**Exhibit 3(b)**

 

AMENDED ANDRESTATEDBY-LAWS

 

OF

 

QUIXOTECORPORATION

(A DelawareCorporation)

 

as adopted on March 16,1991,and as amended through August 17, 2005

 

(the Corporationwas named Energy Absorption Systems, Inc. from July 14, 1969 to June 30,1980)

 

**ARTICLE I**

 

**OFFICESAND RECORDS**

 

**Section 1.1.  Delaware Office.**  The principal office of the Corporation inthe State of Delaware shall be located in the City of Wilmington, County of NewCastle, and the name and address of its registered agent is The CorporationTrust Company, No. 100 West Tenth Street, Wilmington, Delaware.

 

**Section 1.2.  Other Offices.**  The Corporation may have such other offices,either within or without the State of Delaware, as the Board of Directors maydesignate or as the business of the Corporation may from time to time require.

 

**Section 1.3.  Books and Records.**  The books and records of the Corporation maybe kept outside the State of Delaware at such place or places as may from timeto time be designated by the Board of Directors.

 

**ARTICLE II**

 

**STOCKHOLDERS**

 

**Section 2.1.  Annual Meeting.**  The annual meeting of the stockholders of theCorporation shall be held on such date and at such place and time during theperiod commencing at 12:01 A.M. (Chicago Time) on October 1 andending 11:59 P.M. (Chicago Time) on December 10 in each year as maybe fixed by resolution of the Board of Directors adopted at least ten daysprior to the date so fixed, for the purpose of electing

 

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directors and for the transaction of such otherbusiness as may properly come before the meeting.  If, in any year the Board of Directors shallnot fix an annual meeting date, place and time by the end of the 10th day nextpreceding the third Friday of October in that year, then the date, placeand time of the annual meeting in such year shall be on the third Friday of October atthe principal office of the Corporation in Chicago, Illinois at the hour of10:30 A.M. (Chicago Time).  If thedate of the annual meeting shall be a legal holiday in the State where such meetingis to be held, such meeting shall be held on the next succeeding business day.

 

**Section 2.2.  Special Meetings.**  Special meetings of the stockholders shall becalled at any time by the Chairman, President or a majority of the Board ofDirectors.

 

**Section 2.3.  Place of Meeting.**  The Board of Directors may designate theplace of meeting for any annual meeting or for any special meeting called bythe Board of Directors.  If nodesignation is made by the Board of Directors or if a special meeting be otherwisecalled, the place of meeting shall be the principal office of the Corporationin Chicago, Illinois.

 

**Section 2.4.  Notice of Meeting.**  Written or printed notice stating the date,place and time of the meeting, and, in the case of a special meeting, thepurpose and purposes for which the meeting is called, shall be given asrequired by the General Corporation Law of the State of Delaware.

 

**Section 2.5.  Fixing of Record Date.**  For the purpose of determining stockholdersentitled to notice of or to vote at any meeting of stockholders or anyadjournment thereof, or stockholders entitled to receive payment of anydividend, or in order to make a determination of stockholders for any otherproper purpose, the Board of Directors may fix in advance a date as the recorddate for any such determination of stockholders, such date to be not less thanten (10) days nor more than sixty (60) days prior to the date of themeeting or of the payment of a dividend or such other event.  If no record date is fixed, the record datefor such determination of stockholders shall be (a) the close of businesson the day next preceding the date on which notice of the meeting is mailed, (b) thedate on which the resolution of the Board of Directors declaring such dividendis adopted, or (c) the date on which notice is given to stockholdersinvolving an event requiring a record date, as the case may be.  When a determination of stockholders entitledto vote at any meeting of stockholders has been made as provided in thisSection, such determination shall apply to any adjournment thereof.

 

**Section 2.6.  Quorum.**  A majority of the outstanding shares entitledto vote shall constitute a quorum at meetings of stockholders, except that whenspecified business is to be voted on by a class or series, voting as a class,the holders of a majority of the shares of such class or series shallconstitute a quorum for the transaction of such business.  At all meetings of stockholders all questionsshall be determined by a majority vote of the stockholders entitled to votepresent in person or by proxy, except as otherwise provided by law or theCertificate of Incorporation or these By-Laws.

 

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**Section 2.7.  Proxies.**   At all meetings of stockholders, astockholder may vote by proxy. Without limiting the manner in which astockholder may authorize another person or persons to act for him as proxy,the following are valid means of granting such authority.  A stockholder may execute a writingauthorizing another person or persons to act for him as proxy.  Execution may be accomplished by thestockholder or his authorized officer, director, employee or agent signing suchwriting or causing his or her signature to be affixed to such writing by anyreasonable means including, but not limited to, by facsimile signature.  A stockholder may also authorize anotherperson or persons to act for him as proxy by transmitting or authorizing thetransmission of a telegram, cablegram or other means of electronic transmissionto the person who will be the holder of the proxy or to a proxy solicitationfirm, proxy support service organization or like agent duly authorized by theperson who will be the holder of the proxy to receive such transmission,provided that any such telegram, cablegram or other means of electronic transmissionmust either set forth or be submitted with information from which it can bedetermined that the telegram, cablegram or other electronic transmission wasauthorized by the stockholder.  If it isdetermined that such telegrams, cablegrams or other electronic transmissionsare valid, the inspectors or, if there are no inspectors, such other personsmaking that determination shall specify the information upon which theyrelied.  Any copy, facsimile telecommunicationor other reliable reproduction of the writing or transmission created pursuantto this section may be substituted or used in lieu of the original writingor transmission for any and all purposes for which the writing or transmissioncould be used, provided that such copy, facsimile telecommunication or otherreproduction shall be a complete reproduction of the entire original writing ortransmission.  No proxy shall be validafter eleven (11) months from the date of its execution, unless the proxy shallotherwise provide.

 

**Section 2.8.****  Judges of Election.**  The Secretary of the Corporation, or anyAssistant Secretary of the Corporation in the absence of the Secretary, shallserve as the Judge of each meeting of stockholders, provided, however, that theChairman of the Board of the Corporation at his discretion may appoint, inplace of the Secretary or any Assistant Secretary of the Corporation, three (3) judgesof election to serve with respect to such meeting of stockholders, and if anyjudge so appointed shall refuse to serve or shall not be present at suchstockholders’ meeting, he shall be replaced by the Chairman of the Board ofDirectors in advance of such meeting or in advance of any voting at suchmeeting.  All voting at stockholders’meetings shall be conducted solely under the direction of the judge(s), and thedecision of the judge, or a majority of the judges if more than one, as to theoutcome of all voting at such meetings shall be binding upon the Corporationand its stockholders in the absence of actual fraud in the decision of thejudge(s).  Any competent person over theage of 21 may be appointed as a judge of election.

 

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(a)  In fulfillingthe obligations hereunder, the judge(s) shall have the followingresponsibilities:  (1) to determinewhether the meeting itself is legally constituted for the purpose of thestockholders’ action;  (2) todetermine the validity and effect of proxies and the authority of the person orpersons designated in such proxies to vote pursuant thereto;  (3) to determine the validity and effectof ballots cast for the matters to be voted on by the stockholders; and  (4) to do all other acts and make allother determinations necessary or appropriate in connection with conducting thevoting and deciding the results thereof.

 

(b)  In dischargingany or all of the aforementioned responsibilities, the judge(s)  (1) shall not have the duty ofdetermining the names or addresses of the registered stockholders of theCorporation entitled to vote at such meeting, but may rely on a dated list ofsuch stockholders if certified by either the transfer agent or the Secretary ofthe Corporation and if the date of such list coincides with the record date asfixed pursuant to these By-Laws, and  (2) shallnot have the duty of determining the date of mailing of the notices of themeeting or the persons to whom notices were sent, but may rely on a certificateof the transfer agent or the Secretary of the Corporation containing suchinformation.

 

(c)  To aid them incarrying out any of the aforementioned duties, the judge(s) shall have theauthority, but not the obligation, to appoint agents, including, but notnecessarily limited to, accountants, attorneys and custodians.  Any such agents so appointed shall beresponsible only to the judge(s).

 

(d)  The judge(s)shall be entitled to possession of all ballots, together with any accompanyingproxies, cast by the stockholders.  Thejudge(s) shall retain possession, but not necessarily the physical custody, ofsuch ballots and proxies until they have determined the results of theelection, at which time they shall deliver such ballots and proxies, andcertify the results of the election, to the secretary of the meeting.

 

(e)  Judge(s) shallbe entitled to reimbursement from the Corporation for all expenses reasonablyincurred by them in connection with the discharge of their responsibilities asjudges, including fees and expenses of any agents appointed pursuant to theprovisions of these By-Laws, and, in addition, the Corporation shall pay thejudge(s) a fee commensurate with the services rendered and the responsibilitiesundertaken by them.

 

**ARTICLE III**

 

**BOARDOF DIRECTORS**

 

**Section 3.1.  General Powers.**  The business and affairs of the Corporationshall be managed by its Board of Directors. In addition to the powers and authority expressly conferred upon them bythese By-Laws, the Board of Directors may exercise all such

 

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powers of the Corporation and do all such lawful actsand things as are not by statute or by the Certificate of Incorporation or bythese By-Laws required to be exercised or done by the stockholders.

 

**Section 3.2.  Number, Tenure and Qualifications.**  The number of directors of the Corporationshall be seven.  Each director shall holdoffice until the third succeeding annual meeting of stockholders or until his successorshall have been elected and qualified. Directors need not be residents of the State of Delaware or stockholdersof the Corporation.  Directors may benominated for office in advance of the annual meeting of stockholders.

 

**Section 3.3.  Classes of Directors.**  As provided in the Certificate ofIncorporation, the directors shall be divided into three classes, as nearlyequal in number as possible.  At eachannual meeting, directors to replace those whose term expires at such annualmeeting shall be elected to hold office until the third succeeding annualmeeting or until his successor shall have been elected and qualified.  If the number of directors is changed, anynewly created directorships or decrease in directorships shall be soapportioned among the classes as to make all classes as nearly equal in numberas possible.  No decrease in the Boardshall shorten the term of any incumbent director.

 

As used in these By-Laws,“entire Board of Directors” means the total number of directors which the Corporationwould have if there were no vacancies. Except as otherwise provided in the Certificate of Incorporation or theBy-Laws, vacancies occurring in the Board of Directors may be filled for theunexpired term by a majority vote of the remaining directors.

 

**Section 3.4.  Conduct of Meetings.**  The Board of Directors shall adopt such rulesand regulations for the conduct of the meetings and management of the affairsof the Corporation as it may deem proper, not inconsistent with the laws of theState of Delaware or these By-Laws.  Assoon as practicable after the annual meeting of stockholders, the Board ofDirectors shall meet for the purpose of organization and the transaction ofbusiness.

 

**Section 3.5.  Regular Meetings.**  The Board of Directors may, by resolution,provide the time and place for the holding of regular meetings without othernotice than such resolution.

 

**Section 3.6.  Special Meetings.**  Special meetings of the Board of Directorsshall be called at the request of the Chairman of the Board, the President orany two directors.  The person or personsauthorized to call special meetings of the Board of Directors may fix the placeand time for such meetings.

 

**Section 3.7.  Notice.**  Notice of any special meeting shall be givento each director at his business address in writing or by telegram or bytelephone communication.  If mailed, suchnotice shall be deemed adequately delivered when deposited in the United States

 

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mail so addressed, with postage thereon prepaid atleast five (5) days before such meeting. If by telegram, such notice shall be deemed adequately delivered whenthe telegram is delivered to the telegraph company at least twenty-four (24)hours before such meeting.  If bytelephone, the notice shall be given at least twelve (12) hours prior to thetime set for the meeting.  Neither thebusiness to be transacted at, nor the purpose of, any regular or specialmeeting of the Board of Directors need be specified in the notice of suchmeeting, except for amendments to these By-Laws as provided under Article VII.  Notice of any special or regular meetingshall be waived if the director is present at any special or regular meeting.

 

**Section 3.8.  Quorum.**  A majority of the number of directors fixedby Section 3.2 of this Article III shall constitute a quorum for thetransaction of business at any meeting of the Board of Directors, but if lessthan such majority is present at the meeting, a majority of the directorspresent may adjourn the meeting from time to time without further notice.  The act of a majority of the directorspresent at a meeting at which a quorum is present shall be the act of the Boardof Directors.  The directors present at aduly organized meeting may continue to transact business until adjournmentnotwithstanding the withdrawal of enough directors to leave less than a quorum.

 

**Section 3.9  Vacancies.**  Vacancies and newly created directorshipsresulting from any increase in the authorized number of directors may be filledby the affirmative vote of a majority of the remaining directors, though lessthan a quorum of the Board of Directors. If the vacancy occurs less than sixty days before the annual meeting ofstockholders, the director shall serve until the annual meeting succeeding thenext annual meeting of stockholders, at which such meeting the stockholdersshall appoint the director to fill the term of director.  If the vacancy occurs greater than sixty daysbefore the annual meeting of stockholders, the director shall serve until thenext annual meeting of stockholders at which such meeting the stockholdersshall appoint the director to fill the term. If the size of the Board of Directors is enlarged or increased and adirector is appointed to fill the new directorship, the Board of Directors maydesignate the term of the director appointed to fill the new directorship.  No decrease in the size of the Board ofDirectors shall shorten the term of any incumbent director.

 

**Section 3.10  Committees.**  The Board of Directors, by resolution orresolutions passed by three-fourths of the entire Board of Directors, maydesignate from among its members an executive committee and other committees,each consisting of three or more directors, and each of which, to the extentprovided in the Certificate of Incorporation, the By-Laws and in suchresolution or resolutions, shall have the authority of the Board of Directors,except as may be provided otherwise by law. The Chairman of the Board and the President shall be members exofficioof any executive committee or finance committee.  An executive committee or any other committeeshall act only at such times as the Board of Directors is not in session and inno case to the exclusion of the right of the Board of Directors at any time toact as a Board upon any business of the Corporation.  Each such committee shall cease to exist andfunction in any capacity upon the

 

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termination of its authority by resolution orresolutions passed by a majority of the entire Board of Directors.

 

All action by anycommittee of the Board of Directors shall be referred to the Board of Directorsat its meeting next succeeding such action, and shall be subject to revision oralteration by the Board of Directors, provided that no rights or acts of thirdparties shall be affected by any such revision or alteration.  Subject to such applicable resolutions as maybe adopted by the Board, each committee shall fix its own rules ofprocedure and shall meet where and as provided in such rules, but in any casethe presence of a majority shall be necessary to constitute a quorum.

 

**ARTICLE IV**

 

**OFFICERS**

 

**Section 4.1.  Elected Officers.**  The elected officers of the Corporation shallbe a Chairman of the Board, President, one or more Vice Presidents (the numberthereof to be determined by the Board of Directors and one or more of whom maybe designated as Executive Vice President), a Secretary, a Corporate RecordKeeper, a Treasurer, and one or more Assistant Secretaries and one or moreAssistant Treasurers (the number thereof to be determined by the Board ofDirectors).  Any two or more offices maybe held by the same person, except the offices of President and Secretary orAssistant Secretary.  The Board ofDirectors may create such other office or offices from time to time as shall inits judgment be necessary or convenient and shall have power to prescribe theduties and authority of the officers elected thereto by the Board of Directors.

 

**Section 4.2.  Election and Term of Office.**  The elected officers of the Corporation shallbe elected annually by the Board of Directors at the regular meeting of theBoard of Directors held after each annual meeting of the stockholders.  If the election of officers shall not be heldat such meeting, such election shall be held as soon thereafter as convenientlymay be.  Each officer shall hold officeuntil his successor shall have been duly elected and shall have qualified oruntil his death or until he shall resign or shall have been removed.

 

**Section 4.3.  Chairman of the Board.**  The Chairman of the Board shall preside atall meetings of the Board of Directors and of the stockholders.  The Chairman of the Board shall perform suchother duties as from time to time may be assigned to him or her by the Board ofDirectors or these By-Laws.  In theabsence of the President, the Chairman of the Board may perform specific dutiesand responsibilities of the President as determined by the Board of Directors.

 

**Section 4.4.  President.**  The President shall be the chief executiveofficer of the corporation and he or she shall exercise the powers and performthe duties usual to the chief executive officer.  Subject to the control and direction of theBoard of Directors, the

 

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President shall have general charge of, and shalldirect and supervise, the business and affairs of the corporation.  He or she shall see that all orders andresolutions of the Board of Directors are implemented, and shall do and performsuch other duties as from time to time may be assigned to him or her by theBoard of Directors or these By-Laws and as are incident to the office of thechief executive officer.  He or she shallhave the power to execute bonds, mortgages and other contract agreements andinstruments of the Corporation.  In theabsence or disability of the Chairman of the Board, the President shall presideat all meetings of the Board of Directors and of the stockholders, and shallexercise all of the powers and duties of the Chairman of the Board.

 

**Section 4.5.  Vice Presidents.**  The Vice Presidents, one or more of whom maybe designated Executive or Administrative Vice Presidents, shall perform suchduties in such capacities or as heads of their respective operating divisionsas may be assigned by the Board of Directors, the Chairman of the Board or thePresident and shall report to such person or persons with respect to theperformance of such duties as the Board of Directors, the Chairman of the Boardor the President may from time to time specify. In the absence or incapacity of the Chairman of the Board and thePresident, the duties of the offices of the Chairman of the Board and Presidentshall be performed by the Vice Presidents in the order of priority establishedby the Board, and unless and until the Board of Directors shall otherwisedirect.

 

**Section 4.6.  Secretary to the Board of Directors.**  The Secretary to the Board of Directors shallhave the duty to record the proceedings of the meetings of the stockholders anddirectors in a book to be kept for that purpose, and such other duties as theBoard of Directors may delegate to implement their activities.

 

**Section 4.7.  Corporate Record Keeper.**  The Corporate Record Keeper shall  (a) see that all notices are duly givenin accordance with the provisions by these By-Laws or as required by law;  (b) be custodian of the corporaterecords and of the seal of the Corporation and see that the seal of theCorporation is affixed to all documents, the execution of which on behalf ofthe Corporation under its seal is duly authorized;  (c) keep a register of the post officeaddress of each stockholder which shall be furnished to the Corporate RecordKeeper by such stockholder;  (d) signwith the President or Vice President, certificates for shares of theCorporation, the issuance of which shall have been authorized by resolution ofthe Board of Directors;  (e) havegeneral charge of the stock transfer books of the Corporation; and  (f) in general perform all dutiesincident to the office of Corporate Record Keeper and such other duties as fromtime to time may be assigned to him by the President or the Board of Directors.

 

**Section 4.8.  Treasurer.**  If required by the Board of Directors, theTreasurer shall give a bond for the faithful discharge of his duties in suchsum and with such surety or sureties as the Board of Directors shall determine.  He shall (a) have charge and custody of and be responsible for all funds andsecurities of the Corporation,  (b) receiveand give receipts for moneys due and payable to the Corporation from any sourcewhatsoever, and deposit all such moneys in the name of the Corporation in suchbanks, trust companies or

 

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other depositories as shall be selected by the Boardof Directors, and  (c) in generalperform all of the duties incident to the office of Treasurer and such otherduties as from time to time may be assigned to him by the President or theBoard of Directors.

 

**Section 4.9.  Controller.**  The Board of Directors may elect a Controllerwho shall be responsible for all accounting and auditing functions of theCorporation and who shall perform such other duties as may from time to time berequired of him by the Board of Directors.

 

**Section 4.10.  Assistant Secretaries and AssistantTreasurers.**  TheAssistant Secretary, or any of them if there be more than one, may sign withthe Chairman or Vice-Chairman of the Board of Directors, President or a VicePresident certificates for shares of the Corporation, the issuance of whichshall have been authorized by resolution of the Board of Directors, and mayattest the execution of contracts and other documents on behalf of theCorporation by duly authorized officers of the Corporation by affixing thecorporate seal to such contracts and other documents.  The Assistant Treasurer, or any of them ifthere be more than one, shall, if required by the Board of Directors, give bondfor the faithful discharge of his duties with such sums and with such suretiesas the Board of Directors shall determine. In general, the Assistant Secretaries and Assistant Treasurers shallperform such duties as shall be assigned to them by the Secretary or theTreasurer, respectively, or by the President or the Board of Directors.  The Assistant Secretaries in the order oftheir election, shall, in the absence or disability of the Secretary, performthe duties and exercise the powers of the Secretary.  The Assistant Treasurers, in order of theirelection, shall in the absence or disability of the Treasurer, perform theduties and exercise the powers of the Treasurer.

 

**Section 4.11.  Appointive Officers.**  Subject to the approval of the Chairman ofthe Board, the President may appoint other officers and agents on a divisionbasis or otherwise, as such divisions or other operating units are created bythe Board of Directors, and such other officers and agents shall receive suchcompensation, have such tenure and exercise such authority as the Presidentshall specify.  All appointments made bythe President hereunder and all terms and conditions thereof must be reportedto the Board of Directors.  No appointiveofficer shall have any contractual rights against the corporation for compensationby virtue of such appointment beyond the date of the appointment of hissuccessor, his death, his resignation, or his removal, whichever event shallfirst occur, except as otherwise provided in an employment contract or under anemployee deferred compensation plan.

 

**Section 4.12.  Salaries.**  The salaries of the elected officers shall befixed from time to time by the Board of Directors and no officer shall beprevented from receiving such salary by reason of the fact that he is also adirector of the Corporation.

 

**Section 4.13.  Removal.**  Any officer elected by the Board of Directorsmay be removed by the vote of three-fourths of the entire Board ofDirectors.  No elected officer shall haveany contractual rights against the Corporation for the compensation by virtue

 

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of such election beyond the date of the election ofhis successor, his death, his resignation or his removal, whichever event shallfirst occur, except as otherwise provided in an employment contract or under anemployee deferred compensation plan.

 

**Section 4.14.  Vacancies.**  A newly created office or a vacancy in anyoffice because of death, resignation, or removal may be filled by the Board ofDirectors for the unexpired portion of the term at any meeting of the Board ofDirectors.

 

**ARTICLE V**

 

**STOCKCERTIFICATES AND TRANSFERS**

 

**Section 5.1.  Certificates for Shares.**  Certificates representing shares of theCorporation shall be in such form as shall be determined by the Board ofDirectors.  Such certificates shall besigned by the Chairman or Vice-Chairman of the Board of Directors, or thePresident or a Vice President, and by the Treasurer or an Assistant Treasurer,or the Secretary or an Assistant Secretary and sealed with the corporateseal.  All certificates for shares shallbe consecutively numbered or otherwise identified.  The name and address of the person to whomthe shares are issued and dates of issue, shall be entered on the stocktransfer books of the Corporation.  Allcertificates surrendered to the Corporation for transfer shall be canceled andno new certificate shall be issued until the former certificate for a likenumber of shares shall have been surrendered and canceled, except that in caseof a lost, destroyed or mutilated certificate a new one may be issued thereforupon such terms and indemnity to the Corporation as the Board of Directors mayprescribe.

 

**Section 5.2.  Transfer of Shares.**  Transfer of shares of the Corporation shallbe made only on the stock transfer books of the Corporation by the holder orrecord thereof or by his legal representative, who shall furnish properevidence of authority to transfer, or by his attorney thereunto authorized by apower of attorney duly executed, and on surrender for cancellation of thecertificate for such shares.  The personin whose name shares stand on the books of the Corporation shall be deemed bythe Corporation to be the owner thereof for all purposes.

 

**ARTICLE VI**

 

**MISCELLANEOUSPROVISIONS**

 

**Section 6.1.  Fiscal Year.**  The fiscal year of the Corporation shallbegin on the first day of July and end on the thirtieth day of June ofeach year.

 

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**Section 6.2.  Dividends.**  The Board of Directors may from time to timedeclare, and the Corporation may pay, dividends on its outstanding shares inthe manner and upon the terms and conditions provided by law and itsCertificate of Incorporation.

 

**Section 6.3.  Seal.**  The corporate seal may bear the emblem ofsome object, and shall have inscribed thereunder the words “Corporation Seal”and around the margin thereof the words “QUIXOTE CORPORATION, Delaware”.

 

**Section 6.4.  Waiver of Notice.**  Whenever any notice is required to be givento any stockholders or any director of the Corporation under the provisions ofthe General Corporation Law of the State of Delaware, a waiver thereof inwriting, signed by the person or persons entitled to such notice, whetherbefore or after the time stated therein, shall be deemed equivalent to thegiving of such notice.  Neither thebusiness to be transacted at, nor the purpose of, any annual or special meetingof the stockholders or the Board of Directors need be specified in any waiverof notice of such meeting.

 

**Section 6.5.  Audits.**  In the discretion of the Board of Directorsthe accounts, books and records of the Corporation may be audited upon theconclusion of each fiscal year by an independent certified public accountantselected by the Board of Directors.

 

**Section 6.6.  Resignations.**  Any director or any officer, whether electedor appointed, may resign at any time by serving written notice of suchresignation on the President or the Secretary, and such resignation shall bedeemed to be effective as of the close of business on the date said notice isreceived by the President or Secretary. No formal action shall be required ofthe Board of Directors or the stockholders to make any such resignationeffective.

 

**Section 6.7.  Public Contracts.**  The following officers of the Corporation, orany of them, or any other person from time to time designated in writing by anyone of said officers, are authorized to offer, make, sign, execute, submit,deliver and perform for and on behalf of the Corporation, or any operatingdivisions thereof, any bid or proposal or agreement or contract of thisCorporation in connection with the offer for sale or sale of products orproperty to the United States, any state, any municipality, or any politicalsubdivision, department, division, authority, commission or agency of anythereof, and to include in such bid, proposal, agreement or contract, or in anyor all of them, any certificate as to non-collusion required by applicable law,as the act and deed of the Corporation, and for any inaccuracies ormisstatements in such certificate the Corporation shall be liable under thepenalties of perjury:

 

The Chairman ofthe Board, the President, any Vice President, the Secretary, the Treasurer, anyAssistant Secretary, any Assistant Treasurer, or any appointed divisionalPresident or Vice President.

 

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**ARTICLE VII**

 

**AMENDMENTS**

 

**Section 7.1.  Amendments.**  The Board of Directors may make, alter, amendor repeal any of the By-Laws by the affirmative vote of at last a majority ofthe members of the entire Board of Directors as fixed by Section 3.2 of Article IIIof these By-Laws.

 

**ARTICLE VIII**

 

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

 

**Section 8.1.  Indemnification of Directors and Officers.**  Except as prohibited by law, each person whowas or is a party or threatened to be made a party to any threatened, pendingor completed action, suit or proceeding, whether civil, criminal,administrative or investigative including an internal corporation investigationor appeal (“Proceeding”), by reason of the fact that he is or was a director orofficer of the Corporation or is or was serving at the request of theCorporation as a director, officer, fiduciary or trustee of anothercorporation, partnership, joint venture, trust, employee benefit plan, or anyother enterprise, shall be indemnified against expenses, attorneys’ fees anddisbursements, judgments, fines, excise taxes, other penalties, and amountspaid in settlement actually and reasonably incurred by him in connection withsuch Proceeding to the full extent permitted by law.  Such indemnification shall extend to thepayment of judgments against the directors and officers and to reimbursement ofamounts paid in settlement of such claims or actions, and may apply tojudgments in favor of the Corporation or amounts paid in settlement to theCorporation.

 

The foregoing right of indemnification shall inure toeach such director and officer, whether or not he is a director or officer atthe time such cost or expenses are imposed or incurred, and whether or not theclaim asserted against him is based on acts or omissions which occurred priorto or after the adoption of this By-law if the Proceeding is commenced afterthe adoption hereof, and in the event of his death, shall extend to his heirs,executors, and administrators.  If thedirector or officer is determined to be not entitled to full indemnification,he shall have the right to partial indemnification to the full extend permittedby law.  The right of indemnificationprovided in this Article shall not be exclusive of any other rights towhich such director or officer may be entitled. The foregoing provisions of this Section 8.1 shall be deemed to bea contract between the Corporation and each director and officer who serves insuch capacity at any time while this Article VIII and the relevantprovisions of the General Corporation Law and other applicable law, if any, arein effect, and any repeal or modification thereof shall not affect any rightsor obligations then existing, with respect to any state of facts then ortheretofore existing, or any Proceeding theretofore, or thereafter brought orthreatened based in whole or in part upon any such state of facts.

 

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**Section 8.2.  Indemnification of Other Persons.**  Except as prohibited by law, each person whowas or is a party or threatened to be made a party to any Proceeding by reasonof the fact that he is or was an employee or agent of the Corporation or is orwas serving at the request of the Corporation as an employee or agent ofanother corporation, partnership, joint venture, trust, employee benefit plan,or other enterprise, may be entitled to indemnification against expenses,attorneys’ fees and disbursements, judgments, fines and amounts paid insettlement actually and reasonably incurred by him in connection with theexpense or settlement of such Proceeding to the fullest extent permitted bylaw; provided that such employee or agent acted in good faith and in a mannerhe reasonably believed to be in or not opposed to the interests of theCorporation or such other entity and, with respect to any criminal action orproceeding, had no reasonable cause to believe his conduct was unlawful.

 

**Section 8.3.  Advancement of Expenses.**  Expenses incurred with respect to anyProceeding shall be paid by the Corporation to any person entitled toindemnification pursuant to Sections 8.1 or 8.2 in advance of the finaldisposition of such Proceeding, upon receipt of an undertaking by or on behalfof the recipient to repay such amount if it is ultimately determined that he isnot entitled to be indemnified by the Corporation.

 

**Section 8.4.  Insurance and Funding.**  The Corporation may purchase and maintaininsurance on behalf of any person who is or was a director, officer, trustee,employee, or agent of the Corporation, or is or was serving at the request ofthe Corporation as a director, officer, trustee, employee, or agent of anothercorporation, partnership, joint venture, trust, employee benefit plan or otherenterprise against any liability asserted against him and incurred by him inany such capacity, or arising out of his status as such, whether or not theCorporation would have the power to indemnify him against such liability.

 

The Corporation maycreate a trust fund, grant a security interest or use other means (including,without limitation, a letter of credit) to assure the payment of such sums asmay become necessary to effect the indemnification provided herein.

 

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