors be increased, or if the stockholders fail at anymeeting of stockholders at which any director or directors are elected, toelect the full authorized number of directors to be voted for at that meeting.

 

Any director may resignor voluntarily retire upon giving written notice to the chairman of the board,the president, the secretary or the board of directors.  Such retirement or resignation shall beeffective upon the giving of the notice, unless the notice specifies a latertime for its effectiveness.  If suchretirement or resignation is effective at a future time, the board of directorsmay elect a successor to take office when the retirement or resignation becomeseffective.

 

No reduction of theauthorized number of directors shall have the effect of removing any directorprior to the expiration of his term of office.

 

Section 5.                                            *Placeof Meetings and Telephonic Meetings*.  Regular meetings of the board of directors may be held at anyplace within or without the State of Delaware that has been designated fromtime to time by resolution of the board. In the absence of such designation, regular meetings shall be held atthe principal executive office of the corporation.  Special meetings of the board shall be held at any place withinor without the State of Delaware that has been designated in the notice of themeeting or, if not stated in the notice or there is no notice, at the principalexecutive office of the corporation. Any meeting, regular or special, may be held by conference telephone orsimilar communication equipment, so long as all directors participating in suchmeeting can hear one another, and all such directors shall be deemed to bepresent in person at such meeting.

 

7

----

 

Section 6.                                            *Annual Meetings*.  Immediately following each annual meeting ofstockholders, the board of directors shall hold a regular meeting for thepurpose of organization, any desired election of officers and transaction ofother business.  Notice of this meetingshall not be required.

 

Section 7.                                            *Other RegularMeetings*.  Other regularmeetings of the board of directors shall be held at such time as shall fromtime to time be determined by the board of directors.  Such regular meetings may be held without notice provided thatnotice of any change in the determination of time of such meeting shall be sentto all of the directors.  Notice of achange in the determination of the time shall be given to each director in thesame manner as for special meetings of the board of directors.

 

Section 8.                                            *Special Meetings*.  Special meetings of the board of directorsfor any purpose or purposes may be called at any time by the chairman of theboard or the president or the secretary or any two directors.  Notice of the time and place of specialmeetings shall be delivered personally or by telephone to each director or sentby facsimile, e-mail or similar electronic transmission, first-class mail orovernight courier, charges prepaid, addressed to each director at his or heraddress as it is shown upon the records of the corporation.  In case such notice is mailed, it shall bedeposited in the United States mail at least four (4) days prior to the time ofthe holding of the meeting.  In casesuch notice is delivered by overnight courier, it shall be delivered to theovernight courier service in a manner reasonably designed to be delivered toeach director at least twenty-four (24) hours prior to the time of the holdingof the meeting.  In case such notice isdelivered personally, by telephone, facsimile or e-mail or similar electronictransmission, it shall be delivered personally, or by telephone, by facsimileor by e-mail or similar electronic transmission, at least twenty-four (24)hours prior to the time of the holding of the meeting.  Any oral notice given personally or bytelephone may be communicated to either the director or to a person at theoffice of the director who the person giving the notice has reason to believewill promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place ifthe meeting is to be held at the principal executive office of the corporation.

 

Section 9.                                            *Quorum*.  A majority of the number of directors thenin office as directors shall constitute a quorum for the transaction ofbusiness, which in no case shall be less than one-third (1/3) of the totalauthorized number of directors, except to adjourn as hereinafter provided.  Every act or decision done or made by amajority of the directors present at a meeting duly held at which a quorum ispresent shall be regarded as the act of the board of directors.  A meeting at which a quorum is initiallypresent may continue to transact business notwithstanding the withdrawal ofdirectors, if any action taken is approved by at least a majority of therequired quorum for such meeting.

 

Section 10.                                      *Waiver of Notice*.  The transactions of any meeting of the boardof directors, however called and noticed or wherever held, shall be as valid asthough had at a meeting duly held after regular call and notice if a quorum bepresent and if, either before or after the meeting, each of the directors notpresent signs a written waiver of notice, a consent to holding the meeting oran approval of the minutes thereof.  Thewaiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents and approvalsshall be filed with the corporate records or made a part of the minutes of themeeting.  Notice of a meeting

 

8

----

 

shall also be deemedgiven to any director who attends the meeting without protesting, prior theretoor at its commencement, the lack of notice to such director.

 

Section 11.                                      *Adjournment*.  A majority of the directors present, whetheror not constituting a quorum, may adjourn any meeting to another time andplace.

 

Section 12.                                      *Notice ofAdjournment*.  Notice ofthe time and place of an adjourned meeting need not be given, unless themeeting is adjourned for more than twenty-four (24) hours, in which case noticeof such time and place shall be given prior to the time of the adjournedmeeting, in the manner specified in Section 8 of this Article III, tothe directors who were not present at the time of the adjournment.

 

Section 13.                                      *Action WithoutMeeting*.  Any actionrequired or permitted to be taken at any meeting of the board of directors, orof any committee thereof, may be taken without a meeting if all members of theboard or committee, as the case may be, consent thereto in writing and thewriting or writings are filed with the minutes of proceedings of the board orcommittee.  Written consentsrepresenting actions taken by the board or committee may be executed by telex,telecopy or other facsimile transmission, and such facsimile shall be valid andbinding to the same extent as if it were an original.

 

Section 14.                                      *Fees andCompensation of Directors*. Directors and members of committees may receive such compensation, ifany, for their services and such reimbursement of expenses, as may be fixed ordetermined by resolution of the board of directors.  Nothing herein contained shall be construed to preclude anydirector from serving the corporation in any other capacity as an officer,agent, employee, or otherwise, and receiving compensation for such services.

 

**ARTICLE IV**

 

**COMMITTEES**

 

Section 1.                                            *Committees ofDirectors*.  The board ofdirectors may, by resolution adopted by a majority of the number of directorsthen in office as directors, designate one or more committees, with eachcommittee to consist of one or more of the directors of the corporation. Theboard may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member at any meeting ofthe committee. Any such committee, to the extent provided in the resolution ofthe board of directors or in these bylaws, shall have and may exercise all thepowers and authority of the board of directors in the management of thebusiness and affairs of the corporation, and may authorize the seal of thecorporation to be affixed to all papers that may require it; but no suchcommittee shall have the power or authority to (i) approve, adopt or recommendto the stockholders any action or matter expressly required by the GeneralCorporation Law of the State of Delaware to be submitted to the stockholdersfor approval, or (ii) adopt, amend or repeal any bylaw of the corporation.

 

9

----

 

Section 2.                                            *Meetingsand Action of Committees*. Meetings and action of committees shall be governed by, and held andtaken in accordance with, the provisions of Article III of these bylaws,Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings andnotice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice ofadjournment) and 13 (action without meetings), with such changes in the contextof those bylaws as are necessary to substitute the committee and its membersfor the board of directors and its members, except that the time of regularmeetings of committees may be determined by resolution of the board ofdirectors as well as the committee, special meetings of committees may also becalled by resolution of the board of directors, and notice of special meetingsof committees shall also be given to all alternate members, who shall have theright to attend all meetings of the committee. The board of directors may adopt rules for the government of anycommittee not inconsistent with the provisions of these bylaws.

 

Section 3.                                            *Committee Minutes*.  Each committee shall keep regular minutes ofits meetings and report the same to the board of directors when requested orotherwise required.

 

**ARTICLE V**

 

**OFFICERS**

 

Section 1.                                            *Officers*.  The officers of the corporation shall bechosen by the board of directors and shall include a chairman of the board orpresident, or both, a vice president, a secretary, a chief executive officerand a chief financial officer.  Thecorporation may also have, at the discretion of the board of directors, apresident, one or more additional vice presidents, one or more assistant secretaries,one or more assistant treasurers, and such other officers as may be held by thesame person.

 

Section 2.                                            *Election of Officers*.  The officers of the corporation, except suchofficers as may be appointed in accordance with the provisions ofSection 3 or Section 5 of this Article V, shall be chosenannually by the board of directors, and each shall hold his office until heshall resign or be removed or otherwise disqualified to serve or his successorshall be appointed in accordance with the provisions of Section 3 of thisArticle V.  Any number of officesmay be elected and qualified.

 

Section 3.                                            *SubordinateOfficers**, etc*.  The board of directors may appoint, and mayempower the chairman of the board to appoint, such other officers as thebusiness of the corporation may require, each of whom shall hold office forsuch period, have such authority and perform such duties as are provided in thebylaws or as the board of directors may from time to time determine.

 

Section 4.                                            *Removaland Resignation of Officers*. Any officer may be removed, either with or without cause, by the boardof directors, at any regular or special meeting thereof, or, except in case ofan officer chosen by the board of directors, by any officer upon whom suchpower of removal may be conferred by the board of directors.

 

Any officer may resign atany time by giving written notice to the corporation.  Any such resignation shall take effect at the date of the receiptof such notice or at any later time

 

10

----

 

specified therein; and,unless otherwise specified therein, the acceptance of such resignation shallnot be necessary to make it effective.

 

Section 5.                                            *Vacancies in Office*.  A vacancy in any office because of death,resignation, removal, disqualification, or any other cause shall be filled inthe manner prescribed in these bylaws for regular appointments to such office.

 

Section 6.                                            *Chairman of theBoard*.  The chairman ofthe board, when present, shall preside at all meetings of the stockholders andthe board of directors.  The chairman ofthe board shall perform other duties commonly incident to his office and shallalso perform such other duties and have such other powers as the board ofdirectors shall designate from time to time.

 

Section 7.                                            *President*.  The president shall be the chief operatingofficer of the corporation and shall exercise and perform such powers andduties with respect to the administration of the business and affairs of thecorporation as may from time to time be assigned to him by the chairman of theboard or by the board of directors, or as may be prescribed by the bylaws.

 

Section 8.                                            *Vice Presidents*.  In the absence or disability of thepresident, a vice president designated by the board of directors shall performall the duties of the president, and when so acting shall have all the powersof, and be subject to all the restrictions upon, the president.  The vice presidents shall have such otherpowers and perform such other duties as from time to time may be prescribed forthem respectively by the board of directors or the bylaws.

 

Section 9.                                            *Secretary*.  The secretary shall keep or cause to bekept, at the principal executive office or such other place as the board ofdirectors may order, a book of minutes of all meetings and actions ofdirectors, committees of directors and stockholders, with the time and place ofholding, whether regular or special, and, if special, how authorized, thenotice thereof given, the names of those present at directors’ and 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 the principal executive office or at the office of thecorporation’s transfer agent or registrar, as determined by resolution of theboard of directors, a stock register, or a duplicate register, showing thenames of all stockholders and their addresses, the number and classes of sharesheld by each, the number and date of certificates issued for the same, and thenumber and date of cancellation of every certificate surrendered forcancellation.

 

The secretary shall give,or cause to be given, notice of all meetings of the stockholders and of theboard of directors required by the bylaws or by law to be given, and he shallkeep the seal of the corporation in safe custody, and shall have such otherpowers and perform such other duties as may be prescribed by the board ofdirectors or by the bylaws.

 

Section 10.                                      *Chief ExecutiveOfficer*.  The chiefexecutive officer shall preside at all meetings of the stockholders and at allmeetings of the board of directors, unless the chairman of the board has beenappointed and is present.  The chiefexecutive officer shall, subject to the control of the board of directors, havegeneral supervision, direction and control of the business

 

11

----

 

and affairs of thecorporation, and shall have such other powers as may be prescribed by the boardof directors or the bylaws.  The officeof the chief executive officer may be shared among two or more persons at anyone time.

 

Section 11.                                      *Chief FinancialOfficer*.  The chieffinancial officer shall keep and maintain, or cause to be kept and maintained,adequate and correct books and records of accounts of the properties and businesstransactions of the corporation, including accounts of its assets, liabilities,receipts, disbursements, gains, losses, capital, retained earnings andshares.  The books of account shall beopen at all reasonable times to inspection by any director.

 

The chief financialofficer shall deposit all monies and other valuables in the name and to thecredit of the corporation with such depositories as may be designated by theboard of directors.  The chief financialofficer shall disburse the funds of the corporation as may be ordered by theboard of directors, shall render to the chairman of the board and directors,whenever they request it, an account of all of his transactions as chieffinancial officer and of the financial condition of the corporation, and shallhave other powers and perform such other duties as may be prescribed by theboard of directors or the bylaws.

 

Section 12.                                      *AssistantSecretaries and Assistant Treasurers*.  Any assistant secretary may perform any act within the power ofthe secretary, and any assistant treasurer may perform any act within the powerof the chief financial officer, subject to any limitations which may be imposedin these bylaws or in board resolutions.

 

Section 13.                                      *Authorityand Duties of Officers*. In addition to the foregoing authority and duties, all officers of thecorporation shall respectively have such authority and perform such duties inthe management of the business of the corporation as may be designated fromtime to time by the board of directors.

 

**ARTICLE VI**

 

**INDEMNIFICATIONOF DIRECTORS, OFFICERS,EMPLOYEES AND OTHER AGENTS**

 

Section 1.                                            *Indemnificationof Director and Officers*. The corporation shall, to the maximum extent and in the manner permittedby the General Corporation Law of the State of Delaware, indemnify each of itsdirectors and officers against expenses (including attorneys’ fees), judgments,fines, settlements, and other amounts actually and reasonably incurred inconnection with any proceeding (including without limitation any threatened, pendingor completed action, suit or proceeding, whether or not by or in the right ofthe corporation, and whether civil, criminal, administrative, investigative orotherwise) arising by reason of the fact that such person is or was a directoror officer of the corporation.  Forpurposes of this Section 1 of Article VI, a “director” or “officer”of the corporation includes any person (i) who is or was a director or officerof the corporation, (ii) who is or was serving at the request of thecorporation as a director or officer of another corporation, partnership, jointventure, trust or other enterprise (which for purposes of this Article VIshall include any employee benefit plan or trust) or (iii) who was a directoror officer of a corporation which was a predecessor corporation of thecorporation or of another enterprise at the request of such predecessorcorporation.

 

12

----

 

Section 2.                                            *Indemnificationof Others*.  Thecorporation shall have the power, to the extent and in the manner permitted bythe General Corporation Law of the State of Delaware, to indemnify each of itsemployees and agents (other than directors and officers) against expenses(including attorneys’ fees), judgments, fines, settlements and other amountsactually and reasonably incurred in connection with any proceeding (includingwithout limitation any threatened, pending or completed action, suit orproceeding, whether or not by or in the right of the corporation, and whethercivil, criminal, administrative, investigative or otherwise) arising by reasonof the fact that such person is or was an employee or agent of thecorporation.  For purposes of thisSection 2 of Article VI, an “employee” or “agent” of the corporation(other than a director or officer) includes any person (i) who is or was anemployee or agent of the corporation, (ii) who is or was serving at the requestof the corporation as an employee or agent of another corporation, partnership,joint venture, trust or other enterprise or (iii) who was an employee or agentof a corporation which was a predecessor corporation of the corporation or ofanother enterprise at the request of such predecessor corporation.

 

Section 3.                                            *Payment ofExpenses in Advance*. Expenses incurred in defending any action or proceeding for whichindemnification is required pursuant to this Article VI or for whichindemnification is permitted following authorization thereof by the board ofdirectors shall be paid by the corporation in advance of the final dispositionof such action or proceeding upon receipt of an undertaking by or on behalf ofthe indemnified party to repay such amount if it shall ultimately be determinedthat the indemnified party is not entitled to be indemnified as authorized inthis Article VI.

 

Section 4.                                            *Indemnity NotExclusive*.  Theindemnification provided by this Article VI shall not be deemed exclusiveof, or to otherwise limit in any way, any other rights which those seekingindemnification may be entitled under any bylaw, agreement, vote ofstockholders or disinterested directors or otherwise, both as to action in anofficial capacity and as to action in another capacity while holding suchoffice.  The corporation may, to themaximum extent permitted by law, purchase and maintain insurance on behalf ofany such person against any liability which may be asserted against him or herand may enter into contracts providing for the indemnification of such personto the maximum extent permitted by law.

 

**ARTICLE VII**

 

**GENERALCORPORATE MATTERS**

 

Section 1.                                            *Record Date forPurposes**Other Than Noticeand Voting*.  For purposes ofdetermining the stockholders entitled to receive payment of any dividend orother distribution or allotment of any rights or entitled to exercise anyrights in respect of any other lawful action, the board of directors may fix,in advance, a record date, which date shall not precede the date upon which theresolution fixing the record date is adopted by the Board of Directors, andwhich shall not be more than sixty (60) nor less than ten (10) days prior toany such action, and in such case only stockholders of record on the date sofixed are entitled to receive the dividend, distribution or allotment of rightsor to exercise the rights, as the case may be, notwithstanding any transfer ofany shares on the books of the corporation after the record date fixed asaforesaid, except as otherwise provided in the Delaware General CorporationLaw.

 

13

----

 

A determination ofstockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; *provided, however*, that the board ofdirectors may fix a new record date for the adjourned meeting.  In order that the corporation may determinethe stockholders entitled to consent to corporate action in writing without ameeting, the board of directors may fix a record date which shall not be morethan ten days after the date upon which the resolution fixing the record dateis adopted by the board of directors.

 

Section 2.                                            *Checks**, Drafts, Evidences of Indebtedness*.  All checks, drafts or other orders forpayment of money, notes or other evidences of indebtedness, issued in the nameof or payable to the corporation shall be signed or endorsed by such person orpersons and in such manner as, from time to time, shall be determined byresolution of the board of directors.

 

Section 3.                                            *CorporateContracts and Instruments**;How Executed*.  The board ofdirectors, except as otherwise provided in these bylaws, may authorize anyofficer or officers, agent or agents, to enter into any contract or execute anyinstrument in the name of and on behalf of the corporation, and such authoritymay be general or confined to specific instances; and, unless so authorized orratified by the board of directors or within the agency power of an officer, noofficer, agent or employee shall have any power or authority to bind thecorporation by any contract or engagement or to pledge its credit or to renderit liable for any purpose or to any amount.

 

Section 4.                                            *Stock Certificates*.  A certificate or certificates for shares ofthe capital stock of the corporation shall be issued to each stockholder whenany such shares are fully paid.  Allcertificates shall be signed in the name of the corporation by the chairman ofthe board or the president or vice president and by the chief financialofficer, the treasurer or an assistant treasurer or the secretary or anyassistant secretary, certifying the number of shares and the class or series ofshares owned by the stockholder.  Any orall of the signatures on the certificate may be facsimile.  In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent or registrarbefore such certificate is issued, it may be issued by the corporation with thesame effect as if such person were an officer, transfer agent or registrar atthe date of issue.

 

Section 5.                                            *Lost Certificates*.  Except as hereinafter in this Section 5provided, no new stock certificate shall be issued in lieu of an oldcertificate unless the latter is surrendered to the corporation and canceled atthe same time.  The board of directorsmay in case any stock certificate or certificate for any other security islost, stolen or destroyed, authorize the issuance of a new certificate in lieuthereof, upon such terms and conditions as the board of directors may require,including provision for indemnification of the corporation secured by a bond orother adequate security sufficient to protect the corporation against any claimthat may be made against it, including any expense or liability, on account ofthe alleged loss, theft or destruction of such certificate or the issuance ofsuch new certificate.

 

Section 6.                                            *Representationof Stock of Other Corporations*. The chairman of the board, the chief executive officer, the president,or any vice president, or any other person authorized by resolution of theboard of directors by any of the foregoing designated officers, is authorizedto vote on behalf of the corporation any and all stock of any other corporationor

 

14

----

 

corporations, foreign ordomestic, standing in the name of the corporation.  The authority herein granted to said officers to vote orrepresent on behalf of the corporation any and all stock by the corporation inany other corporation or corporations may be exercised by any such officer inperson or by any person authorized to do so by proxy duly executed by saidofficer.

 

Section 7.                                            *Constructionand Definitions*.  Unlessthe context requires otherwise, the general provisions, rules of construction,and definitions in the Delaware General Corporation Law shall govern theconstruction of the bylaws.  Withoutlimiting the generality of the foregoing, the singular number includes theplural, the plural number includes the singular, and the term “person” includesboth a corporation and a natural person.

 

Section 8.                                            *Fiscal Year*.  The fiscal year of the corporation shall befixed by resolution of the board of directors.

 

Section 9.                                            *Seal*.  The seal of the corporation shall be roundand shall bear the name of the corporation and words and figures denoting itsorganization under the laws of the State of Delaware and year thereof, andotherwise shall be in such form as shall be approved from time to time by theboard of directors.

 

**ARTICLE VIII**

 

**AMENDMENTS**

 

Section 1.                                            *Amendment*.  The bylaws, or any of them, may berescinded, altered, amended or repealed, and new bylaws may be made (i) by theboard of directors, by vote of a majority of the number of directors then inoffice as directors, acting at any meeting of the board of directors, or (ii)by the stockholders, by the vote of the holders of sixty-six and two-thirdspercent (66-2/3%) of the outstanding voting stock of the corporation, at anyannual or special meeting of stockholders, *provided*that notice of such proposed amendment, modification, repeal or adoption isgiven in the notice of the annual or special meeting; *provided, however*, that the bylaws canonly be amended if such amendment would not conflict with the certificate ofincorporation.  Any bylaw made oraltered by the requisite number of stockholders may be altered or repealed bythe board of directors or may be altered or repealed by the requisite number ofstockholders.

 

*     *     *     *

 

15

----