# **Exhibit 3(ii)**

 

 

AMENDED AND RESTATED BY-LAWS

 

OF

 

CANDELA CORPORATION

 

Article I.         Offices.

 

## **Section 1.**           RegisteredOffice.  The registered office of theCandela Corporation (the “Corporation”) shall be at The Corporation TrustCenter, 1209 Orange Street, in the City of Wilmington, County of New Castle,State of Delaware 19801.

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## **Section 2.**           AdditionalOffices.  The Corporation may alsohave offices at such other places, both within and without the State ofDelaware, as the Board of Directors may from time to time determine or as thebusiness of the Corporation may require.

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Article II.       Meetingsof Stockholders.

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## **Section 1.**           Timeand Place.  A meeting of stockholdersfor any purpose may be held at such time and place within or without the Stateof Delaware as shall be stated in the notice of the meeting or in a dulyexecuted waiver of notice thereof.

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## **Section 2.**           AnnualMeeting.  Annual meetings ofstockholders, commencing with the year 1985, shall be held on the secondTuesday in August if not a legal holiday, or, if a legal holiday, then onthe next secular day following, at 10:00 a.m., or at such other date andtime as shall, from time to time, be designated by the Board of Directors andstated in the notice of the meeting.  Atsuch annual meetings, the stockholders shall elect a Board of Directors andtransact such other business as may properly be brought before the meetings.

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## **Section 3.**           Noticeof Annual Meeting.  Written notice ofthe annual meeting, stating the place, date, and time thereof, shall be givento each stockholder entitled to vote at such meeting not less than ten (unlessa longer period is required by law) nor more than sixty days prior to themeeting.

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## **Section 4.**           SpecialMeetings.  Special meetings of thestockholders may be called for any purpose or purposes, unless otherwiseprescribed by statute or by the Certificate of Incorporation, by the Chairmanof the Board, if any, or the President, and shall be called by the President orSecretary at the request, in writing, of a majority of the Board of Directorsor of the stockholders owning a majority of the shares of capital stock of theCorporation issued and outstanding and entitled to vote.  Such request shall state the purpose of theproposed meeting.

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## **Section 5.**           Noticeof Special Meeting.  Written noticeof a special meeting, stating the place, date, and time thereof and the purposeor purposes for which the meeting is called, shall be given to each stockholderentitled to vote at such meeting not less than ten (unless a longer period isrequired by law) nor more than sixty days prior to the meeting.

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## **Section 6.**           Listof Stockholders.  The transfer agentor the officer in charge of the stock ledger of the Corporation shall prepareand make, at least ten days before every meeting of stockholders, a completelist of the stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each stockholder and the numberof shares registered in the name of each stockholder.  Such list shall be open to the examination ofany stockholder, for any purpose germane to the meeting, during ordinarybusiness hours, for a period of at least ten days prior to the meeting, at aplace within the city where the meeting is to be held, which place, if otherthan the place of the meeting, shall be specified in the notice of themeeting.  The list shall also be producedand kept at the place of the meeting during the whole time thereof and may beinspected by any stockholder who is present in person thereat.

 

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## **Section 7.**                                 Presiding Officer and Order of Business.

 

### **a)**                           Meetings of stockholder shall bepresided over by the Chairman of the Board. If he is not present or there is none, they shall be presided over bythe President, or, if he is not present or there is none, by a Vice President,or, if he is not present or there is none, by a person chosen by the Board ofDirectors, or, if no such person is present or has been chosen, by a chairmanto be chosen by the stockholders owning a majority of the shares of capitalstock of the Corporation issued and outstanding and entitled to vote at themeeting and who are present in person or represented by proxy.  The Secretary of the Corporation, or, if heis not present, an Assistant Secretary, or, if he is not present, a personchosen by the Board of Directors, shall act as Secretary at meetings ofstockholders; if no such person is present or has been chosen, the stockholdersowning a majority of the shares of capital stock of the Corporation issued andoutstanding and entitled to vote at the meeting who are present in person orrepresented by proxy shall choose any person present to act as secretary of themeeting.

 

### **                                      **b)          The following order of business, unless otherwisedetermined at the meeting, shall be observed as far as  practicable and consistent with the purposesof the meeting:

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(1)       Callof the meeting to order.

(2)       Presentationof proof of mailing of the notice of the meeting and, if the meeting is aspecial meeting, the call thereof.

(3)       Presentationof proxies.

(4)       Announcementthat a quorum is present.

(5)       Readingand approval of the minutes of the previous meeting.

(6)       Reports,if any, of officers.

(7)       Electionof directors, if the meeting is an annual meeting or a meeting called for thatpurpose.

(8)       Considerationof the specific purpose or purposes, other than the election of directors, forwhich the meeting has been called, if the meeting is a special meeting.

(9)       Transactionof such other business as may properly come before the meeting.

(10)     Adjournment.

 

## **Section 8.**           Quorumand Adjournments.

 

## **The presence in person or representation by proxy bythe holders of a majority of the shares of the capital stock of the Corporationissued and outstanding and entitled to vote shall be necessary to, and shallconstitute a quorum for, the transaction of business at all meetings of thestockholders, except as otherwise provided by statute or by the Certificate ofIncorporation.  If, however, a quorumshall not be present or represented at any meeting of the stockholders, thestockholders entitled to vote thereat who are present in person or representedby proxy shall have the power to adjourn the meeting from time to time until aquorum shall be present or represented. If the time and place of the adjourned meeting are announced at themeeting at which the adjournment is taken, no further notice of the adjournedmeeting need be given.  Even if a quorumshall be present or represented at any meeting of the stockholders, thestockholders entitled to vote thereat who are present in person or represented byproxy shall have the power to adjourn the meeting from time to time for goodcause to a date that is not more than thirty days after the date of theoriginal meeting.  Further notice of theadjourned meeting need not be given if the time and place thereof are announcedat the meeting at which the adjournment is taken.  At any adjourned meeting at which a quorum ispresent in person or represented by proxy, any business may be transacted thatmight have been transacted at the meeting as originally called.  If the adjournment is for more than thirtydays, or if, after the adjournment, a new record date is fixed for theadjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote thereat.**

 

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## **Section 9.**           Voting.

 

### **a)**                          At any meeting of thestockholders, every stockholder having the right to vote shall be entitled tovote in person or by proxy. Except as otherwise provided by law or theCertificate of Incorporation, each stockholder of record shall be entitled toone vote for each share of capital stock registered in his name on the books ofthe Corporation.

 

### **b)**                         All elections shall be determinedby a plurality vote, and, except as otherwise provided by law or theCertificate of Incorporation, all other matters shall be determined by a voteof a majority of the shares present in person or represented by proxy andvoting on such other matters.

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## **Section 10.**         Actionby Consent.  Any action required orpermitted by law or the-Certificate of Incorporation to be taken at any meetingof stockholders may be taken without a meeting, without prior notice if awritten consent, setting forth the action so taken, shall be signed by theholders of outstanding stock having not less than the minimum number of votesthat would be necessary to authorize or take such action at a meeting at whichall shares entitled to vote thereon were present or represented by proxy andvoted.  Such written consent shall befiled with the minutes of the meetings of stockholders.  Prompt notice of the taking of the corporateaction without a meeting by less than unanimous written consent shall be givento those stockholders who have not consented in writing thereto.

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## **Section 11.**         Noticeof Stockholder Business and Nominations.

 

                A.            Annual Meetings of Stockholders.

 

##### **1)             Nominationsof persons for election to the Board of Directors and the proposal of businessto be considered by the stockholders may be made at an annual meeting ofstockholders (a) pursuant to the Corporation’s notice of meeting, (b) byor at the direction of the Board of Directors or (c) by any stockholder ofthe Corporation who was a stockholder of record at the time of giving of noticeprovided for in this Section, who is entitled to vote at the meeting and whocomplies with the notice procedures set forth in this Section.**

 

##### **2)             Fornominations or other business to be properly brought before an annual meetingby a stockholder pursuant to clause (c) of paragraph (A)(1) of thisSection, the stockholder must have given timely notice thereof in writing tothe Secretary of the Corporation and such other business must otherwise be aproper matter for stockholder action.  Tobe timely, a stockholder’s notice shall be delivered to the Secretary at theprincipal executive offices of the Corporation not later than the close ofbusiness on the one hundred twentieth (120th) day nor earlier than the close ofbusiness on the one hundred fiftieth (150th) day prior to the first anniversaryof the preceding year’s annual meeting; provided, however, that in the eventthat the date of the annual meeting is more than thirty (30) days before ormore than sixty (60) days after such an anniversary date, notice by thestockholder to be timely must be so delivered not earlier than the close ofbusiness on the ninetieth (90th) day prior to such annual meeting and not laterthan the close of business on the later of the sixtieth (60th) day prior tosuch annual meeting or the close of business on the tenth (10th) day followingthe day on which public announcement of the date of such meeting is first madeby the Corporation.  Such stockholder’snotice shall set forth (a) as to each person whom the stockholder proposesto nominate for election or reelection as a director all information relatingto such person that is required to be disclosed in solicitations of proxies forelection of directors, or is otherwise required, in each case pursuant toRegulation 14A under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”) (including such person’s written consent to being named in the proxystatement as a nominee and to serving as a director if elected); (b) as toany other business that the stockholder proposes to bring before the meeting, abrief description of the business desired to be brought before the meeting, thereasons for conducting such business at the meeting and any material interestin such business of such stockholder and the beneficial owner, if any, on whosebehalf the proposal is made; and (c) as to the stockholder giving thenotice and the beneficial owner, if any, on whose**

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behalf the nomination or proposal is made (i) thename and address of such stockholder,as they appear on the Corporation’s books,and of such beneficial owner and (ii) the class and number of shares ofthe Corporation that are owned beneficially and held of record by suchstockholder and such beneficial owner.

 

##### **3)             Notwithstandinganything in the second sentence of paragraph (A)(2) of this Section tothe contrary, in the event that the number of directors to be elected to theBoard of Directors of the Corporation is increased and there is no publicannouncement by the Corporation naming all of the nominees for director orspecifying the size of the increased Board of Directors at least seventy (70)days prior to the first anniversary of the preceding year’s annual meeting (or,if the annual meeting is held more than thirty (30) days before or sixty (60)days after such anniversary date, at least seventy (70) days prior to suchannual meeting), a stockholder’s notice required by this Section shallalso be considered timely, but only with respect to nominees for any newpositions created by such increase, if it shall be delivered to the Secretaryat the principal executive office of the Corporation not later than the closeof business on the tenth (10th) day following the day on which such publicannouncement is first made by the Corporation.**

 

B.            SpecialMeetings of Stockholders.

 

Only such business shall be conducted at a special meeting ofstockholders as shall have been brought before the meeting pursuant to theCorporation’s notice of meeting. Nominations of persons for election to the Board of Directors may bemade at a special meeting of stockholders at which directors are to be electedpursuant to the Corporation’s notice of meeting (a) by or at the directionof the Board of Directors or (b) provided that the Board of Directors hasdetermined that directors shall be elected at such meeting, by any stockholderof the Corporation who is a stockholder of record at the time of giving ofnotice of the special meeting, who shall be entitled to vote at the meeting andwho complies with the notice procedures set forth in this Section.  In the event the Corporation calls a specialmeeting of stockholders for the purpose of electing one or more directors tothe Board of Directors, any such stockholder may nominate a person or persons(as the case may be), for election to such position(s) as specified in theCorporation’s notice of meeting, if the stockholder’s notice required byparagraph (A)(2) of this Section shall be delivered to the Secretaryat the principal executive offices of the Corporation not earlier than theninetieth (90th) day prior to such special meeting nor later than the later of (x) theclose of business of the sixtieth (60th) day prior to such special meeting orthe (y) the close of business of the tenth (10th) day following the day onwhich public announcement is first made of the date of the special meeting andof the nominees proposed by the Board of Directors to be elected at suchmeeting.

 

C.            General.

 

##### **1)             Onlysuch persons who are nominated in accordance with the procedures set forth inthis Section shall be eligible to serve as directors and only suchbusiness shall be conducted at a meeting of stockholders as shall have beenbrought before the meeting in accordance with the procedures set forth in thisSection.  Except as otherwise provided bylaw, charter provision or these By-Laws, the chairman of the meeting shall havethe power and duty to determine whether a nomination or any business proposedto be brought before the meeting was made or proposed, as the case may be, inaccordance with the procedures set forth in this Section and, if anyproposed nomination or business is not in compliance herewith to declare thatsuch defective proposal or nomination shall be disregarded.**

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##### **2)             Forpurposes of this Section, “public announcement” shall mean disclosure in apress release reported by the Dow Jones News Service, Associated Press or othernational news service or in a document publicly filed by the Corporation withthe Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) ofthe Exchange Act.**

 

##### **3)             Notwithstandingthe foregoing provisions of this Section, a stockholder shall also comply withall applicable requirements of the Exchange Act and the rules andregulations thereunder with respect to the matters set forth herein.  Nothing in this Section shall be deemedto affect any rights (i) of stockholders to request inclusion of proposalsin the Corporation’s proxy statement pursuant to Rule 14a-8 under theExchange Act or (ii) of the holders of any series of Preferred Stock toelect directors pursuant to a charter provision.**

 

Article III.      Directors.

 

## **Section 1.**           GeneralPowers, Number, and Tenure. The business of the Corporation shall bemanaged by its Board of Directors, which may exercise all powers of the Corporationand perform all lawful acts that are not by law, the Certificate ofIncorporation, or these By-Laws directed or required to be exercised orperformed by the stockholders.  Thenumber of directors shall be determined by the Board of Directors; if no suchdetermination is made, the number of directors shall be one.  The directors shall be elected at the annualmeeting of the stockholders, except as provided in Section 2 of thisArticle, and each director elected shall hold office until the next annualmeeting and until his successor is elected and shall qualify.  Directors need not be stockholders.

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## **Section 2.**           Vacancies.If any vacancies occur in the Board of Directors, or if any new directorshipsare created, they may be filled by a majority of the directors then in office,although less than a quorum, or by a sole remaining director.  Each director so chosen shall hold officeuntil the next annual meeting of stockholders and until his successor is dulyelected and shall qualify.  If there areno directors in office, any officer or stockholder may call a special meetingof stockholders in accordance with the provisions of the Certificate ofIncorporation or these By-Laws, at which meeting such vacancies shall befilled.

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## **Section 3.**           Removalor Resignation.

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### **                                      **a)         Exceptas otherwise provided by law or the Certificate of Incorporation, any directoror the entire Board of Directors may be removed, with or without cause, by theholders of a majority of the shares then entitled to vote at an election ofdirectors.

 

### **                                         **b)        Anydirector may resign at any time by giving written notice to the Board ofDirectors, the Chairman of the Board, if any, or the President or Secretary ofthe Corporation.  Unless otherwisespecified in such written notice, a resignation shall take effect on deliverythereof to the Board of Directors or the designated officer.  It shall not be necessary for a resignationto be accepted before it becomes effective.

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## **Section 4.**           Placeof Meetings.  The Board of Directorsmay hold meetings, both regular and special, either within or without the Stateof Delaware.

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## **Section 5.**           AnnualMeeting.  The annual meeting of eachnewly elected Board of Directors shall be held immediately following the annualmeeting of stockholders, and no notice of such meeting shall be necessary tothe newly elected directors in order to constitute the meeting legally,provided a quorum shall be present.

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## **Section 6.**           RegularMeetings.  Additional regularmeetings of the Board of Directors may be held without notice of such time andplace as may be determined from time to time by the Board of Directors.

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## **Section 7.**           SpecialMeetings.  Special meetings of theBoard of Directors may be called by the Chairman of the Board, the President,or by two or more directors on at least two days’ notice to each director, ifsuch notice is delivered personally or sent by telegram, or on at least threedays’ notice if sent by mail.  Specialmeetings shall be called by the Chairman of the Board, President, Secretary, or

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## ** two or moredirectors in like manner and on like notice on the written request of one-halfor more of the number of directors then in office.  Any such notice need not state the purpose orpurposes of such meeting, except as provided in Article XI.**

 

## **Section 8.**           Quorumand Adjournments.  At all meetings ofthe Board of Directors, a majority of the directors then in office shallconstitute a quorum for the transaction of business, and the act of a majorityof the directors present at any meeting at which there is a quorum shall be theact of the Board of Directors, except as may be otherwise specifically providedby law or the Certificate of Incorporation. If a quorum is not present at any meeting of the Board of Directors, thedirectors present may adjourn the meeting from time to time, without noticeother than announcement at the meeting at which the adjournment is taken, untila quorum shall be present.

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## **Section 9.**           Compensation.  Directors shall be entitled to suchcompensation for their services as directors and to such reimbursement for anyreasonable expenses incurred in attending directors’ meetings as may from timeto time be fixed by the Board of Directors. The compensation of directors may be on such basis as is determined bythe Board of Directors.  Any director maywaive compensation for any meeting.  Anydirector receiving compensation under these provisions shall not be barred fromserving the Corporation in any other capacity and receiving compensation andreimbursement for reasonable expenses for such other services.

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## **Section 10.**         Actionby Consent.  Any action required orpermitted to be taken at any meeting of the Board of Directors may be takenwithout a meeting, and without prior notice, if a written consent to such actionis signed by all members of the Board of Directors and such written consent isfiled with the minutes of its proceedings.

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## **Section 11.**         Meetingsby Telephone or Similar Communications Equipment.  The Board of Directors may participate in ameeting by conference telephone or similar communications equipment by means ofwhich all directors participating in the meeting can hear each other, andparticipation in such a meeting shall constitute presence in person by any suchdirector at such meeting.

 

Article IV.      Committees.

 

## **Section 1.**           ExecutiveCommittee.  The Board of Directors,by resolution adopted by a majority of the whole Board, may appoint anExecutive Committee consisting of one or more directors, one of whom shall bedesignated as Chairman of the Executive Committee.  Each member of the Executive Committee shallcontinue as a member thereof until the expiration of his term as a director orhis earlier resignation, unless sooner removed as a member or as a director.

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## **Section 2.**           Powers.  The Executive Committee shall have and mayexercise those rights, powers, and authority of the Board of Directors as mayfrom time to time be granted to it by the Board of Directors to the extentpermitted by law, and may authorize the seal of the Corporation to be affixedto all papers that may require it.

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## **Section 3.**           Procedureand Meetings.  The ExecutiveCommittee shall fix its own rules of procedure and shall meet at suchtimes and at such place or places as may be provided by such rules or asthe members of the Executive Committee shall fix.  The Executive Committee shall keep regularminutes of its meetings, which it shall deliver to the Board of Directors fromtime to time.  The Chairman of theExecutive Committee or, in his absence, a member of the Executive Committeechosen by a majority of the members present, shall preside at meetings of theExecutive Committee; and another member chosen by the Executive Committee shallact as Secretary of the Executive Committee.

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## **Section 4.**           Quorum.  A majority of the Executive Committee shallconstitute a quorum for the transaction of business, and the affirmative voteof a majority of the members present at any meeting at which there is a quorumshall be required for any action of the Executive Committee; provided, however,that when an Executive Committee of one member is authorized under theprovisions of Section 1 of this Article, that one member shall constitutea quorum.

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## **Section 5.**           OtherCommittees.  The Board of Directors,by resolutions adopted by a majority of the whole Board, may appoint such othercommittee or committees as it shall deem advisable and with such rights, power,and authority as it shall prescribe. Each such committee shall consist of one or more directors.

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## **Section 6.**           CommitteeChanges.  The Board of Directorsshall have the power at any time to fill vacancies in, to change the membershipof, and to discharge any committee.

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## **Section 7.**           Compensation.  Members of any committee shall be entitled tosuch compensation for their services as members of the committee and to suchreimbursement for any reasonable expenses incurred in attending committeemeetings as may from time to time be fixed by the Board of Directors.  Any member may waive compensation for anymeeting.  Any committee member receivingcompensation under these provisions shall not be barred from serving theCorporation in any other capacity and from receiving compensation andreimbursement of reasonable expenses for such other services.

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## **Section 8.**           Actionby Consent.  Any action required orpermitted to be taken at any meeting of any committee of the Board of Directorsmay be taken without a meeting if a written consent to such action is signed byall members of the committee and such written consent is filed with the minutesof its proceedings.

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## **Section 9.**           Meetingsby Telephone or Similar Communications Equipment.  The members of any committee designated bythe Board of Directors may participate in a meeting of such committee byaddress as it appears on the records of the Corporation.

 

Article V.       Notices.

 

## **Section 1.**           Form andDelivery.  Whenever a provision ofany law, the Certificate of Incorporation, or these By-Laws requires thatnotice be given to any director or stockholder, it shall not be construed torequire personal notice unless so specifically provided, but such notice may begiven in writing, by mail addressed to the address of the director orstockholder as it appears on the records of the Corporation, with postageprepaid.  These notices shall be deemedto be given when they are deposited in the United States mail.  Notice to a director may also be givenpersonally or by telephone or by facsimile transmission sent to the address ofsuch director as it appears on the records of the Corporation.  In addition, any stockholder who attends ameeting of stockholders in person or is represented at such meeting by proxy,without protesting at the commencement of the meeting the lack of noticethereof to him, or any director who attends a meeting of the Board of Directorswithout protesting at the commencement of the meeting of the lack of notice,shall be conclusively deemed to have waived notice of such meeting.

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## **Section 2.**           Waiver.  Whenever any notice is required to be givenunder the provisions of any law, the Certificate of Incorporation, or theseBy-Laws, a written waiver thereof signed by the person entitled to said notice,whether before or after conference telephone or similar communicationsequipment by means of which all persons participating in such a meeting canhear each other, and participation in such a meeting shall constitute presencein person by any such committee member at such meeting.

 

Article VI.      Officers.

 

## **Section 1.**           Designations.  The officers of the Corporation shall bechosen by the Board of Directors.  TheBoard of Directors may choose a Chairman of the Board, a President, a VicePresident or Vice Presidents, a Secretary, a Treasurer, one or more AssistantSecretaries and/or Assistant Treasurers, and other officers and agents that itshall deem necessary or appropriate.  Allofficers of the Corporation shall exercise the powers and perform the dutiesthat shall from time to time be determined by the Board of Directors.  Any number of offices may be held by the sameperson, unless the Certificate of Incorporation or these By-Laws provideotherwise.

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## **Section 2.**           Termof, and Removal From, Office.  At itsfirst regular meeting each annual meeting of stockholders, the Board ofDirectors shall choose a President, a Secretary, and a Treasurer.  It may also choose a Chairman of the Board, aVice President or Vice Presidents, one or more Assistant Secretaries and/orAssistant Treasurers, and such other officers and agents as it shall deem necessaryor appropriate.  Each officer of theCorporation shall hold office until his successor is chosen and shallqualify.  Any officer elected orappointed by the Board of Directors may be removed, with or without cause, atany time by the affirmative vote of a majority of the directors then inoffice.  Removal from office, however,shall not prejudice the contract rights, if any, of the person removed.

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## **Any vacancy occurring in any office of theCorporation may be filled for the unexpired portion of the term by the Board ofDirectors.**

 

## **Section 3.**           Compensation.  The salaries of all officers of theCorporation shall be fixed from time to time by the Board of Directors, and noofficer shall be prevented from receiving a salary because he is also adirector of the Corporation.

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## **Section 4.**           TheChairman of the Board.  The Chairmanof the Board, if any, shall be an officer of the Corporation and, subject tothe direction of the Board of Directors, shall perform such executive,supervisory, and management functions and duties as may be assigned to him fromtime to time by the Board of Directors. He shall, if present, preside at all meetings of stockholders and of theBoard of Directors.

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## **Section 5.**           ThePresident.

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### **                                      **a)          Unless otherwise provided by the Board of Directors, thePresident shall be the chief executive officer of the Corporation and, subjectto the direction of the Board of Directors, shall have general charge of thebusiness, affairs, and property of the Corporation and general supervision overits other officers and agents.  Ingeneral, he shall perform all duties incident to the office of President andshall see that all orders and resolutions of the Board of Directors are carriedinto effect.

 

### **                                      **b)          Unless otherwise prescribed by the Board of Directors, thePresident shall have full power and authority to attend, act, and vote onbehalf of the Corporation at any meeting of the security holders of othercorporations in which the Corporation may hold securities.  At any such meeting, the President shallpossess and may exercise any and all rights and powers incident to theownership of such securities that the Corporation might have possessed andexercised if it had been present.  TheBoard of Directors may from time to time confer like powers upon any otherperson or persons.

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## **Section 6.**           TheVice President.  The Vice President,if any, or in the event there be more than one, the Vice Presidents in theorder designated, or in the absence of any designation, in the order of theirelection, shall, in the absence of the President or in the event of hisdisability, perform the duties and exercise the powers of the President andshall generally assist the President and perform such other duties and havesuch other powers as may from time to time be prescribed by the Board ofDirectors.

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## **Section 7.**           TheSecretary.  The Secretary shallattend all meetings of the Board of Directors and the stockholders and recordall votes and the proceedings of the meetings in a book to be kept for thatpurpose.  He shall perform like dutiesfor the Executive Committee or other committees, if required.  He shall give, or cause to be given, noticeof all meetings of stockholders and special meetings of the Board of Directors,and shall perform such other duties as may from time to time be prescribed bythe Board of Directors, the Chairman of the Board, or the President, underwhose supervision he shall act.  He shallhave custody of the seal of the Corporation, and he, or an Assistant Secretary,shall have authority to affix it to any instrument requiring it, and, when soaffixed, the seal may be attested to by his signature or by the signature ofthe Assistant Secretary.  The Board ofDirectors may give general authority to any other officer to affix the seal ofthe Corporation and to attest the affixing thereof by his signature.

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## **Section 8.**           TheAssistant Secretary.  The AssistantSecretary, if any, or in the event there be more than one, the AssistantSecretaries in the order designated, or in the absence of any designation, inthe order of their election, shall, in the absence of the Secretary or in theevent of his disability, perform the duties and exercise the powers of theSecretary and shall perform such other duties and have such other powers as mayfrom time to time be prescribed by the Board of Directors.

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## **Section 9.**           TheTreasurer.  The Treasurer shall havecustody of the corporate funds and other valuable effects, includingsecurities, and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the Corporation and shall deposit allmoneys and other valuable effects in the name and to the credit of theCorporation in such depositories as may from time to time be designated by theBoard of Directors.  He shall disbursethe funds of the Corporation in accord with the orders of the Board ofDirectors, taking proper vouchers for such disbursements, and shall render tothe Chairman of the Board, if any, the President, and the Board of Directors,whenever they may 

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## **require it or at regular meetings of the Board, anaccount of all his transactions as Treasurer and of the financial condition ofthe Corporation.**

 

## **Section 10.**         TheAssistant Treasurer.  The AssistantTreasurer, if any, or in the event there shall be more than one, the AssistantTreasurers in the order designated, or in the absence of any designation, inthe order of their election, shall, in the absence of the Treasurer or in theevent of his disability, perform such other duties and have such other powersas may from time to time be prescribed by the Board of Directors.

 

Article VII.     Indemnification.

 

Reference is made to Section 145 and any other relevant provisionsof the General Corporation Law of the State of Delaware.  Particular reference is made to the class ofpersons, hereinafter called “Indemnitees”, who may be indemnified by a Delawarecorporation pursuant to the provisions of such Section 145, namely, anyperson, or the heirs, executors, or administrators of such person, who was oris a party or is threatened to be made a party to any threatened, pending orcompleted action, suit, or proceeding, whether civil, criminal, administrative,or investigative, by reason of the fact that such person is or was a director,officer, employee, or agent of such corporation or is or was serving at therequest of such corporation as a director, officer, employee, or agent of suchcorporation or is or was serving at the request of such corporation as adirector, officer, employee, or agent of another corporation, partnership,joint venture, trust, or other enterprise. The corporation shall, and is hereby obligated to, indemnify theIndemnitees, and each of them, in each and every situation where the.  Corporation is obligated to make such indemnificationpursuant to the aforesaid statutory provisions. The Corporation shall indemnify the Indemnitees, and each of them, ineach and every situation where, under the aforesaid statutory provisions, theCorporation is not obligated, but is nevertheless permitted or empowered, tomake such indemnification, it being understood that, before making suchindemnification with respect to any situation covered under this sentence, (i) theCorporation shall promptly make or cause to be made, by any of the methodsreferred to in Subsection (d) of such Section 145, a determination asto whether each Indemnitee acted in good faith and in a manner he reasonablybelieved to be in, or not opposed to, the best interests of the Corporation,and, in the case of any criminal action or proceeding, had no reasonable causeto believe that his conduct was unlawful, and (ii) that no suchindemnification shall be made unless it is determined that such Indemniteeacted in good faith and in a manner he reasonably believed to be in, or notopposed to, the best interests of the Corporation, and, in the case of anycriminal action or proceeding, had no reasonable cause to believe that hisconduct was unlawful.

 

 

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Article III.      AffiliatedTransactions and Interested Directors.

 

## **Section 1.**           AffiliatedTransactions.  No contract ortransaction between the Corporation and one or more of its directors orofficers, or between the Corporation and any other corporation, partnership,association, or other organization in which one or more of its directors orofficers are directors or officers or have a financial interest, shall be voidor voidable solely for this reason, or solely because the director or officeris present at or participates in the meeting of the Board of Directors orcommittee thereof that authorizes the contract or transaction or solely becausehis or their votes are counted for such purpose if:

## ** **

### **                                      **a)          The material facts as to his relationship or interest andas to the contract or transaction are disclosed or are known to the Board ofDirectors or the committee, and the Board of Directors or committee in goodfaith authorizes the contract or transaction by the affirmative vote of amajority of the disinterested directors, even though the disinteresteddirectors be less than a quorum; or

 

### **                                      **b)          The material facts as to his relationship or interest andas to the contract or transaction are disclosed or are known to thestockholders entitled to vote thereon, and the contract or transaction isspecifically approved in good faith by the vote of the stockholders; or

 

### **                                      **c)          The contract or transaction is fair as to the Corporationas of the time it is authorized, approved, or ratified by the Board ofDirectors, a committee thereof, or the stockholders.

### ** **

## **Section 2.**           DeterminingQuorum.  Common or interesteddirectors may be counted in determining the presence of a quorum at a meetingof the Board of Directors or of a committee thereof which authorizes thecontract or transaction.

 

Article IX.      StockCertificates.

 

## **Section 1.**           Form andSignatures.

## ** **

### **                                      **a)          Every holder of stock of the Corporation shall be entitledto a certificate stating the number and class, and series, if any, of sharesowned by him, signed by the Chairman of the Board, if any, or the President andthe Treasurer or an Assistant Treasurer, or the Secretary or an AssistantSecretary of the Corporation, and bearing the seal of the Corporation.  The signatures and the seal may befacsimiles.  A certificate may be signed,manually or by facsimile, by a transfer agent or registrar other than theCorporation or its employee.  In case anyofficer who has signed, or whose facsimile signature was placed on, acertificate shall have ceased to be such officer before the certificate isissued, it may nevertheless be issued by the Corporation with the same effectas if he were such officer at the date of its issue.

 

### **                                      **b)          All stock certificates representing shares of capital stockthat are subject to restrictions on transfer or to other restrictions may haveimprinted hereon any notation to that effect determined by the Board ofDirectors.

 

### **                                      **c)          Notwithstanding any other provision in these By-Laws, thecorporation may adopt a system of issuance, recordation and transfer of itsshares by electronic or other means not involving any issuance of certificates,including provisions for notice to purchasers in substitution for any requiredstatements on certificates, and as may be required by applicable corporatesecurities laws, which system has been approved by the United States Securitiesand Exchange Commission. Any system so adopted shall not become effective as toissued and outstanding certificated securities until the certificates thereforhave been surrendered to the corporation.

### ** **

## **Section 2.**           Registrationof Transfer.  Upon surrender to theCorporation or any transfer agent of the Corporation of a certificate forshares duly endorsed or accompanied by proper evidence of succession,assignment, or authority to transfer, the Corporation or its transfer agent shallissue a new certificate to the person entitled thereto, cancel the oldcertificate, and record the transaction upon the books of the Corporation.

## ** **

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## ** **

## **Section 3.**           RegisteredStockholders.

 

### **                                      **a)          Except as otherwise provided by law, the Corporation shallbe entitled to recognize the exclusive right of a person who is registered onits books as the owner of shares of its capital stock to receive dividends orother distributions and to vote or consent as such owner, and to hold liablefor calls and assessments any person who is registered on its books as theowner of shares of its capital stock. The Corporation shall not be bound to recognize any equitable or legalclaim to, or interest in, such shares on the part of any other person.

 

### **                                      **b)          If a stockholder desires that notices and/or dividendsshall be sent to a name or address other than the name or address appearing onthe stock ledger maintained by the Corporation, or its transfer agent orregistrar, if any, the stockholder shall have the duty to notify theCorporation, or its transfer agent or registrar, if any, in writing of hisdesire and specify the alternate name or address to be used.

### ** **

## **Section 4.**           RecordDate.  In order that the Corporationmay determine the stockholders of record who are entitled to receive notice of,or to vote at, any meeting of stockholders or any adjournment thereof or toexpress consent to corporate action in writing without a meeting, to receivepayment of any dividend or other distribution or allotment of any rights, or toexercise any rights in respect of any change, conversion, or exchange of stockor for the purpose of any lawful action, the Board of Directors may, inadvance, fix a date as the record date for any such determination.  Such date shall not be more than sixty norless than ten days before the date of such meeting, nor more than sixty daysprior to the date of any other action.  Adetermination of stockholders of record entitled to notice of, or to vote at, ameeting of stockholders shall apply to any adjournment of the meeting takenpursuant to Section 8 of Article II; provided, however, that theBoard of Directors may fix a new record date for the adjourned meeting.

## ** **

## **Section 5.**           Lost,Stolen, or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued toreplace any certificate theretofore issued by the Corporation that, it isclaimed, has been lost, stolen, or destroyed, upon the making of an affidavitof that fact by the person claiming the certificate to be lost, stolen, ordestroyed.  When authorizing the issue ofa new certificate, the Board of Directors may, in its discretion and as acondition precedent to the issuance thereof, require the owner of the lost,stolen, or destroyed certificate, or his legal representative, to advertise thesame in such manner as it shall require, and/or to give the Corporation a bondin such sum, or other security in such form, as it may direct as indemnityagainst any claims that may be made against the Corporation with respect to thecertificate claimed to have been lost, stolen, or destroyed.

 

Article X.       GeneralProvisions.

 

## **Section 1.**           Dividends.  Subject to the provisions of law and theCertificate of Incorporation, dividends upon the outstanding capital stock ofthe Corporation may be declared by the Board of Directors at any regular orspecial meeting, and may be paid in cash, in property, or in shares of theCorporation’s capital stock.

## ** **

## **Section 2.**           Reserves.  The Board of Directors shall have full power,subject to the provisions of law and the Certificate of Incorporation, todetermine whether any, and, if so, what part, of the funds legally availablefor the payment of dividends shall be declared as dividends and paid to thestockholders of the Corporation.  TheBoard of Directors, in its sole discretion, may fix a sum that may be set asideor reserved over and above the paid-in capital of the Corporation as a reservefor any proper purpose, and may, from time to time, increase, diminish, or varysuch amount.

## ** **

## **Section 3.**           FiscalYear.  Except as from time to timeotherwise provided by the Board of Directors, the fiscal year of theCorporation shall end on June 30 of each year.

 

## **Section 4.**           Seal.  The corporate seal shall have inscribedthereon the name of the Corporation, the year of its incorporation, and thewords “Corporate Seal” and “Delaware”.

## ** **

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Article XI.      Amendments.

 

The Board ofDirectors shall have the power to alter and repeal these By-Laws and to adoptnew By-Laws by an affirmative vote of a majority of the whole Board, providedthat notice of the proposal to alter or repeal these By-Laws or to adopt newBy-Laws must be included in the notice of the meeting of the Board of Directorsat which such action takes place.

 

 
| Register of Amendments to the By-Laws                                   |   |                             |   |                                                         |
|-------------------------------------------------------------------------|--------|----------------------------------|--------|--------------------------------------------------------------|
| Date                                                                    |   | Section Affected            |   | Change                                                       |
| March 8, 1994                                                      |   | Article II, Section 11 |   | Added Article II,  Section 11                      |
| Approved on August 21, 2007  and ratified on January 25, 2008 |   | Article IX, Section 1  |   | Added paragraph (c) to Article IX,  Section 1 |

 

 

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