Exhibit 3.2
**AMENDED AND RESTATED BY-LAWS**
**OF**
**TELLABS, INC.**
**(As Amended and Restated December 1, 2004)**
**ARTICLE I**
**OFFICES OF REGISTERED AGENT**
     Section 1.1Registered Office and Agent. The Corporation shall have and maintain aregistered office in Delaware and a registered agent having a business office identical with suchregistered office.
     Section 1.2Other Offices. The Corporation may also have such other office or officesin Delaware or elsewhere as the Board of Directors may determine or as the business of theCorporation may require.
**ARTICLE II**
**STOCKHOLDERS**
     Section 2.1Annual Meeting. An annual meeting of the stockholders shall be held onthe third Wednesday in April in each year beginning with the year 1993, at the hour of10:30 A.M., or in the event the annual meeting is not held on such date and at such time, then onthe date and at the time designated by the Board of Directors, for the purpose of electingdirectors and for the transaction of such other business as may come before the meeting. If theday fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the nextsucceeding business day. If the directors shall not be elected at the annual meeting, or at anyadjournment thereof, the Board of Directors shall cause the election to be held as soon thereafteras may be convenient.
     Section 2.2Special Meetings. Special meetings of the stockholders may be called atany time by the Chairman of the Board of Directors or the President or by resolution of theBoard of Directors and shall be called by the Chairman of the Board of Directors or President atthe request in writing of a majority of the Board of Directors. Such request shall state thepurpose or purposes of the proposed meeting.
     Section 2.3Place of Meeting. Meetings of stockholders, whether annual or special,shall be held at such time and place as may be determined by the Board of Directors anddesignated in the call and notice or waiver of notice of such meeting; provided, that a waiver ofnotice signed by all stockholders may designate any time or place as the time and place for the
 

 

holding of such meeting. If no designation is made, the place of meeting shall be at theCorporation’s principal place of business.
     Section 2.4Notice of Meeting. Written notice stating the place, date and hour of themeeting and, in case of a special meeting, the purpose or purposes for which the meeting iscalled, shall be given not less than ten nor more than sixty days before the date of the meeting,or, in the case of a merger, consolidation or sale, lease or exchange of all or substantially allof the Corporation’s property and assets, at least twenty days before the date of the meeting, eitherpersonally or by mail, by or at the direction of the President or the Secretary to each stockholderof record entitled to vote at such meeting. If mailed, notice is given when deposited in theUnited States mail, postage prepaid, directed to the stockholder at his address as it appears onthe records of the Corporation.
     Section 2.5Fixing Record Date for Determination of Stockholders. For the purposeof determining stockholders entitled to notice of or to vote at any meeting of stockholders, orstockholders entitled to receive payment of any dividend, or in order to make a determination ofstockholders for any other proper purpose, the Board of Directors may fix in advance a date asthe record date for any such determination of stockholders, such date to be not more than sixtydays prior to the date of a meeting of stockholders, the date of payment of a dividend or the dateon which other action requiring determination of stockholders is to be taken, as the case may be.In addition, the record date for a meeting of stockholders shall not be less than ten days, or inthe case of a merger, consolidation or sale, lease or exchange of all or substantially all of theCorporation’s property and assets, not less than twenty days immediately preceding suchmeeting. When a determination of stockholders entitled to vote at any meeting of stockholdershas been made as provided in this Section, such determination shall apply to any adjournmentthereof; provided, however, that the Board of Directors may fix a new record date for theadjourned meeting.
     Section 2.6List of Stockholders Entitled to Vote. The officer who has charge of thestock ledger of the Corporation shall prepare and make, at least ten days before every meeting ofstockholders, a complete list of the stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination of anystockholder, for any purpose germane to the meeting, for a period of at least ten days prior to themeeting, either at a place within the city where the meeting is to be held, which place shall bespecified in the notice of the meeting, or, if not so specified, at the place where the meeting isto be held. The list shall also be produced and kept at the time and place of the meeting during thewhole time thereof, and may be inspected by any stockholder who is present. The stock ledgershall be the only evidence as to who are the stockholders entitled to examine the stock ledger, thelist of the stockholders, the corporate books, or to vote at any meeting of the stockholders.
     Section 2.7Quorum and Manner of Acting. Unless otherwise provided by theCertificate of Incorporation, as may be amended or restated from time to time (hereinafter the
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“Certificate of Incorporation”), or these By-laws, a majority of the outstanding shares of theCorporation entitled to vote on a matter present in person or represented by proxy shallconstitute a quorum for consideration of such matter at any meeting of stockholders; provided,that if less than a majority of the outstanding shares entitled to vote on a matter are present inperson or represented by proxy at said meeting, a majority of the shares so present in person orrepresented by proxy may adjourn the meeting from time to time without further notice otherthan announcement at the meeting at which the adjournment is taken of the time and place of theadjourned meeting. At the adjourned meeting the Corporation may transact any business whichmight have been transacted at the original meeting. If the adjournment is for more than thirtydays, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice ofthe adjourned meeting shall be given to each stockholder of record entitled to vote at themeeting. If a quorum is present, the affirmative vote of the majority of the shares present inperson or represented by proxy at the meeting and entitled to vote shall be the act of thestockholders, unless the vote of a greater number or voting by classes is required by the GeneralCorporation Law of the State of Delaware, the Certificate of Incorporation, as may be amendedor restated from time to time, or these By-laws.
     Section 2.8Voting Shares and Proxies. Each stockholder shall be entitled to one votefor each share of capital stock held by such stockholder, except as otherwise provided in theCertificate of Incorporation. Each stockholder entitled to vote shall be entitled to vote inperson,or may authorize another person or persons to act for him by proxy executed in writing by suchstockholder or by his duly authorized attorney-in-fact, but no such proxy shall be voted or actedupon after three years from its date, unless the proxy provides for a longer period.
     Section 2.9Inspectors. At any meeting of stockholders, the chairman of the meetingmay, or upon the request of any stockholder shall, appoint one or more persons as inspectors forsuch meeting. Such inspectors shall ascertain and report the number of shares represented at themeeting, based upon the list of stockholders produced at the meeting in accordance withSection 2.6 hereof and upon their determination of the validity and effect of proxies, and theyshall count all votes, report the results and do such other acts as are proper to conduct theelection and voting with impartiality and fairness to all the stockholders. Each such report shallbe in writing and signed by at least a majority of the inspectors, the report of a majority beingthereport of the inspectors, and such reports shall be prima facie evidence of the number of sharesrepresented at the meeting and the result of a vote of the stockholders.
     Section 2.10Voting of Shares by Certain Holders. Shares of its own stock belonging tothe Corporation, unless held by it in a fiduciary capacity, shall not be voted, directly orindirectly, at any meeting, and shall not be counted in determining the total number ofoutstanding shares at any given time. Shares standing in the name of another corporation,domestic or foreign, may be voted by such officer, agent or proxy as the by-laws of suchcorporation may prescribe, or, in the absence of such provision, as the board of directors of suchcorporation may determine. Persons holding stock in a fiduciary capacity shall be entitled tovote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the
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transfer by the pledgor on the books of the Corporation he or she expressly empowered thepledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stockand vote thereon.
**ARTICLE III**
**DIRECTORS**
     Section 3.1General Powers. The business and affairs of the Corporation shall bemanaged by or under the direction of its Board of Directors, except as may be otherwiseprovided by statute or the Certificate of Incorporation, as may be amended or restated from timeto time.
     Section 3.2Number, Tenure and Qualifications. The number of directors shall be ten,which number of directors may be changed from time to time by amendment of this Section,except as otherwise provided for in the Certificate of Incorporation. The directors shall bedivided into three classes as provided in Article SIXTH of the Certificate of Incorporation, andshall be elected as therein specified. Class I directors shall hold office initially for a termexpiring at the 1993 annual meeting of stockholders. Class II directors shall hold officeinitiallyfor a term expiring at the 1994 annual meeting of stockholders. Class III directors shall holdoffice initially for a term expiring at the 1995 annual meeting of stockholders. At each annualmeeting of stockholders, the successors to the class of directors whose term expires at thatmeeting shall be elected to hold office for a term expiring at the annual meeting of stockholdersheld in the third year following the year of their election and until their successors have beenduly elected and qualified, unless sooner removed as provided inArticle SIXTH of theCertificate of Incorporation. Directors need not be stockholders or residents of Delaware.
     Section 3.3Regular Meetings. A regular meeting of the Board of Directors shall beheld, without other notice than this Section, immediately after and at the same place as theannual meeting of stockholders. The Board of Directors may provide, by resolution, the timeand place, either within or without Delaware, for the holding of additional regular meetingswithout other notice than such resolution.
     Section 3.4Special Meetings. Special meetings of the Board of Directors may becalled at any time by the Chairman of the Board of Directors, President or upon the writtenrequest of at least two directors. The person or persons who call a special meeting of the Boardof Directors may designate any place, either within or without Delaware, as the place for holdingsuch special meeting. In the absence of such a designation the place of meeting shall be theCorporation’s principal place of business.
     Section 3.5Notice of Special Meetings. Notice stating the place, date and hour of aspecial meeting shall be mailed not less than five days before the date of the meeting, or shall besent by telegram or be delivered personally or by telephone not less than two days before the
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date of the meeting, to each director, by or at the direction of the person or persons calling themeeting. Attendance of a director at any meeting shall constitute a waiver of notice of suchmeeting except where a director attends a meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because the meeting is not lawfullycalled or convened. Neither the business to be transacted at nor the purpose of any meeting ofthe Board of Directors need be specified in the notice or waiver of notice of such meeting,
     Section 3.6Quorum, Organization of Meeting and Manner of Acting . A majority ofthe number of directors as fixed in Section 3.2 hereof shall constitute a quorum for thetransaction of business at any meeting of the Board of Directors; provided, that if less than amajority of such number of directors are present at said meeting, a majority of the directorspresent may adjourn the meeting from time to time without further notice. The act of themajority of the directors present at a meeting at which a quorum is present shall be the act of theBoard of Directors, unless otherwise provided in the General Corporation Law of the State ofDelaware, the Certificate of Incorporation or these By-laws.
     **(**a) The Board of Directors shall elect one of its members to be the Chairman of theBoard of Directors. The Chairman of the Board of Directors shall lead the Board of Directors infulfilling its responsibilities as set forth in these By-laws, including its responsibility tooverseethe performance of the Company, and shall determine the agenda and perform all other dutiesand exercise all other powers which are or from time to time may be delegated to him or her bythe Board of Directors.
     (b) Meetings of the Board of Directors shall be presided over by the Chairman of theBoard of Directors, or in his absence, by the President, or in the absence of the Chairman of theBoard of Directors and President by such other person or persons as the Board of Directors maydesignate or the members present may select.
     Section 3.7Informal Action by Directors. Any action which is required by law or bythese By-laws to be taken at a meeting of the Board of Directors, or any other action which maybe taken at a meeting of the Board of Directors or any committee thereof, may be taken without ameeting if a consent in writing, setting forth the action to be taken, shall be signed by all ofthedirectors entitled to vote with respect to the subject matter thereof, or by all the members ofsuchcommittee, as the case may be. Such consent shall have the same force and effect as aunanimous vote of all of the directors or all of the members of such committee, as the case maybe, at a duly called meeting thereof, and shall be filed with the minutes of proceedings of theBoard or committee.
     Section 3.8Telephonic Meetings. Unless otherwise restricted by the Certificate ofIncorporation or these By-laws, members of the Board of Directors or of any committeedesignated by such Board, may participate in a meeting of such Board or committee by means ofconference telephone or similar communications equipment by means of which all persons
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participating in the meeting can hear each other, and participation in a meeting pursuant to thisSection shall constitute presence at such meeting.
     Section 3.9Resignations. Any director may resign at any time by giving writtennotice to the Board of Directors**,**the Chairman of the Board of Directors, the President, or theSecretary. Such resignation shall take effect at the time specified therein; and, unless tenderedtotake effect upon acceptance thereof, the acceptance of such resignation shall not be necessary tomake it effective.
     Section 3.10Vacancies.
          (a) Vacancies and newly created directorships resulting from any increase inthe authorized number of directors elected by all of the stockholders having the right to vote as asingle class shall be filled as provided by the Certificate of Incorporation.
          (b) Whenever the holders of any class or classes of stock or series thereof areentitled to elect one or more directors by the provisions of the Certificate of Incorporation,vacancies and newly created directorships of such class or classes or series may be filled by amajority of the directors elected by such class or classes or series thereof then in office, or bya sole remaining director so elected, and the directors so chosen shall hold office until the nextelection of the class for which such directors shall have been chosen, and until their successorsshall be elected and qualified or until their earlier resignation or removal.
     Section 3.11Removal. Any director or the entire Board of Directors may be removed,but only for cause, and only by the affirmative vote of (i) the holders of at least 75% of thevoting power of the shares then entitled to vote at an election of directors, voting together as asingle class, or (ii) a majority of the Board of Directors.
     Whenever the holders of any class or series of capital stock are entitled to elect one ormore directors by the provisions of the Certificate of Incorporation**,**the provisions of thisSectionshall apply, in respect to the removal for cause of a director or directors so elected, to the voteofthe holders of the outstanding shares of that class or series and not to the vote of theoutstandingshares as a whole.
     Section 3.12Compensation. The Board of Directors, by the affirmative vote of amajority of the directors then in office and irrespective of any personal interest of any of itsmembers, shall have the authority to establish reasonable compensation of directors for servicesto the Corporation as directors, officers or otherwise. By resolution of the Board of Directors**,**the directors may be paid their expenses, if any, of attendance at each meeting of the Board ofDirectors or a committee thereof.
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     Section 3.13Presumption of Assent. A director who is present at a meeting of theBoard of Directors at which action on any corporate matter is taken shall be conclusivelypresumed to have assented to the action taken unless his dissent shall be entered in the minutesof the meeting or unless he shall file his written dissent to such action with the person acting asthe secretary of the meeting before the adjournment thereof or shall forward such dissent byregistered mail to the Secretary immediately after the adjournment of the meeting. Such right todissent shall not apply to a director who voted in favor of such action.
     Section 3.14Interested Directors.
          (a) No contract or transaction between the Corporation and one or more of itsdirectors or officers, or between the Corporation and any other corporation, partnership,association, or other organization in which one or more of its directors or officers are directorsorofficers, or have a financial interest, shall be void or voidable solely for this reason, or solelybecause the director or officer is present at or participates in the meeting of the Board orcommittee thereof which authorizes the contract or transaction, or solely because his or theirvotes are counted for such purpose, if:
               (1) The material facts as to his relationship or interest and as to thecontract or transaction are disclosed or are known to the Board of Directors or thecommittee, and the Board or committee in good faith authorizes the contract ortransaction by the affirmative votes of a majority of the disinterested directors, eventhough the disinterested directors be less than a quorum; or
               (2) The material facts as to his relationship or interest and as to thecontract or transaction are disclosed or are known to the shareholders entitled to votethereon, and the contract or transaction is specifically approved in good faith by vote ofthe shareholders; or
               (3) The contract or transaction is fair as to the Corporation as of thetime it is authorized, approved or ratified, by the Board of Directors, a committee thereofor the stockholders.
          (b) Interested directors may be counted in determining the presence of aquorum at a meeting of the Board of Directors or of a committee which authorizes the contract ortransaction.
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**ARTICLE IV**
**STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES**
     Nominations for the election of directors may be made by the Board of Directors or acommittee appointed by the Board of Directors or by any stockholder entitled to vote in theelection of directors generally or, if applicable, by any holder of any class or classes of stockorseries thereof are entitled to elect one or more directors by the provisions of the Certificate ofIncorporation. However, any stockholder entitled to vote in the election of directors generallymay nominate one or more persons for election as directors at a meeting only if written notice ofsuch stockholder’s intent to make such nomination or nominations has been given, either bypersonal delivery or by United States mail, postage prepaid, to the Secretary of the Corporationnot later than (i) with respect to an election to be held at an annual meeting of stockholders, onehundred twenty days in advance of the date of the proxy statement released to stockholders inconnection with the previous year’s annual meeting of stockholders, and (ii) with respect to anelection to be held at a special meeting of stockholders for the election of directors, areasonabletime in advance of the meeting. For purposes of this Section, a “reasonable time in advance ofthe meeting” is at least fifteen days before the date that the proxy statement in connection withsuch meeting is to be mailed to the stockholders. Each such notice shall set forth: (a) the nameand address of the stockholder who intends to make the nomination and of the person andpersons to be nominated; (b) a representation that the stockholder is a holder of record of stockof the Corporation entitled to vote at such meeting and intends to appear in person or by proxy atthe meeting to nominate the person or persons specified in the notice; (c) a description of allarrangements or understandings between the stockholder and each nominee and any other personor persons (naming such person or persons) pursuant to which the nomination or nominations areto be made by the stockholder; (d) such other information regarding each nominee proposed bysuch stockholder as would be required to be included in a proxy statement filed pursuant to theproxy rules of the Securities and Exchange Commission, had the nominee been nominated, orintended to be nominated, by the Board of Directors; and (e) the consent of each nominee toserve as a director of the Corporation if so elected. The presiding officer at the meeting mayrefuse to acknowledge the nomination of any person not made in compliance with the foregoingprocedure.
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**ARTICLE V**
**COMMITTEES**
     Section 5.1Appointment and Powers. The Board of Directors may, by resolutionpassed by a majority of the whole Board, designate one or more committees, each committee toconsist of one or more of the directors of the Corporation which, to the extent provided in saidresolution or in these By-laws, shall have and may exercise all the powers and authority of theBoard of Directors in the management of the business and affairs of the Corporation, and mayauthorize the seal of the Corporation to be affixed to all papers which may require it; but no suchcommittee shall have the power or authority in reference to amending the Certificate ofIncorporation (except that any such committee may, to the extent authorized in the resolution orresolutions providing for the issuance of such shares of stock adopted by the Board of Directors,fix the designations and any of the preferences or rights of such shares relating to dividends,redemption, dissolution, any distribution of assets of the Corporation or the conversion into, orthe exchange of such shares for, shares of any other class or classes or any other series of thesame or any other class or classes of stock of the Corporation or fix the number of shares of anyseries of stock or authorize the increase or decrease of the shares of any series), adopting anagreement of merger or consolidation, recommending to the stockholders the sale, lease orexchange of all or substantially all of the Corporation’s property and assets, recommending tothe stockholders a dissolution of the Corporation or a revocation thereof, or amending theBy-laws; and, unless the resolution, By-laws or Certificate of Incorporation, expressly soprovide, no such committee shall have the power or authority to declare a dividend, to authorizethe issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253of the General Corporation Law of the State of Delaware.
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     Section 5.2Absence or Disqualification of Committee Member. In the absence ordisqualification of any member of such committee, the member or members thereof present atany meeting and not disqualified from voting, whether or not they constitute a quorum, mayunanimously appoint another member of the Board of Directors to act at the meeting in the placeof any such absent or disqualified member.
     Section 5.3Record of Proceedings. The committees shall keep regular minutes oftheir proceedings and when required by the Board of Directors shall report the same to the Boardof Directors.
**ARTICLE VI**
**OFFICERS**
     Section 6.1Number and Titles. The officers of the Corporation shall be a Chairmanof the Board of Directors, a President and a Secretary. There shall be one or more VicePresidents (the number thereof to be determined by the Board of Directors), a Treasurer and suchother officers and assistant officers as the Board of Directors may from time to time deemnecessary. Any two or more offices may be held by the same person.
     Section 6.2Election, Term of Office and Qualifications. The officers shall be electedannually by the Board of Directors at the first meeting of the Board of Directors held after theannual meeting of stockholders. If the election of officers is not held at such meeting, suchelection shall be held as soon thereafter as may be convenient. Vacancies may be filled or newoffices created and filled at any meeting of the Board of Directors. Each officer shall be electedto hold office until his successor shall have been elected and qualified, or until his earlierdeath,resignation or removal. Election of an officer shall not of itself create contract rights.
     Section 6.3Removal. Any officer may be removed by the Board of Directorswhenever in its judgment the best interests of the Corporation will be served thereby, but suchremoval shall be without prejudice to the contract rights, if any, of the person so removed.
     Section 6.4Resignation. Any officer may resign at any time by giving written noticeto the Board of Directors**,**the Chairman of the Board of Directors, the President or the Secretary.Such resignation shall take effect at the time specified therein; and, unless tendered to takeeffectupon acceptance thereof, the acceptance of such resignation shall not be necessary to make iteffective.
     Section 6.5Duties. In addition to and to the extent not inconsistent with theprovisions in these By-laws, the officers shall have such authority, be subject to suchrestrictionsand perform such duties in the management of the business, property and affairs of theCorporation as may be determined from time to time by the Board of Directors.
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     Section 6.6President. The President shall be the chief executive officer of theCorporation. Subject to the control of the Board of Directors, the President shall, in general,supervise and manage the business and affairs of the Corporation and he shall see that theresolutions and directions of the Board of Directors are carried into effect. Except in thoseinstances in which the authority to execute is expressly delegated to another officer or agent ofthe Corporation, or a different mode of execution is expressly prescribed by the Board ofDirectors or these By-laws, or where otherwise required by law, the President may execute forthe Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board ofDirectors has authorized to be executed, or may execute, or may authorize any officer or agent toexecute, for the Corporation any contracts, deeds, mortgages, bonds or other instruments or theexecution of which is in the ordinary course of the Corporation’s business, and such executionmay be accomplished either under or without the seal of the Corporation and either individuallyor with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by theBoard of Directors or these By-laws. In addition, he shall perform all duties incident to theoffice of President and such other duties as from time to time shall be prescribed by the Board ofDirectors.
     Section 6.7Vice Presidents. In the absence of the President or in the event of hisinability or refusal to act, the Vice President, if one shall have been elected (or in the eventthereis more than one Vice President, the Vice Presidents in the order designated by the Board ofDirectors, or in the absence of such designation, in the order of their election), shall performtheduties of the President, and when so acting, shall have all the authority of and be subject to allthe restrictions upon the President. Except in those instances in which the authority to executeisexpressly delegated to another officer or agent of the Corporation or a different mode ofexecution is expressly prescribed by the Board of Directors or these By-laws or where otherwiserequired by law, the Vice President (or each of them if there are more than one) may execute forthe Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board ofDirectors has authorized to be executed, and he may accomplish such execution either under orwithout the seal of the Corporation and either individually or with the Secretary, any AssistantSecretary, or any other officer thereunto authorized by the Board of Directors or these By-laws.The Vice Presidents shall perform such other duties as from time to time may be prescribed bythe President or the Board of Directors.
     Section 6.8Treasurer. The Treasurer, if one shall have been elected, shall be theprincipal financial officer of the Corporation, and shall (a) have charge and custody of, and beresponsible for, all funds and securities of the Corporation; (b) keep or cause to be kept correctand complete books and records of account including a record of all receipts and disbursements;(c) deposit all funds and securities of the Corporation in such banks, trust companies or otherdepositaries as shall be selected in accordance with these By-laws; (d) from time to time prepareor cause to be prepared and render financial statements of the Corporation at the request of thePresident or the Board of Directors; and (e) in general, perform all duties incident to the officeofTreasurer and such other duties as from time to time may be prescribed by the President or the
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Board of Directors. If required by the Board of Directors, the Treasurers shall give a bond forthe faithful discharge of his duties in such sum and with such surety or sureties as the Board ofDirectors shall determine.
     Section 6.9Secretary. The Secretary shall (a) keep the minutes of the proceedings ofthe stockholders and of the Board of Directors in one or more books provided for that purpose;(b) see that all notices are duly given in accordance with the provisions of these By-laws or asrequired by law; (c) be custodian of the corporate records and of the seal of the Corporation andsee that the seal of the Corporation is affixed to all stock certificates prior to the issuethereofand to all documents the execution of which on behalf of the Corporation under its seal isnecessary or appropriate; (d) keep or cause to be kept a register of the name and address of eachstockholder, which shall be furnished to the Corporation by each such stockholder, and thenumber and class of shares held by each stockholder; (e) have general charge of the stocktransfer books; and (f) in general, perform all duties incident to the office of Secretary and suchother duties as from time to time may be prescribed by the President or the Board of Directors.
     Section 6.10Assistant Treasurers and Assistant Secretaries. In the absence of theTreasurer or Secretary or in the event of the inability or refusal of the Treasurer or Secretary toact, the Assistant Treasurer and the Assistant Secretary (or in the event there is more than one ofeither, in the order designated by the Board of Directors or in the absence of such designation, inthe order of their election) shall perform the duties of the Treasurer and Secretary, respectively,and when so acting, shall have all the authority of and be subject to all the restrictions uponsuchoffice. The Assistant Treasurers and Assistant Secretaries shall also perform such duties as fromtime to time may be prescribed by the Treasurer or the Secretary, respectively, or by thePresident or the Board of Directors. If required by the Board of Directors, an Assistant Treasurershall give a bond for the faithful discharge of his duties in such sum and with such surety orsureties as the Board of Directors shall determine.
     Section 6.11Salaries. The salaries and additional compensation, if any, of the officersshall be determined from time to time by the Board of Directors; provided, that with respect toany officer who is also a director, such determination shall be made by a majority of the otherdirectors then in office.
**ARTICLE VII**
**CERTIFICATES OF STOCK AND THEIR TRANSFER**
     Section 7.1Stock Certificates. Stock certificates shall be in such form as determinedby the Board of Directors and shall be signed by, or in the name of the Corporation by theChairman of the Board of Directors, President or a Vice President, and by the Treasurer or anAssistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Any of or allthe signatures on the certificates may be a facsimile. All certificates of stock shall bear thesealof the Corporation, which seal may be a facsimile, engraved or printed.
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     Section 7.2Transfer of Shares. The shares of the Corporation shall be transferable.The Corporation shall have a duty to register any such transfer provided there is presented to theCorporation or its transfer agents (a) (i) the stock certificate endorsed by the appropriate personor persons; and (ii) reasonable assurance that such endorsement is genuine and effective; and,provided that (b)(i) the Corporation has no duty to inquire into adverse claims or has dischargedany such duty; (ii) any applicable law relating to the collection of taxes has been complied with;and (iii) the transfer is in fact rightful or is to abonafide purchaser. Upon registration ofsuchtransfer upon the stock transfer books of the Corporation the certificates representing the sharestransferred shall be canceled and the new record holder, upon request, shall be entitled to a newcertificate or certificates. The terms and conditions described in the foregoing provisions ofthisSection shall be construed in accordance with the provisions of the Delaware UniformCommercial Code, except as otherwise provided by the General Corporation Law of the State ofDelaware. No new certificate shall be issued until the former certificate or certificates for alikenumber of shares shall have been surrendered and canceled, except that in case of a lost,destroyed, wrongfully taken or mutilated certificate a new one may be issued therefor upon suchterms and indemnity to the Corporation as the Board of Directors or the President may prescribeconsistent with applicable law.
**ARTICLE VIII**
**DIVIDENDS**
     Section 8.1Dividends. Subject to the provisions of the General Corporation Law ofthe State of Delaware and the Certificate of Incorporation, as may be amended or restated fromtime to time, the Board of Directors may declare and pay dividends upon the shares of its capitalstock. Dividends may be paid in cash, in property, or in shares of the Corporation’s capitalstock.
**ARTICLE IX**
**FISCAL YEAR**
     Section 9.1Fiscal Year. The fiscal year of the Corporation shall be fixed by the Boardof Directors.
**ARTICLE X**
**SEAL**
     Section 10.1Seal. The corporate seal shall have inscribed thereon the name of theCorporation and the words “Corporate Seal” and “Delaware.” The seal may be used by causingit or a facsimile thereof to be impressed or affixed or in any manner reproduced.
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**ARTICLE XI**
**WAIVER OF NOTICE**
     Section 11.1Waiver of Notice. Whenever any notice is required to be given underthese By-laws, the Certificate of Incorporation, as may be amended or restated from time to time,or the General Corporation Law of the State of Delaware, a waiver thereof in writing, signed bythe person or persons entitled to such notice, whether before or after the time stated therein,shallbe deemed equivalent to the giving of such notice.
**ARTICLE XII**
**INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS**
     Section 12.1Nature of Indemnity. Each Person who was or is made a party or isthreatened to be made a party to or is involved in any action, suit or proceeding, whether civil,criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact thathe or she is or was a director or officer of the Corporation or is or was serving at the request ofthe Corporation as a director, officer, employee, fiduciary, or agent of another corporation or of apartnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by theCorporation as provided in this Article and to the fullest extent which it is empowered to do soby the General Corporation Law of the State of Delaware, as the same exists or may hereafter beamended, against all expense, liability and loss (including attorneys’ fees) actually andreasonably incurred by such person in connection with such proceeding), and suchindemnification shall inure to the benefit of his or her heirs, executors and administrators;provided, however, that, except as provided in Section 12.2 hereof, the Corporation shallindemnify any such person seeking indemnification in connection with a proceeding initiated bysuch person only if such proceeding was authorized by the Board of Directors of theCorporation. The right to indemnification conferred in this Article shall be a contract right and,subject to Sections 12.2 and 12.5 hereof, shall include the right to be paid by the Corporation theexpenses incurred in defending any such proceeding in advance of its final disposition. TheCorporation may, by action of its Board of Directors, provide indemnification to employees andagents of the Corporation with the same scope and effect as the foregoing indemnification ofdirectors and officers. Notwithstanding any other provision of this Article, to the extent thatany director or officer, or employee or agent at the discretion of the Board of Directors of theCorporation pursuant to Section 12.6 of this Article, is by reason of such person’s position withthe Corporation a witness in any proceeding, such person shall be indemnified against all costsand expenses actually and reasonably incurred by him on his behalf in connection therewith.
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     Section 12.2Procedure for Indemnification of Directors and Officers.Any indemnification of a director or officer of the Corporation under Section 12.1 of this Article oradvance of expenses under Section 12.5 of this Article shall be made promptly, and in any eventwithin 30 days, upon the written request of the director or officer. If a determination is made bythe Corporation that the director or officer is entitled to indemnification pursuant to thisArticleis required, and the Corporation fails to respond within 60 days to a written request forindemnity, the Corporation shall be deemed to have approved the request. If the Corporationdenies a written request for indemnification or advancing of expenses, in whole or in part, or ifpayment in full pursuant to such request is not made within 30 days, the right to indemnificationor advances as granted by this Article shall be enforceable by the director or officer in any courtof competent jurisdiction. Such person’s costs and expenses incurred in connection withsuccessfully establishing his or her right to indemnification, in whole or in part, in any suchaction shall also be indemnified by the Corporation. It shall be a defense to any such action(other than an action brought to enforce a claim for expenses incurred in defending anyproceeding in advance of its final disposition where the required undertaking, if any, has beentendered to the Corporation) that the claimant has not met the standards of conduct which makeit permissible under the General Corporation Law of the State of Delaware for the Corporation toindemnify the claimant for the amount claimed, but the burden of such defense shall be on theCorporation. Neither the failure of the Corporation (including its Board ofDirectors, independent legal counsel, or its stockholders) to have made a determination prior to thecommencement of such action that indemnification of the claimant is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in the General CorporationLaw of the State of Delaware, nor an actual determination by the Corporation (including itsBoard of Directors, independent legal counsel, or its stockholders) that the claimant has not metsuch applicable standard of conduct, shall be a defense to the action or create a presumption thatthe claimant has not met the applicable standard of conduct.
     Section 12.3Article Not Exclusive. The rights to indemnification and the payment ofexpenses incurred in defending a proceeding in advance of its final disposition conferred in thisArticle shall not be exclusive of any other right which any person may have or hereafter acquireunder any statute, provision of the Certificate of Incorporation, By-law, agreement, vote ofstockholders or disinterested directors or otherwise.
     Section 12.4Survival of Rights. No amendment, alteration or repeal of this Article 12or of any provision hereof shall be effective as to any person who is or was a director, officer,employee or agent of the Corporation, or is or was serving at the request of the Corporation as adirector, officer, employee, fiduciary or agent of another corporation or of a partnership, jointventure, trust or other enterprise, with respect to any action taken or omitted by such person insuch position prior to such amendment, alteration or repeal. The provisions of the Article 12shall continue as to any such person after his or her service in such position has ceased and shallinure to the benefit of his or her heirs, executors and administrators.
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     Section 12.5Insurance. The Corporation may purchase and maintain insurance on itsown behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, oragent of the Corporation or was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against him or her and incurred by him or her in any such capacity,whether or not the Corporation would have the power to indemnify such person against suchliability under this Article or under the General Corporation Law of the State of Delaware. TheCorporation shall not be liable under this Article to make any payments of amounts otherwiseindemnifiable hereunder if and to the extent that such indemnified person hereunder hasotherwise actually received such payment under any insurance policy, contract, agreement orotherwise.
     Section 12.6Expenses. Expenses (including attorneys’ fees) incurred by any persondescribed in Section 12.1 of this Article in defending any civil, criminal, administrative orinvestigative action, suit or proceeding shall be paid by the Corporation in advance of the finaldisposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf ofthe director or Officer to repay such amount if it shall ultimately be determined that he or she isnot entitled to be indemnified by the Corporation. Such expenses incurred by other employeesand agents may be so paid upon such terms and conditions, if any, as the Board of Directorsdeems appropriate.
     Section 12.7Employees and Agents. Persons who are not covered by the foregoingprovisions of this Article and who are or were employees or agents of the Corporation, or whoare or were serving at the request of the Corporation as employees or agents of anothercorporation, partnership, joint venture, trust or other enterprise, may be indemnified to theextentauthorized at any time or from time to time by the Board of Directors.
     Section 12.8Contract Rights. The provisions of this Article shall be deemed to be acontract right between the Corporation and each director or officer who serves in any suchcapacity at any time while this Article and the relevant provisions of the General CorporationLaw of the State of Delaware or other applicable law are in effect, and any repeal ormodification of this Article or any such law shall not affect any rights or obligations thenexisting with respect to any state of facts or proceeding then existing.
     Section 12.9Merger or Consolidation. For Purposes of this Article, references to “theCorporation” shall include, in addition to the resulting corporation, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation or merger which, if itsseparate existence had continued, would have had power and authority to indemnify its directors,officers, and employees or agents, so that any person who is or was a director, officer, employeeor agent of such constituent corporation, or is or was serving at the request of such constituentcorporation as a director, officer, employee, or fiduciary or agent of another corporation,partnership, joint venture, trust or other enterprise, shall stand in the same position under this
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Article with respect to the resulting or surviving corporation as he or she would have withrespect to such constituent corporation if its separate existence had continued.
     Section 12.10Severability. If any provision or provisions of this Article shall be held tobe invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality andenforceability of the remaining provisions of this Article (including without limitation, eachportion of any Section of this Article containing any such provision held to be invalid, illegal orunenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way beaffectedor impaired thereby; and (b) to the fullest extent possible, the provisions of this Article(including, without limitation, each portion of any Section of this Article containing any suchprovision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal orunenforceable) shall be construed so as to give effect to the intent manifested by the provisionheld invalid, illegal or unenforceable.
     Section 12.11Certain Persons Not Entitled to Indemnification or Advancement ofExpenses. Notwithstanding any other provision of this Article, no person shall be entitled toindemnification or advancement of any costs, expenses or the like under this Article with respectto any proceeding, or any claim therein, brought or made by such person against the Corporation.
     Section 12.12Notices. Any notice, request or other communication requiredor permitted to be given to the Corporation under this Article shall be in writing and eitherdelivered in person or sent by facsimile or certified or registered mail, postage prepaid, returnreceipt requested, to the Secretary of the Corporation and shall be effective only upon receipt bythe Secretary.
**ARTICLE XIII**
**MISCELLANEOUS PROVISIONS**
     Section 13.1Contracts. The Board of Directors may authorize any officer or agent toenter into any contract or execute and deliver any instrument in the name of and on behalf of theCorporation, and the President may so authorize any officer or agent with respect to contracts orinstruments in the usual and regular course of its business. Such authority may be general orconfined to specific instances.
     Section 13.2Loans. No loan shall be contracted on behalf of the Corporation and noevidence of indebtedness shall be issued in its name unless authorized by the Board of Directors.Such authority may be general or confined to specific instances.
     Section 13.3Checks, Drafts, Etc. All checks, drafts or other orders for the payment ofmoney, or notes or other evidences of indebtedness issued in the name of the Corporation shallbe signed by such officer or agent as shall from time to time be authorized by the Board ofDirectors.
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     Section 13.4Deposits. The Board of Directors may select, or may authorize thePresident, Treasurer or other officers to select, banks, trustcompanies or other depositaries for the funds of the Corporation.
     Section 13.5Stock in Other Corporations. Shares of any other corporation which mayfrom time to time be held by the Corporation may be represented and voted by the President, orby any proxy appointed in writing by the President, or by any other person or persons thereuntoauthorized by the Board of Directors, at any meeting of stockholders of such corporation or byexecuting written consents with respect to such shares where stockholder action may be taken bywritten consent. Shares represented by certificates standing in the name of the Corporation maybe endorsed for sale or transfer in the name of the corporation by the President or by any otherofficer thereunto authorized by the Board of Directors. Shares belonging to the Corporationneed not stand in the name of the Corporation, but may be held for the benefit of the Corporationin the name of any nominee designated for such purpose by the Board of Directors.
     Section 13.6Gender. Use of masculine pronoun shall be deemed to include usage ofthe feminine and neuter pronoun where appropriate.
**ARTICLE XIV**
**AMENDMENT**
     Section 14.1Procedure. These By-laws may be altered, amended or repealed and newby-laws may be adopted by the Board of Directors. Subject to the provisions of the Certificateof Incorporation, these By-laws may also be altered, amended or repealed by the stockholders ofthe Corporation.