**Exhibit3.2**

** **

**BY-LAWSOFALCIDE CORPORATION**

 

**ARTICLEIOffices**

 

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

 

SECTION 2.  Thecorporation may also have offices at such other places both within and withoutthe State of Delaware as the board of directors may from time to time determineor the business of the corporation may require.

 

**ARTICLEIIMeetings of Stockholders**

 

SECTION 1.  Allmeetings of the stockholders for the election of directors shall be held in theCity of Westport, State of Connecticut, 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 the boardof directors and stated in the notice of the meeting.  Meetings of stockholders for any other purpose may be held atsuch time and place, within or without the State of Delaware, as shall bestated in the notice of the meeting or in a duly executed waiver of noticethereof.

 

SECTION 2. Annual meetings of stockholders, commencing with the year 1983, shall beheld on the 15th day of January if not a legal holiday, and if a legal holiday,then on the next secular day following, at 10:00 A.M., or at such other dateand time as shall be designated from time to time by the board of directors andstated in the notice of the meeting, at which they shall elect by a pluralityvote a board of directors, and transact such other business as may properly bebrought before the meeting.

 

SECTION 3. Written notice of the annual meeting stating the place, date and hour ofthe meeting shall be given to each stockholder entitled to vote at such meetingnot less than ten nor more than sixty days before the date of the meeting.

 

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SECTION 4.  Theofficer who has charge of the stock ledger of the corporation shall prepare andmake, at least ten days before every meeting of stockholders, a complete listof the stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for anypurpose germane to the meeting, during ordinary business hours, for a period ofat least ten days prior to the meeting, either at a place within the city wherethe meeting is to be held, which place shall be specified in the notice of themeeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept atthe time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present.

 

SECTION 5. Special meetings of the stockholders, for any purpose or purposes,unless otherwise prescribed by statute or by the certificate of incorporation,may be called by the president and shall be called by the president orsecretary at the request in writing of a majority of the board of directors, orat the request in writing of stockholders owning a majority in amount of theentire capital stock of the corporation issued and outstanding and entitled tovote.  Such request shall state thepurpose or purposes of the proposed meeting.

 

SECTION 6. Written notice of a special meeting stating the place, date and hour ofthe meeting and the purpose or purposes for which the meeting is called, shallbe given not less than ten nor more than sixty days before the date of themeeting, to each stockholder entitled to vote at such meeting.

 

SECTION 7. Business transacted at any special meeting of stockholders shall belimited to the purposes stated in the notice.

 

SECTION 8.  Theholders of a majority of the stock issued and outstanding and entitled to votethereat, present in person or represented by proxy, shall constitute a quorumat all meetings of the stockholders for the transaction of business except asotherwise provided by statute or by the certificate of incorporation.  If, however, such quorum shall not bepresent or represented at any meeting of the stockholders, the stockholdersentitled to vote thereat, present in person or represented by proxy, shall havepower to adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present orrepresented.  At such adjourned meetingat which a quorum shall be present or represented any business may betransacted which might have been transacted at the meeting as originallynotified.  If the adjournment is formore than thirty days, or if after the adjournment a

 

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new record date is fixed for the adjourned meeting, a notice of theadjourned meeting shall be given to each stockholder of record entitled to voteat the meeting.

 

SECTION 9. When a quorum is present at any meeting, the vote of the holders of amajority of the stock having voting power present in person or represented byproxy shall decide any question brought before such meeting, unless thequestion is one upon which by express provision of the statutes or of thecertificate of incorporation, a different vote is required in which case suchexpress provision shall govern and control the decision of such question.

 

SECTION 10. Unless otherwise provided in the certificate of incorporation eachstockholder shall at every meeting of the stockholders be entitled to one votein person or by proxy for each share of the capital stock having voting powerheld by such stockholder, but no proxy shall be voted on after three years fromits date, unless the proxy provides for a longer period.

 

At all elections of directors of the corporation eachstockholder having voting power shall be entitled to exercise the right ofcumulative voting as provided in the certificate of incorporation.

 

SECTION 11. Unless otherwise provided in the certificate of incorporation, anyaction required to be taken at any annual or special meeting of stockholders ofthe corporation, or any action which may be taken at any annual or specialmeeting of such stockholders, may be taken without a meeting, without priornotice and without a vote, if a consent in writing, setting forth the action sotaken, shall be signed by the holders of outstanding stock having not less thanthe minimum number of votes that would be necessary to authorize or take suchaction at a meeting at which all shares entitled to vote thereon were presentand voted.  Prompt notice of the takingof the corporate action without a meeting by less than unanimous writtenconsent shall be given to those stockholders who have not consented in writing.

 

**ARTICLEIIIDirectors**

 

SECTION 1.  Thenumber of directors which shall constitute the whole board shall be nine.  The directors shall be elected at the annualmeeting of the stockholders, except as provided in SECTION 2 of this Article,and each director elected shall hold office until his successor is elected andqualified.  Directors need not bestockholders.

 

SECTION 2. Vacancies and newly created directorships resulting from any increase inthe authorized number of directors may be filled by a majority of the directorsthen in office, though less than a quorum, or by a sole remaining director,

 

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and the directors so chosen shall hold office until the next annualelection and until their successors are duly elected and shall qualify, unlesssooner displaced.  If there are nodirectors in office, the an election of directors may be held in the mannerprovided by statute.  If, at the time offilling any vacancy or any newly created directorship, the directors then inoffice shall constitute less than a majority of the whole board (as constitutedimmediately prior to any such increase), the Court of Chancery may, uponapplication of any stockholder or stockholders holding at least ten percent ofthe total number of the shares at the time outstanding having the right to votefor such directors, summarily order an election to be held to fill any suchvacancies or newly created directorships, or to replace the directors chosen bythe directors then in office.

 

SECTION 3.  Thebusiness of the corporation shall be managed by or under the direction of itsboard of directors which may exercise all such powers of the corporation and doall such lawful acts and things as are not by statute or by the certificate ofincorporation or by these by-laws directed or required to be exercised or doneby the stockholders.

 

**MEETINGS OF THE BOARD OF DIRECTORS**

 

SECTION 4.  Theboard of directors of the corporation may hold meetings, both regular andspecial, either within or without the State of Delaware.

 

SECTION 5.  Thefirst meeting of each newly elected board of directors shall be held at suchtime and place as shall be fixed by the vote of the stockholders at the annualmeeting and no notice of such meeting shall be necessary to the newly electeddirectors in order legally to constitute the meeting, provided a quorum shallbe present.  In the event of the failureof the stockholders to fix the time or place of such first meeting of the newlyelected board of directors, or in the event such meeting is not held at thetime and place so fixed by the stockholders, the meeting may be held at suchtime and place as shall be specified in a notice given as hereinafter providedfor special meetings of the board of directors, or as shall be specified in awritten waiver signed by all of the directors.

 

SECTION 6. Regular meetings of the board of directors may be held without notice atsuch time and at such place as shall from time to time be determined by theboard.

 

SECTION 7. Special meetings of the board may be called by the president on noticeto each director, either personally or by mail or by telegram; special meetingsshall be called by the president or secretary in like manner and on like noticeon the written request of two directors unless the board consists of only onedirector; in

 

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which case special meetings shall be called by the president orsecretary in like manner and on like notice on the written request of the soledirector.

 

SECTION 8.  Atall meetings of the board a majority of the directors shall constitute a quorumfor the transaction of business and the act of a majority of the directorspresent at any meeting at which there is a quorum shall be the act of the boardof directors, except as may be otherwise specifically provided by statute or bythe certificate of incorporation.  If aquorum shall not be present at any meeting of the board of directors thedirectors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be present.

 

SECTION 9. Unless otherwise restricted by the certificate of incorporation or theseby-laws, any action required or permitted to be taken at any meeting of theboard of directors or of any committee thereof may be taken without a meeting,if all members of the board or committee, as the case may be, consent theretoin writing, and the writing or writings are filed with the minutes ofproceedings of the board or committee.

 

SECTION 10. Unless otherwise restricted by the certificate of incorporation or theseby-laws, members of the board of directors, or any committee designated by theboard of directors, may participate in a meeting of the board of directors, orany committee, by means of conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can heareach other, and such participation in a meeting shall constitute presence inperson at the meeting.

 

**COMMITTEES OF DIRECTORS**

 

SECTION 11. The board of directors may, by resolution passed by a majority of thewhole board, designate one or more committees, each committee to consist of oneor more of the directors of the corporation. The board may designate one or more directors as alternate members ofany committee, who may replace any absent or disqualified member at any meetingof the committee.

 

In the absence or disqualification of a member of acommittee, the member or members thereof present at any meeting and notdisqualified from voting, whether or not he or they constitute a quorum, mayunanimously appoint another member of the board of directors to act at themeeting in the place of any such absent or disqualified member.

 

Any such committee, to the extent provided in theresolution of the board of directors, shall have and may exercise all thepowers and authority of the board of

 

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directors in the management of the business and affairs of thecorporation, and may authorize the seal of the corporation to be affixed to allpapers which may require it; but no such committee shall have the power orauthority in reference to amending the certificate of incorporation, adoptingan agreement of merger or consolidation, recommending to the stockholders thesale, lease or exchange of all or substantially all of the corporation’sproperty and assets, recommending to the stockholders a dissolution of thecorporation or a revocation of a dissolution, or amending the by-laws of thecorporation; and, unless the resolution or the certificate of incorporationexpressly so provide, no such committee shall have the power or authority todeclare a dividend or to authorize the issuance of stock.  Such committee or committees shall have suchname or names as may be determined from time to time by resolution adopted bythe board of directors.

 

SECTION 12. Each committee shall keep regular minutes of its meetings and report thesame to the board of directors when required.

 

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**COMPENSATION OF DIRECTORS**

 

SECTION 13. Unless otherwise restricted by the certificate of incorporation or theseby-laws, the board of directors shall have the authority to fix thecompensation of directors.  Thedirectors may be paid their expenses, if any, of attendance at each meeting ofthe board of directors and may be paid a fixed sum for attendance at eachmeeting of the board of directors or a stated salary as director.  No such payment shall preclude any directorfrom serving the corporation in any other capacity and receiving compensationtherefor.  Members of special or standingcommittees may be allowed like compensation for attending committee meetings.

 

**REMOVAL OF DIRECTORS**

 

SECTION 14. Unless otherwise restricted by the certificate of incorporation or bylaw, any director or the entire board of directors may be removed, with orwithout cause, by the holders of a majority of shares entitled to vote at anelection of directors.

 

**ARTICLEIVNotices**

 

SECTION 1. Whenever, under the provisions of the statutes or of the certificate ofincorporation or of these by-laws, notice is required to be given to anydirector or stockholder, it shall not be construed to mean personal notice, butsuch notice may be given in writing, by mail, addressed to such director orstockholder, at his address as it appears on the records of the corporation,with postage thereon prepaid, and such notice shall be deemed to be given atthe time when the same shall be deposited in the United States mail.  Notice to directors may also be given bytelegram.

 

SECTION 2. Whenever any notice is required to be given under the provisions of thestatutes or of the certificate of incorporation or of these by-laws, a waiverthereof in writing, signed by the person or persons entitled to said notice,whether before or after the time stated therein, shall be deemed equivalentthereto.

 

**ARTICLEVOfficers**

 

SECTION 1.  Theofficers of the corporation shall be chosen by the board of directors and shallbe a president, a vice-president, a secretary and a treasurer.  The board of directors may also chooseadditional vice-presidents, and one or more assistant secretaries and assistanttreasurers.  Any number of offices maybe held by

 

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the same person, unless the certificate of incorporation or theseby-laws otherwise provide.

 

SECTION 2.  Theboard of directors at its first meeting after each annual meeting ofstockholders shall choose a president, one or more vice-presidents, a secretaryand a treasurer.

 

SECTION 3.  Theboard of directors may appoint such other officers and agents as it shall deemnecessary who shall hold their offices for such terms and shall exercise suchpowers and perform such duties as shall be determined from time to time by theboard.

 

SECTION 4.  Thesalaries of all officers and agents of the corporation shall be fixed by theboard of 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 theaffirmative 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 PRESIDENT**

 

SECTION 6.  Thepresident shall be the chief executive officer of the corporation, shallpreside at all meetings of the stockholders and the board of directors, shallhave general and active management of the business of the corporation and shallsee that all orders and resolutions of the board of directors are carried intoeffect.

 

SECTION 7.  Heshall execute bonds, mortgages and other contracts requiring a seal, under theseal of the corporation, except where required or permitted by law to beotherwise signed and executed and except where the signing and executionthereof shall be expressly delegated by the board of directors to some otherofficer or agent of the corporation.

 

**THE VICE PRESIDENTS**

 

SECTION 8.  Inthe absence of the president or in the event of his inability or refusal toact, the vice-president (or in the event there be more than one vice-president,the vice-presidents in the order designated by the directors, or in the absenceof any designation, then in the order of their election) shall perform theduties of the president, and when so acting, shall have all the powers of andbe subject to all the

 

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restrictions upon the president. The vice-presidents shall perform such other duties and have such otherpowers as the board of directors may from time to time prescribe.

 

**THE SECRETARY AND ASSISTANT SECRETARY**

 

SECTION 9.  Thesecretary shall attend all meetings of the board of directors and all meetingsof the stockholders and record all the proceedings of the meetings of thecorporation and of the board of directors in a book to be kept for that purposeand shall perform 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 or president, under whose supervision he shall be.  He shall have custody of the corporate sealof the corporation and he, or an assistant secretary, shall have authority toaffix the same to any instrument requiring it and when so affixed, it may beattested by his signature or by the signature of such assistant secretary.  The board of directors may give generalauthority to any other officer to affix the seal of the corporation and toattest the affixing by his signature.

 

SECTION 10. The assistant secretary, or if there be more than one, the assistantsecretaries in the order determined by the board of directors (or if there beno such determination then in the order of their election) shall, in theabsence of the secretary or in the event of his inability or refusal to act,perform the duties and exercise the powers of the secretary and shall performsuch other duties and have such other powers as the board of directors may fromtime to time prescribe.

 

**THE TREASURER AND ASSISTANT TREASURERS**

 

SECTION 11. The treasurer shall have the custody of the corporate funds andsecurities and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the corporation and shall deposit allmoneys and other valuable effects in the name and to the credit of thecorporation in such depositories as may be designated by the board ofdirectors.

 

SECTION 12.  Heshall disburse the funds of the corporation as may be ordered by the board ofdirectors, taking proper vouchers for such disbursements, and shall render tothe president and the board of directors, at its regular meetings, or when theboard of directors so requires, an account of all his transactions as treasurerand of the financial condition of the corporation.

 

SECTION 13.  Ifrequired by the board of directors, he shall give the corporation a bond (whichshall be renewed very six years) in such sum and with such surety or suretiesas shall be satisfactory to the board of directors for the faithful

 

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performance of the duties of his office and for the restoration to thecorporation, in case of his death, resignation, retirement or removal fromoffice, of all books, papers, vouchers, money and other property of whateverkind in his possession or under his control belonging to the corporation.

 

SECTION 14. The assistant treasurer, or if there shall be more than one, theassistant treasurers in the order determined by the board of directors (or ifthere be no such determination, then in the order of their election) shall, inthe absence of the treasurer or in the event of his inability or refusal toact, perform the duties and exercise the powers of the treasurer and shallperform such other duties and have such other powers as the board of directorsmay from time to time prescribe.

 

**ARTICLEVICertificate of Stock**

 

SECTION 1. Every holder of stock in the corporation shall be entitled to have acertificate, signed by, or in the name of the corporation by, the chairman orvice-chairman of the board of directors, or the president or a vice-presidentand the treasurer or an assistant treasurer, or the secretary or an assistantsecretary of the corporation, certifying the number of shares owned by him inthe corporation.

 

SECTION 2.  Anyof or all the signatures on the certificate may be facsimile.  In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent or registrarbefore such certificate is issued, it may be issued by the corporation with thesame effect as if he were such officer, transfer agent or registrar at the dateof issue.

 

**LOST CERTIFICATES**

 

SECTION 3.  Theboard of directors may direct a new certificate or certificates to be issued inplace of 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 his legalrepresentative, to advertise the same in such manner as it shall require and/orto 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.

 

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**TRANSFER OF STOCK**

 

SECTION 4. Upon surrender to the corporation or the transfer agent of thecorporation of a certificate for shares duly endorsed or accompanied by properevidence of succession, assignation or authority to transfer, it shall be theduty of the corporation to issue a new certificate to the person entitledthereto, cancel the old certificate and record the transaction upon its books.

 

**FIXING RECORD DATE**

 

SECTION 5.  Inorder that the corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, or toexpress consent to corporate action in writing without a meeting, or entitledto receive payment of any dividend or other distribution OR allotment of anyrights, or entitled to exercise any rights in respect of any change, conversionor exchange or stock or for the purpose of any other lawful action, the boardof directors may fix, in advance, a record date, which shall not be more thansixty nor less than ten days before the date of such meeting, nor more thansixty days prior to any other action.  Adetermination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the board of directors may fix a new record date forthe adjourned meeting.

 

**REGISTERED STOCKHOLDERS**

 

SECTION 6.  Thecorporation shall be entitled to recognize the exclusive right of a personregistered on its books as the owner of shares to receive dividends, and tovote as such owner, and to hold liable for calls and assessments a personregistered on its books as the owner of shares, and shall not be bound to recognizeany equitable or other claim to or interest in such share or shares on the partof any other person, whether or not it shall have express or other noticethereof, except as otherwise provided by the laws of Delaware.

 

**ARTICLEVIIGeneral Provisions**

 

**DIVIDENDS**

 

SECTION 1. Dividends upon the capital stock of the corporation, subject to theprovisions of the certificate of incorporation, if any, may be declared by theboard of directors at any regular or special meeting, pursuant to law.  Dividends may be paid

 

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in cash, in property, or in shares of the capital stock, subject to theprovisions of the certificate of incorporation.

 

SECTION 2. Before payment of any dividend, there may be set aside out of any fundsof the corporation available for dividends such sum or sums as the directorsfrom time to time, in their absolute discretion, think proper as a reserve orreserves to meet contingencies, or for equalizing dividends, or for repairingor maintaining any property of the corporation, or for such other purpose asthe directors 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.  Theboard of directors shall present at each annual meeting, and at any specialmeeting of the stockholders when called for by vote of the stockholders, a fulland clear statement of the business and condition of the corporation.

 

**CHECKS**

 

SECTION 4.  Allchecks of demands for money and notes of the corporation shall be signed bysuch officer or officers or such other person or persons as the board ofdirectors may from time to time designate.

 

**FISCAL YEAR**

 

SECTION 5.  Thefiscal year of the corporation shall be fixed by resolution of the board ofdirectors.

 

**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 issued by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise.

 

**INDEMNIFICATION**

 

SECTION 7.  Thecorporation shall indemnify its officers, directors, employees and agents tothe extent permitted by the General Corporation Law of Delaware.

 

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**ARTICLEVIIIAmendments**

 

SECTION 1. These by-laws may be altered, amended or repealed or new by-laws may beadopted by the stockholders or by the board of directors, when such power isconferred upon the board of directors by the certificate of incorporation atany regular meeting of the stockholders or of the board of directors or at anyspecial meeting of the stockholders or of the board of directors if notice ofsuch alteration, amendment, repeal or adoption of new by-laws be contained inthe notice of such special meeting.  Ifthe power to adopt, amend or repeal by-laws is conferred upon the board ofdirectors by the certificate of incorporation it shall not divest or limit thepower of the stockholders to adopt, amend or repeal by-laws.

 

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**AMENDMENT TO THE BY-LAWS**

 

**November20, 1986**

 

**Indemnification**

 

In lieu of the existing Section 7 of Article VII ofthe By-Laws of the Corporation, the following Section 7 is substitutedtherefore:

 

SECTION 7.  Except to the extent prohibited by thenapplicable law, the Corporation shall indemnify any person who was or is aparty or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding or investigation, whether civil, criminalor administrative, and whether external or internal to the Corporation, (otherthan a judicial action or suit brought by or in the right of the Corporation)by reason of the fact that he is or was a director, officer, employee or agentof the Corporation, or is or was serving at the request of the Corporation as adirector, officer, employee, trustee or agent of another corporation,partnership, joint venture, trust or other enterprise (all such persons beingreferred to hereafter as an “agent”), against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonablyincurred by him in connection with such action, suit or proceeding.  The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption thatthe person acted in bad faith or breached his duty of loyalty or engaged inintentional misconduct or knowingly violated the law.

 

The following new Sections 8 through 17 are added toArticle VII of the By-Laws of the Corporation:

 

SECTION 8.  Except to the extent prohibited by thenapplicable law, the Corporation shall indemnify any person who was or is aparty or is threatened to be made a party to any threatened, pending orcompleted judicial action or suit brought

 

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by or in the right of the Corporation to procure ajudgment in its favor by reason of the fact that he is or was an agent (asdefined hereinabove in Section 7) against expenses (including attorneys’ fees)judgments, fines and amounts paid in settlement actually and reasonablyincurred by him in connection with such action, suit, proceeding or settlementthereof.

 

SECTION 9.  Any indemnification under Section 7 or 8hereinabove (unless ordered by a court) shall be made by the Corporation unlessa determination is reasonably and promptly made (i) by the board by a majorityvote of a quorum consisting of directors who were not parties to such action,suit or proceeding, or (ii) if such a quorum is not obtainable, or, even ifobtainable, if a quorum of disinterested directors so directs, by legal counselin a written opinion that such person acted in bad faith or breached his dutyof loyalty or engaged in intentional misconduct or knowingly violated the law.

 

SECTION 10.  Notwithstanding the other provisions of thisArticle, to the extent that an agent has been successful on the merits orotherwise, including the dismissal of an action without prejudice or thesettlement of an action without admission of liability, in defense of anyproceeding or in defense of any claim, issue or matter therein, such agentshall be indemnified against all expenses incurred in connection therewith.

 

SECTION 11.  Except as limited by Section 12 of thisArticle, expenses incurred in any action, suit, proceeding or investigationshall be paid by the Corporation in advance of the final disposition of suchmatter, if the agent shall undertake to repay such amount in the event that itis ultimately determined, as provided herein, that such person is not entitledto indemnification.  Notwithstanding theforegoing, no advance shall be made by the Corporation if a determination isreasonably and promptly made by the board of directors by a majority vote of aquorum of disinterested directors, or (if such a quorum is not obtainable or,even if obtainable, a quorum of disinterested directors so directs) by legalcounsel in a written opinion, that, based upon the facts known to the board orcounsel at the time such determination is made, such person acted in bad faithor breached his duty of loyalty or engaged in intentional misconduct orknowingly violated the law.

 

SECTION 12.  Any indemnification under Sections 7, 8, 9and 10 or advance under Section 11 of this Article, shall be made promptly, andin any event within forty-five (45) days, upon the written request of the agent,unless with respect to applications under

 

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Sections 9 and 11, a determination is reasonably andpromptly made by the board of directors by a majority vote of a quorum ofdisinterested directors that such agent acted in a manner set forth in suchSections as to justify the Corporation’s not indemnifying or making an advanceto the agent.  In the event no quorum ofdisinterested directors is obtainable, the board of directors shall promptly directthat legal counsel decide whether the agent acted in the manner set forth insuch Sections as to justify the Corporation’s not indemnifying or making anadvance to the agent.  The right toindemnification or advances as granted by this Article shall be enforceable bythe agent in any court of competent jurisdiction, if the board or legal counseldenies the claim, in whole or in part, or if no disposition of such claim ismade within forty-five (45) days.  Theagent’s expenses incurred in connection with successfully establishing hisright to indemnification, in whole or in part, in any such proceeding shallalso be indemnified by the Corporation.

 

SECTION 13.  The indemnification provided by this Articleshall not be deemed exclusive of any other rights to which an agent seekingindemnification may be entitled under the law, any by-laws, agreement, vote ofstockholders or disinterested directors or otherwise, both as to action in hisofficial capacity and as to action in another capacity while holding suchoffice, and shall continue as to a person who has ceased to be an agent andshall inure to the benefit of the heirs, executors and administrators of such aperson.

 

SECTION 14.  The Corporation may purchase and maintaininsurance on behalf of any person who is or was agent against any liabilityasserted against him and incurred by him in any such capacity, or arising outof his status as such, whether or not the Corporation would have the power toindemnify him against such liability under the provisions of this Article.

 

SECTION 15.  For purposes of this Article, references tothe “Corporation” shall include all constituent corporations absorbed in aconsolidation or merger as well as the resulting or surviving corporation, sothat any person who is or was a director, officer, employee, trustee, or agentof such a constituent corporation or is or was serving at the request of suchconstituent corporation as a director, officer, employee, trustee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseshall stand in the same position under the provisions of this Article withrespect to the resulting or surviving corporation as he would if he had servedthe resulting or surviving corporation in the same capacity.

 

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SECTION 16.  For purposes of this Article, references to“other enterprises” in Sections 7 and 15 shall include employee benefit orstock option plans; references to “fines” shall include any excise taxesassessed on a person with respect to any employee benefit plan; and referencesto “serving at the request of the Corporation” shall include any service as adirector, officer, employee, trustee or agent of the Corporation which imposesduties on, or invoices services by, such director, officer, employee or agentwith respect to any employee benefit or stock option plan, its participants, orbeneficiaries.

 

SECTION 17.  If this Article or any portion thereof shallbe invalidated on any ground by any court of competent jurisdiction, then theCorporation shall nevertheless indemnify each agent as to expenses (includingattorneys’ fees), judgments, fines and amounts paid in settlement with respectto any action, suit, proceeding or investigation, whether civil, criminal oradministrative, and whether internal or external, including a grand juryproceeding and an action or suit brought by or in the right of the Corporation,to the full extent permitted by any applicable portion of this Article thatshall not have been invalidated, or by any other applicable law.

 

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**AMENDMENT TO THE BY-LAWS**

 

**October 14, 1997**

 

On August 8, l997, the Board of Directors unanimouslydecided to amend Section 1, Article III of the By-Laws of Alcide Corporation toreduce the size of the Board of Directors to four members effective October 14,1997.

 

In Lieu of the existing Section 1 of Article III ofthe By-Laws of the Corporation, the following Section 1 is substitutedtherefore:

 

SECTION 1.  The number of directors which shallconstitute the whole board shall be four. The directors shall be elected at the annual meeting of stockholders,except as provided in Section 2 of this Article, and each director electedshall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

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**AMENDMENT TO THE BY-LAWS**

 

**August 20, 1992**

 

In lieu of the existing Section 1 of Article III ofthe By-Laws of the Corporation, the following Section 1 is substitutedtherefor:

 

SECTION 1.  The number of directors which shallconstitute the whole board shall be eight. The directors shall be elected at the annual meeting of stockholders,except as provided in Section 2 of this Article, and each director electedshall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

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**AMENDMENT TO THE BY-LAWS**

 

**February 4, 1992**

 

In lieu of the existing Section 1 of Article III ofthe By-Laws of the Corporation, the following Section 1 is substitutedtherefor:

 

SECTION 1.  The number of directors which shallconstitute the whole Board shall be nine. The directors shall be elected at the annual meeting of stockholders,except as provided in Section 2 of this Article, and each director electedshall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

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**AMENDMENT TO THE BY-LAWS**

 

**November 8, 1991**

 

In lieu of the existing Section 1 of Article III ofthe By-Laws of the Corporation, the following Section 1 is substitutedtherefor:

 

SECTION 1.  The number of directors which shallconstitute the whole Board shall be ten. The directors shall be elected at the annual meeting of stockholders,except as provided in Section 2 of this Article, and each director electedshall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

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**AMENDMENT TO THE BY-LAWS**

 

**August 20, 1991**

 

In lieu of the existing Section 1 of Article III ofthe By-Laws of the Corporation, the following Section 1 is substitutedtherefor:

 

SECTION 1.  The number of directors which shallconstitute the whole Board shall be eleven. The directors shall be elected at the annual meeting of stockholders,except as provided in Section 2 of this Article, and each director electedshall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

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**AMENDMENT TO THE BY-LAWS**

 

**September 13, 1990**

 

In lieu of the existing Section 1 of Article III ofthe By-Laws of the Corporation, the following Section 1 is substitutedtherefor:

 

SECTION 1.  The number of directors which shallconstitute the whole board shall be ten. The directors shall be elected at the annual meeting of stockholders,except as provided in Section 2 of this Article, and each director electedshall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

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**AMENDMENT TO THE BY-LAWS**

 

**July 18, 1989**

 

**Meetingsof Stockholders**

 

In lieu of the existing Section 5 of Article II of theBy-Laws of the Corporation, the following Section 5 is substituted therefor:

 

SECTION 5.  Special meetings of the Stockholders, forany purpose or purposes, unless otherwise prescribed by statute or by theCertificate of Incorporation, may be called by the President and shall be calledby the President or Secretary at the request in writing of a majority of theBoard of Directors, or at the request in writing of Stockholders owning atleast ten (10) percent of the entire capital stock of the Corporation issuedand outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposedmeeting.

 

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**AMENDMENT TO THE BY-LAWS**

 

**October 8, 1987**

 

**Directors**

 

In lieu of the existing Section 1 of Article III ofthe By-Laws of the Corporation, the following Section 1 is substitutedtherefor:

 

SECTION 1.  The number of directors which shallconstitute the whole board shall be nine. The directors shall be elected at the annual meeting of thestockholders, except as provided in Section 2 of this Article, and eachdirector elected shall hold office until his successor is elected andqualified.  Directors need not bestockholders.

 

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**AMENDMENT TO THE BY-LAWS**

 

**November 20, 1986**

 

**Indemnification**

 

In lieu of the existing Section 7 of Article VII ofthe By-Laws of the Corporation, the following Section 7 is substitutedtherefore:

 

SECTION 7.  Except to the extent prohibited by thenapplicable law, the Corporation shall indemnify any person who was or is aparty or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding or investigation, whether civil, criminalor administrative, and whether external or internal to the Corporation, (otherthan a judicial action or suit brought by or in the right of the Corporation)by reason of the fact that he is or was a director, officer, employee or agentof the Corporation, or is or was serving at the request of the Corporation as adirector, officer, employee, trustee or agent of another corporation,partnership, joint venture, trust or other enterprise (all such persons beingreferred to hereafter as an “agent”), against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonablyincurred by him in connection with such action, suit or proceeding.  The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendereor its equivalent, shall not, of itself, create a presumption that the personacted in bad faith or breached his duty of loyalty or engaged in intentionalmisconduct or knowingly violated the law.

 

The following new Sections 8 through 17 are added toArticle VII of the By-Laws of the Corporation:

 

SECTION 8.  Except to the extent prohibited by thenapplicable law, the Corporation shall indemnify any person who was or is aparty or is threatened to be made a party to any threatened, pending orcompleted judicial action or suit brought

 

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by or in the right of the Corporation to procure ajudgment in its favor by reason of the fact that he is or was an agent (asdefined hereinabove in Section 7) against expenses (including attorneys’ fees) judgments,fines and amounts paid in settlement actually and reasonably incurred by him inconnection with such action, suit, proceeding or settlement thereof.

 

SECTION 9.  Any indemnification under Section 7 or 8hereinabove (unless ordered by a court) shall be made by the Corporation unlessa determination is reasonably and promptly made (i) by the board by a majorityvote of a quorum consisting of directors who were not parties to such action,suit or proceeding, or (ii) if such a quorum is not obtainable, or, even ifobtainable, if a quorum of disinterested directors so directs, by legal counselin a written opinion that such person acted in bad faith or breached his dutyof loyalty or engaged in intentional misconduct or knowingly violated the law.

 

SECTION 10.  Notwithstanding the other provisions of thisArticle, to the extent that an agent has been successful on the merits orotherwise, including the dismissal of an action without prejudice or thesettlement of an action without admission of liability, in defense of anyproceeding or in defense of any claim, issue or matter therein, such agentshall be indemnified against all expenses incurred in connection therewith.

 

SECTION 11.  Except as limited by Section 12 of thisArticle, expenses incurred in any action, suit, proceeding or investigationshall be paid by the Corporation in advance of the final disposition of suchmatter, if the agent shall undertake to repay such amount in the event that itis ultimately determined, as provided herein, that such person is not entitledto indemnification.  Notwithstanding theforegoing, no advance shall be made by the Corporation if a determination isreasonably and promptly made by the board of directors by a majority vote of aquorum of disinterested directors, or (if such a quorum is not obtainable or,even if obtainable, a quorum of disinterested directors so directs) by legalcounsel in a written opinion, that, based upon the facts known to the board orcounsel at the time such determination is made, such person acted in bad faithor breached his duty of loyalty or engaged in intentional misconduct orknowingly violated the law.

 

SECTION 12.  Any indemnification under Sections 7, 8, 9and 10 or advance under Section 11 of this Article, shall be made promptly, andin any event within forty-five (45) days, upon the written request of theagent, unless with respect to applications under Sections 9 and

 

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11, a determination is reasonably and promptly made bythe board of directors by a majority vote of a quorum of disinteresteddirectors that such agent acted in a manner set forth in such Sections as tojustify the Corporation’s not indemnifying or making an advance to theagent.  In the event no quorum ofdisinterested directors is obtainable, the board of directors shall promptlydirect that legal counsel decide whether the agent acted in the manner setforth in such Sections as to justify the Corporation’s not indemnifying ormaking an advance to the agent.  The rightto indemnification or advances as granted by this Article shall be enforceableby the agent in any court of competent jurisdiction, if the board or legalcounsel denies the claim, in whole or in part, or if no disposition of suchclaim is made within forty-five (45) days. The agent’s expenses incurred in connection with successfullyestablishing his right to indemnification, in whole or in part, in any suchproceeding shall also be indemnified by the Corporation.

 

SECTION 13.  The indemnification provided by this Articleshall not be deemed exclusive of any other rights to which an agent seekingindemnification may be entitled under the law, any by-laws, agreement, vote ofstockholders or disinterested directors or otherwise, both as to action in hisofficial capacity and as to action in another capacity while holding suchoffice, and shall continue as to a person who has ceased to be an agent andshall inure to the benefit of the heirs, executors and administrators of such aperson.

 

SECTION 14.  The Corporation may purchase and maintaininsurance on behalf of any person who is or was agent against any liabilityasserted against him and incurred by him in any such capacity, or arising outof his status as such, whether or not the Corporation would have the power toindemnify him against such liability under the provisions of this Article.

 

SECTION 15.  For purposes of this Article, references tothe “Corporation” shall include all constituent corporations absorbed in aconsolidation or merger as well as the resulting or surviving corporation, sothat any person who is or was a director, officer, employee, trustee, or agentof such a constituent corporation or is or was serving at the request of suchconstituent corporation as a director, officer, employee, trustee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseshall stand in the same position under the provisions of this Article withrespect to the resulting or surviving corporation as he would if he had servedthe resulting or surviving corporation in the same capacity.

 

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SECTION 16.  For purposes of this Article, references to“other enterprises” in Sections 7 and 15 shall include employee benefit orstock option plans; references to “fines” shall include any excise taxesassessed on a person with respect to any employee benefit plan; and referencesto “serving at the request of the Corporation” shall include any service as adirector, officer, employee, trustee or agent of the Corporation which imposesduties on, or invoices services by, such director, officer, employee or agentwith respect to any employee benefit or stock option plan, its participants, orbeneficiaries.

 

SECTION 17.  If this Article or any portion thereof shallbe invalidated on any ground by any court of competent jurisdiction, then theCorporation shall nevertheless indemnify each agent as to expenses (includingattorneys’ fees), judgments, fines and amounts paid in settlement with respectto any action, suit, proceeding or investigation, whether civil, criminal oradministrative, and whether internal or external, including a grand juryproceeding and an action or suit brought by or in the right of the Corporation,to the full extent permitted by any applicable portion of this Article thatshall not have been invalidated, or by any other applicable law.

 

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**AMENDMENT TO THE BY-LAWS**

 

**October 8, 1987**

 

**Directors**

 

In lieu of the existing Section 1 of Article II of theBy-Laws of the Corporation, the following Section 1 is substituted therefor:

 

SECTION 1.  The number of directors which shallconstitute the whole board shall be nine. The directors shall be elected at the annual meeting of the stockholders,except as provided in Section 2 of this Article, and each director electedshall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

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**AMENDMENT TO THE BY LAWS**

** **

**July 18, 1989**

** **

**Meetingsof Stockholders**

 

In lieu of the existing Section 5 of Article II of theBy-Laws of the Corporation, the following Section 5 is substituted therefor:

 

SECTION 5.  Special meetings of the Stockholders, forany purpose or purposes, unless otherwise prescribed by statute or by theCertificate of Incorporation, may be called by the President and shall becalled by the President or**Secretary at the request in writing of amajority of the Board of Directors, or at the request in writing ofStockholders owning at least ten (10) percent of the entire capital stock ofthe Corporation issued and outstanding and entitled to vote.  Such request shall state the purpose orpurposes of the proposed meeting.

 

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**AMENDMENT TO THE BY-LAWS**

** **

**September 13, 1990**

 

In lieu of the existing Section 1 of Article III ofthe By-Laws of the Corporation, the following Section 1 is substitutedtherefor:

 

SECTION 1.  The number of directors which shallconstitute the whole board shall be ten. The directors shall be elected at the annual meeting of stockholders,except as provided in Section 2 of this Article, and each director electedshall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

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**AMENDMENT TO THE BY-LAWS**

** **

**August 20, 1991**

 

In lieu of the existing Section 1 of Article III ofthe By-Laws of the Corporation, the following Section 1 is substitutedtherefor:

 

SECTION 1.  The number of directors which shallconstitute the whole board shall be eleven. The directors shall be elected at the annual meeting of stockholders,except as provided in Section 2 of this Article, and each director electedshall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

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**AMENDMENT TO THE BY-LAWS**

** **

**November 8, 1991**

 

In lieu of the existing Section 1 of Article III ofthe By-Laws of the Corporation, the following Section 1 is substitutedtherefor:

 

SECTION 1.  The number of directors which shallconstitute the whole Board shall be ten. The directors shall be elected at the annual meeting of stockholders,except as provided in Section 2 of this Article, and each director electedshall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

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**AMENDMENT TO THE BY-LAWS**

** **

**February4, 1992**

 

In lieu of the existing Section 1 of Article III ofthe By-Laws of the Corporation, the following Section 1 is substitutedtherefor:

 

SECTION 1.  The number of directors which shallconstitute the whole Board shall be nine. The directors shall be elected at the annual meeting of stockholders,except as provided in Section 2 of this Article, and each director electedshall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

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**AMENDMENT TO THE BY-LAWS**

** **

**August20, 1992**

 

In lieu of the existing Section 1 of Article III ofthe By-Laws of the Corporation, the following Section 1 is substitutedtherefor:

 

SECTION 1.  The number of directors which shallconstitute the whole board shall be eight. The directors shall be elected at the annual meeting of stockholders,except as provided in Section 2 of this Article, and each director electedshall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

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