exv10w2



 







Exhibit 10.2





 



AMENDED AND RESTATED

BYLAWS




OF



BROADWING CORPORATION

A DELAWARE CORPORATION



MAY 16, 2005




 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I CORPORATE OFFICES
	 	 	1	 
	 
	 	 	 	 
	1.1 Registered Office
	 	 	1	 
	 
	 	 	 	 
	1.2 Other Offices
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II MEETINGS OF STOCKHOLDERS
	 	 	1	 
	 
	 	 	 	 
	2.1 Place of Meetings
	 	 	1	 
	 
	 	 	 	 
	2.2 Annual Meeting
	 	 	1	 
	 
	 	 	 	 
	2.3 Special Meeting
	 	 	1	 
	 
	 	 	 	 
	2.4 Notice of Stockholders’ Meetings
	 	 	2	 
	 
	 	 	 	 
	2.5 Advance Notice of Stockholder Nominees and Stockholder Business
	 	 	2	 
	 
	 	 	 	 
	2.6 Conduct of Business
	 	 	3	 
	 
	 	 	 	 
	2.7 Quorum
	 	 	3	 
	 
	 	 	 	 
	2.8 Voting
	 	 	4	 
	 
	 	 	 	 
	2.9 Advisory Stockholder Votes
	 	 	4	 
	 
	 	 	 	 
	2.10 Voting Procedures and Inspections of Elections
	 	 	4	 
	 
	 	 	 	 
	2.11 Stockholder Action by Written Consent Without a Meeting
	 	 	5	 
	 
	 	 	 	 
	2.12 Record Date for Stockholder Notice; Voting
	 	 	5	 
	 
	 	 	 	 
	2.13 Proxies
	 	 	5	 
	 
	 	 	 	 
	2.14 List of Stockholders Entitled to Vote
	 	 	6	 






 









 






	 	 	 	 	 
	 	 	Page
	ARTICLE III DIRECTORS
	 	 	6	 
	 
	 	 	 	 
	3.1 Powers
	 	 	6	 
	 
	 	 	 	 
	3.2 Number
	 	 	6	 
	 
	 	 	 	 
	3.3 Classes of Directors
	 	 	6	 
	 
	 	 	 	 
	3.4 Resignation and Vacancies
	 	 	7	 
	 
	 	 	 	 
	3.5 Place of Meetings; Meetings by Telephone
	 	 	7	 
	 
	 	 	 	 
	3.6 Meetings
	 	 	7	 
	 
	 	 	 	 
	3.7 Quorum
	 	 	7	 
	 
	 	 	 	 
	3.8 Waiver of Notice
	 	 	8	 
	 
	 	 	 	 
	3.9 Adjourned Meeting; Notice
	 	 	8	 
	 
	 	 	 	 
	3.10 Conduct of Business
	 	 	8	 
	 
	 	 	 	 
	3.11 Action by Means of Conference Telephone or Similar Communications Equipment
	 	 	8	 
	 
	 	 	 	 
	3.12 Board Action by Written Consent Without a Meeting
	 	 	9	 
	 
	 	 	 	 
	3.13 Fees and Compensation of Directors
	 	 	9	 
	 
	 	 	 	 
	3.14 Removal of Directors
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV COMMITTEES
	 	 	9	 
	 
	 	 	 	 
	4.1 Committees of Directors
	 	 	9	 
	 
	 	 	 	 
	4.2 Committee Minutes
	 	 	9	 
	 
	 	 	 	 
	4.3 Meetings and Action of Committees
	 	 	10	 
	 
	 	 	 	 
	ARTICLE V OFFICERS
	 	 	10	 
	 
	 	 	 	 
	5.1 Officers
	 	 	10	 
	 
	 	 	 	 
	5.2 Appointment of Officers
	 	 	10	 
	 
	 	 	 	 
	5.3 Removal and Resignation of Officers
	 	 	10	 
	 
	 	 	 	 
	5.4 Chairman of the Board
	 	 	11	 
	 
	 	 	 	 
	5.5 Chief Executive Officer
	 	 	11	 
	 
	 	 	 	 
	5.6 President
	 	 	11	 
	 
	 	 	 	 
	5.7 Vice President
	 	 	11	 






 









 






	 	 	 	 	 
	 	 	Page
	5.8 Secretary
	 	 	12	 
	 
	 	 	 	 
	5.9 Chief Financial Officer
	 	 	12	 
	 
	 	 	 	 
	5.10 Assistant Secretary
	 	 	12	 
	 
	 	 	 	 
	5.11 Chief Accounting Officer
	 	 	12	 
	 
	 	 	 	 
	5.12 Authority and Duties of Officers
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VI INDEMNITY
	 	 	13	 
	 
	 	 	 	 
	6.1 Third Party Actions
	 	 	13	 
	 
	 	 	 	 
	6.2 Actions by or in the Right of the Corporation
	 	 	13	 
	 
	 	 	 	 
	6.3 Successful Defense
	 	 	14	 
	 
	 	 	 	 
	6.4 Determination of Conduct
	 	 	14	 
	 
	 	 	 	 
	6.5 Payment of Expenses in Advance
	 	 	14	 
	 
	 	 	 	 
	6.6 Indemnity Not Exclusive
	 	 	14	 
	 
	 	 	 	 
	6.7 Insurance Indemnification
	 	 	14	 
	 
	 	 	 	 
	6.8 The Corporation
	 	 	15	 
	 
	 	 	 	 
	6.9 Employee Benefit Plans; Fines; Serving at the Request of the Corporation
	 	 	15	 
	 
	 	 	 	 
	6.10 Continuation of Indemnification and Advancement of Expenses
	 	 	15	 
	 
	 	 	 	 
	6.11 Severability
	 	 	15	 
	 
	 	 	 	 
	ARTICLE VII RECORDS AND REPORTS
	 	 	16	 
	 
	 	 	 	 
	7.1 Maintenance and Inspection of Records
	 	 	16	 
	 
	 	 	 	 
	7.2 Inspection by Directors
	 	 	16	 
	 
	 	 	 	 
	7.3 Representation of Shares of Other Corporations
	 	 	16	 
	 
	 	 	 	 
	ARTICLE VIII GENERAL MATTERS
	 	 	17	 
	 
	 	 	 	 
	8.1 Checks
	 	 	17	 
	 
	 	 	 	 
	8.2 Execution of Corporate Contracts and Instruments
	 	 	17	 
	 
	 	 	 	 
	8.3 Stock Certificates; Partly Paid Shares
	 	 	17	 
	 
	 	 	 	 
	8.4 Special Designation on Certificates
	 	 	18	 
	 
	 	 	 	 
	8.5 Lost Certificates
	 	 	18	 






 









 






	 	 	 	 	 
	 	 	Page
	8.6 Construction; Definitions
	 	 	18	 
	 
	 	 	 	 
	8.7 Dividends
	 	 	18	 
	 
	 	 	 	 
	8.8 Fiscal Year
	 	 	19	 
	 
	 	 	 	 
	8.9 Seal
	 	 	19	 
	 
	 	 	 	 
	8.10 Transfer of Stock
	 	 	19	 
	 
	 	 	 	 
	8.11 Stock Transfer Agreements
	 	 	19	 
	 
	 	 	 	 
	8.12 Registered Stockholders
	 	 	19	 
	 
	 	 	 	 
	ARTICLE IX AMENDMENTS
	 	 	19	 
	 
	 	 	 	 
	9.1 Amendments
	 	 	19	 






 









 





AMENDED AND RESTATED

BYLAWS




OF




BROADWING CORPORATION

A DELAWARE CORPORATION




ARTICLE I




CORPORATE OFFICES




     1.1 REGISTERED OFFICE



     The registered office of the Corporation shall be 1209 Orange Street, in the City of
Wilmington, County of New Castle, State of Delaware, 19801. The name of the registered agent of the
Corporation at such location is The Corporation Trust Company.



     1.2 OTHER OFFICES



     The Board of Directors may at any time establish other offices at any place or places where
the Corporation is qualified to do business.



ARTICLE II




MEETINGS OF STOCKHOLDERS




     2.1 PLACE OF MEETINGS



     Meetings of stockholders shall be held at any place, within or outside the State of Delaware,
designated by the Board of Directors. In the absence of any such designation, stockholders’
meetings shall be held at the registered office of the Corporation.



     2.2 ANNUAL MEETING



     The annual meeting of stockholders shall be held each year on a date and at a time designated
by the Board of Directors. At the meeting, Directors shall be elected and any other proper business
may be transacted.



     2.3 SPECIAL MEETING



     Except as otherwise required by law, special meetings of the stockholders may be called only
in accordance with the provisions of the Corporation’s Amended and Restated Certificate of
Incorporation (the “Certificate”), as amended from time to time in the manner set forth therein and
in the General Corporation Law of Delaware.



 









 





     2.4 NOTICE OF STOCKHOLDERS’ MEETINGS



     Except as otherwise required by law or by the Certificate or these Bylaws, notice of each
annual or special meeting of the stockholders shall be given to each stockholder of record entitled
to vote at such meeting not less than 10 nor more than 60 days before the day on which the meeting
is to be held, by delivering written notice thereof to him or her personally, or by mailing a copy
of such notice, postage prepaid, directly to him or her at his or her address as it appears in the
records of the Corporation, or by transmitting such notice thereof to him or her at such address by
telegraph, cable or other telephonic transmission. Every such notice shall state the place, the
date and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which
the meeting is called. Except as otherwise required by law, notice of any meeting of stockholders
shall not be required to be given to any stockholder who attends such meeting in person or by
proxy, or who shall, in person or by duly authorized attorney, waive such notice in writing, either
before or after such meeting. Except as otherwise required by law or provided in these Bylaws,
neither the business to be transacted at, nor the purpose of, any meeting of the stockholders need
be specified in any such notice or waiver of notice. Notice of any adjourned meeting of
stockholders shall not be required to be given, except when expressly required by law or these
Bylaws. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the
Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence
of the facts stated therein.



     2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS



     If a stockholder desires to submit a proposal for consideration at an annual or special
stockholders’ meeting, or to nominate persons for election as Directors at any stockholders’
meeting duly called for the election of Directors, written notice of such stockholders’ intent to
make such a proposal or nomination must be given and received by the Secretary at the principal
executive offices of the Corporation either by personal delivery or by United States mail not later
than (i) with respect to an annual meeting of stockholders, 90 days prior to the anniversary date
of the date on which notice of the prior year’s annual meeting was mailed to stockholders, and (ii)
with respect to a special meeting of stockholders, the close of business on the tenth day following
the date on which notice of such meeting is first sent or given to stockholders. Each notice shall
describe the proposal or nomination in sufficient detail for the proposal or nomination to be
summarized on the agenda for the meeting and shall set forth: (i) the name and address, as it
appears on the books of the Corporation, of the stockholder who intends to make the proposal or
nomination; (ii) a representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the
meeting to present such proposal or nomination; (iii) whether the stockholder plans to deliver or
solicit proxies from other stockholders; and (iv) the class and number of shares of the Corporation
which are beneficially owned by the stockholder. In addition, in the case of a stockholder
proposal, the notice shall set forth the reasons for conducting such proposed business at the
meeting and any material interest of the stockholder in such business. In the case of a nomination
of any person for election as a Director, the notice shall set forth: (i) the name and address of
any person to be nominated; (ii) a description of all arrangements or understandings



 









 




between the stockholder and each nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by the stockholder; (iii)
such other information regarding such nominee proposed by such stockholder as would be required to
be included in a proxy statement filed pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended; and (iv) the consent of each nominee to serve as a Director of the Corporation
if so elected. The presiding officer of the annual or special meeting shall, if the facts warrant,
refuse to acknowledge a proposal or nomination not made in compliance with the foregoing procedure,
and any such proposal or nomination not properly brought before the meeting shall not be
considered.




     2.6 CONDUCT OF BUSINESS



     Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in
his or her absence by the Chief Executive Officer, or in his or her absence the President, or in
his or her absence by a Vice President, or in the absence of the foregoing persons by a chairman
designated by the Board of Directors, or in the absence of such designation by a chairman chosen at
the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of
any meeting of stockholders shall determine the order of business and the procedures at the
meeting, including such matters as the regulation of the manner of voting and conduct of business.



     2.7 QUORUM



     The holders of a majority of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy (whether general or limited), shall constitute a quorum
at all meetings of the stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate. If, however, such quorum is not present or represented at any
meeting of the stockholders, then either (i) the chairman of the meeting, or (ii) the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the meeting, until a
quorum is present or represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.



     When a quorum is present or represented at any meeting, the vote of the holders of a majority
of the stock having voting power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which, by express provisions
of the General Corporation Law of Delaware, the Certificate or these Bylaws, a different vote is
required, in which case such express provision shall govern and control the decision of the
question. Shares represented by a “broker non-vote” with respect to a matter to be voted on shall
not be treated as present for purposes of determining the number of votes required to approve or
disapprove of that matter.



 









 





     2.8 VOTING



     The stockholders entitled to vote at any meeting of stockholders shall be determined in
accordance with the provisions of Sections 2.12 and 2.14 of these Bylaws, subject to the provisions
of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of
fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).
Except as may be otherwise provided in the Certificate, each stockholder shall be entitled to one
vote for each share of capital stock held by such stockholder.



     2.9 ADVISORY STOCKHOLDER VOTES



     In order for the stockholders to adopt or approve any precatory proposal submitted to them for
the purpose of requesting the Board of Directors to take certain actions, a majority of the
outstanding stock of the Corporation entitled to vote thereon must be voted in favor of the
proposal.



     2.10 VOTING PROCEDURES AND INSPECTIONS OF ELECTIONS




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




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




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




     (d) In determining 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 Section 212(c)(2) of the General Corporation Law of
Delaware, ballots and the regular books and records of the Corporation, except that the
inspectors may consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks,



 









 






brokers, their nominees or similar persons which represent more votes than the holder of a
proxy is authorized by the record owner to cast or more votes than the stockholder holds of
record. If the inspectors consider other reliable information for the limited purpose
permitted in this Section 2.10, the inspectors at the time they make their certification
pursuant to subsection (b)(v) of this Section 2.10 shall specify the precise information
considered by them including the person or persons from whom they obtained the information,
when the information was obtained, the means by which the information was obtained and the
basis for the inspectors’ belief that such information is accurate and reliable.



     2.11 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING



     Any action required or permitted to be taken by the stockholders must be effected at a duly
called annual or special meeting of such stockholders and may not be effected by a consent in
writing by any such stockholders.



     2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING



     In order that the Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other
action.



     If the Board of Directors does not so fix a record date, the fixing of such record date shall
be governed by the provisions of Section 213 of the General Corporation Law of Delaware.



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



     2.13 PROXIES



     Each stockholder entitled to vote at a meeting of stockholders or to express consent or
dissent to corporate action in writing without a meeting may authorize another person or persons to
act for him or her by a written proxy, signed by the stockholder and filed with the Secretary, but
no such proxy shall be voted or acted upon after 3 years from its date, unless the proxy expressly
provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on
the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the
stockholder or the stockholder’s attorney-in-fact. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Section 212(c) of the General
Corporation Law of Delaware.



 









 





     2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE



     The officer who has charge of the stock ledger of a Corporation shall prepare and make, at
least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least 10 days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The stock ledger shall also be
produced and kept at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of
the Corporation, or to vote in person or by proxy at any meeting of stockholders and of the number
of shares held by each such stockholder.



ARTICLE III




DIRECTORS




     3.1 POWERS



     Subject to the provisions of the General Corporation Law of Delaware and any limitations in
the Certificate or these Bylaws relating to action required to be approved by the stockholders or
by the outstanding shares, the business and affairs of the Corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the Board of Directors.



     3.2 NUMBER



     The authorized number of Directors of the Corporation shall be up to nine (9). No reduction of
the authorized number of Directors shall have the effect of removing any Director before that
Director’s term of office expires.



     3.3 CLASSES OF DIRECTORS



     The Directors shall be divided into three classes designated as Class I, Class II and Class
III, respectively. Directors shall be initially assigned to each class in accordance with a
resolution or resolutions adopted by the Board of Directors. At the first annual meeting of
stockholders following the date hereof, the term of office of the Class I Directors shall expire
and Class I Directors shall be elected for a full term of three years. At the second annual meeting
of stockholders following the date hereof, the term of office of the Class II Directors shall
expire and Class II Directors shall be elected for a full term of three years. At the third annual
meeting of stockholders following the date hereof, the term of office of the Class III Directors
shall expire and Class III Directors shall be elected for a full term of three years. At each
succeeding annual meeting of stockholders, Directors shall be elected for a full term of three
years to succeed the Directors of the class whose terms expire at such annual meeting.



 









 





     Notwithstanding the foregoing provisions of this Article, each Director shall serve until his
successor is duly elected and qualified or until his earlier death, resignation or removal. No
decrease in the number of Directors constituting the Board of Directors shall shorten the term of
any incumbent Director.



     3.4 RESIGNATION AND VACANCIES



     Any Director may resign at any time by giving written notice to the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, the President or the Secretary. Such
resignation shall take effect at the time specified in the written notice or, if the time is not
specified, upon receipt of the notice; and, unless otherwise specified in the written notice, the
acceptance of such resignation shall not be necessary to make it effective.



     Except as otherwise required by law, vacancies on the Board of Directors will be filled in
accordance with the Certificate.



     3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE



     The Board of Directors of the Corporation may hold meetings, both regular and special, either
within or outside the State of Delaware. Unless otherwise restricted by the Certificate or these
Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors,
may participate in a meeting of the Board of Directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall constitute presence in
person at the meeting.



     3.6 MEETINGS



     Meetings of the Board of Directors may be called at any time by the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Financial Officer, the Secretary or any two
Directors.



     Notice of the time and place of meetings shall be delivered personally or by telephone to each
Director or sent by first-class mail, electronic mail, facsimile or telegram, charges prepaid,
addressed to each Director at the Director’s address as it is shown on the records of the
Corporation. If the notice is mailed, it shall be deposited in the United States mail at least four
days before the time of the holding of the meeting. If the notice is delivered personally or by
telephone, electronic mail, facsimile or telegram, it shall be delivered at least 48 hours before
the time of the holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the Director or to a person at the office of the Director who the person
giving the notice has reason to believe will promptly communicate it to the Director. The notice
need not specify the purpose of the meeting or, if the meeting is to be held at the principal
executive office of the Corporation, the place of the meeting.



     3.7 QUORUM



     A majority of the total number of Directors then in office shall be present in person at any
meeting of the Board of Directors in order to constitute a quorum for the transaction of business




 









 






at such meeting, and the vote of a majority of those Directors present at any such meeting at which
a quorum is present shall be necessary for the passage of any resolution or act of the Board of
Directors, except as otherwise expressly required by law, the Certificate or these Bylaws. A
Director who is in attendance at a meeting of the Board of Directors but who abstains from the vote
on any matter by
announcing his abstention to the person acting as secretary of the meeting and not voting on such
matter shall not be deemed present at such meeting for purposes of the preceding sentence with
respect to such vote, but shall be deemed present at such meeting for all other purposes.




     3.8 WAIVER OF NOTICE



     Whenever notice is required to be given under any provision of the General Corporation Law of
Delaware or of the Certificate or these Bylaws, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any regular or special
meeting of the Directors, or members of a committee of Directors, need be specified in any written
waiver of notice unless so required by the Certificate or these Bylaws.



     3.9 ADJOURNED MEETING; NOTICE



     If a quorum is not present at any meeting of the Board of Directors, then the Directors
present thereat may adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present.



     3.10 CONDUCT OF BUSINESS



     Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if
any, or in his or her absence by the Chief Executive Officer (if he or she is a Director), or in
their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his or her absence the chairman of the meeting may appoint any person to act as
secretary of the meeting. The chairman of any meeting shall determine the order of business and the
procedures at the meeting.



     3.11 ACTION BY MEANS OF CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT



     Any one or more members of the Board of Directors or any committee thereof, may participate in
a meeting of such Board of Directors or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each
other, and participation in a meeting by such means shall constitute presence in person at such
meeting.



 









 





     3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING



     Unless otherwise restricted by the Certificate or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of the Board of Directors or committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the minutes of proceedings of
the Board of Directors or committee.



     3.13 FEES AND COMPENSATION OF DIRECTORS



     Unless otherwise restricted by the Certificate or these Bylaws, the Board of Directors shall
have the authority to fix the compensation of Directors. The Directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.



     3.14 REMOVAL OF DIRECTORS



     Except as otherwise required by law, Directors may be removed only in accordance with the
provisions of the Certificate.



ARTICLE IV




COMMITTEES




     4.1 COMMITTEES OF DIRECTORS



     The Board of Directors may, by resolution passed by a majority of the whole Board of
Directors, designate one or more committees, with each committee to consist of one or more of the
Directors of the Corporation. The Board of Directors may designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting, whether or not
constituting a quorum, may unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified member. Except as expressly limited by
law, the Certificate or these Bylaws, any such committee, to the extent provided in the resolution
of the Board of Directors or in these Bylaws, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and affairs of the
Corporation.



     4.2 COMMITTEE MINUTES



     Each committee shall keep regular minutes of its meetings and report the same to the Board of
Directors when required.



 









 





     4.3 MEETINGS AND ACTION OF COMMITTEES



     Meetings and actions of committees shall be governed by, and held and taken in accordance
with, the provisions of Article III of these Bylaws, Section 3.5 (place of meetings and meetings by
telephone), Section 3.6 (meetings), Section 3.7 (quorum), Section 3.8 (waiver of notice), Section
3.9 (adjournment and notice of adjournment), Section 3.10 (conduct of business), Section 3.11
(action by means of conference telephone or similar communications equipment) and 3.12 (action
without a meeting), with such changes in the context of those Bylaws as are necessary to substitute
the committee and its members for the Board of Directors and its members; provided, however, that
the time of regular meetings of committees may also be called by resolution of the Board of
Directors and that notice of meetings of committees shall also be given to all alternate members,
who shall, except as required by law, have the right to attend all meetings of the committee. The
Board of Directors may adopt rules for the government of any committee not inconsistent with the
provisions of these Bylaws and applicable law.



ARTICLE V




OFFICERS




     5.1 OFFICERS



     The officers of the Corporation shall be a Chief Executive Officer, one or more Vice
Presidents, a Secretary, a Chief Financial Officer and a Chief Accounting Officer. The Corporation
may also have, at the discretion of the Board of Directors, a Chairman of the Board, a President, a
Chief Operating Officer, one or more Executive, Senior or Assistant Vice Presidents, Assistant
Secretaries and any such other officers as may be appointed in accordance with the provisions of
Section 5.2 of these Bylaws. Any number of offices may be held by the same person.



     5.2 APPOINTMENT OF OFFICERS



     Except as otherwise provided in this Section 5.2, the officers of the Corporation shall be
appointed by the Board of Directors, subject to the rights, if any, of an officer under any
contract of employment. The Board of Directors may appoint, or empower an officer to appoint, such
officers and agents of the business as the Corporation may require (whether or not such officer or
agent is described in this Article V), each of whom shall hold office for such period, have such
authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may
from time to time determine. Any vacancy occurring in any office of the Corporation shall be filled
by the Board of Directors or may be filled by the officer, if any, who appointed such officer.



     5.3 REMOVAL AND RESIGNATION OF OFFICERS



     Subject to the rights, if any, of an officer under any contract of employment, any officer may
be removed, either with or without cause, by an affirmative vote of the majority of the Board of
Directors at any regular or special meeting of the Board of Directors or, except in the case of an
officer chosen by the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors or, in the case of an officer appointed by another officer, by
such other officer.



 









 





     Any officer may resign at any time by giving written notice to the Corporation. Any
resignation shall take effect at the date of the receipt of that notice or at any later time
specified in that notice; and, unless otherwise specified in that notice, the acceptance of the
resignation shall not be necessary to
make it effective. Any resignation is without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party.



     5.4 CHAIRMAN OF THE BOARD



     The Chairman of the Board, if such an officer be elected, shall, if present, preside at
meetings of the Board of Directors and exercise and perform such other powers and duties as may
from time to time be assigned to him or her by the Board of Directors or as may be prescribed by
these Bylaws.



     5.5 CHIEF EXECUTIVE OFFICER



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



     The Chief Executive Officer shall, without limitation, have the authority to execute bonds,
mortgages and other contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.



     5.6 PRESIDENT



     Subject to such supervisory powers as may be given by these Bylaws or the Board of Directors
to the Chairman of the Board or the Chief Executive Officer, if there be such officers, the
President shall have general supervision, direction and control of the business and supervision of
other officers of the Corporation, and shall have such other powers and duties as may be prescribed
by the Board of Directors or these Bylaws. In the event a Chief Executive Officer shall not be
appointed, the President shall have the duties of such office.



     5.7 VICE PRESIDENT



     In the absence or disability of the President, the Vice Presidents, if any, in order of their
rank as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board
of Directors, shall perform all the duties of the President and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall



 









 







have such other powers and perform such other duties as from time to time may be prescribed for
them respectively by the Board of Directors, these Bylaws, the Chief Executive Officer, the
President or the Chairman of the Board.



     5.8 SECRETARY



     The Secretary shall keep or cause to be kept, at the principal executive office of the
Corporation or such other place as the Board of Directors may direct, a book of minutes of all
meetings and actions of Directors, committees of Directors, and stockholders. The minutes shall
show the time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at Directors’ meetings or committee
meetings, the number of shares present or represented at stockholders’ meetings, and the
proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal executive
office of the Corporation or at the office of the Corporation’s transfer agent or registrar, as
determined by resolution of the Board of Directors, a share register, or a duplicate share
register, showing the names of all stockholders and their addresses, the number and classes of
shares held by each, the number and date of certificates evidencing such shares, and the number and
date of cancellation of every certificate surrendered for cancellation. The Secretary shall give,
or cause to be given, notice of all meetings of the stockholders and of the Board of Directors
required to be given by law or by these Bylaws. He or she shall keep the seal of the Corporation,
if one be adopted, in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or by these Bylaws.



     5.9 CHIEF FINANCIAL OFFICER



     The Chief Financial Officer shall deposit all money and other valuables in the name and to the
credit of the Corporation with such depositaries as may be designated by the Board of Directors. He
or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors,
shall render to the Chief Executive Officer and Directors, whenever they request it, an account of
all of his or her transactions as treasurer and of the financial condition of the Corporation, and
shall have such other powers and perform such other duties as may be prescribed by the Board of
Directors or these Bylaws.



     5.10 ASSISTANT SECRETARY



     The Assistant Secretary, or, if there is more than one, the Assistant Secretaries in the order
determined by the stockholders or Board of Directors (or if there be no such determination, then in
the order of their election) shall, in the absence of the Secretary or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board of Directors or the stockholders
may from time to time prescribe.



     5.11 CHIEF ACCOUNTING OFFICER



     The Chief Accounting Officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and business transactions of
the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares. The books of account shall at



 









 




all reasonable times be open to inspection by any Director. He or she shall render to the Chief
Executive Officer, the President, the Chief Financial Officer and the Directors, whenever they
request it, such
reports as any of them may require, and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or these Bylaws.




     5.12 AUTHORITY AND DUTIES OF OFFICERS



     In addition to the foregoing authority and duties, all officers of the Corporation shall have
such authority and perform such duties in the management of the business of the Corporation as may
be designated from time to time by the Board of Directors or the stockholders.



ARTICLE VI




INDEMNITY




     6.1 THIRD PARTY ACTIONS



     The Corporation shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that the person is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action, suit or proceeding
if he or she acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.



     6.2 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION



     The Corporation shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that he or she is or was a Director,
officer, employee or agent of Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred
by him or her in connection with the defense or settlement of such action or suit if he or she
acted in good faith and in manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Delaware Court of Chancery or



 









 




the court in which such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery
or such other court shall deem proper.




     6.3 SUCCESSFUL DEFENSE



     To the extent that a present or former Director or officer of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
Sections 6.1 and 6.2, or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or
her in connection therewith.



     6.4 DETERMINATION OF CONDUCT



     Any indemnification under Sections 6.1 and 6.2 (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case upon a determination that the
indemnification of the present or former Director, officer, employee or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set forth in Sections
6.1 and 6.2. Such determination shall be made, with respect to a person who is a Director or
officer at the time of such determination, (1) by a majority vote of the Directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee
of such Directors designated by majority vote of such Directors, even though less than a quorum or
(3) if there are no such Directors, of if such Directors so direct, by independent legal counsel in
a written opinion, or (4) by the stockholders.



     6.5 PAYMENT OF EXPENSES IN ADVANCE



     Expenses (including attorney’s fees) incurred by an officer, Director, employee, agent, former
Director or former officer of the Corporation in defending a civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of
the Director or officer to repay such amount if it shall ultimately be determined that he or she is
not entitled to be indemnified by the Corporation as authorized in this Article VI.



     6.6 INDEMNITY NOT EXCLUSIVE



     The indemnification and advancement of expenses provided by, or granted pursuant to, the other
sections of this Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested Directors or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such office.



     6.7 INSURANCE INDEMNIFICATION



     The Corporation shall have the power to purchase and maintain insurance on behalf of any
person who is or was a Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation, as a director, officer, employee or agent of another



 









 




corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the Corporation would have the power to indemnify him or her against such liability
under the provisions of this Article VI.




     6.8 THE CORPORATION



     For purposes of this Article VI, references to “the Corporation” shall include, in addition to
the resulting Corporation, any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in
the same position under and subject to the provisions of this Article VI (including, without
limitation the provisions of Section 6.4) with respect to the resulting or surviving corporation as
he would have with respect to such constituent corporation if its separate existence had continued.



     6.9 EMPLOYEE BENEFIT PLANS; FINES; SERVING AT THE REQUEST OF THE CORPORATION



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



     6.10 CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES



     The indemnification and advance of expenses provided by, or granted pursuant to, this Article
VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.



     6.11 SEVERABILITY



     If any provision or provisions of this Article VI shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the
remaining provisions of this Article VI (including, without limitation, each portion of any Section
of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VI
(including, without limitation, each such portion of any Section of this Article VI



 









 




containing any such provision held to be invalid, illegal or unenforceable) shall be construed so
as to give effect to the intent manifested by the provision or provisions held invalid, illegal or
unenforceable.




ARTICLE VII




RECORDS AND REPORTS




     7.1 MAINTENANCE AND INSPECTION OF RECORDS



     The Corporation shall, either at its principal executive office or at such place or places as
designated by the Board of Directors, keep a record of its stockholders listing their names and
addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as
amended to date, accounting books, and other records.



     Any stockholder of record, in person or by attorney or other agent, shall, upon written demand
under oath stating the purpose thereof, have the right during the usual hours for business to
inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its
other books and records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person’s interest as a stockholder. In every instance where an
attorney or other agent is the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing that authorizes the attorney or
other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the
Corporation at its registered office in Delaware or at its principal place of business.



     7.2 INSPECTION BY DIRECTORS



     Any Director shall have the right to examine the Corporation’s stock ledger, a list of its
stockholders and its other books and records for a purpose reasonably related to his or her
position as a Director. The Court of Chancery is hereby vested with the exclusive jurisdiction to
determine whether a Director is entitled to the inspection sought. The Court may summarily order
the Corporation to permit the Director to inspect any and all books and records, the stock ledger,
and the stock list and to make copies or extracts therefrom. The Court may, in its discretion,
prescribe any limitations or conditions with reference to the inspection, or award such other and
further relief as the Court may deem just and proper.



     7.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS



     The Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the
Chief Financial Officer, the Secretary or an Assistant Secretary of this Corporation, or any other
person authorized by the Board of Directors or the Chief Executive Officer, the President or a Vice
President, is authorized to vote, represent, and exercise on behalf of this Corporation all rights
incident to any and all shares of any other corporation or corporations standing in the name of
this Corporation. The authority granted herein may be exercised either by such person directly or
by any other person authorized to do so by proxy or power of attorney duly executed by such person
having the authority.



 









 





ARTICLE VIII




GENERAL MATTERS




     8.1 CHECKS



     From time to time, the Board of Directors shall determine by resolution which person or
persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other
evidences of indebtedness that are issued in the name of or payable to the Corporation, and only
the persons so authorized shall sign or endorse those instruments.



     8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS



     The Board of Directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute any instrument in
the name of and on behalf of the Corporation; such authority may be general or confined to specific
instances. Unless so authorized or ratified by the Board of Directors or within the agency power of
an officer, no officer, agent or employee shall have any power or authority to bind the Corporation
by any contract or engagement or to pledge its credit or to render it liable for any purpose or for
any amount.



     8.3 STOCK CERTIFICATES; PARTLY PAID SHARES



     The shares of a corporation shall be represented by certificates, provided that the Board of
Directors of the Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such resolution shall not
apply to shares represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every
holder of stock represented by certificates and upon request every holder of uncertificated shares
shall be entitled to have a certificate signed by, or in the name of the Corporation by the
Chairman of the Board or a vice-Chairman of the Board of Directors, or the Chief Executive Officer,
the President or any Vice President, and by the Chief Financial Officer, the Secretary or any
Assistant Secretary representing the number of shares registered in certificate form. Any or all of
the signatures on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased
to be such officer, transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.



     The Corporation may issue the whole or any part of its shares as partly paid and subject to
call for the remainder of the consideration to be paid therefor. Upon the face or back of each
stock certificate issued to represent any such partly paid shares or upon the books and records of
the Corporation in the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration
of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid
shares of the same class, but only upon the basis of the percentage of the consideration actually
paid thereon.



 









 





     8.4 SPECIAL DESIGNATION ON CERTIFICATES



     If the Corporation is authorized to issue more than one class of stock or more than one series
of any class, then the powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall issue to represent
such class or series of stock; provided, however, that, except as otherwise provided in Section 202
of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set
forth on the face or back of the certificate that the Corporation shall issue to represent such
class or series of stock a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and or rights.



     8.5 LOST CERTIFICATES



     Except as provided in this Section 8.5, no new certificates for shares shall be issued to
replace a previously issued certificate unless the latter is surrendered to the Corporation and
canceled at the same time. The Corporation may issue a new certificate of stock or uncertificated
shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed
certificate, or his or her legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate or uncertificated
shares.



     8.6 CONSTRUCTION; DEFINITIONS



     Unless the context requires otherwise, the general provisions, rules of construction, and
definitions in the General Corporation Law of Delaware shall govern the construction of these
Bylaws. Without limiting the generality of this provision, the singular number includes the plural,
the plural number includes the singular, and the term “person” includes both a Corporation and a
natural person.



     8.7 DIVIDENDS



     The Directors of the Corporation, subject to any restrictions contained in the Certificate and
these Bylaws, may declare and pay dividends upon the shares of its capital stock pursuant to the
General Corporation Law of Delaware. Dividends may be paid in cash, in property, or in shares of
the Corporation’s capital stock.



     The Directors of the Corporation may set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper purpose and may abolish any such
reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or
maintaining any property of the Corporation, and meeting contingencies.



 









 





     8.8 FISCAL YEAR



     The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors and
may be changed by the Board of Directors.



     8.9 SEAL



     The Corporation may adopt a corporate seal, which may be altered at pleasure, and may use the
same by causing it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.



     8.10 TRANSFER OF STOCK



     Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority
to transfer, it shall be the duty of the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate, and record the transaction in its books.



     8.11 STOCK TRANSFER AGREEMENTS



     The Corporation shall have power to enter into and perform any agreement with any number of
stockholders of any one or more classes of stock of the Corporation to restrict the transfer of
shares of stock of the Corporation of any one or more classes owned by such stockholders in any
manner not prohibited by the General Corporation Law of Delaware.



     8.12 REGISTERED STOCKHOLDERS



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



ARTICLE IX




AMENDMENTS




     9.1 AMENDMENTS



     The original or other Bylaws of the Corporation may be adopted, amended or repealed by the
stockholders entitled to vote; provided, however, that the Corporation may, in its Certificate,
confer the power to adopt, amend or repeal Bylaws upon the Directors. The fact that such power has
been so conferred upon the Directors shall not divest the stockholders of the power, nor limit
their power to adopt, amend or repeal Bylaws. Any adoption of new Bylaws or amendment or repeal of
these Bylaws must be approved by the holders of two-thirds of the shares entitled to vote on such
matter.