**Exhibit 3.2**

BY-LAWS

FOR

INTERNATIONALALUMINUM CORPORATION

INDEX
|                                       | ** ** | ** **                             | ** ** | **Page** |
|---------------------------------------|------------|----------------------------------------|------------|----------|
| ARTICLE I - Offices                   |       | 1                                      |
|  Section 1.01                    |       | Principal Office                       |       | 1        |
|  Section 1.02                    |       | Other Offices                          |       | 1        |
|                                  |       |                                   |       |     |
| ARTICLE II - Meetings of Shareholders |       | 1                                      |
|  Section 2.01                    |       | Place of Meetings                      |       | 1        |
|  Section 2.02                    |       | Annual Meetings                        |       | 1        |
|  Section 2.03                    |       | Special Meetings                       |       | 1        |
|  Section 2.04                    |       | Adjourned Meetings and Notices Thereof |       | 2        |
|  Section 2.05                    |       | Voting                                 |       | 2        |
|  Section 2.06                    |       | Quorum                                 |       | 2        |
|  Section 2.07                    |       | Consent of Absentees                   |       | 2        |
|  Section 2.08                    |       | Action Without Meeting                 |       | 2        |
|  Section 2.09                    |       | Proxies                                |       | 2        |
|                                  |       |                                   |       |     |
| ARTICLE III - Directors               |       | 3                                      |
|  Section 3.01                    |       | Powers                                 |       | 3        |
|  Section 3.02                    |       | Number of Directors                    |       | 3        |
|  Section 3.03                    |       | Election and Term of Office            |       | 3        |
|  Section 3.04                    |       | Vacancies                              |       | 4        |
|  Section 3.05                    |       | Place of Meeting                       |       | 4        |
|  Section 3.06                    |       | Organization Meeting                   |       | 4        |
|  Section 3.07                    |       | Other Regular Meetings                 |       | 4        |
|  Section 3.08                    |       | Special Meetings                       |       | 4        |
|  Section 3.09                    |       | Notice of Adjournment                  |       | 4        |
|  Section 3.10                    |       | Waiver of Notice                       |       | 4        |
|  Section 3.11                    |       | Quorum                                 |       | 5        |

 

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|  Section 3.12        |   | Adjournment                                          |   | 5      |
|---------------------------|--------|------------------------------------------------------|--------|--------|
|  Section 3.13        |   | Action Without Meeting                               |   | 5      |
|  Section 3.14        |   | Fees and Compensation                                |   | 5      |
|  Section 3.15        |   | Indemnification of Directors, Officers and Employees |   | 5      |
|                      |   |                                                 |   |   |
| ARTICLE IV - Officers     |   | 6                                                    |
|  Section 4.01        |   | Officers                                             |   | 6      |
|  Section 4.02        |   | Election                                             |   | 6      |
|  Section 4.03        |   | Subordinate Officers, etc.                           |   | 6      |
|  Section 4.04        |   | Removal and Resignation                              |   | 6      |
|  Section 4.05        |   | Vacancies                                            |   | 6      |
|  Section 4.06        |   | Chairman of the Board                                |   | 6      |
|  Section 4.07        |   | President                                            |   | 6      |
|  Section 4.08        |   | Vice President                                       |   | 6      |
|  Section 4.09        |   | Secretary                                            |   | 7      |
|  Section 4.10        |   | Treasurer                                            |   | 7      |
|                      |   |                                                 |   |   |
| ARTICLE V - Miscellaneous |   | 7                                                    |
|  Section 5.01        |   | Record Date and Closing Stock Books                  |   | 7      |
|  Section 5.02        |   | Inspection of Corporate Records                      |   | 7      |
|  Section 5.03        |   | Checks, Drafts, etc.                                 |   | 8      |
|  Section 5.04        |   | Annual Report                                        |   | 8      |
|  Section 5.05        |   | Contract, etc., How executed                         |   | 8      |
|  Section 5.06        |   | Certificates of Stock                                |   | 8      |
|  Section 5.07        |   | Representation of Shares of Other Corporations       |   | 8      |
|  Section 5.08        |   | Inspection of By-Laws                                |   | 8      |
|  Section 5.09        |   | Periodic Reports                                     |   | 8      |
|                      |   |                                                 |   |   |
| ARTICLE VI - Amendments   |   | 9                                                    |
|  Section 6.01        |   | Powers of Shareholders                               |   | 9      |
|  Section 6.02        |   | Powers of Directors                                  |   | 9      |

 

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BY-LAWS FOR THE REGULATION, EXCEPT ASOTHERWISE PROVIDED BY STATUTE OR ITSARTICLES OF INCORPORATION, OF

INTERNATIONAL ALUMINUM CORPORATION

ARTICLE I

Offices

Section 1.01       Principal Office.  The principal office for the transaction ofthe business of the Corporation is hereby located at 767 Monterey PassRoad in the City of Monterey Park, County of Los Angeles, State ofCalifornia.  The Board of Directors ishereby granted full power and authority to change said principal office fromone location to another in said county by amendment of this Section 1.01.

Section 1.02       Other Offices.  Branch or subordinate offices may at any timebe established by the Board of Directors at any place or places where theCorporation is qualified to do business.

ARTICLE II

Meeting ofShareholders

Section 2.01       Place ofMeetings.  All annual meetings ofshareholders and all other meetings of shareholders shall be held either at theprincipal office or at any other place within or without the State ofCalifornia which may be designated either by the Board of Directors pursuant toauthority hereinafter granted to said Board, or by the written consent of allshareholders entitled to vote thereat, given either before or after the meetingand filed with the Secretary of the Corporation.

Section 2.02       Annual Meetings.  The annual meeting of shareholders shall beheld on the last Thursday of October in each year at 2:00 o’clock P.M. ofsaid day; provided, however, that should said day fall upon a legal holiday,then any such annual meeting of shareholders shall be held at the same time andplace on the next day thereafter ensuing which is not a legal holiday.  At such meetings directors shall be elected,reports of the affairs of the Corporation shall be considered, and any otherbusiness may be transacted which is within the power of the shareholders.  Written notice of each annual meeting shallbe given to each shareholder entitled to vote, either personally or by mail orother means of written communication, charges prepaid, addressed to suchshareholder at his address appearing on the books of the Corporation or givenby him to the Corporation for the purpose of notice.  If a shareholder gives no address, noticeshall be deemed to have been given if sent by mail or other means of written communicationaddressed to the place where the principal office of the Corporation issituated, or if published at least once in some newspaper of generalcirculation in the county in which said office is located. All such noticesshall be sent to each shareholder entitled thereto not less than ten (10)days or more than fifty (50) days before each annual meeting, and shallspecify the place, the day and the hour of such meeting, and shall state suchother matters, if any, as may be expressly required by statute.

Section 2.03       Special Meetings.  Special meetings of the shareholders, for anypurpose or purposes whatsoever, may be called at any time by the President orby the Board of Directors, or by one or more shareholders holding not less thanone-fifth of the voting power of the Corporation.  Except in special cases where other expressprovision is made by statute, notice of such special meetings shall be given inthe same manner as for annual meetings of shareholders.  Notices of any special meeting shall specifyin addition to the place, day and hour of such meeting, the general nature ofthe business to be transacted.

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Section 2.04       AdjournedMeetings and Notice Thereof.  Anyshareholders’ meeting, annual or special, whether or not a quorum is present,may be adjourned from time to time by the vote of a majority of the shares, theholders of which are either present in person or represented by proxy thereat,but in the absence of a quorum no other business may be transacted at suchmeeting.  When any shareholders’ meeting,either annual or special, is adjourned for thirty (30) days or more,notice of the adjourned meeting shall be given as in the case of an originalmeeting.  Save as aforesaid, it shall notbe necessary to give any notice of an adjournment or of the business to betransacted at an adjourned meeting, other than by announcement at the meetingat which such adjournment is taken.

Section 2.05       Voting.  Unless a record date for voting purposes befixed as provided in Section 5.01 of these By-Laws, then, but subject tothe provisions of Sections 2218 to 2224 inclusive of the Corporations Codeof California, only persons in whose names shares entitled to vote stand on thestock records of the Corporation on the day three (3) days prior to anymeeting of shareholders shall be entitled to vote at such meeting.  Such vote may be viva voce or by ballotprovided however, that all elections for Directors must be by ballot upondemand made by a shareholder at any election and before the voting begins.Every shareholder entitled to vote at any election for Directors shall have theright to cumulate his votes and give one candidate a number of votes equal tothe number of Directors to be elected multiplied by the number of votes towhich his shares are entitled, or to distribute his votes on the same principleamong as many candidates as he shall think fit. The candidates receiving the highest number of votes up to the number ofDirectors to be elected shall be elected.

Section 2.06       Quorum.  The presence in person or by proxy of personsentitled to vote a majority of the voting shares at any meeting shallconstitute a quorum for the transaction of business.  The shareholders present at a duly called orheld meeting at which a quorum is present may continue to do business untiladjournment, notwithstanding the withdrawal of enough shareholders to leaveless than a quorum.

Section 2.07       Consent ofAbsentees.  The transactions of anymeeting of shareholders, either annual or special, however called and noticed,shall be as valid as though had at a meeting duly held after regular call andnotice, if a quorum be present either in person or by proxy, and if, eitherbefore or after the meeting, each of the shareholders entitled to vote, notpresent in person or by proxy, signs a written waiver of notice, or a consentto the holding of such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shallbe filed with the Corporate records or made a part of the minutes of themeeting.

Section 2.08       Action WithoutMeeting.  Any action which, under anyprovision of the California Corporations Code, may be taken at a meeting of theshareholders, except approval of an agreement for merger or consolidation ofthe Corporation with other corporations, may be taken without a meeting ifauthorized by writing signed by all of the persons who would be entitled tovote upon such action at a meeting, and filed with the Secretary of theCorporation.

Section 2.09       Proxies.  Every person entitled to vote or execute consentsshall have the right to do so either in person or by one or more agentsauthorized by a written proxy executed by such person or his duly authorizedagent and filed with the Secretary of the Corporation; provided than no suchproxy shall be valid after the expiration of eleven (11) months from thedate of its execution, unless the person executing it specifies therein thelength of time for which such proxy is to continue in force, which in no caseshall exceed seven (7) years from the date of its execution.

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ARTICLE III

Directors

Section 3.01       Powers.  Subject to limitations of the Articles ofIncorporation of the By-Laws, and of the California Corporations Code as toaction which shall be authorized or approved by the shareholders, all Corporatepowers shall be exercised by or under the authority of, and the business andaffairs of the Corporation shall be controlled by, the Board of Directors.  Without prejudice to such general powers, butsubject to the same limitations, it is hereby expressly declared that theDirectors shall have the following powers, to wit:

First - To select and remove all the Officers, agents and employees ofthe Corporation, prescribe such powers and duties for them as may not beinconsistent with law, with the Articles of Incorporation or the By- Laws, fixtheir compensation, and require from them security for faithful service.

Second - To conduct, manage and control the affairs and business of theCorporation, and to make such rules and regulations therefor not inconsistent withlaw, or with the Articles of Incorporation or the By- Laws, as they may deembest.

Third - To change the principal office for the transaction of thebusiness of the Corporation from one location to another within the same countyas provided in Section 1.01 hereof; to fix and locate from time to timeone or more subsidiary offices of the Corporation within or without the Stateof California, as provided in Section 1.02 hereof; to designate any placewithin or without the State of California for the holding of any shareholders’meeting or meetings; and to adopt, make and use a Corporate seal, and toprescribe the forms of certificates of stock, and to alter the form of suchseal and of such certificates from time to time, as in their judgment they maydeem best, provided such seal and such certificate shall at all times complywith the provisions of law.

Fourth - To authorize the issuance of shares of stock of the Corporationfrom time to time, upon such terms and for such considerations as may belawful.

Fifth - To borrow money and incur indebtedness for the purposes of theCorporation, and to cause to be executed and delivered therefor, in theCorporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,pledges, hypothecations or other evidences of debt and securities therefor.

Sixth - To appoint an Executive Committee and other committees, and todelegate to the Executive Committee any of the powers and authority of theBoard in the management of the business and affairs of the Corporation, exceptthe power to declare dividends and to adopt, amend or repeal By-Laws.  The Executive Committee shall be composed oftwo or more Directors.

Section 3.02       Number ofDirectors.  The authorized number ofDirectors of the Corporation shall be seven (7) until changed by amendmentof the Articles of Incorporation or by a By-Law duly adopted by theshareholders amending this Section 3.02; and if it is proposed to reducethe authorized number of Directors below seven (7), the vote or written consentof shareholders holding more than eighty percent (80%) of the voting powershall be necessary for such reduction.

Section 3.03       Election andTerm of Office.  The Directors shall beelected at each annual meeting of shareholders, but if any such annual meetingis not held, or the Directors are not elected thereat, the Directors may beelected at any special meeting of shareholders held for that purpose.  All Directors shall hold office until theirrespective successors are elected.

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Section 3.04       Vacancies.  Vacancies in the Board of Directors may befilled by a majority of the remaining Directors, though less than a quorum, orby a sole remaining Director, and each Director so elected shall hold officeuntil his death, resignation or removal, or until his successor is elected atan annual or a special meeting of the shareholders.  A vacancy or vacancies in the Board ofDirectors shall be deemed to exist in case of the death, resignation or removalof any Director, or if the authorized number of Directors be increased, or ifthe shareholders fail at any annual or special meeting of shareholders at whichany director or Directors are elected elect the full authorized number ofDirectors to be voted for at that meeting. The shareholders may elect a Director or Directors at any time to fillany vacancy or vacancies not filled by the Directors.  If the Board of Directors accepts theresignation of a Director tendered to take effect at a future time, the Boardor the shareholders shall have power to elect a successor to take office whenthe resignation is to become effective. No reduction of the authorized number of Directors shall have the effectof removing any Director prior to the expiration of his term of office.

Section 3.05       Place ofMeeting.  Regular meetings of the Boardof Directors shall be held at any place within or without the state which hasbeen designated from time to time by resolution of the Board or by writtenconsent of all members of the Board.  Inthe absence of such designation, regular meetings shall be held at theprincipal office of the Corporation. Special meetings of the Board may be held either at a place sodesignated or at the principal office.

Section 3.06       Organization Meeting.  Immediately following each annual meeting ofshareholders, the Board of Directors shall hold a regular meeting for thepurpose of organization, election of officers, and the transaction of otherbusiness.  Notice of such meeting ishereby dispensed with.

Section 3.07       Other RegularMeetings.  Other regular meetings of theBoard of Directors shall be held without call at such time as the Board ofDirectors may from time to time designate; provided, however, should said dayfall upon a legal holiday, then said meeting shall be held at the same time onthe next day thereafter ensuring which is not a legal holiday.  Notice of all such regular meetings of theBoard of Directors is hereby dispensed with.

Section 3.08       SpecialMeetings.  Special meetings of the Boardof Directors for any purpose or purposes shall be called at any time by thePresident, or, if he is absent or unable or refuses to act, by any VicePresident or by any two Directors. Written notice of the time and place of special meetings shall bedelivered personally to each Director, or sent to each Director by mail or byother form of written communication, charges prepaid, addressed to him at hisaddress as it is shown upon the records of the Corporation, or if it is not soshown on such records and is not readily ascertainable, at the place in whichthe meetings of the Directors are regularly held.  In case such notice is mailed or telegraphed,it shall be deposited in the United States mail or delivered to the telegraphcompany in the County in which the principal office of the Corporation islocated at least forty-eight (48) hours prior to the time of the holdingof the meeting. In case such notice is delivered personally as above provided,it shall be so delivered at least twenty-four (24) hours prior to the timeof the holding of the meeting.  Suchmailing, telegraphing or delivery as above provided shall be due, legal andpersonal notice to such Director.

Section 3.09       Notice ofAdjournment.  Notice of the time andplace of holding an adjourned meeting need not be given to absent Directors ifthe time and place be fixed at the meeting adjourned.

Section 3.10       Waiver ofNotice.  The transactions of any meetingof the Board of Directors, however called and noticed or wherever held, shallbe as valid as though had at a meeting duly held after regular call and notice,if a quorum be present, and if, either before or after the meeting, each of theDirectors not present signs a written waiver of notice, or a consent to holdingsuch meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shallbe filed with the Corporate records or made a part of the minutes of themeeting.

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Section 3.11       Quorum.  A majority of the authorized number ofDirectors shall be necessary to constitute a quorum for the transaction ofbusiness, except to adjourn as hereinafter provided.  Every act or decision done or made by amajority of the Directors present at a meeting duly held at which a quorum ispresent shall be regarded as the act of the Board of Directors, unless a greaternumber be required by law or by the Articles of Incorporation.

Section 3.12       Adjournment.  A quorum of the Directors may adjourn anyDirectors’ meeting to meet again at a stated day and hour; provided, however,that in the absence of a quorum, a majority of the Directors present at anyDirectors’ meeting, either regular or special, may adjourn from time to timeuntil the time fixed for the next regular meeting of the Board.

Section 3.13       Action WithoutMeeting.  Any action required orpermitted to be taken by the Board of Directors under any provision of theCalifornia Corporations Code may be taken without a meeting, if all members ofthe Board shall individually or collectively consent in writing to suchaction.  Such written consent or consentsshall be filed with the minutes of the proceedings of the Board.  Such action by written consent shall have thesame force and effect as a unanimous vote of such Directors.

Section 3.14       Fees andCompensation.  By resolution of the Boardof Directors, one or more of the Directors may be paid a retainer for theirservices as Directors, or a fixed fee (with or without expenses of attendance)for attendance at each meeting, or both. Nothing herein contained shall be construed to preclude any Directorfrom serving the Corporation in any other capacity as an officer, agent,employee, or otherwise, and receiving compensation therefor.

Section 3.15       Indemnificationof Directors, Officers, Employees and Other Agents.

(a)        The Corporation shallhave the authority, to the maximum extent permitted by the California CorporationsCode, to indemnify each of its agents against expenses, judgments, fines,settlements and other amounts actually and reasonably incurred in connectionwith any proceeding arising by reason of the fact that any such person is orwas an agent of the Corporation.  TheCorporation shall also have the authority, to the maximum extent permitted bythe California Corporations Code, to advance expenses incurred by any agent ofthe Corporation in defending any proceeding.

(b)        The Corporation shallhave the authority to purchase and maintain insurance on behalf of agents ofthe Corporation against any liability asserted against or incurred by any agentin such capacity or arising out of the agent’s status as agent.

(c)        The Corporation shallhave the power to enter into binding agreements with its agents to provide theindemnification allowed under this Section 3.15.

(d)        Nothing in thisSection 3.15 shall be construed either to allow indemnification of anyagent for any acts or omissions or transactions from which such agent may notbe indemnified under applicable California law or to deny indemnification whenapplicable California law requires indemnification.

(e)        For the purposes of thisSection 3.15, an agent of the Corporation includes any person who is orwas a Director, Officer, employee, or other agent of the Corporation, or is orwas serving at the request of the Corporation as a Director, Officer, employee,or agent of another corporation, partnership, joint venture, trust, or otherenterprise, or was a Director, Officer, employee, or agent of a corporationwhich was a predecessor corporation of the Corporation or of another enterpriseat the request of such predecessor corporation. For purposes of this Section 3.15, “proceeding” means anythreatened, pending, or completed action or proceeding, whether civil,criminal, administrative or investigative. For purposes of this Section 3.15, “expenses” includes, withoutlimitation, attorneys’ fees and any expenses of establishing a right toindemnification.

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ARTICLE IV

Officers

Section 4.01       Officers.  The Officers of the Corporation shall be aPresident, a Vice President, a Secretary and a Treasurer.  The Corporation may also have, at thediscretion of the Board of Directors, a Chairman of the Board, one or moreadditional Vice Presidents, one or more Assistant Secretaries and one or moreAssistant Treasurers, and such other Officers as may be appointed in accordancewith the provisions of Section 4.03. One person may hold two or moreoffices, except those of President and Secretary.

Section 4.02       Election.  The Officers of the Corporation, except suchOfficers as may be appointed in accordance with the provisions ofSection 4.03 or Section 4.05, shall be chosen annually by the Boardof Directors, and each shall hold his office until he shall resign or shall beremoved or otherwise disqualified to serve, or his successor shall be electedand qualified.

Section 4.03       SubordinateOfficers, etc.  The Board of Directorsmay appoint such other Officers as the business of the Corporation may require,each of whom shall have such authority and perform such duties as are providedin these By-Laws or as the Board of Directors may from time to time specify,and shall hold office until he shall resign or shall be removed or otherwisedisqualified to serve.

Section 4.04       Removal andResignation.  Any Officer may be removed,either with or without cause by a majority of the Directors at the time inoffice, at any regular or special meeting of the Board, or, except in case ofan Officer chosen by the Board of Directors, by any Officer upon whom suchpower of removal may be conferred by the Board of Directors.  Any Officer may resign at any time by givingwritten notice to the Board of Directors or to the President, or to the Secretaryof the Corporation.  Any such resignationshall take effect at the date of the receipt of such notice or at any latertime specified therein; and, unless otherwise specified therein, the acceptanceof such resignation shall not be necessary to make it effective.

Section 4.05       Vacancies.  A vacancy in any office because of death,resignation, removal, disqualification or any other cause shall be filled inthe manner prescribed in the By-Laws for regular appointments to such office.

Section 4.06       Chairman of theBoard.  The Chairman of the Board, ifthere shall be such an Officer, shall, if present, preside at all meetings ofthe Board of Directors, and exercise and perform such other powers and dutiesas may be from time to time assigned to him by the Board of Directors orprescribed by these By-Laws.

Section 4.07       President.  Subject to such supervisory powers, if any,as may be given by the Board of Directors to the Chairman of the Board, ifthere be such an Officer, the President shall be the Chief Executive Officer ofthe Corporation and shall, subject to the control of the Board of Directors,have general supervision, direction and control of the business and affairs ofthe Corporation.  He shall preside at allmeetings of the shareholders and, in the absence of the Chairman of the Board,at all meetings of the Board of Directors. He shall be ex officio a member of all the standing committees,including the Executive Committee, if any, and shall have the general powersand duties of management usually vested in the office of President of acorporation, and shall have such other powers and duties as may be prescribedby the Board of Directors or these By-Laws.

Section 4.08       Vice President.  In the absence or disability of thePresident, the Vice Presidents in order of their rank as fixed by the Board ofDirectors, or if not ranked, the Vice President designated by the Board ofDirectors, shall perform all the duties of the President, and when so actingshall have all the powers of, and be subject to all the restrictions upon, thePresident.  The Vice Presidents shallhave such other powers and perform such other duties as from time to time maybe prescribed for them respectively by the Board of Directors or these By-Laws.

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Section 4.09       Secretary.  The Secretary shall keep, or cause to bekept, a book of minutes at the principal office or such other place as theBoard of Directors may order, of all meetings of Directors and shareholders,with the time and place of holding, whether regular or special, and if special,how authorized, the notice thereof given, the names of those present atDirectors’ meetings, the number of shares present or represented atshareholders’ meetings and the proceedings thereof.  The Secretary shall keep, or cause to bekept, at the principal office or at the office of the Corporation’s transferagent, a share register, or a duplicate share register, showing the names ofthe shareholders and their addresses; the number and classes of shares held byeach; the numbers and dates of certificates issued for the same; and the numberand date of cancellation of every certificate surrendered forcancellation.  The Secretary shall give,or cause to be given, notice of all the meetings of the shareholders and of theBoard of Directors required by the By-Laws or by law to be given, and he shallkeep the seal of the Corporation in safe custody, and shall have such otherpowers and perform such other duties as may be prescribed by the Board ofDirectors or these By-Laws.  If for anyreason the Secretary shall fail to give notice of any special meeting of theBoard of Directors called by one or more of the persons identified in the firstparagraph of Section 3.08, or if he shall fail to give notice of anyspecial meeting of the shareholders called by one or more of the personsidentified in Section 2.03, then any such person or persons may givenotice of any such special meeting.

Section 4.10       Treasurer.  The Treasurer shall keep and maintain, orcause to be kept and maintained, adequate and correct accounts of theproperties and business transactions of the Corporation, including accounts ofits assets, liabilities, receipt, disbursements, gains, losses, capital,surplus and shares.  Any surplus,including earned surplus, paid-in surplus and surplus arising from a reductionof stated capital, shall be classified according to source and shown in aseparate account.  The books of accountshall at all reasonable times be open to inspection by any Director.  The Treasurer shall deposit all moneys andother valuables in the name and to the credit of the Corporation with suchdepositories as may be designated by the Board of Directors.  He shall disburse the funds of theCorporation as may be ordered by the Board of Directors, shall render to thePresident and Directors, whenever they request it, an account of all of histransactions as Treasurer and of the financial condition of the Corporation,and shall have such other powers and perform such other duties as may beprescribed by the Board of Directors or these By-Laws.

ARTICLE V

Miscellaneous

Section 5.01       Record Date andClosing Stock Books.  The Board ofDirectors may fix a time in the future as a record date for the determinationof the shareholders entitled to notice of and to vote at any meeting ofshareholders or entitled to receive any dividend or distribution, or anyallotment of rights, or to exercise rights in respect to any change, conversionor exchange of shares.  The record dateso fixed shall be not more than fifty (50) days prior to the date of the meetingor event for the purposes of which it is fixed. When a record date is so fixed, only shareholders who are such of recordon that date are entitled to notice of and to vote at the meeting or to receivethe dividend, distribution, or allotment of rights, or to exercise the rightsas the case may be, notwithstanding any transfer of any shares on the books ofthe Corporation after the record date. The Board of Directors may close the books of the Corporation againsttransfers of shares during the whole or any part of a period not more thanfifty (50) days prior to the date of a shareholders’ meeting, the datewhen the right to any dividend, distribution, or allotment of rights vests, orthe effective date of any change, conversion or exchange of shares.

Section 5.02       Inspection ofCorporate Records.  The share register orduplicate share register, the books of account, and minutes of proceedings ofthe shareholders and the Board of Directors and of executive committees ofDirectors shall be open to inspection upon the written demand of anyshareholder or the holder of a voting trust certificate, at any reasonabletime, and for a purpose reasonably related to his interests as a

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shareholder, or as the holder of such voting trust certificate, andshall be exhibited at any time when required by the demand at any shareholders’meeting of ten per cent (10%) of the shares represented at themeeting.  Such inspection may be made inperson or by an agent or attorney, and shall include the right to makeextracts.  Demand of inspection otherthan at a shareholders’ meeting shall be made in writing upon the President,Secretary, Assistant Secretary or General Manager of the Corporation.

Section 5.03       Checks, Drafts,etc.  All checks, drafts or other ordersfor payment of money, notes or other evidences of indebtedness, issued in thename of or payable to the Corporation, shall be signed or endorsed by suchperson or persons and in such manner as, from time to time, shall be determinedby resolution of the Board of Directors.

Section 5.04       Annual Report.  The Board of Directors shall cause an annualreport to be sent to the shareholders, not later than one hundred andtwenty (120) days after the close of the fiscal or calendar year.

Section 5.05       Contract, etc.,How Executed.  The Board of Directors,except as in these By-Laws otherwise provided, may authorize any Officer orOfficers, agent or agents, to enter into any contract or execute any instrumentin the name of and on behalf of the Corporation, and such authority may begeneral or confined to specific instances; and unless so authorized by theBoard of Directors, no Officer, agent or employee shall have any power orauthority to bind the Corporation by any contract or engagement or to pledgeits credit or to render it liable for any purpose or in any amount.

Section 5.06       Certificates ofStock.  A certificate or certificates forshares of the capital stock of the Corporation shall be issued to eachshareholder when any such shares are fully paid up.  All such certificates shall be signed by thePresident or a Vice President and the Secretary or an Assistant Secretary, orbe authenticated by facsimiles of the signatures of the President andSecretary, or by a facsimile of the signature of the President and the writtensignature of the Secretary or an Assistant Secretary.  Every certificate authenticated by afacsimile of a signature must be countersigned by a transfer agent or transferclerk, and be registered by an incorporated bank or trust company, eitherdomestic or foreign, as registrar of transfers, before issuance.  Certificates for shares may be issued priorto full payment under such restrictions and for such purposes as the Board ofDirectors or these By-Laws may provide; provided, however, that any suchcertificate so issued prior to full payment shall state on its face the amountremaining unpaid and the terms of payment thereof.

Section 5.07       Representationof Shares of Other Corporations.  ThePresident or any Vice President and the Secretary or Assistant Secretary ofthis Corporation are authorized to vote, represent and exercise on behalf ofthis Corporation all rights incident to any and all shares of any othercorporation or corporations standing in the name of this Corporation.  The authority herein granted to said Officersto vote or represent on behalf of this Corporation any and all shares held bythis Corporation in any other corporation or corporations may be exercisedeither by such Officers in person or by any person authorized so to do by proxyor power of attorney duly executed by said Officers.

Section 5.08       Inspection ofBy-Laws.  The Corporation shall keep inits principal office for the transaction of business the original or a copy ofthese By-Laws as amended or otherwise altered to date, certified by theSecretary, which shall be open to inspection by the shareholders at allreasonable times during office hours.

Section 5.09       Periodic Reports.  Regular reports containing detailed financialand other information concerning the business and affairs of the Corporationshall be furnished periodically to the responsible Officers and Directors ofthe Corporation, and such reports shall be designed to keep each such Officerand Director currently and reasonably informed of the affairs of theCorporation.

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ARTICLE VI

Amendments

Section 6.01       Power ofShareholders.  New By-Laws may be adoptedor these By-Laws may be amended or repealed by the vote of shareholdersentitled to exercise a majority of the voting power of the Corporation or bythe written assent of such shareholders, except as otherwise provided by law orby the Articles of Incorporation; provided that the vote or written assent ofshareholders holding more than eighty percent (80%) of the voting power ofthe Corporation shall be required to reduce the authorized number of Directorsbelow five (5).

Section 6.02       Power ofDirectors.  Subject to the right ofshareholders as provided in Section 6.01 to adopt, amend or repealBy-Laws, By-Laws other than a By-Law or amendment thereof, changing theauthorized number of Directors may be adopted, amended or repealed by the Boardof Directors at any regular or special meeting thereof.

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