Exhibit 3.2
BYLAWS
OF
HALIFAX ENGINEERING, INC.
ARTICLE I
OFFICES
     The Company shall maintain a principal office in the State ofVirginia. The Company may also have offices in such other places eitherwithin or without the State of Virginia as the Board of Directors may fromtime to time designate or as the business of the Company may require.
ARTICLE II
SEAL
     The seal of this Company shall contain the words, “HalifaxEngineering, Inc.” between two concentric circles, and “1967” within thesmall circle.
ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1. PLACE: Meetings of the stockholders of the Company shall beheld at such place either within or without the State of Virginia asmay from time to time be designated by the Board of Directors andstated in the notice of meeting.
Section 2. ANNUAL MEETING: An annual meeting of the stockholders ofthe Company shall be held on such date and at such place as shall bedetermined by the Board of Directors for the election of directors andfor the transaction of such other business as may be brought beforethe meeting.
Section 3. SPECIAL MEETINGS: Special meetings of thestockholders may be called on the order of the President, Chairman orof a majority of the Board of Directors.
 

 

Section 4. NOTICE: Written notice of all meetings of the stockholders shallbe mailed to or delivered to each stockholder not less than ten (10) ormore than sixty (60) days prior to the meeting. Notice of any specialmeeting shall state in general terms the purposes for which the meeting isto be held.
Section 5.STOCKHOLDERS LIST: The officer or agent having charge of thestock transfer books for shares of this Company shall make, at least ten(10) days before each meeting of stockholders, a complete list of thestockholders entitled to vote at such meeting or any adjournment thereof,arranged in alphabetical order, with the address of and the number ofshares held by each stockholder, which list, for a period of ten (10) daysprior to such meeting, shall be kept on file at the principal office of theCompany and shall be subject to inspection by any stockholder at any timeduring the usual business hours. Such list shall also be produced and keptopen at the time and place of the meeting and shall be subject to theinspection of any stockholder during the whole time of the meeting. Theoriginal stock transfer books shall be prima facie evidence as to who arethe stockholders entitled to examine such list or transfer books or to voteat any meeting of stockholders.
Section 6. QUORUM: The holders of one half (1/2) of the issued andoutstanding shares of the capital stock of the Company entitled to votethereat, present in person or represented by proxy, shall constitute aquorum for the transaction of business at all meetings of the stockholdersexcept as may otherwise be provided by law, by the Certificate ofIncorporation or by these Bylaws; but if there be less than a quorum, theholders of a majority of the stock so present or represented may adjournthe meeting from time to time.
Section 7. VOTING: At all meetings of the stockholders, every registeredowner of shares entitled to vote may vote in person or by proxy and shallhave one vote for each such share standing in his name on the books of theCompany. A stockholder may vote by proxy executed in writing by the saidstockholder or by his duly authorized attorney-in-fact. Such proxy shall befiled with the Secretary of the corporation before or at the time of themeeting. No proxy shall be valid after eleven months from the date of itsexecution, unless otherwise specifically so provided in the proxy. At allelections of directors, the voting shall be by ballot.
 

 

The Board of Directors, or, if the Board shall not have made the appointment,the chairman presiding at any meeting of stockholders, shall have power toappoint two or more persons to act as inspectors or tellers, to receive,canvass, and report the votes cast by the stockholders at such meeting; but nocandidate for the office of director shall be appointed as inspector or tellerat any meeting for the election of directors.
Section 8. CHAIRMAN OF MEETING: The President or the Chairman shall preside atall meetings of the stockholders; and, in the absence of the President andChairman, the Board of Directors may appoint any stockholder to act aschairman of the meeting.
Section 9. SECRETARY OF MEETING: The Secretary of the Company shall act assecretary of all meetings of the stockholders; and, in his absence, thechairman may appoint any person to act as secretary of the meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. MANAGEMENT OF COMPANY: The property, business, and affairs of theCompany shall be managed and controlled by its Board of Directors which shallconsist of between three (3) and seven (7) members, the precise number ofwhich shall be fixed from time to time by resolution of the Board ofDirectors.
Section 2. TERM OF OFFICE: The Directors shall be elected annually by thestockholders at the annual meeting and shall hold office for one (1) year oruntil their successors are duly elected and qualified; however, no provisionof this section shall be restrictive upon the right of the Board of Directorsto fill vacancies as hereinafter provided.
Section 3*.*VACANCY: Whenever any vacancy shall occur in the Board ofDirectors, by reason of death, resignation, or increase in the number ofdirectors or otherwise, it may be filled by a majority of the remainingdirectors, though less than a quorum, for the balance of the term except that,in the case of an increase in the number of directors, such vacancy may befilled only until the next annual meeting of stockholders, at which time thevacancy shall be filled by vote of the stockholders.
 

 

Section 4. ANNUAL MEETING: The annual meeting of the Board of Directors, ofwhich no notice shall be necessary, shall be held immediately following theannual meeting of the stockholders or immediately following any adjournmentthereof for the purpose of the organization of the Board, the election of aChairman and the election or appointment of officers for the ensuing year andfor the transaction of such other business as may conveniently and properlybe brought before such meeting.
Section 5. SPECIAL MEETINGS: Special meetings of the Board of Directors maybe called by order of the Chairman of the Board, the President, or byone-third of the directors for the time being, in office. The Secretary shallgive notice of the time, place, and purpose or purposes of each specialmeeting by mailing the same at least five (5) days before the meeting or bytelephoning or telegraphing the same at least two (2) days before the meetingof each director.
Section 8. CONDUCT OF MEETINGS: At meetings of the Board of Directors, theChairman of the Board, the President, or a designated Director shall preside.A majority of the members of the Board of Directors shall constitute a quorumfor the transaction of business, but less than a quorum may adjourn anymeeting from time to time until a quorum shall be present, whereupon themeeting may be held, as adjourned, without further notice. In the event ofwithdrawal of enough directors to leave less than a quorum, the directorspresent at a duly organized meeting may not continue to transact business. Atany meeting at which every director shall be present, even though without anynotice, any business may be transacted.
Section 9. COMPENSATION: The directors shall receive such compensation fortheir service as directors and as members of any committee appointed by theBoard as may be prescribed by the Board of Directors and shall be reimbursedby the Company for ordinary and reasonable expenses incurred in theperformance of their duties.
Section 10. MANIFESTATION OF DISSENT: A Director of the Company who ispresent at a meeting of the Board of Directors at which action or anycorporate matter is taken shall be presumed to have assented to the actiontaken unless his dissent shall be entered in the minutes of the meeting orunless he shall file his written dissent to such action with the personacting as the secretary of the meeting before the adjournment thereof orshall forward such dissent by registered mail to the Secretary of the Companyimmediately after the adjournment of the meeting. Such right of dissent shallnot apply to a director who voted in favor of such action.
 

 

ARTICLE V
COMMITTEE
Section 1. EXECUTIVE COMMITTEE: The Board of Directors may appoint from amongits members an Executive Committee of not less than two (2) nor more than five(5) members, one of whom shall be the President, and shall designate one ofsuch members Chairman. The Board may also designate one or more of its membersas alternates to serve as a member or members of the Executive Committee in theabsence of a regular member or members. The Board of Directors reserves toitself alone the power to declare dividends, issue stock, recommend tostockholders any action requiring their approval, change the membership of anycommittee at any time, fill vacancies therein, and discharge any committeeeither with or without cause at any time. Subject to the foregoing limitations,the Executive Committee shall possess and exercise all other powers of theBoard of Directors during the intervals between meetings.
Section 2. AUDIT COMMITTEE: The Board of Directors may appoint a AuditCommittee of three or more directors, at least a majority of whom shall beneither officers nor otherwise employed by the Company. The Board shalldesignate one director as Chairman of the Committee, and may designate one ormore directors as alternate members of the Committee, who may replace anyabsent or disqualified member at any meeting of the Committee. The Committeeshall have the power to review the financial affairs of Company and tocommunicate directly with representatives of the public accounting firmconducting audits of the Company’s finances and shall otherwise exercise suchpowers as may be specifically delegated to it by the Board and act upon suchmatters as may be referred to it from time to time for study andrecommendation by the Board or the President.
Section 3. OTHER COMMITTEES: The Board of Directors may also appoint fromamong its own members such other committees as the Board may determine, whichshall in each case consist of not less than two directors, and which shallhave such powers and duties as shall from time to time be prescribed by theBoard. The President shall be a member ex officio of each committee appointedby the Board of Directors.
 

 

Section 4. RULES OF PROCEDURE: A majority of the members of any committee mayfix its rules of procedure. All action by any committee shall be reported tothe Board of Directors at a meeting succeeding such action and shall be subjectto revision, alteration, and approval by the Board of Directors; provided thatno rights or acts of third parties shall be affected by any such revision oralteration.
ARTICLE VI
OFFICERS
Section 1*.*ELECTION: The Board of Directors shall elect a President from itsown number and such Vice Presidents (who may or may not be directors) as inthe opinion of the Board the business of the Company requires, a Controller, aTreasurer, a Secretary, and a General Counsel; and it shall elect or appointfrom time to time such other or additional officers as in its opinion aredesirable for the conduct of the business of the Company.
Section 2. REMOVAL: In its discretion the Board of Directors, by vote of amajority of the whole Board, may leave unfilled for any period as it may fixby resolution any office except those of President, Controller, Treasurer, andSecretary.
Section 3. DUTIES OF PRESIDENT: The President shall be the chief executive andadministrative officer of the Company. He shall preside at all meetings of thestockholders and, in the absence of the Chairman of the Board, at meetings ofthe Board of Directors. He shall exercise such duties as customarily pertainto the office of President and shall have general and active supervision overthe property, business, and affairs of the Company and over its severalofficers. He may appoint officers, agents, or employees other than thoseappointed by the Board of Directors. He may sign, execute, and deliver in thename of the Company powers of attorney, contracts, bonds, and otherobligations and shall perform such other duties as may be prescribed from timeto time by the Board of Directors or by the By-laws.
 

 

Section 4. DUTIES OF EXECUTIVE VICE PRESIDENT: The Executive Vice Presidentshall possess the power and may perform the duties of the President in hisabsence or disability and shall perform such other duties as may be prescribedfrom time to time by the Board of Directors.
Section 5. DUTIES OF VICE PRESIDENTS: The Vice Presidents shall have suchpowers and perform such duties as may be assigned to them by the Board ofDirectors or the President. In the absence or disability of the President andthe Executive Vice President, the Vice President designated by the Board orthe President shall perform the duties and exercise the powers of thePresident. A Vice President may sign and execute contracts and otherobligations pertaining to the regular course of his duties.
Section 6. DUTIES OF CONTROLLER: The Controller shall be responsible to theBoard of Directors and the President for all financial control and internalaudit of the Company and its subsidiaries. He shall perform such other dutiesas may be assigned to him by the Board of Directors or the President and shallbe responsible to a designated Vice President only for the routineadministrative matters pertaining to the duties of his office.
Section 7. DUTIES OF THE TREASURER: The Treasurer shall, subject to thedirection of a designated Vice President, have general custody of all thefunds and securities of the Company and have general supervision of thecollection and disbursement of funds of the Company. He shall endorse onbehalf of the Company for collection checks, notes, and other obligations, andshall deposit the same to the credit of the Company in such bank or banks ordepositaries as the Board of Directors may designate. He may sign, with thePresident, or such other person or persons as may be designated for thepurpose by the Board of Directors, all bills of exchange or promissory notesof the Company. He shall enter or cause to be entered regularly in the booksof the Company full and accurate account of all moneys received and paid byhim on account of the Company; shall at all reasonable times exhibit his booksand accounts to any director of the Company upon application at the office ofthe Company during business hours; and, whenever required by the Board ofDirectors or the President, shall render a statement of his accounts. He shallperform such other duties as may be prescribed from time to time by the Boardof Directors or by the Bylaws. He shall give bond for the faithful performanceof his duties in such sum and with such surety as shall be approved by theBoard of Directors.
 

 

Section 8. SECRETARY: The Secretary shall, subject to the direction of adesignated Vice President, keep the minutes of all meetings of the stockholdersand of the Board of Directors, and to the extent ordered by the Board ofDirectors or the President, the minutes of meetings of all committees. He shallcause notice to be given of meetings of stockholders, of the Board ofDirectors, and of any committee appointed by the Board. He shall have custodyof the corporate seal and general charge of the records, documents, and papersof the Company not pertaining to the performance of the duties vested in otherofficers, which shall at all reasonable times be open to the examination of anydirector. He may attest contracts executed by the President or a Vice Presidentthereunto authorized in the name of the Company and affix the seal of theCompany thereto. He shall perform such other duties as may be prescribed fromtime to time by the Board of Directors or by the Bylaws. He shall be sworn tothe faithful discharge of his duties.
Section 9. COUNSEL: The General Counsel shall advise and represent the Companygenerally in all legal matters and proceedings and shall act as counsel to theBoard of Directors and the Executive Committee. The General Counsel may signand execute pleadings, powers of attorney pertaining to legal matters, and anyother contracts and documents in the regular course of his duties.
Section 10. BANK ACCOUNTS: In addition to such bank accounts as may beauthorized in the usual manner by resolution of the Board of Directors, theTreasurer or the Controller of the Company with the approval of the Presidentor the Executive Vice President may authorize such bank accounts to be openedor maintained in the name and on behalf of the Company as he may deemnecessary or appropriate, payments from such bank accounts to be made uponand according to the check of the Company which may be signed jointly orsingly by either the manual or facsimile signature or signatures of suchofficer or bonded employee or such officers or bonded employees of theCompany as shall be specified in the written instructions of the Treasurer orthe Controller of the Company with the approval of the President or theExecutive Vice President of the Company.
Section 11. VACANCIES: In case any office shall become vacant, the Board ofDirectors shall have power to fill such vacancies. In case of the absence ordisability of any officer, the Board of Directors may delegate the powers orduties of any officer to another officer or a director for the time being.
 

 

Section 12. EXERCISE OF RIGHTS AS STOCKHOLDERS: Unless otherwise ordered bythe Board of Directors, the President or a Vice President thereunto dulyauthorized by the President shall have full power and authority on behalf ofthe Company to attend and to vote at any meeting of stockholders of anycorporation in which this Company may hold stock, and may exercise on behalfof this Company any and all of the rights and powers incident to theownership of such stock at any such meeting, and shall have power andauthority to execute and deliver proxies and consents on behalf of thisCompany in connection with the exercise by this Company of the rights andpowers incident to the ownership of such stock. The Board of Directors, fromtime to time, may confer like powers upon any other person or persons.
ARTICLE VII
REIMBURSEMENT AND INDEMNIFICATION
Section 1. REIMBURSEMENT: Each director and officer of the Company shall beentitled to reimbursement for his reasonable expenses incurred in connectionwith his attention to the affairs of the Company, including attendance atmeetings. Each employee of the Company other than an officer shall beentitled to such reimbursement for his reasonable expenses incurred inconnection with his attention to the affairs of the Company as the Board ofDirectors, or any person designated by one of them may authorize.
Section 2. LIMIT ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS:
   A. Definitions. For purposes of this Article, the following definitionsapply:
   (1) The Company means Halifax Engineering, Inc. only andno predecessor entity or other legal entity which is outsidethe Company.
   (2) Expenses include counsel fees, expert witness fees andcost of investigation, litigation and appeal as well as anyamounts expended in asserting a claim for indemnification.
   (3) Liability means the obligation to pay a judgment,settlement, penalty, fine or other such obligation including,without limitation, any excise tax assessed with respect to anemployee benefit plan.
   (4) Legal entity means a corporation, partnership, jointventure, trust employee benefit plan or other enterprise.
   (5) Predecessor Entity means a legal entity the existenceof which ceased upon its acquisition by the Company in amerger or otherwise.
   (6) Proceedings means any threatened, pending or completedaction, suit, proceeding or appeal whether civil, criminal,administrative or investigative and whether formal orinformal.
 

 

   B.**Limit on Liability.** In every instance permitted by theVirginia Stock Corporation Act, as it exists on the date hereof ormay hereafter be amended, the liability of a director or officerof the Company to the Company or its shareholders arising out of asingle transaction, occurrence or course of conduct shall belimited to one hundred dollars ($100.00).
   C. **Indemnification of Directors and Officers.** The Companyshall indemnify any individual who is, was or is threatened to bemade a party to a proceeding (including a proceeding by or in theright of the Company) because he is or was a director or officerof the Company or because he is or was serving the Company or anyother legal entity in any capacity at the request of the Companywhile a director or officer of the Company, against allliabilities and reasonable expenses incurred in the proceedingexcept such liabilities and expenses as are incurred because of his willfulmisconduct or knowing violation of the criminal law. Service as a director orofficer of a legal entity controlled by the Company shall be deemed service atthe request of the Company. The determination that indemnification under thisparagraph C is permissible and the evaluation as to the reasonableness ofexpenses in a specific case shall be made, in the case of a director, asprovided by law, and in the case of an officer, as provided in paragraph D ofthis Article; provided, however, that if a majority of the directors of theCompany has changed after the date of the alleged conduct giving rise to aclaim for indemnification, such determination and evaluation shall, at theoption of the person claiming indemnification, be made by special legalcounsel agreed upon by the Board of Directors and such person. Unless adetermination has been made that indemnification is not permissible, theCompany shall make advances and reimbursements for expenses incurred by adirector or officer in a proceeding upon receipt of an undertaking from him torepay the same if it is ultimately determined that he is not entitled toindemnification. Such undertaking shall be an unlimited, unsecured generalobligation of the director or officer and shall be accepted without referenceto his ability to make repayment. The termination of a proceeding by judgment,order, settlement, conviction or upon a plea of nolo contendere or itsequivalent, shall not of itself create a presumption that a director orofficer acted in such a manner as to make him ineligible for indemnification.The Company is authorized to contract in advance to indemnify and makeadvances and reimbursements for expenses to any of its directors or officersto the same extent provided in this paragraph C.
 

 

   D. **Indemnification of Others.** The Company may, to a lesserextent or to the same extent that it is required to provideindemnification and make advances and reimbursements for expensesto its directors and officers pursuant to paragraph C, provideindemnification and make advances and reimbursements for expensesto its employees and agents, the directors, officers, employeesand agents of its subsidiaries and predecessor entities, and anyperson serving any other legal entity in any capacity at therequest of the Company, and may contract in advance to do so. Thedetermination that indemnification under this paragraph D ispermissible, the authorization of such indemnification and theevaluation as to the reasonableness of expenses in a specific caseshall be made as authorized from time to time by general orspecific action of the Board of Directors, which action may betaken before or after a claim for indemnification is made, or asotherwise provided by law. No person’s rights under paragraph Cof this Article shall be limited by the provisions of thisparagraph D.
   E. **Miscellaneous.** Every reference in this Article to personswho are or may be entitled to indemnification shall include allpersons who formerly occupied any of the positions referred to andtheir respective heirs, executors and administrators. Speciallegal counsel selected to make determinations under this Articlemay be counsel for the Company. Indemnification pursuant to thisArticle shall not be exclusive of any other right ofindemnification to which any person may be entitled, includingindemnification pursuant to a valid contract, indemnification bylegal entities other than the Company and indemnification underpolicies of insurance purchased and maintained by the Company orothers. However, no person shall be entitled to indemnificationby the Company to the extent he is indemnified by another,including an insurer. The Company is authorized to purchase andmaintain insurance against any liability it may have under thisArticle or to protect any of the persons named above against anyliability arising from their service to the Company or any otherlegal entity at the request of the Company regardless of theCompany’s power to indemnify against such liability. Theprovisions of this Article shall not be deemed to preclude theCompany from entering into contracts otherwise permitted by lawwith any individuals or legal entities, including those namedabove. If any provision of this Article or its application to anyperson or circumstance is held invalid by a court of competentjurisdiction, the invalidity shall not affect other provisions orapplications of this Article, and to this end the provisions ofthis Article are severable.
   F. Application; Amendments. The provisions of this Articleshall be applicable from and after its adoption even though someor all of the underlying conduct or events relating to aproceeding may have occurred before such adoption. No amendment,modification or repeal of this Article shall diminish the rightsprovided hereunder to any person arising from conduct or eventsoccurring before the adoption of such amendment, modification orrepeal.
 

 

ARTICLE VIII
CAPITAL STOCK
Section 1. STOCK CERTIFICATES: Certificates for stock of the Company shall bein such form as the Board of Directors may from time to time prescribe andshall be signed by the Chairman or President and the Secretary or an AssistantSecretary. If certificates are signed by a Transfer Agent, acting in behalf ofthe Company, and a Registrar, the signatures of the officers of the Company maybe facsimile.
Section 2. TRANSFER AGENT: The Board of Directors shall have power to appointone or more Transfer Agents and Registrars for the transfer and registrationof certificates of stock of any class, and may require that stock certificatesshall be countersigned and registered by one or more of such Transfer Agentsand Registrars.
Section 3. TRANSFER OF STOCK: Shares of capital stock of the Company shall betransferable on the books of the Company only by the holder of record thereofin person or by a duly authorized attorney, upon surrender and cancellation ofcertificates for a like number of shares.
Section 4. LOST CERTIFICATES: In case any certificate for the capital stock ofthe Company shall be lost, stolen, or destroyed, the Company may require suchproof of the fact and such indemnity to be given to it and to its TransferAgent and Registrar, if any, as shall be deemed necessary or advisable by it.
Section 5. HOLDER OF RECORD: The Company shall be entitled to treat the holderof record of any share or shares of stock as the holder thereof in fact andshall not be bound to recognize any equitable or other claim to or interest insuch shares on the part of any other person, whether or not it shall haveexpress or other notice thereof, except as otherwise expressly provided bylaw.
 

 

Section 6. RECORD DATE: The Board of Directors may fix in advance a date, notexceeding 70 days preceding the date of any meeting of stockholders, or thedate for the payment of any dividend or the date for allotment of rights, orthe date when any change or conversion or exchange of capital stock shall gointo effect, as a record date for the determination of the stockholdersentitled to notice of and to vote at any such meeting, or entitled to receivepayment of any such dividends, or any such allotment of rights, to exercise therights in respect to any such change, conversion, or exchange of capital stock,and in such case only stockholders of record on the date so fixed shall beentitled to such notice of and to vote at such meeting, or to receive paymentof such dividend, or allotment of rights, or exercise such rights, as the casemay be, and notwithstanding any transfer of any stock on the books of theCompany after any such record date fixed as herein provided.
ARTICLE IX
NOTICES AND ACTION WITHOUT MEETING
Section 1. NOTICE: Whenever under the provisions of a statute or of theArticles of Incorporation or of these By-laws, notice is required to be givento any director or stockholder, it shall not be construed to mean personalnotice, but such notice may be given in writing, by mail, postage prepaid andaddressed to such director or stockholder at such address as appears on thebooks of the corporation, and such notice shall be deemed to be given at thetime when the same shall be thus mailed.
Section 2. WAIVER OF NOTICE: Whenever any notice whatever is required to begiven by the provisions of a statute or of the Articles of Incorporation orthese By-laws, a waiver thereof in writing, signed by the person or personsentitled to said notice, whether before, at or after the time stated therein,or the appearance of such person or persons in person or by proxy at anymeeting for which notice was required shall be deemed equivalent thereto.
Section 3. CONSENT: Any action required or which may be taken at a meeting ofthe directors, stockholders or members of any executive committee of theCompany, may be taken without a meeting if a consent in writing, setting forththe action so taken, shall be signed by all of the directors, stockholders ormembers of the executive committee, as the case may be, entitled to vote withrespect to the subject matter thereof.
 

 

Section 4. TELEPHONIC MEETING: Notwithstanding anything in these By-laws tothe contrary, members of the Board of Directors or any committee may meet bymeans of conference telephone or similar communications equipment by whichall persons participating in the meeting can hear each other at the sametime. Such participation shall constitute presence in person at the meeting.
ARTICLE X
AMENDMENT
The Board of Directors shall have power to add any provision to or to alteror repeal any provision of these Bylaws by the vote of a majority of all ofthe directors at any regular or special meeting of the Board, provided that astatement of the proposed action shall have been included in the notice ofwaiver or notice of such meeting of the Board. The stockholders may alter orrepeal any provision of these Bylaws by the vote of a majority of thestockholders at any meeting, provided that a statement of the proposed actionshall have been included in the notice or waiver of notice of such meeting ofstockholders.
 

 

**AMENDMENTS TO THE COMPANY’S BYLAWS**
A. The following section shall be added under “Article III. Meetings ofStockholders”:
     Section 10. Nomination of Directors and Submission of Proposals:Nominations for directors to be elected at a meeting of shareholders may bemade by the Board of Directors or by any shareholder of any outstanding classof the Company’s stock entitled to vote on the election of directors. Proposalsto be considered at a meeting of shareholders may be made by the Board ofDirectors or any holder of any outstanding class of the Company’s stockentitled to vote on the proposal at the meeting of shareholders. Nominationsand proposals made by the Board of Directors shall be made pursuant toprocedures established by the Board of Directors. Nominations by shareholdersfor directors to be elected, or proposals by shareholders to be considered, ata meeting of shareholders and which have not been previously approved by theBoard of Directors, must be submitted to the Chairman of the Nominating andCorporate Governance Committee, in case of nominations for director, and theSecretary of the Company, in case of shareholder proposals, in writing, eitherby personal delivery, nationally recognized express mail or United States mail,postage prepaid, not later than (i) with respect to an election to be held, ora proposal to be considered, at an annual meeting of shareholders, the latestdate upon which shareholder proposals must be submitted to the Company forinclusion in the Company’s proxy statement relating to such meeting pursuant toRule 14a-8 under the Securities Exchange Act of 1934, as amended, or anysuccessor rule or regulation (“Rule 14a-8”) promulgated by the Securities andExchange Commission (“SEC”) or, if the Company is no longer subject to theproxy rules of the SEC, at least ninety (90) days prior to the date one yearfrom the date of the immediately preceding annual meeting of shareholders, and(ii) with respect to an election to be held, or a proposal to be considered, ata special meeting of shareholders, the earlier of (a) thirty (30) days prior tothe printing of the Company’s proxy materials or information statement withrespect to such meeting or (b) if no proxy materials or information statementare being distributed to shareholders, at least the close of business on thefifth day following the date on which notice of such meeting is first given toshareholders. Each such nomination or proposal shall set forth:
 1. The name and address of the shareholder making thenomination or proposal and the person or persons nominated, or the subject matter of theproposal submitted;  2. A representation that the shareholder is a holder of record,and/or beneficial owner, of the voting stock of the Company entitled to vote at such meeting andintends to appear in person or by proxy at the meeting to vote for the person or personsnominated, or the proposal submitted;  3. A description of all arrangements and understandings betweenthe shareholder and each nominee and any other person or persons (naming such person orpersons) pursuant to which the nomination was made, or the proposal was submitted, bythe shareholder;  4. Such other information regarding each nominee proposed by suchshareholder as would be required to be included in a proxy statement filed pursuant tothe proxy rules of the SEC had the nominee been nominated by the Nominating Committee,including but not limited to, the principal occupation of each proposed nominee; and  5. The consent of each nominee to serve as a director of the Company if soelected.
 

 

     In order for stockholder proposals to be included in the Company’s proxymaterials related to an annual or special meeting, the stockholder submittingsuch proposal must comply with Rule 14a-8.
B. The last sentence, which follows, shall be removed from “Section 3.Other Committees” under “Article V. Committee”:
     “The President shall be a member ex officio of each committeeappointed by the Board of Directors.”