Exhibit 4.2


 


BYLAWS


 


OF


 


WORLD HEART CORPORATION

(A DELAWARE CORPORATION)


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  	
  OFFICES

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
   

  	
  Registered
  Office

  	
   

  	
  1

  
	
  Section 2.

  	
   

  	
  Other Offices

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  CORPORATE SEAL

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.

  	
   

  	
  Corporate Seal

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  STOCKHOLDERS’
  MEETINGS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.

  	
   

  	
  Place Of
  Meetings

  	
   

  	
  1

  
	
  Section 5.

  	
   

  	
  Annual Meetings

  	
   

  	
  1

  
	
  Section 6.

  	
   

  	
  Special Meetings

  	
   

  	
  5

  
	
  Section 7.

  	
   

  	
  Notice Of
  Meetings

  	
   

  	
  6

  
	
  Section 8.

  	
   

  	
  Quorum

  	
   

  	
  7

  
	
  Section 9.

  	
   

  	
  Adjournment And
  Notice Of Adjourned Meetings

  	
   

  	
  7

  
	
  Section 10.

  	
   

  	
  Voting Rights

  	
   

  	
  7

  
	
  Section 11.

  	
   

  	
  Joint Owners Of
  Stock

  	
   

  	
  8

  
	
  Section 12.

  	
   

  	
  List Of
  Stockholders

  	
   

  	
  8

  
	
  Section 13.

  	
   

  	
  Action Without
  Meeting

  	
   

  	
  8

  
	
  Section 14.

  	
   

  	
  Organization

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  DIRECTORS

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.

  	
   

  	
  Number And Term
  Of Office

  	
   

  	
  10

  
	
  Section 16.

  	
   

  	
  Powers

  	
   

  	
  10

  
	
  Section 17.

  	
   

  	
  Board of
  Directors

  	
   

  	
  10

  
	
  Section 18.

  	
   

  	
  Vacancies

  	
   

  	
  10

  
	
  Section 19.

  	
   

  	
  Resignation

  	
   

  	
  11

  
	
  Section 20.

  	
   

  	
  Removal

  	
   

  	
  11

  
	
  Section 21.

  	
   

  	
  Meetings

  	
   

  	
  11

  
	
  Section 22.

  	
   

  	
  Quorum And
  Voting

  	
   

  	
  12

  
	
  Section 23.

  	
   

  	
  Action Without
  Meeting

  	
   

  	
  12

  
	
  Section 24.

  	
   

  	
  Fees And
  Compensation

  	
   

  	
  13

  
	
  Section 25.

  	
   

  	
  Committees

  	
   

  	
  13

  
	
  Section 26.

  	
   

  	
  Organization

  	
   

  	
  14

  



 


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TABLE OF CONTENTS


(CONTINUED)


 


	
   

  	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  OFFICERS

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 27.

  	
   

  	
  Officers
  Designated

  	
   

  	
  14

  
	
  Section 28.

  	
   

  	
  Tenure And
  Duties Of Officers

  	
   

  	
  14

  
	
  Section 29.

  	
   

  	
  Delegation Of
  Authority

  	
   

  	
  16

  
	
  Section 30.

  	
   

  	
  Resignations

  	
   

  	
  16

  
	
  Section 31.

  	
   

  	
  Removal

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  EXECUTION OF
  CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 32.

  	
   

  	
  Execution Of
  Corporate Instruments

  	
   

  	
  17

  
	
  Section 33.

  	
   

  	
  Voting Of
  Securities Owned By The Corporation

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
  SHARES OF STOCK

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 34.

  	
   

  	
  Form And
  Execution Of Certificates

  	
   

  	
  17

  
	
  Section 35.

  	
   

  	
  Lost
  Certificates

  	
   

  	
  17

  
	
  Section 36.

  	
   

  	
  Transfers

  	
   

  	
  18

  
	
  Section 37.

  	
   

  	
  Fixing Record
  Dates

  	
   

  	
  18

  
	
  Section 38.

  	
   

  	
  Registered
  Stockholders

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  OTHER SECURITIES
  OF THE CORPORATION

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 39.

  	
   

  	
  Execution Of Other
  Securities

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  DIVIDENDS

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 40.

  	
   

  	
  Declaration Of
  Dividends

  	
   

  	
  20

  
	
  Section 41.

  	
   

  	
  Dividend Reserve

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
  FISCAL YEAR

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 42.

  	
   

  	
  Fiscal Year

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
  INDEMNIFICATION

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 43.

  	
   

  	
  Indemnification
  Of Directors, Executive Officers, Other Officers, Employees And Other Agents

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  	
  NOTICES

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 44.

  	
   

  	
  Notices

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  	
  AMENDMENTS

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 45.

  	
   

  	
   

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  	
  LOANS TO
  OFFICERS

  	
   

  	
  25

  



 


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TABLE OF CONTENTS


(CONTINUED)


 


	
   

  	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 46.

  	
   

  	
  Loans To Officers

  	
   

  	
  25

  



 


iii

















 


BYLAWS



OF



WORLD HEART CORPORATION

(A DELAWARE CORPORATION)


 


ARTICLE I



OFFICES


 


Section 1.                                          Registered Office. 
The registered office of the corporation in the State of Delaware shall
be in the City of Dover, County of Kent.


 


Section 2.                                          Other Offices. 
The corporation shall also have and maintain an office or principal
place of business at such place as may be fixed by the Board of Directors, and
may also have offices at such other places, both within and without the State
of Delaware as the Board of Directors may from time to time determine or the
business of the corporation may require.


 


ARTICLE
II



CORPORATE SEAL


 


Section 3.                                          Corporate Seal. 
The Board of Directors may adopt a corporate seal.  The corporate seal shall consist of a die
bearing the name of the corporation and the inscription, “Corporate Seal-Delaware.”  Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.


 


ARTICLE
III



STOCKHOLDERS’ MEETINGS


 


Section 4.                                          Place Of Meetings. 
Meetings of the stockholders of the corporation may be held at such
place, either within or without the State of Delaware, as may be determined
from time to time by the Board of Directors. The Board of Directors may, in its
sole discretion, determine that the meeting shall not be held at any place, but
may instead be held solely by means of remote communication as provided under
the Delaware General Corporation Law (“DGCL”).


 


Section 5.                                          Annual Meetings.


 


(a)                                  The annual meeting of the stockholders of
the corporation, for the purpose of election of directors and for such other
business as may properly come before it, shall be held on such date and at such
time as may be designated from time to time by the Board of Directors.  Nominations of persons for election to the
Board of Directors of the corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of 


 


1

















 


stockholders:  (i) pursuant to the corporation’s notice
of meeting of stockholders (with respect to business other than nominations); (ii) brought
specifically by or at the direction of the Board of Directors; or (iii) by
any stockholder of the corporation who was a stockholder of record at the time
of giving the stockholder’s notice provided for in Section 5(b) below,
who is entitled to vote at the meeting and who complied with the notice
procedures set forth in Section 5. For the avoidance of doubt, clause (iii) above
shall be the exclusive means for a stockholder to make nominations and submit
other business (other than matters properly included in the corporation’s
notice of meeting of stockholders and proxy statement under Rule 14a-8
under the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (the “1934 Act”)) before an annual meeting of
stockholders.


 


(b)                                  At an annual meeting of the stockholders,
only such business shall be conducted as is a proper matter for stockholder
action under Delaware law and as shall have been properly brought before the
meeting.


 


(i)                                    For nominations for the election to the
Board of Directors to be properly brought before an annual meeting by a
stockholder pursuant to clause (iii) of Section 5(a) of these
Bylaws, the stockholder must deliver written notice to the Secretary at the
principal executive offices of the corporation on a timely basis as set forth
in Section 5(b)(iii) and must update and supplement such written
notice on a timely basis as set forth in Section 5(c). Such stockholder’s
notice shall set forth:  (A) as to
each nominee such stockholder proposes to nominate at the meeting: (1) the
name, age, business address and residence address of such nominee, (2) the
principal occupation or employment of such nominee, (3) the class and
number of shares of each class of capital stock of the corporation which are
owned of record and beneficially by such nominee, (4) the date or dates on
which such shares were acquired and the investment intent of such acquisition, (5) and
(6) such other information concerning such nominee as would be required to
be disclosed in a proxy statement soliciting proxies for the election of such
nominee as a director in an election contest (even if an election contest is
not involved), or that is otherwise required to be disclosed pursuant to Section 14
of the 1934 Act and the rules and regulations promulgated thereunder
(including such person’s written consent to being named as a nominee and to
serving as a director if elected); and (B) the information required by Section 5(b)(iv).
The corporation may require any proposed nominee to furnish such other
information as it may reasonably require to determine the eligibility of such
proposed nominee to serve as an independent director of the corporation or that
could be material to a reasonable stockholder’s understanding of the
independence, or lack thereof, of such proposed nominee.


 


(ii)                                Other than proposals sought to be
included in the corporation’s proxy materials pursuant to Rule 14(a)-8
under the 1934 Act, for business other than nominations for the election to the
Board of Directors to be properly brought before an annual meeting by a
stockholder pursuant to clause (iii) of Section 5(a) of these
Bylaws, the stockholder must deliver written notice to the Secretary at the
principal executive offices of the corporation on a timely basis as set forth
in Section 5(b)(iii), and must update and supplement such written notice
on a timely basis as set forth in Section 5(c).  Such stockholder’s notice shall set
forth:  (A) as to each matter such
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting, and any material interest (including any
anticipated benefit of such 


 


2

















 


business to any Proponent
(as defined below) other than solely as a result of its ownership of the
corporation’s capital stock, that is material to any Proponent individually, or
to the Proponents in the aggregate) in such business of any Proponent; and (B) the
information required by Section 5(b)(iv).


 


(iii)                            To be timely, the written notice required
by Section 5(b)(i) or 5(b)(ii) must be received by the Secretary
at the principal executive offices of the corporation not later than the close
of business on the ninetieth (90th)
day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding
year’s annual meeting; provided, however,
that, subject to the last sentence of this Section 5(b)(iii), in the event
that the date of the annual meeting is advanced more than thirty (30) days
prior to or delayed by more than thirty (30) days after the anniversary of the
preceding year’s annual meeting, notice by the stockholder to be timely must be
so received not earlier than the close of business on the one hundred twentieth
(120th) day prior to such annual meeting and
not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement
of the date of such meeting is first made. 
In no event shall an adjournment or a postponement of an annual meeting
for which notice has been given, or the public announcement thereof has been
made, commence a new time period for the giving of a stockholder’s notice as
described above.


 


(iv)                               The written notice required by Section 5(b)(i) or
5(b)(ii) shall also set forth, as of the date of the notice and as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (each, a “Proponent” and collectively, the “Proponents”):
(A) the name and address of each Proponent, as they appear on the
corporation’s books; (B) the class, series and number of shares of the
corporation that are owned beneficially and of record by each Proponent; (C) a
description of any agreement, arrangement or understanding (whether oral or in
writing) with respect to such nomination or proposal between or among any Proponent
and any of its affiliates or associates, and any others (including their names)
acting in concert, or otherwise under the agreement, arrangement or
understanding, with any of the foregoing; (D) a representation that the
Proponents are holders of record or beneficial owners, as the case may be, of
shares of the corporation entitled to vote at the meeting and intend to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice (with respect to a notice under Section 5(b)(i))
or to propose the business that is specified in the notice (with respect to a
notice under Section 5(b)(ii)); (E) a representation as to whether
the Proponents intend to deliver a proxy statement and form of proxy to holders
of a sufficient number of holders of the corporation’s voting shares to elect
such nominee or nominees (with respect to a notice under Section 5(b)(i))
or to carry such proposal (with respect to a notice under Section 5(b)(ii));
(F) to the extent known by any Proponent, the name and address of any
other stockholder supporting the proposal on the date of such stockholder’s
notice; and (G) a description of all Derivative Transactions (as
defined below) by each Proponent during the previous twelve (12) month period,
including the date of the transactions and the class, series and number of
securities involved in, and the material economic terms of, such Derivative
Transactions.


 


For purposes of Sections 5
and 6, a “Derivative Transaction” means any agreement, arrangement, interest or
understanding entered into by, or on behalf or for the benefit of, any
Proponent or any of its affiliates or associates, whether record or beneficial:


 


3

















 


(w)                               the value of which is derived in whole or
in part from the value of any class or series of shares or other securities of
the corporation,


 


(x)                                   which otherwise
provides any direct or indirect opportunity to gain or share in any gain
derived from a change in the value of securities of the corporation,


 


(y)                                 the effect or
intent of which is to mitigate loss, manage risk or benefit of security value
or price changes, or


 


(z)                                   which provides
the right to vote or increase or decrease the voting power of, such Proponent,
or any of its affiliates or associates, with respect to any securities of the
corporation,


 


which agreement,
arrangement, interest or understanding may include, without limitation, any
option, warrant, debt position, note, bond, convertible security, swap, stock
appreciation right, short position, profit interest, hedge, right to dividends,
voting agreement, performance-related fee or arrangement to borrow or lend
shares (whether or not subject to payment, settlement, exercise or conversion
in any such class or series), and any proportionate interest of such Proponent
in the securities of the corporation held by any general or limited
partnership, or any limited liability company, of which such Proponent is,
directly or indirectly, a general partner or managing member.


 


(c)                                  A stockholder providing written notice
required by Section 5(b)(i) or (ii) shall update and supplement
such notice in writing, if necessary, so that the information provided or
required to be provided in such notice is true and correct in all material
respects as of (i) the record date for the meeting and (ii) the date
that is five (5) business days prior to the meeting and, in the event of
any adjournment or postponement thereof, five (5) business days prior to
such adjourned or postponed meeting.  In
the case of an update and supplement pursuant to clause (i) of this Section 5(c),
such update and supplement shall be received by the Secretary at the principal
executive offices of the corporation not later than five (5) business days
after the record date for the meeting. 
In the case of an update and supplement pursuant to clause (ii) of
this Section 5(c), such update and supplement shall be received by the
Secretary at the principal executive offices of the corporation not later than
two (2) business days prior to the date for the meeting, and, in the event
of any adjournment or postponement thereof, two (2) business days prior to
such adjourned or postponed meeting.


 


(d)                                  Notwithstanding anything in Section 5(b)(iii) to
the contrary, in the event that the number of directors of the Board of
Directors of the corporation is increased and there is no public announcement
of the appointment of a director, or, if no appointment was made, of the
vacancy, made by the corporation at least ten (10) days before the last
day a stockholder may deliver a notice of nomination in accordance with Section 5(b)(iii),
a stockholder’s notice required by this Section 5 and which complies with
the requirements in Section 5(b)(i), other than the timing requirements in
Section 5(b)(iii), shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be
received by the Secretary at the principal executive offices of the corporation
not later than the close of business on the tenth (10th) day following the day
on which such public announcement is first made by the corporation.


 


4

















 


(e)                                  A person shall not be eligible for
election or re-election as a director unless the person is nominated either in
accordance with clause (ii) of Section 5(a), or in accordance with
clause (iii) of Section 5(a). 
Except as otherwise required by law, the chairman of the meeting shall
have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made, or proposed, as the case
may be, in accordance with the procedures set forth in these Bylaws and, if any
proposed nomination or business is not in compliance with these Bylaws, or the
Proponent does not act in accordance with the representations in Sections
5(b)(iv)(D) and 5(b)(iv)(E), to declare that such proposal or nomination
shall not be presented for stockholder action at the meeting and shall be
disregarded, notwithstanding that proxies in respect of such nominations or
such business may have been solicited or received.


 


(f)                                    Notwithstanding the foregoing provisions
of this Section 5, in order to include information with respect to a
stockholder proposal in the proxy statement and form of proxy for a stockholders’
meeting, a stockholder must also comply with all applicable requirements of the
1934 Act and the rules and regulations thereunder. Nothing in these Bylaws
shall be deemed to affect any rights of stockholders to request inclusion of
proposals in the corporation’s proxy statement pursuant to Rule 14a-8
under the 1934 Act; provided, however, that any references in these Bylaws to
the 1934 Act or the rules and regulations thereunder are not intended to
and shall not limit the requirements applicable to proposals and/or nominations
to be considered pursuant to Section 5(a)(iii) of these Bylaws.


 


(g)                                 For purposes of Sections 5 and 6,


 


(i)                                    “public announcement” shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the 1934 Act; and


 


(ii)                                “affiliates” and “associates” shall have
the meanings set forth in Rule 405 under the Securities Act of 1933, as
amended (the “1933 Act”).


 


Section 6.                                          Special Meetings.


 


(a)                                  Special meetings of the stockholders of
the corporation may be called, for any purpose as is a proper matter for
stockholder action under Delaware law, by (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer, or (iii) the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented to the
Board of Directors for adoption).


 


(b)                                  The Board of Directors shall determine
the time and place, if any, of such special meeting. Upon determination of the
time and place, if any, of the meeting, the Secretary shall cause a notice of
meeting to be given to the stockholders entitled to vote, in accordance with
the provisions of Section 7 of these Bylaws. No business may be transacted
at such special meeting otherwise than specified in the notice of meeting.


 


5
















 


(c)                                  Nominations of persons for election to
the Board of Directors may be made at a special meeting of stockholders at
which directors are to be elected (i) by or at the direction of the Board
of Directors or (ii) by any stockholder of the corporation who is a
stockholder of record at the time of giving notice provided for in this
paragraph, who shall be entitled to vote at the meeting and who delivers
written notice to the Secretary of the corporation setting forth the
information required by Section 5(b)(i). In the event the corporation
calls a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder of record may
nominate a person or persons (as the case may be), for election to such
position(s) as specified in the corporation’s notice of meeting, if
written notice setting forth the information required by Section 5(b)(i) of
these Bylaws shall be received by the Secretary at the principal executive
offices of the corporation not later than the close of business on the later of
the ninetieth (90th) day prior to such meeting or the tenth
(10th) day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.  The stockholder shall also update and
supplement such information as required under Section 5(c).  In no event shall an adjournment or a
postponement of a special meeting for which notice has been given, or the public
announcement thereof has been made, commence a new time period for the giving
of a stockholder’s notice as described above.


 


(d)                                  Notwithstanding the foregoing provisions
of this Section 6, a stockholder must also comply with all applicable
requirements of the 1934 Act and the rules and regulations thereunder with
respect to matters set forth in this Section 6. Nothing in these Bylaws
shall be deemed to affect any rights of stockholders to request inclusion of
proposals in the corporation’s proxy statement pursuant to Rule 14a-8
under the 1934 Act; provided, however, that
any references in these Bylaws to the 1934 Act or the rules and
regulations thereunder are not intended to and shall not limit the requirements
applicable to nominations for the election to the Board of Directors to be
considered pursuant to Section 6(c) of these Bylaws.


 


Section 7.                                          Notice Of Meetings. 
Except as otherwise provided by law, notice, given in writing or by
electronic transmission, of each meeting of stockholders shall be given not
less than ten (10) nor more than sixty (60) days before the date of the
meeting to each stockholder entitled to vote at such meeting, such notice to
specify the place, if any, date and hour, in the case of special meetings, the
purpose or purposes of the meeting, and the means of remote communications, if
any, by which stockholders and proxy holders may be deemed to be present in
person and vote at any such meeting.  If
mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at such stockholder’s address as it
appears on the records of the corporation. 
Notice of the time, place, if any, and purpose of any meeting of
stockholders may be waived in writing, signed by the person entitled to notice
thereof, or by electronic transmission by such person, either before or after
such meeting, and will be waived by any stockholder by his attendance thereat
in person, by remote communication, if applicable, or by proxy, except when the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. 
Any stockholder so waiving notice of such meeting shall be bound by the
proceedings of any such meeting in all respects as if due notice thereof had
been given.


 


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Section 8.                                          Quorum. 
At all meetings of stockholders, except where otherwise provided by
statute or by the Certificate of Incorporation, or by these Bylaws, the
presence, in person, by remote communication, if applicable, or by proxy duly
authorized, of the holders of a majority of the outstanding shares of stock
entitled to vote shall constitute a quorum for the transaction of business.  In the absence of a quorum, any meeting of
stockholders may be adjourned, from time to time, either by the chairman of the
meeting or by vote of the holders of a majority of the shares represented
thereat, but no other business shall be transacted at such meeting.  The stockholders present at a duly called or
convened meeting, at which a quorum is present, may continue to transact
business until adjournment, notwithstanding the withdrawal of enough stockholders
to leave less than a quorum.  Except as
otherwise provided by statute or by applicable stock exchange rules, or by the
Certificate of Incorporation or these Bylaws, in all matters other than the
election of directors, the affirmative vote of the majority of shares present
in person, by remote communication, if applicable, or represented by proxy at
the meeting and entitled to vote generally on the subject matter shall be the
act of the stockholders.  Except as
otherwise provided by statute, the Certificate of Incorporation or these
Bylaws, directors shall be elected by a plurality of the votes of the shares
present in person, by remote communication, if applicable, or represented by
proxy at the meeting and entitled to vote generally on the election of
directors.  Where a separate vote by a class
or classes or series is required, except where otherwise provided by the
statute or by the Certificate of Incorporation or these Bylaws, a majority of
the outstanding shares of such class or classes or series, present in person,
by remote communication, if applicable, or represented by proxy duly
authorized, shall constitute a quorum entitled to take action with respect to
that vote on that matter. Except where otherwise provided by statute or by the
Certificate of Incorporation or these Bylaws, the affirmative vote of the
majority (plurality, in the case of the election of directors) of shares of
such class or classes or series present in person, by remote communication, if
applicable, or represented by proxy at the meeting shall be the act of such class
or classes or series.


 


Section 9.                                          Adjournment And Notice Of
Adjourned Meetings.  Any meeting of stockholders, whether annual
or special, may be adjourned from time to time either by the chairman of the
meeting or by the vote of a majority of the shares present in person, by remote
communication, if applicable, or represented by proxy at the meeting.  When a meeting is adjourned to another time
or place, if any, notice need not be given of the adjourned meeting if the time
and place, if any, thereof are announced at the meeting at which the
adjournment is taken.  At the adjourned
meeting, the corporation may transact any business which might have been
transacted at the original meeting.  If
the adjournment is for more than thirty (30) days or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.


 


Section 10.                                   Voting Rights. 
For the purpose of determining those stockholders entitled to vote at
any meeting of the stockholders, except as otherwise provided by law, only
persons in whose names shares stand on the stock records of the corporation on
the record date, as provided in Section 12 of these Bylaws, shall be
entitled to vote at any meeting of stockholders.  Every person entitled to vote or execute
consents shall have the right to do so either in person, by remote
communication, if applicable, or by an agent or agents authorized by a proxy
granted in accordance with Delaware law. 
An agent so appointed need not be a stockholder.  No proxy shall be voted after three (3) years
from its date of creation unless the proxy provides for a longer period.


 


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Section 11.                                   Joint Owners Of Stock. 
If shares or other securities having voting power stand of record in the
names of two (2) or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety, or
otherwise, or if two (2) or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary is given written
notice to the contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided, their
acts with respect to voting shall have the following effect:  (a) if only one (1) votes, his act
binds all; (b) if more than one (1) votes, the act of the majority so
voting binds all; (c) if more than one (1) votes, but the vote is
evenly split on any particular matter, each faction may vote the securities in
question proportionally, or may apply to the Delaware Court of Chancery for
relief as provided in the DGCL, Section 217(b).  If the instrument filed with the Secretary
shows that any such tenancy is held in unequal interests, a majority or
even-split for the purpose of subsection (c) shall be a majority or
even-split in interest.


 


Section 12.                                   List Of Stockholders. 
The Secretary shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at said meeting, arranged in alphabetical order, showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting, (a) on
a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the
meeting, or (b) during ordinary business hours, at the principal place of
business of the corporation.  In the
event that the corporation determines to make the list available on an
electronic network, the corporation may take reasonable steps to ensure that
such information is available only to stockholders of the corporation.  The list shall be open to examination of any
stockholder during the time of the meeting as provided by law.


 


Section 13.                                   Action Without Meeting.


 


(a)                                  Unless otherwise provided in the
Certificate of Incorporation, any action required by statute to be taken at any
annual or special meeting of the stockholders, or any action which may be taken
at any annual or special meeting of the stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing, or
by electronic transmission setting forth the action so taken, shall be signed
by the holders of outstanding stock 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.


 


(b)                                  Every written consent or electronic
transmission shall bear the date of signature of each stockholder who signs the
consent, and no written consent or electronic transmission shall be effective
to take the corporate action referred to therein unless, within sixty (60) days
of the earliest dated consent delivered to the corporation in the manner herein
required, written consents or electronic transmissions signed by a sufficient
number of stockholders to take action are delivered to the corporation by
delivery to its registered office in the State of Delaware, its principal place
of business or an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation’s registered
office shall be by hand or by certified or registered mail, return receipt
requested.


 


8

















 


(c)                                  Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing or by
electronic transmission and who, if the action had been taken at a meeting,
would have been entitled to notice of the meeting if the record date for such
meeting had been the date that written consents signed by a sufficient number
of stockholders to take action were delivered to the corporation as provided in
Section 228 (c) of the DGCL. 
If the action which is consented to is such as would have required the
filing of a certificate under any section of the DGCL 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 consent has been given in
accordance with Section 228 of the DGCL.


 


(d)                                  A telegram, cablegram or other electronic
transmission consent to an action to be taken and transmitted by a stockholder
or proxyholder, or by a person or persons authorized to act for a stockholder
or proxyholder, shall be deemed to be written, signed and dated for the
purposes of this section, provided that any such telegram, cablegram or other
electronic transmission sets forth or is delivered with information from which
the corporation can determine (i) that the telegram, cablegram or other
electronic transmission was transmitted by the stockholder or proxyholder or by
a person or persons authorized to act for the stockholder or proxyholder and (ii) the
date on which such stockholder or proxyholder or authorized person or persons
transmitted such telegram, cablegram or electronic transmission.  The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed.  No consent
given by telegram, cablegram or other electronic transmission shall be deemed
to have been delivered until such consent is reproduced in paper form and until
such paper form shall be delivered to the corporation by delivery to its
registered office in the State of Delaware, its principal place of business or
an officer or agent of the corporation having custody of the book in which proceedings
of meetings of stockholders are recorded. 
Delivery made to a corporation’s registered office shall be made by hand
or by certified or registered mail, return receipt requested.  Notwithstanding the foregoing limitations on
delivery, consents given by telegram, cablegram or other electronic
transmission may be otherwise delivered to the principal place of business of
the corporation or to an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded if, to
the extent and in the manner provided by resolution of the board of directors
of the corporation.  Any copy, facsimile
or other reliable reproduction of a consent in writing may be substituted or
used in lieu of the original writing for any and all purposes for which the
original writing could be used, provided that such copy, facsimile or other
reproduction shall be a complete reproduction of the entire original in
writing.


 


Section 14.                                   Organization.


 


(a)                                  At every meeting of stockholders, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or
is absent, the President, or, if the President is absent, a chairman of the
meeting chosen by a majority in interest of the stockholders entitled to vote,
present in person or by proxy, shall act as chairman.  The Secretary, or, in his or her absence, an
Assistant Secretary directed to do so by the President, shall act as secretary
of the meeting.


 


9

















 


(b)                                  The Board of Directors of the corporation
shall be entitled to make such rules or regulations for the conduct of
meetings of stockholders as it shall deem necessary, appropriate or
convenient.  Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting
shall have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chairman, are
necessary, appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing an agenda or order of business for
the meeting, rules and procedures for maintaining order at the meeting and
the safety of those present, limitations on participation in such meeting to
stockholders of record of the corporation and their duly authorized and
constituted proxies and such other persons as the chairman shall permit,
restrictions on entry to the meeting after the time fixed for the commencement
thereof, limitations on the time allotted to questions or comments by
participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot.  The date and time of the opening and closing
of the polls for each matter upon which the stockholders will vote at the meeting
shall be announced at the meeting. 
Unless and to the extent determined by the Board of Directors or the
chairman of the meeting, meetings of stockholders shall not be required to be
held in accordance with rules of parliamentary procedure.


 


ARTICLE
IV



DIRECTORS


 


Section 15.                                   Number And Term Of Office. 
The authorized number of directors of the corporation shall be fixed in
accordance with the Certificate of Incorporation.  Directors need not be stockholders unless so
required by the Certificate of Incorporation. 
If for any cause, the directors shall not have been elected at an annual
meeting, they may be elected as soon thereafter as convenient at a special
meeting of the stockholders called for that purpose in the manner provided in
these Bylaws.


 


Section 16.                                   Powers. 
The powers of the corporation shall be exercised, its business conducted
and its property controlled by the Board of Directors, except as may be
otherwise provided by statute or by the Certificate of Incorporation.


 


Section 17.                                   Board of Directors. 
Subject to the rights of the holders of any series of Preferred Stock to
elect additional directors under specified circumstances, directors shall be
elected at each annual meeting of stockholders to serve until the next annual
meeting of stockholders.  Each director
shall serve until his successor is duly elected and qualified or until his
death, resignation or removal.  No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.


 


Section 18.                                   Vacancies.  Unless otherwise provided in the Certificate of
Incorporation, and subject to the rights of the holders of any series of
Preferred Stock, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors shall,
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by stockholders, be filled only
by the affirmative vote of a majority of the directors then in office, even
though less than a quorum of the Board of Directors, or by a 


 


10

















 


sole remaining
director, and not by the stockholders, provided, however, that whenever the
holders of any class or classes of stock or series thereof are entitled 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 shall, unless the Board of Directors determines by resolution
that any such vacancies or newly created directorships shall be filled by
stockholders, be filled by a majority of the directors elected by such class or
classes or series thereof then in office, or by a sole remaining director so
elected, and not by the stockholders. 
Any director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the director for which the vacancy
was created or occurred and until such director’s successor shall have been
elected and qualified.  A vacancy in the
Board of Directors shall be deemed to exist under this Bylaw in the case of the
death, removal or resignation of any director.


 


Section 19.                                   Resignation. 
Any director may resign at any time by delivering his or her notice in
writing or by electronic transmission to the Secretary, such resignation to
specify whether it will be effective at a particular time.  If no such specification is made, it shall be
deemed effective at the time of delivery to the Secretary.  When one or more directors shall resign from
the Board of Directors, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each Director so chosen
shall hold office for the unexpired portion of the term of the Director whose place
shall be vacated and until his successor shall have been duly elected and
qualified.


 


Section 20.                                   Removal. 
The Board of Directors or any individual director may be removed from
office at any time (a) with cause by the affirmative vote of the holders
of a majority of the voting power of all the then-outstanding shares of capital
stock of the corporation, entitled to vote generally at an election of
directors or (b) without cause by the affirmative vote of the holders of
at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all
the then-outstanding shares of the capital stock of the corporation entitled to
vote generally at an election of directors.


 


Section 21.                                   Meetings.


 


(a)                                  Regular Meetings. 
Unless otherwise restricted by the Certificate of Incorporation, regular
meetings of the Board of Directors may be held at any time or date and at any
place within or without the State of Delaware which has been designated by the
Board of Directors and publicized among all directors, either orally or in
writing, by telephone, including a voice-messaging system or other system
designed to record and communicate messages, facsimile, telegraph or telex, or
by electronic mail or other electronic means. 
No further notice shall be required for regular meetings of the Board of
Directors.


 


(b)                                  Special Meetings.  Unless otherwise restricted by the Certificate of
Incorporation, special meetings of the Board of Directors may be held at any
time and place within or without the State of Delaware whenever called by the
Chairman of the Board, the Chief Executive Officer or a majority of the
authorized number of directors.


 


(c)                                  Meetings by Electronic
Communications Equipment.  Any member of the Board of Directors, or
of any committee thereof, may participate in a meeting by means of 


 


11

















 


conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.


 


(d)                                  Notice of Special Meetings.  Notice of the time and place of all special meetings
of the Board of Directors shall be orally or in writing, by telephone,
including a voice messaging system or other system or technology designed to
record and communicate messages, facsimile, telegraph or telex, or by
electronic mail or other electronic means, during normal business hours, at
least twenty-four (24) hours before the date and time of the meeting. If notice
is sent by US mail, it shall be sent by first class mail, charges prepaid, at
least three (3) days before the date of the meeting.  Notice of any meeting may be waived in
writing, or by electronic transmission, at any time before or after the meeting
and will be waived by any director by attendance thereat, except when the
director attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.


 


(e)                                  Waiver of Notice.  The transaction of all business at any meeting of the
Board of Directors, or any committee thereof, however called or noticed, or
wherever held, shall be as valid as though it had been transacted at a meeting
duly held after regular call and notice, if a quorum be present and if, either
before or after the meeting, each of the directors not present who did not
receive notice shall sign a written waiver of notice or shall waive notice by
electronic transmission.  All such
waivers shall be filed with the corporate records or made a part of the minutes
of the meeting.


 


Section 22.                                   Quorum And Voting.


 


(a)                                  Unless the Certificate of Incorporation
requires a greater number, and except with respect to questions related to
indemnification arising under Section 43
for which a quorum shall be one-third of the exact number of directors fixed
from time to time, a quorum of the Board of Directors shall consist of a
majority of the exact number of directors fixed from time to time by the Board
of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting whether a quorum be
present or otherwise, a majority of the directors present may adjourn from time
to time until the time fixed for the next regular meeting of the Board of
Directors, without notice other than by announcement at the meeting.


 


(b)                                  At each meeting of the Board of Directors
at which a quorum is present, all questions and business shall be determined by
the affirmative vote of a majority of the directors present, unless a different
vote be required by law, the Certificate of Incorporation or these Bylaws.


 


Section 23.                                   Action Without Meeting. 
Unless otherwise restricted by the Certificate of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all members of the Board of Directors or committee, as the case may be,
consent thereto in writing or by electronic transmission, and such writing or
writings or transmission or transmissions are filed with the minutes of
proceedings of the Board of Directors or committee.  Such filing shall 


 


12

















 


be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.


 


Section 24.                                   Fees And Compensation. 
Directors shall be entitled to such compensation for their services as
may be approved by the Board of Directors, including, if so approved, by
resolution of the Board of Directors, a fixed sum and expenses of attendance,
if any, for attendance at each regular or special meeting of the Board of
Directors and at any meeting of a committee of the Board of Directors.  Nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity as
an officer, agent, employee, or otherwise and receiving compensation therefor.


 


Section 25.                                   Committees.


 


(a)                                  Executive Committee. 
The Board of Directors may appoint an Executive Committee to consist of
one (1) or more members of the Board of Directors.  The Executive Committee, to the extent
permitted by law and provided in the resolution of the Board of Directors shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in
reference to (i) approving or adopting, or recommending to the
stockholders, any action or matter (other than the election or removal of
directors) expressly required by the DGCL to be submitted to stockholders for
approval, or (ii) adopting, amending or repealing any bylaw of the
corporation.


 


(b)                                  Other Committees. 
The Board of Directors may, from time to time, appoint such other
committees as may be permitted by law. 
Such other committees appointed by the Board of Directors shall consist
of one (1) or more members of the Board of Directors and shall have such
powers and perform such duties as may be prescribed by the resolution or
resolutions creating such committees, but in no event shall any such committee
have the powers denied to the Executive Committee in these Bylaws.


 


(c)                                  Term. 
The Board of Directors, subject to any requirements of any outstanding
series of Preferred Stock and the provisions of subsections (a) or (b) of
this Section 25, may at any time increase or decrease the number of
members of a committee or terminate the existence of a committee.  The membership of a committee member shall
terminate on the date of his death or voluntary resignation from the committee
or from the Board of Directors.  The
Board of Directors may at any time for any reason remove any individual
committee member and the Board of Directors may fill any committee vacancy
created by death, resignation, removal or increase in the number of members of
the committee.  The Board of Directors
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee,
and, in addition, in the absence or disqualification of any member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.


 


13
















 


(d)                                  Meetings. 
Unless the Board of Directors shall otherwise provide, regular meetings
of the Executive Committee or any other committee appointed pursuant to this Section 25
shall be held at such times and places as are determined by the Board of
Directors, or by any such committee, and when notice thereof has been given to
each member of such committee, no further notice of such regular meetings need
be given thereafter.  Special meetings of
any such committee may be held at any place which has been determined from time
to time by such committee, and may be called by any Director who is a member of
such committee, upon notice to the members of such committee of the time and
place of such special meeting given in the manner provided for the giving of
notice to members of the Board of Directors of the time and place of special
meetings of the Board of Directors. 
Notice of any special meeting of any committee may be waived in writing
or by electronic transmission at any time before or after the meeting and will
be waived by any director by attendance thereat, except when the director
attends such special meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. 
Unless otherwise provided by the Board of Directors in the resolutions
authorizing the creation of the committee, a majority of the authorized number
of members of any such committee shall constitute a quorum for the transaction
of business, and the act of a majority of those present at any meeting at which
a quorum is present shall be the act of such committee.


 


Section 26.                                   Organization.  At every meeting of the directors, the Chairman of the
Board of Directors, or, if a Chairman has not been appointed or is absent, the
Chief Executive Officer (if a director), or, if a Chief Executive Officer is
absent, the President (if a director), or if the President is absent, the most
senior Vice President (if a director), or, in the absence of any such person, a
chairman of the meeting chosen by a majority of the directors present, shall
preside over the meeting.  The Secretary,
or in his absence, any Assistant Secretary or other officer or director
directed to do so by the President, shall act as secretary of the meeting.


 


ARTICLE V



OFFICERS


 


Section 27.                                   Officers Designated. 
The officers of the corporation shall include, if and when designated by
the Board of Directors, the Chief
Executive Officer, the President, one or more Vice Presidents, the
Secretary, the Chief Financial Officer and the Treasurer.  The Board of Directors may also appoint one
or more Assistant Secretaries and Assistant Treasurers and such other officers
and agents with such powers and duties as it shall deem necessary.  The Board of Directors may assign such
additional titles to one or more of the officers as it shall deem
appropriate.  Any one person may hold any
number of offices of the corporation at any one time unless specifically
prohibited therefrom by law.  The
salaries and other compensation of the officers of the corporation shall be
fixed by or in the manner designated by the Board of Directors.


 


Section 28.                                   Tenure And Duties Of Officers.


 


(a)                                  General. 
All officers shall hold office at the pleasure of the Board of Directors
and until their successors shall have been duly elected and qualified, unless
sooner removed.  Any officer elected or
appointed by the Board of Directors may be removed at any 


 


14

















 


time by the Board of Directors.  If the office of any officer becomes vacant
for any reason, the vacancy may be filled by the Board of Directors.


 


(b)                                  Duties of Chief
Executive Officer.  The Chief Executive Officer shall preside at
all meetings of the stockholders and at all meetings of the Board of Directors,
unless the Chairman of the Board of Directors has been appointed and is
present.  Unless another officer has been appointed Chief Executive Officer of the
corporation, the President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation. To the extent that a Chief Executive Officer  has been appointed and no President has been
appointed, all references in these Bylaws to the President shall be deemed
references to the Chief Executive Officer.  The Chief Executive Officer shall
perform other duties commonly incident to the office and shall also perform
such other duties and have such other powers, as the Board of Directors shall
designate from time to time.


 


(c)                                  Duties of President. 
The President shall preside at all meetings of the stockholders and at
all meetings of the Board of Directors, unless the Chairman of the Board of
Directors or the Chief Executive Officer has been appointed and is
present.  Unless another officer has been appointed Chief Executive Officer of the
corporation, the President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation.  The President shall perform other
duties commonly incident to the office and shall also perform such other duties
and have such other powers, as the Board of Directors shall designate from time
to time.


 


(d)                                  Duties of Vice Presidents. 
The Vice Presidents may assume and perform the duties of the President
in the absence or disability of the President or whenever the office of
President is vacant.  The Vice Presidents
shall perform other duties commonly incident to their office and shall also
perform such other duties and have such other powers as the Board of Directors
or the Chief Executive Officer, or, if the Chief Executive Officer has not been
appointed or is absent, the President shall designate from time to time.


 


(e)                                  Duties of Secretary. 
The Secretary shall attend all meetings of the stockholders and of the
Board of Directors and shall record all acts and proceedings thereof in the
minute book of the corporation.  The
Secretary shall give notice in conformity with these Bylaws of all meetings of
the stockholders and of all meetings of the Board of Directors and any committee
thereof requiring notice.  The Secretary
shall perform all other duties provided for in these Bylaws and other duties
commonly incident to the office and shall also perform such other duties and
have such other powers, as the Board of Directors shall designate from time to
time.  The President may direct any
Assistant Secretary or other officer to assume and perform the duties of the
Secretary in the absence or disability of the Secretary, and each Assistant
Secretary shall perform other duties commonly incident to the office and shall
also perform such other duties and have such other powers as the Board of
Directors or the President shall designate from time to time.


 


(f)                                    Duties of Chief Financial
Officer.  The Chief Financial Officer shall keep or
cause to be kept the books of account of the corporation in a thorough and
proper manner 


 


15

















 


and shall render statements of the financial affairs
of the corporation in such form and as often as required by the Board of
Directors or the President.  The Chief
Financial Officer, subject to the order of the Board of Directors, shall have
the custody of all funds and securities of the corporation.  The Chief Financial Officer shall perform
other duties commonly incident to the office and shall also perform such other
duties and have such other powers as the Board of Directors or the President
shall designate from time to time.  To
the extent that a Chief Financial Officer has been appointed and no Treasurer
has been appointed, all references in these Bylaws to the Treasurer shall be
deemed references to the Chief Financial Officer.  The President may direct the Treasurer, if
any, or any Assistant Treasurer, or the Controller or any Assistant Controller
to assume and perform the duties of the Chief Financial Officer in the absence
or disability of the Chief Financial Officer, and each Treasurer and Assistant
Treasurer and each Controller and Assistant Controller shall perform other
duties commonly incident to the office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time.  Duties of
Treasurer.


 


(g)                                 Duties of Treasurer. 
Unless another officer has been appointed Chief Financial Officer of the
corporation, the Treasurer shall be the chief financial officer of the
corporation and shall keep or cause to be kept the books of account of the
corporation in a thorough and proper manner and shall render statements of the
financial affairs of the corporation in such form and as often as required by
the Board of Directors or the President, and, subject to the order of the Board
of Directors, shall have the custody of all funds and securities of the
corporation.  The Treasurer shall perform
other duties commonly incident to the office and shall also perform such other
duties and have such other powers as the Board of Directors or the President
shall designate from time to time.


 


Section 29.                                   Delegation Of Authority. 
The Board of Directors may from time to time delegate the powers or duties
of any officer to any other officer or agent, notwithstanding any provision
hereof.


 


Section 30.                                   Resignations.  Any officer may resign at any time by giving notice in
writing or by electronic transmission to the Board of Directors or to the
President or to the Secretary.  Any such
resignation shall be effective when received by the person or persons to whom
such notice is given, unless a later time is specified therein, in which event
the resignation shall become effective at such later time.  Unless otherwise specified in such notice,
the acceptance of any such resignation shall not be necessary to make it
effective.  Any resignation shall be
without prejudice to the rights, if any, of the corporation under any contract
with the resigning officer.


 


Section 31.                                   Removal.  Any officer may be removed from office
at any time, either with or without cause, by the affirmative vote of a
majority of the directors in office at the time, or by the unanimous written
consent of the directors in office at the time, or by any committee or by the
Chief Executive Officer or by other superior officers upon whom such power of
removal may have been conferred by the Board of Directors.


 


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ARTICLE
VI




EXECUTION
OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION


 


Section 32.                                   Execution Of Corporate
Instruments.  The Board of Directors may, in its
discretion, determine the method and designate the signatory officer or
officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation.


 


All checks and drafts drawn on banks or other depositaries on funds to
the credit of the corporation or in special accounts of the corporation shall
be signed by such person or persons as the Board of Directors shall authorize
so to do.


 


Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.


 


Section 33.                                   Voting Of Securities Owned By The
Corporation.  All stock and other securities of other
corporations owned or held by the corporation for itself, or for other parties
in any capacity, shall be voted, and all proxies with respect thereto shall be
executed, by the person authorized so to do by resolution of the Board of
Directors, or, in the absence of such authorization, by the Chairman of the
Board of Directors, the Chief Executive Officer, the President, or any Vice
President.


 


ARTICLE
VII



SHARES OF STOCK


 


Section 34.                                   Form And Execution Of
Certificates.  The shares of the corporation shall be represented by certificates, or
shall be uncertificated if so provided by resolution or resolutions of the
Board of Directors.  Certificates for the
shares of stock, if any, shall be in such form
as is consistent with the Certificate of Incorporation and applicable
law.  Every holder of stock represented by certificate  in the corporation shall be
entitled to have a certificate signed by or in the name of the corporation by
the Chairman of the Board of Directors, or the President or any Vice President
and by the Treasurer or Assistant Treasurer or the Secretary or Assistant
Secretary, certifying the number of shares owned by him in the
corporation.  Any or all of the
signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who
has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued with the same effect as if he were such
officer, transfer agent, or registrar at the date of issue.


 


Section 35.                                   Lost Certificates.  A
new certificate or certificates shall be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed.  The corporation may require, as a condition


 


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precedent to the issuance of a new certificate or
certificates, the owner of such lost, stolen, or destroyed certificate or
certificates, or the owner’s legal representative, to agree to indemnify the
corporation in such manner as it shall require or to give the corporation a
surety bond in such form and amount as it may direct as indemnity against any
claim that may be made against the corporation with respect to the certificate
alleged to have been lost, stolen, or destroyed.


 


Section 36.                                   Transfers.


 


(a)                                  Transfers of record of shares of stock of
the corporation shall be made only upon its books by the holders thereof, in
person or by attorney duly authorized, and, in the case of stock represented by
certificate, upon the surrender of a properly endorsed certificate or
certificates for a like number of shares.


 


(b)                                  The corporation shall have power to enter
into and perform any agreement with any number of stockholders of any one or
more classes of stock of the corporation to restrict the transfer of shares of
stock of the corporation of any one or more classes owned by such stockholders
in any manner not prohibited by the DGCL.


 


Section 37.                                   Fixing Record Dates.


 


(a)                                  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, the Board of Directors may fix, in
advance, a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall, subject to applicable law, not be more than sixty (60)
nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of
Directors, 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 day next preceding the day on which notice is given, or if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held.  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.


 


(b)                                  In order that the corporation may
determine the stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which date shall not be more
than ten (10) days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors.  Any stockholder of record seeking to have the
stockholders authorize or take corporate action by written consent shall, by
written notice to the Secretary, request the Board of Directors to fix a record
date.  The Board of Directors shall
promptly, but in all events within ten (10) days after the date on which
such a request is received, adopt a resolution fixing the record date.  If no record date has been fixed by the Board
of Directors within ten (10) days of the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by applicable law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery


 


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to its registered office in the State of Delaware, its
principal place of business or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded.  Delivery made to the
corporation’s registered office shall be by hand or by certified or registered
mail, return receipt requested.  If no
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.


 


(c)                                  In order that the corporation may
determine the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders 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 record date shall not precede the date upon
which the resolution fixing the record date is adopted, and which record date
shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date
for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.


 


Section 38.                                   Registered Stockholders. 
The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.


 


ARTICLE
VIII



OTHER SECURITIES OF THE CORPORATION


 


Section 39.                                   Execution Of Other Securities. 
All bonds, debentures and other corporate securities of the corporation,
other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of
Directors, the President or any Vice President, or such other person as may be
authorized by the Board of Directors, and the corporate seal impressed thereon
or a facsimile of such seal imprinted thereon and attested by the signature of
the Secretary or an Assistant Secretary, or the Chief Financial Officer or
Treasurer or an Assistant Treasurer; provided, however,
that where any such bond, debenture or other corporate security shall be
authenticated by the manual signature, or where permissible facsimile
signature, of a trustee under an indenture pursuant to which such bond,
debenture or other corporate security shall be issued, the signatures of the
persons signing and attesting the corporate seal on such bond, debenture or
other corporate security may be the imprinted facsimile of the signatures of
such persons.  Interest coupons
appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may be
authorized by the Board of Directors, or bear imprinted thereon the facsimile
signature of such person.  In case any
officer who shall have signed or attested any bond, debenture or other
corporate security, or whose facsimile signature shall appear thereon or on any
such interest coupon, shall have ceased to be such officer before the bond,
debenture or other corporate security so signed or attested shall


 


19

















 


have been delivered, such bond, debenture or other
corporate security nevertheless may be adopted by the corporation and issued
and delivered as though the person who signed the same or whose facsimile
signature shall have been used thereon had not ceased to be such officer of the
corporation.


 


ARTICLE
IX



DIVIDENDS


 


Section 40.                                   Declaration Of Dividends.  Dividends upon the capital stock of the corporation,
subject to the provisions of the Certificate of Incorporation and applicable
law, if any, may be declared by the Board of Directors pursuant to law at any
regular or special meeting.  Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the Certificate of Incorporation and applicable law.


 


Section 41.                                   Dividend Reserve.  Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums as
the Board of Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interests of the corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.


 


ARTICLE X



FISCAL YEAR


 


Section 42.                                   Fiscal Year.  The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.


 


ARTICLE
XI



INDEMNIFICATION


 


Section 43.                                   Indemnification Of Directors,
Officers, Employees And Other Agents.


 


(a)                                  Directors and officers. The corporation shall indemnify its directors and
officers to the fullest extent not prohibited by the DGCL or any other
applicable law; provided, however, that the
corporation may modify the extent of such indemnification by individual
contracts with its directors and officers; and, provided,
further, that the corporation shall not be required to indemnify any
director or officer in connection with any proceeding (or part thereof)
initiated by such person unless (i) such indemnification is expressly
required to be made by law, (ii) the proceeding was authorized by the
Board of Directors of the corporation, (iii) such indemnification is
provided by the corporation, in its sole discretion, pursuant to the powers
vested in the corporation under the DGCL or any other applicable law or (iv) such
indemnification is required to be made under subsection (d).


 


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(b)                                  Employees and Other Agents.  The corporation shall have power to indemnify its
employees and other agents as set forth in the DGCL or any other applicable
law.  The Board of Directors shall have
the power to delegate the determination of whether indemnification shall be
given to any such person to such officers or other persons as the Board of
Directors shall determine.


 


(c)                                  Expenses. 
The corporation shall advance to any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or executive officer of another corporation, partnership, joint
venture, trust or other enterprise, prior to the final disposition of the
proceeding, promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding provided, however, that
if the DGCL requires, an advancement of expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be made only
upon delivery to the corporation of an undertaking (hereinafter an “undertaking”),
by or on behalf of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision from which there is
no further right to appeal (hereinafter a “final adjudication”) that such
indemnitee is not entitled to be indemnified for such expenses under this section or otherwise.


 


Notwithstanding the foregoing, unless otherwise determined pursuant to
paragraph (e) of this section,
no advance shall be made by the corporation to an officer of the corporation
(except by reason of the fact that such officer is or was a director of the
corporation in which event this paragraph shall not apply) in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, if a
determination is reasonably and promptly made (i) by a majority vote of
directors who were not parties to the proceeding, even if not a quorum, or (ii) by
a committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (iii) if there are no such directors,
or such directors so direct, by independent legal counsel in a written opinion,
that the facts known to the decision-making party at the time such
determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation.


 


(d)                                  Enforcement.  Without the necessity of entering into an express
contract, all rights to indemnification and advances to directors and officers
under this Bylaw shall be deemed to be contractual rights and be effective to
the same extent and as if provided for in a contract between the corporation
and the director or officer. Any right to indemnification or advances granted
by this section to a director or officer shall be enforceable by or on behalf
of the person holding such right in any court of competent jurisdiction if (i) the
claim for indemnification or advances is denied, in whole or in part, or (ii) no
disposition of such claim is made within ninety (90) days of request therefor.
To the extent permitted by law, the claimant in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting the claim. In connection with any claim for indemnification, the
corporation shall be entitled to raise as a defense to any such action that the
claimant has not met the standards of conduct that make it permissible under
the DGCL or any other applicable law


 


21

















 


for the corporation to indemnify the claimant for the
amount claimed. In connection with any claim by an officer of the corporation
(except in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such executive
officer is or was a director of the corporation) for advances, the corporation
shall be entitled to raise a defense as to any such action clear and convincing
evidence that such person acted in bad faith or in a manner that such person
did not believe to be in or not opposed to the best interests of the
corporation, or with respect to any criminal action or proceeding that such
person acted without reasonable cause to believe that his conduct was lawful.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant
is proper in the circumstances because he has met the applicable standard of
conduct set forth in the DGCL or any other applicable law, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that claimant has not met the applicable standard of conduct. In
any suit brought by a director or officer to enforce a right to indemnification
or to an advancement of expenses hereunder, the burden of proving that the
director or officer is not entitled to be indemnified, or to such advancement of
expenses, under this section or otherwise shall be on the corporation.


 


(e)                                  Non-Exclusivity of Rights.  The rights conferred on any person by this Bylaw shall
not be exclusive of any other right which such person may have or hereafter
acquire under any applicable statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office.  The corporation is specifically authorized to
enter into individual contracts with any or all of its directors, officers,
employees or agents respecting indemnification and advances, to the fullest
extent not prohibited by the DGCL, or by any other applicable law.


 


(f)                                    Survival of Rights.  The rights conferred on any person by this Bylaw shall
continue as to a person who has ceased to be a director, officer, employee or
other agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.


 


(g)                                 Insurance.  To the fullest extent permitted by the DGCL or any
other applicable law, the corporation, upon approval by the Board of Directors,
may purchase insurance on behalf of any person required or permitted to be
indemnified pursuant to this section.


 


(h)                                 Amendments.  Any repeal or modification of this section shall only be prospective and
shall not affect the rights under this Bylaw in effect at the time of the
alleged occurrence of any action or omission to act that is the cause of any
proceeding against any agent of the corporation.


 


(i)                                    Saving Clause.  If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and officer to the full
extent not prohibited by any applicable portion of this section that shall not have been invalidated, or by any other
applicable law.  If this section shall be invalid due to the
application of the indemnification provisions of another jurisdiction,


 


22

















 


then the corporation shall indemnify each director and
officer to the full extent under any other applicable law.


 


(j)                                    Certain Definitions.  For the purposes of this Bylaw, the following definitions
shall apply:


 


(i)                                    The term “proceeding” shall be broadly
construed and shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement, arbitration and appeal of, and
the giving of testimony in, any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative.


 


(ii)                                The term “expenses” shall be broadly
construed and shall include, without limitation, court costs, attorneys’ fees,
witness fees, fines, amounts paid in settlement or judgment and any other costs
and expenses of any nature or kind incurred in connection with any proceeding.


 


(iii)                            The term the “corporation” 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 its separate 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, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this section with respect to the resulting or surviving corporation as
he would have with respect to such constituent corporation if its separate
existence had continued.


 


(iv)                             References to a “director,” “executive
officer,” “officer,” “employee,” or “agent” of the corporation shall include,
without limitation, situations where such person is serving at the request of
the corporation as, respectively, a director, executive officer, officer,
employee, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise.


 


(v)                                 References to “other enterprises” shall
include employee benefit plans; references to “fines” shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to “serving at the request of the corporation” shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner “not
opposed to the best interests of the corporation” as referred to in this section.


 


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ARTICLE
XII



NOTICES


 


Section 44.                                   Notices.


 


(a)                                  Notice To Stockholders. Written notice to stockholders of
stockholder meetings shall be given as provided in Section 7 herein.  Without limiting the manner by which notice
may otherwise be given effectively to stockholders under any agreement or
contract with such stockholder, and except as otherwise required by law,
written notice to stockholders for purposes other than stockholder meetings may
be sent by US mail or nationally recognized overnight courier, or by facsimile,
telegraph or telex or by electronic mail or other electronic means.


 


(b)                                  Notice To Directors.  Any notice required to be given to any director may be
given by the method stated in subsection (a), as otherwise provided in
these Bylaws, or by overnight delivery service, facsimile, telex or telegram,
except that such notice other than one which is delivered personally shall be
sent to such address as such director shall have filed in writing with the
Secretary, or, in the absence of such filing, to the last known post office
address of such director.


 


(c)                                  Affidavit Of Mailing.  An affidavit of mailing, executed by a duly authorized
and competent employee of the corporation or its transfer agent appointed with
respect to the class of stock affected, or other agent, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
director or directors, to whom any such notice or notices was or were given,
and the time and method of giving the same, shall in the absence of fraud, be
prima facie evidence of the facts therein contained.


 


(d)                                  Methods of Notice.  It shall not be necessary that the same method of
giving notice be employed in respect of all recipients of notice, but one
permissible method may be employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of any other or
others.


 


(e)                                  Notice To Person With Whom
Communication Is Unlawful.  Whenever notice is required to be given,
under any provision of law or of the Certificate of Incorporation or Bylaws of
the corporation, to any person with whom communication is unlawful, the giving
of such notice to such person shall not be required and there shall be no duty
to apply to any governmental authority or agency for a license or permit to
give such notice to such person.  Any
action or meeting which shall be taken or held without notice to any such
person with whom communication is unlawful shall have the same force and effect
as if such notice had been duly given. 
In the event that the action taken by the corporation is such as to
require the filing of a certificate under any provision of the DGCL, the
certificate shall state, if such is the fact and if notice is required, that
notice was given to all persons entitled to receive notice except such persons
with whom communication is unlawful.


 


(f)                                    Notice to Stockholders
Sharing an Address.  Except as otherwise prohibited under
DGCL, any notice given under the provisions of DGCL, the Certificate of 


 


24

















 


Incorporation or the Bylaws shall be effective if
given by a single written notice to stockholders who share an address if
consented to by the stockholders at that address to whom such notice is given.
Such consent shall have been deemed to have been given if such stockholder
fails to object in writing to the corporation within sixty (60) days of having
been given notice by the corporation of its intention to send the single
notice. Any consent shall be revocable by the stockholder by written notice to
the corporation.


 


ARTICLE
XIII



AMENDMENTS


 


Section 45.                                    Subject to the limitations set forth in Section 43(h) of
these Bylaws or the provisions of the Certificate of Incorporation, the Board
of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the
corporation. Any adoption, amendment or repeal of the Bylaws of the corporation
by the Board of Directors shall require the approval of a majority of the
authorized number of directors. The stockholders also shall have power to
adopt, amend or repeal the Bylaws of the corporation; provided, however, that,
in addition to any vote of the holders of any class or series of stock of the
corporation required by law or by the Certificate of Incorporation, such action
by stockholders shall require the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the
then-outstanding shares of the capital stock of the corporation entitled to
vote generally in the election of directors, voting together as a single class.


 


ARTICLE
XIV



LOANS TO OFFICERS


 


Section 46.                                   Loans To Officers.  Except as otherwise prohibited by applicable
law, the corporation
may lend money to, or guarantee any obligation of, or otherwise assist any
officer or other employee of the corporation or of its subsidiaries, including
any officer or employee who is a director of the corporation or its
subsidiaries, whenever, in the judgment of the Board of Directors, such loan,
guarantee or assistance may reasonably be expected to benefit the corporation.  The loan, guarantee or other assistance may
be with or without interest and may be unsecured, or secured in such manner as
the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the corporation. 
Nothing in these Bylaws shall be deemed to deny, limit or restrict the
powers of guaranty or warranty of the corporation at common law or under any
statute.


 


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