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     SECTION 4. Notice of Meetings. Except as otherwise expressly required by statute,written notice of each annual and special meeting of stockholders stating the date, place and hourof the meeting, and, in the case of a special meeting, the purpose or purposes for which themeeting is called, shall be given to each stockholder of record entitled to vote thereat, and toany other stockholder to whom the giving of notice shall be required by law, not less than ten (10)nor more than sixty (60) days before the date of the meeting. Business transacted at any specialmeeting of stockholders shall be limited to the purposes stated in the notice. Notice shall begiven personally or by mail and, if by mail, shall be sent in a postage prepaid envelope, addressedto the stockholder at his address as it appears on the records of the Corporation. Notice by mailshall be deemed given at the time when the same shall be deposited in the United States mail,postage prepaid. Notice of any meeting shall not be required to be given to any person who attendssuch meeting, except when such person attends the meeting in person or by proxy for the expresspurpose of objecting, at the beginning of the meeting, to the transaction of any business becausethe meeting is not lawfully called or convened, or who, either before or after the meeting, shallsubmit a signed written waiver of notice, in person or by proxy. Neither the business to betransacted at, nor the purpose of, an annual or special meeting of stockholders need be specifiedin any written waiver of notice. Any previously scheduled meeting of the stockholders may bepostponed, and (unless the Certificate of Incorporation provides otherwise) any special meeting ofthe stockholders may be cancelled, by resolution of the Board of Directors upon public notice givenprior to the date previously scheduled for such meeting of stockholders.     SECTION 5. List of Stockholders. The Secretary of the Corporation shall prepare and make, atleast ten (10) days before each meeting of stockholders, a complete list of the stockholdersentitled to vote at the meeting, arranged in alphabetical order, showing the address of and thenumber of shares registered in the name of each stockholder. Such list shall be open to theexamination of any stockholder, for any purpose germane to the meeting, during ordinary businesshours, for a period of at least ten (10) days prior to the meeting, either through a reasonablyaccessible electronic network, provided that the information required to gain access to such listis provided with the notice of the meeting, or during ordinary business hours, at the principalplace of business of the Corporation. The list shall be produced and kept at the time and place ofthe meeting during the whole time thereof, and may be inspected by any stockholder who is present.     SECTION 6. Quorum, Adjournments. The holders of a majority of the voting power of theissued and outstanding stock of the Corporation entitled to vote thereat, present in person orrepresented by proxy, shall constitute a quorum for the transaction of business at all meetings ofstockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If,however, such quorum shall not be present or represented by proxy at any meeting of stockholders,the Chairman of the Board of Directors, the Chief Executive Officer or a majority of thestockholders entitled to vote thereat, present in person or represented by proxy, shall have thepower to adjourn the meeting from time to time, without notice other than announcement at themeeting, until a quorum shall be present or represented by proxy. At such adjourned meeting atwhich a quorum shall be present or represented by proxy, any business may be transacted which mighthave been transacted at the meeting as originally called. If the adjournment is for
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more than thirty (30) days, or, if after adjournment a new record date is set, a notice of theadjourned meeting shall be given to each stockholder of record entitled to vote at the meeting     SECTION 7. Organization. At each meeting of stockholders, the Chairman of the Board,if one shall have been elected, or, in his absence or inability to act or if one shall not havebeen elected, the Chief Executive Officer or the President shall act as chairman of the meeting.The Secretary or, in his absence or inability to act, the person whom the chairman of the meetingshall appoint secretary of the meeting shall act as secretary of the meeting and keep the minutesthereof.     SECTION 8. Order of Business. The order of business at all meetings of thestockholders shall be as determined by the chairman of the meeting.     SECTION 9. Voting. Except as otherwise provided by statute or the Certificate ofIncorporation (including pursuant to any duly authorized certificate of designation), eachstockholder of the Corporation shall be entitled at each meeting of stockholders to one vote foreach share of capital stock of the Corporation standing in his name on the record of stockholdersof the Corporation:     (a) on the date fixed pursuant to the provisions of Section 14 of Article II of these Bylawsas the record date for the determination of the stockholders who shall be entitled to notice of andto vote at such meeting; or     (b) if no such record date shall have been so fixed, then at the close of business on the daynext preceding the day on which notice thereof shall be given, or, if notice is waived, at theclose of business on the date next preceding the day on which the meeting is held.     Each stockholder entitled to vote at any meeting of stockholders may authorize another personor persons to act for him by a proxy signed by such stockholder or his attorney-in-fact dulyauthorized in writing, or transmitted as permitted by law, including, without limitation, viatelegram, cablegram or other means of electronic transmission, but no proxy shall be voted afterthree (3) years from its date, unless the proxy provides for a longer period. Any such proxy shallbe delivered to the secretary of the meeting at or prior to the time designated in the order ofbusiness for so delivering such proxies. Any proxy transmitted electronically shall set forthinformation from which it can be determined that such electronic transmission was authorized by thestockholder. When a quorum is present at any meeting, the vote of the holders of a majority of thevoting power of the issued and outstanding stock of the Corporation entitled to vote thereon,present in person or represented by proxy, shall decide any question brought before such meeting,unless the question is one upon which by express provision of statute or of the Certificate ofIncorporation or of these Bylaws, a different vote is required, in which case such expressprovision shall govern and control the decision of such question. Unless required by statute, ordetermined by the chairman of the meeting to be advisable, the vote on any question need not be byballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by hisproxy, if there by such proxy, and shall state the number of shares voted and the number of votesto which each share is entitled.
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     SECTION 10. Inspectors. The Board of Directors may, in advance of any meeting ofstockholders, appoint one or more inspectors (which may include individuals who serve theCorporation in other capacities, including, without limitation, as officers, employees, agents orrepresentatives) to act at such meeting or any adjournment thereof. If any of the inspectors soappointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shallnot have been appointed, the chairman of the meeting may, appoint one or more inspectors. Eachinspector, before entering upon the discharge of his duties, shall take and sign an oath faithfullyto execute the duties of inspector at such meeting with strict impartiality and according to thebest of his ability. The inspectors shall determine the number of shares of capital stock of theCorporation outstanding and the voting power of each, the number of shares represented at themeeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes,ballots or consents, hear and determine all challenges and questions arising in connection with theright to vote, count and tabulate all votes, ballots or consents, determine the results, and dosuch acts as are proper to conduct the election or vote with fairness to all stockholders. Onrequest of the chairman of the meeting, the inspectors shall make a report in writing of anychallenge, request or matter determined by them and shall execute a certificate of any fact foundby them. No director or candidate for the office of director shall act as an inspector of anelection of directors. Inspectors need not be stockholders.     SECTION 11. Advance Notice Provisions for Election of Directors. Other than personsdesignated pursuant to the terms of a series of preferred stock of the Corporation, only personswho are nominated in accordance with the following procedures shall be eligible for election asdirectors of the Corporation. Nominations of persons for election to the Board of Directors may bemade at any annual meeting of stockholders, or at any special meeting of stockholders called forthe purpose of electing directors as provided under Section 3 of this Article II, (a) by or at thedirection of the Board of Directors (or any duly authorized committee thereof) or (b) (in the caseof special meetings, provided the Board of Directors has determined that directors shall be electedat such meeting) by any stockholder of the Corporation (i) who is a stockholder of record on thedate of the giving of the notice provided for in this Section 11 and on the record date for thedetermination of stockholders entitled to vote at such meeting and (ii) who complies with thenotice procedures set forth in this Section 11.     In addition to any other applicable requirements, for a nomination to be made by a stockholdersuch stockholder must have given timely notice thereof in proper written form to the Secretary ofthe Corporation.     To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed andreceived at the principal executive offices of the Corporation (a) in the case of an annualmeeting, not less than ninety (90) days nor more than the close of business one hundred twenty(120) days prior to the date of the anniversary of the previous year’s annual meeting; *provided*,*however*, that in the event the annual meeting is scheduled to be held on a date more than thirty(30) days prior to or delayed by more than sixty (60) days after such anniversary date, notice bythe stockholder in order to be timely must be so received not earlier than the close of businessone hundred twenty (120) days prior to such annual meeting, and not later than the later of theclose of business ninety (90) days prior to such annual meeting or the tenth (10th) day followingthe day on which notice of the date of such annual meeting was mailed or public disclosure of
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the date of such annual meeting was made by the Corporation and (b) in the case of a specialmeeting of stockholders called for the purpose of electing directors, not earlier than the close ofbusiness one hundred twenty (120) days prior to such meeting, and not later than the later of theclose of business ninety (90) days prior to such meeting or the tenth (10th) day following the dayon which notice of the date of such special meeting was mailed or public disclosure of the date ofsuch special meeting was made by the Corporation. For purposes of Sections 11 and 12 of Article IIof these Bylaws, “public disclosure” shall mean disclosure in a press release reported by the DowJones News Service, Associated Press or comparable national news service or in a document publiclyfiled by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).     To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as toeach person whom the stockholder proposes to nominate for election or reelection as a director (i)the name, age, business address and residence address of the person, (ii) the principal occupationor employment of the person, (iii) the class or series and number of shares of capital stock of theCorporation which are owned beneficially or of record by the person and (iv) any other informationrelating to the person that would be required to be disclosed in a proxy statement or other filingsrequired to be made in connection with solicitations of proxies for election of directors pursuantto Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) asto the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposalis made (i) the name and record address of such stockholder (as they appear in the Corporation’sbooks) and of such beneficial owner, (ii) the class or series and number of shares of capital stockof the Corporation which are owned beneficially or of record by such stockholder or such beneficialowner, (iii) a description of all arrangements or understandings between such stockholder and eachproposed nominee and any other person or persons (including their names) pursuant to which thenomination(s) are to be made by such stockholder, (iv) a representation that such stockholderintends to appear in person or by proxy at the meeting to nominate the persons named in its noticeand (v) any other information relating to such stockholder that would be required to be disclosedin a proxy statement or other filings required to be made in connection with solicitations ofproxies for election of directors pursuant to Section 14 of the Exchange Act and the rules andregulations promulgated thereunder. Such notice must be accompanied by a written consent of eachproposed nominee to being named as a nominee and to serve as a director if elected.     No person shall be eligible for election as a director of the Corporation unless nominated inaccordance with the procedures set forth in this Section 11. If the chairman of the meetingdetermines that a nomination was not made in accordance with the foregoing procedures, the chairmanshall declare to the meeting that the nomination was defective and such defective nomination shallbe disregarded.     SECTION 12. Advance Notice Provisions for Business to be Transacted at Annual Meeting.No business may be transacted at an annual meeting of stockholders, other than business that iseither (a) specified in the notice of meeting (or any supplement thereto) given by or at thedirection of the Board of Directors, (b) otherwise properly brought before the annual meeting by orat the direction of the Board of Directors or (c) otherwise properly brought before
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the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record onthe date of the giving of the notice provided for in this Section 12 and on the record date for thedetermination of stockholders entitled to vote at such annual meeting and (ii) who complies withthe notice procedures set forth in this Section 12.     In addition to any other applicable requirements, for business to be properly brought beforean annual meeting by a stockholder, such stockholder must have given timely notice thereof inproper written form to the Secretary of the Corporation and such business must otherwise be aproper matter for stockholder action.     To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed andreceived at the principal executive offices of the Corporation not less than the close of businessninety (90) days, nor more than one hundred twenty (120) days, prior to the date of the anniversaryof the previous year’s annual meeting; *provided*, *however*, that in the event the annual meeting isscheduled to be held on a date more than thirty (30) days prior to or delayed by more than sixty(60) days after such anniversary date, notice by the stockholder in order to be timely must be soreceived not earlier than the close of business one hundred twenty (120) days prior to such annualmeeting, and not later than the later of the close of business ninety (90) days prior to suchannual meeting or the tenth (10th) day following the day on which notice of the date of such annualmeeting was mailed or public disclosure of the date of such annual meeting was made by theCorporation.     To be in proper written form, a stockholder’s notice to the Secretary must set forth as toeach matter such stockholder proposes to bring before the annual meeting (i) a brief description ofthe business desired to be brought before the annual meeting and the reasons for conducting suchbusiness at the annual meeting, (ii) the name and record address of such stockholder (as theyappear in the Corporation’s books) and of the beneficial owner, if any, on whose behalf theproposal is made, (iii) the class or series and number of shares of capital stock of theCorporation which are owned beneficially or of record by such stockholder and beneficial owner,(iv) a description of all arrangements or understandings between such stockholder, beneficial ownerand any other person or persons (including their names) in connection with the proposal of suchbusiness by such stockholder and beneficial owner and any material interest of such stockholder orbeneficial owner in such business and (v) a representation that such stockholder intends to appearin person or by proxy at the annual meeting to bring such business before the meeting.     No business shall be conducted at the annual meeting of stockholders except business broughtbefore the annual meeting in accordance with the procedures set forth in this Section 12; *provided*,*however*, that, once business has been properly brought before the annual meeting in accordance withsuch procedures, nothing in this Section 12 shall be deemed to preclude discussion by anystockholder of any such business. If the chairman of an annual meeting determines that business wasnot properly brought before the annual meeting in accordance with the foregoing procedures, thechairman shall declare to the meeting that the business was not properly brought before the meetingand such business shall not be transacted.     Notwithstanding the foregoing provisions of Sections 11 and 12 of Article II of these Bylaws,a stockholder shall also comply with all applicable requirements of the Exchange Act
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and the rules and regulations thereunder with respect to the matters set forth in this Bylaw.Nothing in this Bylaw shall be deemed to affect any rights (i) of stockholders to request inclusionof proposals in the Corporation’s proxy statement pursuant to Rule 14a 8 under the Exchange Act or(ii) of the holders of any series of Preferred Stock to elect directors under specifiedcircumstances.     SECTION 13. Action by Written Consent. For so long as any class of the Corporation’scapital stock is registered under Section 12 of the Exchange Act, or the Corporation is required tofile periodic reports with the Securities and Exchange Commission pursuant to Section 15(d) of theExchange Act with respect to any class of the Corporation’s capital stock, subject to the rights ofthe holders of any series of Preferred Stock with respect to such series of Preferred Stock, thestockholders of the Corporation may not take any action by written consent in lieu of a meeting,and must take any actions at a duly called annual or special meeting of stockholders and the powerof stockholders to consent in writing without a meeting is specifically denied.     SECTION 14. Fixing the Record Date. In order that the Corporation may determine thestockholders entitled to notice of or to vote at any meeting of stockholders or any adjournmentthereof, or to express consent to corporate action in writing without a meeting, or entitled toreceive payment of any dividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stock or for the purpose ofany other lawful action, the Board of Directors may fix, in advance, a record date, which recorddate shall not precede the date upon which the resolution fixing the record date is adopted by theBoard of Directors and which shall not be more than sixty (60) nor less than ten (10) days beforethe date of such meeting, nor more than sixty days prior to any other action. If no record date isfixed by the Board of Directors, the record date for determining stockholders entitled to notice ofor to vote at a meeting of stockholders shall be the close of business on the day next precedingthe day on which notice is given, or if notice is waived, at the close of business on the day nextpreceding the day on which the meeting is held. A determination of stockholders of record entitledto 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.**ARTICLE III****BOARD OF DIRECTORS**     SECTION 1. General Powers. The business and affairs of the Corporation shall bemanaged by or under the direction of the Board of Directors. The Board of Directors may exerciseall such authority and powers of the Corporation and do all such lawful acts and things as are notby statute or the Certificate of Incorporation directed or required to be exercised or done by thestockholders.     SECTION 2. Number, Qualifications, Election and Term of Office. Subject to any rightsof the holders of any class or series of Preferred Stock to elect additional directors underspecified circumstances, the number of directors constituting the initial Board of Directors shallbe one (1). Thereafter, the number of directors may be fixed, from time to time, by the
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affirmative vote of a majority of the entire Board of Directors or by action of thestockholders of the Corporation; *provided*, *however*, that whenever the holders of any class orseries of Preferred Stock of the Corporation are entitled to elect one or more directors pursuantto the provisions of the Certificate of Incorporation (including pursuant to any duly authorizedcertificate of designation), and except as otherwise provided therein, such directors shall beelected by a plurality of the votes of such class or series of Preferred Stock present in person orrepresented by proxy at the meeting and entitled to vote in the election of such directors. Anydecrease in the number of directors shall be effective at the time of the next succeeding annualmeeting of stockholders unless there shall be vacancies in the Board of Directors, in which casesuch decrease may become effective at any time prior to the next succeeding annual meeting to theextent of the number of such vacancies. Directors need not be stockholders. Except as otherwiseprovided by statute or these By-Laws, the directors (other than members of the initial Board ofDirectors) shall be elected at the annual meeting of stockholders. Each director shall hold officeuntil his successor shall have been elected and shall have qualified, or until his death, or untilhe shall have resigned, or have been removed, as hereinafter provided in these By-Laws.     SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be held atsuch place or places, within or without the State of Delaware, as the Board of Directors may fromtime to time determine or as shall be specified in the notice of any such meeting.     SECTION 4. Annual Meeting. The Board of Directors shall meet for the purpose oforganization, the election of officers and the transaction of other business, as soon aspracticable after each annual meeting of stockholders, on the same day and at the same place wheresuch annual meeting shall be held. Notice of such meeting need not be given. In the event suchannual meeting is not so held, the annual meeting of the Board of Directors may be held at suchother time or place (within or without the State of Delaware) as shall be specified in a noticethereof given as hereinafter provided in Section 7 of this Article III.     SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be heldat such time and place as the Board of Directors may fix. If any day fixed for a regular meetingshall be a legal holiday at the place where the meeting is to be held, then the meeting which wouldotherwise be held on that day shall be held at the same hour on the next succeeding business day.Notice of regular meetings of the Board of Directors need not be given except as otherwise requiredby statute or these By-Laws.     SECTION 6. Special Meetings. Special meetings of the Board of Directors may be calledby the Chairman of the Board, if one shall have been elected, the Chief Executive Officer, or bythree or more directors of the Corporation or by the President.     SECTION 7. Notice of Meetings. Notice of each special meeting of the Board ofDirectors (and of each regular meeting for which notice shall be required) shall be given by theSecretary as hereinafter provided in this Section 7, in which notice shall be stated the time andplace of the meeting. Except as otherwise required by these By-Laws, such notice need not state thepurposes of such meeting. Notices shall be given to each director at least (a) twenty-four (24)hours before the meeting if by telephone or by being personally delivered or sent by telex,telecopy, or similar means or overnight courier or (b) five (5) days before the meeting if
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delivered by mail to the director’s residence or usual place of business. Such notice shall bedeemed to be delivered when deposited in the United States mail so addressed, with postage prepaid,or when transmitted if sent by telex, telecopy, or similar means or delivered to the overnightcourier service company. Notice of any such meeting need not be given to any director who shall,either before or after the meeting, submit a signed waiver of notice or who shall attend suchmeeting, except when he shall attend for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfully called or convened.     SECTION 8. Waiver of Notice and Presumption of Assent. Any member of the Board ofDirectors or any committee thereof who is present at a meeting shall be conclusively presumed tohave waived notice of such meeting except when such member attends for the express purpose ofobjecting at the beginning of the meeting to the transaction of any business because the meeting isnot lawfully called or convened. Such member shall be conclusively presumed to have assented to anyaction taken unless his or her dissent shall be entered in the minutes of the meeting or unless hisor her written dissent to such action shall be filed with the person acting as the secretary of themeeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary ofthe Corporation immediately after the adjournment of the meeting. Such right to dissent shall notapply to any member who voted in favor of such action.     SECTION 9. Quorum and Manner of Acting. A majority of the entire Board of Directorsshall constitute a quorum for the transaction of business at any meeting of the Board of Directors,and, except as otherwise expressly required by statute or the Certificate of Incorporation or theseBy-Laws, the act of a majority of the directors present at any meeting at which a quorum is presentshall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Boardof Directors, a majority of the directors present thereat may adjourn such meeting to another timeand place. Notice of the time and place of any such adjourned meeting shall be given to all of thedirectors unless such time and place were announced at the meeting at which the adjournment wastaken, in which case such notice shall only be given to the directors who were not present thereat.At any adjourned meeting at which a quorum is present, any business may be transacted which mighthave been transacted at the meeting as originally called. The directors shall act only as a Boardand the individual directors shall have no power as such.     SECTION 10. Organization. At each meeting of the Board of Directors, the Chairman ofthe Board, if one shall have been elected, or, in the absence or inability of the Chairman of theBoard or if one shall not have been elected, the Chief Executive Officer or the President (or, inhis absence or inability to act, another director chosen by a majority of the directors present)shall act as chairman of the meeting and preside thereat. The Secretary or, in his absence, anyperson appointed by the chairman shall act as secretary of the meeting and keep the minutesthereof.     SECTION 11. Resignations; Newly Created Directorships; Vacancies; and Removals. Anydirector of the Corporation may resign at any time by giving written notice of his resignation tothe Corporation. Any such resignation shall take effect at the time specified therein
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or, if the time when it shall become effective shall not be specified therein, immediatelyupon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall notbe necessary to make it effective.     Subject to applicable law and the rights of the holders of any series of Preferred Stock withrespect to such series of Preferred Stock, and unless the Board of Directors otherwise determines,any vacancy in the Board of Directors, whether arising from death, resignation, removal, anincrease in the number of directors or any other cause, may be filled by the vote of a majority ofthe directors then in office, though less than a quorum, or by the sole remaining director or bythe stockholders at the next annual meeting thereof or at a special meeting thereof. Each directorso elected shall hold office until his successor shall have been elected and shall have qualified.     Subject to the rights of the holders of any series of Preferred Stock with respect to suchseries of Preferred Stock, any director, or the entire Board of Directors, may be removed fromoffice at any time, but only for cause and only by the affirmative vote of the holders of at least80 percent of the voting power of all of the then-outstanding shares of stock of the Corporationentitled to vote generally in the election of directors, voting together as a single class. Nodecrease in the number of authorized directors constituting the entire Board of Directors shallshorten the term of any incumbent director.     SECTION 12. Compensation. The Board of Directors shall have authority to fix thecompensation, including fees and reimbursement of expenses, of directors for services to theCorporation in any capacity.     SECTION 13. Committees. The Board of Directors may, by resolution passed by amajority of the entire Board of Directors, designate one or more committees, including an executivecommittee, an audit committee, a compensation committee and a nominating and corporate governancecommittee, each committee to consist of one or more of the directors of the Corporation, and tocomply with the applicable requirements of the securities exchange or automated quotation system onwhich the securities of the Corporation may be listed or admitted for trading from time to time.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. Except to theextent restricted by statute or the Certificate of Incorporation, each such committee, to theextent provided in the resolution creating it, shall have and may exercise all the powers andauthority of the Board of Directors and may authorize the seal of the Corporation to be affixed toall papers which require it. Each such committee shall serve at the pleasure of the Board ofDirectors and have such name as may be determined from time to time by resolution adopted by theBoard of Directors. Each committee shall keep regular minutes of its meetings and report the sameto the Board of Directors. Each independent member of any committee of the Board of Directors shallsatisfy the “independence” requirements of the securities exchange on which the securities of theCorporation may be listed from time to time or, if not so listed, of the Nasdaq Stock Market.     SECTION 14. Committee Rules. Each committee of the Board of Directors may fix its ownrules of procedure and shall hold its meetings as provided by such rules, except as may
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otherwise be provided by a resolution of the Board of Directors designating such committee oras may be required to comply with the applicable requirements of the securities exchange orautomated quotation system on which the securities of the Corporation may be listed or admitted fortrading from time to time. Unless otherwise provided in such a resolution or applicablerequirements, the presence of at least a majority of the members of the committee shall benecessary to constitute a quorum. In the event that a member and that member’s alternate, ifalternates are designated by the Board of Directors as provided in Section 13 of this Article III,of such committee is or are absent or disqualified, the member or members thereof present at anymeeting and not disqualified from voting, whether or not such member or members constitute aquorum, may unanimously appoint another member of the Board of Directors to act at the meeting inplace of any such absent or disqualified member.     SECTION 15. Action by Written Consent. Unless restricted by the Certificate ofIncorporation, any action required or permitted to be taken by the Board of Directors or anycommittee thereof may be taken without a meeting if all members of the Board of Directors or suchcommittee, as the case may be, consent thereto in writing or by electronic transmission, and thewriting or writings are filed with the minutes of the proceedings of the Board of Directors or suchcommittee, as the case may be. Such filing shall be in paper form if the minutes are maintained inpaper form and shall be in electronic form if the minutes are maintained in electronic form.     SECTION 16. Telephonic and Other Meetings. Unless restricted by the Certificate ofIncorporation, any one or more members of the Board of Directors or any committee thereof mayparticipate in a meeting of the Board of Directors or such committee by means of a conferencetelephone or similar communications equipment by means of which all persons participating in themeeting can hear each other. Participation by such means shall constitute presence in person at ameeting.     SECTION 17. Contracts.     (a) No contract or other transaction between the Corporation and any other business shall beaffected or invalidated, nor shall any director be liable in any way, solely by reason of the factthat a director of the Corporation is an officer or director of, or is financially interested in,such other business, provided that the material facts of such relationship or interest aredisclosed to the Board of Directors and such contract or transaction is authorized by the Board ofDirectors in accordance with applicable law.     (b) Any director may be a party to or may be interested in any contract or transaction of theCorporation individually, and no director shall be liable in any way by reason of such interest,provided that the material facts of such participation or interest shall be disclosed to the Boardof Directors and provided that the Board of Directors shall authorize or ratify such contract ortransaction, in accordance with applicable law, by the vote (not counting the vote of any suchdirector) of a majority of a quorum, at a meeting at which such action is taken. Such director maybe counted in determining the presence of a quorum at such meeting. This Section shall not beconstrued to invalidate or in any way affect any contract or other transaction which wouldotherwise be valid under the laws applicable thereto.
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     (c) The directors in their discretion may submit any contract or act for approval orratification at any annual meeting of the stockholders or at any meeting of the stockholders calledfor the purpose of considering any such act or contract, and any contract or act that shall beapproved or be ratified by the vote of the holders of a majority of the stock of the Corporationwhich is represented in person or by proxy at such meeting and entitled to vote thereat (providedthat a lawful quorum of stockholders be there represented in person or by proxy) shall be as validand as binding upon the Corporation and upon all the stockholders as though it had been approved orratified by every stockholder of the Corporation, whether or not the contract or act wouldotherwise be open to legal attack because of directors’ interest, or for any other reason.     SECTION 18. Non-Voting Observers. Subject to compliance with the laws of Delaware andthe applicable requirements of the securities exchange or automated quotation system on which thesecurities of the Corporation may be listed or admitted for trading from time to time, the Board ofDirectors or holders of a series of preferred stock, if granted such rights in the Articles ofAmendment of the Corporation, as amended, may appoint non-voting observers to the Board ofDirectors (“Non-voting Observers”), each to hold such position until such person’s successor isduly appointed, or until such person’s earlier resignation or removal. The Non-voting Observersshall have no authority to exercise the powers of a director in the management of the business andaffairs of the Corporation. Subject to compliance with the Act and the applicable requirements ofthe securities exchange or automated quotation system on which the securities of the Corporationmay be listed or admitted for trading from time to time, each Non-voting Observer shall be entitledto attend meetings of the Board of Directors, but shall do so solely as an observer. Non-votingObservers shall be informed reasonably in advance of the time and place of any regular or specialmeeting of the Board of Directors, but shall not be entitled to notice thereof pursuant to theseBylaws unless such notice is required by the terms of a series of preferred stock of theCorporation. Non-voting Observers shall not be entitled to vote and accordingly and withoutlimitation shall not: (1) count as a member of the Board of Directors for the purpose ofdetermining the number of directors necessary to constitute a quorum, for the purpose ofdetermining whether a quorum is present or for any other purpose whatsoever, (2) be included in thecalculation of whether a voting majority exists for the purpose of determining an act of the Boardof Directors, (3) be included in the determination of whether all members of the Board of Directorsconsent in writing to an action under Section 15 of this Article, or (4) be included in thedetermination of whether the Board of Directors has validly taken any action under the applicableprovisions of the Act. Any Non-voting Observer other than one appointed pursuant to the terms of aseries of preferred stock of the Corporation can be removed from such position by the Board ofDirectors at any time for any reason.**ARTICLE IV****OFFICERS**     SECTION 1. Number and Qualifications. The officers of the Corporation shall beelected by the Board of Directors and shall include the Chairman of the Board of Directors, theChief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, aTreasurer, and the Secretary, and such other officers as the Board of Directors may from time totime deem proper. All officers elected by the Board of Directors shall each have such powers
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and duties as generally pertain to their respective offices, subject to the specificprovisions of this Article IV. Such officers shall also have such powers and duties as from time totime may be conferred by the Board of Directors or by any committee thereof. The Board of Directorsor any committee thereof may from time to time elect, or the Chairman of the Board or the ChiefExecutive Officer may appoint, such other officers (including one or more Assistant VicePresidents, Assistant Secretaries, Assistant Treasurers, and Assistant Controllers) and suchagents, as may be necessary or desirable for the conduct of the business of the Corporation. Suchother officers and agents shall have such duties and shall hold their offices for such terms asshall be provided in these Bylaws or as may be prescribed by the Board of Directors or suchcommittee or by the Chairman of the Board or the Chief Executive Officer, as the case may be. Anytwo or more offices may be held by the same person, and no officer except the Chairman of the Boardneed be a director. Any number of offices may be held by the same person, and no officer except theChairman of the Board, if any, need be a director. In its discretion, the Board of Directors maychoose not to fill any office for any period as it may deem advisable, except that the offices ofChief Executive Officer and Secretary shall be filled as expeditiously as possible.     SECTION 2. Election and Term of Office. The officers of the Corporation shall beelected annually by the Board of Directors at its first meeting held after each annual meeting ofstockholders or as soon thereafter as may be convenient. Vacancies may be filled or new officescreated and filled at any meeting of the Board of Directors or committee thereof, or by theChairman of the Board of Directors, or the Chief Executive Officer, as the case may be. Eachofficer shall hold office until his successor shall have been duly elected and shall havequalified, or until his death, or until he shall have resigned or have been removed, as hereinafterprovided in these By-Laws.     SECTION 3. Resignations. Any officer of the Corporation may resign at any time bygiving written notice of his resignation to the Corporation. Any such resignation shall take effectat the time specified therein or, if the time when it shall become effective shall not be specifiedtherein, immediately upon receipt. Unless otherwise specified in such resignation, the acceptanceof any such resignation shall not be necessary to make it effective. Such resignation shall bewithout prejudice to the contractual rights, if any, of the Corporation.     SECTION 4. Removal. Any officer of the Corporation may be removed, either with orwithout cause, at any time, by the Board of Directors at any meeting thereof. Any officer or agentappointed by the Chairman of the Board or the Chief Executive Officer may be removed by himwhenever, in his judgment, the best interests of the Corporation would be served thereby. Noelected officer shall have any contractual rights against the Corporation for compensation byvirtue of such election, but any such removal shall be without prejudice to the contractual rights,if any, of the person so removed.     SECTION 5. Vacancies. A newly created elected office or any vacancy occurring in anyelected office because of death, resignation, removal, disqualification or otherwise, may be filledby the Board of Directors for the unexpired portion of the term by the Board of Directors then inoffice. Any vacancy in an office appointed by the Chairman of the Board or the Chief
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Executive Officer because of death, resignation, removal, disqualification or otherwise, maybe filled by the Chairman of the Board or the Chief Executive Officer.     SECTION 6. Compensation. The compensation of the officers of the Corporation fortheir services as such officers shall be fixed from time to time by the Board of Directors. Anofficer of the Corporation shall not be prevented from receiving compensation by reason of the factthat he is also a director of the Corporation.     SECTION 7. Chairman of the Board. The Chairman of the Board of Directors, if one iselected, shall, if present, preside at all meetings of the Board of Directors and exercise andperform such other powers and duties as may be from time to time assigned to him by the Board ofDirectors or prescribed by these Bylaws. If there is no Chief Executive Officer, the Chairman ofthe Board of Directors may in addition be the Chief Executive Officer of the Corporation and shallhave the powers and duties prescribed in Section 8 of this Article IV.     SECTION 8. Chief Executive Officer. The Chief Executive Officer shall be the chiefexecutive officer of the Corporation and shall have the powers and perform the duties incident tothat position. He shall, in the absence or inability to act of the Chairman of the Board, presideat each meeting of the Board of Directors or the stockholders. Subject to the powers of the Boardof Directors, he shall be in the general and active charge of the entire business and affairs ofthe Corporation, including authority over its officers, agents and employees, and shall have suchother duties as may from time to time be assigned to him by the Board of Directors. The ChiefExecutive Officer shall see that all orders and resolutions of the Board of Directors are carriedinto effect, and execute bonds, mortgages and other contracts requiring a seal under the seal ofthe Corporation, except where required or permitted by law to be otherwise signed and executed andexcept where the signing and execution thereof shall be expressly delegated by the Board ofDirectors to some other officer or agent of the Corporation.     SECTION 9. The President. The President shall, together with the Chief ExecutiveOfficer, have general and active management of the business of the Corporation and shall have suchother powers and duties as the Board of Directors may prescribe. He shall perform all dutiesincident to the office of President. At the written request of the Chief Executive Officer, or inhis absence or in the event of his inability to act, the President shall perform the duties of theChief Executive Officer, and, when so acting, shall have the powers of and be subject to therestrictions placed upon the Chief Executive Officer in respect of the performance of such duties.     SECTION 10. Chief Operating Officer. The Chief Operating Officer shall be responsiblefor the general direction of the operations of the business, reporting to the Chief ExecutiveOfficer and the President, and shall have such other duties as may from time to time be assigned tohim by the Board of Directors or as may be provided in these Bylaws.     SECTION 11. Vice President. Each Vice President shall perform all such duties as fromtime to time may be assigned to him by the Board of Directors. At the written request of thePresident, or in the absence or disability of the President, the Vice Presidents, in order of theirrank as fixed by the Board of Directors, or if not ranked, the Vice President designated by theBoard of Directors, shall perform the duties of the President, and when so acting shall have all
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the powers of and be subject to all the restrictions placed upon the President in respect ofthe performance of such duties.     SECTION 12. Chief Financial Officer. The Chief Financial Officer shall be a VicePresident acting in an executive financial capacity, and shall:     (a) have charge and custody of, and be responsible for, all the funds and securities of theCorporation;     (b) keep full and accurate accounts of receipts and disbursements in books belonging to theCorporation;     (c) deposit all moneys and other valuables to the credit of the Corporation in suchdepositories as may be designated by the Board of Directors or pursuant to its direction;     (d) receive, and give receipts for, moneys due and payable to the Corporation from any sourcewhatsoever;     (e) disburse the funds of the Corporation and supervise the investments of its funds, takingproper vouchers therefore;     (f) render to the Board of Directors, whenever the Board of Directors may require, an accountof the financial condition of the Corporation; and     (g) in general, perform all duties incident to the office of Chief Financial Officer and suchother duties as from time to time may be assigned to him by the Board of Directors.     The Chief Financial Officer may also be the Treasurer if so determined by the Board ofDirectors.     SECTION 13. Secretary. The Secretary shall     (a) keep or cause to be kept in one or more books provided for the purpose, the minutes of allmeetings of the Board of Directors, the committees of the Board of Directors and the stockholders;     (b) see that all notices are duly given in accordance with the provisions of these Bylaws andas required by law;     (c) be custodian of the records and the seal of the Corporation and affix and attest the sealto all certificates for shares of the Corporation (unless the seal of the Corporation on suchcertificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to allother documents to be executed on behalf of the Corporation under its seal;     (d) see that the books, reports, statements, certificates and other documents and recordsrequired by law to be kept and filed are properly kept and filed; and
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     (e) in general, perform all duties incident to the office of Secretary and such other dutiesas from time to time may be assigned to him by the Board of Directors.     SECTION 14. The Assistant Treasurer. The Assistant Treasurer, or if there shall bemore than one, the Assistant Treasurers in the order determined by the Board of Directors (or, ifthere be no such determination, then in the order of their election), shall, in the absence of theTreasurer or in the event of his inability to act or his failure to act (in violation of a duty toact or in contravention of direction to act by the Board of Directors), perform the duties andexercise the powers of the Treasurer and shall perform such other duties as from time to time maybe assigned by the Board of Directors.     SECTION 15. The Assistant Secretary. The Assistant Secretary, or if there be morethan one, the Assistant Secretaries in the order determined by the Board of Directors (or if therebe no such determination, then in the order of their election), shall, in the absence of theSecretary or in the event of his inability to act or his failure to act (in violation of a duty toact or in contravention of direction to act by the Board of Directors), perform the duties andexercise the powers of the Secretary and shall perform such other duties as from time to time maybe assigned by the Board of Directors.     SECTION 16. Other Officers, Assistant Officers and Agents. Officers, assistantofficers and agents, if any, other than those whose duties are provided for in these Bylaws, shallhave such authority and perform such duties as may from time to time be prescribed by resolution ofthe Board of Directors.     SECTION 17. Officers’ Bonds or Other Security. If required by the Board of Directors,any officer of the Corporation shall give a bond or other security for the faithful performance ofhis duties, in such amount and with such surety as the Board of Directors may require.     SECTION 18. Absence or Disability of Officers. In the case of the absence ordisability of any officer of the Corporation and of any person hereby authorized to act in suchofficer’s place during such officer’s absence or disability, the Board of Directors may byresolution delegate the powers and duties of such officer to any other officer or to any director,or to any other person whom it may select.**ARTICLE V****STOCK CERTIFICATES AND THEIR TRANSFER**     SECTION 1. Stock Certificates. Shares of the capital stock of the Corporation may becertificated or uncertificated, as provided under the General Corporation Law of the State ofDelaware. Every holder of stock in the Corporation shall be entitled, upon request, to have acertificate, signed by, or in the name of the Corporation by, the Chairman of the Board or thePresident or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or anAssistant Secretary of the Corporation, certifying the number of shares in the Corporation owned ofrecord by such holder. If the Corporation shall be authorized to issue more than one class of stockor more than one series of any class, the designations, preferences and relative,
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participating, optional or other special rights of each class of stock or series thereof andthe qualifications, limitations or restriction of such preferences and/or rights shall be set forthin full or summarized on the face or back of the certificate which the Corporation may issue torepresent such class or series of stock, provided that, except as otherwise provided in Section 202of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements,there may be set forth on the face or back of the certificate which the Corporation shall issue torepresent such class or series of stock, a statement that the Corporation will furnish withoutcharge to each stockholder who so requests the designations, preferences and relative,participating, optional or other special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights. Any request by aholder for a certificate shall be in writing and directed to the Secretary of the Corporation.     SECTION 2. Facsimile Signatures. Any or all of the signatures on a certificate may bea facsimile, engraved or printed. In case any officer, transfer agent or registrar who has signedor whose facsimile signature has been placed upon a certificate shall have ceased to be suchofficer, transfer agent or registrar before such certificate is issued, it may be issued by theCorporation with the same effect as if he were such officer, transfer agent or registrar at thedate of issue.     SECTION 3. Lost Certificates. The Board of Directors may direct a new certificate orcertificates to be issued in place of any certificate or certificates theretofore issued by theCorporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a newcertificate or certificates, the Board of Directors may, in its discretion and as a conditionprecedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificateor certificates, or his legal representative, to give the Corporation a bond in such sum as it maydirect sufficient to indemnify it against any claim that may be made against the Corporation onaccount of the alleged loss, theft or destruction of any such certificate or the issuance of suchnew certificate.     SECTION 4. Transfers of Stock. Stock of the Corporation may be transferable in themanner prescribed by law and in these Bylaws. Upon surrender to the Corporation or the transferagent of the Corporation of a certificate for shares duly endorsed or accompanied by properevidence of succession, assignment or authority to transfer or upon proper instructions from theholder of uncertificated shares, it shall be the duty of the Corporation to issue a new certificateor evidence the issuance of uncertificated shares to the person entitled thereto, cancel the oldcertificate and record the transaction upon its records; provided, however, that the Corporationshall be entitled to recognize and enforce any lawful restriction on transfer. Whenever anytransfer of stock shall be made for collateral security, and not absolutely, it shall be soexpressed in the entry of transfer if, when the certificates or proper instructions from a holderof uncertificated shares are presented to the Corporation for transfer, both the transferor and thetransferee request the Corporation to do so.     SECTION 5. Transfer Agents and Registrars. The Board of Directors may appoint, orauthorize any officer or officers to appoint, one or more transfer agents and one or moreregistrars.
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     SECTION 6. Regulations. The Board of Directors may make such additional rules andregulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue,transfer and registration of certificates for shares of stock of the Corporation.     SECTION 7. Registered Stockholders. The Corporation shall be entitled to recognizethe exclusive right of a person registered on its records as the owner of shares of stock toreceive dividends and to vote as such owner, shall be entitled to hold liable for calls andassessments a person registered on its records as the owner of shares of stock, and shall not bebound to recognize any equitable or other claim to or interest in such share or shares of stock onthe part of any other person, whether or not it shall have express or other notice thereof, exceptas otherwise provided by the laws of Delaware.**ARTICLE VI****INDEMNIFICATION OF DIRECTORS AND OFFICERS**     SECTION 1. General. The Corporation shall indemnify any person who was or is a partyor is threatened to be made a party to any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative (other than an action by or inthe right of the Corporation) by reason of the fact that he is or was a director, officer, employeeor 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 otherenterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by him in connection with such action, suit orproceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposedto the best interests of the Corporation, and, with respect to any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or itsequivalent, shall not, of itself, create a presumption that the person did not act in good faithand in a manner which he reasonably believed to be in or not opposed to the best interests of theCorporation, and, with respect to any criminal action or proceeding, had reasonable cause tobelieve that his conduct was unlawful.     SECTION 2. Derivative Actions. The Corporation shall indemnify any person who was oris a party or is threatened to be made a party to any threatened, pending or completed action orsuit by or in the right of the Corporation to procure a judgment in its favor by reason of the factthat he is or was a director, officer, employee or agent of the Corporation, or is or was servingat 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 in connection with the defense or settlement of such actionor suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed tothe best interests of the Corporation, provided that no indemnification shall be made in respect ofany claim, issue or matter as to which such person shall have been adjudged to be liable to theCorporation unless and only to the extent that the Court of Chancery of the State of Delaware orthe court in which such action or suit was brought shall determine upon application that, despitethe adjudication of liability but in view of all the circumstances of the case, such
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person is fairly and reasonably entitled to indemnity for such expenses which the Court ofChancery or such other court shall deem proper.     SECTION 3. Indemnification in Certain Cases. To the extent that a director, officer,employee or agent of the Corporation has been successful on the merits or otherwise in defense ofany action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense ofany claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’fees) actually and reasonably incurred by him in connection therewith.     SECTION 4. Procedure. Any indemnification under Sections 1 and 2 of this Article VI(unless ordered by a court) shall be made by the Corporation only as authorized in the specificcase upon a determination that indemnification of the director, officer, employee or agent isproper in the circumstances because he has met the applicable standard of conduct set forth in suchSections 1 and 2. Such determination shall be made (a) by the Board of Directors by a majority voteof a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b)if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors sodirects, by independent legal counsel in a written opinion, or (c) by the stockholders.     SECTION 5. Advances for Expenses. Expenses incurred in defending a civil or criminalaction, suit or proceeding may be paid by the Corporation in advance of the final disposition ofsuch action, suit or proceeding upon receipt of an undertaking by or on behalf of the director,officer, employee or agent to repay such amount if it shall be ultimately determined that he is notentitled to be indemnified by the Corporation as authorized in this Article VI.     SECTION 6. Rights Not Exclusive. The indemnification and advancement of expensesprovided by, or granted pursuant to, the other subsections of this Article VI shall not be deemedexclusive of any other rights to which those seeking indemnification or advancement of expenses maybe entitled under any law, By-Law, agreement, vote of stockholders or disinterested directors orotherwise, both as to action in his official capacity and as to action in another capacity whileholding such office.     SECTION 7. Insurance. The Corporation shall have power to purchase and maintaininsurance on behalf of any person who is or was a director, officer, employee or agent of theCorporation, or is or was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against him and incurred by him in any such capacity, or arising outof his status as such, whether or not the Corporation would have the power to indemnify him againstsuch liability under the provisions of this Article VI.     SECTION 8. Definition of Corporation. For the purposes of this Article VI, referencesto “the Corporation” include all constituent corporations absorbed in a consolidation or merger aswell as the resulting or surviving corporation so that any person who is or was a director,officer, employee or agent of such a constituent corporation or is or was serving at the request ofsuch constituent corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise shall stand in the same position under the
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provisions of this Article VI with respect to the resulting or surviving corporation as hewould if he had served the resulting or surviving corporation in the same capacity.     SECTION 9. Survival of Rights. The indemnification and advancement of expensesprovided by, or granted pursuant to, this Article VI shall continue as to a person who has ceasedto be a director, officer, employee or agent and shall inure to the benefit of the heirs, executorsand administrators of such a person.     SECTION 10. Effect of Repeal or Modification. Any repeal or modification of theprovisions of this Article VI shall not adversely affect any right or protection hereunder inrespect of any, events, circumstances, acts or omissions occurring or existing prior to the time ofsuch repeal or modification, including, without limitation, any right to indemnification and/oradvancement of expenses for any threatened, pending or completed action, suit or proceeding, asapplicable, commenced after such repeal or modification to enforce this Article VI with regard toevents, circumstances, acts or omissions occurring or existing prior to such repeal ormodification.**ARTICLE VII****GENERAL PROVISIONS**     SECTION 1. Dividends. Subject to the provisions of statute and the Certificate ofIncorporation, dividends upon the shares of capital stock of the Corporation may be declared by theBoard of Directors at any regular or special meeting. Dividends may be paid in cash, in property orin shares of stock of the Corporation, unless otherwise provided by statute or the Certificate ofIncorporation.     SECTION 2. Reserves. Before payment of any dividend, there may be set aside out of any fundsof the Corporation available for dividends such sum or sums as the Board of Directors may, fromtime to time, in its absolute discretion, think proper as a reserve or reserves to meetcontingencies, or for equalizing dividends, or for repairing or maintaining any property of theCorporation or for such other purpose as the Board of Directors may think conducive to theinterests of the Corporation. The Board of Directors may modify or abolish any such reserves in themanner in which it was created.     SECTION 3. Seal. The seal of the Corporation shall be in such form as shall beapproved by the Board of Directors, which form may be changed by resolution of the Board ofDirectors.     SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end on December 31of each fiscal year and may thereafter be changed, by resolution of the Board of Directors.     SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders forthe payment of money of the Corporation shall be signed, endorsed or accepted in the name of theCorporation by such officer, officers, person or persons as from time to time may be
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designated by the Board of Directors or by an officer or officers authorized by the Board ofDirectors to make such designation.     SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may authorizeany officer or officers, agent or agents, in the name and on behalf of the Corporation, to enterinto or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations orinstruments, and such authority may be general or confined to specific instances.     SECTION 7. Loans. Unless otherwise prohibited by law, the Corporation may lend moneyto, or guarantee any obligation of, or otherwise assist any officer (other than a named executiveofficer, as defined by the Securities and Exchange Commission) or other employee of the Corporationor of its subsidiary, including any officer or employee who is a director of the Corporation or itssubsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance mayreasonably be expected to benefit the Corporation and provided the making of such loan is incompliance with applicable law. The loan, guaranty or other assistance may be with or withoutinterest, and may be unsecured, or secured in such manner as the board of Directors shall approve,including, without limitation, a pledge of shares of stock of the Corporation. Nothing in thissection contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty ofthe Corporation at common law or under any statute.     SECTION 8. Voting of Stock in Other Entities. Unless otherwise provided by resolutionof the Board of Directors, the Chairman of the Board or the Chief Executive Officer or thePresident, from time to time, may (or may appoint one or more attorneys or agents to) cast thevotes which the Corporation may be entitled to cast as a stockholder or otherwise in any otherentity, any of whose shares or securities may be held by the Corporation, at meetings of theholders of the shares or other securities of such other entity. In the event one or more attorneysor agents are appointed, the Chairman of the Board or the Chief Executive Officer or the Presidentmay instruct the person or persons so appointed as to the manner of casting such votes or givingsuch consent. The Chairman of the Board or the Chief Executive Officer or the President may, or mayinstruct the attorneys or agents appointed to, execute or cause to be executed in the name and onbehalf of the Corporation and under its seal or otherwise, such written proxies, consents, waiversor other instruments as may be necessary or proper in the circumstances.     SECTION 9. Inspection of Books and Records. The inspection of the Corporation’s booksand records by any stockholder of the Corporation may only take place in full compliance with theapplicable requirements of Delaware law.     SECTION 10. Inconsistency Provisions. In the event that any provision of these Bylawsis or becomes inconsistent with any provision of the Certificate of Incorporation, the Act or anyother applicable law, the provision of these Bylaws shall not be given any effect to the extent ofsuch inconsistency but shall otherwise be given full force and effect.**ARTICLE VIII****AMENDMENTS**
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     SECTION 1. Amendment. These Bylaws may be amended or repealed or new Bylaws adopted(a) by action of the stockholders entitled to vote thereon at any annual or special meeting ofstockholders, or (b) if the Certificate of Incorporation so provides, by action of the Board ofDirectors at a regular or special meeting thereof. Any By-Law made by the Board of Directors may beamended or repealed by action of the stockholders at any annual or special meeting of stockholders.     SECTION 2. Indemnification Provisions. Notwithstanding the foregoing, no provision ofArticle VI (Indemnification of Directors and Officers) of these Bylaws may be amended, altered orrepealed, except: (a) by resolution adopted by two-thirds of the entire Board of Directors at anyspecial or regular meeting of the Board; or (b) at any regular or special meeting of thestockholders upon the affirmative vote of the holders of 75% or more of the outstanding shares ofeach class of stock eligible to vote at the meeting, if notice of the amendment, alteration orrepeal is contained in the notice or waiver of notice of the meeting.
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