Exhibit
3.2





AMENDED
AND RESTATED BY-LAWS




OF




FANSTEEL
INC.







* * * * *
* * * * *




ARTICLE
I




Offices







The
registered office of Fansteel Inc. (the "Corporation") shall be in the City of
Wilmington, County of New Castle, State of Delaware. The Corporation also may
have offices at such other places, within or without the State of Delaware, as
the Board determines from time to time or the business of the Corporation
requires.







ARTICLE
II




Meetings of
Stockholders







Section
1. Place of Meetings.Except as otherwise provided in these By-laws, all meetings of the
stockholders shall be held on such dates and at such times and places, within or
without the State of Delaware, as shall be determined by the Board of Directors,
the Chief Executive Officer or the President and as shall be stated in the
notice of the meeting or in waivers of notice thereof. If the place of any
meeting is not so fixed, it shall be held at the registered office of the
Corporation in the State of Delaware.


1


Section
2.  Annual Meeting.  Unless otherwise provided within this
Article, The annual meeting of stockholders for the election of directors and
the transaction of such other proper business as may be brought before the
meeting shall be held on such date after the close of the Corporation’s fiscal
year, and at such time, as the Board of Directors may from time to time
determine.  The Board of Directors, pursuant to the authority set
forth in Article II, Section 10, may dispense with the annual meeting for any
given year.




Section
3. Special Meetings.Special meetings of the stockholders, for any purpose or purposes, may be
called by the Board of Directors, the Chief Executive Officer or the President
and shall be called by the Chief Executive Officer, the President or the
Secretary upon the written request of a majority of the stockholders. The
request shall state the date, time, place and purpose or purposes of the
proposed meeting.




Section
4. Notice of Meetings.Except as otherwise required or permitted by law, whenever the
stockholders are required or permitted to take any action at a meeting, written
notice thereof shall be given, stating the place, date and hour of the meeting
and, unless it is the annual meeting, by or at whose direction it is being
issued. The notice also shall designate the place where the stockholders list is
available for examination, unless the list is kept at the place where the
meeting is to be held. Notice of a special meeting also shall state the purpose
or purposes for which the meeting is called. A copy of the notice of any meeting
shall be delivered personally or shall be mailed, not less than 10 and not more
than 60 days before the date of the meeting, to each stockholder entitled to
vote at the meeting. If mailed, the notice shall be deemed given when deposited
in the United States mail, postage prepaid, directed to each stockholder at such
stockholder's address as it appears on the records of the Corporation, unless
such stockholder shall have filed with the Secretary of the Corporation a
written request that such notices be mailed to some other address, in which case
it shall be directed to such other address. Notice of any meeting of
stockholders need not be given to any stockholder who shall attend the meeting,
other than for the express purpose of objecting at the beginning thereof to the
transaction of any business because the meeting is not lawfully called or
convened, or who shall submit, either before or after the time stated there, a
signed waiver of notice. Unless the Board of Directors, after an adjournment is
taken, shall fix a new record date for an adjourned meeting or unless the
adjournment is for more than 30 days, notice of an adjourned meeting need not be
given if the place, date and time to which the meeting shall be adjourned are
announced at the meeting at which the adjournment is taken.


2


Section
5. Quorum.Except as otherwise provided by law or by the Certificate of
Incorporation of the Corporation, at all meetings of stockholders the holders of
a majority of the shares of the Corporation entitled to vote, present in person
or represented by proxy, shall constitute a quorum for the transaction of
business.




Section
6. Voting.Except as otherwise provided by law or by the Certificate of
Incorporation of the Corporation, at any meeting of the stockholders every
stockholder of record having the right to vote thereat shall be entitled to one
vote for every share of stock standing in his name as of the record date and
entitling him to so vote. A stockholder may vote in person or by proxy. Except
as otherwise provided by law or by the Certificate of Incorporation, any
corporate action to be taken by a vote of the stockholders, other than the
election of directors, shall be authorized by the affirmative vote of a majority
of the shares present or represented by proxy at the meeting and entitled to
vote on the subject matter. Directors shall be elected as provided in Section 2
of Article III of these By-laws. Written ballots shall not be required for
voting on any matter unless ordered by the chairman of the meeting, except that,
unless otherwise provided in the Certificate of Incorporation of the
Corporation, all elections of directors shall be by written ballot.




Section
7. Proxies.Every proxy shall be executed in writing by the stockholder or by his
authorized representative, or otherwise as provided in the General Corporation
Law of the State of Delaware (the "General Corporation Law").




Section
8. List of
Stockholders.At least 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 their addresses and the number of shares
registered in their names as of the record date 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 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.


3


Section
9. Conduct of
Meetings.At each meeting of the stockholders, the Chairman of the Board
of Directors or the Chief Executive Officer or, in the absence of each, the
President, shall act as chairman of the meeting. The Secretary or, in his
absence, any person appointed by the chairman of the meeting shall act as
secretary of the meeting and shall keep the minutes thereof. The order of
business at all meetings of the stockholders shall be as determined by the
chairman of the meeting.




Section
10.  Consent
of Stockholders in Lieu of Meeting.  Unless otherwise provided
in the Certificate of Incorporation of the Corporation, any action required to
be taken or which may be taken at any annual or special meeting of stockholders,
including the decision regarding whether to hold an annual meeting in any given
year, 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, in person or by proxy, by the holders of outstanding stock having no
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 in person or by proxy and shall be delivered to the
Corporation as required by law.  Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.







ARTICLE
III




Board of
Directors







Section
1. Number of
Directors.Except as otherwise provided in the Certificate of
Incorporation of the Corporation, the Board of Directors shall consist of one
(1) or more members. Until such time as the Board of Directors determines
otherwise, the minimum number of directors shall be three (3). When used in
these By-laws, the term "whole Board" means the total number of active directors
of the Corporation.


4


Section
2. Election and Term.Except as otherwise provided by law, by the Certificate of Incorporation
of the Corporation or by these By-laws, the directors shall be elected at the
annual meeting of the stockholders and the persons receiving a plurality of the
votes cast shall be so elected. Subject to his earlier death, resignation or
removal as provided in Section 3 of this Article III, each director shall hold
office until his successor shall have been elected and shall have
qualified.




Section
3. Removal.A
director may be removed at any time, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of
directors.




Section
4. Resignations.Any director may resign at any time by giving written notice of his
resignation to the Corporation. A resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt, and, unless otherwise specified
therein, the acceptance of a resignation shall not be necessary to make it
effective.




Section
5. Vacancies.Except as otherwise provided in the Certificate of Incorporation of the
Corporation, any vacancy in the Board of Directors arising from an increase in
the number of directors or otherwise may be filled by the vote of a majority of
the directors then in office, although less than a quorum, or by a sole
remaining director.




Section
6. Place of Meetings.Except as otherwise provided in these By-laws, all meetings of the Board
of Directors shall be held at such places, within or without the State of
Delaware, as the Board determines from time to time.




Section
7. Annual Meeting.The annual meeting of the Board of Directors shall be held either without
notice immediately after the annual meeting of stockholders and in the same
place, or on such date and at such time and place as the Board determines from
time to time.


5


Section
8. Regular Meetings.Regular meetings of the Board of Directors shall be held on such dates
and at such times and places as the Board determines from time to time. Notice
of regular meetings need not be given, except as otherwise required by
law.




Section
9. Special Meetings.Special meetings of the Board of Directors, for any purpose or purposes,
may be called by the Chief Executive Officer or the President and shall be
called by the Chief Executive Officer, the President or the Secretary upon the
written request of a majority of the directors. The request shall state the
date, time, place and purpose or purposes of the proposed meeting.




Section
10. Notice of
Meetings.Notice of each special meeting of the Board (and of each annual
meeting which is not held immediately after, and in the same place as, the
annual meeting of stockholders) shall be given, not later than 24 hours before
the meeting is scheduled to commence, by the Chief Executive Officer, the
President or the Secretary and shall state the place, date and time of the
meeting. Notice of each meeting may be delivered to a director by hand or given
to a director orally (either by telephone or in person) or mailed, telegraphed
or sent by facsimile transmission to a director at his residence or usual place
of business, provided, however, that if notice of less than 72 hours is given it
may not be mailed. If mailed, the notice shall be deemed given when deposited in
the United States mail, postage prepaid; if telegraphed, the notice shall be
deemed given when the contents of the telegram are transmitted to the telegraph
service with instructions that the telegram immediately be dispatched; and if
sent by facsimile transmission, the notice shall be deemed given when
transmitted with transmission confirmed. Notice of any meeting need not be given
to any director who shall submit, either before or after the time stated
therein, a signed waiver of notice or who shall attend the meeting, other than
for the express purpose of objecting at the beginning thereof to the transaction
of any business because the meeting is not lawfully called or convened. Notice
of an adjourned meeting, including the place, date and time of the new meeting,
shall be given to all directors not present at the time of the adjournment, and
also to the other directors unless the place, date and time of the new meeting
are announced at the meeting at the time at which the adjournment is
taken.


6


Section
11. Quorum.Except as otherwise provided by law or in these By-laws, at all meetings
of the Board of Directors a majority of the whole Board shall constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board. A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another place, date and time.




Section
12. Conduct of
Meetings.At each meeting of the Board of Directors, the Chairman of the
Board of Directors or, in his absence, the Chief Executive Officer shall act as
chairman of the meeting. The Secretary or, in his absence, any person appointed
by the chairman of the meeting shall act as secretary of the meeting and keep
the minutes thereof. The order of business at all meetings of the Board shall be
as determined by the chairman of the meeting.




Section
13. Committees of the
Board.The Board of Directors, by resolution adopted by a majority of the
whole Board, may designate an executive committee and other committees, each
consisting of one or more directors. Each committee (including the members
thereof) shall serve at the pleasure of the Board of Directors and shall keep
minutes of its meetings and report the same to the Board. The Board of Directors
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member or members at any meeting of the
committee. In addition, in the absence or disqualification of a member of a
committee, if no alternate member has been designated by the Board of Directors,
the member or members present at any meeting and not disqualified from voting,
whether or not they constitute a quorum, may unanimously appoint another member
of the Board of Directors to act at the meeting in the place of the absent or
disqualified member. Except as limited by law, each committee, to the extent
provided in the resolution of the Board of Directors establishing it, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation.




Section
14. Operation of
Committees.A majority of all the members of a committee shall constitute
a quorum for the transaction of business, and the vote of a majority of all the
members of a committee present at a meeting at which a quorum is present shall
be the act of the committee. Each committee shall adopt whatever other rules of
procedure it determines for the conduct of its activities.


7


Section
15. Consent to Action.Any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.




Section
16. Attendance Other
Than in Person.Members of the Board of Directors or any committee
thereof may participate in a meeting of the Board or committee, as the case may
be, by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at the
meeting.







ARTICLE
IV




Officers







Section
1. Executive and Other
Officers.The Board of Directors may elect or appoint executive officers
of the Corporation which shall be a Chairman of the Board, a Chief Executive
Officer, a President, a Secretary, a Chief Financial Officer, a Treasurer and a
Controller. The Board of Directors from time to time may choose other officers
or agents, including, but not limited to, a Chief Operating Officer, one or more
Vice Presidents (any of whom may be designated as Executive Vice Presidents or
otherwise), one or more Assistant Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, one or more Assistant Controllers
and any other officers it deems necessary or desirable for the conduct of the
business of the Corporation, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in these By-laws or
as the Board of Directors from time to time may determine. The Chairman of the
Board, the President or the Chief Executive Officer may appoint any such other
officers or agents, other than a Chief Operating Officer, fix their term of
office, and prescribe their respective authorities and duties. Any officer may
devote less than all of his working time to his activities as such if the Board
so approves.


8


Section
2. Duties.




(a)          
Chairman of the Board.The Chairman of the Board shall preside at meetings of the Board of
Directors at which he or she is present, and shall give counsel and advice to
the Board of Directors and the officers of the Corporation on all subjects
touching the welfare of the Corporation and the conduct of its business. He or
she shall perform such other duties as the Board of Directors may from time to
time determine. The Chairman shall be a member of the Board of Directors. The
Chairman shall have the power to sign all certificates, contracts, obligations
and other instruments of the Corporation.




(b)            The President.Unless
otherwise determined by the Board of Directors
and except as otherwise vested in the Chief Executive Officer (if such position
shall be held by a different person), the President shall be the chief executive
officer of the Corporation and, subject to the overall direction and control of
the Board of Directors, shall have general charge of the business, affairs and
property of the Corporation and shall be a member of the Board of Directors. In
the event of the death, absence, unavailability or disability of the Chairman of
the Board, the President shall exercise all the powers and discharge all the
duties of the Chairman. The President shall have power to sign all certificates,
contracts, obligations and other instruments of the Corporation. The President
shall do and perform all such other duties and may exercise such other powers as
from time to time may be assigned to him by these By-­laws or by the Board
of Directors.




(c)           Chief Executive Officer.The Chief Executive Officer shall be the chief executive officer of the
Corporation and, subject to the overall direction and control of the Board of
Directors, shall have general charge and control of the business and affairs of
the Corporation. In the event of the death, absence, unavailability or
disability of the Chairman of the Board or the President, the Chief Executive
Officer shall exercise all the powers and discharge all the duties of the
Chairman. The Chief Executive Officer shall do and perform all such other duties
and may exercise such other powers as from time to time may be assigned to him
or her by these By-laws or by the Board of Directors. The Chief Executive
Officer shall have the power to sign all certificates, contracts, obligations
and other instruments of the Corporation.


9


(d)           The Vice Presidents and
Assistant Vice Presidents.The Vice Presidents and Assistant Vice
Presidents shall perform such duties and may exercise such powers as from time
to time may be assigned to him or her by these By-laws or by the Board of
Directors, the Chairman of the Board, the President, the Chief Executive Officer
or the Chief Operating Officer. The Board of Directors, the Chairman of the
Board, the President, the Chief Executive Officer or the Chief Operating Officer
may designate one or more Vice Presidents as Executive Vice Presidents or Senior
Vice Presidents. In the event of the death, absence unavailability or disability
of the Chairman of the Board, the President, the Chief Executive Officer or the
Chief Operating Officer, the Board of Directors may, in its discretion,
designate one or more Vice Presidents who shall, for the time being, act as
Chairman of the Board, President, Chief Executive Officer or Chief Operating
Officer; and when so acting, such Vice Presidents shall have all of the powers
and discharge all of the duties of the Chairman of the Board, the President, the
Chief Executive Officer or the Chief Operating Officer, except as otherwise
provided in Section 3 hereof. Each Vice President who has been designated an
Executive Vice President or Senior Vice President shall, except where by law the
signature of the President is required, possess the same power as the President
to sign all certificates, contracts, obligations and other instruments of the
Corporation.




(d)            Chief Financial Officer.The Chief Financial Officer shall, subject to the
control of the Board of Directors, 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. The Chief Financial Officer shall be empowered, from
time to time, to require from the officers or agents of the Corporation reports
or statements giving such information as he or she may desire with respect to
any and all financial transactions of the Corporation. The Chief Financial
Officer shall deposit all moneys and other valuables in the name and the credit
of the Corporation with such depositaries as may be designated by the Board of
Directors. The Chief Financial Officer 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 other powers and perform such other duties as may
be prescribed by the Board of Directors, the President or the Chief Executive
Officer, or these By-laws. The Chief Financial Officer shall have the power to
sign all certificates, contracts, obligations and other instruments of the
Corporation.


10


(e)           The Secretary and the
Assistant Secretaries.The Secretary shall:




(i)           Attend
meetings of the stockholders and the Board of Directors, keep the minutes of
such meetings and cause the same to be recorded in books provided for that
purpose;




(ii)          Prepare,
or cause to be prepared, and submit to the Inspectors of election at each
meeting of the stockholders a certified list, in alphabetical order, of the
names of the stockholders entitled to vote at such meeting, together with the
class and number of shares of stock held by each;




(iii)         Provide
that all notices are duly given in accordance with the provisions of these
By-laws or as required by statute;




(iv)        Be
custodian of the records and minutes of the Corporation, the Board of Directors
and any committees thereof, and of the seal of the Corporation; see that the
seal is affixed, if necessary, to all stock certificates prior to their issuance
and to all documents the execution of which on behalf of the Corporation under
its seal shall have been duly authorized and attest the seal when so
affixed;


11


(v)         Provide
that all books, reports, statements, certificates and other documents and
records required by law to be kept or filed are properly kept or filed;
and




(vi)        In
general, perform all duties and have all powers incident to the office of
Secretary and perform such other duties and have such other powers as from time
to time may be assigned to him or her by these By-laws or by the Board of
Directors.




At the
request of the Secretary, or in his or her absence or disability, any Assistant
Secretary shall perform any of the duties of the Secretary and, when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
Secretary. Except where by law the signature of the Secretary is required, each
of the Assistant Secretaries shall possess the same power as the Secretary to
sign certificates, contracts, obligations and other instruments of the
Corporation, and to affix the seal of the Corporation to such instruments and
attest the same.




(f)           
The Treasurer and the
Assistant Treasurers.




(i) The
Treasurer shall, subject to the control of the Board of Directors and except as
such powers and duties are otherwise vested in the Chief Financial Officer (if
such position shall be held by a different person), have the care and custody of
the funds including the borrowing thereof, the securities, receipts and
disbursements of the Corporation; cause all moneys and other valuable effects to
be deposited in the name and to the credit of the Corporation, in such banks or
trust companies or with such bankers of other depositaries as shall be selected
by the Board of Directors or any committee thereof, or pursuant to authority
conferred by the Board of Directors or any committee thereof; cause the funds of
the Corporation to be disbursed by checks or drafts upon the authorized
depositaries of the Corporation; cause to be taken and preserved paper vouchers
for all moneys disbursed; render to the Chairman of the Board, the President,
the Chief Executive Officer, the Chief Financial Officer, the Chief Operating
Officer, the Board of Directors or any committee thereof, whenever requested, an
account of his or her transactions as Treasurer; in general, perform all duties
and have all powers incident to the office of Treasurer and perform such other
duties and have such other powers as from time to time may be assigned to him or
her by these By-Laws or by the Board of Directors. The Treasurer shall have the
power to sign all certificates, contracts, obligations and other instruments of
the Corporation.




12


(ii) At
the request of the Treasurer, or in his or her absence or disability, the
Assistant Treasurer, or in case there shall be more than one Assistant
Treasurer, the Assistant Treasurer designated by the Board of Directors, the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Financial Officer or the Chief Operating Officer, shall perform any of the
duties of the Treasurer and, when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the Treasurer. Except where by law the
signature of the Treasurer is required, each of the Assistant Treasurers shall
possess the same power as the Treasurer to sign all certificates, contracts,
obligations and other instruments of the Corporation.




(g)           The Controller and the
Assistant Controllers.




(i)           The
Controller shall cause to be kept correct books of accounts of all the business
transactions of the Corporation, shall see that adequate audits thereof are
currently and regularly made, shall examine and certify the accounts of the
Corporation, shall render to the Board of Directors, the Audit Committee, the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Financial Officer or the Chief Operating Officer, whenever requested, an account
of the financial condition of the Corporation, and shall report to the Board of
Directors, to the Audit Committee or to such officers as the Board of Directors
may require. He or she shall perform such other duties and have such other
powers as from time to time may be assigned to him or her by the Board of
Directors.




(ii)         At
the request of the Controller, or in his or her absence or disability, the
Assistant Controller, or in case there shall be more than one Assistant
Controller, the Assistant Controller designated by the Board of Directors or by
the Chairman of the Board, the President, the Chief Executive Officer or the
Chief Operating Officer, shall perform any of the duties of the Controller and,
when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Controller.


13


Section
3. Term; Removal.Subject to his earlier death, resignation or removal, each officer shall
hold his office until his successor shall have been elected or appointed and
shall have qualified. Any officer may be removed at any time, with or without
cause, by the Board of Directors.




Section
4. Resignations.Any officer may resign at any time by giving written notice of his
resignation to the Corporation. A resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt, and, unless otherwise specified
therein, the acceptance of a resignation shall not be necessary to make it
effective.




Section
5. Vacancies.If an office becomes vacant for any reason, the Board of Directors or the
stockholders may fill the vacancy, and each officer so elected or appointed
shall serve for the remainder of his predecessor's term and until his successor
shall have been elected or appointed and shall have qualified.







ARTICLE
V




Provisions
Relating to Stock




Certificates and
Stockholders







Section
1. Certificates.Certificates for the Corporation's capital stock shall be in such form as
required by law and as approved by the Board of Directors. Each certificate
shall be signed in the name of the Corporation by the Chairman of the Board, the
Chief Executive Officer, the President or any Vice President and by the
Secretary, the Treasurer, any Assistant Secretary or any Assistant Treasurer,
and shall bear the seal of the Corporation or a facsimile thereof. Any or all of
the signatures on a certificate may be a facsimile. In case any officer,
transfer agent or registrar who shall have signed or whose facsimile signature
shall have been placed on any certificate shall have ceased to be such officer,
transfer agent or registrar before the certificate shall be issued, the
certificate may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.


14


Section
2. Replacement
Certificates.The Corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Board of Directors may require the owner of the
lost, stolen or destroyed certificate, or such person's legal representative, to
make an affidavit of that fact and to give the Corporation a bond sufficient to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft or destruction of the certificate or the
issuance of such new certificate.




Section
3. Transfers of
Shares.Transfers of shares shall be registered on the books of the
Corporation maintained for that purpose after due presentation of the stock
certificates therefore, appropriately endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer.




Section
4. Record Date.For the purpose of determining the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or for the purpose of
determining stockholders entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or for the purpose of any other
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board, and which record date shall not be more than 60 or less than 10
days before the date of any such meeting, shall not be more than 10 days after
the date on which the Board fixes a record date for any such consent in writing,
and shall not be more than 60 days prior to any other action.







ARTICLE
VI




Indemnification







Section
1. Indemnification.Unless otherwise determined by the Board of Directors, the Corporation
shall, to the fullest extent permitted by the General Corporation Law
(including, without limitation, Section 145 thereof) or other provisions of the
laws of Delaware relating to indemnification of directors, officers, employees
and agents, as the same may be amended and supplemented from time to time,
indemnify any and all such persons whom it shall have power to indemnify under
the General Corporation Law or such other provisions of law.


15


Section
2. Statutory
Indemnification.Without limiting the generality of Section 1 of this
Article VI, to the fullest extent permitted, and subject to the conditions
imposed, by law, and pursuant to Section 145 of the General Corporation Law,
unless otherwise determined by the Board of Directors:




(i)            the
Corporation shall indemnify any person who was or is a party




or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that such person is or was a director, officer or employee 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 reasonable expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; and




(ii)            the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person 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 or employee director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
reasonable expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, except as otherwise
provided by law.


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Section
3. Indemnification by
Resolution of Stockholders or Directors orAgreement.To the
fullest extent permitted by law, indemnification may be granted, and expenses
may be advanced, to the persons described in Section 145 of the General
Corporation Law or other provisions of the laws of Delaware relating to
indemnification and advancement of expenses, as from time to time may be in
effect, by (i) a resolution of stockholders, (ii) a resolution of the Board of
Directors, or (iii) an agreement providing for such indemnification and
advancement of expenses.




Section
4. General.It
is the intent of this Article VI to require the Corporation, unless otherwise
determined by the Board of Directors, to indemnify the persons referred to
herein for judgments, fines, penalties, amounts paid in settlement and
reasonable expenses (including attorneys' fees), and to advance expenses to such
persons, in each and every circumstance in which such indemnification and such
advancement of expenses could lawfully be permitted by express provision of
By-laws, and the indemnification and expense advancement provided by this
Article VI shall not be limited by the absence of an express recital of such
circumstances. The indemnification and advancement of expenses provided by, or
granted pursuant to, these By-laws shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled, whether as a matter of law, under any provision of the Certificate
of Incorporation of the Corporation, these By-laws, by agreement, by vote of
stockholders or disinterested directors of the Corporation or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.




Section
5. Indemnification
Benefits.Indemnification pursuant to these By-laws shall inure to the
benefit of the heirs, executors, administrators and personal representatives of
those entitled to indemnification.




Section
6. Insurance.The Corporation may purchase and maintain insurance on behalf of any
person who is or was entitled to indemnification herein against any liability
asserted against or incurred by such person or arising out of the status of such
person, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of this Article
VI.


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ARTICLE
VII




General
Provisions







Section
1. Dividends.To the extent permitted by law, the Board of Directors shall have full
power and discretion, subject to the provisions of the Certificate of
Incorporation of the Corporation and the terms of any other corporate document
or instrument binding upon the Corporation, to determine what, if any, dividends
or distributions shall be declared and paid or made.




Section
2. Seal.The
Corporation's seal shall be in such form as is required by law and as shall be
approved by the Board of Directors.




Section
3. Fiscal Year.The fiscal year of the Corporation shall be determined by the Board of
Directors.




Section
4. Voting Shares in
Other Corporations.Unless otherwise directed by the Board of Directors,
shares in other corporations which are held by the Corporation shall be
represented and voted only by the Chairman of the Board, the Chief Executive
Officer, the President or by a proxy or proxies appointed by any of
them.







ARTICLE
VIII




Amendments







Section
1. By Stockholders.The By-laws may be amended by a majority vote of all of the stockholders
issued and outstanding and at the time entitled to vote at any annual or special
meeting of the stockholders, provided notice of intention to amend shall have
been contained in the notice of the meeting.


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Section
2. By Directors.The By-Laws may be adopted, amended or repealed by the Board of
Directors, provided the conferral of such power on the Board shall not divest
the stockholders of the power, or limit their power, to adopt, amend or repeal
By-laws.





ARTICLE
IX




Business Combinations With
Interested Stockholders




The
Corporation shall not be governed by Section 203 of the General Corporation Law,
Chapter 1, Title 8, Delaware Code of 1953, as amended.






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