Bylaws of American Insurance Acquisition Inc.




EXHIBIT 4.1D


BY-LAWS OF
AMERICAN INSURANCE ACQUISITION INC.








ARTICLE I OFFICES


Section 1.1  REGISTERED OFFICE AND AGENT.  The registered office of the Corporation shall be at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware.  The Corporation Trust Company is the registered agent of the Corporation.


Section 1.2  OTHER OFFICES.  The Corporation may also have offices at such other place or places both within and without the State of Delaware as the Board of Directors may from time to time determine.


ARTICLE II MEETINGS OF STOCKHOLDERS


Section  2.1   PLACE  OF  MEETINGS.    Meetings  of the  stockholders  for  the  election  of directors or  for  any other  purpose  shall  be held at such time  and  place,  either  within or without the State  of Delaware,  as shall  be designated  from time to time by the Board of Directors  and stated  in  the  notice  of the  meeting  or in a duly executed  waiver  of notice thereof.


Section 2.2  ANNUAL  MEETINGS.   The Annual Meeting of the stockholders shall be held on such date  and  at such  time  as shall  be designated  from time to time  by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors and transact such other business as may properly be brought  before  the  meeting.    The  first annual  meeting shall  be held  on  a date within thirteen (13) months after the organization of the Corporation, and each successive annual meeting shall be held on a date within thirteen (13) months after the date of the preceding annual meeting.  Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.


Section 2.3  SPECIAL MEETINGS.   Unless otherwise prescribed by law or by the Certificate of Incorporation, special meetings of the stockholders for any proper purpose or purposes may be called at any time by the Board of Directors, the Chairman of the Board, the President, or any Vice President, to be held on the date, at the time and place within or without the State 





of Delaware  as  the  Board  of  Directors,  the  Chairman  of  the  Board,  the  President  or  Vice President,  whichever  has  called  the  meeting,  shall  direct.     A  special   meeting  of  the stockholders shall be called by the Chairman of the Board, the President, any Vice President or the Secretary whenever stockholders owning not less than 30% of the outstanding shares of Common Stock of the Corporation  then issued and outstanding and entitled to vote on all of the matters to be submitted  to stockholders  of the Corporation at such special meeting shall make written application  to the Chairman of the Board, the President, any Vice President or the Secretary.    Any  such  written  request  shall  state  a proper  purpose  or purposes  of the meeting  and  shall  be  delivered  to  the  Chairman  of  the  Board,  the  President,  any  Vice President or the Secretary.


Section 2.4.   NOTICE  OF MEETING.   Notice, signed by the Chairman  of the Board, the President,  any Vice  President,  the  Secretary  or an Assistant  Secretary,  of every  annual or special  meeting  of  stockholders  stating  the  purpose  or purposes  for  which  the meeting  is called, and the date and time when, and the place where it is to be held, shall be prepared in writing and personally  delivered  or mailed, postage prepaid, to each stockholder  entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the meeting, except  as  otherwise  provided  by  statute.    If  mailed,  such  notice  shall  be  directed  to  a stockholder  at his address  as it shall  appear on the stock record  book  of the Corporation, unless  the  stockholder  shall  have  filed  with  the  Secretary  a  written  request  that  notices intended for him or her be mailed to some other address, in which case it shall be mailed to the  address  designated  in  such  request.    Notice  shall  be  deemed  given  when  personally delivered or deposited to the United States mail, as the case may be; provided, however, that such notice may also be given by telegram, cablegram, or radiogram and in such case shall be deemed given when ordered or, if a delayed delivery is ordered, as of such delayed delivery time.


Section 2.5.   LIST OF STOCKHOLDERS.    A complete list of the stockholders entitled to vote at each meeting of stockholders,  arranged in alphabetical order and showing the address of each such stockholder and the number of shares registered in the name of each such stockholder, shall be open to the examination of any stockholder, for any purpose germane to such meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held which place shall be specified in the notice of such meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the  time and place of the meeting and during the whole time thereof, and may be inspected by any stockholder who is present.


Section 2.6  QUORUM.  The presence at any meeting, in person or by proxy, of the holders of record of a majority of the shares then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute  a quorum for the transaction of business, except where otherwise provided by statute.


Section 2.7  ADJOURNMENTS.  In the absence of a quorum, stockholders representing a majority of the shares then issued and outstanding and entitled to vote, present in person or 





by proxy, or, if no stockholder  entitled  to vote is present in person  or by proxy,  any officer entitled to preside at or act as secretary of such meeting, may adjourn the meeting from time to time  without  notice  other  than  announcement  at the meeting,  until  a quorum  shall  be present or represented.   At such adjourned  meeting at which a quorum  shall be present or represented, any business may be transacted which might have been transacted at the meeting originally noticed.   If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.


Section 2.8.   VOTING.   Each share  of stock shall entitle the holders  thereof  to one vote. Directors  shall  be  elected  by  a  plurality  of  the  votes of  the  shares  present  in  person  or represented by proxy at the meeting  and entitled to vote on the election  of directors.   Any other action shall be authorized by a majority of the votes cast except where the General Corporation  Law prescribes  a different  percentage  of votes and/or  a different  exercise of voting power, and except as may be otherwise prescribed by the provisions of the Certificate of Incorporation  and these By-laws.   In the election of directors, and for any other action, voting need not be by ballot.


Section 2.9.  PROXIES.   Any stockholder  entitled to vote may vote by proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing (which shall include telegraphing,  cabling, or other means of electronically transmitted  written copy) by the stockholder himself or herself or by his or her duly authorized attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.


Section 2.10.   JUDGES  OF ELECTION.    The Board of Directors  may  appoint judges of election to serve at any election of directors and at balloting on any other matter that may properly come before a meeting of stockholders.   If no such appointment shall be made, or if any of the judges so appointed shall fail to attend, or refuse or be unable to serve, then such appointment may be made by the presiding officer of the meeting at the meeting.


Section 2.11.   WRITTEN  CONSENT.    Any action which may be taken  at any annual or special meeting  of stockholders  may be taken without a meeting  and  without  a vote, if a consent  in  writing,  setting  forth  the  action  so  taken,  shall  be  signed  by  the  holders  of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present  and  voted.    Whenever  any  such  action  is  taken  without  a  meeting  by  less  than unanimous consent, all stockholders who have not consented in writing must be promptly informed in writing of such action.


Section 2.12.  STOCK LEDGER.   Except as otherwise provided by law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the  stock  ledger,  the  list  required  by  Section  2.5  of  this  Article  II  or  the  books  of  the Corporation, or to vote in person or by proxy at the meeting of stockholders.







Section 2.13.   CONDUCT OF MEETING.   Meetings of the stockholders  shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders.   The Secretary of the Corporation, or in his or her absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the chairman of the meeting shall appoint a secretary of the meeting.


Section 2.14    PRESENCE AT MEETINGS BY MEANS OF COMMUNICATIONS EQUIPMENT.   Subject  to such  guidelines  and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communications:  (a) participate in a meeting of stockholders; and (b) be deemed  present  in  person  and  vote  at  a  meeting  of  stockholders,  provided  that:  (1) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (2) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders,  including an opportunity to read or hear the proceedings of the meeting substantially  concurrently with such proceedings; and (3) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.


ARTICLE III BOARD OF DIRECTORS


Section 3.1.  NUMBER.   The Board of Directors shall consist of not less than one (1) nor more than ten (10) directors.  The number of directors which shall constitute the whole Board of  Directors  shall  be  fixed  from  time  to  time  by  action  of  the  Board  of  Directors  or stockholders at the annual meeting or any special meeting called for that purpose.  The Board of Directors shall consist initially of three (3) directors.


Section 3.2.  NOMINATION, ELECTION AND TERM OF OFFICE.   Directors shall be nominated  each  year  by  the  then  existing  Board  of  Directors  and  shall  be  elected  by  a plurality of the shares of Common  Stock voting at the annual meeting of the stockholders, except as provided in Section 3.3 of this Article.  Each Director (whether elected at an annual meeting or to fill a vacancy or otherwise) shall continue in office for a term of one year until the next annual  meeting  or  until  his or  her  death,  resignation  or  removal  in the manner hereinafter provided, whichever shall first occur.


Section 3.3   VACANCIES  AND ADDITIONAL  DIRECTORSHIPS.   If any vacancy shall occur among the directors by reason of death, resignation, or removal, or as the result of an increase in the number of directorships, the directors then in office shall continue to act and may fill any such vacancy by a vote of the majority of directors then in office, though less 





than a quorum, and each director so chosen shall hold office until the next annual election of directors and until his or her successor shall be duly elected and shall qualify, or until his or her earlier death, resignation or removal.


Section 3.4.  POWERS.   The business of the Corporation shall be managed by its Board of
Directors, which may exercise all powers of the Corporation and do all lawful acts and things as are not by law or by the Certificate of Incorporation or these By-Laws reserved to the stockholders.


Section 3.5.   RESIGNATION  OF DIRECTORS.   Any director  may resign at any time by giving written  notice  of  such  resignation  to the Board of Directors,  the Chairman  of the Board, the President, any Vice President or the Secretary.   Any such resignation shall take effect at the time specified  therein  or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.


Section 3.6.   REMOVAL  OF DIRECTORS.   Except as may otherwise  be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.


Section 3.7.  COMPENSATION  OF DIRECTORS.   Directors shall receive such reasonable compensation for their services, whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.


SECTION IV
MEETINGS OF THE BOARD OF DIRECTORS


Section 4.1.  PLACE.   The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.


Section 4.2.  REGULAR MEETINGS.  The Board of Directors by resolution may provide for the holding of regular meetings and may fix the times and places at which such meetings shall be held.  Notice of regular meetings shall not be required to be given, provide that whenever the time or place of regular meetings shall be fixed or changed, notice of such action shall be mailed promptly to each Director who shall not have been present at the meeting at which such action was taken,  addressed  to him or her at his or her residence  or usual place of business, unless he or she shall have filed with the Secretary a written request that notices intended for him or her be mailed to some other address, in which case it shall be mailed to the address designated in such request.


Section 4.3.   SPECIAL  MEETINGS.   Special meetings of the Board of Directors may be 





called by the Chairman of the Board or the President, and shall be called by the President or Secretary at the written request of any two directors.  Except as otherwise required by statute, notice of each special meeting shall be given to each director, if by mail, when addressed to him or her at his or her residence or usual place of business, unless he or she shall have filed with the Secretary a written request that notices intended for him or her be mailed to some other address, in which case it shall be mailed to the address designated in such request, on ten (10) days'  notice, or shall be sent to him or her at such place by telegram, radiogram or cablegram, or telephone or other electronic means, or delivered to him or her personally, not later than three (3) days before  the day on which the meeting is to be held.   Such notice shall state  the  time  and  place  of  such  meeting,  but  need  not  state  the  purposes   thereof,  unless otherwise  required  by law,  the  Certificate of Incorporation of the  Corporation or these  By­ Laws.


Section  4.4   QUORUM.  At any  meeting  of the Board  of Directors,  a majority  of the entire Board of Directors shall constitute a quorum  for the transaction  of business,  and the act of the majority  of those  present  at any meeting  at which  a quorum  is present  shall  be sufficient  for the act of the Board  of Directors, except  as may be otherwise  specifically provided  by statute or by the Certificate of Incorporation.


Section 4.5.  ADJOURNED MEETINGS.  If a quorum  shall not be present  at a meeting of the Board of Directors, the directors present  thereat  may adjourn  the meeting  from  time to time, until  a quorum  shall  be present.    Three  (3)  days'  notice  of any  such  adjournment shall  be given   personally   to  each   director   who   was  not  present   at  the  meeting   at  which   such adjournment was taken and, unless  announced at the meeting, to the other directors;  provided, that ten (10) days'  notice shall be given if notice is given by mail.


Section  4.6.   WRITTEN CONSENT.   Any  action  required  or permitted to be taken  at any meeting of the Board of Directors may be taken without a meeting  if all of the members  of the Board consent  thereto  in writing,  and the writing  or writings  are filed with the minutes of the proceedings  of the Board of Directors.


Section 4.7.  COMMUNICATIONS EQUIPMENT.  Any one or more members  of the Board of Directors may participate in any meeting  of the Board by means of conference telephone  or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall be deemed  to constitute presence in person at such meeting.


Section 4.8.  WAIVER  OF NOTICE.  Notice of any meeting need not be given to any director who  shall  attend  such  meeting  in person  or shall  waive  notice  thereof,  before  or after  such meeting,  in writing  or by telegram, radiogram  or cablegram  or other  means  of electronically transmitted  written copy.


Section  4.9.   CHAIRMAN OF THE  MEETING.  The Chairman  of the Board,  if any and if present and acting,  shall preside  at all meetings.   Otherwise,  the Vice Chairman of the Board, if any and if present  and acting,  or the President,  if present  and acting,  or any other director chosen by the Board, shall preside.







ARTICLE  V COMMITTEES OF THE BOARD


Section   5.1.     DESIGNATION,  POWER,  ALTERNATE  MEMBERS  AND   TERM   OF OFFICE.   The Board of Directors may, by resolution  passed by a majority  of the whole Board of Directors,  designate one (1) or more committees.  Each such committee shall consist of one (1) or more of the directors  of the Corporation.  Any such committee, to the extent provided in such resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.  The Board of Directors may designate one (1) or more directors as alternate members of any committee who, in the order specified by the Board of Directors, may replace any absent or disqualified member at any meeting of the committee.   If at a meeting of any committee one (1) or more of the members thereof should  be  absent  or disqualified,  and  if either  the  Board  of  Directors  has  not so designated  any  alternate  member  or  members,  or  the  number  of  absent  or  disqualified members exceeds the number of alternate members who are present at such meeting, then the member or members of such committee (including alternates) present at any meeting and not disqualified  from  voting,  whether  or  not  he  or  she  or  they  constitute  a  quorum,  may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member.  The term of office of the members of each committee shall be as fixed from time to time by the Board, subject to the term of office of the directors and these By­ Laws; provided,  however,  that any committee  member who ceases to be a member of the Board of Directors shall ipso facto cease to be a committee member.   Each committee shall appoint a secretary, who may be the Secretary or an Assistant Secretary of the Corporation.


Section 5.2.  MEETINGS, NOTICES AND RECORDS.  Each committee may provide for the holding of regular meetings,  with or without notice, and a majority of the members of any such  committee  may  fix  the  time,  place  and  procedure  for  any  such  meeting.    Special meetings of each committee shall be held upon call by or at the direction of its chairman, or, if there be no chairman, by or at the direction of any two (2) of its members,  at the time and place specified in the respective notices or waivers of notice thereof.


Section 5.3.  QUORUM AND MANNER OF ACTING.  At each meeting of any committee the presence of a majority of its members then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee; in the absence of a quorum, a majority of the members present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present.   Subject to the foregoing and other provisions of these By-Laws and except as otherwise determined by the Board of Directors, each committee may make rules for the conduct of its business.


Section 5.4.   RESIGNATIONS.    Any member  of a committee  may resign at any time by giving written  notice  of  such  resignation  to  the  Board of  Directors,  the  Chairman  of the Board,  the  President,  any  Vice  President  or  the  Secretary  of  the  Corporation.     Unless 





otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer.


Section 5.5.  REMOVAL.  Any member of any committee may be removed at any time by the affirmative vote of a majority of the whole Board of Directors with or without cause.


Section 5.6.  VACANCIES.  If any vacancy shall occur in any committee by reason of death, resignation, disqualification, removal or otherwise, the remaining members of such committee, though less than a quorum, shall continue to act until such vacancy is filled by the Board of Directors.


Section 5.7.   COMPENSATION.   Committee members shall receive such reasonable compensation for their services, whether in the form of salary or a fixed fee for attendance at meetings, with reasonable expenses, if any, as the Board of Directors may from time to time determine.  Nothing  herein contained  shall be construed to preclude any committee member from serving the Corporation in any other capacity and receiving compensation therefore.


ARTICLE VI OFFICERS


Section 6.1. OFFICERS.   The Corporation  shall have such officers as the Board of Directors shall determine from time to time, but in any event will have a President and Chief Executive Officer, one or more Vice Presidents, a Secretary and a Treasurer.  The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (the "Chairman")  (who must be a director), Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers.  If there be a President, he or she shall have the duties described in Section 6.7 below or, to the extent not so provided, as provided by resolution of the Board of Directors. In the absence  of  a President,  one  or  more  Vice  Presidents  shall  have  such  duties.   The officers chosen by the Board of Directors shall hold office until his or her successor is duly chosen and qualified or until his or her resignation or removal.  Any number of offices may be held by the same  person;  provided,  that a Chairman,  President, or Vice President may not hold the additional  office of Secretary,  Assistant Secretary, Treasurer or Assistant Treasurer unless another person holds such an office, with such title and duties, as may be necessary to enable the Corporation to sign instruments and stock certificates which comply with Sections
103(a)(2) and 158, respectively, of the General Corporation law of the State of Delaware.


Section 6.2.  DUTIES.   All officers, as between themselves and the Corporation, shall have such authority  and  perform  such  duties  in the management  of the Corporation  as may be provided  in  these  By-Laws,  or,  to  the  extent  not  so  provided,  as  may  be  provided  by resolution of the Board of Directors or, as to all other officers except the Chairman, by the President.


Section 6.3.  RESIGNATIONS.   Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman, the President, a Vice President or the Secretary.   Unless otherwise  specified in such written notice, such resignation shall 





take effect upon receipt thereof by the Board of Directors or any such officer.


Section 6.4.  REMOVAL.   Any officer may be removed at any time, either with or without cause, by the vote of a majority  of all the directors then in office.   Such power of removal from office shall not be abridged by any employment contract or other agreement.


Section  6.5.    VACANCIES.     A  vacancy  in  any  office  by  reason  of  death,  resignation, removal, disqualification  or any other cause shall be filled for the unexpired  portion of the term in the manner prescribed  by these By-Laws for regular election or appointment to such office.


Section 6.6.  CHAIRMAN.   The Chairman, if there be one, shall perform such duties as from time to time may be assigned to him by the Board of Directors.


Section 6.7.  PRESIDENT AND CHIEF EXECUTIVE OFFICER.  The President shall be the chief executive officer of the Corporation.   Subject to the direction of the Board of Directors, he or she shall supervise and direct the daily management of the business, affairs and property of the Corporation.   In the absence or disability of the Chairman of the Board, or if there be none, the President shall preside  at all meetings of the stockholders.   The Chairman of the Board, if any, and the President shall each be charged with overseeing that all orders and resolutions of the Board of Directors are carried into effect.  The President may sign, with any other officer thereunto duly authorized, certificates of stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature), and may sign and execute in the name of the Corporation, deeds, mortgages, bonds, contracts, agreements, and other instruments  duly authorized by the Board of Directors.   From time to time,  the  President  shall  report  to  the  Board  of  Directors  all  matters  within  his  or  her knowledge which the interests of the Corporation may require to be brought to its attention. The President shall also perform  such other duties as are assigned by these By-Laws or as from time to time may be assigned to him or her by the Board of Directors.


Section 6.8.  VICE PRESIDENT.   In the absence or disability of the President, the Vice President, or if there be more than one, the Vice Presidents in the order or priority determined by the Board of Directors, shall perform all duties of the President and, when so acting, shall have all the  powers  of  and  be  subject  to  all  restrictions  upon  the  President.    Any  Vice President may also sign, with any other officer thereunto duly authorized, certificates of stock of the Corporation the issuance  of which shall have been duly authorized (the signature to which  may  be  a  facsimile   signature),  and  may  sign  and  execute  in  the  name  of  the Corporation deeds, mortgages,  bonds and other instruments duly authorized by the Board of Directors,  except  in  cases  where  the  signing  and  execution  thereof  shall  be  expressly delegated by the Board of Directors to some other officer or agent.  Each Vice President shall perform such other duties as are assigned by these By-Laws or as from time to time may be assigned by the Board of Directors, the Chairman of the Board or the President.


Section  6.9.    SECRETARY.    The  Secretary  shall:  (i)  record  all  the  proceedings  of  the 





meetings of the stockholders,  the Board of Directors, and all committees  of the Board of Directors in a book or books to be kept for that purpose; (ii) cause all notices to be duly given in accordance with the provisions of these By-Laws or as required by law; (iii) whenever any committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the chairman of such  committee  with a copy of such resolution;  (iv) be custodian  of the records and of the seal of the Corporation, and cause such seal to be affixed to all certificates representing  capital  stock  of  the  Corporation  prior  to  the  issuance  thereof  and  to  all instruments the execution of which on behalf of the Corporation under its seal shall have been duly  authorized;  (v)  see  that  the  lists,  books,  reports,  statements,  certificates  and  other documents and records required by statute are properly kept and filed; (vi) have charge of the stock  record  and  stock  transfer  books  of  the  Corporation,  and  exhibit  such  books  at  all reasonable time to such persons as are entitled by law and by these By-Laws to have access thereto; (vii) sign (unless the Treasurer  or an Assistant Secretary or an Assistant Treasurer shall sign) certificates  representing  capital stock of the Corporation  the issuance of which shall have been duly authorized  (the signature of which may be a facsimile signature); and (viii) in general, perform all duties incident to the office of Secretary and such other duties as are given to him or her by these By-Laws or as from time to time may be assigned to him or her by the Board of Directors, the Chairman of the Board or the President.


Section 6.10.  ASSISTANT SECRETARIES.   At the request of the Secretary or in his or her absence or disability, the Assistant  Secretary designated by him or her (or in the absence of such  designation,  the  Assistant  Secretary  designated  by  the  Board  of  Directors  or  the President) shall perform all the duties of the Secretary, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Secretary.  The Assistant Secretary shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors, the Chairman of the Board, the President or the Secretary.


Section 6.11. TREASURER.  The Treasurer shall: (i) have charge of and supervision over and be responsible for the funds,  securities,  receipts and disbursements of the Corporation; (ii) cause the monies and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be selected in accordance with Section 8.2 of these By-Laws or to be otherwise dealt with in such manner as the Board of Directors may direct; (iii) cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation,  and  cause  to be  taken  and  preserved  proper  vouchers  for  all monies disbursed;  (iv)  render  to  the  Board  of  Directors  or the President,  whenever  requested, a statement of the financial condition of the Corporation and of all of his or her transactions as Treasurer; (v) cause to be kept at the Corporation's  principal office correct books of account of all its business and transactions,  and such duplicate books of account, as he or she shall determine and upon application cause such books, or duplicates thereof, to be exhibited to any Director; (vi) be empowered to require from the officers or agents of the Corporation reports or statements giving such information  as he or she may desire with respect to any and all financial transactions  of  the  Corporation;  (vii)  sign (unless the  Secretary  or  an  Assistant Secretary or Assistant Treasurer shall sign) certificates representing stock of the Corporation 





the issuance of which shall  have  been  duly authorized (the signature  to  which may be a facsimile signature); and (viii)  in general, perform all duties as are given to him or her by these By-Laws or  as from  time  to time  may be assigned to him  or her by the Board of Directors, the Chairman of the Board or the President.


Section 6.12.  ASSISTANT TREASURERS.   At the request of the Treasurer or in his or her absence or disability, the Assistant Treasurer designated by him or her (or in the absence of such  designation,  the  Assistant  Treasurer  designated  by  the  Board  of  Directors  or  the President) shall perform all the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all restrictions upon the Treasurer.  The Assistant Treasurer shall perform such other duties as from time to time may be assigned by the Board of Directors, the Chairman of the Board, the President or the Treasurer.


Section 6.13.  SALARIES. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors.  No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation.


ARTICLE VII CERTIFICATES OF STOCK


Section 7.1. STOCK CERTIFICATES. Every holder of capital stock ofthe Corporation shall be entitled to have a certificate or certificates in such form as shall be approve by the Board of Directors, certifying the number of shares of capital stock of the Corporation owned by him or her.  The certificates representing shares of capital stock shall be signed in the name of the Corporation by the Chairman of the Board or the President, and by the Secretary, as Assistant Secretary, the Treasurer or an Assistant Treasurer (which signatures may be facsimiles) and sealed with the seal of the Corporation (which seal may be a facsimile).  In case any officer, transfer agent or registrar who shall have signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificates are issued, they may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent, or registrar were still such at the date of their issue.


Section 7.2.  BOOKS OF ACCOUNT AND RECORD OF STOCKHOLDERS. The books and records of the Corporation may be kept at such places, within or without the State of Delaware, as the Board of Directors may from time to time determine.  The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or by the transfer agent or registrar, if any designated by the Board of Directors. There shall be entered on the stock books of the Corporation the number of each certificate issued, the number of shares represented thereby, the name of the person to whom such certificate was issued and the date of issuance thereof.


Section 7.3.   TRANSFERS OF SHARES.   Transfers of  shares of  capital stock of the Corporation shall be made on the stock records of the Corporation only upon authorization by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with the transfer agent, and on surrender of the 





certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon, if any.   Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on the record of stockholders as the owner of such share or shares for all purposes, including, without limitation, the rights to receive dividends or other distributions, and to vote as such owner, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such share or shares on the part of any other person whether or not the Corporation shall have express or other notice thereof.


Section 7.4.  REGULATIONS. The Board of Directors may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the capital stock of the Corporation.
It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more registrars and may further provide that no stock certificate shall be valid until countersigned  by  one  of  such  transfer  agents  and  registered  by  one  of  such  registrars. Nothing herein shall be construed to prohibit the Corporation from acting as its own transfer agent or registrar.


Section  7.5.    LOST,  STOLEN  OR  DESTROYED  CERTIFICATES.    The  holder  of  any certificate  or  certificates   representing   any  share  or  shares  of  the  capital  stock  of  the Corporation shall immediately notify the Corporation of any loss, theft, or destruction of such certificate  or  certificates.    The  Board  of  Directors  may  direct  that  a  new  certificate  or certificates  by issued  in the place  of any certificate  or certificates  theretofore  issued  by it which the owner thereof shall allege to have been lost, stolen or destroyed upon the furnishing to the Corporation of an affidavit to that effect by the person claiming that the certificate or certificates  has  been  lost,  stolen  or  destroyed.    When  authorizing  such  issue  of  a  new certificate or certificates, the Board of Directors may, in its discretion, require such owner or his  or  her  legal  representatives   to  give  to  the  Corporation  and  its  transfer  agent(s)  and registrar(s) a bond in such sum, limited or unlimited, and in such form and with such surety or sureties  as the  Board  of  Directors  in its  absolute  discretion  shall  determine,  sufficient  to indemnify the Corporation  against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or certificates, or the issuance of a new certificate or certificates.


Section 7.6.   STOCKHOLDER'S RIGHT OF INSPECTION.   Any stockholder of record of the Corporation, in person or by attorney or other agent, shall upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose  the Corporation's stock ledger, a list of its stockholders,  and its other books and records, and to make copies or extracts therefrom.  A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder.  In every instance where an attorney or other agent shall be the person who seeks the right of inspection, the demand under  oath  shall  be  accompanied   by  a  power  of  attorney  or  such  other  writing  which authorizes the attorney or other  agent to so act on behalf of the stockholder.   The demand under oath shall be directed to the Corporation at its registered office in Delaware or at its 





principal place of business.


ARTICLE VIII
DEPOSIT OF CORPORATE FUNDS


Section 8.1.  BORROWING.   No loans or advances shall be obtained or contracted for, by or on behalf of the Corporation  and no negotiable paper shall be issued in its name, unless and except  as  authorized  by  the  Board  of  Directors.    Such  authorization  may  be  general  or confined to specific instances.


Section 8.2.   DEPOSITS.    All  funds  of the Corporation not otherwise  employed  shall  be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries  as the  Board  of Directors  may select, or as may  be selected  by any officer or officers or agent or agents authorized to do so by the Board of Directors.
Section 8.3.  CHECKS, DRAFTS, ETC.  All checks, drafts or other orders for the payment of money, and all negotiable and non-negotiable notes or other negotiable or non-negotiable evidences of indebtedness  issued  in the name of the Corporation,  shall  be signed by such officer or officers or agent or agents of the Corporation, and in such manner, as from time to time shall be determined by the Board of Directors.


ARTICLE IX INDEMNIFICATION


Section 9.1.  INDEMNIFICATION.   The personal liability of the directors and officers of the corporation is hereby eliminated  to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.


The corporation shall, to the fullest extent permitted  by the General Corporation  law of the State of Delaware, as the same may be amended  and supplemented,  indemnify any and all persons whom it shall have power to indemnify including those who were or are a party or are threatened  to  be  made  a  party  to  any  threatened,  pending  or  completed  action,  suit  or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she or his or her testator or intestate is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation (or any such constituent or predecessor corporation) as a director, officer, employee or agent of another corporation, partnership,  joint  venture,  trust  or  other  enterprise  from  and  against  any  and  all  of  the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification  provided  for  herein  shall  not be deemed  exclusive  of any  other  rights  to which those indemnified may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to  be a director,  officer,  employee,  or  agent  and  shall  inure  to  the  benefit  of  the  heirs, executors, and administrators of such a person.


ARTICLE X RECORD DATES







Section  10.1.    RECORD   DATES.     In  order  that  the  Corporation   may  determine  the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any evident or other distribution or allotment of any rights, or entitled to exercise any rights  in  respect  of any  change,  conversion  or exchange  of stock  or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.  Only those stockholders of record on the date so fixed shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the Corporation after any such record date fixed by the Board of Directors.


ARTICLE XI DIVIDENDS


Section 11.1  DIVIDENDS.   Subject to any agreement to which the Corporation is a party or by which it is bound,  the Board  of Directors  may declare to be payable,  in cash, in other property  or  in  shares  of  the  Corporation's   capital  stock,  such  dividends  in  respect  of outstanding stock of the Corporation  of any class or series as the Board of Directors may at any time deem to be advisable.   Before declaring any such dividend, the Board of Directors may cause to be set aside any funds or other property or assets of the Corporation  legally available for the payment of dividends.


ARTICLE XII FISCAL YEAR


Section 12.1.  FISCAL YEAR.   The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.


ARTICLE XIII CORPORATE SEAL


Section 13.1.  CORPORATE  SEAL.   The Corporate Seal shall be circular in form and shall be the name of the Corporation  and the words and figures denoting its organization under the laws of the State of Delaware and the year thereof and otherwise shall be in such form as shall be approved from time to time by the Board of Directors.


ARTICLE XIV 
AMENDMENTS


Section 14.1.  AMENDMENTS.   Subject to the provisions of the Certificate of Incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these By-laws and to adopt new By-laws may be exercised by the Board of Directors or by the stockholders.







Section 14.2.  MEANING OF CERTAIN TERMS.   As used herein in respect of the right to notice of a meeting of stockholders  or a waiver thereof or to participate or vote thereat or to consent or dissent in writing  in lieu of a meeting, as the case may be, the term "share" or "shares" or "share of stock" or "shares of stock" or "stockholder"  or "stockholders"  refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the Corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding  shares of stock of any class upon which or upon whom the Certificate of Incorporation confers such rights where there are two or more classes or series  of shares  of  stock  or  upon  which  or  upon  whom the  General  Corporation  Law confers such rights notwithstanding  that the Certificate of Incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized  number  of shares  of stock of any class  or series  which is otherwise denied voting rights under the provisions of the Certificate of Incorporation, except as any provision of law may otherwise require.