**Exhibit  3.4**

 

 

 

 

 

 

BYLAWS

OF

SOCKET COMMUNICATIONS, INC.  (a Delaware corporation)

 

 

 

 

 

 

 

 

 

 

 

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BYLAWS  OF  SOCKET COMMUNICATIONS, INC.  (a Delaware corporation)

| **TABLE        OF CONTENTS** |
|------------------------------|
| ARTICLE      I****           |
|                         | CORPORATE OFFICES |   |
|                         | 1.1 | REGISTERED      OFFICE |   |
|                         | 1.2 | OTHER      OFFICES |   |
| ARTICLE      II              |
|                              | MEETINGS OF STOCKHOLDERS |  |
|                         | 2.1 | PLACE      OF MEETINGS |   |
|                         | 2.2 | ANNUAL      MEETING |   |
|                         | 2.3 | SPECIAL      MEETING |   |
|                         | 2.4 | NOTICE      OF STOCKHOLDERS' MEETINGS |   |
|                         | 2.5 | ADVANCE      NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER |   |
|                         | 2.6 | MANNER      OF GIVING NOTICE; AFFIDAVIT OF NOTICE |   |
|                         | 2.7 | QUORUM |   |
|                         | 2.8 | ADJOURNED MEETING; NOTICE |   |
|                         | 2.9 | VOTING |   |
|                         | 2.10 | STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT      A MEETING |   |
|                         | 2.11 | RECORD      DATE FOR STOCKHOLDER NOTICE; VOTING |   |
|                         | 2.12 | PROXIES |   |
|                         | 2.13 | ORGANIZATION |   |
|                         | 2.14 | LIST      OF STOCKHOLDERS ENTITLED TO VOTE |   |
|                         | 2.15 | WAIVER OF NOTICE |   |
| ARTICLE      III             |
|                              | DIRECTORS |  |
|                         | 3.1 | POWERS |   |
|                         | 3.2 | NUMBER OR DIRECTORS |   |
|                         | 3.3 | ELECTION AND TERM OF OFFICE OF DIRECTORS |   |
|                         | 3.4 | RESIGNATION AND VACANCIES |   |
|                         | 3.5 | REMOVAL OF DIRECTORS |   |
|                         | 3.6 | PLACE OF MEETINGS; MEETINGS BY TELEPHONE |   |
|                         | 3.7 | FIRST      MEETINGS |   |
|                         | 3.8 | REGULAR      MEETINGS |   |
|                         | 3.9 | SPECIAL MEETINGS; NOTICE |   |
|                         | 3.10 | QUORUM |   |
|                         | 3.11 | WAIVER      OF NOTICE |   |
|                         | 3.12 | ADJOURNMENT |   |
|                         | 3.13 | NOTICE OF ADJOURNMENT |   |
|                         | 3.14 | BOARD      ACTION BY WRITTEN CONSENT WITHOUT A MEETING |   |
|                         | 3.15 | FEES      AND COMPENSATION OF DIRECTORS |   |
|                         | 3.16 | APPROVAL OF LOANS TO OFFICERS |   |
|                         | 3.17 | SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION |   |
| ARTICLE      IV              |
|                              | COMMITTEES |  |
|                         | 4.1 | COMMITTEES OF DIRECTORS |   |
|                         | 4.3 | COMMITTEE MINUTES |   |
| ARTICLE      V               |
|                              | OFFICERS |  |
|                         | 5.1 | OFFICERS |   |
|                         | 5.2 | ELECTION OF OFFICERS |   |
|                         | 5.3 | SUBORDINATE OFFICERS |   |
|                         | 5.4 | REMOVAL AND RESIGNATION OF OFFICERS |   |
|                         | 5.5 | VACANCIES IN OFFICES |   |
|                         | 5.6 | CHAIRMAN OF THE BOARD |   |
|                         | 5.7 | PRESIDENT |   |
|                         | 5.8 | VICE PRESIDENTS |   |
|                         | 5.9 | SECRETARY |   |
|                         | 5.10 | CHIEF FINANCIAL OFFICER |   |
|                         | 5.11 | ASSISTANT SECRETARY |   |
|                         | 5.12 | ADMINISTRATIVE OFFICERS |   |
|                         | 5.13 | AUTHORITY AND DUTIES OF OFFICERS |   |
| ARTICLE      VI              |
|                              | INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND        OTHER AGENTS |  |
|                         | 6.1 | INDEMNIFICATION OF DIRECTORS AND OFFICERS |   |
|                         | 6.2 | INDEMNIFICATION OF OTHERS |   |
|                         | 6.3 | INSURANCE |   |
| ARTICLE      VII             |
|                              | RECORDS AND REPORTS |  |
|                         | 7.1 | MAINTENANCE AND INSPECTION OF RECORDS |   |
|                         | 7.2 | INSPECTION BY DIRECTORS |   |
|                         | 7.3 | ANNUAL STATEMENT TO STOCKHOLDERS |   |
|                         | 7.4 | REPRESENTATION OF SHARES OF OTHER CORPORATIONS |   |
|                         | 7.5 | CERTIFICATION AND INSPECTION OF BYLAWS |   |
| ARTICLE      VIII            |
|                              | GENERAL MATTERS |  |
|                         | 8.1 | RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND      VOTING |   |
|                         | 8.2 | CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS |   |
|                         | 8.3 | CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED |   |
|                         | 8.4 | STOCK CERTIFICATES; TRANSFERS; PARTLY PAID SHARES |   |
|                         | 8.5 | SPECIAL DESIGNATION ON CERTIFICATES |   |
|                         | 8.6 | LOST CERTIFICATES |   |
|                         | 8.7 | TRANSFER AGENTS AND REGISTRARS |   |
|                         | 8.8 | CONSTRUCTION; DEFINITIONS |   |
| ARTICLE      IX              |
|                              | AMENDMENTS |  |
|                         |   |   |   |

 

 

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BYLAWS

 OF

 SOCKET COMMUNICATIONS, INC.

 (a Delaware corporation)

 ARTICLE I

CORPORATE OFFICES

 

1.1 REGISTERED OFFICE

The registered office of the corporation shall be fixed in the  certificate of incorporation of the corporation. 

1.2 OTHER OFFICES

The board of directors may at any time establish branch or subordinate  offices at any place or places where the corporation is qualified to do business.

ARTICLE II 

MEETINGS OF STOCKHOLDERS 

2.1 PLACE OF MEETINGS

Meetings of stockholders shall be held at any place within or  outside the State of Delaware designated by the board of directors. In the absence  of any such designation, stockholders' meetings shall be held at the principal  executive office of the corporation. 

2.1 ANNUAL MEETING

The annual meeting of stockholders shall be held each year on  a date and at a time designated by the board of directors. In the absence of  such designation, the annual meeting of stockholders shall be held on the third  Tuesday in May in each year at 10:00 a.m. However, if such day falls on a legal  holiday, then the meeting shall be held at the same time and place on the next  succeeding full business day. At the meeting, directors shall be elected, and  any other proper business may be transacted. 

2.1 SPECIAL MEETING 

A special meeting of the stockholders may be called at any time  by the board of directors, or by the chairman of the board, or by the president,  or by one or more stockholders holding shares in the aggregate entitled to cast  not less than ten percent (10%) of the votes of all shares of stock owned by  stockholders entitled to vote at that meeting. 

 

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If a special meeting is called by any person or persons other  than the board of directors or the president or the chairman of the board, then  the request shall be in writing, specifying the time of such meeting and the  general nature of the business proposed to be transacted, and shall be delivered  personally or sent by registered mail or by telegraphic or other facsimile transmission  to the chairman of the board, the president, any vice president or the secretary  of the corporation. The officer receiving the request shall cause notice to  be promptly given to the stockholders entitled to vote, in accordance with the  provisions of Sections 2.4 and 2.6 of these bylaws, that a meeting will be held  at the time requested by the person or persons calling the meeting, so long  as that time is not less than thirty-five (35) nor more than sixty (60) days  after the receipt of the request. If the notice is not given within twenty (20)  days after receipt of the request, then the person or persons requesting the  meeting may give the notice. Nothing contained in this paragraph of this Section  2.3 shall be construed as limiting, fixing or affecting the time when a meeting  of stockholders called by action of the board of directors may be held. 

2.4 NOTICE OF STOCKHOLDERS' MEETINGS

All notices of meetings of stockholders shall be sent or otherwise  given in accordance with Section 2.6 of these bylaws not less than ten (10)  nor more than sixty (60) days before the date of the meeting. The notice shall  specify the place, date and hour of the meeting and (i) in the case of a special  meeting, the purpose or purposes for which the meeting is called (no business  other than that specified in the notice may be transacted) or (ii) in the case  of the annual meeting, those matters which the board of directors, at the time  of giving the notice, intends to present for action by the stockholders (but  any proper matter may be presented at the meeting for such action). The notice  of any meeting at which directors are to be elected shall include the name of  any nominee or nominees who, at the time of the notice, the board intends to  present for election. 

2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER  BUSINESS 

Subject to the rights of holders of any class or series of stock  having a preference over the Common Stock as to dividends or upon liquidation,

(a) nominations for the election of directors, and 

(b) business proposed to be brought before any stockholder meeting  may be made by the board of directors or proxy committee appointed by the board  of directors or by any stockholder entitled to vote in the election of directors  generally if such nomination or business proposed is otherwise proper business  before such meeting. However, any such stockholder may nominate one or more  persons for election as directors at a meeting or propose business to be brought  before a meeting, or both, only if such stockholder has given timely notice  in proper written form of their intent to make such nomination or nominations  or to propose such business. To be timely, such stockholder's notice must be  delivered to or mailed and received by the secretary of the corporation not  less than ninety (90) days prior to the meeting; provided, however, that in  the event that less than one-hundred (100) days notice or prior public disclosure  of the date of the meeting is given or made to stockholders, notice by the stockholder  to be timely must be so received not later than the close of business on the  tenth day following the day on which such notice of the date of the meeting  was mailed or such public disclosure was made. To be in proper form, a stockholder's  notice to the secretary shall set forth:

 

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(i) the name and address of the stockholder who intends to make the nominations  or propose the business and, as the case may be, of the person or persons to  be nominated or of the business to be proposed; 

(ii) a representation that the stockholder is a holder of record of stock of  the corporation entitled to vote at such meeting and, if applicable, intends  to appear in person or by proxy at the meeting to nominate the person or persons  specified in the notice; 

(iii) if applicable, a description of all arrangements or understandings between  the stockholder and each nominee and any other person or persons (naming such  person or persons) pursuant to which the nomination or nominations are to be  made by the stockholder; 

(iv) such other information regarding each nominee or each matter of business  to be proposed by such stockholder as would be required to be included in a  proxy statement filed pursuant to the proxy rules of the Securities and Exchange  Commission had the nominee been nominated, or intended to be nominated, or the  matter been proposed, or intended to be proposed by the board of directors;  and 

(v) if applicable, the consent of each nominee to serve as director of the  corporation if so elected. The chairman of the meeting shall refuse to acknowledge  the nomination of any person or the proposal of any business not made in compliance  with the foregoing procedure. 

2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE 

Written notice of any meeting of stockholders shall be given either personally  or by first-class mail or by telegraphic or other written communication. Notices  not personally delivered shall be sent charges prepaid and shall be addressed  to the stockholder at the address of that stockholder appearing on the books  of the corporation or given by the stockholder to the corporation for the purpose  of notice. Notice shall be deemed to have been given at the time when delivered  personally or deposited in the mail or sent by telegram or other means of written  communication. 

An affidavit of the mailing or other means of giving any notice of any stockholders'  meeting, executed by the secretary, assistant secretary or any transfer agent  of the corporation giving the notice, shall be prima facie evidence of the giving  of such notice. 

 

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2.7 QUORUM

The holders of a majority in voting power of the stock issued and outstanding  and entitled to vote thereat, present in person or represented by proxy, shall  constitute a quorum at all meetings of the stockholders for the transaction  of business except as otherwise provided by statute or by the certificate of  incorporation. If, however, such quorum is not present or represented at any  meeting of the stockholders, then either (i) the chairman of the meeting or  (ii) the stockholders entitled to vote thereat, present in person or represented  by proxy, shall have power to adjourn the meeting in accordance with Section  2.7 of these bylaws. 

When a quorum is present at any meeting, the vote of the holders of a majority  of the stock having voting power present in person or represented by proxy shall  decide any question brought before such meeting, unless the question is one  upon which, by express provision of the laws of the State of Delaware or of  the certificate of incorporation or these bylaws, a different vote is required,  in which case such express provision shall govern and control the decision of  the question. 

If a quorum be initially present, the stockholders may continue to transact  business until adjournment, notwithstanding the withdrawal of enough stockholders  to leave less than a quorum, if any action taken is approved by a majority of  the stockholders initially constituting the quorum. 

2.8 ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time and place, unless these bylaws  otherwise require, notice need not be given of the adjourned meeting if the  time and place thereof are announced at the meeting at which the adjournment  is taken. At the adjourned meeting the corporation may transact any business  that might have been transacted at the original meeting. 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. 

2.9 VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined  in accordance with the provisions of Section 2.11 of these bylaws, subject to  the provisions of Sections 217 and 218 of the General Corporation Law of Delaware  (relating to voting rights of fiduciaries, pledgors and joint owners, and to  voting trusts and other voting agreements). 

Except as may be otherwise provided in the certificate of incorporation or  these bylaws, each stockholder shall be entitled to one vote for each share  of capital stock held by such stockholder. 

 

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At a stockholders' meeting at which directors are to be elected, and to the  extent permitted by the corporation's Certificate of Incorporation, each stockholder  shall be entitled to cumulate votes (i.e., cast for any candidate a number of  votes greater than the number of votes that such stockholder normally is entitled  to cast) if the candidates' names have been properly placed in nomination (in  accordance with these bylaws) prior to commencement of the voting, and the stockholder  requesting cumulative voting has given notice prior to commencement of the voting  of the stockholder's intention to cumulate votes. If cumulative voting is properly  requested, each holder of stock, or of any class or classes or of a series or  series thereof, who elects to cumulate votes shall be entitled to as many votes  as equals the number of votes that (absent this provision as to cumulative voting)  he or she would be entitled to cast for the election of directors with respect  to his or her shares of stock multiplied by the number of directors to be elected  by him, and he or she may cast all of such votes for a single director or may  distribute them among the number to be voted for, or for any two or more of  them, as he or she may see fit.

2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise provided in the Certificate of Incorporation, any action required  or permitted to be taken at any annual or special meeting of stockholders may  be taken without a meeting, without prior notice and without a vote, if a consent  or consents 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. Such consents  shall be delivered to the corporation by delivery to it registered office in  the state of Delaware, its principal place of business, or an officer or agent  of the corporation having custody of the book in which proceedings of meetings  of stockholders are recorded. Delivery made to a corporation's registered office  shall be by hand or by certified or registered mail, return receipt requested.

2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING 

For purposes of determining the stockholders entitled to notice of any meeting  or to vote thereat, the board of directors may fix, in advance, a record date,  which shall not precede the date upon which the resolution fixing the record  date is adopted by the board of directors and which shall not be more than sixty  (60) days nor less than ten (10) days before the date of any such meeting, and  in such event only stockholders of record on the date so fixed are entitled  to notice and to vote, notwithstanding any transfer of any shares on the books  of the corporation after the record date. 

If the board of directors does not so fix a record date, the record date for  determining stockholders entitled to notice of or to vote at a meeting of stockholders  shall be at the close of business on the business day next preceding the day  on which notice is given, or, if notice is waived, at the close of business  on the business day next preceding the day on which the meeting is held. 

 

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A determination of stockholders of record entitled to notice of or to vote  at a meeting of stockholders shall apply to any adjournment of the meeting unless  the board of directors fixes a new record date for the adjourned meeting, but  the board of directors shall fix a new record date if the meeting is adjourned  for more than thirty (30) days from the date set for the original meeting.

The record date for any other purpose shall be as provided in Section 8.1 of  these bylaws.

2.12 PROXIES

Every person entitled to vote for directors, or on any other matter, shall  have the right to do so either in person or by one or more agents authorized  by a written proxy signed by the person and filed with the secretary of the  corporation, but no such proxy shall be voted or acted upon after three (3)  years from its date, unless the proxy provides for a longer period. A proxy  shall be deemed signed if the stockholder's name is placed on the proxy (whether  by manual signature, typewriting, telegraphic transmission, telefacsimile or  otherwise) by the stockholder or the stockholder's attorney-in-fact. The revocability  of a proxy that states on its face that it is irrevocable shall be governed  by the provisions of Section 212(e) of the General Corporation Law of Delaware.

2.13 ORGANIZATION

The president, or in the absence of the president, the chairman of the board,  shall call the meeting of the stockholders to order, and shall act as chairman  of the meeting. In the absence of the president, the chairman of the board,  and all of the vice presidents, the stockholders shall appoint a chairman for  such meeting. The chairman of any meeting of stockholders shall determine the  order of business and the procedures at the meeting, including such matters  as the regulation of the manner of voting and the conduct of business. The secretary  of the corporation shall act as secretary of all meetings of the stockholders,  but in the absence of the secretary at any meeting of the stockholders, the  chairman of the meeting may appoint any person to act as secretary of the meeting.

2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE 

The officer who has charge of the stock ledger of the corporation shall prepare  and make, at least ten (10) days before every meeting of stockholders, a complete  list of the stockholders entitled to vote at the meeting, arranged in alphabetical  order, and showing the address of each stockholder and the number of shares  registered in the name of each stockholder. Such list shall be open to the examination  of any stockholder, for any purpose germane to the 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 the 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 during the whole time thereof, and  may be inspected by any stockholder who is present. 

 

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2.15 WAIVER OF NOTICE 

Whenever notice is required to be given under any provision of the General  Corporation Law of Delaware or of the certificate of incorporation or these  bylaws, a written waiver thereof, signed by the person entitled to notice, whether  before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such  meeting, except when the person attends a meeting for the express purpose of  objecting, at the beginning of the meeting, to the transaction of any business  because the meeting is not lawfully called or convened. Neither the business  to be transacted at, nor the purpose of, any regular or special meeting of the  stockholders need be specified in any written waiver of notice unless so required  by the certificate of incorporation or these bylaws. 

ARTICLE III 

DIRECTORS

3.1 POWERS

Subject to the provisions of the General Corporation Law of Delaware and to  any limitations in the certificate of incorporation or these bylaws relating  to action required to be approved by the stockholders or by the outstanding  shares, the business and affairs of the corporation shall be managed and all  corporate powers shall be exercised by or under the direction of the board of  directors. 

3.2 NUMBER OF DIRECTORS 

The board of directors shall consist of six (6) members. The number of directors  may be changed by an amendment to this bylaw, duly adopted by the board of directors  or by the stockholders, or by a duly adopted amendment to the certificate of  incorporation. 

3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS 

Except as provided in Section 3.4 of these bylaws, directors shall be elected  at each annual meeting of stockholders to hold office until the next annual  meeting. Each director, including a director elected or appointed to fill a  vacancy, shall hold office until the expiration of the term for which elected  and until a successor has been elected and qualified. 

3.4 RESIGNATION AND VACANCIES 

Any director may resign effective on giving written notice to the chairman  of the board, the president, the secretary or the board of directors, unless  the notice specifies a later time for that resignation to become effective.  If the resignation of a director is effective at a future time, the board of  directors may elect a successor to take office when the resignation becomes  effective. 

 

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 Vacancies in the board of directors may be filled by a majority of the remaining  directors, even if less than a quorum, or by a sole remaining director; however,  a vacancy created by the removal of a director by the vote of the stockholders  or by court order may be filled only by the affirmative vote of a majority of  the shares represented and voting at a duly held meeting at which a quorum is  present (which shares voting affirmatively also constitute a majority of the  required quorum). Each director so elected shall hold office until the next  annual meeting of the stockholders and until a successor has been elected and  qualified.

Unless otherwise provided in the certificate of incorporation or these bylaws:

(a) Vacancies and newly created directorships resulting from any increase in  the authorized number of directors elected by all of the stockholders having  the right to vote as a single class may be filled by a majority of the directors  then in office, although less than a quorum, or by a sole remaining director.

(b) Whenever the holders of any class or classes of stock or series thereof  are entitled to elect one or more directors by the provisions of the certificate  of incorporation, vacancies and newly created directorships of such class or  classes or series may be filled by a majority of the directors elected by such  class or classes or series thereof then in office, or by a sole remaining director  so elected.

If at any time, by reason of death or resignation or other cause, the corporation  should have no directors in office, then any officer or any stockholder or an  executor, administrator, trustee or guardian of a stockholder, or other fiduciary  entrusted with like responsibility for the person or estate of a stockholder,  may call a special meeting of stockholders in accordance with the provisions  of the certificate of incorporation or these bylaws, or may apply to the Court  of Chancery for a decree summarily ordering an election as provided in Section  211 of the General Corporation Law of Delaware.

If, at the time of filling any vacancy or any newly created directorship, the  directors then in office constitute less than a majority of the whole board  (as constituted immediately prior to any such increase), then the Court of Chancery  may, upon application of any stockholder or stockholders holding at least ten  (10) percent of the total number of the shares at the time outstanding having  the right to vote for such directors, summarily order an election to be held  to fill any such vacancies or newly created directorships, or to replace the  directors chosen by the directors then in office as aforesaid, which election  shall be governed by the provisions of Section 211 of the General Corporation  Law of Delaware as far as applicable.

3.5 REMOVAL OF DIRECTORS 

Unless otherwise restricted by statute, by the certificate of incorporation  or by these bylaws, 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; provided, however, that, if and so long  as stockholders of the corporation are entitled to cumulative voting, if less  than the entire board is to be removed, no director may be removed without cause  if the votes cast against his removal would be sufficient to elect him if then  cumulatively voted at an election of the entire board of directors. 

 

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3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE 

Regular meetings of the board of directors may be held at any place within  or outside the State of Delaware that has been designated from time to time  by resolution of the board. In the absence of such a designation, regular meetings  shall be held at the principal executive office of the corporation. Special  meetings of the board may be held at any place within or outside the State of  Delaware that has been designated in the notice of the meeting or, if not stated  in the notice or if there is no notice, at the principal executive office of  the corporation. 

Any meeting of the board, regular or special, may be held by conference telephone  or similar communication equipment, so long as all directors participating in  the meeting can hear one another; and all such participating directors shall  be deemed to be present in person at the meeting.

3.7 FIRST MEETINGS

The first meeting of each newly elected board of directors shall be held at  such time and place as shall be fixed by the vote of the stockholders at the  annual meeting. In the event of the failure of the stockholders to fix the time  or place of such first meeting of the newly elected board of directors, or in  the event such meeting is not held at the time and place so fixed by the stockholders,  the meeting may be held at such time and place as shall be specified in a notice  given as hereinafter provided for special meetings of the board of directors,  or as shall be specified in a written waiver signed by all of the directors.

3.8 REGULAR MEETINGS 

Regular meetings of the board of directors may be held without notice at such  time as shall from time to time be determined by the board of directors. If  any regular meeting day shall fall on a legal holiday, then the meeting shall  be held at the same time and place on the next succeeding full business day.

3.9 SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes may  be called at any time by the chairman of the board, the president, any vice  president, the secretary or any two directors. 

Notice of the time and place of special meetings shall be delivered personally  or by telephone to each director or sent by first-class mail, telecopy or telegram,  charges prepaid, addressed to each director at that director's address as it  is shown on the records of the corporation. If the notice is mailed, it shall  be deposited in the United States mail at least four (4) days before the time  of the holding of the meeting. If the notice is delivered personally or by telephone,  telecopy or telegram, it shall be delivered personally or by telephone or to  the telegraph company at least forty-eight (48) hours before the time of the  holding of the meeting. Any oral notice given personally or by telephone may  be communicated either to the director or to a person at the office of the director  who the person giving the notice has reason to believe will promptly communicate  it to the director. The notice need not specify the purpose or the place of  the meeting, if the meeting is to be held at the principal executive office  of the corporation. 

 

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3.10 QUORUM

A majority of the authorized number of directors shall constitute a quorum  for the transaction of business, except to adjourn as provided in Section 3.12  of these bylaws. Every act or decision done or made by a majority of the directors  present at a duly held meeting at which a quorum is present shall be regarded  as the act of the board of directors, subject to the provisions of the certificate  of incorporation and applicable law. 

A meeting at which a quorum is initially present may continue to transact business  notwithstanding the withdrawal of directors, if any action taken is approved  by at least a majority of the quorum for that meeting. 

3.11 WAIVER OF NOTICE 

Notice of a meeting need not be given to any director (i) who signs a waiver  of notice, whether before or after the meeting, or (ii) who attends the meeting  other than for the express purposed of objecting at the beginning of the meeting  to the transaction of any business because the meeting is not lawfully called  or convened. All such waivers shall be filed with the corporate records or made  part of the minutes of the meeting. A waiver of notice need not specify the  purpose of any regular or special meeting of the board of directors. 

3.12 ADJOURNMENT

A majority of the directors present, whether or not constituting a quorum,  may adjourn any meeting of the board to another time and place. 

3.13 NOTICE OF ADJOURNMENT

Notice of the time and place of holding an adjourned meeting of the board need  not be given unless the meeting is adjourned for more than twenty-four (24)  hours. If the meeting is adjourned for more than twenty-four (24) hours, then  notice of the time and place of the adjourned meeting shall be given before  the adjourned meeting takes place, in the manner specified in Section 3.9 of  these bylaws, to the directors who were not present at the time of the adjournment.

  

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3.14 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required or permitted to be taken by the board of directors may  be taken without a meeting, provided that all members of the board individually  or collectively consent in writing to that action. Such action by written consent  shall have the same force and effect as a unanimous vote of the board of directors.  Such written consent and any counterparts thereof shall be filed with the minutes  of the proceedings of the board of directors. 

3.15 FEES AND COMPENSATION OF DIRECTORS 

Directors and members of committees may receive such compensation, if any,  for their services and such reimbursement of expenses as may be fixed or determined  by resolution of the board of directors. This Section 3.15 shall not be construed  to preclude any director from serving the corporation in any other capacity  as an officer, agent, employee or otherwise and receiving compensation for those  services. 

3.16 APPROVAL OF LOANS TO OFFICERS

The corporation may lend money to, or guarantee any obligation of, or otherwise  assist any officer or other employee of the corporation or any of its subsidiaries,  including any officer or employee who is a director of the corporation or any  of its subsidiaries, whenever, in the judgment of the directors, such loan,  guaranty or assistance may reasonably be expected to benefit the corporation.  The loan, guaranty or other assistance may be with or without interest and may  be unsecured, or secured in such manner as the board of directors shall approve,  including, without limitation, a pledge of shares of stock of the corporation.  Nothing contained in this section shall be deemed to deny, limit or restrict  the powers of guaranty or warranty of the corporation at common law or under  any statute. 

3.17 SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION

In the event only one director is required by these bylaws or the certificate  of incorporation, then any reference herein to notices, waivers, consents, meetings  or other actions by a majority or quorum of the directors shall be deemed to  refer to such notice, waiver, etc., by such sole director, who shall have all  the rights and duties and shall be entitled to exercise all of the powers and  shall assume all the responsibilities otherwise herein described as given to  the board of directors. 

 

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ARTICLE IV 

COMMITTEES

4.1 COMMITTEES OF DIRECTORS 

The board of directors may, by resolution adopted by a majority of the authorized  number of directors, designate one (1) or more committees, each consisting of  two or more directors, to serve at the pleasure of the board. The board may  designate one (1) or more directors as alternate members of any committee, who  may replace any absent or disqualified member at any meeting of the committee.  The appointment of members or alternate members of a committee requires the  vote of a majority of the authorized number of directors. Any committee, to  the extent provided in the resolution of the board, shall have and may exercise  all the powers and authority of the board, but no such committee shall have  the power or authority to (i) amend the certificate of incorporation (except  that a committee may, to the extent authorized in the resolution or resolutions  providing for the issuance of shares of stock adopted by the board of directors  as provided in Section 151(a) of the General Corporation Law of Delaware, fix  the designations and any of the preferences or rights of such shares relating  to dividends, redemption, dissolution, any distribution of assets of the corporation  or the conversion into, or the exchange of such shares for, shares of any other  class or classes or any other series of the same or any other class or classes  of stock of the corporation), (ii) adopt an agreement of merger or consolidation  under Sections 251 or 252 of the General Corporation Law of Delaware, (iii)  recommend to the stockholders the sale, lease or exchange of all or substantially  all of the corporation's property and assets, (iv) recommend to the stockholders  a dissolution of the corporation or a revocation of a dissolution or (v) amend  the bylaws of the corporation; and, unless the board resolution establishing  the committee, the bylaws or the certificate of incorporation expressly so provide,  no such committee shall have the power or authority to declare a dividend, to  authorize the issuance of stock, or to adopt a certificate of ownership and  merger pursuant to Section 253 of the General Corporation Law of Delaware. 

4.2 MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken  in accordance with, the following provisions of Article III of these bylaws:  Section 3.6 (place of meetings; meetings by telephone), Section 3.8 (regular  meetings), Section 3.9 (special meetings; notice), Section 3.10 (quorum), Section  3.11 (waiver of notice), Section 3.12 (adjournment), Section 3.13 (notice of  adjournment) and Section 3.14 (board action by written consent without meeting),  with such changes in the context of those bylaws as are necessary to substitute  the committee and its members for the board of directors and its members; provided,  however, that the time of regular meetings of committees may be determined either  by resolution of the board of directors or by resolution of the committee, that  special meetings of committees may also be called by resolution of the board  of directors, and that notice of special meetings of committees shall also be  given to all alternate members, who shall have the right to attend all meetings  of the committee. The board of directors may adopt rules for the government  of any committee not inconsistent with the provisions of these bylaws. 

4.3 COMMITTEE MINUTES 

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

 

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ARTICLE V 

OFFICERS

5.1 OFFICERS

The Corporate Officers of the corporation shall be a president, a secretary  and a chief financial officer. The corporation may also have, at the discretion  of the board of directors, a chairman of the board, one or more vice presidents  (however denominated), one or more assistant secretaries, a treasurer and one  or more assistant treasurers, and such other officers as may be appointed in  accordance with the provisions of Section 5.3 of these bylaws. Any number of  offices may be held by the same person. 

In addition to the Corporate Officers of the Company described above, there  may also be such Administrative Officers of the corporation as may be designated  and appointed from time to time by the president of the corporation in accordance  with the provisions of Section 5.12 of these bylaws.

5.2 ELECTION OF OFFICERS

The Corporate Officers of the corporation, except such officers as may be appointed  in accordance with the provisions of Section 5.3 or Section 5.5 of these bylaws,  shall be chosen by the board of directors, subject to the rights, if any, of  an officer under any contract of employment, and shall hold their respective  offices for such terms as the board of directors may from time to time determine.

5.3 SUBORDINATE OFFICERS

The board of directors may appoint, or may empower the president to appoint,  such other Corporate Officers as the business of the corporation may require,  each of whom shall hold office for such period, have such power and authority,  and perform such duties as are provided in these bylaws or as the board of directors  may from time to time determine. The president may from time to time designate  and appoint Administrative Officers of the corporation in accordance with the  provisions of Section 5.12 of these bylaws. 

5.4 REMOVAL AND RESIGNATION OF OFFICERS 

Subject to the rights, if any, of a Corporate Officer under any contract of  employment, any Corporate Officer may be removed, either with or without cause,  by the board of directors at any regular or special meeting of the board or,  except in case of a Corporate Officer chosen by the board of directors, by any  Corporate Officer upon whom such power of removal may be conferred by the board  of directors. 

Any Corporate Officer may resign at any time by giving written notice to the  corporation. 

 

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Any resignation shall take effect at the date of the receipt of that notice  or at any later time specified in that notice; and, unless otherwise specified  in that notice, the acceptance of the resignation shall not be necessary to  make it effective. Any resignation is without prejudice to the rights, if any,  of the corporation under any contract to which the Corporate Officer is a party.

Any Administrative Officer designated and appointed by the president may be  removed, either with or without cause, at any time by the president. Any Administrative  Officer may resign at any time by giving written notice to the president or  to the secretary of the corporation.

5.5 VACANCIES IN OFFICES

A vacancy in any office because of death, resignation, removal, disqualification  or any other cause shall be filled in the manner prescribed in these bylaws  for regular appointments to that office. 

5.6 CHAIRMAN OF THE BOARD 

The chairman of the board, if such an officer be elected, shall, if present,  preside at meetings of the board of directors and exercise such other powers  and perform such other duties as may from time to time be assigned to him by  the board of directors or as may be prescribed by these bylaws. If there is  no president, then the chairman of the board shall also be the chief executive  officer of the corporation and shall have the powers and duties prescribed in  Section 5.7 of these bylaws. 

5.7 PRESIDENT

Subject to such supervisory powers, if any, as may be given by the board of  directors to the chairman of the board, if there be such an officer, the president  shall be the chief executive officer of the corporation and shall, subject to  the control of the board of directors, have general supervision, direction and  control of the business and the officers of the corporation. He or she shall  preside at all meetings of the stockholders and, in the absence or nonexistence  of a chairman of the board, at all meetings of the board of directors. He or  she shall have the general powers and duties of management usually vested in  the office of president of a corporation, and shall have such other powers and  perform such other duties as may be prescribed by the board of directors or  these bylaws. 

5.8 VICE PRESIDENTS

In the absence or disability of the president, and if there is no chairman  of the board, the vice presidents, if any, in order of their rank as fixed by  the board of directors or, if not ranked, a vice president designated by the  board of directors, shall perform all the duties of the president and when so  acting shall have all the powers of, and be subject to all the restrictions  upon, the president. The vice presidents shall have such other powers and perform  such other duties as from time to time may be prescribed for them respectively  by the board of directors, these bylaws, the president or the chairman of the  board. 

 

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5.9 SECRETARY

The secretary shall keep or cause to be kept, at the principal executive office  of the corporation or such other place as the board of directors may direct,  a book of minutes of all meetings and actions of the board of directors, committees  of directors and stockholders. The minutes shall show the time and place of  each meeting, whether regular or special (and, if special, how authorized and  the notice given), the names of those present at directors' meetings or committee  meetings, the number of shares present or represented at stockholders' meetings  and the proceedings thereof. 

The secretary shall keep, or cause to be kept, at the principal executive office  of the corporation or at the office of the corporation's transfer agent or registrar,  as determined by resolution of the board of directors, a share register or a  duplicate share register, showing the names of all stockholders and their addresses,  the number and classes of shares held by each, the number and date of certificates  evidencing such shares and the number and date of cancellation of every certificate  surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the  stockholders and of the board of directors required to be given by law or by  these bylaws. He or she shall keep the seal of the corporation, if one be adopted,  in safe custody and shall have such other powers and perform such other duties  as may be prescribed by the board of directors or by these bylaws.

5.10 CHIEF FINANCIAL OFFICER

The chief financial officer shall keep and maintain, or cause to be kept and  maintained, adequate and correct books and records of accounts of the properties  and business transactions of the corporation, including accounts of its assets,  liabilities, receipts, disbursements, gains, losses, capital, retained earnings  and shares. The books of account shall at all reasonable times be open to inspection  by any director for a purpose reasonably related to his position as a director.

The chief financial officer shall deposit all money and other valuables in  the name and to the credit of the corporation with such depositaries as may  be designated by the board of directors. He or she shall disburse the funds  of the corporation as may be ordered by the board of directors, shall render  to the president and directors, whenever they request it, an account of all  of his or her transactions as chief financial officer and of the financial condition  of the corporation, and shall have such other powers and perform such other  duties as may be prescribed by the board of directors or these bylaws.

5.11 ASSISTANT SECRETARY 

The assistant secretary, if any, or, if there is more than one, the assistant  secretaries in the order determined by the board of directors (or if there be  no such determination, then in the order of their election) shall, in the absence  of the secretary or in the event of his or her inability or refusal to act,  perform the duties and exercise the powers of the secretary and shall perform  such other duties and have such other powers as the board of directors may from  time to time prescribe. 

 

 

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5.12 ADMINISTRATIVE OFFICERS

In addition to the Corporate Officers of the corporation as provided in Section  5.1 of these bylaws and such subordinate Corporate Officers as may be appointed  in accordance with Section 5.3 of these bylaws, there may also be such Administrative  Officers of the corporation as may be designated and appointed from time to  time by the president of the corporation. Administrative Officers shall perform  such duties and have such powers as from time to time may be determined by the  president or the board of directors in order to assist the Corporate Officers  in the furtherance of their duties. In the performance of such duties and the  exercise of such powers, however, such Administrative Officers shall have limited  authority to act on behalf of the corporation as the board of directors shall  establish, including but not limited to limitations on the dollar amount and  on the scope of agreements or commitments that may be made by such Administrative  Officers on behalf of the corporation, which limitations may not be exceeded  by such individuals or altered by the president without further approval by  the board of directors. 

5.13 AUTHORITY AND DUTIES OF OFFICERS

In addition to the foregoing powers, authority and duties, all officers of  the corporation shall respectively have such authority and powers and perform  such duties in the management of the business of the corporation as may be designated  from time to time by the board of directors. 

ARTICLE VI 

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER  AGENTS 

6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS 

The corporation shall, to the maximum extent and in the manner permitted by  the General Corporation Law of Delaware as the same now exists or may hereafter  be amended, indemnify any person against expenses (including attorneys' fees),  judgments, fines, and amounts paid in settlement actually and reasonably incurred  in connection with any threatened, pending or completed action, suit, or proceeding  in which such person was or is a party or is threatened to be made a party by  reason of the fact that such person is or was a director or officer of the corporation.  For purposes of this Section 6.1, a "director" or "officer" of the corporation  shall mean any person (i) who is or was a director or officer of the corporation,  (ii) who is or was serving at the request of the corporation as a director or  officer of another corporation, partnership, joint venture, trust or other enterprise,  or (iii) who was a director or officer of a corporation which was a predecessor  corporation of the corporation or of another enterprise at the request of such  predecessor corporation. 

 

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The corporation shall be required to indemnify a director or officer in connection  with an action, suit, or proceeding (or part thereof) initiated by such director  or officer only if the initiation of such action, suit, or proceeding (or part  thereof) by the director or officer was authorized by the Board of Directors  of the corporation.

The corporation shall pay the expenses (including attorney's fees) incurred  by a director or officer of the corporation entitled to indemnification hereunder  in defending any action, suit or proceeding referred to in this Section 6.1  in advance of its final disposition; provided, however, that payment of expenses  incurred by a director or officer of the corporation in advance of the final  disposition of such action, suit or proceeding shall be made only upon receipt  of an undertaking by the director or officer to repay all amounts advanced if  it should ultimately be determined that the director of officer is not entitled  to be indemnified under this Section 6.1 or otherwise.

The rights conferred on any person by this Article shall not be exclusive of  any other rights which such person may have or hereafter acquire under any statute,  provision of the corporation's Certificate of Incorporation, these bylaws, agreement,  vote of the stockholders or disinterested directors or otherwise.

Any repeal or modification of the foregoing provisions of this Article shall  not adversely affect any right or protection hereunder of any person in respect  of any act or omission occurring prior to the time of such repeal or modification.

6.2 INDEMNIFICATION OF OTHERS

The corporation shall have the power, to the maximum extent and in the manner  permitted by the General Corporation Law of Delaware as the same now exists  or may hereafter be amended, to indemnify any person (other than directors and  officers) against expenses (including attorneys' fees), judgments, fines, and  amounts paid in settlement actually and reasonably incurred in connection with  any threatened, pending or completed action, suit, or proceeding, in which such  person was or is a party or is threatened to be made a party by reason of the  fact that such person is or was an employee or agent of the corporation. For  purposes of this Section 6.2, an "employee" or "agent" of the corporation (other  than a director or officer) shall mean any person (i) who is or was an employee  or agent of the corporation, (ii) who is or was serving at the request of the  corporation as an employee or agent of another corporation, partnership, joint  venture, trust or other enterprise, or (iii) who was an employee or agent of  a corporation which was a predecessor corporation of the corporation or of another  enterprise at the request of such predecessor corporation. 

6.3 INSURANCE

The corporation may purchase and maintain insurance on behalf of any person  who is or was a director, officer, employee or agent of the corporation, or  is or was serving at the request of the corporation as a director, officer,  employee or agent of another corporation, partnership, joint venture, trust  or other enterprise against any liability asserted against him or her and incurred  by him or her in any such capacity, or arising out of his or her status as such,  whether or not the corporation would have the power to indemnify him or her  against such liability under the provisions of the General Corporation Law of  Delaware. 

 

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ARTICLE VII 

RECORDS AND REPORTS

7.1 MAINTENANCE AND INSPECTION OF RECORDS

The corporation shall, either at its principal executive office or at such  place or places as designated by the board of directors, keep a record of its  stockholders listing their names and addresses and the number and class of shares  held by each stockholder, a copy of these bylaws as amended to date, accounting  books and other records of its business and properties. 

Any stockholder of record, 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 is the person who seeks the right to inspection,  the demand under oath shall be accompanied by a power of attorney or such other  writing that 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.

7.2 INSPECTION BY DIRECTORS 

Any director shall have the right to examine (and to make copies of) the corporation's  stock ledger, a list of its stockholders and its other books and records for  a purpose reasonably related to his or her position as a director. 

7.3 ANNUAL STATEMENT TO STOCKHOLDERS

The board of directors shall present at each annual meeting, and at any special  meeting of the stockholders when called for by vote of the stockholders, a full  and clear statement of the business and condition of the corporation. 

7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS 

The chairman of the board, if any, the president, any vice president, the chief  financial officer, the secretary or any assistant secretary of this corporation,  or any other person authorized by the board of directors or the president or  a vice president, is authorized to vote, represent and exercise on behalf of  this corporation all rights incident to any and all shares of the stock of any  other corporation or corporations standing in the name of this corporation.  The authority herein granted may be exercised either by such person directly  or by any other person authorized to do so by proxy or power of attorney duly  executed by such person having the authority. 

 

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7.5 CERTIFICATION AND INSPECTION OF BYLAWS

The original or a copy of these bylaws, as amended or otherwise altered to  date, certified by the secretary, shall be kept at the corporation's principal  executive office and shall be open to inspection by the stockholders of the  corporation, at all reasonable times during office hours. 

ARTICLE VIII 

GENERAL MATTERS 

8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

For purposes of determining the stockholders entitled to receive payment of  any dividend or other distribution or allotment of any rights or the stockholders  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 precede the date upon which  the resolution fixing the record date is adopted and which shall not be more  than sixty (60) days before any such action. In that case, only stockholders  of record at the close of business on the date so fixed are entitled to receive  the dividend, distribution or allotment of rights, or to exercise such rights,  as the case may be, notwithstanding any transfer of any shares on the books  of the corporation after the record date so fixed, except as otherwise provided  by law. 

If the board of directors does not so fix a record date, then the record date  for determining stockholders for any such purpose shall be at the close of business  on the day on which the board of directors adopts the applicable resolution.

8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS 

From time to time, the board of directors shall determine by resolution which  person or persons may sign or endorse all checks, drafts, other orders for payment  of money, notes or other evidences of indebtedness that are issued in the name  of or payable to the corporation, and only the persons so authorized shall sign  or endorse those instruments. 

8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED 

The board of directors, except as otherwise provided in these bylaws, may authorize  and empower any officer or officers, or agent or agents, to enter into any contract  or execute any instrument in the name of and on behalf of the corporation; such  power and authority may be general or confined to specific instances. Unless  so authorized or ratified by the board of directors or within the agency power  of an officer, no officer, agent or employee shall have any power or authority  to bind the corporation by any contract or engagement or to pledge its credit  or to render it liable for any purpose or for any amount. 

 

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8.4 STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES

The shares of the corporation shall be represented by certificates, provided  that the board of directors of the corporation may provide by resolution or  resolutions that some or all of any or all classes or series of its stock shall  be uncertificated shares. Any such resolution shall not apply to shares represented  by a certificate until such certificate is surrendered to the corporation. Notwithstanding  the adoption of such a resolution by the board of directors, every holder of  stock represented by certificates and, upon request, every holder of uncertificated  shares, shall be entitled to have a certificate signed by, or in the name of  the corporation by, the chairman or vice-chairman of the board of directors,  or the president or vice-president, and by the treasurer or an assistant treasurer,  or the secretary or an assistant secretary of such corporation representing  the number of shares registered in certificate form. Any or all of the signatures  on the certificate may be a facsimile. In case any officer, transfer agent or  registrar who has signed or whose facsimile signature has been placed upon a  certificate has ceased to be such officer, transfer agent or registrar before  such certificate is issued, it may be issued by the corporation with the same  effect as if he or she were such officer, transfer agent or registrar at the  date of issue. 

Certificates for shares shall be of such form and device as the board of directors  may designate and shall state the name of the record holder of the shares represented  thereby; its number; date of issuance; the number of shares for which it is  issued; a summary statement or reference to the powers, designations, preferences  or other special rights of such stock and the qualifications, limitations or  restrictions of such preferences and/or rights, if any; a statement or summary  of liens, if any; a conspicuous notice of restrictions upon transfer or registration  of transfer, if any; a statement as to any applicable voting trust agreement;  if the shares be assessable, or, if assessments are collectible by personal  action, a plain statement of such facts.

Upon surrender to the secretary or transfer agent of the corporation of a certificate  for shares duly endorsed or accompanied by proper evidence of succession, assignment  or authority to transfer, it shall be the duty of the corporation to issue a  new certificate to the person entitled thereto, cancel the old certificate and  record the transaction upon its books.

The corporation may issue the whole or any part of its shares as partly paid  and subject to call for the remainder of the consideration to be paid therefor.  Upon the face or back of each stock certificate issued to represent any such  partly paid shares, or upon the books and records of the corporation in the  case of uncertificated partly paid shares, the total amount of the consideration  to be paid therefor and the amount paid thereon shall be stated. Upon the declaration  of any dividend on fully paid shares, the corporation shall declare a dividend  upon partly paid shares of the same class, but only upon the basis of the percentage  of the consideration actually paid thereon.

 

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8.5 SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or more  than one series of any class, then the powers, the designations, the preferences  and the relative, participating, optional or other special rights of each class  of stock or series thereof and the qualifications, limitations or restrictions  of such preferences and/or rights shall be set forth in full or summarized on  the face or back of the certificate that the corporation shall issue to represent  such class or series of stock; provided, however, that, except as otherwise  provided in Section 202 of the General Corporation Law of Delaware, in lieu  of the foregoing requirements there may be set forth on the face or back of  the certificate that the corporation shall issue to represent such class or  series of stock a statement that the corporation will furnish without charge  to each stockholder who so requests the powers, the designations, the preferences  and the relative, participating, optional or other special rights of each class  of stock or series thereof and the qualifications, limitations or restrictions  of such preferences and/or rights. 

8.6 LOST CERTIFICATES

Except as provided in this Section 8.6, no new certificates for shares shall  be issued to replace a previously issued certificate unless the latter is surrendered  to the corporation and cancelled at the same time. The board of directors may,  in case any share certificate or certificate for any other security is lost,  stolen or destroyed, authorize the issuance of replacement certificates on such  terms and conditions as the board may require; the board may require indemnification  of the corporation secured by a bond or other adequate security sufficient to  protect the corporation against any claim that may be made against it, including  any expense or liability, on account of the alleged loss, theft or destruction  of the certificate or the issuance of the replacement certificate. 

8.7 TRANSFER AGENTS AND REGISTRARS

The board of directors may appoint one or more transfer agents or transfer  clerks, and one or more registrars, each of which shall be an incorporated bank  or trust company -- either domestic or foreign, who shall be appointed at such  times and places as the requirements of the corporation may necessitate and  the board of directors may designate. 

8.8 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction  and definitions in the General Corporation Law of Delaware shall govern the  construction of these bylaws. Without limiting the generality of this provision,  as used in these bylaws, the singular number includes the plural, the plural  number includes the singular, and the term "person" includes both an entity  and a natural person. 

 

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ARTICLE IX

AMENDMENTS

The original or other bylaws of the corporation may be adopted,  amended or repealed by the stockholders entitled to vote or by the board of  directors of the corporation. The fact that such power has been so conferred  upon the directors shall not divest the stockholders of the power, nor limit  their power to adopt, amend or repeal bylaws. 

Whenever an amendment or new bylaw is adopted, it shall be copied  in the book of bylaws with the original bylaws, in the appropriate place. If  any bylaw is repealed, the fact of repeal with the date of the meeting at which  the repeal was enacted or the filing of the operative written consent(s) shall  be stated in said book.

 

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CERTIFICATE OF ADOPTION OF BYLAWS 

OF 

SOCKET COMMUNICATIONS, INC. 

Adoption by Incorporator 

The undersigned person appointed in the Certificate of Incorporation to act  as the Incorporator of Socket Communications, Inc. hereby adopts the foregoing  bylaws, comprising twenty-two (22) pages, as the Bylaws of the corporation.

Executed this 11th day of May 1995. 

 

/s/ Christopher F. Boyd   Christopher F. Boyd, Incorporator

 

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CERTIFICATE OF AMENDMENT 

OF BYLAWS OF 

SOCKET COMMUNICATIONS, INC. 

The undersigned, being the Secretary of Socket Communications, Inc., a Delaware  corporation, hereby certifies that the following Section 3.2 of the Bylaws of  this corporation was amended on March 14, 2001, by the Board of Directors or  the affirmative written consent of the shareholders, where applicable, to provide  in its entirety as follows:

"3.2 NUMBER OF DIRECTORS

The board of directors shall consist of seven (7) members. The number of directors  may be changed by an amendment to this bylaw, duly adopted by the board of directors  or by the stockholders, or by a duly adopted amendment to the certificate of  incorporation." 

 

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| Effective:          March 14, 2001 |   | By:        /s/ | David        W. DunlapDavid W. Dunlap, Secretary |
|------------------------------------|--------|----------------|--------------------------------------------------|

 

 

 

 

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CERTIFICATE OF AMENDMENT 

OF BYLAWS OF 

SOCKET COMMUNICATIONS, INC. 

The undersigned, being the Secretary of Socket Communications, Inc., a Delaware  corporation, hereby certifies that Section 3.2 of the Bylaws of this corporation  was amended on February 17, 2008, by the Board of Directors, to provide in its  entirety as follows:

"3.2 NUMBER OF DIRECTORS 

The board of directors shall consist of eight (8) members. The number of directors  may be changed by an amendment to this bylaw, duly adopted by the board of directors  or by the stockholders, or by a duly adopted amendment to the certificate of  incorporation." 

 

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| Effective:          February 17, 2008 |   | By:        /s/ | David        W. DunlapDavid W. Dunlap, Secretary |
|---------------------------------------|--------|----------------|--------------------------------------------------|