**Exhibit3.2**

 

**AMENDED AND RESTATED BYLAWS**

 

**OF**

 

**ON STAGEENTERTAINMENT, INC.**

**(aNevada Corporation)**

 

----

 

AMENDED ANDRESTATED BY-LAWS

OF ON STAGE ENTERTAINMENT, INC.

 

TABLE OF CONTENTS

 
| ARTICLE I - STOCKHOLDERS |
|--------------------------|
|                     | SECTION  1.1. Place of Stockholders’ Meetings |
|                     | SECTION  1.2. Day and Time of Annual Meetings of Stockholders |
|                     | SECTION  1.3. Purposes of Annual Meetings |
|                     | SECTION  1.4. Special Meetings of Stockholders |
|                     | SECTION  1.5. Notice of Meetings of Stockholders |
|                     | SECTION 1.6.  Quorum of Stockholders |
|                     | SECTION  1.7. Chairman and Secretary of Meeting |
|                     | SECTION 1.8.  Voting by Stockholders |
|                     | SECTION  1.9. Proxies |
|                     | SECTION 1.10 .Inspectors |
|                     | SECTION 1.11.  List of Stockholders |
|                     | SECTION 1.12.  Confidential Voting |
|                     | SECTION 1.13.  No Action by Written Consent |
|                     |
| ARTICLE II - DIRECTORS   |
|                     | SECTION 2.1. Powers  of Directors |
|                     | SECTION  2.2. Number, Method of Election, Terms of Office of Directors |
|                     | SECTION 2.3. Term of Office |
|                     | SECTION 2.4. Vacancies  on Board |
|                     | SECTION 2.5.  Meetings of the Board |
|                     | SECTION 2.6. Quorum and  Action |
|                     | SECTION  2.7. Presiding Officer and Secretary of Meeting |
|                     | SECTION  2.8. Action by Consent without Meeting |
|                     | SECTION 2.9. Standing  Committees |
|                     | SECTION 2.10. Other  Committees |
|                     | SECTION 2.11.  Compensation of Directors |
|                     |
| ARTICLE III - OFFICERS   |
|                     | SECTION  3.1. Officers, Titles, Elections, Terms |
|                     | SECTION 3.2.  General Powers of Officers |
|                     | SECTION  3.3. Powers and Duties of the Chairman |
|                     | SECTION  3.4. Powers and  Duties of the President |
|                     | SECTION  3.5. Powers and Duties of Executive Vice Presidents, Senior Vice Presidents  and Vice Presidents |
|                     | SECTION  3.6. Powers and Duties of the Chief Financial Officer |
|                     | SECTION  3.7. Powers and Duties of the Treasurer |
|                     | SECTION  3.8. Powers and Duties of the Secretary |

 

----

 
| ARTICLE IV - INDEMNIFICATION                     |
|--------------------------------------------------|
|                                             | SECTION  4.1.   (a)   Right to Indemnification |
|                                             | SECTION  4.2. Insurance, Contracts and Funding |
|                                             | SECTION  4.3. Indemnification; Not Exclusive Right |
|                                             | SECTION  4.4. Advancement of Expenses; Procedures; Presumptions and Effect of Certain  Proceedings; Remedies |
|                                             | SECTION  4.5. Indemnification of Employees and Agents |
|                                             | SECTION 4.6. Severability |
|                                             |   |
| ARTICLE V - CAPITAL STOCK                        |
|                                             | SECTION 5.1. Stock  Certificates |
|                                             | SECTION 5.2. Record  Ownership |
|                                             | SECTION  5.3. Transfer of Record Ownership |
|                                             | SECTION  5.4. Lost, Stolen or Destroyed Certificates |
|                                             | SECTION  5.5. Transfer Agent; Registrar; Rules Respecting Certificates |
|                                             | SECTION  5.6. Fixing Record Date for Determination of Stockholders of Record |
|                                             |   |
| ARTICLE VI - SECURITIES HELD BY THE  CORPORATION |
|                                             | SECTION  6.1. Voting |
|                                             | SECTION  6.2. General Authorization to Transfer Securities Held by the Corporation |
|                                             |   |
| ARTICLE VII - DEPOSITARIES AND SIGNATORIES       |
|                                             | SECTION 7.1. Depositaries |
|                                             | SECTION 7.2. Signatories |
|                                             |   |
| ARTICLE  VIII - SEAL                             |
|                                             |   |
| ARTICLE IX - FISCAL YEAR                         |
|                                             |   |
| ARTICLE X - WAIVER OF OR DISPENSING WITH  NOTICE |
|                                             |   |
| ARTICLE XI - AMENDMENT OF BY-LAWS                |
|                                             |   |
| ARTICLE XII - OFFICES AND AGENT                  |

 

----

 

AMENDED ANDRESTATED

 

B Y L A W S

 

OF

 

ON STAGEENTERTAINMENT (A NEVADA CORPORATION)

 

 

**ARTICLE I**

**STOCKHOLDERS**

 

SECTION 1.1.        Placeof Stockholders’ Meetings.  All meetings of the stockholders of the Corporation shall be heldat such place or places, within or outside the state of Nevada, as may be fixedby the Corporation’s Board of Directors (the “Board”, and each member thereof a“Director”) from time to time or as shall be specified in the respectivenotices thereof.

 

SECTION 1I.2.      Dayand Time of Annual Meetings of Stockholders.  An annual meeting of stockholders shall beheld at such place (within or outside the state of Nevada), date and hour asshall be determined by the Board and designated in the notice thereof.  Failure to hold an annual meeting ofstockholders at such designated time shall not affect otherwise valid corporateacts or work a forfeiture or dissolution of the Corporation.

 

SECTION 1.3.        Purposes of Annual Meetings.    At each annual meeting, the stockholdersshall elect the members of the Board for the succeeding year.  At any such annual meeting any businessproperly brought before the meeting may be transacted.  To be properly brought before an annualmeeting, business must be (i) specified in the notice of the meeting (or anysupplement thereto) given by or at the direction of the Board, (ii) otherwiseproperly brought before the meeting by or at the direction of the Board or(iii) otherwise properly brought before the meeting by a stockholder.  For business to be properly brought beforean annual meeting by a stockholder, the stockholder must have given writtennotice thereof, either by personal delivery or by United States mail, postageprepaid, to the Secretary, not later than 90 days in advance of the anniversarydate of the immediately preceding annual meeting.  Any such notice shall set forth as to each matter the stockholderproposes to bring before the annual meeting (a) a brief description of thebusiness desired to be brought before the meeting and the reasons forconducting such business at the meeting and in the event that such businessincludes a proposal to amend either the Articles of Incorporation or By-laws ofthe Corporation, the language of the proposed amendment, (b) the name andaddress of the stockholder proposing such business, (c) a representation thatthe stockholder is a holder of record of stock of the Corporation entitled tovote at such meeting and intends to appear in person or by proxy at the meetingto propose such business, and (d) any material interest of the stockholder insuch business.  No business shall beconducted at an annual meeting of stockholders except in accordance with thisSection 1.3, and

 

----

 

the chairman of anyannual meeting of stockholders may refuse to permit any business to be broughtbefore an annual meeting without compliance with the foregoing procedures.  Notwithstanding the foregoing provisions, ifthe Corporation becomes a publicly held corporation, a stockholder shall alsocomply with all applicable requirements of the Securities Exchange Act of 1934and the rules and regulations thereunder with respect to any matters to bebrought before a meeting of stockholders.

 

SECTION 1.4.        Special Meetings of Stockholders.  Except as otherwise expressly required byapplicable law, special meetings of the stockholders or of any class or seriesentitled to vote may be called for any purpose or purposes by the Chairman,President, stockholders holding at least 10% or more of the outstanding stockentitled to vote at a stockholders meeting, or by a majority vote of the entireBoard, to be held at such place (within or outside the state of Nevada), dateand hour as shall be determined by the Board and designated in the noticethereof.  Only such business as isspecified in the notice of any special meeting of the stockholders shall comebefore such meeting.

 

SECTION 1.5.        Noticeof Meetings of Stockholders.  Except as otherwise expressly required or permitted by applicablelaw, not less than ten days nor more than sixty days before the date of everystockholders’ meeting the Secretary shall give to each stockholder of recordentitled to vote at such meeting written notice stating the place, day and timeof the meeting and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called.  Except asprovided in Section 1.6(d) or as otherwise expressly required by applicablelaw, notice of any adjourned meeting of stockholders need not be given if thetime and place thereof are announced at the meeting at which the adjournment istaken.  Any notice, if mailed, shall bedeemed to be given when deposited in the United States mail, postage prepaid,addressed to the stockholder at the address for notices to such stockholder asit appears on the records of the Corporation.

 

SECTION 1.6.        Quorumof Stockholders.

 

(a)           Unless otherwise expressly requiredby applicable law, at any meeting of the stockholders, the presence in personor by proxy of stockholders entitled to cast a majority of votes thereat shallconstitute a quorum for the entire meeting, notwithstanding the withdrawal ofstockholders entitled to cast a sufficient number of votes in person or byproxy to reduce the number of votes represented at the meeting below aquorum.  Shares of the Corporation’sstock belonging to the Corporation or to another corporation, if a majority ofthe shares entitled to vote in an election of the directors of such othercorporation is held by the Corporation, shall neither be counted for thepurpose of determining the presence of a quorum nor entitled to vote at anymeeting of the stockholders.

 

(b)           At any meeting of the stockholders atwhich a quorum shall be present, a majority of those present in person or byproxy may adjourn the meeting from time to time without notice other thanannouncement at the meeting.  In theabsence of a quorum, the officer presiding thereat shall have power to adjournthe meeting from time to time until a quorum shall be present.  Notice of any adjourned meeting other thanannouncement at the meeting shall not be

 

2

----

 

required to be given,except as provided in Section 1.6(d) below and except where expressly requiredby applicable law.

 

(c)           At any adjourned meeting at which aquorum shall be present, any business may be transacted which might have beentransacted at the meeting originally called, but only those stockholdersentitled to vote at the meeting as originally noticed shall be entitled to voteat any adjournment or adjournments thereof unless a new record date is fixed bythe Board.

 

(d)           If an adjournment is for more thanthirty days, or if after the adjournment a new record date is fixed for theadjourned meeting, a notice of the adjourned meeting shall be given in themanner specified in Section 1.5 to each stockholder of record entitled to voteat the meeting.

 

SECTION 1.7.        Chairman and Secretary of Meeting.  The Chairman or, in his or her absence,another officer of the Corporation designated by the Chairman, shall preside atmeetings of the stockholders.  TheSecretary shall act as secretary of the meeting, or in the absence of theSecretary, an Assistant Secretary shall so act, or if neither is present, thenthe presiding officer may appoint a person to act as secretary of the meeting.

 

SECTION 1.8.        Votingby Stockholders.

 

(a)           Except as otherwise expresslyrequired by applicable law, at every meeting of the stockholders eachstockholder shall be entitled to the number of votes specified in the Articlesof Incorporation, in person or by proxy, for each share of stock standing inhis or her name on the books of the Corporation on the date fixed pursuant tothe provisions of Section 5.6 of these By-laws as the record date for thedetermination of the stockholders who shall be entitled to receive notice ofand to vote at such meeting.

 

(b)           When a quorum is present at anymeeting of the stockholders, all questions shall be decided by the vote of amajority in voting power of the stockholders present in person or by proxy andentitled to vote at such meeting, unless a question is one upon which byexpress provision of law, the Articles of Incorporation or these By-laws, adifferent vote is required, in which case such express provision shall governand control the decision of such question.

 

(c)           Except as required by applicable law,the vote at any meeting of stockholders on any question need not be by ballot,unless so directed by the chairman of the meeting.  On a vote by ballot, each ballot shall be signed by thestockholder voting, or by his or her proxy, if there be such proxy, and shallstate the number of shares voted.

 

SECTION 1.9.        Proxies.  Any stockholder entitled to vote at anymeeting of stockholders may vote either in person or by his or herattorney-in-fact.  Every proxy shall bein writing and shall be subscribed by the stockholder or his or her dulyauthorized attorney-in-fact, but need not be sealed, witnessed or acknowledged.

 

3

----

 

SECTION 1.10.      Inspectors.

 

(a)           The election of Directors and anyother vote by ballot at any meeting of the stockholders shall be supervised byat least two inspectors.  Suchinspectors may be appointed by the Chairman before or at the meeting.  If the Chairman shall not have so appointedsuch inspectors or if one or both inspectors so appointed shall refuse to serveor shall not be present, such appointment shall be made by the officerpresiding at the meeting.  Eachinspector, before entering upon the discharge of his or her duties, shall takeand sign an oath faithfully to execute the duties of inspector with strictimpartiality and according to the best of his or her ability.

 

(b)           The inspectors shall (i) ascertainthe number of shares of the Corporation outstanding and the voting power ofeach, (ii) determine the shares represented at any meeting of stockholders andthe validity of the proxies and ballots, (iii) count all proxies and ballots,(iv) determine and retain for a reasonable period a record of the dispositionof any challenges made to any determination by the inspectors, and (v) certifytheir determination of the number of shares represented at the meeting, andtheir count of all proxies and ballots. The inspectors may appoint or retainother persons or entities to assist the inspectors in the performance of theduties of the inspectors.

 

SECTION 1.11.      Listof Stockholders.

 

(a)           At least ten days before everymeeting of stockholders, the Secretary shall cause to be prepared and made acomplete list of the stockholders entitled to vote at the meeting, arranged inalphabetical order and showing the address of each stockholder and the numberof shares registered in the name of each stockholder.

 

(b)           During ordinary business hours for aperiod of at least ten days prior to the meeting, such list shall be open toexamination by any stockholder for any purpose germane to the meeting, eitherat a place within the city where the meeting is to be held, which place shallbe specified in the notice of the meeting, or if not so specified, at theCorporation’s registered office.

 

(c)           The list shall also be produced andkept at the time and place of the meeting during the whole time of the meeting,and it may be inspected by any stockholder who is present.

 

(d)           The stock ledger shall be the onlyevidence as to who are the stockholders entitled to examine the stock ledger,the list required by this Section 1.11 or the books of the Corporation, or tovote in person or by proxy at any meeting of stockholders.

 

SECTION 1.12.      ConfidentialVoting.

 

(a)           Proxies and ballots that identify thevotes of specific stockholders shall be kept in confidence by the tabulatorsand the inspectors of election unless (i) there is an opposing solicitationwith respect to the election or removal of Directors, (ii) disclosure isrequired by applicable law, (iii) a stockholder expressly requests or otherwiseauthorizes disclosure, or (iv) the Corporation concludes in good faith that abona fide dispute exists as to the authenticity of

 

4

----

 

one or more proxies,ballots or votes, or as to the accuracy of any tabulation of such proxies,ballots or votes.

 

(b)           The tabulators and inspectors ofelection and any authorized agents or other persons engaged in the receipt,count and tabulation of proxies and ballots shall be advised of this By-law andinstructed to comply herewith.

 

(c)           The inspectors of election shallcertify, to the best of their knowledge based on due inquiry, that proxies andballots have been kept in confidence as required by this Section 1.12.

 

SECTION 1.13.      NoAction by Written Consent.  Any action required or permitted to be taken by the stockholdersof the Corporation must be effected at a duly called annual or specialstockholders’ meeting and may not be effected by consent in writing by suchstockholders.

 

**ARTICLE II**

**DIRECTORS**

 

SECTION 2.1.        Powersof Directors.  Thebusiness and affairs of the Corporation shall be managed by or under thedirection of the Board, which may exercise all the powers of the Corporationexcept such as are by applicable law, the Articles of Incorporation or theseBy-laws required to be exercised or performed by the stockholders.

 

SECTION 2.2.        Numberand Method of Election. The number of Directors which shall constitute the whole Board shall besuch as from time to time shall be determined by resolution adopted by amajority of the entire Board, but the number shall not be less than seven normore than twenty-five, provided that the tenure of a Director shall not beaffected by any decrease in the number of Directors so made by the Board.  Directors need not be stockholders of theCorporation or citizens of the United States of America.

 

Nominations of personsfor election as Directors may be made by the Board or by any stockholderentitled to vote for the election of Directors.  Any stockholder entitled to vote for the election of Directorsmay nominate a person or persons for election as Directors only if writtennotice of such stockholder’s intent to make such nomination is given inaccordance with the procedures for bringing business before the meeting setforth in Section 1.3 of these By-laws, either by personal delivery or by UnitedStates mail, postage prepaid, to the Secretary not later than (i) with respectto an election to be held at an annual meeting of stockholders, 90 days inadvance of the anniversary date of the immediately preceding annual meeting and(ii) with respect to an election to be held at a special meeting ofstockholders for the election of Directors, the close of business on theseventh day following the date on which notice of such meeting is first givento stockholders.  Each such notice shallset forth: (a) the name and address of the stockholder who intends to make thenomination and of the person or persons to be nominated; (b) a representationthat the stockholder is a holder of record of stock of the Corporation entitled

 

5

----

 

to vote at such meetingand intends to appear in person or by proxy at the meeting to nominate theperson or persons specified in the notice; (c) a description of allarrangements or understandings between the stockholder and each nominee and anyother person or persons (naming such person or persons) pursuant to which thenomination or nominations are to be made by the stockholder; (d) such otherinformation regarding each nominee proposed by such stockholder as would havebeen required to be included in a proxy statement filed pursuant to the proxyrules of the Securities and Exchange Commission had each nominee beennominated, or intended to be nominated, by the Board; and (e) the consent ofeach nominee to serve as a Director if so elected.  The chairman of any meeting of stockholders to elect Directorsand the Board may refuse to acknowledge the nomination of any person not madein compliance with the foregoing procedure.

 

At each meeting of thestockholders for the election of Directors at which a quorum is present, thepersons receiving the greatest number of votes, up to the number of Directorsto be elected, shall be the Directors.

 

SECTION 2.3.        Termof Office.

 

(a)           The board of directors shall bedivided into three classes, which shall be as nearly equal in number aspossible.  Directors of each class shallserve for a term of three years and until their successors shall have beenelected and qualified, except in the event of death, resignation orremoval.  The three initial classes ofdirectors shall be comprised as follows:

 

(1)           Class I shall be comprised ofdirectors who shall serve until the annual meeting of stockholders in 1998 anduntil their successors shall have been elected and qualified.

 

(2)           Class II shall be comprised ofdirectors who shall serve until the annual meeting of stockholders in 1999 anduntil their successors shall have been elected and qualified.

 

(3)           Class III shall be comprised ofdirectors who shall serve until the annual meeting of stockholders in 2000 anduntil their successors shall have been elected and qualified.

 

SECTION 2.4.        Vacancieson Board.

 

(a)           Any Director may resign from officeat any time by delivering a written resignation to the Chairman or theSecretary.  The resignation will takeeffect at the time specified therein, or, if no time is specified, at the timeof its receipt by the Corporation.  Theacceptance of a resignation shall not be necessary to make it effective, unlessexpressly so provided in the resignation.

 

(b)           Any Director may be removed formoffice without cause by the vote of

 

6

----

 

stockholders representinga majority of the issued and outstanding stock entitled to voting power at ameeting duly called for that purpose at any time.

 

(c)           Any vacancy and any newly createdDirectorship resulting from any increase in the authorized number of Directorsmay be filled by vote of a majority of the Directors then in office, thoughless than a quorum, and any Director so chosen shall hold office until the nextannual election of Directors by the stockholders and until a successor is dulyelected and qualified or until his or her earlier death, retirement,resignation or removal.  If there are noDirectors in office, then an election of Directors may be held in the mannerprovided by applicable law.

 

SECTION 2.5.        Meetingsof the Board.

 

(a)           The Board may hold its meetings, bothregular and special, either within or outside the state of Nevada, at suchplaces as from time to time may be determined by the Board or as may bedesignated in the respective notices or waivers of notice thereof.

 

(b)           Regular meetings of the Board ofDirectors shall be held quarterly, with one meeting as soon as practicablefollowing the annual meeting of the shareholders, at the place where suchmeeting of the shareholders is held or at such other place and time asdetermined by the Board of Directors in office after the annual meeting ofshareholders may designate.  At theBoard of Directors meeting that takes place immediately after the annualmeeting of the shareholders, the Board of Directors shall elect officers of theCorporation.  In addition to suchregular meetings, the Board of Directors shall have the power to fix byresolution the place and time of other regular meetings of the Board.

 

(c)           The first meeting of each newlyelected Board shall be held as soon as practicable after the annual meeting ofthe stockholders and shall be for the election of officers and the transactionof such other business as may come before it.

 

(d)           Special meetings of the Board shallbe held whenever called by direction of the Chairman or at the request ofDirectors constituting one-third of the number of Directors then in office.

 

(e)           Members of the Board or any Committeeof the Board may participate in a meeting of the Board or Committee, as thecase may be, by means of conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can heareach other, and such participation shall constitute presence in person at suchmeeting.

 

(f)            The Secretary, or an AssistantSecretary designated by the Secretary, shall give notice to each Director ofany meeting of the Board by mailing the same at least five days before themeeting or by faxing or delivering the same not later than the day before themeeting.  Such notice need not include astatement of the business to be transacted at, or the purpose of, any suchmeeting.  Any and all business may betransacted at any meeting of the Board. No notice of

 

7

----

 

any adjourned meetingneed be given.  No notice to or waiverby any Director shall be required with respect to any meeting at which theDirector is present.

 

SECTION 2.6.        Quorumand Action. Except as otherwise expressly required by applicable law, the Articlesof Incorporation or these By-laws, at any meeting of the Board, the presence ofat least a majority of the entire Board shall constitute a quorum for thetransaction of business; but if there shall be less than a quorum at anymeeting of the Board, a majority of those present may adjourn the meeting fromtime to time. Unless otherwise provided by applicable law, the Articles ofIncorporation or these By-laws, the vote of a majority of the Directors present(and not abstaining) at any meeting at which a quorum is present shall benecessary for the approval and adoption of any resolution or the approval ofany act of the Board.

 

SECTION 2.7.        Presiding Officer and Secretary ofMeeting.  TheChairman or, in the absence of the Chairman, a member of the Board selected bythe members present, shall preside at meetings of the Board.  The Secretary, or an Assistant Secretarydesignated by the Secretary, shall act as secretary of the meeting, but in theabsence of the Secretary, or an Assistant Secretary designated by theSecretary, the presiding officer may appoint a secretary of the meeting.

 

SECTION 2.8.        Action by Consent without Meeting.  Any action required or permitted to be takenat any meeting of the Board or of any Committee thereof may be taken without ameeting if all members of the Board or Committee, as the case may be, consentthereto in writing and the writing or writings are filed with the minutes ofproceedings of the Board or the Committee.

 

SECTION 2.9.        StandingCommittees.  Byresolution adopted by a majority of the entire Board, the Board shall elect,from among its members, individuals to serve on the Standing Committeesestablished by this Section 2.9.  EachStanding Committee shall be comprised of such number of Directors, not lessthan two, as shall be elected to such Committee, provided that no officer oremployee of the Corporation shall be eligible to serve on the Audit,Compensation or Nominating Committees and provided further that no officer oremployee of the Corporation, other than the Chairman and the President, shallbe eligible to serve on the Executive Committee.  Each Committee shall keep a record of all its proceedings andreport the same to the Executive Committee and/or the Board.  A majority of the members of a Committee,but not less than two, shall constitute a quorum, and the act of a majority ofthe members of a Committee present at any meeting at which a quorum is presentshall be the act of the Committee.  EachStanding Committee shall meet at the call of its chairman or any two of itsmembers.  The chairman of any Committeeshall preside, when present, at all meetings of such Committee, and shall havesuch powers and perform such duties as the Board may from time to timeprescribe.  The Standing Committees ofthe Board, and functions of each, are as follows:

 

(a)           Executive Committee.  The Executive Committee shall, during theintervals between the meetings of the Board, possess and exercise all of thepowers of the Board in the management of the business and affairs of theCorporation, except as otherwise provided by applicable law, the Articles ofIncorporation or these By-laws.

 

8

----

 

(b)           Compensation Committee.  The Compensation Committee shall exercisethe power of oversight of the compensation and benefits of the employees of theCorporation, and shall be charged with evaluating management performance, andestablishing executive compensation.

 

(c)           Audit Committee.  The Audit Committee shall recommend theselection of the independent auditors for the Corporation, confirm the scope ofaudits to be performed by such auditors, review audit results and internalaccounting and control procedures and policies, review the fees paid to theCorporation’s independent auditors, and review and recommend the approval ofthe audited financial statements of the Corporation and the annual reports tostockholders.

 

(d)           Nominating Committee.  The Nominating Committee shall makerecommendations as to the organization, size and composition of the Board andCommittees thereof, select candidates for election to the Board and theCommittees thereof, and consider the qualifications, compensation andretirement of Directors.

 

SECTION 2.10.      OtherCommittees.  Byresolution passed by a majority of the entire Board, the Board may also appointfrom among its members such other Committees, Standing or otherwise, as it mayfrom time to time deem desirable and may delegate to such Committees suchpowers of the Board as it may consider appropriate, consistent with applicablelaw, the Articles of Incorporation and these By-laws.

 

SECTION 2.11.      Compensation of Directors.  Unless otherwise restricted by the Articlesof Incorporation or these By–laws, Directors shall receive for theirservices on the Board or any Committee thereof such compensation and benefits,including the granting of options, together with expenses, if any, as the Boardmay from time to time determine.  TheDirectors may be paid a fixed sum for attendance at each meeting of the Boardor Committee thereof and/or a stated annual sum as a Director, together withexpenses, if any, of attendance at each meeting of the Board or Committeethereof.  Nothing herein contained shallbe construed to preclude any Director from serving the Corporation in any othercapacity and receiving compensation therefor.

 

**ARTICLE III**

**OFFICERS**

 

SECTION 3.1.        Officers,Titles, Elections, Terms.

 

(a)           The Board may from time to time electa Chairman, a President, one or more Executive Vice Presidents, one or moreSenior Vice Presidents, one or more Vice Presidents, a Chief Financial Officer,a Controller, a Treasurer, a Secretary, a General Counsel, one or moreAssistant Controllers, one or more Assistant Treasurers, one or more AssistantSecretaries, and

 

9

----

 

one or more AssistantGeneral Counsels, to serve at the pleasure of the Board or otherwise as shallbe specified by the Board at the time of such election and until theirsuccessors are elected and qualified or until their earlier death, retirement,resignation or removal.

 

(b)           The Board may elect or appoint at anytime such other officers or agents with such duties as it may deem necessary ordesirable.  Such other officers oragents shall serve at the pleasure of the Board or otherwise as shall bespecified by the Board at the time of such election or appointment and, in thecase of such other officers, until their successors are elected and qualifiedor until their earlier death, retirement, resignation or removal.  Each such officer or agent shall have suchauthority and shall perform such duties as may be provided herein or as theBoard may prescribe.  The Board may fromtime to time authorize any officer or agent to appoint and remove any othersuch officer or agent and to prescribe such person’s authority and duties.

 

(c)           Any vacancy in any office may befilled for the unexpired portion of the term by the Board.  Each officer elected or appointed during theyear shall hold office until the next annual meeting of the Board at whichofficers are regularly elected or appointed and until his or her successor iselected or appointed and qualified or until his or her earlier death,retirement, resignation or removal.

 

(d)           Any officer or agent elected orappointed by the Board may be removed at any time by the affirmative vote of amajority of the entire Board.

 

(e)           Any officer may resign from office atany time.  Such resignation shall bemade in writing and given to the President or the Secretary. Any suchresignation shall take effect at the time specified therein, or, if no time isspecified, at the time of its receipt by the Corporation.  The acceptance of a resignation shall not benecessary to make it effective, unless expressly so provided in theresignation.

 

SECTION 3.2.        General Powers of Officers.  Except as may be otherwise provided byapplicable law or in Article VI or Article VII of these By-laws, theChairman, the President, any Executive Vice President, any Senior VicePresident, any Vice President, the Chief Financial Officer, the GeneralCounsel, the Controller, the Treasurer and the Secretary, or any of them, may(i) execute and deliver in the name of the Corporation, in the name of anyDivision of the Corporation or in both names any agreement, contract,instrument, power of attorney or other document pertaining to the business oraffairs of the Corporation or any Division of the Corporation, includingwithout limitation agreements or contracts with any government or governmentaldepartment, agency or instrumentality, and (ii) delegate to any employee oragent the power to execute and deliver any such agreement, contract,instrument, power of attorney or other document.

 

SECTION 3.3.        Powersand Duties of the Chairman.  The Chairman, if there is one, shall be the chief executiveofficer of the Corporation and shall report directly to the Board. Except insuch instances as the Board may confer powers in particular transactions uponany other officer, and subject to the control and direction of the Board, theChairman shall be

 

10

----

 

responsible for thegeneral management of the affairs of the Corporation and shall perform allduties incidental to his office which may be required by law and all such otherduties as are properly required of him by the board of Directors.  He or she may do and perform all acts onbehalf of the Corporation and shall preside at meetings of the Board and thestockholders.

 

SECTION 3.4.        Powersand Duties of the President.  The President shall have such powers and perform such duties asthe Board or the Chairman may from time to time prescribe or as may beprescribed in these By-laws.  ThePresident shall act in a general executive capacity and shall assist theChairman of the Board in the administration and operation of the Corporation’sbusiness and general supervision of its policies and affairs.  The President shall, in the absence of orbecause of the inability to act of the Chairman of the Board, perform allduties of the Chairman of the Board and preside at all meetings of stockholdersand of the Board of Directors.

 

SECTION 3.5.        Powersand Duties of Executive Vice Presidents, Senior Vice Presidents and VicePresidents. Executive Vice Presidents, Senior Vice Presidents and Vice Presidentsshall have such powers and perform such duties as the Board or the Presidentmay from time to time prescribe or as may be prescribed in these By-laws.

 

SECTION 3.6.        Powersand Duties of the Chief Financial Officer.  The Chief Financial Officer shall assist thePresident in the general supervision of the Corporation’s financial policiesand affairs and shall have such powers and perform such duties as the Board orthe President may from time to time prescribe or as may be prescribed in theseBy-laws.

 

SECTION 3.7.        Powersand Duties of the Treasurer.

 

The Treasurer shallexercise general supervision over the receipt, custody and disbursement ofcorporate funds.  The Treasurer shallcause the funds of the Corporation to be deposited in such banks as may beauthorized by the Board of Directors, or in such banks as may be authorized bythe Board of Directors, or in such banks as may be designated as depositariesin the manner provided by resolution of the Board of Directors.  He shall have such further powers and dutiesand shall be subject to such directions as may be granted or imposed upon himfrom time to time by the Board of Directors, the Chairman of the Board or thePresident.

 

SECTION 3.8.        Powersand Duties of the Secretary.

 

The Secretary shall keepor cause to be kept in one or more books provided for that purpose, the minutesof all meetings of the Board, the committees of the Board and the stockholders;he shall see that all notices are duly given in accordance with the provisionsof these By-Laws and as required by law; he shall be custodian of the recordsand the seal of the Corporation and affix and attest the seal to all stockcertificates of the Corporation (unless the seal of the Corporation on suchcertificates shall be a facsimile, as hereinafter provided) and affix andattest the seal to all other documents to be executed on behalf of theCorporation under its seal; and he shall see that the books, reports,statements, certificates and other documents and records required by law to bekept and filed are properly kept and filed; and in general, he shall

 

11

----

 

perform all the dutiesincident to the office of Secretary and such other duties as from time to timemay be assigned to him by the Board, the Chairman of the Board or thePresident.

 

**ARTICLE IV**

**INDEMNIFICATION**

 

SECTION 4.1.        (a)    Right to Indemnification.  The Corporation, to the fullest extentpermitted by applicable law as then in effect, shall indemnify any person whois or was a Director or officer of the Corporation and who is or was involvedin any manner (including, without limitation, as a party or a witness) or isthreatened to be made so involved in any threatened, pending or completedinvestigation, claim, action, suit or proceeding, whether civil, criminal,administrative or investigative (including, without limitation, any action,suit or proceeding by or in the right of the Corporation to procure a judgmentin its favor) (a “Proceeding”) by reason of the fact that such person is or wasa Director, officer, employee or agent of the Corporation or is or was servingat the request of the Corporation as a director, officer, employee, fiduciaryor agent of another corporation, partnership, joint venture, trust or otherenterprise (including, without limitation, any employee benefit plan) (a“Covered Entity”), against all expenses (including attorneys’ fees), judgments,fines and amounts paid in settlement actually and reasonably incurred by suchperson in connection with such Proceeding. Any Director or officer of the Corporation entitled to indemnificationas provided in this Section 4.1(a) is hereinafter called an “Indemnitee”.  Any right of an Indemnitee toindemnification shall be a contract right and shall include the right toreceive, prior to the conclusion of any Proceeding, payment of any expensesincurred by the Indemnitee in connection with such Proceeding, consistent withthe provisions of applicable law as then in effect and the other provisions ofthis Article 4.

 

(b)           Effect of Amendments.  Neither the amendment or repeal of, nor theadoption of a provision inconsistent with, any provision of this Article IV(including, without limitation, this Section 4.1(b)) shall adversely affect therights of any Director or officer under this Article IV: (i) with respect toany Proceeding commenced or threatened prior to such amendment, repeal oradoption of an inconsistent provision or (ii) after the occurrence of a Changein Control, with respect to any Proceeding arising out of any action oromission occurring prior to such amendment, repeal or adoption of an inconsistentprovision, in either case without the written consent of such Director orofficer.

 

SECTION 4.2.        Insurance,Contracts and Funding. The Corporation may purchase and maintain insurance to protect itselfand any indemnified person against any expenses, judgments, fines and amountspaid in settlement as specified in Section 4.1(a) or Section 4.5 of thisArticle IV or incurred by any indemnified person in connection with anyProceeding referred to in such Sections, to the fullest extent permitted byapplicable law as then in effect.  TheCorporation may enter into contracts with any Director, officer, employee oragent of the Corporation or any director, officer, employee, fiduciary or agentof any Covered Entity in furtherance of the provisions of this Article IV andmay create a trust fund or use other means (including, without limitation, aletter of credit) to ensure the payment of such amounts as may be necessary toeffect indemnification as provided in this Article IV.

 

12

----

 

SECTION 4.3.        Indemnification; Not Exclusive Right.  The right of indemnification provided inthis Article IV shall not be exclusive of any other rights to which anyindemnified person may otherwise be entitled, and the provisions of thisArticle IV shall inure to the benefit of the heirs and legal representatives ofany indemnified person under this Article IV and shall be applicable toProceedings commenced or continuing after the adoption of this Article IV,whether arising from acts or omissions occurring before or after such adoption.

 

SECTION 4.4.        Advancement of Expenses; Procedures;Presumptions and Effect of Certain Proceedings; Remedies.  In furtherance, but not in limitation, ofthe foregoing provisions, the following procedures, presumptions and remediesshall apply with respect to the advancement of expenses and the right toindemnification under this Article IV:

 

(a)           Advancement of Expenses.  All reasonable expenses incurred by or onbehalf of an Indemnitee in connection with any Proceeding shall be advanced tothe Indemnitee by the Corporation within 20 days after the receipt by theCorporation of a statement or statements from the Indemnitee requesting suchadvance or advances from time to time, whether prior to or after finaldisposition of such Proceeding.  Anysuch statement or statements shall reasonably evidence the expenses incurred bythe Indemnitee and shall include any written affirmation or undertakingrequired by applicable law in effect at the time of such advance.

 

(b)           Procedures for Determination ofEntitlement to Indemnification.

 

(i)            To obtain indemnification under thisArticle IV, an Indemnitee shall submit to the Secretary of the Corporation awritten request, including such documentation and information as is reasonablyavailable to the Indemnitee and reasonably necessary to determine whether andto what extent the Indemnitee is entitled to indemnification (the “SupportingDocumentation”).  The determination ofthe Indemnitee’s entitlement to indemnification shall be made not later than 60days after receipt by the Corporation of the written request forindemnification together with the Supporting Documentation.  The Secretary of the Corporation shall,promptly upon receipt of such a request for indemnification, advise the Boardin writing that the Indemnitee has requested indemnification.

 

(ii)           The Indemnitee’s entitlement toindemnification under this Article IV shall be determined in one of thefollowing ways: (A) by a majority vote of the Disinterested Directors (ashereinafter defined), if they constitute a quorum of the Board; (B) by awritten opinion of Independent Counsel (as hereinafter defined) if (x) a Changein Control (as hereinafter defined) shall have occurred and the Indemnitee sorequests or (y) a quorum of the Board consisting of Disinterested Directors isnot obtainable or, even if obtainable, a majority of such DisinterestedDirectors so directs; (C) by the stockholders of the Corporation (but only if amajority of the Disinterested Directors, if they constitute a quorum of theBoard, presents the issue of entitlement to indemnification to the stockholdersfor their

 

13

----

 

determination); or (D) asprovided in Section 4.4(c) of this Article IV.

 

(iii)          In the event the determination ofentitlement to indemnification is to be made by Independent Counsel pursuant toSection 4.4(b)(ii), a majority of the Disinterested Directors shall select theIndependent Counsel, but only an Independent Counsel to which the Indemniteedoes not reasonably object; provided, however, that if a Change in Controlshall have occurred, the Indemnitee shall select such Independent Counsel, butonly an Independent Counsel to which a majority of the Disinterested Directorsdoes not reasonably object.

 

(c)           Presumptions and Effect of CertainProceedings.  Except as otherwiseexpressly provided in this Article IV, if a Change in Control shall haveoccurred, the Indemnitee shall be presumed to be entitled to indemnificationunder this Article IV (with respect to actions or failures to act occurringprior to such Change in Control) upon submission of a request forindemnification together with the Supporting Documentation in accordance withSection 4.4(b) of this Article IV, and thereafter the Corporation shall havethe burden of proof to overcome that presumption in reaching a contrarydetermination.  In any event, if theperson or persons empowered under Section 4.4(b) of this Article IV to determineentitlement to indemnification shall not have been appointed or shall not havemade a determination within 60 days after receipt by the Corporation of therequest therefor together with the Supporting Documentation, the Indemniteeshall be deemed to be, and shall be, entitled to indemnification unless (A) theIndemnitee misrepresented or failed to disclose a material fact in making therequest for indemnification or in the Supporting Documentation or (B) suchindemnification is prohibited by law. The termination of any Proceeding described in Section 4.1 of thisArticle IV, or of any claim, issue or matter therein, by judgment, order,settlement or conviction, or upon a plea of nolo contendere or its equivalent,shall not, of itself, adversely affect the right of the Indemnitee to indemnificationor create a presumption that the Indemnitee did not act in good faith and in amanner which the Indemnitee reasonably believed to be in or not opposed to thebest interests of the Corporation or, with respect to any criminal Proceeding,that the Indemnitee had reasonable cause to believe that his or her conduct wasunlawful.

 

(d)           Remedies of Indemnitee.

 

(i)            In the event that a determination ismade pursuant to Section 4.4(b) of this Article IV that the Indemnitee is notentitled to indemnification under this Article IV, (A) the Indemnitee shall beentitled to seek an adjudication of his or her entitlement to suchindemnification either, at the Indemnitee’s sole option, in (x) an appropriatecourt of the State of Nevada or any other court of competent jurisdiction or(y) an arbitration to be conducted by a single arbitrator pursuant to the rulesof the American Arbitration Association; (B) any such judicial proceeding orarbitration shall be de novo and the Indemnitee shall not be prejudiced byreason of such adverse determination; and (C) if a Change in Control shall haveoccurred, in any such judicial proceeding or arbitration the 

 

14

----

 

Corporation shall havethe burden of proving that the Indemnitee is not entitled to indemnificationunder this Article IV (with respect to actions or failures to act occurringprior to such Change in Control).

 

(ii)           If a determination shall have beenmade or deemed to have been made, pursuant to Section 4.4(b) or (c) of thisArticle IV, that the Indemnitee is entitled to indemnification, the Corporationshall be obligated to pay the amounts constituting such indemnification withinfive days after such determination has been made or deemed to have been madeand shall be conclusively bound by such determination unless (A) the Indemniteemisrepresented or failed to disclose a material fact in making the request forindemnification or in the Supporting Documentation or (B) such indemnificationis prohibited by law.  In the event that(x) advancement of expenses is not timely made pursuant to Section 4.4(a) ofthis Article IV or (y) payment of indemnification is not made within five daysafter a determination of entitlement to indemnification has been made or deemedto have been made pursuant to Section 4.4(b) or (c) of this Article IV, theIndemnitee shall be entitled to seek judicial enforcement of the Corporation’sobligation to pay to the Indemnitee such advancement of expenses orindemnification.  Notwithstanding theforegoing, the Corporation may bring an action, in an appropriate court in theState of Nevada or any other court of competent jurisdiction, contesting theright of the Indemnitee to receive indemnification hereunder due to theoccurrence of an event described in Subclause (A) or (B) of this Clause (ii) (a“Disqualifying Event”); provided, however, that in any such action theCorporation shall have the burden of proving the occurrence of suchDisqualifying Event.

 

(iii)          The Corporation shall be precludedfrom asserting in any judicial proceeding or arbitration commenced pursuant tothis Section 4.4(d) that the procedures and presumptions of this Article IV arenot valid, binding and enforceable and shall stipulate in any such court orbefore any such arbitrator that the Corporation is bound by all the provisionsof this Article IV.

 

(iv)          In the event that the Indemnitee,pursuant to this Section 4.4(d), seeks a judicial adjudication of or an awardin arbitration to enforce his or her rights under, or to recover damages forbreach of, this Article IV, the Indemnitee shall be entitled to recover fromthe Corporation, and shall be indemnified by the Corporation against, anyexpenses actually and reasonably incurred by the Indemnitee if the Indemniteeprevails in such judicial adjudication or arbitration.  If it shall be determined in such judicialadjudication or arbitration that the Indemnitee is entitled to receive part butnot all of the indemnification or advancement of expenses sought, the expensesincurred by the Indemnitee in connection with such judicial adjudication orarbitration shall be prorated accordingly.

 

15

----

 

(e)           Definitions.  For purposes of this Article IV:

 

(i)            “Change in Control” means a changein control of the Corporation of a nature that would be required to be reportedin response to Item 6(e) (or any successor provision) of Schedule 14A ofRegulation 14A (or any amendment or successor provision thereto) promulgatedunder the Securities Exchange Act of 1934 (the “Act”), whether or not theCorporation is then subject to such reporting requirement; provided that,without limitation, such a change in control shall be deemed to have occurredif (A) any “person” (as such term is used in Sections 13(d) and 14(d) of theAct) who is or becomes the “beneficial owner” (as defined in Rule 13d-3 underthe Act) other than John W. Stuart, directly or indirectly, of securities ofthe Corporation representing 20% or more of the voting power of all outstandingshares of stock of the Corporation entitled to vote generally in an election ofDirectors without the prior approval of at least two-thirds of the members ofthe Board in office immediately prior to such acquisition; (B) the Corporationis a party to any merger or consolidation in which the Corporation is not thecontinuing or surviving corporation or pursuant to which shares of theCorporation’s common stock would be converted into cash, securities or otherproperty, other than a merger of the Corporation in which the holders of theCorporation’s common stock immediately prior to the merger have the sameproportionate ownership of common stock of the surviving corporationimmediately after the merger; (C) there is a sale, lease, exchange or othertransfer (in one transaction or a series of related transactions) of all, orsubstantially all, the assets of the Corporation, or liquidation or dissolutionof the Corporation; (D) the Corporation is a party to a merger, consolidation,sale of assets or other reorganization, or a proxy contest, as a consequence ofwhich members of the Board in office immediately prior to such transaction orevent constitute less than a majority of the Board thereafter; or (E) duringany period of two consecutive years, individuals who at the beginning of suchperiod constituted the Board (including for this purpose any new Director whoseelection or nomination for election by the stockholders was approved by a voteof at least two–thirds of the Directors then still in office who wereDirectors at the beginning of such period) cease for any reason to constituteat least a majority of the Board.

 

(ii)           “Disinterested Director” means aDirector who is not or was not a party to the proceeding in respect of whichindemnification is sought by the Indemnitee.

 

(iii)          “Independent Counsel” means a law firmor a member of a law firm that neither presently is, nor in the past five yearshas been, retained to represent: (a) the Corporation or the Indemnitee in anymatter material to either such party or (b) any other party to the Proceedinggiving rise to a claim for indemnification under this Article IV.  Notwithstanding the foregoing, the term“Independent Counsel” shall not include any person who, under applicable

 

16

----

 

standards of professionalconduct, would have a conflict of interest in representing either theCorporation or the Indemnitee in an action to determine the Indemnitee’s rightsunder this Article IV.

 

SECTION 4.5.        Indemnification of Employees and Agents.  Notwithstanding any other provision of thisArticle IV, the Corporation, to the fullest extent permitted by applicable lawas then in effect, may indemnify any person other than a Director or officer ofthe Corporation who is or was an employee or agent of the Corporation and whois or was involved in any manner (including, without limitation, as a party ora witness) or is threatened to be made so involved in any threatened, pendingor completed Proceeding by reasons of the fact that such person is or was anemployee or agent of the Corporation or, at the request of the Corporation, adirector, officer, employee, fiduciary or agent of a Covered Entity against allexpenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by such person in connection withsuch Proceeding.  The Corporation mayalso advance expenses incurred by such employee, fiduciary or agent inconnection with any such Proceeding, consistent with the provisions ofapplicable law as then in effect.

 

SECTION 4.6.        Severability.  If any of this Article IV shall be held tobe invalid, illegal or unenforceable for any reason whatsoever: (i) thevalidity, legality and enforceability of the remaining provisions of thisArticle IV (including, without limitation, all portions of any Section of thisArticle IV containing any such provision held to be invalid, illegal orunenforceable, that are not themselves invalid, illegal or unenforceable) shallnot in any way be affected or impaired thereby; and (ii) to the fullest extentpossible, the provisions of this Article IV (including, without limitation, allportions of any Section of this Article IV containing any such provision heldto be invalid, illegal or unenforceable, that are not themselves invalid,illegal or unenforceable) shall be construed so as to give effect to the intentmanifested by the provision held invalid, illegal or unenforceable.

 

**ARTICLE V**

**CAPITALSTOCK**

 

SECTION 5.1.        StockCertificates.

 

(a)           Every holder of stock in theCorporation shall be entitled to have a certificate certifying the number ofshares owned by him or her in the Corporation and designating the class andseries of stock to which such shares belong, which certificate shall otherwisebe in such form as the Board shall prescribe and as provided in Section5.1(d).  Each such certificate shall besigned by, or in the name of, the Corporation by the Chairman or the Presidentor any Vice President, and by the Treasurer or any Assistant Treasurer or theSecretary or any Assistant Secretary.

 

(b)           If such certificate is countersignedby a transfer agent other than the Corporation or its employee, or by aregistrar other than the Corporation or its employee, the signatures of theofficers of the Corporation may be facsimiles, and, if permitted by applicablelaw, any other

 

17

----

 

signature on thecertificate may be a facsimile.

 

(c)           In case any officer who has signed orwhose facsimile signature has been placed upon a certificate shall have ceasedto be such officer before such certificate is issued, it may be issued by theCorporation with the same effect as if such person were such officer at thedate of issue.

 

(d)           Certificates of stock shall be issuedin such form not inconsistent with the Articles of Incorporation.  They shall be numbered and registered in theorder in which they are issued.  Nocertificate shall be issued until fully paid.

 

(e)           All certificates surrendered to theCorporation shall be canceled (other than treasury shares) with the date ofcancellation and shall be retained by the Secretary, together with the powersof attorney to transfer and the assignments of the shares represented by suchcertificates, for such period of time as such officer shall designate.

 

SECTION 5.2.        RecordOwnership.  Arecord of the name of the person, firm or corporation and address of suchholder of each certificate, the number of shares represented thereby and thedate of issue thereof shall be made on the Corporation’s books.  The Corporation shall be entitled to treatthe holder of record of any share of stock as the holder in fact thereof, andaccordingly shall not be bound to recognize any equitable or other claim to orinterest in any share on the part of any person, whether or not it shall haveexpress or other notice thereof, except as required by applicable law.

 

SECTION 5.3.        Transfer of Record Ownership.  Transfers of stock shall be made on thebooks of the Corporation only by direction of the person named in the certificateor such person’s attorney, lawfully constituted in writing, and only upon thesurrender of the certificate therefor and a written assignment of the sharesevidenced thereby.  Whenever anytransfer of stock shall be made for collateral security, and not absolutely, itshall be so expressed in the entry of the transfer if, when the certificatesare presented to the Corporation for transfer, both the transferor andtransferee request the Corporation to do so.

 

SECTION 5.4.        Lost,Stolen or Destroyed Certificates.  Certificates representing shares of thestock of the Corporation shall be issued in place of any certificate alleged tohave been lost, stolen or destroyed in such manner and on such terms andconditions as the Board from time to time may authorize in accordance withapplicable law.

 

SECTION 5.5.        Transfer Agent; Registrar; RulesRespecting Certificates. The Corporation shall maintain one or more transfer offices or agencieswhere stock of the Corporation shall be transferable.  The Corporation shall also maintain one or more registry officeswhere such stock shall be registered. The Board may adopt such rules and regulations as it may deem properconcerning the issue, transfer and registration of stock certificates inaccordance with applicable law.

 

18

----

 

SECTION 5.6.        FixingRecord Date for Determination of Stockholders of Record.

 

(a)           The Board may fix, in advance, a dateas the record date for the purpose of determining the stockholders entitled tonotice of, or to vote at, any meeting of the stockholders or any adjournmentthereof, which record date shall not precede the date upon which the resolutionfixing the record date is adopted by the Board, and which record date shall notbe more than sixty days nor less than ten days before the date of a meeting ofthe stockholders.  If no record date isfixed by the Board, the record date for determining the stockholders entitledto notice of or to vote at a stockholders’ meeting shall be at the close of businesson the day next preceding the day on which notice is given, or, if notice iswaived, at the close of business on the day next preceding the day on which themeeting is held.  A determination ofstockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however,that the Board may fix a new record date for the adjourned meeting.

 

(b)           The Board may fix, in advance, a dateas the record date for the purpose of determining the stockholders entitled toreceive payment of any dividend or other distribution or the allotment of anyrights, or entitled to exercise any rights in respect of any change, conversionor exchange of stock, or in order to make a determination of the stockholdersfor the purpose of any other lawful action, which record date shall not precedethe date upon which the resolution fixing the record date is adopted by theBoard, and which record date shall not be more than sixty calendar days priorto such action.  If no record date isfixed by the Board, the record date for determining the stockholders for anysuch purpose shall be at the close of business on the day on which the Boardadopts the resolution relating thereto.

 

**ARTICLE VI**

**SECURITIES HELD BY THE CORPORATION**

 

SECTION 6.1.        Voting.  Unless the Board shall otherwise order, theChairman, the President, any Executive Vice President, any Senior VicePresident, any Vice President, the Chief Financial Officer, the Controller, theTreasurer or the Secretary shall have full power and authority, on behalf ofthe Corporation, to attend, act and vote at any meeting of the stockholders ofany corporation in which the Corporation may hold stock and at such meeting toexercise any or all rights and powers incident to the ownership of such stock,and to execute on behalf of the Corporation a proxy or proxies empoweringanother or others to act as aforesaid. The Board from time to time may confer like powers upon any other personor persons.

 

SECTION 6.2.        General Authorization to TransferSecurities Held by the Corporation.

 

(a)           Any of the following officers, towit: the Chairman, the President, any Executive Vice President, any Senior VicePresident, any Vice President, the Chief Financial Officer, the Controller, theTreasurer, any Assistant Controller, any Assistant Treasurer, and each of them,hereby is authorized and empowered to transfer, convert, endorse, sell, assign,set over and

 

19

----

 

deliver any and allshares of stock, bonds, debentures, notes, subscription warrants, stockpurchase warrants, evidences of indebtedness, or other securities now orhereafter standing in the name of or owned by the Corporation, and to make,execute and deliver any and all written instruments of assignment and transfernecessary or proper to effectuate the authority hereby conferred.

 

(b)           Whenever there shall be annexed toany instrument of assignment and transfer executed pursuant to and inaccordance with the foregoing Section 6.2(a), a certificate of the Secretary orany Assistant Secretary in office at the date of such certificate setting forththe provisions hereof and stating that they are in full force and effect andsetting forth the names of persons who are then officers of the corporation,all persons to whom such instrument and annexed certificate shall thereaftercome shall be entitled, without further inquiry or investigation and regardlessof the date of such certificate, to assume and to act in reliance upon theassumption that (i) the shares of stock or other securities named in suchinstrument were theretofore duly and properly transferred, endorsed, sold,assigned, set over and delivered by the Corporation, and (ii) with respect tosuch securities, the authority of these provisions of these By-laws and of suchofficers is still in full force and effect.

 

**ARTICLE VII**

**DEPOSITARIES AND SIGNATORIES**

 

SECTION 7.1.        Depositaries.  The Chairman, the President, the ChiefFinancial Officer and the Treasurer are each authorized to designatedepositaries for the funds of the Corporation deposited in its name or that ofa Division of the Corporation, or both, and the signatories with respectthereto in each case, and from time to time, to change such depositaries andsignatories, with the same force and effect as if each such depositary and thesignatories with respect thereto and changes therein had been specificallydesignated or authorized by the Board; and each depositary designated by theBoard or by the Chairman, the President, the Chief Financial Officer or theTreasurer shall be entitled to rely upon the certificate of the Secretary orany Assistant Secretary of the Corporation or of a Division of the Corporationsetting forth the fact of such designation and of the appointment of theofficers of the Corporation or of the Division or of both or of other personswho are to be signatories with respect to the withdrawal of funds depositedwith such depositary, or from time to time the fact of any change in anydepositary or in the signatories with respect thereto.

 

SECTION 7.2.        Signatories.  All notes, drafts, checks, acceptances,orders for the payment of money and all other negotiable instruments obligatingthe Corporation for the payment of money shall be approved by the Controller orthe Chief Financial Officer and, depending on the amount involved, either thePresident or the President and the Chief Executive Officer.

 

20

----

 

**ARTICLE VIII**

**SEAL**

 

The seal of theCorporation shall be in such form and shall have such content as the Boardshall from time to time determine.

 

**ARTICLE IX**

**FISCALYEAR**

 

The fiscal year of theCorporation shall end on December 31 in each year, or on such other date as theBoard shall determine.

 

**ARTICLE X**

**WAIVER OF OR DISPENSING WITH NOTICE**

 

(a)           Whenever any notice of the time,place or purpose of any meeting of the stockholders is required to be given byapplicable law, the Articles of Incorporation or these By-laws, a writtenwaiver of notice, signed by a stockholder entitled to notice of a stockholders’meeting, whether by telegraph, cable or other form of recorded communication,whether signed before or after the time set for a given meeting, shall bedeemed equivalent to notice of such meeting. Attendance of a stockholder in person or by proxy at a stockholders’meeting shall constitute a waiver of notice to such stockholder of suchmeeting, except when the stockholder attends the meeting for the expresspurpose of objecting at the beginning of the meeting to the transaction of anybusiness because the meeting was not lawfully called or convened.

 

(b)           Whenever any notice of the time orplace of any meeting of the Board or Committee of the Board is required to begiven by applicable law, the Articles of Incorporation or these By-laws, awritten waiver of notice signed by a Director, whether by telegraph, cable orother form of recorded communication, whether signed before or after the timeset for a given meeting, shall be deemed equivalent to notice of such meeting.  Attendance of a Director at a meeting shallconstitute a waiver of notice to such Director of such meeting.

 

(c)           No notice need be given to any personwith whom communication is made unlawful by any law of the United States or anyrule, regulation, proclamation or executive order issued under any such law.

 

**ARTICLE XI**

**AMENDMENT OF BY-LAWS**

 

Except as otherwiseprovided in Section 2.8(b) of these By-laws, these By-laws, or any of them, mayfrom time to time be supplemented, amended or repealed, or new By-laws may beadopted, by the Board at any regular or special meeting of the Board, if suchsupplement,

 

21

----

 

amendment, repeal oradoption is approved by a majority of the entire Board.  These By-laws, or any of them, may from timeto time be supplemented, amended or repealed, or new By-laws may be adopted, bythe stockholders at any regular or special meeting of the stockholders at whicha quorum is present, if such supplement, amendment, repeal or adoption isapproved by the affirmative vote of the holders of at least a majority of thevoting power of all outstanding shares of stock of the Corporation entitled tovote generally in an election of directors; provided, however, that if any onestockholder owns a majority of the outstanding shares of stock of thecorporation, then any such supplement, amendment, repeal or adoption must alsobe approved by the majority of the voting power of the shares of stock of thecorporation not owned by such majority stockholder.

 

**ARTICLE XII**

**OFFICES AND AGENT**

 

(a)           Registered Office and Agent.  The registered office of the Corporation inthe State of Nevada shall be 4625 West Nevso Drive, Las Vegas, NV  89103. The name of the registered agent is Christopher R. Grobl, Esq.  Such registered agent has a business officeidentical with such registered office.

 

(b)           Other Offices.  The Corporation may also have offices atother places, either within or outside the State of Nevada, as the Board ofDirectors may from time to time determine or as the business of the Corporationmay require.

 

22

----