**Exhibit 3.2****AMENDED AND RESTATED****BY-LAWS****OF****OM GROUP, INC.**              As Adopted by the Stockholders  October 7, 1993, and  Further Amended by the Directors  on August 8, 2006 and on  November 6, 2007
 

 
**AMENDED AND RESTATED****BY-LAWS****OF****OM GROUP, INC.****ARTICLE I****OFFICES**     The Corporation may have such office(s) at such place(s), both within and outside the State ofDelaware, as the Board of Directors from time to time determines or as the business of theCorporation from time to time requires.**ARTICLE II****MEETINGS OF THE STOCKHOLDERS**     **Section 1. Annual Meetings.** Annual meetings of stockholders shall be held each year onsuch date and at such time and place (within or outside the State of Delaware), if any, as isdesignated from time to time by the Board of Directors or, in the absence of a designation by theBoard of Directors, the Chairman of the Board, the President or the Secretary, and stated in thenotice of the meeting. Notwithstanding the foregoing, the Board of Directors may, in its solediscretion, determine that meetings of stockholders shall not be held at any place, but may insteadbe held by means of remote communication, subject to such guidelines and procedures as the Board ofDirectors may adopt from time to time. The Board of Directors may postpone and reschedule anypreviously scheduled annual meeting of stockholders. At each annual meeting, the stockholdersshall elect by a plurality vote directors to succeed those directors whose terms of office are thenexpiring and shall transact such other business as may properly be brought before the meeting inaccordance with Article II,Section 5 of these By-Laws.     **Section 2. Special Meeting.** Unless otherwise prescribed by law, the Corporation’sAmended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) or theseBy-Laws, special meetings of stockholders for any purpose or purposes may be called by the Chairmanof the Board, if any, or by the President or Secretary upon the written request of a majority ofthe total number of directors that the Corporation would have if there were no vacancies (the“Whole Board”). Requests for special meetings shall state the purpose or purposes of the proposedmeeting. The Board of Directors may postpone and reschedule any previously scheduled specialmeeting of stockholders. At each special meeting, the stockholders shall transact such business asmay properly be brought before the meeting in accordance with Article II,Section 5of these By-Laws. Special meetings of the holders of the outstanding shares of Preferred Stock,par value $0.01 per share (the “Preferred Stock”), of the Corporation may be called in the mannerand for the purposes provided in the resolution or resolutions providing for the issue of anyseries of Preferred Stock and the designation, relative powers, preferences and rights, and thequalifications, limitations or restrictions of such series adopted by the Board of Directors (a “Preferred StockDesignation”) pursuant to Article Fourth of the Certificate of Incorporation.
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     **Section 3. Notices of Annual and Special Meetings.** Except as otherwise provided bylaw, the Certificate of Incorporation, any Preferred Stock Designation or these By-Laws, writtennotice of any annual or special meeting of stockholders shall state the place, if any, and themeans of remote communication, if any, by which stockholders and proxy holders may be deemed to bepresent in person and vote at such meeting, date and time thereof, the means of remotecommunication, if any, by which stockholders and proxy holders may be deemed to be present inperson and vote at such meeting, and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called, and shall be given to each stockholder of record entitled to vote atsuch meeting not less than ten days nor more than 60 days prior to the date of the meeting.     **Section 4. List of Stockholders.** At least ten days before every meeting ofstockholders, the officer or transfer agent in charge of the stock transfer books of theCorporation shall prepare and make a complete alphabetical list of stockholders entitled to vote atsuch meeting, which list shows the address of each stockholder and the number of shares registeredin the name of each stockholder. Such list shall be open to examination by any stockholder for anypurpose germane to the meeting for a period of at least ten days prior to the meeting (a) on areasonably accessible electronic network, provided that the information required to gainaccess to such list is provided with the notice of the meeting, or (b) during ordinary businesshours, at the principal place of business of the Corporation. In the event that the Corporationdetermines to make the list available on an electronic network, the Corporation may take reasonablesteps to ensure that such information is available only to stockholders of the Corporation. If themeeting is to be held at a place, then 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.If the meeting is to be held solely by means of remote communication, then the list shall also beopen to examination by any stockholder during the whole time of the meeting on a reasonablyaccessible electronic network, and the information required to access such list shall be providedwith the notice of the meeting.     **Section 5. Presiding Officers; Order of Business.**          (a) The Chairman of the Board, if any, or such other officer of the Corporation designated bythe Board of Directors, shall call meetings of stockholders to order and act as chairpersonthereof. Unless otherwise determined by the Board of Directors prior to the meeting, thechairperson of a meeting of stockholders will also have the authority in his or her sole discretionto regulate the conduct of such meeting, including without limitation by imposing restrictions onthe persons (other than stockholders of the Corporation or their duly appointed proxies) that mayattend such meeting, by ascertaining whether any stockholder or any stockholder’s proxy may beexcluded from such meeting based upon any determination by the chairperson of the meeting, in hisor her sole discretion, that any such person has disrupted or is likely to disrupt the proceedingsthereat, and by determining the circumstances in which any person may make a statement or askquestions at such meeting. The secretary of a meeting of stockholders shall be the Secretary of theCorporation, or, if the Secretary is not present, an Assistant Secretary, or, if an AssistantSecretary is not present, such person as may be chosen by the Board of Directors, or, if none, bysuch person who is chosen by the chairperson of such meeting.          (b) The following order of business, unless otherwise ordered at the meeting by
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the chairperson thereof, shall be observed as far as practicable and consistent with the purposes ofthe meeting:          (1) Call of the meeting to order.          (2) Presentation of proof of mailing of notice of the meeting and, if themeeting is a special meeting, the call thereof.          (3) Presentation of proxies.          (4) Determination and announcement that a quorum is present.          (5) Reading and approval (or waiver thereof) of the minutes of the previousmeeting of stockholders.          (6) Reports, if any, of officers.          (7) Election of directors, if the meeting is an annual meeting or a meetingcalled for such purpose.          (8) Consideration of the specific purpose or purposes for which the meeting hasbeen called (other than the election of directors).          (9) Transaction of such other business as is properly brought before themeeting.          (10) Adjournment.          (c) To be properly brought before an annual meeting, business shall be (i) specified in thenotice of the annual meeting (or any supplement thereto) given by or at the direction of the Boardof Directors in accordance with Article II,Section 3 of these By-Laws, (ii)otherwise properly brought before the annual meeting by the chairperson of the annual meeting or byor at the direction of a majority of the Whole Board, or (iii) otherwise properly requested to bebrought before the annual meeting by a stockholder of the Corporation in accordance with ArticleII,Section 5(d) of these By-Laws.          (d) For business to be properly requested to be brought before an annual meeting by astockholder (i) the stockholder shall be a stockholder of record of the Corporation at the time ofthe giving of the notice for such annual meeting provided for in these By-Laws, (ii) thestockholder shall be entitled to vote at such annual meeting, (iii) the stockholder shall havegiven timely notice thereof in writing to the Secretary and (iv) if the stockholder, or thebeneficial owner on whose behalf any business is brought before the annual meeting, has providedthe Corporation with a Proposal Solicitation Notice (as defined below), such stockholder orbeneficial owner shall have delivered a proxy statement and form of proxy to the holders of atleast the percentage of shares of the Corporation entitled to vote that is required to approve suchbusiness that the stockholder proposes to bring before the annual meeting and included in suchmaterials the Proposal Solicitation Notice. To be timely, a stockholder’s notice shall bedelivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the first anniversary of the date on which the
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Corporation first mailed its proxy materials for the preceding year’s annual meeting ofstockholders; provided,however, that if the date of the annual meeting is advancedmore than 30 days prior to or delayed by more than 30 days after the first anniversary of thepreceding year’s annual meeting, notice by the stockholder to be timely shall be so delivered notlater than the close of business on the later of the 90th day prior to such annual meeting or the10th day following the day on which public disclosure of the date of such annual meeting is firstmade. In no event shall the public disclosure of an adjournment of an annual meeting commence anew time period for the giving of a stockholder’s notice as described above. A stockholder’snotice to the Secretary shall set forth as to each matter the stockholder proposes to bring beforethe annual meeting (A) a description in reasonable detail of the business desired to be broughtbefore the annual meeting and the reasons for conducting such business at the annual meeting, (B)the name and address, as they appear on the Corporation’s books, of the stockholder proposing suchbusiness and the beneficial owner, if any, on whose behalf the proposal is made, (C) the class andseries and number of shares of capital stock of the Corporation that are owned beneficially and ofrecord by the stockholder proposing such business and by the beneficial owner, if any, on whosebehalf the proposal is made, (D) a description of all arrangements or understandings between oramong such stockholder and any other person or persons (including their names) in connection withthe proposal of such business by such stockholder and any material interest of such stockholder insuch business, (E) whether either such stockholder or beneficial owner intends to deliver a proxystatement and form of proxy to the holders of at least the percentage of shares of the Corporationentitled to vote that is required to approve the proposal (an affirmative statement of such intent,a “Proposal Solicitation Notice”), and (F) a representation that such stockholder intends to appearin person or by proxy at the annual meeting to bring such business before the annual meeting.Notwithstanding the foregoing provisions of this Article II,Section5(d) ofthese By-Laws, a stockholder shall also comply with all applicable requirements of the SecuritiesExchange Act of 1934 and the rules and regulations promulgated thereunder (the “Exchange Act”) withrespect to the matters set forth in this Article II,Section 5(d) of these By-Laws.For purposes of this Article II,Section 5(d) of these By-Laws and ArticleIII,Section 3 of these By-Laws, “public disclosure” means disclosure in a press releasereported by the Dow Jones News Service, Associated Press or comparable national news service or ina document filed by the Corporation with the Securities and Exchange Commission pursuant to theExchange Act or furnished by the Corporation to stockholders. Nothing in this Article II,Section 5(d) of these By-Laws will be deemed to affect any rights of stockholders to requestinclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under theExchange Act.          (e) At a special meeting of stockholders, only such business may be conducted or considered asis properly brought before the special meeting. To be properly brought before a special meeting,business shall be (i) specified in the notice of the special meeting (or any supplement thereto)given in accordance with these By-Laws or (ii) otherwise properly brought before the specialmeeting by the chairperson of the special meeting or by or at the direction of a majority of theWhole Board.          (f) The determination of whether any business sought to be brought before any annual orspecial meeting of stockholders is properly brought before such meeting in accordance withArticle II,Section 5 of these By-Laws will be made by the chairperson of such meeting.If the chairperson of such meeting determines that any business is not properlybrought before such meeting, the chairperson will so declare to the meeting and any such businesswill not be conducted or considered.
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     **Section 6. Quorum; Adjournments.**          (a) Except as otherwise provided by law, the Certificate of Incorporation, any Preferred StockDesignation or these By-Laws, the holders of a majority of the shares of capital stock of theCorporation issued and outstanding and entitled to vote at any meeting of stockholders present inperson or by proxy, shall be necessary to and shall constitute a quorum for the transaction ofbusiness at such meeting of stockholders.          (b) If a quorum is not present in person or by proxy at any meeting of stockholders, thestockholders entitled to vote thereat, present in person or by proxy, shall have the power toadjourn the meeting from time to time, without notice of the adjourned meeting if the time andplace, if any, of the adjourned meeting and the means of remote communication, if any, by whichstockholders may be deemed to be present in person or by proxy at such meeting, are announced atthe meeting at which the adjournment is taken, until a quorum is present in person or by proxy.          (c) Any business which might have been transacted at a meeting as originally called may betransacted at any meeting held after adjournment as provided in this Article II,Section6 at which reconvened meeting a quorum is present in person or by proxy. Anything inArticle II,Section 6(c) to the contrary notwithstanding, if an adjournment is formore than 30 days, or, if after an adjournment a new record date is fixed for the adjournedmeeting, notice of the adjourned meeting stating the time and place, if any, of the adjournedmeeting and the means of remote communication, if any, by which stockholders may be deemed to bepresent in person or by proxy at such meeting, shall be given to each stockholder of recordentitled to vote thereat.     **Section 7. Voting.**          (a) At any meeting of stockholders, every stockholder having the right to vote shall beentitled to vote in person or by proxy. Except as otherwise provided by law, the Certificate ofIncorporation or any Preferred Stock Designation, each stockholder of record shall be entitled toone vote (on each matter submitted to a vote) for each share of capital stock registered in his,her or its name on the books of the Corporation as of the applicable record date for such vote.          (b) All elections of directors shall be by written ballot unless otherwise provided in theCertificate of Incorporation or any Preferred Stock Designation. If authorized by the Board ofDirectors, such requirement of a written ballot shall be satisfied by a ballot submitted byelectronic transmission; provided that any such electronic transmission shall either setforth or be submitted with information from which it can be determined that the electronictransmission was authorized by the stockholder or proxy holder.          (c) Except as otherwise provided by law, the Certificate of Incorporation, Preferred StockDesignation, these By-Laws or the applicable standards of the New York Stock Exchange (the “NYSE”)or any other exchange or quotation service on which the Corporation’s shares are listed or quoted,all elections of directors and all other matters that may properly be presented for a vote of stockholders shall be determined by a vote of the holders of amajority of the shares present in person or represented by proxy and voting on such other matters.     **Section 8. No Action by Written Consent.** As provided in Article Ninth of theCertificate of Incorporation, no action which is required or permitted to be taken at any meeting
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of stockholders may be taken by written consent of stockholders in lieu of a meeting.**ARTICLE III****DIRECTORS**     **Section 1. General Powers.** The business and affairs of the Corporation shall bemanaged under the direction of its Board of Directors, which may exercise all powers of theCorporation and perform or authorize the performance of all lawful acts and things which are not bylaw, the Certificate of Incorporation or these By-Laws directed or required to be exercised orperformed by stockholders.     **Section 2. Number and Classification of Directors.** Subject to the rights, if any, ofany series of Preferred Stock then outstanding, (a) the number of directors of the Corporationshall be not less than three nor more than 15, as fixed from time to time by the Board of Directors(provided that no reduction in the number of directors shall of itself have the effect ofshortening the term of any incumbent director), (b) the Directors (other than those who may beelected by the holders of any series of the Preferred Stock) shall be divided into three classes asnearly equal in number as the then total number of directors constituting the Whole Board permits,with the term of office of one class expiring each year; and (c) at each annual meeting ofstockholders, the directors elected to succeed those directors whose terms expire shall be electedfor a term of office to expire at the third succeeding annual meeting of stockholders after theirelection.     **Section 3. Nominations.** (a) Subject to the rights of any holder of any series ofPreferred Stock then outstanding, only persons who are nominated in accordance with this ArticleIII,Section 3 shall be eligible for election as directors.          (b) Nominations of persons for election as directors of the Corporation may be made only at anannual meeting of stockholders (i) by or at the direction of the Board of Directors or by anycommittee or person appointed by the Board of Directors or (ii) by any stockholder of theCorporation who is a stockholder of record at the time of giving of notice provided for in thisArticle III,Section 3 and is entitled to vote for the election of directors at themeeting who complies with the notice procedures set forth in this Article III,Section3. Any nomination made pursuant to clause (i) of the preceding sentence shall be made pursuantto timely notice in proper written form to the Secretary of the Corporation.          (c) To be timely, a stockholder’s notice shall be delivered to or mailed and received at theprincipal executive offices of the Corporation not less than 60 days nor more than 90 days prior tothe first anniversary of the date on which the Corporation first mailed its proxy materials for thepreceding year’s annual meeting of stockholders; provided,however, that if the dateof the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days afterthe anniversary of the preceding year’s annual meeting, notice by the stockholder to be timelyshall be so delivered not later than the close of business on the later of the 90th day prior tosuch annual meeting or the 10th day following the day on which public disclosure of the date of such meeting is first made. In no event shall the publicdisclosure of an adjournment of an annual meeting commence a new time period for the giving of astockholder’s notice as described above.          (d) To be in proper written form, such stockholder’s notice shall set forth or include (i) thename and address, as they appear on the Corporation’s books, of the stockholder
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giving the notice,and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) a representationthat the stockholder giving the notice is a holder of record of stock of the Corporation entitledto vote at such annual meeting and intends to appear in person or by proxy at the annual meeting tonominate the person or persons specified in the notice; (iii) the class and number of shares ofstock of the Corporation owned beneficially and of record by the stockholder giving the notice andby the beneficial owner, if any, on whose behalf the nomination is made; (iv) a description of allarrangements or understandings between or among any of (A) the stockholder giving the notice, (B)the beneficial owner on whose behalf the notice is given, (C) each nominee, and (D) any otherperson or persons (naming such person or persons) pursuant to which the nomination or nominationsare to be made by the stockholder giving the notice; (v) such other information regarding eachnominee proposed by the stockholder giving the notice as would be required to be included in aproxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had thenominee been nominated, or intended to be nominated, by the Board of Directors; (vi) the signedconsent of each nominee to serve as a Director of the Corporation if so elected; (vii) whethereither such stockholder or beneficial owner intends to deliver a proxy statement and form of proxyto holders of at least the percentage of shares of the Corporation entitled to vote required toelect such nominee or nominees (an affirmative statement of such intent, a “Nomination SolicitationNotice”); and (viii) a representation that such stockholder intends to appear in person or by proxyat the meeting to nominate the persons named in the notice. The Corporation may require anyproposed nominee to furnish such other information as may reasonably be required by the Corporationto determine the eligibility of such proposed nominee to serve as a director. The chairperson ofthe meeting shall, if the facts warrant, determine and declare to the meeting that a nomination wasnot made in accordance with the procedures prescribed by this Article III,Section 3,and if he or she should so determine, he or she shall so declare to the meeting and the defectivenomination shall be disregarded. Notwithstanding the foregoing provisions of this ArticleIII,Section 3, a stockholder shall also comply with all applicable requirements of theExchange Act with respect to the matters set forth in this Article III,Section 3.     **Section 4. Removal of Directors.** Subject to the rights of the holders of any series ofPreferred Stock then outstanding, any director, or the entire Board of Directors, may be removedfrom office at any time, but only for cause and only by the affirmative vote of the holders of amajority of the shares then entitled to vote at an election of directors.     **Section 5. Vacancies.** Subject to the rights of any holder of any series of PreferredStock then outstanding, vacancies and newly created directorships may be filled by a majority ofthe directors then in office, although less than a quorum, or by the sole remaining director, andeach director so chosen shall hold office until the next annual meeting of stockholders or untilhis or her successor has been elected and qualified. When one or more directors shall resign fromthe Board, a majority of the directors then in office, including those who have so resigned, shallhave the power to fill such vacancy or vacancies, the vote thereon to take effect when suchresignation or resignations shall become effective, and each director so chosen shall hold office until the next annual meeting of stockholders or until his or her successor has beenelected and has qualified.     **Section 6. Place of Meetings.** The Board of Directors may hold both regular and specialmeetings either within or outside the State of Delaware, at such place as the Board of Directorsfrom time to time deems advisable.
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     **Section 7. Annual Organizational Meeting.** The annual organizational meeting of theBoard of Directors shall be held immediately following the annual meeting of stockholders, and nonotice to the newly elected directors of such meeting shall be necessary for such meeting to belawful, provided a quorum is present thereat.     **Section 8. Regular Meetings.** Additional regular meetings of the Board of Directors maybe held without notice, at such time and place as from time to time may be determined by the Boardof Directors.     **Section 9. Special Meetings.** Special meetings of the Board of Directors may be calledby the Chairman of the Board, the Lead Director, the President or a majority of the Whole Board,upon one day’s notice to each director. Special meetings of the Board of Directors may be held atsuch time and place either within or without the State of Delaware as may be determined by theBoard or specified in the notice of any such special meeting.     **Section 10. Quorum; Adjournments.** A majority of the directors then in office shallconstitute a quorum for the transaction of business at a meeting of the Board of Directors, and theact of a majority of the directors present at any meeting at which a quorum is present shall be theact of the Board of Directors, except as may otherwise specifically be provided by law, theCertificate of Incorporation or these By-Laws. If a quorum is not present at any meeting of theBoard of Directors, the directors present may adjourn the meeting from time to time, without noticeother than announcement at the meeting, until a quorum is present.     **Section 11. Compensation.** Directors shall be entitled to such compensation for theirservices as directors as from time to time may be fixed by the Board of Directors and in any eventshall be entitled to reimbursement of all reasonable expenses incurred by them in attendingdirectors’ meetings. Any director may waive compensation for any meeting.     **Section 12. Action by Written Consent.** Unless otherwise restricted by the Certificateof Incorporation or these By-Laws, any action required or permitted to be taken at any meeting ofthe Board of Directors may be taken without a meeting if all members of the Board of Directorsconsent thereto in writing or by electronic transmission and the writing(s) or electronictransmission(s) are filed with the minutes of proceedings of the Board of Directors. Such filingwill be in paper form if the minutes are maintained in paper form and will be in electronic form ifthe minutes are maintained in electronic form.     **Section 13. Participation in Meetings by Remote Communications.** Unless otherwiserestricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directorsmay participate in a meeting by means of conference telephone or other communications equipment bymeans of which all persons participating in the meeting can hear each other, and such participationin a meeting will constitute presence in person at the meeting.**ARTICLE IV****COMMITTEES**     **Section 1. Executive Committee.**          (a) By resolution duly adopted by a majority of the Whole Board, the Board of
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Directors may designate two or more directors to constitute an Executive Committee. One of such directors shallbe designated as Chairman of the Executive Committee. Each member of the Executive Committee shallcontinue as a member thereof until the expiration of his or her term as a director, or until his orher earlier resignation from the Executive Committee, in either case unless sooner removed as amember of the Executive Committee or as a director by any means authorized by these By-Laws.          (b) The Executive Committee shall have and may exercise all of the right, powers and authorityof the Board of Directors, except as expressly limited by applicable law.          (c) The Executive Committee shall fix its own rules of procedure and shall meet at such timesand at such place or places as may be provided by its rules. The Chairman of the ExecutiveCommittee, or, in the absence of a Chairman, a member of the Executive Committee chosen by amajority of the members present, shall preside at meetings of the Executive Committee, and anothermember thereof chosen by the Executive Committee shall act as Secretary. A majority of the membersof the Executive Committee shall constitute a quorum for the transaction of business, and theaffirmative vote of a majority of the members thereof shall be required for any action of theExecutive Committee. The Executive Committee shall keep minutes of its meetings and deliver suchminutes to the Board of Directors.     **Section 2. Other Committees.** The Board of Directors, by resolution duly adopted by amajority of the Whole Board, may appoint such other committee or committees as it shall deemadvisable and with such limited authority as the Board of Directors shall from time to timedetermine and in accordance with applicable law.     **Section 3. Other Provisions Regarding Committees.**          (a) The Board of Directors shall have the power at any time to fill vacancies in, change themembership of, or discharge any committee.          (b) Members of any committee shall be entitled to such compensation for services as such asfrom time to time may be fixed by the Board of Directors and in any event shall be entitled toreimbursement of all reasonable expenses incurred in attending committee meetings. Any member of acommittee may waive compensation for any meeting.          (c) Unless prohibited by law or the Certificate of Incorporation, the provisions of ArticleIII, Section 12, (“Action by Written Consent”) and Section 13 (“Participation inMeetings by Remote Communications”) shall apply to all committees from time to time created by theBoard of Directors.
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**ARTICLE V****OFFICERS**     **Section 1. Positions.** The officers of the Corporation shall be appointed by the Boardof Directors and shall consist of a President and a Secretary. The Board of Directors also maychoose a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more AssistantSecretaries and/or Assistant Treasurers and such other officers and/or agents as the Board fromtime to time deems necessary or appropriate. The Board of Directors may delegate to the Presidentof the Corporation the authority to appoint any officer or agent of the Corporation and to fill avacancy other than the Chairman of the Board, President, Secretary or Treasurer. The election orappointment of any officer of the Corporation in itself shall not create contract rights for anysuch officer. All officers of the Corporation shall exercise such powers and perform such dutiesas from time to time shall be determined by the Board of Directors. Unless otherwise provided inthe Certificate of Incorporation, any number of offices may be held by the same person.     **Section 2. Term of Office; Removal.** Each officer of the Corporation shall hold officeat the pleasure of the Board and any officer may be removed, with or without cause, at any time bythe affirmative vote of a majority of the directors then in office, provided that anyofficer appointed by the President pursuant to authority delegated to the President by the Board ofDirectors may be removed, with or without cause, at any time whenever the President in his or herabsolute discretion shall consider that the best interests of the Corporation shall be served bysuch removal. Removal of an officer by the Board or by the President, as the case may be, shallnot prejudice the contract rights, if any, of the person so removed. Vacancies (however caused) inany office may be filled for the unexpired portion of the term by the Board of Directors (or by thePresident in the case of a vacancy occurring in an office to which the President has been delegatedthe authority to make appointments).     **Section 3. Compensation.** The salaries of all officers of the Corporation shall befixed from time to time by the Board of Directors, and no officer shall be prevented from receivinga salary by reason of the fact that he also receives from the Corporation compensation in any othercapacity.     **Section 4. Chairman of the Board.** The Chairman of the Board, if any, shall be anofficer of the Corporation and, subject to the direction of the Board of Directors, shall performsuch executive, supervisory and management functions and duties as from time to time may beassigned to him or her by the Board. The Chairman of the Board may also serve as the ChiefExecutive Officer of the Corporation if the independent members of the Board of Directors haveelected a lead independent director.     **Section 5. President.** The President shall be the chief executive officer of theCorporation and, subject to the direction of the Board of Directors, shall have general supervisionof the business, affairs and property of the Corporation and general supervision over its otherofficers and agents. In general, the President shall perform all duties incident to the office ofPresident of a stock corporation and shall see that all orders and resolutions of the Board ofDirectors are carried into effect. Unless otherwise prescribed by the Board of Directors, thePresident shall have full power and authority on behalf of the Corporation to attend, act and voteat any meeting of security holders of other corporations in which the
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Corporation may hold securities. At any such meeting the President shall possess and mayexercise any and all rights and powers incident to the ownership of such securities which theCorporation possesses and has the power to exercise. The Board of Directors from time to time mayconfer like powers upon any other person or persons.     **Section 6. Vice Presidents.** In the absence or disability of the President, the VicePresident, if any (or in the event there is more than one, the Vice Presidents in the orderdesignated by the Board of Directors, or in the absence of any designation, in the order of theirelection), shall perform the duties and exercise the powers of the President. The VicePresident(s) also generally shall assist the President and shall perform such other duties and havesuch other powers as from time to time may be prescribed by the Board of Directors.     **Section 7. Secretary.** The Secretary shall attend all meetings of the Board ofDirectors and of stockholders and shall record all votes and the proceedings of all meetings. TheSecretary also shall perform like duties for the Executive Committee or other committees, ifrequired by any such committee. The Secretary shall give (or cause to be given) notice of allmeetings of stockholders and all special meetings of the Board of Directors and shall perform suchother duties as from time to time may be prescribed by the Board of Directors, the Chairman of theBoard or the President. The Secretary shall have custody of the seal of the Corporation, shallhave authority (as shall any Assistant Secretary) to affix the same to any instrument requiring it,and to attest the seal by his or her signature. The Board of Directors may give general authorityto officers other than the Secretary or any Assistant Secretary to affix the seal of theCorporation and to attest the affixing thereof by his or her signature.     **Section 8. Assistant Secretary.** The Assistant Secretary, if any (or in the event thereis more than one, the Assistant Secretaries in the order designated by the Board of Directors, orin the absence of any designation, in the order of their election), in the absence or disability ofthe Secretary, shall perform the duties and exercise the powers of the Secretary. The AssistantSecretary or Secretaries shall perform such other duties and have such other powers as from time totime may be prescribed by the Board of Directors.     **Section 9. Treasurer.** The Treasurer, if any, shall have the custody of the corporatefunds, securities, other similar valuable effects, and evidences of indebtedness, shall keep fulland accurate accounts of receipts and disbursements in books belonging to the Corporation and shalldeposit all moneys and other valuable effects in the name and to the credit of the Corporation insuch depositories as from time to time may be designated by the Board of Directors. The Treasurershall disburse the funds of the Corporation in such manner as may be ordered by the Board ofDirectors from time to time and shall render to the Chairman of the Board, the President and theBoard of Directors, at regular meetings of the Board or whenever any of them may so require, anaccount of all transactions and of the financial condition of the Corporation.     **Section 10. Assistant Treasurer.** The Assistant Treasurer, if any (or in the eventthere is more than one, the Assistant Treasurers in the order designated by the Board of Directors,or in the absence of any designation, in the order of their election), in the absence or disabilityof the Treasurer, shall perform the duties and exercise the powers of the Treasurer. The AssistantTreasurer(s) shall perform such other duties and have such other powers as from time to time may beprescribed by the Board of Directors.
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**ARTICLE VI****NOTICES**     **Section 1. Form; Delivery.** Any notice required or permitted to be given to anydirector, officer, stockholder or committee member shall be given in writing, either personally, byovernight courier or mail with postage prepaid, addressed to the recipient at his or her address asit appears in the records of the Corporation. Personally delivered notices shall be deemed to begiven at the time they are delivered at the address of the named recipient as it appears in therecords of the Corporation, and notices sent by overnight courier or mail shall be deemed to begiven at the time they are deposited with such courier or in the United States mail, as applicable.Notice to directors may also be given by telephone, facsimile, electronic transmission or similarmedium of communication or as otherwise may be permitted by these By-Laws.     **Section 2. Waiver; Effect of Attendance.** Whenever any notice is required to be givenby law, the Certificate of Incorporation or these By-Laws, a written waiver signed by the personentitled to such notice, or a waiver by electronic transmission by the person entitled to notice,whether before or after the time stated therein, shall be the equivalent of the giving of suchnotice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,except when the person attends the meeting for the express purpose of objecting, at the beginningof the meeting, to the transaction of any business on the grounds that the meeting is not lawfullycalled or convened.**ARTICLE VII****INDEMNIFICATION AND EXCULPATION;**