**Exhibit3.1**

 

**Amended as of**

**February 2004**

 

**AEROFLEX INCORPORATED**

 

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**AMENDED BY-LAWS**

 

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**ARTICLE I**

 

**OFFICES**

 

Section 1.                                            Theregistered office shall be in the City of Wilmington, County of New Castle,State of Delaware.

 

Section 2.                                            The corporationmay also have offices at such other places both within and without the State ofDelaware as the board of directors may from time to time determine or thebusiness of the corporation may require.

 

**ARTICLE II**

 

**MEETING OF STOCKHOLDERS**

 

Section 1.                                            Allmeetings of the stockholders for the election of directors shall be held in theCity of Wilmington, State of Delaware, at such place as may be fixed from timeto time by the board of directors, or at such other place either within orwithout the State of Delaware as shall be designated from time to time by theboard of directors and stated in the notice of the meeting.  Meetings of 

 

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stockholders for any other purpose may be held at such time and place,within or without the State of Delaware, as shall be stated in the notice ofthe meeting or in a duly executed waiver of notice thereof.

 

Section 2.                                            Annualmeetings of stockholders shall be held on the second Wednesday ofDecember if not a legal holiday, and if a legal holiday, then on the nextsecular day following, at 10:00 a.m., or at such other date and time as shallbe designated from time to time by the board of directors and stated in thenotice of the meeting, at which they shall elect by a plurality vote thosedirectors whose terms have expired pursuant to the provisions of thecertificate of incorporation, and transact such other business as may properlybe brought before the meeting.

 

Section 3.                                            Writtennotice of the annual meeting stating the place, date and hour of the meetingshall be given to each stockholder entitled to vote at such meeting not lessthan ten nor more than sixty days before the date of the meeting.

 

Section 4.                                            The officerwho has charge of the stock ledger of the corporation shall prepare and make,at least ten days before every meeting of stockholders, a complete list of thestockholders entitled to vote at the meeting, arranged in alphabetical order,and showing the address of each stockholder and the number of shares registeredin the name of each stockholder.  Suchlist shall be open to the examination of any stockholder, for any purposegermane to the meeting, during ordinary business hours for a period of at leastten days prior to the meeting, either at a place within the city where themeeting is to be held, which place shall be specified in the notice of themeeting, or, if not specified, at the place where the meeting is to beheld.  The list shall also be producedand kept at the time and place of the meeting during the whole time thereof,and may be inspected by any stockholder who is present.

 

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Section 5.                                            Specialmeetings of the stockholders, for any purpose or purposes, unless otherwiseprescribed by statute or the certificate of incorporation, may be called by thechairman of the board or secretary and shall be called by the chairman of theboard or secretary at the written request of stockholders owning at leastsixty-six and two-thirds (66-2/3%) percent of the entire capital stock of thecorporation issued and entitled to vote. Such request shall state the purposeor purposes of the proposed meeting.

 

Section 6.                                            Writtennotice of a special meeting stating the place, date and hour of the meeting andthe purpose for which the meeting is called, shall be given not less than tennor more than fifty days before the date of the meeting, to each stockholderentitled to vote at such meeting.

 

Section 7.                                            No businessmay be transacted at an annual meeting of stockholders, other than businessthat is either (a) specified in the notice of meeting (or any supplementthereto) given by or at the direction of the board of directors (or any dulyauthorized committee thereof), (b) otherwise properly brought before the annualmeeting by or at the direction of the board of directors (or any dulyauthorized committee thereof) or (c) otherwise properly brought before theannual meeting by any stockholder of the corporation (i) who is a stockholderof record on the date of the giving of the notice provided for in this By-lawand on the record date for the determination of stockholders entitled to voteat such annual meeting and (ii) who complies with the notice procedures setforth in this By-law.

 

In addition to any other applicable requirements, for business to beproperly brought before an annual meeting by a stockholder, such stockholdermust have given timely notice thereof in proper written form to the Secretaryof the corporation.

 

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To be timely, a stockholder’s notice to the Secretary must be deliveredto or mailed and received at the principal executive offices of the corporationnot less than ninety (90) days nor more than one hundred-twenty (120) daysprior to the anniversary date of the immediately preceding annual meeting ofstockholders; provided, however, that in the event that theannual meeting is called for a date that is not within twenty-five (25) daysbefore or after such anniversary date, notice by the stockholder in order to betimely must be so received not later than the close of business on the tenth(10th) day following the day on which such notice of the date of the annualmeeting was mailed or such public disclosure of the date of the annual meetingwas made, whichever first occurs.

 

To be in proper written form, a stockholder’s notice to the Secretarymust set forth as to each matter such stockholder proposes to bring before theannual meeting (i) a brief description of the business desired to be broughtbefore the annual meeting and the reasons for conducting such business at theannual meeting, (ii) the name and record address of such stockholder, (iii) theclass and series and number of shares of each class and series of capital stockof the corporation which are owned beneficially or of record by suchstockholder, (iv) a description of all arrangements or understandings betweensuch stockholder and any other person or persons (including their names) inconnection with the proposal of such business by such stockholder and anymaterial interest of such stockholder in such business and (v) a representationthat such stockholder is a holder of record of stock of the corporationentitled to vote at such meeting and that such stockholder intends to appear inperson or by proxy at the annual meeting to bring such business before themeeting.

 

In addition, notwithstanding anything in this By-law to the contrary, astockholder intending to nominate one or more persons for election as adirector at an annual or special meeting of

 

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stockholders must comply with Article II, Section 8 of theseBy-laws for such nominations to be properly brought before such meeting.

 

No business shall be conducted at the annual meeting of stockholdersexcept business brought before the annual meeting in accordance with theprocedures set forth in this By-law; provided, however, that,once business has been properly brought before the annual meeting in accordancewith such procedures, nothing in this By-law shall be deemed to precludediscussion by any stockholder of any such business.  If the Chairman of an annual meeting determines that business wasnot properly brought before the annual meeting in accordance with the foregoingprocedures, the Chairman shall declare to the meeting that the business was notproperly brought before the meeting and such business shall not be transacted.

 

No business shall be conducted at a special meeting of stockholdersexcept for such business as shall have been brought before the meeting pursuantto the corporation’s notice of meeting.

 

Section 8.  Only personswho are nominated in accordance with the following procedures shall be eligiblefor election as directors of the corporation, subject to the rights of holdersof any class or series of stock having a preference over the Common Stock as todividends or upon liquidation to elect directors under specifiedcircumstances.  Nominations of personsfor election to the board of directors may be made at any annual meeting ofstockholders, or at any special meeting of stockholders called for the purposeof electing directors, (a) by or at the direction of the board of directors (orany duly authorized committee thereof) or (b) by any stockholder of thecorporation (i) who is a stockholder of record on the date of the giving of thenotice provided for in this By-law and on the record date for the

 

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determination of stockholders entitled to vote at such meeting and (ii)who complies with the notice procedures set forth in this By-law.

 

In addition to any other applicable requirements, for a nomination tobe made by a stockholder, such stockholder must have given timely noticethereof in proper written form to the Secretary of the corporation.

 

To be timely, a stockholder’s notice to the Secretary must be deliveredto or mailed and received at the principal executive offices of the corporation(a) in the case of an annual meeting, not less than ninety (90) days nor morethan one hundred-twenty (120) days prior to the anniversary date of theimmediately preceding annual meeting of stockholders; provided, however,that in the event that the annual meeting is called for a date that is notwithin twenty-five (25) days before or after such anniversary date, notice bythe stockholder in order to be timely must be so received not later than theclose of business on the tenth (10th) day following the day on which suchnotice of the date of the annual meeting was mailed or such public disclosureof the date of the annual meeting was made, whichever first occurs; and (b) inthe case of a special meeting of stockholders called for the purpose ofelecting directors, not later than the close of business on the tenth (10th)day following the day on which notice of the date of the special meeting wasmailed or public disclosure of the date of the special meeting was made,whichever first occurs.

 

To be in proper written form, a stockholder’s notice to the Secretarymust set forth (a) as to each person whom the stockholder proposes to nominatefor election as a director (i) the name, age, business address and residenceaddress of the person, (ii) the principal occupation and employment of theperson, (iii) the class and series and number of shares of each class andseries of

 

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capital stock of the corporation which are owned beneficially or ofrecord by the person and (iv) any other information relating to the person thatwould be required to be disclosed in a proxy statement or other filingsrequired to be made in connection with solicitations of proxies for election ofdirectors pursuant to Section 14 of the Securities Exchange Act of 1934,as amended (the “Exchange Act”) (or in any law or statute replacing suchsection), and the rules and regulations promulgated thereunder; and (b) as tothe stockholder giving the notice (i) the name and record address of suchstockholder, (ii) the class and series and number of shares of each class andseries of capital stock of the corporation which are owned beneficially or ofrecord by such stockholder, (iii) a description of all arrangements orunderstandings between such stockholder and each proposed nominee and any otherperson or persons (including their names) pursuant to which the nomination(s)are to be made by such stockholder, (iv) a representation that such stockholderis a holder of record of stock of the corporation entitled to vote at suchmeeting and that such stockholder intends to appear in person or by proxy atthe meeting to nominate the person or persons named in its notice and (v) anyother information relating to such stockholder that would be required to bedisclosed in a proxy statement or other filings required to be made inconnection with solicitations of proxies for election of directors pursuant toSection 14 of the Exchange Act (or in any law or statute replacing suchsection) and the rules and regulations promulgated thereunder.  Such notice must be accompanied by a writtenconsent of each proposed nominee to being named as a nominee and to serve as adirector if elected.

 

No person shall be eligible for election as a director of thecorporation unless nominated in accordance with the procedures set forth inthis By-law.  If the Chairman of themeeting determines that a nomination was not made in accordance with theforegoing procedures, the Chairman

 

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shall declare to the meeting that the nomination was defective and suchdefective nomination shall be disregarded.

 

Section 9.                                            Except asotherwise provided by law or by the certificate of incorporation, the holdersof a majority of the outstanding shares of the corporation entitled to votegenerally in the election of directors (the “Voting Stock”), represented inperson or by proxy, shall constitute a quorum at a meeting of stockholders,except that when specified business is to be voted on by a class or series ofstock voting as a class, the holders of a majority of the shares of such classor series shall constitute a quorum of such class or series for the transactionof such business.  The Chairman of themeeting or a majority of the shares so represented may adjourn the meeting fromtime to time, whether or not there is such a quorum.  No notice of the time and place of adjourned meetings need bygiven except as required by law.  Thestockholders present at a duly called meeting at which a quorum is present maycontinue to transact business until adjournment, notwithstanding the withdrawalof enough stockholders to leave less than a quorum.  The Chairman of the meeting shall fix and announce at the meetingthe date and time of the opening and the closing of the polls for each matterupon which the stockholders will vote at a meeting.

 

Section 10.                                      When a quorum ispresent at any meeting, the vote of the holders of a majority of the stockhaving voting power present in person or represented by proxy shall decide anyquestion brought before such meeting, unless the question is one upon which byexpress provision of the statutes or of the certificate of incorporation, adifferent vote is required in which case such express provision shall governand control the decision of such question.

 

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Section 11.                                      Unless otherwiseprovided in the certificate of incorporation or certificates of designations,and preferences, each stockholder shall at every meeting of the stockholders beentitled to one vote in person or by proxy for each share of the capital stockhaving voting power held by such stockholder, but no proxy shall be voted onafter three years from its date, unless the proxy provides for a longer period.

 

**ARTICLE III**

 

**DIRECTORS**

 

Section 1.                                            The numberof directors which shall constitute the whole board shall be not less thanthree nor more than twelve. No director need be a stockholder of thecorporation.  Any director may beremoved from office with cause at any time by the affirmative vote ofstockholders of record holding a majority of the outstanding shares of stock ofthe corporation entitled to vote, given at a meeting of the stockholders calledfor that purpose.

 

Section 2.                                            The boardof directors shall be divided into three classes as nearly equal in number aspossible.  The terms of office of thedirectors initially classified shall be as follows: that of Class I shallexpire at the next annual meeting of stockholders in 1981, Class II at thesecond succeeding annual meeting of stockholders in 1982 and Class III at thethird succeeding annual meeting of stockholders in 1983.  At each annual meeting of stockholders aftersuch initial classification, directors chosen to succeed those whose terms thanexpire at such annual meeting shall be elected for a term of office expiring atthe third succeeding annual meeting of shareholders after their election.  When the number of directors is increased bythe board of directors and any newly created directorships are filled by theboard of directors, there shall be no classification of the additional directorsuntil the next

 

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annual meeting of stockholders. Directors elected, whether by the board of directors or by thestockholders, to fill a vacancy, subject to the foregoing, shall hold officefor a term expiring at the annual meeting at which the term of the Class towhich they have been elected expires. The foregoing notwithstanding, each director shall serve until hissuccessor shall have been duly elected and qualified, unless he shall resign,become disqualified, disabled or shall otherwise be removed.  Whenever a vacancy occurs on the board ofdirectors, a majority of the remaining directors have the power to fill thevacancy by electing a successor director to fill that portion of the unexpired termresulting from the vacancy.

 

Section 3.                                            Thebusiness of the corporation shall be managed by its board of directors whichmay exercise all such powers of the corporation and do all such lawful acts andthings as are not by statute or by the certificate of incorporation or by theseby-laws directed or required to be exercised or done by the stockholders.

 

Section 4.                                            The boardof directors shall choose a chairman of the board of directors who shallpreside at all meetings of stockholders and directors.

 

**MEETINGS OF THE BOARD OF DIRECTORS**

 

Section 5.                                            The boardof directors of the corporation may hold meetings, both regular and special,either within or without the State of Delaware.

 

Section 6.                                            The firstmeeting of each newly elected board of directors shall be held at such time andplace as shall be fixed by the vote of stockholders at the annual meeting andno notice of such meeting shall be necessary to the newly elected directors inorder legally to constitute the meeting, provided that a quorum shall bepresent.  In the event of the failure ofthe stockholders to fix the time or

 

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place of the first meeting of the newly elected board of directors, orin the event such meeting is not held at the time and place so fixed by thestockholders, the meeting may be held at such time and place as shall bespecified in a notice given as hereinafter provided for special meetings of theboard of directors, or as shall be specified in a written waiver signed by allthe directors.

 

Section 7.                                            Regularmeetings of the board of directors may be held without notice at such time andat such place as shall from time to time be determined by the board.

 

Section 8.                                            Specialmeetings of the board may be called by the chairman of the board orvice-chairman on three days’ notice to each director, either personally or bymail or by telegram; special meetings shall be called by the chairman of theboard or the vice-chairman or secretary in like manner and on like notice onthe written request of two directors.

 

Section 9.                                            At allmeetings of the board a majority of the board of directors shall constitute aquorum for the transaction of business and the act of a majority of thedirectors present at any meeting at which there is a quorum shall be the act ofthe board of directors, except as may be otherwise specifically provided bystatute or by the certificate of incorporation.  If a quorum shall not be present at any meeting of the board ofdirectors, the directors present thereat may adjourn the meeting from time totime, without notice other than announcement at the meeting, until a quorumshall be present.

 

Section 10.                                      Unless otherwiserestricted by the certificate of incorporation or these by-laws, any actionrequired or permitted to be taken at any meeting of the board of directors orof any committee thereof may be taken without a meeting, if all members of theboard or committee, as the

 

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case may be, consent thereto in writing, and the writing or writingsare filed with the minutes of proceedings of the board or committee.

 

**COMMITTEES OF DIRECTORS**

 

Section 11.                                      The board ofdirectors, may, by resolution passed by a majority of the whole board,designate one or more committees, each committee to consist of one or more ofthe directors of the corporation.  Theboard may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member of any meeting ofthe committee.  In the absence ordisqualification of a member of a committee, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not he orthey constitute a quorum, may unanimously appoint another member of the boardof directors to act at the meeting in the place of any such absent ordisqualified member.  Any suchcommittee, to the extent provided in the resolution of the board of directors,shall have and may exercise all the powers and authority of the board ofdirectors in the management of the business and affairs of the corporation, andmay authorize the seal of the corporation to be affixed to all papers which mayrequire it; but no such committee shall have the power or authority inreference to amending the certificate of incorporation, adopting an agreementof merger or consolidation, recommending to the stockholders the sale, lease orexchange of all or substantially all of the corporation’s property and assets,recommending to the stockholders a dissolution of the corporation or arevocation of a dissolution, or amending the by-laws of the corporation; and,unless the resolution or the certificate of incorporation expressly so provide,no such committee shall have the power or authority to declare a dividend or toauthorize the issuance of stock.

 

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Such committee or committees shall have such name or names as may bedetermined from time to time by resolution adopted by the board of directors.

 

Section 12.                                      Each committeeshall keep regular minutes of its meetings and report the same to the board ofdirectors when required.

 

**COMPENSATION OF DIRECTORS**

 

Section 13.                                      Unless otherwiserestricted by the certificate of incorporation, the board of directors shallhave the authority to fix the compensation of directors.  The directors may be paid their expenses, ifany, of attendance at each meeting of the board of directors and may be paid afixed sum for attendance at each meeting of the board of directors or a statedsalary as director.  No such paymentshall preclude any director from serving the corporation in any other capacityand receiving compensation therefor. Members of special or standing committees may be allowed likecompensation for attending committee meetings.

 

**ARTICLE IV**

 

**NOTICES**

 

Section 1.                                            Whenever,under the provisions of the statutes or of the certificate of incorporation orof these by-laws, notice is required to be given to any director orstockholder, it shall not be construed to mean personal notice, but such noticemay be given in writing, by mail addressed to such director or stockholder, athis address as it appears on the records of the corporation, with postagethereon prepaid, and such notice shall be deemed to be given at the time whenthe same shall be deposited in the United States mail.  Notice to directors may also be given bytelegram.

 

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Section 2.                                            Wheneverany notice is required to be given under the provisions of the statutes or ofthe certificate of incorporation or of these by-laws, a waiver thereof inwriting, signed by the person or persons entitled to said notice, whetherbefore or after the time stated therein, shall be deemed equivalent thereto.

 

**ARTICLE V**

 

**OFFICERS**

 

Section 1.                                            Theofficers of the corporation shall be chosen by the board of directors and shallbe a chairman of the board of directors, two vice-chairmen, one or morevice-presidents, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and oneor more assistant secretaries and assistant treasurers.  Any number of offices may be held by thesame person, unless the certificate of incorporation or these by-laws otherwiseprovide.

 

Section 2.                                            The boardof directors at its first meeting after each annual meeting of stockholdersshall choose a chairman of the board of directors, two vice-chairmen, one ormore vice-presidents, a secretary and a treasurer.

 

Section 3.                                            The boardof directors may appoint such other officers and agents as it shall deem necessarywho shall hold their offices for such terms and shall exercise such powers andperform such duties as shall be determined from time to time by the board.

 

Section 4.                                            Thesalaries of all officers and agents of the corporation shall be fixed by the boardof directors.

 

Section 5.                                            Theofficers of the corporation shall hold office until their successors are chosenand qualify.  Any officer elected orappointed by the board of directors may be removed at any time by

 

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the affirmative vote of a majority of the board of directors.  Any vacancy occurring in any office of thecorporation shall be filled by the board of directors.

 

**THE CHAIRMAN OF THE BOARD**

 

Section 6.                                            Thechairman of the board of directors shall be the chief executive officer of thecorporation.  He shall preside at allmeetings of stockholders and directors. Except where by law the signature of another officer is required, thechairman of the board of directors shall possess the power to sign allcertificates, contracts, and other instruments of the corporation which may beauthorized by the board of directors. During the absence or disability of one or more of the vice-chairmen, heshall exercise all powers and discharge all the duties of such vice-chairman orvice-chairmen.

 

**THE VICE CHAIRMEN OF THE BOARD**

 

Section 7.                                            There shallbe two vice-chairmen of the board.  Oneof the vice chairman shall be the chief financial officer of the corporationand one of the vice chairman shall be the chief operating officer of thecorporation.  In the event of theabsence of the chairman of the board of directors, the vice-chairmen (in theorder designated by the board of directors) shall preside at all meetings ofthe stockholders and the board of directors, shall have general and activemanagement of the business of the corporation and shall see that all orders andresolutions of the board of directors are carried into effect.  In the event of the absence or disability ofany one of the vice-chairmen, in the event of the authorization of the board ofdirectors, the other vice-chairman shall perform the duties of bothvice-chairmen.

 

The vice-chairmen shall execute bonds, mortgages and other contractsrequiring a seal, under the seal of the corporation, except where required orpermitted by law to be otherwise signed and

 

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executed and except where the signing and execution thereof shall beexpressly delegated by the board of directors to some other officer or agent ofthe corporation.

 

**THE VICE PRESIDENTS**

 

Section 8.                                            In theabsence of the chairman of the board of directors or the vice-chairmen or inthe event of their inability or refusal to act, the vice president (or in theevent there be more than one vice president, the vice presidents in the orderdesignated, or in the absence of any designation, then in the order of theirelection) shall perform the duties of the chairman of the board of directors orone or more of the vice-chairmen, and when so acting, shall have all the powersof and be subject to all the restrictions upon the chairman of the board ofdirectors or the vice-chairmen.  Thevice presidents shall perform such other duties and shall have other powers asthe board of directors may from time to time prescribe.

 

**THE SECRETARY AND ASSISTANT SECRETARIES**

 

Section 9.  The secretaryshall attend all meetings of the board of directors and all meetings of thestockholders and record all proceedings of the meetings of the corporation andof the board of directors in a book to be kept for that purpose and shallperform like duties for the standing committees when required.  He shall give, or cause to be given, noticeof all meetings of the stockholders and special meetings of the board ofdirectors, and shall perform such other duties as may be prescribed by theboard of directors, the chairman of the board of directors or thevice-chairmen, under whose supervision he shall be.  He shall have custody of the corporate seal of the corporationand he, or an assistant secretary, shall have authority to affix the same toany instrument requiring it and when so affixed, it may be attested by hissignature or by the signature of such assistant secretary.  The board of

 

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directors may give general authority to any other officer to affix theseal of the corporation and to attest the affixing by his signature.

 

Section 10.                                      The assistantsecretary, or if there be more than one, the assistant secretaries, in the orderdetermined by the board of directors (or if there be no such determination,then in the order of their election), shall, in the absence of the secretary orin the event of his inability or refusal to act, perform the duties andexercise the powers of the secretary and shall perform such other duties andhave such other powers as the board of directors may from time to timeprescribe.

 

**THE TREASURER AND ASSISTANT TREASURERS**

 

Section 11.                                      The treasurershall have the custody of the corporate funds and securities and shall keepfull and accurate accounts of receipts and disbursements in books belonging tothe corporation and shall deposit all monies and other valuable effects in thename and to the credit of the corporation in such depositories as may be designatedby the board of directors.

 

Section 12.                                      He shall disbursethe funds of the corporation as may be ordered by the board of directors,taking proper vouchers for such disbursements, and shall render to the chairmanof the board of directors, to the vice-chairman who has been designated toserve as chief financial officer and to the board of directors, at its regularmeetings, or when the board of directors so requires, an account of all histransactions as treasurer and of the financial condition of the corporation.

 

Section 13.                                      If required bythe board of directors, he shall give the corporation a bond (which shall berenewed every six years) in such sum and with such surety or sureties as shallbe satisfactory to the board of directors for the faithful performance of theduties of his office and for the restoration to the corporation, in case of hisdeath, resignation, retirement or removal from office, of all

 

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books, papers, vouchers, money and other property of whatever kind inhis possession or under his control belonging to the corporation.

 

Section 14.                                      The assistanttreasurer, or if there shall be more than one, the assistant treasurers in theorder determined by the board of directors (or if there be no suchdetermination, then in the order of their election), shall, in the absence ofthe treasurer or in the event of his inability or refusal to act, perform theduties and exercise the powers of the treasurer and shall perform such otherduties and have such other powers as the board of directors may from time totime prescribe.

 

**INDEMNIFICATION PROVISION**

 

Section 15.                                      The corporationshall indemnify any person who was or is a party or is threatened to be made aparty to any threatened pending or completed action, suit or proceeding byreason of the fact that he is or was a director, officer, employee or an agentof the corporation or is or was serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against all expenses (including attorney’sfees), judgments, fines and amounts paid in settlement actually and reasonablyincurred by him in connection with the defense or settlement of such action, suitor proceeding, to the fullest extent and in the manner set forth in andpermitted by the General Corporation Law of the State of Delaware, as from timeto time in effect, and any other applicable law, as from time to time ineffect.  Such right of indemnificationshall not be deemed exclusive of any other rights to which such director,officer, employee or agent and shall inure to the benefit of the heirs,executors and administrators of each such person.

 

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The foregoing provisions of this Article shall be deemed to be acontract between the corporation and each director, officer, employee or agentwho serves in such capacity at any time while this Article, and the relevantprovisions of the General Corporation Law of the State of Delaware and otherapplicable law, if any, are in effect, and any repeal or modification thereofshall not affect any rights or obligations then existing with respect to anystate of facts then or theretofore existing or any action, suit or proceedingtheretofore or thereafter brought or threatened based in whole or in part uponany such state of facts.

 

**ARTICLE VI**

 

**CERTIFICATES OF STOCK**

 

Section 1.                                            Everyholder of stock in the corporation shall be entitled to have a certificate,signed by, or in the name of the corporation by the chairman of the board ofdirectors, one of the vice-chairmen or a vice president and the treasurer or anassistant treasurer, or the secretary or an assistant secretary of thecorporation, certifying the number of shares owned by him in the corporation.

 

Certificates may be issued for partly paid shares and in such case uponthe face or back of the certificates issued to represent any such partly paidshares, the total amount of the consideration to be paid therefor, and theamount paid thereon shall be specified.

 

If the corporation shall be authorized to issue more than one class ofstock or more than one series of any class, the powers, designations,preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights shall be set forth in full orsummarized on the face or back of the certificate which the corporation shall issueto represent such class or series of stock, provided that,

 

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except as otherwise provided in Section 202 of the GeneralCorporation Law of Delaware, in lieu of the foregoing requirements, there may beset forth on the face or back of the certificate which the corporation shallissue to represent such class or series or stock, provided that, except asotherwise provided in Section 202 of the General Corporation Law ofDelaware, in lieu of the foregoing requirements, there may be set forth on theface or back of the certificate which the corporation shall issue to representsuch class or series of stock, a statement that the corporation will furnishwithout charge to each stockholder who so requests the powers, designations,preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights.

 

Section 2.                                            Where acertificate is countersigned (1) by a transfer agent other than the corporationor its employee, or (2) by a registrar other than the corporation or itsemployee, any other signature on the certificate may be a facsimile.  In case any officer, transfer agent or registrarwho has signed or whose facsimile signature has been placed upon a certificateshall have ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the corporation with the same effectas if he were such officer, transfer agent or registrar at the date of issue.

 

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**LOST CERTIFICATES**

 

Section 3.                                            The boardof directors may direct a new certificate or certificates to be issued in placeof any certificate or certificates theretofore issued by the corporationalleged to have been lost, stolen or destroyed, upon the making of an affidavitof that fact by the person claiming the certificate of stock to be lost, stolenor destroyed.  When authorizing suchissue of a new certificate or certificates, the board of directors may, in itsdiscretion and as a condition precedent to the issuance thereof, require theowner of such lost, stolen or destroyed certificate or certificates, or hislegal representative, to advertise the same in such manner as it shall requireand/or to give the corporation a bond in such sum as it may direct as indemnityagainst any claim that may be made against the corporation with respect to thecertificate alleged to have been lost, stolen or destroyed.

 

**TRANSFERS OF STOCK**

 

Section 4.                                            Uponsurrender to the corporation or the transfer agent of the corporation of acertificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, it shall be the duty of thecorporation to issue a new certificate to the person entitled thereto, cancelthe old certificate and record the transaction upon its books.

 

**FIXING RECORD DATE**

 

Section 5.                                            In orderthat the corporation may determine the stockholders entitled to notice of or tovote at any meeting of stockholders or any adjournment thereof, or to expressconsent to corporate action in writing without a meeting, or entitled toreceive payment of any dividend or other distribution or allotment of any rights,or entitled to exercise any rights in respect of any change,

 

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conversion or exchange of stock or for the purpose of any other lawfulaction, the board of directors may fix, in advance, a record date, which shallnot be more than sixty nor less than ten days before the date of such meeting,nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice ofor to vote at a meeting of stockholders shall apply to any adjournment of themeeting, provided, however, that the board of directors may fix a new recorddate for the adjourned meeting.

 

**REGISTERED STOCKHOLDERS**

 

Section 6.                                            Thecorporation shall be entitled to recognize the exclusive right of a person registeredon its books as the owner of shares to receive dividends, and to vote as suchowner, and to hold liable for calls and assessments a person registered on itsbooks as the owner of shares, and shall not be bound to recognize any equitableor other claim to or interest in such share or shares on the part of any otherperson, whether or not it shall have express or other notice thereof, except asotherwise provided by the laws of Delaware.

 

**ARTICLE VII**

 

**GENERAL PROVISIONS**

 

**DIVIDENDS**

 

Section 1.                                            Dividendsupon the capital stock of the corporation, subject to the provisions of thecertificate of incorporation, if any, may be declared by the board of directorsat any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of thecapital stock, subject to the provisions of the certificate of incorporation.

 

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Section 2.                                            Beforepayment of any dividend, there may be set aside out of any funds of thecorporation available for dividends such sum or sums as the directors from timeto time, in their absolute discretion, think proper as a reserve or reserves tomeet contingencies, or for equalizing dividends, or for repairing ormaintaining property of the corporation, or for such other purpose as thedirectors shall think conducive to the interest of the corporation, and thedirectors may modify or abolish any such reserve in the manner in which it wascreated.

 

**ANNUAL STATEMENT**

 

Section 3.                                            The boardof directors shall present at each annual meeting, and at any special meetingof the stockholders when called for by vote of the stockholders, a full andclear statement of the business and condition of the corporation.

 

**CHECKS**

 

Section 4.                                            All checksor demands for money and notes of the corporation shall be signed by suchofficer or officers or such other person or persons as the board of directorsmay from time to time designate.

 

**FISCAL YEAR**

 

Section 5.                                            The fiscalyear of the corporation shall be fixed by resolution of the board of directors.

 

**SEAL**

 

Section 6.                                            Thecorporate seal shall have inscribed thereon the name of the corporation, theyear of its organization and the words, “Corporate Seal, Delaware”.  The seal may be used by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise.

 

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**ARTICLE VIII**

 

**AMENDMENTS**

 

Section 1.                                            Theseby-laws may be altered, amended, repealed, or new by-laws may be adopted by thestockholders or by the board of directors, when such power is conferred uponthe board of directors by the certificate of incorporation, at any regularmeeting of the stockholders or of the board of directors or at any specialmeeting of the stockholders or of the board of directors if notice of suchalteration, amendment, repeal or adoption of new by-laws be contained in thenotice of such special meeting; provided, however, that the provision set forthin Article III hereof may not be altered, amended or repealed in anyrespect unless such alteration, amendment or repeal is approved by theaffirmative vote of the holders of not less than sixty-six and two-thirds (662/3%) percent of the total voting power of all outstanding shares of capitalstock of the company.

 

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