**EXHIBIT3.2**

 

 

**WASHINGTONGROUP INTERNATIONAL, INC.**

 

**AMENDEDAND RESTATED BYLAWS**

 

**AsAdopted and in Effect on**

 

**May7, 2004**

 

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**TABLE OFCONTENTS**

 
| STOCKHOLDERS’ MEETINGS |                                                |
|-----------------------------|-----------------------------------------------------|
| 1.                          | Time and Place of Meetings                          |   |
| 2.                          | Annual Meeting                                      |   |
| 3.                          | Special Meetings                                    |   |
| 4.                          | Notice of Meetings                                  |   |
| 5.                          | Inspectors                                          |   |
| 6.                          | Quorum                                              |   |
| 7.                          | Voting                                              |   |
| 8.                          | Order of Business                                   |   |
|                        |                                                |
| DIRECTORS                   |                                                |
| 9.                          | Function                                            |   |
| 10.                         | Number, Election, and Terms                         |   |
| 11.                         | Vacancies and Newly Created Directorships           |   |
| 12.                         | Removal                                             |   |
| 13.                         | Nominations of Directors; Election                  |   |
| 14.                         | Resignation                                         |   |
| 15.                         | Regular Meetings                                    |   |
| 16.                         | Special Meetings                                    |   |
| 17.                         | Quorum                                              |   |
| 18.                         | Participation in Meetings by Remote  Communications |   |
| 19.                         | Committees                                          |   |
| 20.                         | Compensation                                        |   |
| 21.                         | Rules                                               |   |
|                        |                                                |
| NOTICES                     |                                                |
| 22.                         | Generally                                           |   |
| 23.                         | Waivers                                             |   |
|                        |                                                |
| OFFICERS                    |                                                |
| 24.                         | Generally                                           |   |
| 25.                         | Compensation                                        |   |
| 26.                         | Succession                                          |   |
| 27.                         | Authority and Duties                                |   |
|                        |                                                |
| STOCK                       |                                                |
| 28.                         | Certificates                                        |   |
| 29.                         | Classes of Stock                                    |   |
| 30.                         | Lost, Stolen, or Destroyed Certificates             |   |
| 31.                         | Record Dates                                        |   |

 

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| GENERAL |                                                            |
|---------|-----------------------------------------------------------------|
| 32.     | Fiscal Year                                                     |   |
| 33.     | Seal                                                            |   |
| 34.     | Reliance Upon Books, Reports, and Records                       |   |
| 35.     | Time Periods                                                    |   |
| 36.     | Amendments                                                      |   |
| 37.     | Certain Defined Terms                                           |   |
| 38.     | Approval of Purchases of Common Stock by  Mr. Dennis Washington |   |

 

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**WASHINGTONGROUP INTERNATIONAL, INC.**

**AMENDEDAND RESTATED BYLAWS**

 

**AsAdopted and in Effect onMay 7, 2004**

 

**STOCKHOLDERS’ MEETINGS**

 

1.                                       Timeand Place of Meetings.  Allmeetings of the stockholders for the election of directors or for any otherpurpose may be held at such time and place, within or without the State ofDelaware, as may be designated by the Board of Directors of the Company (the “Board”)or, in the absence of a designation by the Board, the Chairman, the President,or the Secretary, and stated in the notice of meeting.  Notwithstanding the foregoing, the Board may,in its sole discretion, determine that meetings of the stockholders shall notbe held at any place, but may instead be held by means of remote communication,subject to such guidelines and procedures as the Board may adopt from time totime.  The Board may postpone and reschedule anypreviously scheduled annual or special meeting of the stockholders.

 

2.                                       AnnualMeeting.  An annual meeting ofthe stockholders will be held at such date and time as may be designated fromtime to time by the Board, at which meeting the stockholders will elect **directors**bya plurality vote and will transact such other business as may properly bebrought before the meeting in accordance with Bylaw 8.

 

3.                                       SpecialMeetings.  Special meetings ofthe stockholders may be called only by (i) the Chairman, (ii) the President,(iii) the Secretary within 10 calendar days after receipt of the writtenrequest of a majority of the Whole Board, or (iv) the holders of at least amajority of the Voting Stock (as defined in Article V of the Certificateof Incorporation).  Any such request by amajority of the Whole Board must be sent to the Chairman and the Secretary andmust state the purpose or purposes of the proposed meeting.  Special meetings of holders of theoutstanding Preferred Stock, if any, may be called in the manner and for thepurposes provided in the applicable Preferred Stock Designation.

 

4.                                       Noticeof Meetings.  Written noticeof every meeting of the stockholders, stating the place, if any, date, and timethereof, the means of remote communications, if any, by which stockholders andproxy holders may be deemed to be present in person and vote at such meeting,and, in the case of a special meeting, the purpose or purposes for which themeeting is called, will be given not less than ten nor more than 60 calendardays before the date of the meeting to each stockholder of record entitled tovote at such meeting, except as otherwise provided herein or by law.  When a meeting is adjourned to another place,date, or time, written notice need not be given of the adjourned meeting if theplace, if any, date, and time thereof, and the means of remote communications,if any, by which stockholders and proxy holders may be deemed to be present inperson and vote at such adjourned meeting, are announced at the meeting atwhich the adjournment is taken; provided, however, that if the adjournment isfor more than 30 calendar days, or if after the adjournment a new record dateis fixed for the adjourned meeting, written

 

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notice of the place, if any, date, and time thereof, and the means ofremote communications, if any, by which stockholders and proxy holders may bedeemed to be present in person and vote at such adjourned meeting, must begiven in conformity herewith.  At anyadjourned meeting, any business may be transacted which properly could havebeen transacted at the original meeting.

 

5.                                       Inspectors.  The Board may appoint one or more inspectorsof election to act as judges of the voting and to determine those entitled tovote at any meeting of the stockholders, or any adjournment thereof, in advanceof such meeting.  The Board may designateone or more persons as alternate inspectors to replace any inspector who failsto act.  If no inspector or alternate isable to act at a meeting of stockholders, the presiding officer of the meetingmay appoint one or more substitute inspectors.

 

6.                                       Quorum.  Except as otherwise provided by law or in aPreferred Stock Designation, the holders of a majority of the stock issued andoutstanding and entitled to vote thereat, present in person or represented byproxy, will constitute a quorum at all meetings of the stockholders for thetransaction of business thereat.  If,however, such quorum is not present or represented at any meeting of thestockholders, the stockholders entitled to vote thereat, present in person orrepresented by proxy, will have the power to adjourn the meeting from time totime, without notice other than announcement at the meeting provided that theadjournment is for less than 30 calendar days, until a quorum is present orrepresented.

 

7.                                       Voting.  Except as otherwise provided by law, by theCompany’s Certificate of Incorporation, or in a Preferred Stock Designation,each stockholder will be entitled at every meeting of the stockholders to onevote for each share of stock having voting power standing in the name of suchstockholder on the books of the Company on the record date for the meeting andsuch votes may be cast either in person or by proxy.  Every proxy must be in a form permitted by Section 212of the Delaware General Corporation Law (or any successor provision).  Without affecting any vote previously taken,a stockholder may revoke any proxy that is not irrevocable by attending themeeting and voting in person, by revoking the proxy by giving notice to theSecretary of the Company, or by a later appointment of a proxy.  The vote upon any question brought before ameeting of the stockholders may be by voice vote, unless otherwise required bythe Certificate of Incorporation or these Bylaws or unless the Chairman or theholders of a majority of the outstanding shares of all classes of stockentitled to vote thereon present in person or by proxy at such meetingotherwise determine.  Every vote taken bywritten ballot will be counted by the inspectors of election.  When a quorum is present at any meeting, theaffirmative vote of the holders of a majority of the stock present in person orrepresented by proxy at the meeting and entitled to vote on the subject matterand which has actually been voted will be the act of the stockholders, exceptin the election of directors or as otherwise provided in these Bylaws, theCertificate of Incorporation, a Preferred Stock Designation, or by law.

 

8.                                       Orderof Business.  (a)  TheChairman, or such other officer of the Company designated by a majority of theWhole Board, will call meetings of the stockholders to order and will act aspresiding officer thereof.  Unlessotherwise determined by the Board prior to the meeting, the presiding officerof the meeting of the stockholders will also determine the order of businessand have the authority in his or her sole discretion to regulate the conduct ofany such meeting, including, without limitation, by imposing restrictions onthe persons (other

 

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than stockholders of the Company or their duly appointed proxies) whomay attend any such stockholders’ meeting, by ascertaining whether anystockholder or his proxy may be excluded from any meeting of the stockholdersbased upon any determination by the presiding officer, in his sole discretion,that any such person has unduly disrupted or is likely to disrupt theproceedings thereat, and by determining the circumstances in which any personmay make a statement or ask questions at any meeting of the stockholders.

 

(b)                                 At an annual meetingof the stockholders, only such business will be conducted or considered as isproperly brought before the meeting.  Tobe properly brought before an annual meeting, business must be (i) specified inthe notice of meeting (or any supplement thereto) given by or at the directionof the Board in accordance with Bylaw 4, (ii) otherwise properly brought beforethe meeting by the presiding officer or by or at the direction of a majority ofthe Whole Board, or (iii) otherwise properly requested to be brought before themeeting by a stockholder of the Company in accordance with Bylaw 8(c).

 

(c)                                  For business to beproperly requested by a stockholder to be brought before an annual meeting, (i)the stockholder must be a stockholder of the Company of record at the time ofthe giving of the notice for such annual meeting provided for in these Bylaws,(ii) the stockholder must be entitled to vote at such meeting, (iii) thestockholder must have given timely notice thereof in writing to the Secretary,and (iv) if the stockholder, or the beneficial owner on whose behalf anybusiness is brought before the meeting, has provided the Company with aProposal Solicitation Notice, as that term is defined in this Bylaw 8(c) below,such stockholder or beneficial owner must have delivered a proxy statement andform of proxy to the holders of at the least the percentage of shares of theCompany entitled to vote required to approve such business that the stockholderproposes to bring before the annual meeting and included in such materials theProposal Solicitation Notice.  To betimely, a stockholder’s notice must be delivered to or mailed and received atthe principal executive offices of the Company not less than 60 nor more than90 calendar days prior to the first anniversary of the date on which theCompany first mailed its proxy materials for the preceding year’s annualmeeting of stockholders; provided, however, that if there was no annual meetingheld during the preceding year or if the date of the annual meeting is advancedmore than 30 calendar days prior to or delayed by more than 30 calendar daysafter the anniversary of the preceding year’s annual meeting, notice by thestockholder to be timely must be so delivered not later than the close ofbusiness on the later of the 90th calendar day prior to such annual meeting orthe tenth calendar day following the day on which public announcement of thedate of such meeting is first made.  Inno event shall the public announcement of an adjournment of an annual meetingcommence a new time period for the giving of a stockholder’s notice asdescribed above.  A stockholder’s noticeto the Secretary must set forth as to each matter the stockholder proposes tobring before the annual meeting (A) a description in reasonable detail of thebusiness desired to brought before the annual meeting and the reasons forconducting such business at the annual meeting, (B) the name and address, asthey appear on the Company’s books, of the stockholder proposing such businessand the beneficial owner, if any, on whose behalf the proposal is made, (C) theclass and number of shares of the Company that are owned beneficially and ofrecord by the stockholder proposing such business and by the beneficial owner,if any, on whose behalf the proposal is made, (D) any material interest of suchstockholder proposing such business and the beneficial owner, if any, on whosebehalf the proposal is made in such business, and (E) whether either suchstockholder or

 

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beneficial owner intends to deliver a proxy statement and form of proxyto holders of at least the percentage of shares of the Company entitled to voterequired to approve the proposal (an affirmative statement of such intent, a “ProposalSolicitation Notice”).  Notwithstandingthe foregoing provisions of this Bylaw 8(c), a stockholder must also complywith all applicable requirements of the Securities Exchange Act of 1934, asamended, and the rules and regulations thereunder with respect to the mattersset forth in this Bylaw 8(c).  Forpurposes of this Bylaw 8(c) and Bylaw 13, “public announcement” meansdisclosure in a press release reported by the Dow Jones News Service,Associated Press, or comparable national news service or in a document publiclyfiled by the Company with the Securities and Exchange Commission pursuant toSections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended,or furnished to stockholders.  Nothing inthis Bylaw 8(c) will be deemed to affect any rights of stockholders to requestinclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8under the Securities Exchange Act of 1934, as amended.

 

(d)                                 At a special meetingof stockholders, only such business may be conducted or considered as isproperly brought before the meeting.  Tobe properly brought before a special meeting, business must be (i) specified inthe notice of the meeting (or any supplement thereto) given by or at thedirection of the Chairman, the President, a majority of the Whole Board, or theholders of at least a majority of the Voting Stock in accordance with Bylaw 4or (ii) otherwise properly brought before the meeting by the presiding officeror by or at the direction of a majority of the Whole Board.

 

(e)                                  The determination ofwhether any business sought to be brought before any annual or special meetingof the stockholders is properly brought before such meeting in accordance withthis Bylaw 8 will be made by the presiding officer of such meeting.  If the presiding officer determines that anybusiness is not properly brought before such meeting, he or she will so declareto the meeting and any such business will not be conducted or considered.

 

**DIRECTORS**

 

9.                                       Function.  The business and affairs of the Company willbe managed under the direction of its Board.

 

10.                                 Number,Election, and Terms.  Subjectto the rights, if any, of any series of Preferred Stock to elect additionaldirectors under circumstances specified in a Preferred Stock Designation and tothe minimum and maximum number of authorized directors provided in theCertificate of Incorporation, the authorized number of directors shall beeleven, and thereafter may be determined from time to time only (i) by a voteof a majority of the Whole Board or (ii) by the affirmative vote of the holdersof at least two thirds of the Voting Stock, voting together as a single class.

 

11.                                 Vacancies and NewlyCreated Directorships.  Subject to the rights, if any, of the holdersof any series of Preferred Stock to elect additional directors undercircumstances specified in a Preferred Stock Designation, newly createddirectorships resulting from any increase in the number of directors and anyvacancies on the Board resulting from death, resignation, disqualification,removal, or other cause will be filled solely by the affirmative vote

 

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of a majority of the remaining directors then in office, even thoughless than a quorum of the Board, or by a sole remaining director.  Any director elected in accordance with thepreceding sentence will hold office for the remainder of the full term in whichthe new directorship was created or the vacancy occurred and until suchdirector’s successor is elected and qualified. No decrease in the number of directors constituting the Board willshorten the term of any incumbent director.

 

12.                                 Removal.  Subject to the rights, if any, of the holdersof any series of Preferred Stock to elect additional directors undercircumstances specified in a Preferred Stock Designation, any director may beremoved from office by the stockholders only for cause and only in the mannerprovided in the Certificate of Incorporation.

 

13.                                 Nominations ofDirectors; Election.  (a) Subject to the rights, if any, of the holders of any series of PreferredStock to elect additional directors under circumstances specified in aPreferred Stock Designation, only persons who are nominated in accordance withthis Bylaw 13 will be eligible for election at a meeting of stockholders to bemembers of the Board.

 

(b)                                 Nominations of personsfor election as directors of the Company may be made only at an annual meetingof stockholders (i) by or at the direction of the Board or a committee thereofor (ii) by any stockholder that is a stockholder of record at the time ofgiving of notice provided for in this Bylaw 13, who is entitled to vote for theelection of directors at such meeting, and who complies with the procedures setforth in this Bylaw 13.  If astockholder, or a beneficial owner on whose behalf any such nomination is made,has provided the Company with a Nomination Solicitation Notice, as that term isdefined in this Bylaw 13 below, such stockholder or beneficial owner must havedelivered a proxy statement and form of proxy to the holders of at least thepercentage of shares of the Company entitled to vote required to elect suchnominee or nominees and included in such materials the Nomination SolicitationNotice.  All nominations by stockholdersmust be made pursuant to timely notice in proper written form to the Secretary.

 

(c)                                  To be timely, astockholder’s notice must be delivered to or mailed and received at theprincipal executive offices of the Company not less than 60 nor more than 90calendar days prior to the first anniversary of the date on which the Companyfirst mailed its proxy materials for the preceding year’s annual meeting ofstockholders; provided, however, that if there was no annual meeting heldduring the preceding year or if the date of the annual meeting is advanced morethan 30 calendar days prior to or delayed by more than 30 calendar days afterthe anniversary of the preceding year’s annual meeting, notice by the stockholderto be timely must be so delivered not later than the close of business on thelater of the 90th calendar day prior to such annual meeting or the tenthcalendar day following the day on which public announcement of the date of suchmeeting is first made.  In no event shallthe public announcement of an adjournment of an annual meeting commence a newtime period for the giving of a stockholder’s notice as described above.  To be in proper written form, suchstockholder’s notice must set forth or include (i) the name and address, asthey appear on the Company’s books, of the stockholder giving the notice and ofthe beneficial owner, if any, on whose behalf the nomination is made; (ii) arepresentation that the stockholder giving the notice is a holder of record ofstock of the

 

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Company entitled to vote at such annual meeting and intends to appearin person or by proxy at the annual meeting to nominate the person or personsspecified in the notice; (iii) the class and number of shares of stock of theCompany owned beneficially and of record by the stockholder giving the noticeand by the beneficial owner, if any, on whose behalf the nomination is made;(iv) a description of all arrangements or understandings between or among anyof (A) the stockholder giving the notice, (B) the beneficial owner on whosebehalf the notice is given, (C) each nominee, and (D) any other person orpersons (naming such person or persons) pursuant to which the nomination or nominationsare to be made by the stockholder giving the notice; (v) such other informationregarding each nominee proposed by the stockholder giving the notice as wouldbe required to be included in a proxy statement filed pursuant to the proxyrules of the Securities and Exchange Commission had the nominee been nominated,or intended to be nominated, by the Board; (vi) the signed consent of eachnominee to serve as a director of the Company if so elected; and (vii) whethereither such stockholder or beneficial owner intends to deliver a proxystatement and form of proxy to holders of at least the percentage of shares ofthe Company entitled to vote required to elect such nominee or nominees (anaffirmative statement of such intent, a “Nomination Solicitation Notice”).  At the request of the Board, any personnominated by the Board for election as a director must furnish to the Secretarythat information required to be set forth in a stockholder’s notice ofnomination which pertains to the nominee. The presiding officer of any annual meeting will, if the facts warrant,determine that a nomination was not made in accordance with the proceduresprescribed by this Bylaw 13, and if he or she should so determine, he or shewill so declare to the meeting and the defective nomination will bedisregarded.  Notwithstanding theforegoing provisions of this Bylaw 13, a stockholder must also comply with allapplicable requirements of the Securities Exchange Act of 1934, as amended, andthe rules and regulations thereunder with respect to the matters set forth inthis Bylaw 13.

 

14.                                 Resignation.  Any director may resign at any time by givingnotice of his resignation in writing or by electronic transmission to theChairman or the Secretary.

 

15.                                 RegularMeetings.  Regular meetings ofthe Board may be held immediately after the annual meeting of the stockholdersand at such other time and place either within or without the State of Delawareas may from time to time be determined by the Board.  Notice of regular meetings of the Board neednot be given.

 

16.                                 SpecialMeetings.  Special meetings ofthe Board may be called by the Chairman or the President on one day’s notice toeach director by whom such notice is not waived, given either personally or bymail, courier, telephone, facsimile, electronic mail or other form ofelectronic transmission, or other medium of communication, and will be calledby the Chairman or the President, in like manner and on like notice, on thewritten request of a majority of the Whole Board.  Special meetings of the Board may be held atsuch time and place either within or without the State of Delaware as isdetermined by the Board or specified in the notice of any such meeting.

 

17.                                 Quorum.  At all meetings of the Board, a majority ofthe Whole Board will constitute a quorum for the transaction of business.  Except for the designation of committees ashereinafter provided and except for actions required by these Bylaws or theCertificate of

 

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Incorporation to be taken by a majority ofthe Whole Board, the act of a majority of the directors present at any meetingat which there is a quorum will be the act of the Board.  If a quorum is not present at any meeting ofthe Board, the directors present thereat may adjourn the meeting from time totime to another place, time, or date, without notice other than announcement atthe meeting, until a quorum is present.

 

18.                                 Participation inMeetings by Remote Communications. Members of the Board or any committee designated by the Board mayparticipate in a meeting of the Board or any such committee, as the case maybe, by means of telephone conference or other means by which all personsparticipating in the meeting can hear each other, and such participation in ameeting will constitute presence in person at the meeting.

 

19.                                 Committees.  (a)  The Board may designate one or morecommittees, each such committee to consist of one or more directors and each tohave such lawfully delegable powers and duties as the Board may confer.

 

(b)                                 Each committee of theBoard will serve at the pleasure of the Board or as may be specified in anyresolution from time to time adopted by the Board.  The Board may designate one or more directorsas alternate members of any such committee, who may replace any absent ordisqualified member at any meeting of such committee.  In lieu of such action by the Board, in theabsence or disqualification of any member of a committee of the Board, themembers thereof present at any such meeting of such committee and notdisqualified from voting, whether or not they constitute a quorum, mayunanimously appoint another member of the Board to act at the meeting in theplace of any such absent or disqualified member.

 

(c)           Except as otherwise provided in theseBylaws or by law, any committee of the Board, to the extent provided in theapplicable resolution of the Board, will have and may exercise all the powersand authority of the Board in the direction of the management of the businessand affairs of the Company.  Any suchcommittee designated by the Board will have such name as may be determined fromtime to time by resolution adopted by the Board.  Unless otherwise prescribed by the Board, amajority of the members of any committee of the Board will constitute a quorumfor the transaction of business, and the act of a majority of the memberspresent at a meeting at which there is a quorum will be the act of suchcommittee.  Each committee of the Boardmay prescribe its own rules for calling and holding meetings and its method ofprocedure, subject to any rules prescribed by the Board, and will keep awritten record of all actions taken by it.

 

20.                                 Compensation.  The Board may establish the compensation for,and reimbursement of the expenses of, directors for membership on the Board andon committees of the Board, attendance at meetings of the Board or committeesof the Board, and for other services by directors to the Company or any of itsmajority-owned subsidiaries.

 

21.                                 Rules.  The Board may adopt rules and regulations forthe conduct of meetings and the oversight of the management of the affairs ofthe Company.

 

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**NOTICES**

 

22.                                 Generally.  Except as otherwise provided by law, theCertificate of Incorporation, or these Bylaws, whenever by law or under theprovisions of the Certificate of Incorporation or these Bylaws notice isrequired to be given to any director or stockholder, it will not be construedto require personal notice, but such notice may be given: (a) in writing, bymail or courier service, addressed to such director or stockholder, at theaddress of such director or stockholder as it appears on the records of theCompany, with postage thereon prepaid; or (b) by form of electronictransmission consented to by such director or stockholder.  Notice given by mail or courier service willbe deemed to be given at the time when the same is deposited in the UnitedStates mail.  Notice given pursuant toelectronic transmission will be deemed given: (i) if by facsimiletelecommunication, when directed to a number at which the director orstockholder has consented to receive notice; (ii) if by electronic mail, whendirected to an electronic mail address at which the director or stockholder hasconsented to receive notice; (iii) if by a posting on an electronic networktogether with separate notice to the director or stockholder of such specificposting, upon the later of (A) such posting and (B) the giving of such separatenotice; and (iv) if by any other form of electronic transmission, when directedto the director or stockholder.  Noticeto directors may also be given by telephone or similar medium of communicationor as otherwise may be permitted by these Bylaws.

 

23.                                 Waivers.  Whenever any notice is required to be givenby law or under the provisions of the Certificate of Incorporation or theseBylaws, a waiver thereof in writing, signed by the person or persons entitledto such notice, or a waiver by electronic transmission by the person entitledto such notice, whether before or after the time of the event for which noticeis to be given, will be deemed equivalent to such notice.  Attendance of a person at a meeting willconstitute a waiver of notice of such meeting, except when the person attends ameeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened.

 

**OFFICERS**

 

24.                                 Generally.  The officers of the Company will be electedby the Board and will consist of a Chairman, a President, a Secretary, and aTreasurer.  The Board may also choose anyor all of the following: one or more Vice Chairmen, one or more Assistants tothe Chairman, one or more Vice Presidents (who may be given particulardesignations with respect to authority, function, or seniority), and such otherofficers as the Board may from time to time determine.  Notwithstanding the foregoing, by specificaction the Board may authorize the Chairman to appoint any person to any officeother than Chairman, President, Secretary, or Treasurer.  Any number of offices may be held by the sameperson.  Any of the offices may be leftvacant from time to time as the Board may determine.  In the case of the absence or disability ofany officer of the Company or for any other reason deemed sufficient by amajority of the Board, the Board may delegate the absent or disabled officer’spowers or duties to any other officer or to any director.

 

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25.                                 Compensation.  The compensation of all officers and agentsof the Company who are also directors of the Company will be fixed by the Boardor by a committee of the Board.  TheBoard may fix, or delegate the power to fix, the compensation of other officersand agents of the Company to an officer of the Company.

 

26.                                 Succession.  The officers of the Company will hold officeuntil their successors are elected and qualified.  Any officer may be removed at any time by theaffirmative vote of a majority of the Whole Board.  Any vacancy occurring in any office of theCompany may be filled by the Board or by the Chairman as provided in Bylaw 24.

 

27.                                 Authorityand Duties.  Each of theofficers of the Company will have such authority and will perform such dutiesas are customarily incident to their respective offices or as may be specifiedfrom time to time by the Board.

 

**STOCK**

 

28.                                 Certificates.  Certificates representing shares of stock ofthe Company will be in such form as is determined by the Board, subject toapplicable legal requirements.  Each suchcertificate will be numbered and its issuance recorded in the books of theCompany, and such certificate will exhibit the holder’s name and the number ofshares and will be signed by, or in the name of, the Company by the Chairman orthe President and by the Secretary or an Assistant Secretary, or the Treasureror an Assistant Treasurer, and will also be signed by, or bear the facsimilesignature of, a duly authorized officer or agent of any properly designatedtransfer agent of the Company.  Any orall of the signatures and the seal of the Company, if any, upon suchcertificates may be facsimiles, engraved, or printed.  Such certificates may be issued and deliverednotwithstanding that the person whose facsimile signature appears thereon mayhave ceased to be such officer at the time the certificates are issued anddelivered.

 

29.                                 Classesof Stock.  The designations,preferences, and relative participating, optional, or other special rights ofthe various classes of stock or series thereof, and the qualifications,limitations, or restrictions thereof, will be set forth in full or summarizedon the face or back of the certificates which the Company issues to representits stock or, in lieu thereof, such certificates will set forth the office ofthe Company from which the holders of certificates may obtain a copy of suchinformation.

 

30.                                 Lost, Stolen, orDestroyed Certificates.  TheSecretary may direct a new certificate or certificates to be issued in place ofany certificate or certificates theretofore issued by the Company alleged tohave been lost, stolen, or destroyed, upon the making of an affidavit of thatfact, satisfactory to the Secretary, by the person claiming the certificate ofstock to be lost, stolen, or destroyed. As a condition precedent to the issuance of a new certificate orcertificates, the Secretary may require the owners of such lost, stolen, ordestroyed certificate or certificates to give the Company a bond in such sumand with such surety or sureties as the Secretary may direct as indemnityagainst any claims that may be made against the Company with respect to thecertificate alleged to have been lost, stolen, or destroyed or the issuance ofthe new certificate.

 

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31.                                 RecordDates.  (a)  Inorder that the Company may determine the stockholders entitled to notice of orto vote at any meeting of stockholders or any adjournment thereof, the Boardmay fix a record date, which will not be more than 60 nor less than tencalendar days before the date of such meeting. If no record date is fixed by the Board, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholders willbe at the close of business on the calendar day next preceding the day on whichnotice is given, or, if notice is waived, at the close of business on thecalendar day next preceding the day on which the meeting is held.  A determination of stockholders of recordentitled to notice of or to vote at a meeting of the stockholders will apply toany adjournment of the meeting; provided, however, that the Board may fix a newrecord date for the adjourned meeting.

 

(b)                                 In order that theCompany may determine the stockholders entitled to receive payment of anydividend or other distribution or allotment of any rights or the stockholdersentitled to exercise any rights in respect of any change, conversion, orexchange of stock, or for the purpose of any other lawful action, the Board mayfix a record date, which record date will not be more than 60 calendar daysprior to such action.  If no record dateis fixed, the record date for determining stockholders for any such purposewill be at the close of business on the calendar day on which the Board adoptsthe resolution relating thereto.

 

(c)           The Company will be entitled to treatthe person in whose name any share of its stock is registered as the ownerthereof for all purposes, and will not be bound to recognize any equitable orother claim to, or interest in, such share on the part of any other person,whether or not the Company has notice thereof, except as expressly provided byapplicable law.

 

**GENERAL**

 

32.                                 FiscalYear.  The fiscal year of theCompany will end on the Friday nearest December 31st of each year or suchother date as may be fixed from time to time by the Board.

 

33.           Seal.  The Board may adopt a corporate seal and usethe same by causing it or a facsimile thereof to be impressed or affixed orreproduced or otherwise.

 

34.                                 Reliance UponBooks, Reports, and Records. Each director, each member of a committee designated by the Board, andeach officer of the Company will, in the performance of his or her duties, befully protected in relying in good faith upon the records of the Company andupon such information, opinions, reports, or statements presented to theCompany by any of the Company’s officers or employees, or committees of theBoard, or by any other person or entity as to matters the director, committeemember, or officer believes are within such other person’s professional orexpert competence and who has been selected with reasonable care by or onbehalf of the Company.

 

35.                                 TimePeriods.  In applying anyprovision of these Bylaws that requires that an act be done or not be done aspecified number of days prior to an event or that an act be done during aperiod of a specified number of days prior to an event, calendar days will beused unless otherwise specified, the day of the doing of the act will beexcluded, and the day of the event will be included.

 

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36.                                 Amendments.  Except as otherwise provided by law or by theCertificate of Incorporation or these Bylaws, these Bylaws or any of them maybe amended in any respect or repealed at any time, either (i) at any meeting ofstockholders, provided that any amendment or supplement proposed to be actedupon at any such meeting has been described or referred to in the notice ofsuch meeting, or (ii) at any meeting of the Board, provided that no amendmentadopted by the Board may vary or conflict with any amendment adopted by thestockholders in accordance with the Certificate of Incorporation and theseBylaws.  Notwithstanding the foregoingand anything contained in these Bylaws to the contrary, Bylaws 1, 3, 8, 10, 11,12, 13, and 36 may not be amended or repealed by the stockholders, and noprovision inconsistent therewith may be adopted by the stockholders, withoutthe affirmative vote of the holders of at least two thirds of the Voting Stock,voting together as a single class.

 

37.                                 CertainDefined Terms.  Terms usedherein with initial capital letters that are not otherwise defined are usedherein as defined in the Certificate of Incorporation.

 

38.                                 Approval ofPurchases of Common Stock by Mr. Dennis Washington.  Notwithstanding anything contained in theCertificate of Incorporation or these Bylaws to the contrary, to the fullestextent permitted by the Delaware General Corporation Law and any otherapplicable law currently or hereafter in effect, the accumulation by Mr. DennisWashington directly, or indirectly through his affiliates and associates, of upto but not more than 40% (assuming full exercise of the options grantedpursuant to the Plan) of issued and outstanding shares of Common Stock on afully diluted basis, is authorized.

 

*   *  *   *   *

 

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