Effective
as of 1/5/05
 
 DCAP
GROUP, INC.
 
 BY-LAWS
 
 ARTICLE
I
 
 OFFICES
 
 Section
1 . The
principal office of the corporation in the State of Delaware shall be in the
City of Wilmington, County of New Castle.
 
 Section
2 . The
corporation may also have offices at such other places both within and without
the State of Delaware as the board of directors may from time to time determine
or the business of the corporation may require.
 
 ARTICLE
II
 
 MEETINGS
OF STOCKHOLDERS
 
 Section
1 . All
meetings of the stockholders shall be held at such time and place as may be
fixed from time to time by the board of directors of the corporation.
 
 Section
2 . Annual
meetings of stockholders shall be held for the election of directors of the
corporation. At such annual meeting, the stockholders shall elect a board of
directors by a plurality vote (as provided in Section 10 of this Article II),
and shall transact such other business as may properly be brought before the
meeting. To be properly brought before an annual meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given by, at the
direction of or upon authority granted by the board of directors, (b) otherwise
brought before the meeting by, at the direction of or upon authority granted by
the board of directors, or (c) subject to Section 12 hereof, otherwise properly
brought before the meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the secretary of the corporation. To be
timely, a stockholder’s notice must be received at the principal executive
offices of the corporation not less than 60 days nor more than 90 days prior to
the date which is one year from the date of the mailing of the corporation’s
Proxy Statement for the prior year’s annual meeting of stockholders. If during
the prior year the corporation did not hold an annual meeting, or if the date of
the meeting for which a stockholder intends to submit a proposal has changed
more than 30 days from the date of the meeting in the prior year, then such
notice must be received a reasonable time before the corporation mails the Proxy
Statement for the current year.
 
 A
stockholder’s notice to the secretary must set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting, and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the corporation’s books, of the







stockholder
proposing such business, (c) the class and number of shares of the corporation
which are beneficially owned by the stockholder, and (d) any material interest
of the stockholder in such business. Notwithstanding anything in the By-Laws to
the contrary, but subject to Section 12 hereof, no business shall be conducted
at an annual meeting except in accordance with the procedures set forth in this
Section 2. The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 2, and, if
he should so determine, he shall so declare to the meeting, and any such
business not properly brought before the meeting shall not be
transacted.


Section
3 . Written
notice of the annual meeting shall be given to each stockholder entitled to vote
thereat not less than ten nor more than sixty days before the date of the
meeting.
 
 Section
4 . The
officer who has charge of the stock ledger of the corporation shall prepare and
make, at least ten days before every election of directors, a complete list of
the stockholders entitled to vote at said election, arranged in alphabetical
order, showing the address and number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder who may be
present.
 
 Section
5 . Special
meetings of the stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the certificate of incorporation, shall be called by
the secretary of the corporation at the request in writing of a majority of the
entire board of directors. Such request shall state the purpose or purposes of
the proposed meeting.
 
 Section
6 . Written
notice of a special meeting of stockholders, stating the time, place and
purposes thereof, shall be given to each stockholder entitled to vote thereat,
not less ten nor more than sixty days before the date fixed for the
meeting.
 
 Section
7. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
 
 Section
8 . The
holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business except as
otherwise provided by statute or by the certificate of incorporation. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. In addition, whether or not a quorum is then present,
the Chairman of the Board of the corporation shall have the power and authority
to adjourn any meeting of stockholders at any time prior to or during such
meeting for any reason without notice other than announcement at the meeting. At
 
  2
 
 
 
 any such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
 
 Section
9 . When a
quorum is present at any meeting, the vote of the holders of a majority of the
stock having voting power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question is one upon which,
by express provision of a statute, the by-laws or the certificate of
incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.
 
 Section
10 . Except
as provided in the certificate of incorporation, each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of the capital stock having voting power held by such stockholder,
but no proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period. At all elections of directors of the corporation,
each stockholder having voting power shall be entitled to exercise the right of
cumulative voting as provided in the certificate of incorporation.
 
 Section
11 .
Whenever the vote of stockholders at a meeting thereof is required or permitted
to be taken in connection with any corporate action by any provisions of the
statutes or of the certificate of incorporation, the meeting and vote of
stockholders may be dispensed with, if all the stockholders who would have been
entitled to vote upon the action if such meeting were held shall consent in
writing to such corporate action being taken unless such action has been
authorized by the board of directors, in which event such action may be taken by
the written consent of the holders of not less than a majority of the shares of
capital stock entitled to vote upon such action.
 
 Section
12 . Only
persons who are nominated in accordance with the procedures set forth in this
Section 12 shall be qualified for election as directors. Nominations of persons
for election to the board of directors of the corporation may be made at a
meeting of stockholders by or at the direction of the board of directors or by
any stockholder of the corporation entitled to vote for the election of
directors at the meeting who complies with the procedures set forth in this
Section 12. In order for persons nominated to the board of directors, other than
those persons nominated by or at the direction of the board of directors, to be
qualified to serve on the board of directors, such nomination shall be made
pursuant to timely notice in writing to the secretary of the corporation. To be
timely, a stockholder’s notice must be received at the principal executive
offices of the corporation not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that, in the event that less than 70 days’
notice of the date of the meeting is given to stockholders and public disclosure
of the meeting date, pursuant to a press release, is either not made or is made
less than 70 days prior to the meeting date, then notice by the stockholder to
be timely must be so received not later than the close of business on the tenth
day following the earlier of (a) the day on which such notice of the date of the
meeting was mailed to stockholders or (b) the day on which such public
disclosure was made.
 
 A stockholder’s notice to the secretary must set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or
 
   3
 
 
 
 
 employment
of such person, (iii) the class and number of shares of the corporation which
are beneficially owned by such person and (iv) any other information relating to
such person that is required to be disclosed in solicitation of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended
from time to time (including, without limitation, such documentation as is
required by Regulation 14A to confirm that such person is a bona fide nominee);
and (b) as to the stockholder giving the notice (i) the name and address, as
they appear on the corporation’s books, of such stockholder and (ii) the class
and number of shares of the corporation which are beneficially owned by such
stockholder. At the request of the board of directors, any person nominated by
the board of directors for election as a director shall furnish to the secretary
of the corporation that information required to be set forth in a stockholder’s
notice of nomination which pertains to the nominee. No person shall be qualified
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in this Section 12. The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with procedures prescribed by the By-Laws,
and, if he should so determine, he shall so declare to the meeting, and the
defective nomination shall be disregarded.
 
 ARTICLE
III
 
 DIRECTORS
 
 Section
1 . The
number of directors which shall constitute the whole board shall be fixed from
time to time by the board of directors of the corporation. The directors shall
be elected at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be
stockholders.
  In the
event that, during any period beginning with the adjournment of a particular
annual meeting of the stockholders of the corporation and ending with the
commencement of the following annual meeting of the stockholders of the
corporation, a director shall be absent from (due to his failure to be present
in person or by conference telephone) seven (7) meetings of the board of
directors of the corporation, then, effective with the missed seventh (7th)
meeting, he shall thereupon be deemed to have resigned as a director unless the
board of directors shall determine, in its sole discretion, that one or more of
the absences was excusable. With regard to any such meeting of the board of
directors held for the purpose of determining whether one or more absences was
excusable (among possible other purposes),  unless
the chairman of the board or the president determines otherwise, the subject
individual shall not be entitled to notice thereof and shall not be entitled to
attend. In the event that the board of directors determines that an absence from
a particular meeting or meetings was excusable, then, for purposes hereof only,
the director shall be deemed to have attended the particular meeting(s). The
provisions of this paragraph shall apply to meetings missed after November 24,
2004.
  
 4
  
 Section
2 .
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, though less than a quorum, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and shall qualify, unless sooner displaced.
 
 Section
3 . The
business of the corporation shall be managed by its board of directors which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the certificate of incorporation or by these
by-laws directed or required to be exercised or done by the
stockholders.
 
 MEETINGS
OF THE BOARD OF DIRECTORS
 
 Section
4 . The
board of directors of the corporation may hold meetings, both regular and
special, either within or without the State of Delaware.
 
 Section
5 . The
first meeting of each newly elected board of directors shall be held immediately
following the close of the annual meeting of stockholders at the place of the
holding of said annual meeting. No notice of any such meeting shall be necessary
to the newly elected directors in order legally to constitute the meeting,
provided a quorum shall be present. In the event such meeting is not held at
such time and place, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.
 
 Section
6 . Regular
meetings of the board of directors may be held without notice at such time and
at such place as shall from time to time be determined by the
board.
 
 Section
7 . Special
meetings of the board of directors may be called by the chairman of the board or
the president on one (1) day’s notice to each director, either personally, by
overnight mail, by telegram, by e-mail, by telecopier or by telephone. For
purposes hereof, one (1) day’s notice shall be satisfied by the delivery of such
notice as shall result in the director receiving notice by 5:00 p.m., New York
City time, on the day immediately preceding the date of the meeting (provided
that the time of the meeting is no earlier than 8:00 a.m., New York City
time).
 
 Section
8 . At all
meetings of the board, a majority of the directors shall constitute a quorum for
the transaction of business and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the board of
directors; provided, however, that, in the event the number of directors in
office is less than four, any action to be taken by the Board of Directors shall
require the affirmative vote of all of the directors then in office, except as
may be otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
 
 Section
9 . Unless
otherwise restricted by the certificate of incorporation or these by-laws, any
action required or permitted to be taken at any meeting of the board of
directors may
 
 5
 
 
 
 be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the board and such written consent is filed with the minutes
of proceedings of the board.
 
 COMMITTEES
OF DIRECTORS
 
 Section
10 . The
board of directors, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
which committees shall serve at the pleasure of the board of directors. The
board of directors may designate one or more directors as alternate members of
any such committee, who may replace any absent member or members of such
committee. The board of directors, by resolution adopted by a majority of the
entire board, may remove a member of any such committee with or without cause.
To the extent provided in said resolution and to the extent permitted by the
laws of the State of Delaware, each such committee shall have and may exercise
the powers of the board of directors.
 
 Section
11 . Each
committee shall keep regular minutes of its meetings and report the same to the
board of directors when required.
 
 Section
12 . Each
committee may hold meetings, both regular and special, either within or without
the State of Delaware.
 
 Section
13 . Regular
meetings of each committee may be held without notice at such time and at such
place as shall from time to time be determined by such committee.
 
 Section
14 . Special
meetings of a committee may be called by the chairman of the committee on one
(1) day’s notice to each committee member, either personally, by overnight mail,
by telegram, by e-mail, by telecopier or by telephone. For purposes hereof, one
(1) day’s notice shall be satisfied by the delivery of such notice as shall
result in the committee member receiving notice by 5:00 p.m., New York City
time, on the day immediately preceding the date of the meeting (provided that
the time of the meeting is no earlier than 8:00 a.m., New York City
time).
 
 Section
15 . At all
meetings of a committee, a majority of the committee members shall constitute a
quorum for the transaction of business and the act of a majority of the
committee members present at any meeting at which there is a quorum shall be the
act of the committee. If a quorum shall not be present at any meeting of a
committee, the committee members present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
 
 Section
16 . Unless
otherwise restricted by the certificate of incorporation or these by-laws, any
action required or permitted to be taken at any meeting of a committee may be
taken without a meeting, if prior to such action a written consent thereto is
signed by all members of such committee, and such written consent is filed with
the minutes of proceedings of the committee.
 
 6
 COMPENSATION
OF DIRECTORS
 
 Section
17 . The
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors and such salary or other compensation as
directors, as the board by resolution may determine. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
 
 ARTICLE
IV
 
 NOTICES
 
 Section
1 . Notices
to directors and stockholders shall be sent as permitted by applicable law and
these by-laws.
 
 Section
2 .
Whenever any notice is required to be given under the provisions of the statutes
or of the certificate of incorporation or of these by-laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated herein, shall be deemed equivalent
thereto.
 
 ARTICLE
V
 
 OFFICERS
 
 Section
1 . The
officers of the corporation shall be chosen by the board of directors and shall
be a chairman of the board, a president, a secretary and a treasurer. The board
of directors may also choose one or more vice-presidents, assistant secretaries
and assistant treasurers. Two or more offices may be held by the same
person.
 
 Section
2 . The
board of directors, at its first meeting after each annual meeting of
stockholders, shall choose a chairman of the board, a president, a secretary and
a treasurer, none of whom need be a member of the board.
 
 Section
3 . The
board of directors may appoint such other officers and agents as it shall deem
necessary who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
board.
 
 Section
4 . The
salaries of all officers of the corporation shall be fixed by the board of
directors.
 
  7
  Section
5 . The
officers of the corporation shall hold office until their successors are chosen
and qualify. Any officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the entire board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.
 
 CHAIRMAN
OF THE BOARD
 
 Section
6 . The
chairman of the board of directors shall have general supervision and control
over the finances of the corporation, subject to the control of the board of
directors; shall preside at all meetings of the board of directors and
stockholders; shall be ex-officio a member of all standing committees; and shall
perform such other duties as from time to time may be assigned to him by the
board of directors.
 
 PRESIDENT
 
 Section
7 .
The  president
shall have general supervision and control over the day-to-day business and
management of the corporation, subject to the control of the board of directors,
and shall see that all orders and resolutions of the board are carried into
effect.
 
 VICE-PRESIDENTS
 
 Section
8 . The
vice-president, or if there shall be more than one, the vice-presidents in the
order determined by the board of directors, shall, in the absence or disability
of the president, perform the duties and exercise the powers of the president
and shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
 
 SECRETARY
AND ASSISTANT SECRETARIES
 
 Section
9 . The
secretary shall attend all meetings of the board of directors and all meetings
of the stockholders and record all the proceedings of the meetings of the
corporation and of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. He
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the board of directors, and shall perform such other duties
as may be prescribed by the board of directors, under whose supervision he shall
be. He shall keep in safe custody the seal of the corporation and, when
authorized by the board of directors, affix the same to any instrument requiring
it and, when so affixed, it shall be attested by his signature or by the
signature of an assistant secretary.
 
 Section
10 . The
assistant secretary, or if there be more than one, the assistant secretaries in
the order determined by the board of directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
 
  8
  TREASURER
AND ASSISTANT TREASURERS
 
 Section
11 . The
treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books and
belongings to the corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated by the board of directors.
 
 Section
12 . He
shall disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to
the president and the board of directors, at its regular meetings, or when the
board of directors so requires, an account of all his transactions as treasurer
and of the financial condition of the corporation.
 
 Section
13 . If
required by the board of directors, he shall give the corporation a bond (which
shall be renewed every six years) in such sum and with such surety or sureties
as shall be satisfactory to the board of directors for the faithful performance
of the duties of his office and for the restoration to the corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the corporation.
 
 Section
14 . The
assistant treasurer, or if there shall be more than one, the assistant
treasurers in the order determined by the board of directors, shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and have such other
powers as the board of directors may form time to time prescribe.
 
 ARTICLE
VI
 
 CERTIFICATE
OF STOCK
 
 Section
1 . Every
holder of stock in the corporation shall be entitled to have a certificate,
signed by, or in the name of the corporation by, the chairman of the board, the
president or a vice-president and by the treasurer or an assistant treasurer, or
the secretary or an assistant secretary of the corporation, certifying the
number of shares owned by him in the corporation.
 
 Section
2 . Where a
certificate is signed (a) by a transfer agent or an assistant transfer agent or
(b) by a transfer clerk acting on behalf of the corporation and a registrar, the
signature of any such chairman of the board, president, vice-president,
treasurer, assistant treasurer, secretary or assistant secretary may be
facsimile. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any such certificate or certificates
shall cease to be such officer or officers of the corporation, whether because
of death, resignation or otherwise, before such certificate or certificates have
been delivered by the corporation, such certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or
 
 9
 
 
 
 officers
of the corporation.
 
 LOST
CERTIFICATES
 
 Section
3 . The
board of directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed.
When authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost or
destroyed.
 
 TRANSFERS
OF STOCK
 
 Section
4 . Upon
surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
 
 CLOSING
OF TRANSFER BOOKS
 
 Section
5 . The
board of directors may close the stock transfer books of the corporation for a
period not exceeding fifty days preceding the date of any meeting of
stockholders or the date for payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not exceeding fifty days
in connection with obtaining the consent of stockholders for any purpose. In
lieu of closing the stock transfer books as aforesaid, the board of directors
may fix in advance a date, which date shall not be more than sixty nor less than
ten days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.
 
  10
  REGISTERED
STOCKHOLDERS
 
 Section
6 . The
corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to vote
as such owner, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.
 
 ARTICLE
VII
 
 GENERAL
PROVISIONS
 
 DIVIDENDS
 
 Section
1 .
Dividends upon the capital stock of the corporation, subject to the provisions
of the certificate of incorporation, if any, may be declared by the board of
directors at any regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the certificate of incorporation.
 
 Section
2 . Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the directors
shall think conducive to the interest of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was
created.
 
 ANNUAL
STATEMENT
 
 Section
3 . The
board of directors shall present at each annual meeting, and at any special
meeting of the stockholders when called for by vote of the stockholders, a full
and clear statement of the business and condition of the
corporation.
 
 CHECKS
 
 Section
4 . All
checks or demand for money and notes of the corporation shall be signed by such
officer or officers or such other person or persons as the board of directors
may from time to time designate.
 
 FISCAL
YEAR
 
 Section
5 . The
fiscal year of the corporation shall be fixed by resolution of the board of
directors.
 
 SEAL
 
 11
 Section
6 . The
corporate seal shall have inscribed thereon the name of the corporation, the
year of its organization and the words “Corporate Seal, Delaware”. The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
 
 INDEMNIFICATION
 
 Section
7 . The
corporation shall to the full extent permitted by Section 145 of the Delaware
General Corporation Law, as amended from time to time, indemnify all persons
whom it may indemnify pursuant thereto. The indemnifications authorized hereby
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under or through any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in the
official capacity of those seeking indemnification and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such persons. The
corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such liability
under the provisions of Section 145.
 
 ARTICLE
VIII
 
 AMENDMENTS
 
 Section
1 . These
by-laws may be altered or repealed (a) at any regular meeting of the
stockholders or of the board of directors, (b) at any special meeting of the
stockholders or of the board of directors if notice of such alteration or repeal
be contained in the notice of such special meeting or (c) by unanimous written
consent of the stockholders or board of directors.
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