**Exhibit 3(ii)**

 

AMENDED ANDRESTATED

 

BY-LAWS

 

-of-

 

AMERICAN MEDICALALERT CORP.

 

(a New Yorkcorporation)

 

# ARTICLE I

#  

# OFFICES

#  

## SECTION 1.  Principal Office.  The principal office of the Corporation shallbe in the City of Oceanside in the State of New York.

 

## SECTION 2.  Other Offices.  The Corporation may also have offices at suchother places within and without the State of New York as the Board of Directorsmay from time to time determine or the business of the Corporation may require.

 

# ARTICLE II

#  

# SHAREHOLDER MEETINGS

#  

## SECTION 1.  Annual Meeting.  The annual meeting of shareholders of theCorporation shall be held at such time and date as may be determined by theBoard of Directors and as shall be designated in the notice of said meeting forthe purpose of electing a Board of Directors and for the transaction of suchother business as may properly be brought before the meeting.

 

## SECTION 2.  Special Meetings.  A special meeting of shareholders, for anypurpose or purposes, unless otherwise prescribed by statute or by theCertificate of Incorporation, may be called the Chief Executive Officer, theBoard of Directors or any officer of the Corporation instructed by the Board ofDirectors to call such a meeting, and shall be called by any officer in theOffice of the President at the request in writing of a majority of thedirectors.  Such request shall state thepurpose or purposes of the proposed meeting.

##  

## SECTION 3.  Place. Annual meetings and special meetings shall be held at such place, withinor without the State of New York, as the Board of Directors may, from time totime, fix.  Whenever the directors shallfail to fix such place, the meeting shall be held at such place within the Cityof Oceanside as may be designated in the notice of such meeting.

 

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## SECTION 4.  Notice.(1)  Notice of allmeetings shall be in writing and shall state the place, date and hour of themeeting and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called and to which its business will be limited.  The notice for a special meeting shall alsoindicate that it is being issued by or at the direction of the person orpersons calling the meeting.  A copy ofthe notice of any meeting shall be given to each shareholder entitled thereto,personally, by mail, or (if consented to by the shareholder) electronically, notfewer than ten days nor more than sixty days before the date of the meeting,provided, however, that a copy of such notice may be given by third class mailnot fewer than twenty-four nor more than sixty days before the date of themeeting.  If mailed, such notice shall bedeemed given when deposited in a United States post office or letter box withpostage thereon prepaid, directed to the shareholder at his or her recordaddress or at such other address for the mailing of notices as he or she mayhave furnished in writing to the Secretary. Notice of a meeting need not be given to any shareholder who attendssuch meeting, in person or by proxy, without protesting prior to the conclusionof the meeting the lack of notice of such meeting, or who submits a signedwaiver of notice, in person or by proxy, before or after the meeting.

##  

## SECTION 5.  Fixing Record Date.(2)  For the purposeof determining the shareholders entitled to notice of or to vote at any meetingof shareholders or any adjournment thereof, or to express consent to or dissentfrom any proposal without a meeting, or for the purpose of determining theshareholders entitled to receive payment of any dividend or the allotment ofany rights, or for the purpose of any other action, the Board of Directors mayfix, in advance, a date as the record date for any such determination ofshareholders.  Such date shall not bemore than sixty nor less than ten days before the date of such meeting, normore than sixty days prior to any other action. If no record date is fixed, the record date for the determination ofshareholders entitled to notice of or to vote at a meeting of shareholdersshall be at the close of the business on the day next preceding the day onwhich notice is given, or, if no notice is given, the day on which the meetingis held, and the record date for determining shareholders for any other purposeshall be at the close of business on the day on which the resolution of thedirectors relating thereto is adopted. When a determination of shareholders of record entitled to notice of orto vote at any meeting of shareholders has been made as provided in this Section 5,such determination shall apply to any adjournment thereof, unless directors fixa new record date under this Section 5 for the adjourned meeting.

##  

## SECTION 6.  Adjourned Meeting.  No notice need be given of any adjournedmeeting if the time and place thereof are announced at the meeting at which theadjournment is taken.  At any adjournedmeeting the Corporation may transact any business which might have beentransacted on the original date of the meeting. If a new record date is fixed for the adjourned meeting, notice of theadjourned meeting shall be given to each shareholder of record on the newrecord date entitled to notice of the meeting.

##  

## SECTION 7.  Conduct of Meetings.  Meetings of the shareholders shall bepresided over by the Chairman of the Board, or if none is in office or in theabsence of the Chairman of the Board, the President or, in his or her absence,by a Vice President or, if none of

 

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## the foregoing is inoffice and present, a chairman to be chosen by the shareholders.  The Secretary of the Corporation or, in hisabsence, an Assistant Secretary, shall act as secretary of every meeting, butif neither the Secretary nor an Assistant Secretary is present, the chairman ofthe meeting shall appoint a secretary of the meeting.  The order of business at all meetings of theshareholders shall be determined by the chairman of the meeting.

##  

## SECTION 8.  Appointment of Inspectors.  The Board of Directors, in advance of anymeeting, may appoint one or more inspectors, who need not be shareholders, toact at the meeting or any adjournment thereof. If inspectors are not so appointed, the chairman of the meeting may, butneed not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appearor act, the vacancy may be filled by appointment made at the meeting by thechairman thereof.  Each inspector, ifany, before entering upon the discharge of his duties, shall take and sign anoath faithfully to execute the duties of inspector at such meeting with strictimpartiality and according to the best of his ability.  The inspectors, if any, shall determine thenumber of shares outstanding and the voting power of each, the sharesrepresented at the meeting, the existence of a quorum and the validity andeffect of proxies, and shall receive votes, ballots or consents, hear anddetermine all challenges and questions arising in connection with the right tovote, count and tabulate all votes, ballots or consents, determine the resultand do such acts as are proper to conduct the election or vote with fairness toall shareholders.  On request of thechairman of the meeting or any shareholder entitled to vote thereat, theinspectors, if any, shall make a report in writing of any challenge, questionor matter determined by them and execute a certificate of any fact found bythem.

##  

## SECTION 9.  List of Shareholders.  A list of the shareholders entitled to voteat any meeting of shareholders as of the record date for the determinationthereof, certified by the Secretary or by the transfer agent or agents for theCorporation, shall be produced at such meeting upon the request of anyshareholder made at or prior to such meeting.

##  

## SECTION 10.  Quorum. Except as otherwise provided by statute or by the Certificate ofIncorporation, the presence, in person or by proxy, of the holders of amajority of the issued and outstanding shares of the Corporation entitled tovote thereat shall constitute a quorum at a meeting of shareholders for thetransaction of any business.  When aquorum is once present to organize a meeting, it is not broken by thesubsequent withdrawal of any shareholders. The shareholders present may adjourn the meeting despite the absence ofa quorum.

##  

## SECTION 11.  Proxies.  Any shareholder may authorize another personor persons to act for him by proxy in all matters in which a shareholder isentitled to participate, whether by waiving notice of any meeting, voting orparticipating at a meeting or expressing consent or dissent without ameeting.  Every proxy must be signed bythe shareholder or his or her attorney-in-fact. No proxy shall be valid after the expiration of eleven months from thedate thereof unless otherwise provided in the proxy. Every proxy shall berevocable at the pleasure of the shareholder executing it, except as otherwiseprovided by statute.

 

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## SECTION 12.  Voting. Except as otherwise provided by statute or by the Certificate ofIncorporation, each holder of record of shares of the Corporation having votingrights shall be entitled at each meeting of shareholders to one vote for eachshare of the Corporation standing in his name on the records of the Corporationon the date fixed as the record date for the determination of the shareholdersentitled to notice of and to vote at such meeting.  Except as otherwise provided by statute or bythe Certificate of Incorporation, any corporate action other than the electionof directors to be taken by vote of the shareholders shall be authorized by amajority of the votes cast at a meeting of shareholders by the holders ofshares present, in person or by proxy, and entitled to vote on such action.Directors shall be elected as provided in Section 2 of Article III.  Unless required by statute or determined bythe chairman of the meeting to be advisable, no vote need be by ballot, but incase of a vote by ballot, each ballot shall be signed by the voting shareholderor his proxy and shall state the number of shares voted.

##  

## SECTION 13.  Action without a Meeting.  Whenever the shareholders are required orpermitted to take any action by vote, such action may be taken without ameeting on written consent, setting forth the action so taken, signed by theholders of all shares entitled to vote thereon.

##  

## SECTION 14.   Nominations and Business at Meetings.(3)  At any annualmeeting of shareholders, only persons who are nominated in accordance with theprocedures set forth in this Section 14 shall be eligible for election asDirectors, and only business which is proposed in accordance with the proceduresset forth in this Section 14 shall be considered for action byshareholders.  Nominations of persons forelection to the Board of Directors of the Company may be made (i) by or atthe direction of the Board of Directors or (ii) by any shareholder of theCompany entitled to vote at the meeting who complies with the notice and otherprocedures set forth in this Section 14. Business to be considered at a meeting of shareholders may be proposed (i) byor at the direction of the Board of Directors or (ii) by any shareholderof the Company entitled to vote at the meeting who complies with the notice andother procedures set forth in this Section 14.  Such nominations or business proposals, otherthan those made by or at the direction of the Board of Directors, shall be madepursuant to timely notice in writing to the Secretary of the Company and suchbusiness proposals must, under applicable law, be a proper matter forshareholder action.  To be timely, ashareholder’s notice shall be delivered to or mailed and received at theprincipal executive offices of the Company not less than 120 days nor more than150 days in advance of the date which is the anniversary of the date theCompany’s proxy statement was released to security holders in connection withthe previous year’s annual meeting; provided, that, if the Company did not holdsuch previous year’s annual meeting or if the date of the current year’s annualmeeting has been changed by more than 30 days from the date of the previousyear’s annual meeting, then such shareholder’s notice shall be so delivered ormailed and received not less than 30 days in advance of the anticipated date ofmailing (as publicly announced by the Company) of the Company’s proxy statementfor the next annual meeting of stockholders.

##  

Such shareholder’s noticeshall set forth (a) as to each person whom such

 

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shareholder proposes tonominate for election or reelection as a Director, all information relating tosuch person that is required to be disclosed in solicitations of proxies forelection of directors, or is otherwise required, in each case pursuant toRegulation 14A under the Securities Exchange Act of 1934, as amended (includingsuch person’s written consent to serving as a Director if elected); (b) asto any other business that the shareholder proposes to bring before themeeting, a brief description of the business desired to be brought before theannual meeting, the reasons for conducting such business at the annual meetingand any material interest in such business of the shareholder making suchproposal or such other person on whose behalf such proposal is made; and (c) asto the shareholder giving the notice and the beneficial owner, if any, on whosebehalf the nomination or proposal is made, (i) the name and address ofsuch shareholder, as they appear on the Company’s books, and the name andaddress of the beneficial owner, if any, on whose behalf the nomination orproposal is made, and (ii) the class and number of shares of the Companywhich are owned by such shareholder or person, either beneficially or ofrecord.  No person shall be eligible forelection as a Director of the Company and no business shall be conducted at theannual meeting of shareholders unless nominated or proposed in accordance withthe procedures set forth in this Section 14.

 

Except as may otherwisebe required by applicable law, nothing herein shall obligate the Company toinclude in the Company’s proxy statement any nominee for Director nominated bya shareholder or any other shareholder proposal.  In addition, nothing herein shall require theCompany to submit to the shareholders any proposal which is otherwiseexcludable or improper under applicable law. The Chairman of the meeting may, if the facts warrant, determine anddeclare to the meeting that a nomination or proposal was not made in accordancewith the provisions of this Section 14 and, if he or she should sodetermine, he or she shall so declare to the meeting and the defectivenomination or proposal shall be disregarded.

 

# ARTICLE III

#  

# DIRECTORS

 

## SECTION 1.  Powers, Qualifications and Number.  The property, affairs and business of theCorporation shall be managed under the direction of its Board of Directors,which may exercise all such authority and powers of the Corporation and do allsuch lawful acts and things as are not by statute or the Certificate ofIncorporation directed or required to be exercised or done by theshareholders.  Each director shall be atleast eighteen years of age, but need not be a shareholder, a citizen of theUnited States or a resident of the State of New York.  The number of directors constituting theBoard of Directors shall be two unless changed as provided below, and in anyevent shall be at least two, except that where all the issued and outstandingshares of the Corporation are owned beneficially and of record by fewer thantwo shareholders, the number of directors may be less than two but not lessthan the number of such shareholders. Subject to the foregoing limitation, the number of directors may beincreased or decreased at any time and from time to time by a resolution of theBoard of Directors adopted by a majority of the

 

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## directors which theCorporation would have if there were no vacancies, provided that no decreaseshall become effective until the next annual meeting of shareholders if itseffectiveness would shorten the term of any incumbent director.

##  

## SECTION 2.  Election, Term and Vacancies.  Except as otherwise provided by statute or bythe Certificate of Incorporation, directors shall be elected at each annualmeeting of shareholders by a plurality of the votes cast thereat by the holdersof shares present, in person or by proxy, and entitled to vote in the election;such directors, and directors who are elected in the interim prior to such ameeting to fill newly-created directorships, shall hold office until the nextannual meeting of shareholders and until their successors have been elected andqualified.  In the interim prior to ameeting of shareholders for the election of directors, newly-createddirectorships and any vacancies in the Board of Directors, including vacanciesresulting from the removal of directors for cause or without cause, may befilled by the vote of a majority of the directors then in office, although lessthan a quorum exists.

##  

## SECTION 3.  Resignation and Removal.  Any director may resign at any time by givingwritten notice of his resignation to the Board of Directors, the Office of thePresident or the Secretary.  Any suchresignation shall take effect at the time specified therein or, if no time isspecified, immediately upon receipt; unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective. Anyor all of the directors may be removed for cause or without cause by theshareholders at a special meeting therefor and, except as otherwise provided bystatute or by the Certificate of Incorporation, may be removed for cause by theBoard of Directors.

##  

## SECTION 4.  Committees.  Whenever there shall be more than threedirectors, the Board of Directors may, by resolution adopted by a majority ofthe directors which the Corporation would have if there were no vacancies,designate from among its members three or more directors to constitutecommittees, which committees, to the extent conferred by the resolutionsdesignating such committees and except as otherwise provided by statute, shallhave and may exercise the authority of the Board of Directors.  Unless the Board of Directors shall provideotherwise, a majority of the members of any such committee may fix the time andplace of its meetings and determine its action. The Board of Directors shall have the power at any time to fillvacancies in, change the membership of or dissolve any such committee.  Nothing herein shall be deemed to prevent theBoard of Directors from appointing committees consisting in whole or in part ofpersons who are not directors of the Corporation, provided, however, that nosuch committee shall have or may exercise any authority of the Board ofDirectors.

##  

## SECTION 5.  Compensation of Directors.  The Board of Directors shall have authorityto fix the compensation of directors for services to the Corporation in anycapacity, including a fixed sum and reimbursement of expenses for attendance atmeetings of the Board of Directors and committees thereof.  Nothing herein contained shall be construedto preclude any director from serving the Corporation, its subsidiaries oraffiliates in any capacity and receiving compensation therefor.

 

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# ARTICLE IV

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# MEETINGS OF THE BOARD OF DIRECTORS

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## SECTION 1.  Place, Time, Call and Notice.  Meetings of the Board of Directors shall beheld at such time and at such place, within or without the State of New York,as the Board of Directors may from time to time fix or as shall be specified inthe notice of any such meeting, except that the first meeting of anewly-elected Board of Directors for the election or appointment of officersand the transaction of other business shall be held as soon after its electionas the directors may conveniently assemble and, if possible, at the place atwhich the annual meeting of shareholders which elected them was held.  No call or notice shall be required forregular or stated meetings for which the time and place have been fixed, and nonotice shall be required for any first meeting of a newly-elected Board ofDirectors which is held immediately following an annual meeting of shareholdersat the same place as such meeting.  Ifany day fixed for a regular or stated meeting shall be a legal holiday at theplace where the meeting is to be held, such meeting shall be held at thescheduled hour on the next business day not a legal holiday.  Special meetings may be called by or at thedirection of the President or a majority of the directors of theCorporation.  Notice of the time andplace of special meetings and of any first meeting of a newly-elected Board ofDirectors which is not held immediately following an annual meeting ofshareholders at the same place as such meeting shall be given by the Secretaryto each director (a) by mail, depositing such notice, in a sealed wrapperaddressed to such director, in a United States Postal Service post office orletter box, with first-class postage thereon prepaid, at least 72 hours beforethe time at which such meeting is to be held, (b) by the “express mail”service of the United States Postal Service, depositing such notice, in asealed “express mail” envelope addressed to such director, in a United StatesPostal Service post office or “express mail” letter box, with “express mail”postage prepaid, or by depositing such notice in a sealed envelope addressed tosuch director for delivery with another overnight courier service, in eithersuch case at least 48 hours before the time at which such meeting is to be heldor (c) by telegraph, telecopier, cable or wireless addressed to suchdirector, delivery to him personally or by telephone or any other method ofcommunication by which such director shall actually receive such notice, atleast 24 hours before the time at which such meeting is to be held.  The notice of any meeting need not specifythe purpose thereof.  Any requirement offurnishing a notice shall be waived by any director who submits a signed waiverof notice before or after the meeting or who attends the meeting withoutprotesting, prior thereto or at its commencement, the lack of notice to him.

##  

## SECTION 2.  Quorum and Action.  A majority of the directors which theCorporation would have if there were no vacancies shall constitute a quorum,except that when a vacancy or vacancies prevent such a majority, a majority ofthe directors then in office shall constitute a quorum, provided such majorityshall constitute at least one-third of the directors which the Corporationwould have if there were no vacancies.  Amajority of the directors

 

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## present, whether or not aquorum, may adjourn a meeting to another time and place.  Notice of any such adjournment shall be givento any directors who were not present and, unless announced at the meeting, tothe other directors.  At any adjournedmeeting at which a quorum is present, any business may be transacted whichmight have been transacted at the meeting originally scheduled.  Except as otherwise provided herein or bystatute, the vote of a majority of the directors present at the time of thevote, a quorum being present at such time, shall be the act of the Board ofDirectors.

##  

## SECTION 3.  Conduct of Meetings.  The Chairman of the Board, if present, shallpreside at all meetings.  Otherwise, thePresident, if a director and present (if more than one, as chosen by the Boardof Directors), or, if neither of the foregoing is present, any other directorchosen by the Board of Directors, shall preside.  The Secretary of the Corporation, if adirector and present, shall act as secretary of the meeting and keep the minutesthereof.  Otherwise, a director appointedby the chairman of the meeting shall act as secretary and keep the minutesthereof.

##  

## SECTION 4.  Action without a Meeting.  Any action required or permitted to be takenby the Board of Directors or any committee thereof may be taken without ameeting if all members of the Board of Directors or committee consent inwriting to the adoption of a resolution authorizing the action and the writtenconsent thereto by the members of the Board of Directors or the committee shallbe filed with the minutes of the proceedings of the Board of Directors orcommittee.

##  

## SECTION 5.  Action by Conference Call.  Any one or more members of the Board ofDirectors of the Corporation or of any committee thereof may participate in ameeting of the Board of Directors or of any such committee by means of aconference telephone or similar communications equipment allowing all personsparticipating in the meeting to hear each other at the same time. Participationby such means shall constitute presence in person at the meeting.

##  

# ARTICLE V

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# OFFICERS

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## SECTION 1.  Number, Election and Vacancies.  The Board of Directors at its first meetingafter the election of directors in each year shall elect or appoint a Presidentand a Secretary and may at any time and from time to time elect or appoint aChairman of the Board, one or more Vice Presidents (one or more of which may bedesignated by the Board of Directors as Executive or Senior Vice Presidents), aController, one or more Assistant Vice Presidents, Assistant Secretaries, andAssistant Controllers and such other officers, agents and employees as it maydeem desirable.  Any two or more officesmay be held by the same person, except the offices of President and Secretary,unless all the issued and outstanding shares of the Corporation

 

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## are owned by one person,in which case such person may hold all or any combination of offices.  The election or appointment of an officershall not of itself create any contract rights. A vacancy in any office may be filled for the unexpired term by theBoard of Directors at any meeting.

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## SECTION 2.  Term of Office, Resignation and Removal.  Unless otherwise prescribed by the Board ofDirectors, each officer of the Corporation shall hold office until the meetingof the Board of Directors following the next annual meeting of shareholders anduntil his successor has been elected and qualified.  Any officer may resign at any time by givingwritten notice of his or her resignation to the Board of Directors, thePresident or the Secretary.  Any suchresignation shall take effect at the time specified therein or, if no time isspecified, immediately upon receipt; unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make iteffective.  Notwithstanding anything inthe foregoing to the contrary, any officer may be removed at any time by theBoard of Directors with cause or without cause.

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## SECTION 3.  Security.  The Board of Directors may require anyofficer, agent or employee of the Corporation to post a bond or give othersecurity for the faithful performance of his or her duties.

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## SECTION 4.  Chairman of the Board.  The Chairman of the Board, if any, shall, ifpresent, preside at all meetings of the Board of Directors and shall have suchother powers and duties as the Board of Directors may from time to time assignto him or her.

##  

## SECTION 5.   Chief Executive Officer.  The Chief Executive Officer shall, in theabsence of the Chairman of the Board, preside at all meetings of theshareholders and of the Board of Directors at which they are present.  The Chief Executive Officer, along with thePresident, shall have general supervision over, and shall direct the businessand affairs of the Corporation.  TheChief Executive Officer shall have all powers and duties usually incident tothe office of the Chief Executive Officer except as specifically limited byresolution of the Board of Directors. The Chief Executive Officer shall have such other powers and performother duties as may be assigned to time from time to time by the Board ofDirectors.

##  

## SECTION 5A. President.  The Presidentshall, in the absence of the Chairman of the Board and of the Chief ExecutiveOfficer, preside at all meetings of the shareholders and of the Board ofDirectors at which they are present.  ThePresident, along with the Chief Executive Officer, shall have generalsupervision over, and shall direct the business and affairs of theCorporation.  The President shall haveall powers and duties usually incident to the office of the President except asspecifically limited by a resolution of the Board of Directors.  The President shall have such other powersand perform such other duties as may be assigned to him from time to time bythe Board of Directors.

 

## SECTION 6.  Vice Presidents.  Each Vice President shall have suchdesignation and seniority as the Board of Directors may determine and suchpowers and duties as the Board

 

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## of Directors or, subjectto the control of the Board of Directors, the Office of the President may fromtime to time assign to him or her.

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## SECTION 7.  Secretary.  The Secretary shall, if present, act as thesecretary of, and keep the minutes of, all meetings of the shareholders and, ifa director, of the Board of Directors, and shall be responsible for the givingof notice of all meetings of the shareholders and of the Board ofDirectors.  He or she shall be custodianof the seal of the Corporation, which he or she shall affix to any instrumentrequiring it whose execution has been authorized, and of the corporate records(except accounting records), and shall have such other powers and duties asgenerally pertain to the office and as the Board of Directors or, subject tothe control of the Board of Directors, the President may from time to timeassign to him or her.

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## SECTION 8.   Other Officers; Absence and Disability.  The other officers of the Corporation shallhave such powers and duties as generally pertain to their respective officesand as the Board of Directors or, subject to the control of the Board ofDirectors, the President may from time to time assign to them.  The Assistant Vice Presidents, the AssistantSecretaries, and the Assistant Controllers, if any, shall, in the order oftheir respective seniorities, in case of the absence or disability of a VicePresident, the Secretary, or the Controller, respectively, perform the dutiesof such officer and have such powers and other duties as the Board of Directorsor the President may from time to time prescribe.  In case of the absence or disability of anyofficer of the Corporation and of any person herein authorized to act in his orher place, the Board of Directors may from time to time delegate the powers andduties of such officer to any other officer or any other person whom it mayselect.

##  

## SECTION 9.  Compensation of Officers.  The Board of Directors shall have authorityto fix the salary and other compensation, if any, of any officer of theCorporation or to appoint a committee for such purpose.  Nothing herein contained shall be construedto preclude any officer from receiving a salary or other compensation by reasonof the fact that he is also a director of the Corporation.

 

# ARTICLE VI

 

# INDEMNIFICATION

 

Each person who is madeor threatened to be made a party in any civil or criminal action or proceedingby reason of the fact that he or she, his or her testator or intestate is orwas a director or officer of the Corporation or serves or served any otherentity in any capacity at the request of the Corporation shall be indemnifiedby the Corporation to the maximum extent permitted by statute as amended fromtime to time.

 

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# ARTICLE VII

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# BOOKS AND RECORDS; BANK ACCOUNTS

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## SECTION 1.  Books and Records.  The Corporation shall keep correct andcomplete books and records of account and shall keep minutes of the proceedingsof the shareholders, of the Board of Directors and of any committee which thedirectors may appoint, and shall keep at the office of the Corporation in theState of New York or at the office of its transfer agent or registrar, if any,in such state, a record containing the names and addresses of all shareholders,the number and class of shares held by each and the dates when theyrespectively became the owners of record thereof. The person in whose nameshares stand in such record shall be deemed the owner thereof for all purposesas regards the Corporation.  Any of theforegoing books, minutes or records may be in written form or in any other formcapable of being converted into written form within a reasonable time.

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## SECTION 2.  Bank Accounts.  The Board of Directors may from time to timeauthorize the opening and maintenance of general and special bank accounts withsuch banks, trust companies or other depositaries as the Board of Directors maydesignate or as may be designated by any officers of the Corporation to whomsuch power of designation may from time to time be delegated by the Board ofDirectors.  The Board of Directors maymake such special rules and regulations with respect to such bankaccounts, not inconsistent with the provisions of these By-Laws, as it may deemexpedient.

 

# ARTICLE VIII

 

# SHARES

#  

## SECTION 1.  Certificates Representing Shares.  Shares of the Corporation shall berepresented by certificates, in such form as shall from time to time beapproved by the Board of Directors, which certificates shall be signed in thename of the Corporation by the Chairman of the Board, President or a VicePresident and by the Secretary or an Assistant Secretary and sealed with theseal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles ifthe certificate is countersigned by a transfer agent or registered by aregistrar other than the Corporation or its employee.  In case any officer who has signed orwhose  facsimile signature has beenplaced upon a certificate shall have ceased to be such officer before suchcertificate shall be issued, it may nevertheless be issued by the Corporationwith the same effect as if such officer were still in office at the date of itsissue.

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## SECTION 2.  Share Transfers.  Transfers of shares of the Corporation shallbe made on the share records of the Corporation by the registered holderthereof, or by his attorney thereunto authorized by power of attorney dulyexecuted and filed with the Secretary of the Corporation or with a transferagent or transfer clerk appointed as provided in Section 4 of this

 

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## Article, upon surrenderof the certificate or certificates for such shares properly endorsed and thepayment of all taxes due thereon, together with such proof of the authenticityof the signature as the Corporation or its agents may reasonably require, andupon compliance with any provisions restricting the transferability of suchshares.  The Board of Directors may fromtime to time make such additional rules and regulations as it may deem expedient,not inconsistent with these By-Laws, concerning the issue, transfer andregistration of certificates for shares of the Corporation.

##  

## SECTION 3.  Lost, Stolen, Destroyed or MutilatedCertificates. No certificate for shares of the Corporation shall be issuedin place of any certificate alleged to have been lost, destroyed or stolen,except on production of such evidence of such loss, destruction or theft as theBoard of Directors may require and, in the case of lost or stolen certificates,on delivery to the Corporation, if the Board of Directors shall so require, ofa bond of indemnity in such form and amount and secured by such surety as theBoard of Directors may in its discretion require.  The Board of Directors shall have the rightfrom time to time to prescribe such rules and procedures as it shall deemadvisable with respect to lost, stolen, destroyed or mutilated certificates andthe issuance of new certificates in place thereof.

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## SECTION 4.  Transfer Agents and Registrars.  The Board of Directors may appoint one ormore transfer clerks or one or more transfer agents and one or more registrars,whose respective duties shall be defined by the Board of Directors.  The duties of transfer agent and registrar maybe combined.  No certificate for sharesshall be valid unless countersigned by a transfer agent, if the Corporation hasa transfer agent, or by a registrar, if the Corporation has a registrar.  The signature of a transfer agent may be afacsimile.

 

# ARTICLE IX

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# CORPORATE SEAL

#  

The corporate seal shallbe in such form as the Board of Directors shall prescribe.  The corporate seal on any corporate bond orother obligation for the payment of money may be a facsimile.

 

# ARTICLE X

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# FISCAL YEAR

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The fiscal year of theCorporation shall be such fiscal year as the Board of Directors may from timeto time fix.

 

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# ARTICLE XI

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# VOTING OF SHARES IN OTHER CORPORATIONS

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Shares in othercorporations which are held by the Corporation may be voted by the President ora Vice President of the Corporation, or by a proxy or proxies appointed by oneof them, provided, however, that the Board of Directors may in its discretionappoint some other person to vote such shares.

 

# ARTICLE XII

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# AMENDMENT OF BY-LAWS

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In addition to the rightof shareholders to adopt, amend, alter, change, add to or repeal these Bylaws,the Board of Directors may also adopt, amend, alter, change, add to or repealthese Bylaws, except that the Board of Directors shall have no power to changethe quorum for meeting of shareholders or of the Board of Directors, or tochange any provisions of the Bylaws with respect to removal of directors or thefilling of vacancies in the Board resulting from the removal by theshareholders.  No amendment of the Bylawspertaining to the election of directors or the procedures for the calling andconduct of a meeting of shareholders shall affect the election of directors orthe procedures for the calling or conduct in respect of any meeting ofshareholders unless adequate notice thereof is given to the shareholders in amanner reasonably calculated to provide shareholders with sufficient time torespond thereto prior to such meeting.

 

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(1)The second sentence of Section 4, Article II, was amended on May 23,2005

(2)The second sentence of Section 5, Article II, was amended on May 23,2005

(3)Section 14 of Article II was added by amendment on November 5,2003.

 

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