Exhibit
3.2





























_____________________________________________





AMENDED
AND RESTATED BYLAWS





OF





ANTS
SOFTWARE INC.


_____________________________________________





(As
adopted on November 17, 2000


and
last amended on June 26, 2007)








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-




Section
              
              PageARTICLE
      I - NAME - OFFICES - SCOPE
              1Section
      1.
              Name.
              1Section
      2.
              Registered
      Office.
              1Section
      3.
              Other
      Offices.
              1Section
      4.
              Purposes.
              .
      1ARTICLE
      II – STOCKHOLDER’S MEETINGS
              1Section
      1.
              Place
      of Meetings.
              1Section
      2.
              Annual
      Meetings.
              1Section
      3.
              Special
      Meetings.
              2Section
      4.
              Notice
      of Stockholder’s Meetings.
              2Section
      5.
              Quorum.
              2Section
      6.
              Adjourned
      Meetings; Notice.
              3Section
      7.
              Conduct
      of Business.
              3Section
      8.
              Voting.
              3Section
      9.
              Waiver
      of Notice.
              3Section
      10.
              Consent
      to Shareholder Action Without a Meeting.
              4Section
      11.
              Record
      Dates.
              4Section
      12.
              Proxies.
              5ARTICLE
      III - BOARD OF DIRECTORS
              6Section
      1
              Powers.
              6Section
      2.
              Number,
      Tenure and Qualifications.
              6Section
      3.
              Resignations
      and Vacancies.
              7Section
      4.
              Regular
      Meetings.
              8Section
      5.
              Special
      Meetings.
              8Section
      6
              Place
      of Meetings.
              8Section
      7.
              Participation
      by Telephone.
              9Section
      8.
              Quorum.
              9Section
      9.
              Action
      at Meeting.
              9Section
      10.
              Waiver
      of Notice.
              9Section
      11.
              Action
      Without Meeting.
              9Section
      12.
              Removal.
              10Section
      13.
              Compensation.
              10Section
      14.
              Committees.
              10Section
      15.
              Approval
      of Loans to Officers.
              11
  - ii
-
  ARTICLE
      IV - OFFICERS
              12Section
      1.
              Number
      and Term.
              12Section
      2.
              Inability
      to Act.
              12Section
      3.
              Removal
      and Resignation.
              12Section
      4.
              Vacancies.
              13Section
      5.
              Chairman
      of the Board.
              13Section
      6.
              Lead
      Director.
              13Section
      7.
              Chief
      Executive Officer.
              13Section
      8.
              President.
              13Section
      9.
              Vice
      President.
              14Section
      10.
              Secretary.
              14Section
      11
              Chief
      Financial Officer.
              14Section
      12.
              Salaries.
              15Section
      13.
              Officers
      Holding More than One Office.
              15ARTICLE
      V – MISCELLANEOUS
              15Section
      1.
              Record
      Date and Closing of Stock Books.
              15Section
      2.
              Certificates.
              16Section
      3.
              Representation
      of Shares in Other Corporations.
              16Section
      4.
              Fiscal
      Year.
              16Section
      5.
              Amendments.
              17Section
      6.
              Indemnification
      of Corporate Agents.
              17Section
      7.
              Postal,
      Fax, and E-mail Votes.
              17






- iii
-




AMENDED
AND RESTATED BYLAWS
 OF
 ANTS
SOFTWARE INC.
 
 
 ARTICLE
I - NAME - OFFICES - SCOPE
 
 Section
1.        Name.The name of the
corporation shall be ANTs software inc., (the “Corporation”).
 
 Section
2.        Registered
Office.  The registered office of the Corporation shall be
located at 615 South Dupont Highway, Dover, DE 19901, County of
Kent.  The name of its registered agent at such location is National
Corporate Research, Ltd.
  Section
3.        Other Offices.  The
Corporation may also have offices at such other places within or outside the
State of Delaware as the Board of Directors may from time to time
desig­nate, or as the business of the Corporation may require.
  Section
4.        Purposes.  The
purpose of the Corporation is to engage in any business, trade and activity
which may lawfully be conducted by a corporation organized under the General
Corporation Law of the State of Delaware.
  ARTICLE
II – STOCKHOLDER’S MEETINGS
  Section
1.        Place of Meetings.Meetings of stockholders
shall be held at anyplace, within or outside the State of Delaware, designated
by the Board of Directors or by written consent of the holders of a majority of
the shares entitled to vote thereat, given either before or after the
meeting.  In the absence of any such designation, the meetings shall
be held at the principal executive office of the Corporation.
  Section
2.        Annual
Meetings.  The annual meeting of stockholders shall be held
each year on a date and at a time designated by the board of
directors.  At the meeting, directors shall be elected and any other
proper business may be transacted.  If the annual meeting of the
stockholders is not held as herein prescribed, the election of directors may be
held at any meeting thereafter called pursuant to these Bylaws.
 - 1
-


Section
3.        Special Meetings.Special meetings of the
stockholders, for any purpose whatsoever, unless otherwise prescribed by
statute, may be called at any time by the Chairman of the Board, the Lead
Director, the Chief Executive Officer, the President or Vice President, or by
the Board of Directors, or by one or more stockholders holding shares in the
aggregate entitled to cast not less than ten percent (10%) of the votes at that
meeting.
  Section
4.        Notice of Stockholder’s
Meetings.All notices of meetings
with stockholders of the Corporation shall be in writing and shall be sent or
otherwise given as provided below not less than ten (10) nor more than sixty
(60) days before the meeting to each stockholder entitled to vote at such
meeting.  Said notice shall state the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called.  Written notice of any meeting of stockholders,
if mailed, is given when deposited in the United States mail, postage
pre­paid, directed to the shareholder at his address as it appears on the
records of the Corporation. An affidavit of the Secretary or of an assistant
secretary or of a transfer agent of the corporation that the notice has been
given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.
  Section
5.        Quorum.The presence in person
or by proxy of the persons entitled to vote a majority of the shares outstanding
and entitled to vote at any meeting constitutes a quorum for the transaction of
business, except as otherwise provided by statute or by the certificate of
incorporation.  If, however, such quorum is not present or represented
at any meeting of the stockholders, then either (i) the Chairman of the meeting
or (ii) the stockholder entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present or represented.  At such adjourned meeting, at which a quorum
is present or represented, any business may be transacted that might have been
transacted at the meeting as originally noticed.
 - 2
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Section
6.        Adjourned Meetings;
Notice.Any
stockholders’ meet­ing may be adjourned from time to time by the vote of the
holders of a majority of the voting shares present at the meeting either in
person or by proxy.  Notice of any adjourned meeting need not be given
if the time and place thereof are announced at the meeting at which the
adjournment is taken, unless a meeting is adjourned for forty-five (45) days or
more from the date set for the original meeting.  At the adjourned
meeting, the corporation may transact any business that might have been
transacted at the original meeting.
  Section
7.        Conduct of
Business.  The Chairman of any meeting of stockholders shall
determine the order of business and the procedure at the meeting, including such
regulation of the manner of voting and the conduct of business.
  Section
8.        Voting.The stockholder entitled
to vote at any meeting of stockholders shall be determined in accordance with
the provisions of Article II Section 11 hereof, subject to the provisions of
Sections 217 and 218 of the General Corporation Law of Delaware (relating to
voting rights of fiduciaries, pledgors and joint owners of stock and to voting
trusts and other voting agreements).
  Except as
may otherwise be provided in the Certificate of Incorporation, each stockholder
shall be entitled to one vote for each share of capital stock held by such
stockholder.
 - 3
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Section
9.        Waiver of Notice. Whenever notice is
required to be given under any provision of the General Corporation Law of
Delaware or of the Certificate of Incorporation or these by-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to
notice.  Attendance of such a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
such purpose of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice unless so required by the certificate of incorporation
or these by-laws.




Section
10.      Consent to Shareholder Action Without
a Meeting.Any action which may be
taken at any meeting of stockholders may be taken with­out a meeting,
without prior notice, and without a vote if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.




Prompt
notice if the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those shareholders who have not
consented in writing.  If the action which is consented to is such as
would have required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of any statement required by such section concerning any vote of
stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.


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Section
11.      Record Dates.In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or entitled to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion, or
exchange of stock or for the purpose of any other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action.




If no
record date is fixed:




(i)  The record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the business day next
preceding the day notice is given or, if notice is waived, at the close of
business on the business day next preceding the day on which the meeting is
held;




(ii)  The record
date for determining stockholders entitled to give consent to corporate action
in writing without a meeting, when no prior action by the board of directors is
necessary, shall be the day on which the first written consent is given;
and




(iii)  The record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the board of directors adopts the resolution
relating thereto.




A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.


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Section
12.      Proxies.  At any
meeting of the stockholders, every shareholder having the right to vote shall be
entitled to vote in person, or by proxy appointed in a writing subscribed by
such shareholder and bearing a date not more than eleven (11) months prior to
said meet­ing, unless the writing states that it is irrevocable and
satisfies the requirements of applicable law.




ARTICLE
III - BOARD OF DIRECTORS




Section
1.        Powers.Subject to any
limitations in the Articles of Incorporation or these Bylaws and to any
provision of the General Corporation Law of Delaware requiring shareholder
authoriza­tion or approval for a particular action, the business and affairs
of the Corporation shall be managed and all corporate powers shall be exercised
by, or under the direction of, the Board of Directors.  The Board of
Directors may delegate the management of the day-to-day operation of the
business of the Corporation to a management company or other person provided
that the business and affairs of the Corporation shall be managed and all
corporate powers shall be exercised, under the ultimate direction of the Board
of Directors.




Section
2.        Number, Tenure and
Qualifications.  The author­ized number of directors of
this Corporation shall not be less than Two (2) nor more than Ten (10), the
exact number of directors to be fixed from time to time, within such limit, by a
duly adopted resolution of the Board of directors or the
shareholders.  The directors of the Corporation shall be split into
three (3) classes, to be called Class 1 directors, Class 2 directors and Class 3
directors, as nearly equal in number as the then total number of directors
permits.  The exact number of directors of the Corporation shall be
set at eight (8), such number of directors to include two Class 1 directors,
three Class 2 directors, and three Class 3 directors.  Class 1
directors shall hold office for a term of three (3) years from the date they are
elected, except that the term of the directors initially serving as Class 1
directors, shall expire at the first annual meeting of shareholders following
adoption of these Bylaws.   Class 2 directors shall hold office
for a term of three (3) years from the date they are elected, except that the
term of the directors initially serving as Class 2 directors, shall expire at
the second annual meeting of shareholders following adoption of these
Bylaws.  Class 3 directors shall hold office for a term of three (3)
years from the date they are elected, except that the term of the directors
initially serving as Class 3 directors, shall expire at the third annual meeting
of shareholders following adoption of these Bylaws.  No reduction of
the authorized number of directors shall have the effect of removing any
director before that director’s term of office expires.  The number of
authorized directors may be changed by a duly adopted Certificate of Amendment
to the Certificate of Incorporation or by an amend­ment to this bylaw duly
adopted by the vote or written consent of the holders of a majority of the
shares issued and outstanding and entitled to vote.


- 6
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Except as
provided in Section 3 below, directors shall be elected by classes as set forth
above.  If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional
directors of any class elected to fill a vacancy resulting from an increase in
such class shall hold office for a term that shall coincide with the remaining
term of the class.  Each director, including a director elected to
fill a vacancy, shall hold office until the annual meeting for the year in which
his term expires and until his or her successor is elected and qualified or
until his or her earlier resignation or removal.  If any such annual
meeting is not held, or the directors are not elected thereat, the directors may
be elected at any special meet­ing of
stockholders held for that purpose.  Directors need not be
stockholders.”




Section
3.        Resignations and
Vacancies.  Any director may resign effective upon giving
written notice to the Chairman of the Board, the Lead Director, the President,
the Secretary or the Board of Directors of the Cor­por­a­tion,
unless the notice specifies a later time for the effec­tiveness of such
resignation.  If the resignation is effective at a future time, a
successor may be elected to take office when the resignation becomes
effective.


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Except for
a vacancy created by the removal of a director, all vacancies in the Board of
Directors, whether caused by resignation, death or otherwise, may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until his
successor is elected at an annual, regular or special meeting of the
stockholders.  Vacancies created by the removal of a director may be
filled only by approval of the stockholders.  The stockholders may
elect a director at any time to fill any vacancy not filled by the
directors.  Any such election by written consent requires the consent
of a majority of the outstanding shares entitled to vote.




Section
4.        Regular Meetings.A regular annual meeting
of the Board of Directors shall be held without other notice than this Bylaw at
9:00 a.m., the day after, and at the same place as, the annual meeting of
stockholders.  The Board of Directors may provide for other regular
meetings from time to time by resolution.




Section
5.        Special Meetings.Special meetings of the
Board of Directors may be called at any time by the Chairman of the Board, or
the Lead Director, or the Chief Executive Officer or the President or any Vice
President, or the Secretary or two (2) directors.  Written notice of
the time and place of all special meetings of the Board of Directors shall be
delivered personally or by telephone or telegraph, including a voice messaging
system or other system or technology designed to record and communicate
messages, telegraph, facsimile, electronic mail, or other electronic means to
each director at least forty-eight (48) hours before the meeting, or sent to
each director by first-class mail, postage prepaid, at least four (4) days
before the meeting.  Such notice need not specify the purpose of the
meeting.  Notice of any meeting of the Board of Directors need not be
given to any director who signs a waiver of notice, whether before or after the
meeting, or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to such director.


- 8
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Section
6.        Place of Meetings.Meetings of the Board of
Directors may be held at any place within or without the State of Delaware,
which has been designated in the notice, or if not stated in the notice or there
is no notice, the principal executive office of the Corporation or as designated
by the resolution duly adopted by the Board of Directors.




Section
7.        Participation by
Telephone.Members of the Board of
Directors may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another.




Section
8.        Quorum.A quorum at all meetings
of the Board of Directors shall be a majority of the directors on the board at
the time of notice for such meeting, or if the meeting is held without notice,
at the time of such meeting.  In the absence of a quorum a majority of
the directors present may adjourn any meeting to another time and place, without
other than announcement at the meeting, until a quorum is present.




Section
9.        Action at Meeting.Every act or decision
done or made by a majority of the directors present at a meeting duly held at
which a quorum is present is the act of the Board of Directors.  A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for such meeting.


- 9
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Section
10.      Waiver of Notice.The transactions of any
meeting of the Board of Directors, however called and noticed or wherever held,
are as valid as though had at a meeting duly held after regular call and notice
if a quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting, or an approval of the minutes thereof.  All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.




Section
11.      Action Without Meeting.Any action required or
permitted to be taken by the Board of Directors may be taken with­out a
meeting, if all members of the Board individually or collec­tively consent
in writing to such action.  Such written consent or consents shall be
filed with the minutes of the proceed­ings of the Board.  Such
action by written consent shall have the same force and effect as a unanimous
vote of such directors.




Section
12.       Removal.The Board of Directors
may declare vacant the office of a director who has been declared of unsound
mind by an order of court or who has been convicted of a felony.




The entire
Board of Directors or any individual director may be removed from office without
cause by a vote of a shareholder holding a majority of the outstanding shares
entitled to vote at an election of directors; provided, however, that unless the
entire Board is removed, no individual director may be removed when the votes
cast against removal, or not consenting in writing to such removal, would be
sufficient to elect such director if voted cumula­tively at an election at
which the same total number of votes cast were cast (or, if such action is taken
by written consent, all shares entitled to vote were voted) and the entire
number of direc­tors authorized at the time of the director’s most recent
election were then being elected.




In the
event an office of a director is so declared vacant or in case the Board or any
one or more directors be so removed, new directors may be elected at the same
meeting.


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Section
13.      Compensation.No stated salary shall
be paid directors, as such, for their services, but, directors may be paid an
annual stipend, may be paid a per meeting fee, may be reimbursed board-related
expenses, and may be paid other amounts, all as determined from time to time by
the Board of Directors or by a committee thereof; provided that nothing herein
contained shall be construed to 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 services rendered to, or on behalf of, such
committees.




Section
14.      Committees.The Board of Directors
may, by resolution adopted by a majority of the authorized number of
direc­tors, designate one or more committees, each consisting of two (2) or
more directors, to serve at the pleasure of the Board of
Direc­tors.  The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee.  The appointment of members or
alternate members of a committee requires the vote of a majority of the
authorized number of directors.  Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have all the
authority of the Board of Directors in the management of the business and
affairs of the Corporation, except with respect to (a) the approval of any
action requiring stockholders’ approval or approval of the outstanding shares,
(b) the filling of vacancies on the Board or any committee, (c) the fixing of
compensation of directors for serving on the Board or a committee, (d) the
adop­tion, amendment or repeal of Bylaws, (e) the amendment or repeal of any
resolution of the Board which by its express terms is not so amendable or
repealable, (f) a distribution to stockholders, except at a rate or in a
periodic amount or within a price range determined by the Board, and (g) the
appointment of other commit­tees of the Board or the members
thereof.


- 11
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Section
15.      Approval of Loans to
Officers.  The Corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee who is a
director of the corporation or its subsidiary, whenever, in the judgment of the
directors, such loan, guarantee, or assistance may reasonably be expected to
benefit the corporation. The loan, guarantee, or assistance may be with or
without interest and may be unsecured, or secured in such a manner as the board
of directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.  Nothing contained in this section shall be
deemed to deny, limit or restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.




ARTICLE
IV - OFFICERS




Section
1.        Number and
Term.  The officers of the Corpora­tion shall be a chief
executive officer, president, vice president, secretary, chief financial
officer, and a chief technology officer.  The Corporation may also
have, at the discretion of the board of directors, a chairman of the board, a
lead director, a chief execu­tive officer, one or more vice presidents, one
or more assistant secretaries, one or more assistant secretaries
treasurers.  In addition, the Board of Directors may appoint such
other officers as may be deemed expedient for the proper conduct of the business
of the Corporation, each of whom shall have such authority and perform such
duties as the Board of Directors may from time to time
deter­mine.  The officers to be appointed by the Board of
Directors shall be chosen annually at the regular meeting of the Board of
Directors held after the annual meeting of stockholders and shall serve at the
pleasure of the Board of Directors.  If officers are not chosen at
such meeting of the Board of Directors, they shall be chosen as soon thereafter
as shall be convenient.  Each officer shall hold office until his
successor shall have been duly chosen or until his removal or
resignation.


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Section
2.        Inability to
Act.  In the case of absence or inability to act of any officer
of the Corporation and of any person herein authorized to act in his place, the
Board of Direc­tors may from time to time delegate the powers or duties of
such officer to any other officer, or any director or other person whom it may
select.




Section
3.        Removal and Resignation. Any officer chosen by
the Board of Directors may be removed at any time, with or with­out cause,
by the affirmative vote of a majority of all the members of the Board of
Directors.




Any
officer chosen by the Board of Directors may resign at any time by giving
written notice of said resignation to the Corporation.  Unless a
different time is specified therein, such resignation shall be effective upon
its receipt by the Chairman of the Board, the Lead Director, the President, the
Secretary or the Board of Directors.




Section
4.        Vacancies.A vacancy in any office
because of any cause may be filled by the Board of Directors for the unexpired
portion of the term.




Section
5.       Chairman of the Board.The Chairman of the
Board shall preside at all meetings of the Board.




Section
6.       Lead Director.If the Chairman of the
Board is an officer of, or employed by, the Corporation, then the Corporation
shall also have a Lead Director, who shall not be an officer of, or employed by,
the Corporation.  The Lead Director shall preside at all meetings of
the independent directors of the Board and, in the absence of the Chairman of
the Board, shall preside at all meetings of the Board and
stockholders.


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Section
7.       Chief Executive
Officer.  Subject to the supervisory powers of the Board of
Directors, the Chief Executive Officer of the Corporation shall have general
supervision, direction, and control of the business and the officers of the
Corporation.  He or she shall preside at all meetings of the
stockholders and, in the absence or nonexistence of a Chairman of the Board, at
all meetings of the Board of Directors.  He or she shall have the
general powers and duties of management usually vested in the chief executive
officer of a corporation and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws.




Section
8.        President.The President shall be
the general manager of the Corporation, subject to the control of the Chief
Executive Officer or the Board of Directors, and as such shall preside at all
meetings of stockholders at which the Chief Executive Officer or Chairman of the
Board are not presiding, shall have general supervision of the affairs of the
Corporation, shall sign or countersign or author­ize another officer to sign
all certificates, contracts, and other instruments of the Corporation as
authorized by the Board of Directors, shall make reports to the Board of
Directors and stockholders, and shall perform all such other duties as are
incident to such office or are properly required by the Board of
Directors.




Section
9.        Vice President.In the absence of the
President, or in the event of such officer’s death, disability or refusal to
act, the Vice President, or in the event there be more than one Vice President,
the Vice Presidents in the order designated at the time of their selection, or
in the absence of any such designation, then the order of their selection, shall
perform the duties of President, and when so acting, shall have all the powers
and be subject to all restrictions upon the President.  Each Vice
President shall have such powers and discharge such duties as may be assigned
from time to time by the President or by the Board of Directors.


- 14
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Section
10.      Secretary.The Secretary shall see
that notices for all meetings are given in accordance with the provisions of
these Bylaws and as required by law, shall keep minutes of all meetings, shall
have charge of the seal and the corporate books, and shall make such reports and
perform such other duties as are incident to such office, or as are properly
required by the President or by the Board of Directors.




The
Assistant Secretary or the Assistant Secretaries, in the order of their
seniority, shall, in the absence or disability of the Secretary, or in the event
of such officer’s refusal to act, perform the duties and exercise the powers and
discharge such duties as may be assigned from time to time by the President or
by the Board of Directors.




Section
11.      Chief Financial Officer.The Chief Financial
Officer may also be designated by the alternate title of
“Treasurer”.  The Chief Financial Officer shall have custody of all
moneys and securities of the Corporation and shall keep regular books of
account.  Such officer shall disburse the funds of the Corporation in
payment of the just demands against the Corporation, or as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Board of Directors from time to time as may be required of such
officer, an account of all transactions as Chief Financial Officer and of the
financial condition of the Corporation.  Such officer shall perform
all duties incident to such office or which are properly required by the
President or by the Board of Directors.




The
Assistant Financial Officer or the Assistant Financial Officers, in the order of
their seniority, shall, in the absence or disability of the Chief Financial
Officer, or in the event of such officer’s refusal to act, perform the duties
and exercise the powers of the Chief Financial Officer, and shall have such
powers and discharge such duties as may be assigned from time to time by the
President or by the Board of Directors.


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Section
12.      Salaries.The salaries of the
officers shall be fixed from time to time by the Board of Directors and no
officer shall be prevented from receiving such salary by reason of the fact that
such officer is also a director of the Corporation.




Section
13.      Officers Holding More than One
Office.Any
two or more offices may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity, unless
at the time of such execution, acknowledgment or verification there is only one
person holding such offices.




ARTICLE
V - MISCELLANEOUS




Section
1.        Record Date and Closing of Stock
Books.The
Board of Directors may fix a time in the future as a record date for the
determination of the stockholders entitled to notice of and to vote at any
meeting of stockholders or entitled to receive payment of any dividend or
distribution, or any allotment of rights, or to exercise rights in respect to
any other lawful action.  The record date so fixed shall not be more
than sixty (60) nor less than ten (10) days prior to the date of the meeting or
event for the purposes of which it is fixed.  When a record date is so
fixed, only stockholders of record at the close of business on that date are
entitled to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise the rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Corporation
after the record date.




The Board
of Directors may close the books of the Corporation against transfers of shares
during the whole or any part of a period of not more than sixty (60) days prior
to the date of a stockholders’ meeting, the date when the right to any dividend,
distribution, or allotment of rights vests, or the effective date of any change,
conversion or exchange of shares.


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Section
2.       Certificates.Certificates of stock
shall be issued in alphabetical or numerical order and each shareholder shall be
entitled to a certificate signed in the name of the Corporation by the
Chair­man of the Board or the President or a Vice President, and the Chief
Financial Officer, the Secretary or an Assistant Secretary, certifying to the
number of shares owned by such shareholder.  Any or all of the
signatures on the certificate may be facsimile.  Prior to the due
presentment for registration of transfer in the stock transfer book of the
Corporation, the registered owner shall be treated as the person exclusively
entitled to vote, to receive notifications and otherwise to exercise all the
rights and powers of an owner, except as expressly provided otherwise by the
laws of the State of Delaware.




Section
3.       Representation of Shares in Other
Corporations.Shares of other
corporations standing in the name of this Corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
Corporation by the Chairman of the Board, the Chief Executive Officer, the
President or any Vice President and the Chief Financial Officer or the Secretary
or an Assistant Secretary.




Section
4.        Fiscal Year.The fiscal year of the
Corporation shall end on the 31st day of December.




Section
5.        Amendments.  Bylaws
may be adopted, amended, or repealed by the vote or the written consent of
stockholders entitled to exercise a majority of the voting power of the
Corporation.Subject to the right of stockholders to adopt, amend, or repeal
Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors,
except that a Bylaw amendment changing the authorized number of directors may be
adopted by the Board of Directors only if these Bylaws permit a variable number
of directors and the Bylaw or amendment thereof adopted by the Board of
Directors changes the authorized number of directors within the limits specified
in these Bylaws.


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Section
6.        Indemnification of Corporate
Agents.The
Corporation shall indemnify each of its agents against expenses, judgments,
fines, settlements and other amounts, actually and reasonably incurred by such
person by reason of such person’s having been made or having threatened to be
made a party to a proceeding in accordance with the provisions of the Articles
of Incorporation and Delaware General Corporation Law.  The
Corporation shall advance the expenses reasonably expected to be incurred by
such agent in defending any such proceeding upon receipt of the undertaking
required by subdivision (f) of Title 8, Section 145 of Delaware
law.  The terms “agent”, “proceeding” and “expenses” made in this
Section 6 shall have the same meaning as such terms in the Delaware General
Corporation Law.




Section
7.        Postal, Fax, and E-mail
Votes.Whenever, in judgment of
the Board of directors, any question shall arise which it believes should be put
to a vote of the active membership and when it deems it inexpedient to call a
special meeting for such purpose, the directors may, unless otherwise require by
these laws, submit such a matter to the membership by mail (electronic or
postal) for vote and decision.  The question thus presented shall be
determined according to a majority of the votes received by mail (electronic or
otherwise) within 15 days after such submission to the membership, provided that
in each case votes of at least 10% of members shall be received.  Any
and all action taken pursuant to a majority mail vote in any such case shall be
binding upon the company in the same manner as would an action taken at a duly
called meeting.  Voting on any organizational matter, unless
specifically disallowed by vote or charter, may be conducted by postal mail,
e-mail or other electronic representation.