**EXHIBIT 3.2**

 

**BYLAWS**

 

**OF**

 

**TRUETT-HURST, INC.**

 

 

**a Delaware Corporation**

 

 

  

**TABLE OF CONTENTS**

 

 

 

 

**TABLE OF CONTENTS**

(continued)

 

 

 

 

**BYLAWS**

 

**OF**

 

**TRUETT-HURST, INC.**

 

 

**ARTICLE 1**

 

**OFFICES**

 

**Section 1.1          Registered Office.**

 

The registered office of the Corporation inthe State of Delaware shall be set forth in the Certificate of Incorporation of the Corporation.

 

**Section 1.2          OtherOffices.**

 

The Corporation may also have offices at suchother places, either within or without the State of Delaware, as the Board of Directors may from time to time determine or thebusiness of the Corporation may require.

 

**ARTICLE 2**

 

**STOCKHOLDERS’ MEETINGS**

 

**Section 2.1          Placeof Meetings.**

 

(a)          Meetingsof stockholders may be held at such place, either within or without the State of Delaware, as may be designated by or in the mannerprovided in these Bylaws or, if not so designated, as determined 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 remotecommunication as authorized by paragraph (b) of this Section 2.1.

 

(b)          Ifauthorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directorsmay adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

 

(1)           Participatein a meeting of stockholders; and

 

(2)           Bedeemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solelyby means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each persondeemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (B) the Corporationshall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in themeeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meetingsubstantially concurrently with such proceedings, and (C) if any stockholder or proxyholder votes or takes other action at themeeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

 

 

  

(c)          Forpurposes of these Bylaws, “remote communication” shall include (1) telephone or other voice communications and(2) electronic mail or other form of written or visual electronic communications satisfying the requirements of Section 2.11(b).

 

**Section 2.2          AnnualMeetings.**

 

The annual meetings of the stockholders of theCorporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be heldon such date and at such time as may be designated from time to time by the Board of Directors.

 

**Section 2.3          SpecialMeetings.**

 

Special meetings of the stockholders of theCorporation may be called, for any purpose or purposes, by the Chairman of the Board or the President or the Board of Directorsat any time.  Upon written request of any stockholder or stockholders holding in the aggregate one-fifth of the votingpower of all stockholders delivered in person or sent by registered mail to the Chairman of the Board, President or Secretary ofthe Corporation, the Secretary shall call a special meeting of stockholders to be held as provided in Section 2.1 at such timeas the Secretary may fix, such meeting to be held not less than 10 nor more than 60 days after the receipt of such request, andif the Secretary shall neglect or refuse to call such meeting within seven days after the receipt of such request, the stockholdermaking such request may do so.  Only such business shall be brought before a special meeting of stockholders as shallhave been specified in the notice of such meeting.

 

**Section 2.4          Noticeof Meetings.**

 

(a)          Exceptas otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders, specifying theplace, if any, date and hour and purpose or purposes of the meeting, and the means of remote communication, if any, by which stockholdersand proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholdersentitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to noticeof the meeting, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitledto vote thereat, directed to his address as it appears upon the books of the Corporation; except that where the matter to be actedon is a merger or consolidation of the Corporation or a sale, lease or exchange of all or substantially all of its assets, suchnotice shall be given not less than 20 nor more than 60 days prior to such meeting.  If the Board of Directors fixesa date for determining the stockholders entitled to notice of a meeting of stockholders, such date shall also be the record datefor determining the stockholders entitled to vote at such meeting, unless the Board of Directors determines, at the time it fixessuch record date, that a later date on or before the date of the meeting shall be the date for making such determination.

 

 

  

(b)          Ifat any meeting action is proposed to be taken which, if taken, would entitle stockholders fulfilling the requirements of Section 262(d)of the Delaware General Corporation Law to an appraisal of the fair value of their shares, the notice of such meeting shall containa statement to that effect and shall be accompanied by a copy of that statutory section.

 

(c)          Whena meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any,thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in personand vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken unless the adjournment is formore than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a noticeof the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting; provided, however, thatthe Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, andin such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlierdate as that fixed for determination of stockholders entitled to vote at the adjourned meeting.

 

(d)          Noticeof the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and,to the extent permitted by law, will be waived by any stockholder by his attendance thereat, in person or by proxy.

 

(e)          Withoutlimiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by theCorporation under any provision of Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws shall beeffective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given.  Anysuch consent shall be revocable by the stockholder by written notice to the Corporation.  Any such consent shall be deemedrevoked if (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporationin accordance with such consent, and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporationor to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treatsuch inability as a revocation shall not invalidate any meeting or other action.  Notice given pursuant to this subparagraph(e) shall be deemed given:  (1) if by facsimile telecommunication, when directed to a number at which the stockholderhas consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholderhas consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholderof such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any otherform of electronic transmission, when directed to the stockholder.  An affidavit of the Secretary or an Assistant Secretaryor of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmissionshall, in the absence of fraud, be prima facie evidence of the facts stated therein.  For purposes of these Bylaws, “electronictransmission” means any form of communication, not directly involving the physical transmission of paper, that creates arecord that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form bysuch a recipient through an automated process.

 

 

  

**Section 2.5          Quorumand Voting.**

 

(a)          Atall meetings of stockholders except where otherwise provided by law, the Certificate of Incorporation or these Bylaws, the presence,in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitutea quorum for the transaction of business.  Shares, the voting of which at said meeting have been enjoined, or which forany reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at said meeting.  Inthe absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majorityof the shares represented thereat, but no other business shall be transacted at such meeting.  At such adjourned meetingat which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting.  Thestockholders present at a duly called or convened meeting at which a quorum is present may continue to transact business untiladjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

 

(b)          Exceptas otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority ofthe votes cast on a matter affirmatively or negatively shall be valid and binding upon the Corporation.  For purposesof these Bylaws, a share present at a meeting, but for which there is an abstention or as to which a stockholder gives no authorityor direction as to a particular proposal or director nominee, shall be counted as present for the purpose of establishing a quorumbut shall not be counted as a vote cast.

 

**Section 2.6          VotingRights.**

 

(a)          Exceptas otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the Corporationon the record date for determining the stockholders entitled to vote at said meeting shall be entitled to vote at such meeting.  Sharesstanding in the names of two or more persons shall be voted or represented in accordance with the determination of the majorityof such persons, or, if only one of such persons is present in person or represented by proxy, such person shall have the rightto vote such shares and such shares shall be deemed to be represented for the purpose of determining a quorum.

 

(b)          Everyperson entitled to vote or to execute consents shall have the right to do so either in person or by an agent or agents authorizedby a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary of the Corporationat or before the meeting at which it is to be used.  Said proxy so appointed need not be a stockholder.  Noproxy shall be voted on after three (3) years from its date unless the proxy provides for a longer period.  Unless anduntil voted, every proxy shall be revocable at the pleasure of the person who executed it or of his legal representatives or assigns,except in those cases where an irrevocable proxy permitted by statute has been given.

 

 

  

(c)          Withoutlimiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to subsection(b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:

 

(1)           Astockholder may execute a writing authorizing another person or persons to act for him as proxy.  Execution may be accomplishedby the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signatureto be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

 

(2)           Astockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission ofan electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support serviceorganization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, providedthat any such transmission must either set forth or be submitted with information from which it can be determined that the transmissionwas authorized by the stockholder.  Such authorization can be established by the signature of the stockholder on theproxy, either in writing or by a signature stamp or facsimile signature, or by a number or symbol from which the identity of thestockholder can be determined, or by any other procedure deemed appropriate by the inspectors or other persons making the determinationas to due authorization.

 

If it is determined that such transmissions are valid, the inspectorsor, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

 

(d)          Anycopy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to subsection(c) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for whichthe original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproductionshall be a complete reproduction of the entire original writing or transmission.

 

**Section 2.7          VotingProcedures and Inspectors of Elections.**

 

(a)          TheCorporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a writtenreport thereof.  The Corporation may designate one or more persons as alternate inspectors to replace any inspector whofails to act.  If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at themeeting shall appoint one or more inspectors to act at the meeting.  Each inspector, before entering upon the dischargeof his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and accordingto the best of his ability.

 

(b)          Theinspectors shall (i) ascertain the number of shares outstanding and the voting power of each, (ii) determine the shares representedat a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain fora reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certifytheir determination of the number of shares represented at the meeting and their count of all votes and ballots.  Theinspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

 

 

  

(c)          Thedate and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shallbe announced at the meeting.  No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be acceptedby the inspectors after the closing of the polls unless the Court of Chancery shall determine otherwise upon application by a stockholder.

 

(d)          Indetermining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies,any envelopes submitted with those proxies, any information provided in accordance with Sections 211(e) or 212(c)(2) of the DelawareGeneral Corporation Law, or any information provided pursuant to Section 211(a)(2)(B)(i) or (iii) thereof, ballots and the regularbooks and records of the Corporation, except that the inspectors may consider other reliable information for the limited purposeof reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which representmore votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record.  Ifthe inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they maketheir certification pursuant to subsection (b)(v) of this section shall specify the precise information considered by them includingthe person or persons from whom they obtained the information, when the information was obtained, the means by which the informationwas obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

 

**Section 2.8          Listof Stockholders.**

 

The officer who has charge of the stock ledgerof the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholdersentitled to vote at said meeting, (or, if  the record date for determining the stockholders entitled to vote is lessthan 10 days before the meeting date, the list shall reflect the stockholders entitled to vote on the tenth day before the meetingdate), arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder.  TheCorporation need not include electronic mail addresses or other electronic contact information on such list.  Such listshall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days priorto the meeting:  (i) on a reasonably accessible electronic network, provided that the information required to gainaccess to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal placeof business of the Corporation.  In the event that the Corporation determines to make the list available on an electronicnetwork, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.  Ifthe meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during thewhole time thereof, and may be inspected by any stockholder who is present.  If the meeting is to be held solely by meansof remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meetingon a reasonably accessible electronic network, and the information required to access such list shall be provided with the noticeof the meeting.

 

 

  

**Section 2.9          StockholderProposals at Annual Meetings.**

 

At an annual meeting of the stockholders, onlysuch business shall be conducted as shall have been properly brought before the meeting.  To be properly brought beforean annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the directionof the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors,or (iii) otherwise properly brought before the meeting by a stockholder.  The foregoing clause (iii) shall be the exclusivemeans for a stockholder to propose business (other than business included in the Corporation’s proxy materials pursuant toRule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at an annual meeting of stockholders.

 

In addition to any other applicable requirementsfor business to be properly brought before an annual meeting by a stockholder, whether or not the stockholder is seeking to havea proposal included in the Corporation’s proxy statement or information statement under Rule 14a-8 under the Exchange Act,the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation.  To be timely,in the case of a stockholder seeking to have a proposal included in the Corporation’s proxy statement or information statement,a stockholder’s notice must be delivered to the Secretary at the Corporation’s principal executive offices not lessthan 120 days or more than 180 days prior to the first anniversary of the date on which the Corporation first mailed its proxymaterials (or, in the absence of proxy materials, its notice of meeting) for the previous year’s annual meeting of stockholders.  However,if the Corporation did not hold an annual meeting the previous year, or if the date of the annual meeting is advanced more than30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, then to betimely, notice by the stockholder must be delivered to the Secretary at the Corporation’s principal executive offices notlater than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 15th dayfollowing the day on which public announcement of the date of such meeting is first made.  If the stockholder is notseeking inclusion of the proposal in the Corporation’s proxy statement or information statement, timely notice consists ofa stockholder’s notice delivered to or mailed and received at the principal executive offices of the Corporation not lessthan 90 days prior to the date of the annual meeting.  In no event shall any adjournment or postponement of an annualmeeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.  Otherthan with respect to stockholder proposals relating to director nomination(s), which requirements are set forth in Section 2.10below, a stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring beforethe annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasonsfor conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business,(iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder, (iv) any materialinterest of the stockholder in such business, (v) as to the stockholder giving the notice and any Stockholder Associated Person(as defined below) or any member of such stockholder’s immediate family sharing the same household, whether and the extentto which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement,arrangement or understanding (including, but not limited to, any short position or any borrowing or lending of shares of stock)has been made, the effect or intent of which is to mitigate loss or increase profit to or manage the risk or benefit of stock pricechanges for, or to increase or decrease the voting power of, such stockholder, such Stockholder Associated Person or family memberwith respect to any share of stock of the Corporation (each, a “Relevant Hedge Transaction”), and (vi) as to thestockholder giving the notice and any Stockholder Associated Person or any member of such stockholder’s immediate familysharing the same household, to the extent not set forth pursuant to the immediately preceding clause, (a) whether and theextent to which such stockholder, Stockholder Associated Person or family member has direct or indirect beneficial ownership ofany option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilegeor a settlement payment or mechanism at a price related to any class or series of shares of the Corporation, whether or not suchinstrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise,or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the valueof shares of the Corporation (a “Derivative Instrument”), (b) any rights to dividends on the shares of the Corporationowned beneficially by such stockholder, Stockholder Associated Person or family member that are separated or separable from theunderlying shares of the Corporation, (c) any proportionate interest in shares of the Corporation or Derivative Instrumentsheld, directly or indirectly, by a general or limited partnership in which such stockholder, Stockholder Associated Person or familymember is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (d) any performance-relatedfees (other than an asset-based fee) that such stockholder, Stockholder Associated Person or family member is entitled to basedon any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of suchnotice (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days afterthe record date for the meeting to disclose such ownership as of the record date).

 

 

  

For purposes of this Section 2.9 and Section2.10, “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling or controlled by,directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Corporationowned of record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control withsuch Stockholder Associated Person.

 

Notwithstanding anything in the Bylaws to thecontrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in Section 2.1and this Section 2.9, provided, however, that nothing in this Section 2.9 shall be deemed to preclude discussion by anystockholder of any business properly brought before the annual meeting in accordance with said procedure.

 

The chairman of an annual meeting shall, ifthe facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordancewith the provisions of Section 2.1 and this Section 2.9, and if he should so determine he shall so declare to the meeting,and any such business not properly brought before the meeting shall not be transacted.

 

Nothing in this Section 2.9 shall affectthe right of a stockholder to request inclusion of a proposal in the Corporation’s proxy statement or information statementpursuant to Rule 14a-8 under the Exchange Act.

 

 

  

**Section 2.10        Nominationsof Persons for Election to the Board of Directors.**

 

In addition to any other applicable requirements,only persons who are nominated in accordance with the following procedures shall be eligible for election as directors.  Nominationsof persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (i) pursuant to theCorporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii)by or at the direction of the Board of Directors, or by any nominating committee or person appointed by the Board of Directorsor (iii) by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies withthe notice procedures set forth in this Section 2.10.  The foregoing clause (iii) shall be the exclusive means fora stockholder to make nominations at a meeting of stockholders, whether or not the stockholder is seeking to have a proposal includedin the Corporation’s proxy statement or information statement under an applicable rule of the Securities and Exchange Commission(the “SEC”).  A stockholder who complies with the notice procedures set forth in this Section 2.10 is permittedto present the nomination at the meeting of stockholders but is not entitled to have a nominee included in the Corporation’sproxy statement in the absence of an applicable rule of the SEC requiring the Corporation to include a director nomination madeby a stockholder in the Corporation’s proxy statement or information statement.

 

Such nominations, other than those made by orat the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation.  Tobe timely, notice by the stockholder must be delivered to the Secretary at the Corporation’s principal executive officesnot later than 90 days prior to the date of the annual meeting.  In no event shall any adjournment or postponement ofan annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as describedabove.  The stockholder’s notice relating to director nomination(s) shall set forth (a) as to each personwhom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address andresidence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and numberof shares of the Corporation which are beneficially owned by the person, (iv) a statement whether such person, if elected, intendsto tender a resignation effective upon such person’s failure to receive the required vote for re-election at the next meetingat which such person would face re-election and upon acceptance of such resignation by the Board of Directors, in accordance withthese Bylaws, and (v) any other information relating to the person that is required to be disclosed in solicitations for proxiesfor election of directors pursuant to Regulation 14A under the Exchange Act; (b) as to the stockholder giving the notice,(i) the name and record address of the stockholder, and (ii) the class and number of shares of the Corporation whichare beneficially owned by the stockholder; (c) as to the stockholder giving the notice and any Stockholder Associated Person(as defined in Section 2.9), to the extent not set forth pursuant to the immediately preceding clause, whether and the extent towhich any Relevant Hedge Transaction (as defined in Section 2.9) has been entered into, and (d) as to the stockholder givingthe notice and any Stockholder Associated Person, (1) whether and the extent to which any Derivative Instrument (as definedin Section 2.9) is directly or indirectly beneficially owned, (2) any rights to dividends on the shares of the Corporationowned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (3) anyproportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limitedpartnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a generalpartner and (4) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based onany increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice,including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household(which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the recorddate for the meeting to disclose such ownership as of the record date).  The Corporation may require any proposed nomineeto furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposednominee to serve as a director of the Corporation.  The stockholder giving such notice shall indemnify the Corporationin respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating stockholderin connection with the nomination, as provided by Section 112(5) of the Delaware General Corporation Law.  No personshall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein.  Theseprovisions shall not apply to nomination of any persons entitled to be separately elected by holders of Preferred Stock, if any.

 

 

  

The chairman of the meeting shall, if the factswarrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and ifhe should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

 

**Section 2.11         ActionWithout Meeting.**

 

(a)          Subjectto the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholdersof the Corporation may be effected at a duly called annual or special meeting of the stockholders of the Corporation.  Anyaction required or permitted to be taken by the stockholders of the Corporation may be taken without a meeting, without prior noticeand without a vote, if a consent or consents in writing, setting forth the action to be taken, are signed by the holders of outstandingstock having not less than the minimum number of votes necessary to authorize such action.

 

(b)          Tobe effective, a written consent must be delivered to the Corporation by delivery to its registered office in Delaware, its principalplace of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholdersare recorded.  Delivery made to a Corporation’s registered office shall be by hand or by certified or registeredmail, return receipt requested.  Every written consent shall bear the date of signature of each stockholder who signsthe consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 daysof the earliest dated consent delivered in the manner required by this section to the Corporation, written consents signed by asufficient number of holders to take action are delivered to the Corporation in accordance with this section.  Promptnotice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholderswho have not consented in writing.

 

 

  

(c)              Anelectronic transmission consent to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or personsauthorized 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 electronic transmission sets forth or is delivered with information from which the Corporation can determine(i) that the electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized toact for the stockholder or proxyholder, and (ii) the date on which such stockholder or proxyholder or authorized person or personstransmitted such electronic transmission.  The date on which such electronic transmission is transmitted shall be deemedto be the date on which such consent was signed.  No consent given by electronic transmission shall be deemed to havebeen delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation bydelivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporationhaving custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a Corporation’sregistered office shall be made by hand or by certified or registered mail, return receipt requested.  Notwithstandingthe foregoing limitations on delivery, consents given by electronic transmission may be otherwise delivered to the principal placeof business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings ofmeetings of stockholders are recorded if to the extent and in the manner provided by resolution of the Board of Directors of theCorporation.

 

(d)              Anycopy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writingfor any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproductionshall be a complete reproduction of the entire original writing.

  

**ARTICLE 3**

 

**DIRECTORS**

 

**Section 3.1          Numberand Term of Office.**

 

(a)          Thenumber of directors of the Corporation shall not be less than five (5) nor more than nine (9) until changed by amendment of theCertificate of Incorporation or by a Bylaw amending this Section 3.1 duly adopted by the vote or written consent of holders ofnot less than sixty-six and two-thirds percent (66-2/3%) of the outstanding shares entitled to vote or by the Board of Directors.  Subjectto the foregoing provisions for changing the number of directors, the number of directors of the Corporation has been fixed ateight (8).

 

(b)          Electeddirectors shall hold office until the next annual meeting for the year in which their terms expire and until their successors shallbe duly elected and qualified.  Directors need not be stockholders.  If, for any cause, the Board of Directorsshall not have been elected at an annual meeting, they may be elected as soon as convenient at a special meeting of the stockholderscalled for that purpose in the manner provided in these Bylaws.  In no case will a decrease in the number of directorsshorten the term of any incumbent director.

 

 

  

(c)          Thedirectors shall be divided into three classes, designated Class I, Class II, and Class III, as nearly equal in number as the thentotal number of directors permits.  Class I directors were appointed for a one-year term, Class II directors for a two-yearterm and Class III directors for a three-year term.  At each succeeding annual meeting of stockholders beginning in 2013,successors to the class of directors whose terms expire at that annual meeting shall be elected for a three-year term.  Ifthe number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the numberof directors in each class as nearly equal as possible, and any additional directors of any class elected to fill a vacancy resultingfrom an increase in such class shall hold office for a term that shall coincide with the remaining term of that class.  Notwithstandingthe foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall havethe right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election,term of office, filling of vacancies and other features of such directorships shall be governed by the applicable terms of theseBylaws and any certificate of designation creating such class or series of Preferred Stock, and such directors so elected shallnot be divided into classes pursuant to this Section 3.1 unless expressly provided by such terms.

 

Any amendment, change or repeal of this Section3.1, or any other amendment to these Bylaws that will have the effect of permitting circumvention of or modifying this Section3.1, shall require the favorable vote, at a stockholders’ meeting, of the holders of at least sixty-six and two-thirds percent(66-2/3%) of the then-outstanding shares of stock of the Corporation entitled to vote.

 

(d)          Withthe exception of the first Board of Directors, which shall be elected by the incorporators, and except as provided in Section 3.3of this Article 3, each director shall be elected by the vote of the majority of the votes cast with respect to the director atany meeting for the election of directors at which a quorum is present; provided, however, that directors shall be elected by aplurality of the votes cast at any meeting of stockholders for which the Secretary of the Corporation determines that the numberof nominees exceeds the number of directors to be elected as of the day preceding the date the Corporation first distributes itsnotice of meeting for such meeting to the stockholders.  If directors are to be determined by a plurality of votes cast,stockholders shall be entitled to cast votes “for” or to “withhold” votes from the election of directors,but shall not be permitted to vote against a nominee.  If a director is not elected, the director shall tender his orher resignation to the Board of Directors, which resignation shall be contingent upon the Board of Directors’ acceptancethereof.  The Nominating and Corporate Governance Committee or another committee that may be designated by the Boardwill make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken.  TheBoard of Directors will act on such committee’s recommendation and publicly disclose its decision and the rationale behindit within 90 days from the date of the certificate of the election results.  The director who tenders his or her resignationwill not participate in the Board’s decision.  The Nominating and Corporate Governance Committee in making itsrecommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it deemsappropriate and relevant.

 

As provided in the Certificate of Incorporation,at all elections of directors each stockholder having the right to vote shall be entitled to as many votes as the number of sharesso held by him of record multiplied by the number of directors to be elected, and he may cast all of such votes for a single director,or he may distribute them among any two or more of the directors to be voted for, as he may see fit.

 

 

  

**Section 3.2          Powers.**

 

The powers of the Corporation shall be exercised,its business conducted and its property controlled by or under the direction of the Board of Directors.

 

**Section 3.3          Vacancies.**

 

Vacancies and newly created directorships resultingfrom any increase in the authorized number of directors may be filled by a majority of the directors then in office, although lessthan a quorum, or by a sole remaining director, and each director so elected shall hold office for the unexpired portion of theterm of the director whose place shall be vacant and until his successor shall have been duly elected and qualified.  Avacancy in the Board of Directors shall be deemed to exist under this section in the case of the death, removal or resignationof any director, or if the stockholders fail at any meeting of stockholders at which directors are to be elected (including anymeeting referred to in Section 3.4 below) to elect the number of directors then constituting the whole Board of Directors.

 

**Section 3.4          Resignationsand Removals.**

 

(a)          Anydirector may resign at any time by delivering his resignation to the Secretary in writing or by electronic transmission, such resignationto specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board ofDirectors.  If no such specification is made it shall be deemed effective at the pleasure of the Board of Directors.  Whenone or more directors shall resign from the Board of Directors effective at a future date, a majority of the directors then inoffice, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effectwhen such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portionof the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

 

(b)          Ata special meeting of stockholders called for the purpose in the manner hereinabove provided, the Board of Directors or any individualdirector may be removed from office, with or without cause, and a new director or directors elected by a vote of the remainingdirectors.  Unless the Certificate of Incorporation otherwise provides, if the Board of Directors is classified, stockholdersmay effect removal only for cause.

 

**Section 3.5          Meetings.**

 

(a)          Theannual meeting of the Board of Directors shall be held immediately after the annual stockholders’ meeting and at the placewhere such meeting is held or at the place announced by the chairman at such meeting.  No notice of an annual meetingof the Board of Directors shall be necessary, and such meeting shall be held for the purpose of electing officers and transactingsuch other business as may lawfully come before it.

 

(b)          Exceptas hereinafter otherwise provided, regular meetings of the Board of Directors shall be held at the principal executive office ofthe Corporation.  Regular meetings of the Board of Directors may also be held at any place, within or without the Stateof Delaware, which has been designated by resolutions of the Board of Directors or the written consent of all directors.

 

 

 

(c)          Specialmeetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called bythe Chairman of the Board or, if there is no Chairman of the Board, by the President, or by any of the directors.

 

(d)          Writtennotice of the time and place of all regular and special meetings of the Board of Directors shall be delivered personally to eachdirector or sent by any form of electronic transmission at least 48 hours before the start of the meeting, or sent by firstclass mail at least 120 hours before the start of the meeting.  Notice of any meeting may be waived in writing atany time before or after the meeting and will be waived by any director by attendance thereat.

 

**Section 3.6          Quorumand Voting.**

 

(a)          Aquorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time in accordancewith Section 3.1 of Article 3 of these Bylaws, but not less than one; provided, however, at any meeting, whether a quorumbe present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regularmeeting of the Board of Directors, without notice other than by announcement at the meeting.

 

(b)          Ateach meeting of the Board of Directors at which a quorum is present, all questions and business determined by a vote of a majorityof the directors present shall be deemed an act of the Board of Directors, unless a different vote be required by law, the Certificateof Incorporation, or these Bylaws. In the event of a tie in the voting of the Board of Directors, the independent directors, asdefined by the NASDAQ listing standards, shall cast the deciding vote. In the event of a tie in such voting of the independentdirectors, the Chairman of the Board of Directors shall cast the deciding vote.

 

(c)          Anymember of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone orother communication equipment by means of which all persons participating in the meeting can hear each other, and participationin a meeting by such means shall constitute presence in person at such meeting.

 

(d)          Thetransactions of any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shallbe as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before orafter the meeting, each of the directors not present shall sign a written waiver of notice, or a consent to holding such meeting,or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate recordsor made a part of the minutes of the meeting.

 

**Section 3.7          ActionWithout Meeting.**

 

Unless otherwise restricted by the Certificateof Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of anycommittee thereof may be taken without a meeting, if all members of the Board of Directors or of such committee, as the case maybe, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissionsare filed with the minutes of proceedings of the Board of Directors or committee.  Such filing shall be in paper formif the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

 

 

  

**Section 3.8          Feesand Compensation.**

 

Directors and members of committees may receivesuch compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolutionof the Board of Directors.

 

**Section 3.9          Committees.**

 

(a)          **ExecutiveCommittee:**  The Board of Directors may appoint an Executive Committee of at least two members, each of whom shallbe a director.  To the extent permitted by law, the Executive Committee shall have and may exercise when the Board ofDirectors is not in session all powers of the Board of Directors in the management of the business and affairs of the Corporation,except such committee shall not have the power or authority to amend these Bylaws or to approve or recommend to the stockholdersany action which must be submitted to stockholders for approval under the Delaware General Corporation Law.

 

(a)          **OtherCommittees: **The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from timeto time appoint such other committees as may be permitted by law.  Such other committees appointed by the Board of Directorsshall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committee, butin no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

 

(b)          **Term:**  Theterms of members of all committees of the Board of Directors shall expire on the date of the next annual meeting of the Board ofDirectors following their appointment; provided that they shall continue in office until their successors are appointed.  Subjectto the provisions of subsections (a) or (b) of this Section 3.9, the Board of Directors may at any time increaseor decrease the number of members of a committee or terminate the existence of a committee; provided that no committee shall consistof less than one member.  The membership of a committee member shall terminate on the date of his death or voluntaryresignation, but the Board of Directors may at any time for any reason remove any individual committee member and the Board ofDirectors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.  TheBoard of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualifiedmember at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, themember 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 disqualifiedmember.

 

 

  

(c)          **Meetings:**  Unlessthe Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuantto this Section 3.9 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 giventhereafter; special meetings of any such committee may be held at the principal executive office of the Corporation or at any placewhich has been designated from time to time by resolution of such committee or by written consent of all members thereof, and maybe called by any director who is a member of such committee upon written notice to the members of such committee of the time andplace of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directorsof the time and place of special meetings of the Board of Directors.  Notice of any special meeting of any committeemay be waived in writing at any time after the meeting and will be waived by any director by attendance thereat.  A majorityof the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the actof a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

 

**ARTICLE 4**

 

**OFFICERS**

 

**Section 4.1          OfficersDesignated.**

 

The officers of the Corporation shall be a President,a Secretary and a Treasurer.  The Board of Directors or the President may also appoint a Chairman of the Board, one ormore Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers and agents with such powers and dutiesas it or he shall deem necessary.  The order of the seniority of the Vice- Presidents shall be in the order of theirnomination unless otherwise determined by the Board of Directors.  The Board of Directors may assign such additionaltitles to one or more of the officers as they shall deem appropriate.  Any one person may hold any number of officesof the Corporation at any one time unless specifically prohibited therefrom by law.  The salaries and other compensationof the officers of the Corporation shall be fixed by or in the manner designated by the Board of Directors.

 

**Section 4.2          Tenureand Duties of Officers.**

 

(a)          **General:**  Allofficers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected andqualified, unless sooner removed.  Any officer elected or appointed by the Board of Directors may be removed at any timeby the Board of Directors.  If the office of any officer becomes vacant for any reason, the vacancy may be filled bythe Board of Directors.  Nothing in these Bylaws shall be construed as creating any kind of contractual right to employmentwith the Corporation.

 

(b)          **Dutiesof the Chairman of the Board of Directors: **The Chairman of the Board of Directors (if there be such an officer appointed)shall be the chief executive officer of the Corporation and when present shall preside at all meetings of the stockholders andthe Board of Directors.  The Chairman of the Board of Directors shall perform such other duties and have such other powersas the Board of Directors shall designate from time to time.

 

 

  

(c)          **Dutiesof President:**  The President shall be the chief executive officer of the Corporation in the absence of the Chairmanof the Board and shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairmanof the Board of Directors has been appointed and is present.  The President shall perform such other duties and havesuch other powers as the Board of Directors shall designate from time to time.

 

(d)          **Dutiesof Vice-Presidents:**  The Vice-Presidents, in the order of their seniority, may assume and perform the duties of thePresident in the absence or disability of the President or whenever the office of the President is vacant.  The Vice-Presidentshall perform such other duties and have such other powers as the Board of Directors or the President shall designate from timeto time.

 

(e)         **Duties of Secretary:**  The Secretary shall attend all meetings of the stockholders and of theBoard of Directors and any committee thereof, and shall record all acts and proceedings thereof in the minute book of the Corporation,which may be maintained in either paper or electronic form.  The Secretary shall give notice, in conformity with theseBylaws, of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice.  TheSecretary shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  ThePresident may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability ofthe Secretary, and each Assistant Secretary shall perform such other duties and have such other powers as the Board of Directorsor the President shall designate from time to time.

 

(f)           **Duties of Treasurer:**  The Treasurer shall keep or cause to be kept the books ofaccount of the Corporation in a thorough and proper manner, and shall render statements of the financial affairs of the Corporationin such form and as often as required by the Board of Directors or the President.  The Treasurer, subject to the orderof the Board of Directors, shall have the custody of all funds and securities of the Corporation.  The Treasurer shallperform all other duties commonly incident to his office and shall perform such other duties and have such other powers as theBoard of Directors or the President shall designate from time to time.  The President may direct any Assistant Treasurerto assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each Assistant Treasurer shallperform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.  TheTreasurer shall also be the chief financial officer of the Corporation unless otherwise designated by the Board of Directors.

 

 

  

**ARTICLE 5**

 

**EXECUTION OF CORPORATE INSTRUMENTS, AND**

**VOTING OF SECURITIES OWNED BY THE CORPORATION**

 

**Section 5.1          Executionof Corporate Instruments.**

 

(a)          TheBoard of Directors may in its discretion determine the method and designate the signatory officer or officers, or other personor persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwiseprovided by law, and such execution or signature shall be binding upon the Corporation.

 

(b)          Unlessotherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Corporation,promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation, and other corporate instrumentsor documents requiring the corporate seal, and certificates of shares of stock owned by the Corporation, shall be executed, signedor endorsed by the Chairman of the Board (if there be such an officer appointed) or by the President; such documents may also beexecuted by any Vice-President and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer.  Allother instruments and documents requiring the corporate signature but not requiring the corporate seal may be executed as aforesaidor in such other manner as may be directed by the Board of Directors.

 

(c)          Allchecks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of theCorporation shall be signed by such person or persons as the Board of Directors or the President shall authorize so to do.

 

(d)          Executionof any corporate instrument may be effected in such form, either manual, facsimile or electronic signature, as may be authorizedby the Board of Directors or the President.

 

**Section 5.2          Votingof Securities Owned by Corporation.**

 

All stock and other securities of other Corporationsowned or held by the Corporation for itself or for other parties in any capacity shall be voted, and all proxies with respectthereto shall be executed, by the person authorized so to do by resolution of the Board of Directors or, in the absence of suchauthorization, by the Chairman of the Board (if there be such an officer appointed), or by the President, or by any Vice-President. 

 

 

 

**ARTICLE 6**

 

**SHARES OF STOCK**

 

**Section 6.1         Form and Execution of Certificates.**

 

The shares of the Corporation shall be representedby certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or allclasses or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares representedby a certificate until such certificate is surrendered to the Corporation.  Certificates for the shares of stock ofthe Corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law.  Everyholder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, theChairman of the Board (if there be such an officer appointed), or by the President or any Vice-President and by the Treasureror Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the Corporation.  Anyor all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar whohas 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.  If the Corporation shall be authorized to issue more than one class of stock ormore than one series of any class, the powers, designations, preferences and relative, participating, optional or other specialrights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/orrights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to representsuch class or series of stock, provided that, except as otherwise provided in Section 202 of the Delaware General CorporationLaw, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporationshall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholderwho so requests the powers, designations, preferences and relative, participating, optional or other special rights of each classof stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

 

**Section 6.2          LostCertificates.**

 

The Board of Directors may direct a new certificateor certificates (or uncertificated shares in lieu of a new certificate) to be issued in place of any certificate or certificatestheretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by theperson claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate orcertificates (or uncertificated shares in lieu of a new certificate), the Board of Directors may, in its discretion and as a conditionprecedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative,to indemnify the Corporation in such manner as it shall require and/or to give the Corporation a surety bond in such form and amountas it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate allegedto have been lost or destroyed.

 

**Section 6.3          Transfers.**

 

Transfers of record of shares of stock of theCorporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, who shall furnishproper evidence of authority to transfer,  and in the case of stock represented by a certificate, upon the surrenderof a certificate or certificates for a like number of shares, properly endorsed.

 

 

  

**Section 6.4          FixingRecord Dates.**

 

(a)          Inorder that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or anyadjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor lessthan 10 days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record datefor determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business onthe day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next precedingthe date on which the meeting is held.  A determination of stockholders of record entitled notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix anew record date for the adjourned meeting.

 

(b)          Inorder that the Corporation may determine the stockholders entitled to consent to corporate action in writing or by electronic transmissionwithout a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolutionfixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date uponwhich the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed bythe Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing or by electronictransmission without a meeting, when no prior action by the Board of Directors is required by the Delaware General CorporationLaw, shall be the first date on which a signed written consent or electronic transmission setting forth the action taken or proposedto be taken is delivered to the Corporation by delivery to its registered office in 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;provided that any such electronic transmission shall satisfy the requirements of Section 2.11(b) and, unless the Board of Directorsotherwise provides by resolution, no such consent by electronic transmission shall be deemed to have been delivered until suchconsent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registeredoffice in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in whichproceedings of meetings of stockholders are recorded.  Delivery made to a Corporation’s registered office shallbe by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Boardof Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitledto consent to corporate action in writing or by electronic transmission without a meeting shall be at the close of business onthe day on which the Board of Directors adopts the resolution taking such prior action.

 

(c)          Inorder that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution orallotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange ofstock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 daysprior to such action.  If no record date is fixed, the record date for determining stockholders for any such purposeshall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

 

 

  

**Section 6.5          RegisteredStockholders.**

 

The Corporation shall be entitled to recognizethe 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 otherperson, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

 

**ARTICLE 7**

 

**OTHER SECURITIES OF THE CORPORATION**

 

All bonds, debentures and other corporate securitiesof the Corporation, other than stock certificates, may be signed by the Chairman of the Board (if there be such an officer appointed),or the President or any Vice-President or such other person as may be authorized by the Board of Directors and the corporate sealimpressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an AssistantSecretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporatesecurity shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debentureor other corporate security shall be issued, the signature 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 couponsappertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signedby 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 attestedany bond, debenture or other corporate security, or whose facsimile signature shall appear thereon has ceased to be an officerof the Corporation before the bond, debenture or other corporate security so signed or attested shall have been delivered, suchbond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though theperson who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

 

 

  

**ARTICLE 8**

 

**INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEESAND AGENTS**

 

**Section 8.1          Rightto Indemnification.**

 

Each person who was or is a party or is threatenedto be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed action, suit,or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason ofthe fact that he, or a person of whom he is the legal representative, is or was a director, officer, employee, or agent of theCorporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another Corporationor of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whetherthe basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any othercapacity while serving as a director, officer, employee, or agent (hereafter an “Agent”), shall be indemnified andheld harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists ormay hereafter be amended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that suchamendment or interpretation permits the Corporation to provide broader indemnification rights than were permitted prior thereto)against all expenses, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties,and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal,state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article)reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participatingin (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter “Expenses”); *provided,however*, that except as to actions to enforce indemnification rights pursuant to Section 8.3 of this Article, the Corporationshall not be obligated to indemnify any Agent seeking indemnification in connection with a Proceeding (or part thereof) initiatedby such person unless the Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

 

**Section 8.2          Authorityto Advance Expenses.**

 

Expenses incurred by an officer or director(acting in his capacity as such) in defending a Proceeding shall be paid by the Corporation in advance of the final dispositionof such Proceeding, provided, however, that if required by the Delaware General Corporation Law, as amended, such Expenses shallbe advanced only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay such amountif it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Articleor otherwise.  Expenses incurred by other Agents of the Corporation (or by the directors or officers not acting in theircapacity as such, including service with respect to employee benefit plans) may be advanced upon such terms and conditions as theBoard of Directors deems appropriate.  Any obligation to reimburse the Corporation for Expense advances shall be unsecuredand no interest shall be charged thereon.

 

**Section 8.3          Rightof Claimant to Bring Suit.**

 

If a claim under Section 8.1 or 8.2 of thisArticle is not paid in full by the Corporation, the claimant may bring suit against the Corporation to recover the unpaid amountof the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’fees) of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce aclaim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has beentendered to the Corporation) that the claimant has not met the standards of conduct that make it permissible under the DelawareGeneral Corporation Law for the Corporation to indemnify the claimant for the amount claimed.  The burden of provingsuch a defense shall be on the Corporation.  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 indemnificationof the claimant is proper under the circumstances because he has met the applicable standard of conduct set forth in the DelawareGeneral Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel,or its stockholders) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or createa presumption that claimant has not met the applicable standard of conduct.

 

 

  

**Section 8.4          ProvisionsNonexclusive.**

 

The rights conferred on any person by this Articleshall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificateof Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacityand as to action in another capacity while holding such office.  To the extent that any provision of the Certificateof Incorporation, agreement, or vote of the stockholders or disinterested directors is inconsistent with these Bylaws, the provision,agreement, or vote shall take precedence.

 

**Section 8.5          Authorityto Insure.**

 

The Corporation may purchase and maintain insuranceto protect itself and any Agent against any Expense, whether or not the Corporation would have the power to indemnify the Agentagainst such Expense under applicable law or the provisions of this Article.

 

**Section 8.6          Enforcementof Rights**

 

Without the necessity of entering into an expresscontract, all rights provided under this Article shall be deemed to be contractual rights and be effective to the same extent andas if provided for in a contract between the Corporation and such Agent.  Any rights granted by this Article to an Agentshall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction.

 

**Section 8.7          Survivalof Rights.**

 

The rights provided by this Article shall continueas to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of sucha person.

 

**Section 8.8          Settlementof Claims.**

 

The Corporation shall not be liable to indemnifyany Agent under this Article (a) for any amounts paid in settlement of any action or claim effected without the Corporation’swritten consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if the Corporation was notgiven a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

 

 

  

**Section 8.9          Effectof Amendment.**

 

Any amendment, repeal, or modification of thisArticle that adversely affects any rights provided in this Article to an Agent shall only be effective upon the prior written consentof such Agent.

 

**Section 8.10        Primacyof Indemnification.**

 

Notwithstanding that an Agent may have certainrights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, the “Other Indemnitors”),the Corporation: (i) shall be the indemnitor of first resort (i.e., its obligations to an Agent are primary and any obligationof the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by suchAgent are secondary); (ii) shall required to advance the full amount of expenses incurred by an Agent and shall be liable for thefull amount of all Expenses, without regard to any rights such Agent may have against any of the Other Indemnitor.  Noadvancement or payment by the Other Indemnitors on behalf of an Agent with respect to any claim for which such Agent has soughtindemnification from the Corporation shall affect the immediately preceding sentence, and the Other Indemnitors shall have a rightof contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Agentagainst the Corporation.

 

**Section 8.11        Subrogation.**

 

In the event of payment under this Article,the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent (other than againstthe Other Indemnitors), who shall execute all papers required and shall do everything that may be necessary to secure such rights,including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

 

**Section 8.12        NoDuplication of Payments.**

 

Except as otherwise set forth in Section 8.10above, the Corporation shall not be liable under this Article to make any payment in connection with any claim made against theAgent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise)of the amounts otherwise indemnifiable hereunder.

 

**Section 8.13        SavingClause.**

 

If this Article or any portion hereof shallbe invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Agentto the fullest extent not prohibited by any applicable portion of this Article that shall not have been invalidated, or by anyother applicable law.

 

 

  

**ARTICLE 9**

 

**NOTICES**

 

Whenever, under any provisions of these Bylaws,notice is required to be given to any stockholder, the same shall be given either (1) in writing, timely and duly deposited inthe United States Mail, postage prepaid, and addressed to his last known post office address as shown by the stock recordof the Corporation or its transfer agent, or (2) by a means of electronic transmission that satisfies the requirements of Section2.4(e) of these Bylaws, and has been consented to by the stockholder to whom the notice is given.  Any notice requiredto be given to any director may be given by either of the methods hereinabove stated, except that such notice other than one whichis delivered personally, shall be sent to such address or (in the case of electronic communication) such e-mail address, facsimiletelephone number or other form of electronic address as such director shall have filed in writing or by electronic communicationwith the Secretary of the Corporation, or, in the absence of such filing, to the last known post office address of such director.  Ifno address of a stockholder or director be known, such notice may be sent to the principal executive office of the Corporation.  Anaffidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its transfer agent appointed withrespect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders,director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shallbe conclusive evidence of the statements therein contained.  All notices given by mail, as above provided, shall be deemedto have been given as at the time of mailing and all notices given by means of electronic transmission shall be deemed to havebeen given as at the sending time recorded by the electronic transmission equipment operator transmitting the same.  Itshall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible methodmay be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any otheror others.  The period or limitation of time within which any stockholder may exercise any option or right, or enjoyany privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege,pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure ofsuch a stockholder or such director to receive such notice.  Whenever any notice is required to be given under the provisionsof the statutes or of the Certificate of Incorporation, or of these Bylaws, a waiver thereof in writing signed by the person orpersons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or afterthe time stated therein, shall be deemed equivalent thereto.  Whenever notice is required to be given, under any provisionof 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 authorityor agency for a license or permit to give such notice to such person.  Any action or meeting which shall be taken orheld without notice to any such person with whom communication is unlawful shall have the same force and effect as if such noticehad been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate underany provision of the Delaware General Corporation Law, 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.

 

 

 

 **ARTICLE 10**

 

**AMENDMENTS**

 

Except as otherwise provided in Section 8.9above, these Bylaws may be repealed, altered or amended or new Bylaws adopted at any meeting of the stockholders, either annualor special, by the affirmative vote of a majority of the stock entitled to vote at such meeting, unless a larger vote is requiredby these Bylaws or the Certificate of Incorporation.  Except as otherwise provided in Section 8.9 above, the Board ofDirectors shall also have the authority to repeal, alter or amend these Bylaws or adopt new Bylaws (including, without limitation,the amendment of any Bylaws setting forth the number of directors who shall constitute the whole Board of Directors) by unanimouswritten consent or at any annual, regular, or special meeting by the affirmative vote of a majority of the whole number of directors,subject to the power of the stockholders to change or repeal such Bylaws.

 

**ARTICLE 11**

 

**Annual and Other Reports**

 

**Section 11.1        Reportsto Stockholders.**

 

The Board of Directors of the Corporation shallcause an annual report to be sent to the stockholders not later than 120 days after the close of the fiscal year, and at leastfifteen (15) days (or, if sent by third-class mail, thirty-five (35) days) prior to the annual meeting of stockholders to be heldduring the next fiscal year.  If approved by the Board of Directors, the report and any accompanying material may besent by electronic transmission by the Corporation (as defined in Section 2.4 hereof).  This report shall contain a balancesheet as of the end of that fiscal year and an income statement and statement of changes in financial position for that fiscalyear, accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorizedofficer of the Corporation that the statements were prepared without audit from the books and records of the Corporation.  Thisreport shall also contain such other matters as required by Section 1501(b) of the California General Corporation Law, unless theCorporation is subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, and is not exemptedtherefrom under Section 12(g)(2) thereof.  As long as the Corporation has less than 100 holders of record of its shares(determined as provided in Section 605 of the California General Corporation Law), the foregoing requirement of an annual reportis hereby waived.

 

If no annual report for the last fiscal yearhas been sent to stockholders, and to the extent required by Section 2115 of the California General Corporation Law (whether becauseSection 2115(c) no longer applies to the Corporation or otherwise), the Corporation shall, upon the written request of any stockholdermade more than 120 days after the close of such fiscal year, deliver (including by electronic transmission by the Corporation (asdefined in Section 2.4 hereof) or mail to the person making the request within thirty (30) days thereafter the financial statementsfor such year as required by Section 1501(a) of the California General Corporation Law.  A stockholder or stockholdersholding at least five percent (5%) of the outstanding shares of any class of the Corporation may make a written request to theCorporation for an income statement of the Corporation for the three-month, six-month or nine-month period of the current fiscalyear ended more than thirty (30) days prior to the date of the request and a balance sheet of the Corporation as of the end ofsuch period and, in addition, if no annual report for the last fiscal year has been sent to stockholders, the annual report forthe last fiscal year, unless such report has been waived under these Bylaws.  The statements shall be delivered (includingby electronic transmission by the Corporation (as defined in Section 2.4 hereof) if such transmission is permitted to such stockholderpursuant to such definition) or mailed to the person making the request within thirty (30) days thereafter.  A copy ofany such statements shall be kept on file in the principal executive office of the Corporation for twelve (12) months, and theyshall be exhibited at all reasonable times to any stockholder demanding an examination of the statements, or a copy shall be mailedto the stockholder.

 

 

  

The quarterly income statements and balancesheets referred to in this section shall be accompanied by the report thereon, if any, of any independent accountants engaged bythe Corporation or the certificate of an authorized officer of the Corporation that the financial statements were prepared withoutaudit from the books and records of the Corporation.

 

**Section 11.2        Reportsto the Secretary of State.**

 

(a)          Exceptas otherwise required by the Secretary of State of the State of California, every year, and to the extent required by Section 2117of the California General Corporation Law, during the applicable filing period, the Corporation shall file a statement with theSecretary of State of the State of California in compliance with Section 2117 of the California General Corporation Law.

 

(b)          Notwithstandingthe provisions of paragraph (a) of this section, if there has been no change in the information contained in the Corporation’slast annual statement on file in the Secretary of State of the State of California’s office, the Corporation may in lieuof filing the annual statement described in paragraph (a) of this section, advise the Secretary of State of the State of California,on the appropriate form, that no changes in the required information have occurred during the applicable period, as permitted bySection 2117(f) and Section 1502(c) of the California General Corporation Law.

 

(c)          Inaddition to the statement required pursuant to paragraph (a) of this section, except as otherwise required by the Secretary ofState of the State of California, if and as long as the Corporation is a "publicly traded corporation" (as defined inSection 2117(b)(1) of the California General Corporation Law), within 150 days after the end of its fiscal year, each year it shallfile a certified statement in compliance with Section 2117.1 of the California General Corporation Law.

 

**Section 11.3        Effectivenessof Article 11.**

 

If at any time following the adoption of theseBylaws the Corporation is no longer subject to Section 2115 of the California General Corporation Law, this Article 11 shall ceaseto apply to the Corporation and it shall have no further obligation to deliver any of the reports to its stockholders or to theSecretary of State of California as herein described.

 

 

  

**CERTIFICATE OF SECRETARY**

 

The undersigned, Secretary of Truett-Hurst,Inc., a Delaware corporation, hereby certifies that the foregoing is a full, true and correct copy of the Bylaws of said corporation,with all amendments to date of this Certificate.

 

WITNESS the signature of the undersigned this4th day of March, 2013.

 

 

 

  

CERTIFICATEOF AMENDMENT OF

BYLAWS

OF

TRUETT-HURST,INC.

 

The undersigned, Karen Weaver, hereby certifiesthat:

 

1.           Sheis the duly elected and acting Secretary of Truett-Hurst, Inc., a Delaware corporation (the “Corporation”).

 

2.           Section4.2(b) of ARTICLE 4 of the Corporation’s Bylaws (the “Bylaws”) is hereby deleted in its entirety and replacedwith the following:

 

“(b)       **Dutiesof the Chairman of the Board of Directors: **The Chairman of the Board of Directors (if there be such an officer appointed)when present shall preside at all meetings of the stockholders and the Board of Directors.  The Chairman of the Boardof Directors shall perform such other duties and have such other powers as the Board of Directors shall designate from time totime.”

 

3.           Section4.2(c) of ARTICLE 4 of the Bylaws is hereby deleted in its entirety and replaced with the following:

 

“(c)        **Dutiesof President:  **The President shall be the chief executive officer of the Corporation and shall preside at all meetingsof the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointedand is present.  The President shall perform such other duties and have such other powers as the Board of Directorsshall designate from time to time.”

 

4.           Theforegoing amendment of the Bylaws was duly adopted by resolution of the Board of Directors of the Corporation on October 9, 2018.

 

Except as modified by the above, the Bylaws,as previously adopted by the Corporation, remain in full force and effect. The above amendment has been duly and validly approvedby the Board of Directors of the Corporation.

 

[*Remainder of page intentionallyblank*]

 

 

 

IN WITNESS WHEREOF, the undersigned has hereuntoset her hand this 13th day of October, 2018.

 

 

[SignaturePage to Certificate of Amendment of Bylaws]