AMENDED AND RESTATED BY-LAWS OF CONCERTO SOFTWARE, INC.



 
Exhibit 10.30

 
AMENDED AND RESTATED 
 
BY-LAWS 
 
OF 
 
CONCERTO SOFTWARE, INC. 
 
Effective as of May 6, 2003 
 







 
BY-LAWS

 
TABLE OF CONTENTS 
 

	 	  	 	 	 	  	 Page


	 ARTICLE 1—Stockholders
	  	 1

	
	 	  	 Section 1.1
	 	 Place of Meetings
	  	 1

	 	  	 Section 1.2
	 	 Annual Meeting
	  	 1

	 	  	 Section 1.3
	 	 Special Meetings
	  	 1

	 	  	 Section 1.4
	 	 Notice of Meetings
	  	 1

	 	  	 Section 1.5
	 	 Voting List
	  	 1

	 	  	 Section 1.6
	 	 Quorum
	  	 2

	 	  	 Section 1.7
	 	 Adjournments
	  	 2

	 	  	 Section 1.8
	 	 Voting and Proxies
	  	 2

	 	  	 Section 1.9
	 	 Action at Meeting
	  	 3

	 	  	 Section 1.10
	 	 Introduction of Business at Meeting
	  	 3

	 	  	 Section 1.11
	 	 Action without Meeting
	  	 6

	
	 ARTICLE 2—Directors
	  	 6

	
	 	  	 Section 2.1
	 	 General Powers
	  	 6

	 	  	 Section 2.2
	 	 Number; Election and Qualification
	  	 7

	 	  	 Section 2.3
	 	 Terms in Office
	  	 7

	 	  	 Section 2.4
	 	 Tenure
	  	 7

	 	  	 Section 2.5
	 	 Vacancies
	  	 7

	 	  	 Section 2.6
	 	 Resignation
	  	 7

	 	  	 Section 2.7
	 	 Regular Meetings
	  	 8

	 	  	 Section 2.8
	 	 Special Meetings
	  	 8

	 	  	 Section 2.9
	 	 Notice of Special Meetings
	  	 8

	 	  	 Section 2.10
	 	 Meetings by Telephone Conference Calls
	  	 8

	 	  	 Section 2.11
	 	 Quorum
	  	 8

	 	  	 Section 2.12
	 	 Action at Meeting
	  	 8

	 	  	 Section 2.13
	 	 Action by Written Consent
	  	 8

	 	  	 Section 2.14
	 	 Removal
	  	 9

	 	  	 Section 2.15
	 	 Committees
	  	 9

	 	  	 Section 2.16
	 	 Compensation of Directors
	  	 9

	 	  	 Section 2.17
	 	 Amendments to Article
	  	 9

	
	 ARTICLE 3—Officers
	  	 10

	
	 	  	 Section 3.1
	 	 Enumeration
	  	 10


 
 
 

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	 	  	 	 	 	  	 Page


	
	 ARTICLE 3—Officers (continued)
	  	 10

	
	 	  	 Section 3.2
	 	 Election
	  	 10

	 	  	 Section 3.3
	 	 Qualification
	  	 10

	 	  	 Section 3.4
	 	 Tenure
	  	 10

	 	  	 Section 3.5
	 	 Resignation and Removal
	  	 10

	 	  	 Section 3.6
	 	 Vacancies
	  	 10

	 	  	 Section 3.7
	 	 Chairman of the Board and Vice-Chairman of the Board
	  	 10

	 	  	 Section 3.8
	 	 President
	  	 11

	 	  	 Section 3.9
	 	 Vice Presidents
	  	 11

	 	  	 Section 3.10
	 	 Secretary and Assistant Secretaries
	  	 11

	 	  	 Section 3.11
	 	 Treasurer and Assistant Treasurers
	  	 12

	 	  	 Section 3.12
	 	 Salaries
	  	 12

	 	  	 Section 3.13
	 	 Action with Respect to Securities of Other Corporations
	  	 12

	
	 ARTICLE 4—Indemnification
	  	 12

	
	 	  	 Section 4.1
	 	 Actions, Suits and Proceedings other than by or in the Right of the Corporation
	  	 12

	 	  	 Section 4.2
	 	 Actions or Suits by or in the Right of the Corporation
	  	 13

	 	  	 Section 4.3
	 	 Indemnification for Expenses of Successful Party
	  	 13

	 	  	 Section 4.4
	 	 Notification and Defense of Claim
	  	 14

	 	  	 Section 4.5
	 	 Advance of Expenses
	  	 14

	 	  	 Section 4.6
	 	 Procedure for Indemnification
	  	 15

	 	  	 Section 4.7
	 	 Remedies
	  	 15

	 	  	 Section 4.8
	 	 Subsequent Amendment
	  	 15

	 	  	 Section 4.9
	 	 Other Rights
	  	 16

	 	  	 Section 4.10
	 	 Partial Indemnification
	  	 16

	 	  	 Section 4.11
	 	 Insurance
	  	 16

	 	  	 Section 4.12
	 	 Merger or Consolidation
	  	 16

	 	  	 Section 4.13
	 	 Savings Clause
	  	 16

	 	  	 Section 4.14
	 	 Definitions
	  	 17

	 	  	 Section 4.15
	 	 Subsequent Legislation
	  	 17

	
	 ARTICLE 5—Capital Stock
	  	 17

	
	 	  	 Section 5.1
	 	 Issuance of Stock
	  	 17

	 	  	 Section 5.2
	 	 Certificates of Stock
	  	 17

	 	  	 Section 5.3
	 	 Transfers
	  	 17

	 	  	 Section 5.4
	 	 Lost, Stolen or Destroyed Certificates
	  	 18

	 	  	 Section 5.5
	 	 Record Date
	  	 18


 

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	 	  	 Page


	 ARTICLE 6—General Provisions
	  	 18

	
	 	  	 Section 6.1
	 	 Fiscal Year
	  	 18

	 	  	 Section 6.2
	 	 Corporate Seal
	  	 18

	 	  	 Section 6.3
	 	 Notices
	  	 19

	 	  	 Section 6.4
	 	 Waiver of Notice
	  	 19

	 	  	 Section 6.5
	 	 Evidence of Authority
	  	 19

	 	  	 Section 6.6
	 	 Facsimile Signatures
	  	 19

	 	  	 Section 6.7
	 	 Reliance upon Books, Reports and Records
	  	 19

	 	  	 Section 6.8
	 	 Time Periods
	  	 19

	 	  	 Section 6.9
	 	 Certificate of Incorporation
	  	 19

	 	  	 Section 6.10
	 	 Transactions with Interested Parties
	  	 20

	 	  	 Section 6.11
	 	 Severability
	  	 20

	 	  	 Section 6.12
	 	 Pronouns
	  	 20

	
	 ARTICLE 7—Amendments
	  	 20

	
	 	  	 Section 7.1
	 	 By the Board of Directors
	  	 20

	 	  	 Section 7.2
	 	 By the Stockholders
	  	 20


 
 
 

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AMENDED AND
RESTATED 
 
BY-LAWS 
 
OF 
 
CONCERTO SOFTWARE, INC. (the “Corporation”)

 
ARTICLE
1—Stockholders 
 
1.1    Place of Meetings.    All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time
to time by the Chairman of the Board (if any), the board of directors of the Corporation (the “Board of Directors”) or the President or, if not so designated, at the registered office of the Corporation. 
 
1.2    Annual
Meeting.    The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date to be fixed by the
Chairman of the Board (if any), Board of Directors or the President (which date shall not be a legal holiday in the place where the meeting is to be held) at the time and place to be fixed by the Chairman of the Board, the Board of Directors or the
President and stated in the notice of the meeting. 
 
1.3    Special Meetings.    Special meetings of stockholders may be called at any time by the Chairman of the Board (if any), a majority of the Board of
Directors or the President and shall be held at such place, on such date and at such time as shall be fixed by the Board of Directors or the person calling the meeting. Business transacted at any special meeting of stockholders shall be limited to
matters relating to the purpose or purposes stated in the notice of meeting. 
 
1.4    Notice of Meetings.    Except as otherwise provided by law, written notice of each meeting of stockholders, whether
annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notices of all meetings shall state the place, date and hour of the meeting. The notice
of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it
appears on the records of the Corporation. 
 
1.5    Voting List.    The officer who has charge of the stock ledger of the Corporation shall prepare, at least 10 days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the metropolitan area of the city where the meeting is to be
held, which 







 
place shall be specified in
the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time of the meeting, and may be inspected by any
stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. 
 
1.6    Quorum.    Except as
otherwise provided by (i) law, (ii) the Corporation’s Certificate of Incorporation, as such may be amended from time to time, or (iii) these Amended and Restated By-Laws, as such may be amended from time to time (the “Restated
By-laws”), the holders of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the
transaction of business. Shares held by brokers which such brokers are prohibited from voting (pursuant to their discretionary authority on behalf of beneficial owners of such shares who have not submitted a proxy with respect to such shares)
on some or all of the matters before the stockholders, but which shares would otherwise be entitled to vote at the meeting (“Broker Non-Votes”) shall be counted, for the purpose of determining the presence or absence of a quorum,
both (a) toward the total voting power of the shares of capital stock of the Corporation and (b) as being represented by proxy. If a quorum has been established for the purpose of conducting the meeting, a quorum shall be deemed to be present for
the purpose of all votes to be conducted at such meeting, provided that where a separate vote by a class or classes, or series thereof, is required, a majority of the voting power of the shares of such class or classes, or series, present in person
or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the voting power of
the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time. 
 
1.7    Adjournments.    Any meeting of stockholders may be
adjourned to any other time and to any other place at which a meeting of stockholders may be held under these Restated By-Laws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no
stockholder is present, by any officer entitled to preside at or to act as Secretary of such meeting. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the
original meeting. 
 
1.8    Voting and Proxies.    At any meeting of the stockholders, each stockholder shall have one vote for each share of stock entitled to vote at such
meeting held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided in the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders, or to
express consent or dissent to corporate action in writing without a meeting (to the extent not otherwise prohibited by the Certificate of Incorporation or these Restated By-laws), may vote or express such consent or dissent in person or may
authorize another person or persons to vote or act for such stockholder by written proxy executed by such stockholder or his 
 

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or her authorized agent or by
a transmission permitted by law and delivered to the Secretary of the Corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this Section 1.8 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile telecommunication or reproduction shall be a complete reproduction of the entire original writing or transmission. 
 
In the election of directors, voting shall be by written ballot, and for any other action, voting need not be
by ballot. 
 
The Corporation may, and to the
extent required by law or the Certificate of Incorporation, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting and make a written report thereof. The Corporation may designate one or more persons
as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at such meeting may, and to the extent required by law or the Certificate of
Incorporation, shall, appoint one or more inspectors to act at such meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. 
 
1.9    Action at Meeting.    When a quorum is present at any meeting of stockholders, the holders of a majority of the stock present or represented and voting
on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on such matter) shall decide
any matter to be voted upon by the stockholders at such meeting (other than the election of directors), except when a different vote is required by express provision of law, the Certificate of Incorporation or these Restated By-Laws. Any election of
directors by the stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at such election, except as otherwise provided by the Certificate of Incorporation. For the purposes of this paragraph, Broker
Non-Votes represented at the meeting but not permitted to vote on a particular matter shall not be counted, with respect to the vote on such matter, in the number of (a) votes cast, (b) votes cast affirmatively, or (c) votes cast negatively.

 
1.10    Introduction of Business at Meetings. 
 
A.    Annual Meetings of Stockholders. 
 
(1)    Nominations of
persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of
the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided 
 
 

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for in this
Section 1.10, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.10. 
 
(2)    For nominations or other business to be properly brought before an annual meeting by a
stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 1.10, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the one hundred twentieth (120th) day nor earlier than
the close of business on the one hundred fiftieth (150th) day prior to the first anniversary of the date of the proxy statement delivered to stockholders in connection with the preceding year’s annual meeting; provided, however, that if either
(i) the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after the first anniversary date of the preceding year’s annual meeting or (ii) no proxy statement was delivered to stockholders in connection
with the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on
the later of the sixtieth (60th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. Such stockholder’s
notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons
for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and (ii) the class and number of shares of capital stock of
the Corporation that are owned beneficially and held of record by such stockholder and such beneficial owner. 
 
(3)    Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 1.10 to
the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of
the increased Board of Directors at least seventy (70) days prior to the first anniversary of the preceding year’s annual meeting (or, if the annual meeting is held more than thirty (30) days before or sixty (60) days after such 
 
 

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anniversary
date, at least seventy (70) days prior to such annual meeting), a stockholder’s notice required by this Section 1.10 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation. 
 
B.    Special Meetings of Stockholders.    Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s
notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record
at the time of giving of notice of the special meeting, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.10. If the Corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the
stockholder’s notice required by paragraph (A)(2) of this Section 1.10 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the ninetieth (90th) day prior to such special meeting nor later
than the later of (x) the close of business on the sixtieth (60th) day prior to such special meeting or (y) the close of business on the tenth (10th) day following the day on which public announcement is first made of the date of such special
meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. 
 
C.    General. 
 
(1)    Only such persons
who are nominated in accordance with the procedures set forth in this Section 1.10 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 1.10. Except as otherwise provided by law, the Certificate of Incorporation or these Restated By-Laws, the chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.10 and, if any proposed nomination or business is not in compliance
herewith, to declare that such defective proposal or nomination shall be disregarded. 
 
(2)    For purposes of this Section 1.10, “public announcement” shall mean disclosure in a
press release reported by the Dow Jones News Service, Associated Press, PR Newswire, Reuters or comparable national news service or in a 
 
 

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document
publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. 
 
(3)    Notwithstanding the foregoing provisions of this Section 1.10, a stockholder shall also comply
with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 1.10 shall be deemed to affect any rights (i) of stockholders to request inclusion of
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 specified circumstances. 
 
1.11    Action without
Meeting.    Stockholders of the Corporation may not take any action by written consent in lieu of a meeting. Notwithstanding any other provision of law, the Certificate of Incorporation or these Restated By-Laws,
and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast at any annual election of
directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Section 1.11. 
 
ARTICLE 2—Directors 
 
2.1    General Powers.    The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the Corporation except as otherwise provided by law or the Certificate of Incorporation. In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law or the Certificate of Incorporation, may exercise the powers of the full Board of Directors until the vacancy is filled. Without limiting the foregoing, the Board of Directors
may: 
 

	 	(a)	 	declare dividends from time to time in accordance with law; 

 

	 	(b)	 	purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine; 

 

	 	(c)	 	authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or
unsecured, to borrow funds and guarantee obligations, and to do all things necessary in connection therewith; 

 

	 	(d)	 	remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time
being; 

 

	 	(e)	 	confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents; 

 
 

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	 	(f)	 	adopt from time to time such stock option, stock purchase, bonus or other compensation plans for directors, officers, employees, consultants and agents of the
Corporation and its subsidiaries as it may determine; 

 

	 	(g)	 	adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees, consultants and agents of the Corporation and its
subsidiaries as it may determine; and 

 

	 	(h)	 	adopt from time to time regulations, not inconsistent herewith, for the management of the Corporation’s business and affairs. 

 
2.2    Number;
Election and Qualification.     The number of directors which shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors, but in no event shall be less than two. The
number of directors may be decreased at any time and from time to time by a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders (or, if so determined by the Board of Directors pursuant to Section 1.10 hereof, at a special meeting of stockholders), by such stockholders as have the right to vote on
such election. Directors need not be stockholders of the Corporation. 
 
2.3    Terms in Office.    Each director shall hold office until the next annual meeting of stockholders. 
 
2.4    Tenure.    Notwithstanding any provisions to the contrary contained herein, each director shall hold office until his or her successor is elected and
qualified, or until his or her earlier death, resignation or removal. 
 
2.5    Vacancies.    Unless and until filled by the stockholders, any vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement thereof, may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of
his or her predecessor in office, if any, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next election of directors and until his or her successor is elected and qualified,
or until his or her earlier death, resignation or removal. 
 
2.6    Resignation.    Any director may resign by delivering his or her written resignation to the Corporation at its principal office or to the President or
Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 
 

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2.7    Regular Meetings.    Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State
of Delaware, as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. 
 
2.8    Special
Meetings.    Special meetings of the Board of Directors may be held at any time and place, within or without the State of Delaware, designated in a call by the Chairman of the Board (if any), the President, two or
more directors, or by one director in the event that there is only a single director in office. 
 
2.9    Notice of Special Meetings.    Notice of any special meeting of directors shall be given to each director by the
Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone at least 48 hours in advance of the meeting, (ii) by sending a
telegram or delivering written notice by facsimile transmission or by hand, to his or her last known business or home address at least 48 hours in advance of the meeting, or (iii) by mailing written notice to his or her last known business or home
address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting. 
 
2.10    Meetings by Telephone Conference
Calls.    Directors or any members of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall be deemed to constitute presence in person at such meeting. 
 
2.11    Quorum.    A majority of the total number of the whole Board of Directors shall constitute a quorum at all meetings of the Board of Directors. In the
event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third (1/3) of the total
number of the whole Board of Directors constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting,
until a quorum shall be present. 
 
2.12    Action at Meeting.    At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these Restated By-Laws. 
 
2.13    Action by Written Consent.    Any action required or
permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent to such action in
writing, and the written consents are filed with the minutes of proceedings of the Board of Directors or committee. 
 

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2.14    Removal.    Unless otherwise provided in the Certificate of Incorporation, any one or more or all of the directors may be removed (i) with cause only
by the holders of at least a majority of the shares then entitled to vote at an election of directors or (ii) without cause only by the holders of at least seventy-five percent (75%) of the shares then entitled to vote at an election of directors.

 
2.15    Committees.    The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the
absence or disqualification of a member of a committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at such meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the General
Corporation Law of the State of Delaware, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine or as provided herein, any committee
may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Restated By-Laws for the Board of
Directors. Adequate provisions shall be made for notice to members of all meeting of committees. Two-third (2/3) of the members of any committee shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which
event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing
or writings are filed with the minutes of the proceedings of such committee. 
 
2.16    Compensation of Directors.    Directors may be paid such compensation for their services and such reimbursement for
expenses of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary corporations in any other capacity and
receiving compensation for such service. 
 
2.17    Amendments to Article.    Notwithstanding any other provisions of law, the Certificate of Incorporation or these Restated By-Laws, and notwithstanding
the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of a least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast at any annual election of directors shall be
required to amend or repeal, or to adopt any provision inconsistent with, this Article 2. 
 

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ARTICLE 3—Officers 
 
3.1    Enumeration.    The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including, but not limited to, a Chairman of the Board, a Vice-Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries. The Board of Directors may
appoint such other officers as it may deem appropriate. 
 
3.2    Election.    The President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Chief Executive Officer, except that the Directors shall have the power to rescind any such appointment by a vote of a majority of the Directors then in office. 
 
3.3    Qualification.    No officer need be a stockholder. Any two or more offices may be held by the same person. 
 
3.4    Tenure.    Except as otherwise provided by law, by the Certificate of Incorporation or by these Restated By-Laws, each officer shall hold office until
his or her successor is elected and qualified, unless a different term is specified in the vote choosing or appointing such officer, or until his or her earlier death, resignation or removal. 
 
3.5    Resignation and
Removal.    Any officer may resign by delivering his or her written resignation to the Chairman of the Board (if any), to the Board of Directors at a meeting thereof, to the Corporation at its principal
office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 
 
Any officer may be removed at any time, with or without cause,
by either the President or by a vote of a majority of the entire number of directors then in office. 
 
Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as
an officer for any period following his or her resignation or removal, or any right to damages on account of such removal, whether his or her compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in
a duly authorized written agreement with the Corporation. 
 
3.6    Vacancies.    The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer and Secretary. Each such successor shall hold office for the unexpired term of his predecessor and until his or her successor is elected and qualified, or until his or
her earlier death, resignation or removal. 
 
3.7    Chairman of the Board and Vice-Chairman of the Board.    The Chairman of the Board, if any, shall preside at all meetings of the Board of
Directors and stockholders at 

 

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which he or she is present and shall perform such duties and possess such powers as are designated by the Board of Directors. If the Board of
Directors appoints a Vice-Chairman of the Board, he or she shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties and possess such
other powers as may from time to time be designated by the Board of Directors. 
 
3.8    President.    The President shall, subject to the direction of the Board of Directors, have general charge and
supervision of the business of the Corporation. Unless otherwise provided by the Board of Directors, and provided that there is no Chairman of the Board or that the Chairman and Vice-Chairman, if any, are not available, the President shall preside
at all meetings of the stockholders, and, if a director, at all meetings of the Board of Directors. Unless the Board of Directors has designated another officer as the Chief Executive Officer, the President shall be the Chief Executive Officer of
the Corporation. The President shall perform such other duties and shall have such other powers as the Board of Directors may from time to time prescribe. The President shall have the power to enter into contracts and otherwise bind the Corporation
in matters arising in the ordinary course of the Corporation’s business. 
 
3.9    Vice Presidents.    Any Vice President shall perform such duties and possess such powers as the Board of Directors or
the President may from time to time prescribe. In the event of the absence, inability or refusal to act of the President, the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors)
shall perform the duties of the President and, when so performing, shall have all the powers of and be subject to all the restrictions upon the President. The Board of Directors may assign to any Vice President the title of Executive Vice President,
Senior Vice President or any other title selected by the Board of Directors. Unless otherwise determined by the Board of Directors, any Vice President shall have the power to enter into contracts and otherwise bind the Corporation in matters arising
in the ordinary course of the Corporation’s business. 
 
3.10    Secretary and Assistant Secretaries.    The Secretary shall perform such duties and shall have such powers as the Board of Directors or the President
may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of secretary, including without limitation the duty and power to give notices of all meetings of stockholders
and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to
be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. 
 
Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the President or the Secretary may
from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary. 
 

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In the absence
of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting. 
 
3.11    Treasurer and
Assistant Treasurers.    The Treasurer shall perform such duties and shall have such powers as the Board of Directors or the President may from time to time prescribe. In addition, the Treasurer shall perform such
duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the Corporation, to deposit funds of the Corporation in depositories
selected in accordance with these Restated By-Laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts for such funds, and to render as required by the Board of Directors statements of all such transactions and of
the financial condition of the Corporation. 
 
The
Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, the President or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Treasurer, the
Assistant Treasurer (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Treasurer. 
 
3.12    Salaries.    Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to
time by the Board of Directors. 
 
3.13    Action with Respect to Securities of Other Corporations.    Unless otherwise directed by the Board of Directors, the President or any officer of the
Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which
the Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation. 
 
ARTICLE 4—Indemnification

 
4.1    Actions, Suits and Proceedings Other than by or in the Right of the Corporation.    The Corporation shall indemnify each person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that
he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or
omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on 

 

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his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything to the contrary in this
Article, except as set forth in Section 4.6 below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by
the Board of Directors of the Corporation. 
 
4.2.    Actions or Suits by or in the Right of the Corporation.    The Corporation shall indemnify any Indemnitee who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was, or has agreed to become, a director or officer of
the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by him or
on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such
action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including
attorneys’ fees) which the Court of Chancery of Delaware or such other court shall deem proper. 
 
4.3    Indemnification for Expenses of Successful
Party.    Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections
4.1 and 4.2, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, he shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him or on his
behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee,
(ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the 

 

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Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purpose hereof to
have been wholly successful with respect thereto. 
 
4.4    Notification and Defense of Claim.    As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as
soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation
will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to
assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 4.4. The Indemnitee shall
have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless
(i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the
Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the
Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the
right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. 
 
4.5    Advance of Expenses.    Subject to the provisions of
Section 4.6 below, in the event that the Corporation does not assume the defense pursuant to Section 4.4 of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including
attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter, provided,
however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in
the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of such person to
make such repayment. 
 

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4.6    Procedure for Indemnification.    In order to obtain indemnification or advancement of expenses pursuant to Section 4.1, 4.2, 4.3 or 4.5, the
Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the
Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the
Indemnitee, unless with respect to requests under Section 4.1, 4.2 or 4.5 the Corporation determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in
Section 4.1 or 4.2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation who are not at that time parties to the action, suit or proceeding in question
(“Disinterested Directors”), even though less than a quorum, (b) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum, (c) if there are no such
Disinterested Directors, or if such Disinterested Directors so direct, by independent legal counsel (who may be regular legal counsel to the corporation) in a written opinion, (d) a majority vote of a quorum of the outstanding shares of stock of all
classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, or (e) a court of competent jurisdiction. 
 
4.7    Remedies.    The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnitee in any court of
competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section 4.6. Unless otherwise provided by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advancement of expenses under this Article shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that
indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 4.6 that the Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation. 
 
4.8    Subsequent Amendment.    No amendment, termination or
repeal of this Article or of the relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof
with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal. 
 

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4.9    Other Rights.    The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an
Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or Disinterested Directors or otherwise, both as to action in his official capacity and as to action
in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee.
Nothing contained in this Article shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in
this Article. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such
rights may be equivalent to, or greater or less than, those set forth in this Article. 
 
4.10    Partial Indemnification.    If an Indemnitee is entitled under any provision of this Article to indemnification by the
Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or
investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in
settlement to which the Indemnitee is entitled. 
 
4.11    Insurance.    The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. 
 
4.12    Merger or
Consolidation.    If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the
Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation. 
 
4.13    Savings
Clause.    If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, 

 

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proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the
fullest extent permitted by an applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law. 
 
4.14    Definitions.    Terms used herein and defined in
Section 145(h) and Section 145(i) of the General Corporation Law of the State of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i). 
 
4.15    Subsequent
Legislation.    If the General Corporation Law of the State of Delaware is amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify
such persons to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. 
 
ARTICLE 5—Capital Stock 
 
5.1    Issuance of Stock.    Unless otherwise voted by the
stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any issued, authorized capital stock of the
Corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine. 
 
5.2    Certificates of
Stock.    Every holder of stock of the Corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by
such stockholder in the Corporation. Each such certificate shall be signed by, or in the name of the Corporation by, the Chairman or Vice-Chairman, if any, of the Board of Directors, or the President or a Vice President, and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Any or all of the signatures on such certificate may be a facsimile. 
 
Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, the
Restated By-Laws, applicable securities laws or any agreement among any number of shareholders or among such holders and the Corporation shall have conspicuously noted on the face or back of such certificate either the full text of such restriction
or a statement of the existence of such restriction. 
 
5.3    Transfers.    Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate representing such shares, properly endorsed or accompanied by a written assignment or power of attorney properly
executed, and with such proof of authority or the authenticity of signature as the Corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these Restated
By-Laws, the 

 

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Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes,
including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the
requirements of these Restated By-Laws. 
 
5.4    Lost, Stolen or Destroyed Certificates.    The Corporation may issue a new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the President may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the President may
require for the protection of the Corporation or any transfer agent or registrar. 
 
5.5    Record Date.    The Board of Directors may fix in advance a date as a record date for the determination of the
stockholders entitled to notice of or to vote at any meeting of stockholders or, to the extent permitted by the Certificate of Incorporation and these Restated By-laws, to express consent (or dissent) to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more
than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action to which such record date relates. 
 
If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting (to the extent permitted by the Certificate of Incorporation and these Restated By-laws) when no prior action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose. 
 
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 
 
ARTICLE 6—General Provisions

 
6.1    Fiscal Year.    The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. 
 
6.2    Corporate
Seal.    The corporate seal shall be in such form as shall be approved by the Board of Directors. 
 

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6.3    Notices.    Except as otherwise specifically provided herein or required by law or the Certificate of Incorporation, all notices required to be given
to any person pursuant to these Restated By-Laws shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid
telegram or facsimile transmission. Any such notice shall be addressed to such person at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received shall be deemed to be the time of the
giving of the notice. 
 
6.4    Waiver of Notice.    Whenever any notice whatsoever is required to be given by law, by the Certificate of Incorporation or by these Restated By-Laws, a
waiver of such notice either in writing signed by the person entitled to such notice or such person’s duly authorized attorney, or by telegraph, facsimile transmission or any other available method, whether before, at or after the time stated
in such waiver, or the appearance of such person or persons at such meeting in person or by proxy, shall be deemed equivalent to such notice. 
 
6.5    Evidence of Authority.    A certificate by the
Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall, as to all persons who rely on the certificate in good
faith, be conclusive evidence of such action. 
 
6.6    Facsimile Signatures.    In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Restated
By-Laws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof. 
 
6.7    Reliance upon Books, Reports and
Records.    Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in
good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees or committees of the Board of Directors so
designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the
Corporation. 
 
6.8    Time Periods.    In applying any provision of these Restated By-Laws that requires that an act be done or not be done a specified number of days prior
to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. 
 
6.9    Certificate of
Incorporation.    All references in these Restated By-Laws to the Certificate of Incorporation shall be deemed to refer to the Restated Certificate of Incorporation of the Corporation, as amended and in effect from
time to time. 
 

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6.10    Transactions with Interested Parties.    No contract or transaction between the Corporation and one or more of the directors or officers, or between
the Corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason,
or solely because such director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors which authorizes the contract or transaction or solely because his, her or their votes are
counted for such purpose, if: 
 

	 	(1)	 	The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the
committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;


 

	 	(2)	 	The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or 

 

	 	(3)	 	The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board
of Directors, or the stockholders. 

 
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. 
 
6.11    Severability.    Any determination that any provision of these Restated By-Laws is for any reason inapplicable, illegal or ineffective shall not
affect or invalidate any other provision of these Restated By-Laws. 
 
6.12    Pronouns.    All pronouns used in these Restated By-Laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural,
as the identity of the persons or persons so designated may require. 
 
ARTICLE 7—Amendments 
 
7.1    By the Board of Directors.    Except as is otherwise set forth in these Restated By-Laws, these Restated By-Laws may be
altered, amended or repealed, or new by-laws may be adopted, by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present. 
 
7.2    By the
Stockholders.    Except as otherwise set forth in these Restated By-Laws, these Restated By-Laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of the holders of
seventy-five percent (75%) of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at any regular meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the notice of such special meeting. 
 

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