**EXHIBIT3.2**

 

AMENDED ANDRESTATED BY-LAWS

 

OF

 

APAC CUSTOMERSERVICES, INC.

 

ARTICLE 1

 

OFFICES

 

SECTION 1.1   PRINCIPAL OFFICE.

 

The principal office ofthe corporation shall be in Deerfield, Illinois, and the corporation may havesuch other offices, either within or without the State of Illinois, as it mayrequire from time to time.

 

SECTION 1.2   REGISTERED OFFICE.

 

The registered office ofthe corporation required by The Business Corporation Act (the “Act”) to bemaintained in the State of Illinois may be, but need not be, identical with theprincipal office in the State of Illinois, and the address of the registeredoffice may be changed from time to time by the Board of Directors.

 

ARTICLE 2

 

MEETINGS OFSHAREHOLDERS

 

SECTION 2.1   PLACE OF MEETINGS.

 

All meetings of theshareholders may be held at such place as shall be designated from time to timeby the Board of Directors and stated in the notice of meeting or in a dulyexecuted waiver of notice thereof. If no designation is made, the place of meetingshall be the principal office of the corporation.

 

SECTION 2.2   ANNUAL MEETINGS.

 

An annual meeting of theshareholders, commencing in 1996, shall be held each year within 180 days afterthe close of the immediately preceding fiscal year of the corporation, at suchtime and place as shall be designated by the Board of Directors. 

 

SECTION 2.3   SPECIAL MEETINGS.

 

Special meetings of theshareholders, for any purpose or purposes, unless otherwise prescribed by theAct, the Articles of Incorporation or these By-laws, may only be called by theChairman of the Board, the President or a majority of the total number ofdirectors which the corporation would have if there were no vacancies (the“Whole Board”). Such request shall state the purpose or purposes of theproposed meeting.

 

SECTION 2.4   NOTICE OF MEETINGS. 

 

Written or printed noticestating the place, day and hour of the meeting of shareholders and, in case ofa special meeting, the purpose or purposes for which the meeting is called,shall be delivered not less than ten days (or in a case involving a merger,consolidation, share exchange, dissolution or sale, lease or exchange ofassets, not less than twenty days) nor more than sixty days before the meeting,either personally or by mail, by or at the direction of the Chairman of theBoard, President, the Secretary or the officer or persons calling the meeting,to each shareholder of record entitled to vote at the meeting. If mailed, thenotice shall be deemed to be delivered when deposited in the United Statesmail, addressed to the shareholder at his or her address as it appears on therecords of the corporation, with postage thereon prepaid. Only such businessshall be conducted at a special meeting of shareholders as shall have beenbrought before the meeting pursuant to the corporation’s notice of meeting.

 

SECTION 2.5   WAIVER OF NOTICE. 

 

Whenever any notice isrequired to be given under the provisions of these 

 

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By-laws or under theprovisions of the Articles of Incorporation or under the provisions of the Actor otherwise, a waiver thereof in writing, signed by the person or personsentitled to such notice, whether before or after the time stated therein, shallbe deemed equivalent to the giving of such notice.  Attendance at any meeting shall constitute waiver of noticethereof unless the person at the meeting objects to the holding of the meetingbecause proper notice was not given. 

 

SECTION 2.6   CLOSING OF TRANSFER BOOKS AND FIXING OFRECORD DATE. 

 

For the purpose ofdetermining shareholders entitled to notice of or to vote at any meeting ofshareholders, or shareholders entitled to receive payment of any dividend, orin order to make a determination of shareholders for any other proper purpose,the Board of Directors of the corporation may provide that the share transferbooks shall be closed for a stated period, but not to exceed, in any case,sixty days. If the share transfer books shall be closed for the purpose ofdetermining shareholders entitled to notice of or to vote at a meeting ofshareholders, such books shall be closed for at least ten days (or in a caseinvolving a merger, consolidation, share exchange, dissolution or sale, leaseor exchange of assets, at least twenty days) immediately preceding the meeting.In lieu of closing the share transfer books, the Board of Directors may fix inadvance a date as the record date for any such determination of shareholders,such date in any case to be not more than sixty days and, in case of a meetingof shareholders, not less than ten days (or in a case involving a merger,consolidation, share exchange, dissolution or sale, lease or exchange ofassets, not less than twenty days) immediately preceding such meeting. If theshare transfer books are not closed and no record date is fixed for thedetermination of shareholders entitled to notice of or to vote at a meeting ofshareholders, or shareholders entitled to receive payment of a dividend, thedate on which notice of the meeting is mailed or the date on which theresolution of the Board of Directors declaring such dividend is adopted, as thecase may be, shall be the record date for such determination ofshareholders.  When a determination ofshareholders entitled to vote at any meeting of shareholders has been made asprovided in this Section, such determination shall apply to any adjournment ofthe meeting.

 

SECTION 2.7   VOTING LISTS. 

 

The officer or agent whohas charge of the transfer books for shares of the corporation shall make,within twenty days after the record date for a meeting of shareholders, or tendays before each such meeting, whichever is earlier, a complete list ofshareholders entitled to vote at such meeting, arranged in alphabetical order,with the address of and the number of shares held by each, which list, for aperiod of ten days prior to such meeting, shall be kept on file at theregistered office of the corporation and shall be subject to inspection by anyshareholder, and to copying at the shareholder’s expense, at any time duringusual business hours. Such list shall also be produced and kept open at thetime and place of meeting and shall be subject to the inspection of anyshareholder during the whole time of the meeting. The original share ledger ortransfer book, or a duplicate thereof kept in the State of Illinois, shall beprima facie evidence as to who are the shareholders entitled to examine suchlist or share ledger or transfer book or to vote at any meeting ofshareholders.  Failure to comply withthe requirements of this section shall not affect the validity of anyaction taken at such meeting.

 

SECTION 2.8   QUORUM. 

 

Unless otherwise providedin the Articles of Incorporation, a majority of the outstanding shares of thecorporation, entitled to vote on a matter, represented in person or by proxy,shall constitute a quorum for consideration of such matter at a meeting ofshareholders, but in no event shall a quorum consist of less than one-third ofthe outstanding shares entitled so to vote. If, however, such quorum shall notbe present or represented by proxy at any meeting of the shareholders, theshareholders entitled to vote thereat, present in person or represented byproxy, the Chairman of the Board or the President, shall have power to adjournthe meeting from time to time, without notice other than announcement at themeeting, except as hereinafter provided, until a quorum shall be present orrepresented. At such adjourned meeting at which a quorum

 

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shall be present orrepresented, any business may be transacted which might have been transacted atthe original meeting. If the adjournment is for more than thirty (30) days, orif after the adjournment a new record date is fixed for the adjourned meeting,a notice of the adjourned meeting shall be given to each shareholder of recordentitled to vote at the meeting. 

 

SECTION 2.9   MANNER OF ACTING. 

 

If a quorum is present,the affirmative vote of the majority of the shares represented at the meetingand entitled to vote on a matter shall be the act of the shareholders, unlessthe vote of a greater number or voting by classes is required by The BusinessCorporation Act of the State of Illinois or the Articles of Incorporation orthese By-laws, in which case such express provision shall govern and controlthe decision of such question.

 

SECTION 2.10   PROXIES. 

 

At all meetings ofshareholders, a shareholder may vote by proxy executed in writing by theshareholder or by his duly authorized attorney-in-fact. Such proxy shall befiled with the Secretary of the corporation before or at the time of themeeting. No proxy shall be valid after eleven months from the date of itsexecution, unless otherwise provided in the proxy.

 

SECTION 2.11   VOTING OF SHARES BY CERTAIN HOLDERS. 

 

Shares registered in thename of another corporation, domestic or foreign, may be voted by such officer,agent, proxy or other legal representative authorized to vote such shares underthe law of incorporation of such corporation. The corporation may treat thepresident or other person holding the position of chief executive officer ofsuch other corporation as authorized to vote such shares, together with anyother person indicated and any other holder of an office indicated by thecorporate shareholder to the corporation as a person or as an officerauthorized to vote such shares. Such persons and officers indicated shall beregistered by the corporation on the transfer books for shares and included inany voting list prepared in accordance with Section 2.7.

 

Shares registeredin the name of a deceased person, a minor ward or person under legal disabilitymay be voted by his or her administrator, executor, or court-appointedguardian, either in person or by proxy, without a transfer of such shares intothe name of such administrator, executor, or court-appointed guardian. Sharesregistered in the name of a trustee may be voted by him or her, either inperson or by proxy. 

 

Shares registeredin the name of a receiver may be voted by such receiver, and shares held by orunder the control of a receiver may be voted by such receiver without thetransfer thereof into his or her name, if authority to do so is contained in anappropriate order of the court by which such receiver was appointed. 

 

A shareholderwhose shares are pledged shall be entitled to vote such shares until the shareshave been transferred into the name of the pledgee, and thereafter the pledgeeshall be entitled to vote the shares so 

transferred. 

 

Shares of its ownstock belonging to this corporation shall not be voted, directly or indirectly,at any meeting and shall not be counted in determining the total number ofoutstanding shares at any given time, but shares of its own stock held by it ina fiduciary capacity may be voted and shall be counted in determining the totalnumber of outstanding shares entitled to vote at any given time. 

 

SECTION 2.12   NOTICE OF SHAREHOLDER BUSINESS ANDNOMINATIONS. 

 

(A) AnnualMeetings of Shareholders. (1) Nominations of persons for election to the Boardof Directors of the corporation and the proposal of business to be consideredby the shareholders may be made at an annual meeting of shareholders (a) by orat the direction of the Board of Directors or (b) by any shareholder of thecorporation who was a shareholder of record at the time

 

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of giving of notice provided for in this By-Law, who is entitled tovote at the meeting and who complies with the notice procedures set forth inthis By-Law. 

 

(2) Fornominations or other business to be properly brought before an annual meetingby a shareholder pursuant to clause (b) of paragraph (A)(1) of this By-Law, theshareholder must have given timely notice thereof in writing to the Secretaryof the corporation and such other business must otherwise be a proper matterfor shareholder action. To be timely, a shareholder’s notice shall be deliveredto the Secretary at the principal executive offices of the corporation notlater than the close of business on the 90th day, nor earlier than the close ofbusiness on the 120th day, prior to the first anniversary of the precedingyear’s annual meeting; provided, however, that in the event that the date ofthe annual meeting is more than 30 days before or more than 60 days after suchanniversary date, notice by the shareholder to be timely must be so deliverednot earlier than the close of business on the 120th day prior to such annualmeeting and not later than the close of business on the later of the 90th dayprior to such annual meeting or the 10th day following the day on which publicannouncement of the date of such meeting is first made by the corporation. Inno event shall the public announcement of an adjournment of an annual meetingcommence a new time period for the giving of a shareholder’s notice asdescribed above. Such shareholder’s notice shall set forth (a) as to eachperson whom the shareholder proposes to nominate for election or re-election asa director all information relating to such person that is required to bedisclosed in solicitations of proxies for election of directors in an electioncontest, or is otherwise required, in each case pursuant to Regulation 14Aunder the Securities Exchange act of 1934, as amended (the “Exchange Act”) andRule 14a-11 thereunder (including such person’s written consent to being namedin the proxy statement as a nominee and to serving as a director if elected);(b) as to any other business that the shareholder proposes to bring before themeeting, a brief description of the business desired to be brought before themeeting, the reasons for conducting such business at the meeting and anymaterial interest in such business of such shareholder and the beneficialowner, if any, on whose behalf the proposal is made; and (c) as to theshareholder giving the notice and the beneficial owner, if any, on whose behalfthe nomination or proposal is made (i) the name and address of suchshareholder, as they appear on the corporation’s books, and of such beneficialowner and (ii) the class and number of shares of the corporation which areowned beneficially and of record by such shareholder and such beneficial owner.

 

(3)Notwithstanding anything in the second sentence of paragraph (A)(2) of thisBy-Law to the contrary, in the event that the number of directors to be electedto the Board of Directors of the corporation is increased and there is nopublic announcement by the corporation naming all of the nominees for directoror specifying the size of the increased Board of Directors at least 70 daysprior to the first anniversary of the preceding year’s annual meeting, ashareholder’s notice required by this By-Law shall also be considered timely,but only with respect to nominees for any new positions created by suchincrease, if it shall be delivered to the Secretary at the principal executiveoffices of the corporation not later than the close of business on the 10th dayfollowing the day on which such public announcement is first made by thecorporation. 

 

(B) SpecialMeetings of Shareholders. Only such business shall be conducted at a specialmeeting of shareholders as shall have been brought before the meeting pursuantto the corporation’s notice of meeting. Nominations of persons for election tothe Board of Directors may be made at a special meeting of shareholders at whichdirectors are to be elected pursuant to the corporation’s notice of meeting (a)by or at the direction of the Board of Directors or (b) provided that the Boardof Directors has determined that directors shall be elected at such meeting, byany shareholder of the corporation who is a shareholder of record at the timeof giving of notice provided for in this By-Law, who shall be entitled to voteat the meeting and who complies with the notice procedures set forth in thisBy-Law. In the event the corporation calls a special meeting of shareholders

 

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for the purpose of electing one or more directors to the Board ofDirectors, any such shareholder may nominate a person or persons (as the casemay be), for election of such position(s) as specified in the corporation’snotice of meeting, if the shareholder’s notice required by paragraph (A)(2) ofthis By-Law shall be delivered to the Secretary at the principal executiveoffices of the corporation not earlier than the close of business on the 90thday prior to such special meeting and not later than the close of business onthe later of the 60th day prior to such special meeting or the 10th dayfollowing the day on which public announcement is first made of the date of thespecial meeting and of the nominees proposed by the Board of Directors to beelected at such meeting. In no event shall the public announcement of anadjournment of a special meeting commence a new time period for the giving of ashareholder’s notice as described above. 

 

(C) General. (1)Only such persons who are nominated in accordance with the procedures set forthin this By-Law shall be eligible to serve as directors and only such businessshall be conducted at a meeting of shareholders as shall have been broughtbefore the meeting in accordance with the procedures set forth in this By-Law.Except as otherwise provided by law, the Chairman of the meeting shall have thepower and duty to determine whether a nomination or any business proposed to bebrought before the meeting was made or proposed, as the case may be, inaccordance with the procedures set forth in this By-Law and, if any proposednomination or business is not in compliance with this By-Law, to declare thatsuch defective proposal or nomination shall be disregarded. 

 

(2) For purposesof this By-Law, “public announcement” shall mean disclosure in a press releasereported by the Dow Jones News Service, Associated Press or comparable nationalnews service or in a document publicly filed by the Corporation with theSecurities and Exchange Commission pursuant to Section 13, 14 or 15(d) ofthe Exchange Act. 

 

(3)Notwithstanding the foregoing provisions of this By-Law, a shareholder shallalso comply with all applicable requirements of the Exchange Act and the rulesand regulations thereunder with respect to the matters set forth in thisBy-Law. Nothing in this By-Law shall be deemed to affect any rights (i) ofshareholders to request inclusion of proposals in the corporation’s proxy statementpursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of anyseries of preferred stock to elect 

directors under specifiedcircumstances. 

 

SECTION 2.13   INFORMAL ACTION BY SHAREHOLDERS. 

 

With the exception ofdissolution of this corporation, any action required to be taken at a meetingof the shareholders, or any other action which may be taken at a meeting of theshareholders, may be taken without a meeting and without a vote, if a consentin writing, setting forth the action so taken, shall be signed (i) by theholders of outstanding shares having not less than the minimum number of votesthat would be necessary to authorize or take such action at a meeting at whichall shares entitled to vote thereon were present and voting or (ii) by all ofthe shareholders entitled to vote with respect to the subject matter thereof.If such consent is signed by less than all of the shareholders entitled tovote, then such consent shall become effective only if at least 5 days prior tothe execution of the consent a notice in writing is delivered to all theshareholders entitled to vote with respect to the subject matter thereof and,after the effective date of the consent, prompt notice of the taking of thecorporate action without a meeting by less than unanimous written consent shallbe delivered in writing to those shareholders who have not consented inwriting. 

 

Dissolution ofthis corporation may be authorized by the unanimous consent in writing of theholders of all outstanding shares entitled to vote on dissolution. 

 

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ARTICLE 3

 

DIRECTORS

 

SECTION 3.1   GENERAL POWERS. 

 

The business and affairsof the corporation shall be managed by or under the direction of the Board ofDirectors which may exercise all such powers of the corporation and do all suchlawful acts and things as are not by the Articles of Incorporation, the Act orthese Bylaws directed or required to be exercised or done by the Shareholders. 

 

SECTION 3.2   NUMBER, TENURE AND QUALIFICATIONS. 

 

The number of directorswhich shall constitute the whole Board of the corporation shall be fixed fromtime to time exclusively by the Board of Directors pursuant to a resolutionadopted by the Board of Directors but in no event shall the number of Directorsof the corporation be less than one nor more than twelve. Each director shallhold office until the next succeeding annual meeting of shareholders or untilthe next meeting of shareholders at which directors are elected. Directors neednot be residents of the State of Illinois nor shareholders of the corporation. 

 

SECTION 3.3   REGULAR MEETINGS. 

 

A regular meeting of theBoard of Directors shall be held without other notice than this By-law,immediately after, and at the same place as, the annual meeting ofshareholders. The Board of Directors may provide, by resolution, the time andplace, either within or without the State of Illinois, for the holding ofadditional regular meetings in which case no other notice need be given. 

 

SECTION 3.4   SPECIAL MEETINGS. 

 

Special meetings of theBoard of Directors may be called by or at the request of the Chairman of theBoard, the President or any three directors. The person or persons authorizedto call special meetings of the Board of Directors may fix any place, eitherwithin or without the State of Illinois, as the place for holding any specialmeeting of the Board of Directors. 

 

SECTION 3.5   NOTICE. 

 

Written notice of anyspecial meeting of directors shall be given as follows: 

 

By mail to eachdirector at his business address at least three days prior to the meeting; or 

 

By personaldelivery, telegram or facsimile to each director at his business address atleast 24 hours prior to the meeting, or in the event such notice is given on aSaturday, Sunday or holiday, to each director at his residence address at least24 hours prior to the meeting. 

 

If mailed, suchnotice shall be deemed to be delivered when deposited in the United States mailso addressed, with postage thereon prepaid. If notice is given by telegram,such notice shall be deemed to be delivered when the telegram is delivered tothe telegraph company. If notice is given by facsimile, such notice shall bedeemed given when sent with confirmation of receipt. 

 

Any director maywaive notice of any meeting. The attendance of a director at any meeting shallconstitute a waiver of notice of such meeting, except where a director attendsa meeting for the express purpose of objecting to the transaction of anybusiness because the meeting is not lawfully called or convened. Neither thebusiness to be transacted at, nor the purpose of, any regular or specialmeeting of the Board of Directors need be specified in the notice or waiver ofnotice of such meeting.

 

SECTION 3.6   QUORUM. 

 

A majority of the WholeBoard shall constitute a quorum for the transaction of business at any meetingof the Board of Directors. If less than a majority of such directors arepresent at said meeting, a majority of the directors present may adjourn themeeting from time to time without further notice until a quorum shall bepresent. 

 

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Unlessspecifically prohibited by the Articles of Incorporation, members of the Boardof Directors or of any committee of the Board of Directors may participate inand act at any meeting of such Board of Directors or committee through the useof a conference telephone or other communications equipment by means of whichall persons participating in the meeting can hear each other. Participation insuch a meeting shall constitute attendance at the meeting of the person orpersons so participating. 

 

SECTION 3.7   MANNER OF ACTING. 

 

The act of the majorityof the directors present at a meeting at which a quorum is present shall be theact of the Board of Directors unless a greater number is required by theArticles of Incorporation.  Meetings ofthe Board of Directors shall be presided over by the Chairman of the Board ofDirectors, or in his absence, by the President, or in the absence of theChairman of the Board of Directors and President by such other person orpersons as the Board of Directors may designate or the members present mayselect. 

 

SECTION 3.8   VACANCIES. 

 

Any vacancy occurring inthe Board of Directors that results from an increase in the number of directorsor from the death, resignation or removal of a Director may be filled by theaffirmative vote of at least a majority of remaining directors office; thoughless than a quorum of the Board of Directors. A director appointed by the Boardof Directors to fill a vacancy shall serve until the next meeting ofshareholders at which directors are to be elected.  

 

SECTION 3.9   RESIGNATION. 

 

A director may resign atany time by giving written notice to the Board of Directors, its chairman, orto the president or secretary of the corporation. A resignation is effectivewhen the notice is given unless the notice specifies a future date. The pendingvacancy may be filled before the effective date, but the successor shall not takeoffice until the effective date. 

 

SECTION 3.10   COMPENSATION. 

 

The Board of Directors,irrespective of any personal interest of any of the members, shall have theauthority to fix the compensation of Directors. The Directors may be paid theirexpenses, if any, of attendance at each meeting of the Board of Directors andmay be paid a fixed sum for attendance at meetings or a stated salary asDirectors. These payments shall not preclude any Director from serving thecorporation in any other capacity and receiving compensation therefor. Memberof special or standing committees may be allowed like compensation.  

 

SECTION 3.11   PRESUMPTION OF ASSENT. 

 

A director of thecorporation who is present at a meeting of the Board of Directors at whichaction on any corporate matter is taken shall be conclusively presumed to haveassented to the action taken unless his dissent is entered in the minutes ofthe meeting or unless he files his written dissent to such action with theperson acting as the secretary of the meeting before the adjournment of themeeting or forwards such dissent by registered mail to the Secretary of thecorporation immediately after the adjournment of the meeting. Such right todissent does not apply to a director who voted in favor of such action.

 

SECTION 3.12   COMMITTEES. 

 

The Board of Directors,by resolution, adopted by a majority of directors, may create one or morecommittees and appoint members of the Board to serve on the committee orcommittees. Each committee shall have two or more members, who serve at thepleasure of the Board.

 

Unless theappointment by the Board of Directors requires a greater number, a majority ofany committee shall constitute a quorum and a majority of a quorum is necessaryfor committee action. A committee may act by unanimous consent in writingwithout a meeting and, subject to the provisions of these By-laws or action bythe Board of Directors, the committee by majority vote of its members shalldetermine the time and place of meetings and the notice required therefor.

 

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To the extentspecified by the Board of Directors or in the Articles of Incorporation orthese By-laws, each committee may exercise the authority of the Board ofDirectors under the Act; provided, however, a committee may not: 

 

(1) authorizedistributions, except for dividends to be paid with respect to shares of anypreferred or special classes or any series thereof; 

 

(2) approve orrecommend to shareholders any act the Act requires to be approved byshareholders;

 

(3)  fill vacancies on the Board or on any of itscommittees; 

 

(4) elect orremove officers or fix the compensation of any member of the committee; 

 

(5) adopt, amendor repeal these By-laws; 

 

(6) approve a planof merger not requiring shareholder approval; 

 

(7) authorize orapprove reacquisition of shares, except according to a general formula ormethod prescribed by the Board; 

 

(8) authorize orapprove the issuance or sale, or contract for sale, of shares or determine thedesignation and relative rights, preferences, and limitations of a series ofshares, except that the Board may direct a committee to fix the specific termsof the issuance or sale or contract for sale or the number of shares to beallocated to particular employees under an employee benefit plan; or 

 

(9) amend, alter,repeal, or take action inconsistent with any resolution or action of the Boardof Directors when the resolution or action of the Board of Directors providesby its terms that it shall not be amended, altered or repealed by action of acommittee.

 

SECTION 3.13   REMOVAL OF DIRECTORS. 

 

Any Director may beremoved from office as a Director, at any time, with or without cause, by theaffirmative vote of at least a majority of the outstanding shares then entitledto vote in the election of Directors of the corporation, voting as a singleclass, except that no director shall be removed at a meeting of shareholdersunless the notice of such meeting shall state that a purpose of the meeting isto vote upon the removal of one or more directors named in the notice. Only thenamed director or directors may be removed at such meeting.

 

The provisions ofthe first paragraph of this Section 3.13 shall not preclude the circuitcourt of the county in which the corporation’s registered office is locatedfrom removing a director of the corporation from office in a proceedingcommenced either by the corporation or by shareholders of the corporationholding at least 10 percent of the outstanding shares of any class if the courtfinds (1) the director is engaged in fraudulent or dishonest conduct or hasgrossly abused his or her position to the detriment of the corporation, and (2)removal is in the best interest of the corporation. If the court removes adirector, it may bar the director from reelection for a period prescribed bythe court. If such a proceeding is commenced by the shareholders, they shallmake the corporation a party defendant.

 

SECTION 3.14   INFORMAL ACTION BY DIRECTORS. 

 

Any action required to betaken at a meeting of the Board of Directors, or any other action which may betaken at a meeting of the Board of Directors or a committee thereof, may betaken without a meeting if a consent in writing, setting forth the action sotaken, shall be signed by all of the directors entitled to vote with respect tothe subject matter thereof or by all the members of such committee, as the casemay be.

 

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SECTION 3.15   RELIANCE ON BOOKS. 

 

A member of the Board of Directorsor a member of any committee designated by the Board of Directors shall, in theperformance of his duties, be fully protected in relying in good faith upon thebooks of account or reports made to the corporation by any of its officers, orby an independent certified public accountant, or by an appraiser selected withreasonable care by the Board of Directors or by any committee, or in relying ingood faith upon other records of the corporation.

 

ARTICLE 4

 

OFFICERS

 

SECTION 4.1   NUMBER.

 

The Board of Directorsshall have full discretion to appoint officers for the corporation. Theseofficers may include a Chairman of the Board of Directors, a President, a ChiefFinancial Officer, one or more Vice Presidents, a Treasurer and a Secretary,each of whom shall be elected by the Board of Directors.  The Board of Directors may appoint otherofficers if deemed necessary who shall have such authority and shall performsuch duties as from time to time may be prescribed by the Board ofDirectors.  Any two or more offices maybe held by the same person.  In additionto and to the extent not inconsistent with the provisions in these By-laws, theofficers shall have such authority, be subject to such restrictions and performsuch duties in the management of the business, property and affairs of theCorporation as may be determined from time to time by the Board of Directors. 

 

SECTION 4.2   ELECTION AND TERM OF OFFICE. 

 

The officers of thecorporation shall be elected by the Board of Directors. Vacancies may be filledor new offices filled at any meeting of the Board of Directors. Each officershall hold office until his successor shall have been duly elected and shallhave qualified or until his death or until he shall resign or shall have beenremoved in the manner hereinafter provided.

 

SECTION 4.3   REMOVAL. 

 

Any officer or agent ofthe corporation may be removed by the Board of Directors, with or withoutcause, but such removal shall be without prejudice to the contract rights, ifany, of the person so removed. Election or appointment of an officer or agentshall not of itself create contract rights.

 

SECTION 4.4   VACANCIES. 

 

A vacancy in any officebecause of death, resignation, removal, disqualification or otherwise, may befilled by the Board of Directors.

 

SECTION 4.5   CHAIRMAN OF THE BOARD OF DIRECTORS. 

 

The Board of Directorsshall elect one of its members to be the Chairman of the Board ofDirectors.  The Chairman shall presideat all meetings of the shareholders and of the Board of Directors, and ingeneral shall perform all duties incident to the office of the Chairman of theBoard and such other duties as from time to time may be assigned to him by theBoard of Directors. 

 

SECTION 4.6   [INTENTIONALLY OMITTED]. 

 

SECTION 4.7   THE PRESIDENT. 

 

The President shall bethe chief executive officer of the corporation.  Subject to the control of the Board of Directors, the Presidentshall, in general, supervise and manage the business and affairs of thecorporation and he shall see that the resolutions and directions of the Boardof Directors are carried into effect. Except in those instances in which the authority to execute is expresslydelegated to another officer or agent of the corporation, or a different modeof execution is expressly prescribed by the Board of Directors or theseBy-laws, or where otherwise required by law, the President may execute for thecorporation any contracts, deeds, mortgages, bonds or other instruments whichthe Board of Directors has authorized to be executed, or may execute, or mayauthorize any officer or agent to execute, for the corporation any contracts,deeds, mortgages, bonds or other instruments or the execution of which is inthe ordinary course of the corporation’s business, and such execution may beaccomplished either under or without the seal of the corporation and eitherindividually or with the

 

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Secretary, any AssistantSecretary, or any other officer thereunto authorized by the Board of Directorsor these By-laws.  In addition, he shallperform all duties incident to the office of President and such other duties asfrom time to time shall be prescribed by the Board of Directors. 

 

SECTION 4.8   CHIEF FINANCIAL OFFICER. 

 

The Chief FinancialOfficer (if any) shall act in an executive financial capacity. He shall assistthe Chairman of the Board, the Chief Executive Officer and the President in thegeneral supervision of the corporation’s financial policies and affairs.

 

SECTION 4.9   VICE PRESIDENTS. 

 

Any one or more of theVice Presidents may be designated by the Board of Directors as an ExecutiveVice President, Senior Vice President or such other designation as the Board ofDirectors may deem appropriate. In the absence of the President or in the eventof his inability or refusal to act, the Executive Vice President shall performthe duties and exercise the functions of the President. If there is noExecutive Vice President, or if there is more than one, the Board of Directorsmay determine which one or more of the Vice Presidents shall perform any ofsuch duties or exercise any of such functions; if such determination is notmade by the Board of Directors, the President may make such determination. AnyVice President may sign, with the Secretary or an Assistant Secretary,certificates for shares of the corporation; and shall perform those otherduties which from time to time may be assigned to him by the Board of Directorsor by the Chief Executive Officer.

 

SECTION 4.10   TREASURER. 

 

The Treasurer shall: (a)have charge and custody of and be responsible for all funds and securities ofthe corporation; receive and give receipts for moneys due and payable to thecorporation from any source whatsoever and deposit all such moneys in the nameof the corporation in such banks, trust companies or other depositories asshall be selected in accordance with the provisions of Article V of theseBy-laws; and (b) in general, perform all duties incident to the office ofTreasurer and all other duties as from time to time may be assigned to him bythe Board of Directors or the chief executive officer. If required by the Boardof Directors, the Treasurer shall give a bond for the faithful discharge of hisduties in the sum and with a surety or sureties as the Board of Directors shalldetermine.

 

SECTION 4.11   SECRETARY. 

 

The Secretary shall: (a)keep the minutes of the shareholders’ and of the Board of Directors’ meetingsin one or more books provided for that purpose; (b) see that all notices areduly given in accordance with the provisions of these By-laws or as required bylaw; (c) be custodian of the corporate records and, if the corporation has acorporate seal, of the seal of the corporation and see that the seal of thecorporation is affixed to all certificates for shares prior to the issuethereof and to all documents, the execution of which on behalf of thecorporation under its seal is duly authorized in accordance with the provisionsof these By-laws; (d) keep a register of the post office address of eachshareholder which shall be furnished to the Secretary by such shareholders; (e)sign, with the Chief Executive Officer, the President or a Vice President,certificates for shares of the corporation, the issue of which shall have beenauthorized by resolution by resolution of the Board of Directors; (f) havegeneral charge of the share transfer books of the corporation; and (g) ingeneral, perform all duties incident to the office of Secretary and all otherduties as from time to time may be assigned to him by the Board of Directors orthe Chief Executive Officer.

 

SECTION 4.12   ASSISTANT TREASURERS AND ASSISTANTSECRETARIES. 

 

The Assistant Secretariesas thereunto authorized by the Board of Directors may sign with the ChiefExecutive Officer, the President or a Vice President certificates for shares ofthe corporation, the issue of which shall have been authorized by a resolutionof the Board of Directors. The Assistant Treasurers and Assistant Secretaries,in general, shall perform such duties as shall be assigned to them by theTreasurer or the Secretary, respectively,

 

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or by the Board ofDirectors or the chief executive officer. The Assistant Treasurers shall,respectively, if required by the Board of Directors, give bonds for thefaithful discharge of their duties in sums and with sureties as the Board ofDirectors shall determine.

 

SECTION 4.13   SALARIES. 

 

The salaries of theofficers shall be fixed from time to time by the Board of Directors or acommittee thereof, and no officer shall be prevented from receiving such salaryby reason of the fact that he is also a Director of the Corporation.

 

ARTICLE 5

 

SHARES,CERTIFICATES FOR SHARES AND TRANSFER OF SHARES

 

SECTION 5.1   REGULATION.

 

The Board of Directors maymake such rules and regulations as it may deem expedient concerning theissuance, transfer and registration of certificates for shares of thecorporation, including the appointment of transfer agents and registrars.

 

SECTION 5.2   CERTIFICATES FOR SHARES. 

 

The shares of thecorporation shall be represented by certificates which shall be signed by theChairman of the Board, the President, the Chief Financial Officer or a VicePresident and by the Treasurer or an Assistant Treasurer or the Secretary or anAssistant Secretary, shall be numbered serially for each class of shares, orseries thereof, as they are issued and may be sealed with the seal, or afacsimile of the seal, of the corporation. If a certificate is countersigned bya transfer agent or registrar, other than the corporation itself or itsemployee, any other signatures or countersignatures on the certificate may befacsimiles. If the corporation shall be authorized to issue shares of more thanone class, every certificate representing shares issued by the corporationshall set forth upon the face or back of the certificate a full or summarystatement of all of the designations, preferences, qualifications, limitations,restrictions and special or relative rights of the shares of each class authorizedto be issued and, if the corporation shall be authorized to issue any preferredor special class in series, the variations in the relative rights andpreferences between the shares of each such series so far as the same have beenfixed and determined and the authority of the Board of Directors to fix anddetermine the relative rights and preferences of subsequent series. Thisstatement may be omitted from the certificate if it shall be set forth upon theface or back of the certificate that such statement, in full, will be furnishedby the corporation to any shareholder upon request and without charge.

 

Each certificaterepresenting shares shall also state the name of the corporation, the date ofissue, that the corporation is organized under the laws of the State ofIllinois, the name of the person to whom it is issued, the number and class ofshares and the designation of the series, if any, which the certificaterepresents. Each certificate shall be otherwise in such form as may beprescribed by the Board of Directors and as shall conform to the rules of anyStock Exchange on which the shares may be listed.

 

SECTION 5.3   CANCELLATION OF CERTIFICATES. 

 

All certificatessurrendered to the corporation for transfer shall be canceled and no newcertificates shall be issued in lieu thereof until the former certificate for alike number of shares shall have been surrendered and canceled, except asherein provided with respect to lost, stolen or destroyed certificates.

 

SECTION 5.4   LOST, STOLEN OR DESTROYED CERTIFICATES. 

 

Any shareholder claimingthat his certificate for shares is lost, stolen or destroyed may make anaffidavit or affirmation of that fact and lodge the same with the Secretary ofthe corporation, accompanied by a signed application for a new certificate.Thereupon, and if requested by the Board of Directors, upon the giving of asatisfactory bond of indemnity to the

 

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corporation, a newcertificate may be issued representing the same number, class and series ofshares as were represented by the certificate alleged to be lost, stolen ordestroyed.

 

SECTION 5.5   TRANSFER OF SHARES. 

 

The corporation may fromtime to time enter into an agreement or agreements with one or more of itsshareholders restricting the transferability of its shares in accordance withthe general corporate purpose to have its shares owned by persons activelyengaged in the corporate business. Subject to the terms of any such agreement,shares of the corporation shall be transferable on the books of the corporationby the holder thereof, in person or by his duly authorized attorney, upon thesurrender and cancellation of a certificate or certificates for a like numberof shares. Upon presentation and surrender of a certificate for shares properlyendorsed and payment of all required taxes, if any, the transferee shall beentitled to a new certificate or certificates in lieu thereof. As against thecorporation, a transfer of shares can be made only on the books of the corporationand in the manner hereinabove provided, and the corporation shall be entitledto treat the holder of record of any share as the owner thereof and shall notbe bound to recognize any equitable or other claim to or interest in such shareon the part of any other person, whether or not it shall have express or othernotice thereof, except as expressly provided by the statutes of the State ofIllinois.

 

SECTION 5.6   FACSIMILE SIGNATURE. 

 

Any of or all thesignatures on the certificate may be facsimile. In case any officer, transferagent or registrar who has signed or whose facsimile signature has been placedupon a certificate shall have ceased to be such officer, transfer agent orregistrar before such certificate is issued, it may be issued by the corporationwith the same effect as if he were such officer, transfer agent or registrar atthe date of issue.

 

ARTICLE 6

 

CONTRACTS

 

Except asotherwise required by law, the Articles of Incorporation or these By-laws, anycontracts or other instruments may be executed and delivered in the name and onbehalf of the corporation by such officer or officers of the corporation as theBoard of Directors may from time to time direct. Such authority may be generalor confined to specific instances as the Board may determine.

 

ARTICLE 7

 

FISCAL YEAR

 

The fiscal year ofthe corporation shall end on the Sunday nearest the 31st day ofDecember in each calendar year.

 

ARTICLE 8

 

DIVIDENDS

 

The Board ofDirectors may from time to time declare, and the corporation may pay, dividendson its outstanding shares in the manner and upon the terms and conditionsprovided by law and the Articles of Incorporation.

 

ARTICLE 9

SEAL

 

 

The Board ofDirectors may provide a corporate seal which shall be in the form of a circleand shall have inscribed thereon the name of the corporation and the words“Corporate Seal, Illinois.” 

 

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ARTICLE 10

 

INDEMNIFICATION

 

SECTION 10.1ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION. 

 

The corporation shallindemnify any person who was or is a party, or is threatened to be made a partyto any threatened, pending or completed action, suit or proceeding, whethercivil, criminal, administrative or investigative (other than an action by or inthe right of the corporation) by reason of the fact that he or she is or was adirector or officer of the corporation, or who is or was serving at the requestof the corporation as a director or officer of another corporation,partnership, joint venture, trust or other enterprise, against expenses(including attorneys’ fees), judgments, fines and amounts paid in settlementactually and reasonably incurred by such person in connection with such action,suit or proceeding, if such person acted in good faith and in a manner he orshe reasonably believed to be in, or not opposed to the best interests of thecorporation, and, with respect to any criminal action or proceeding, had noreasonable cause to believe his or her conduct was unlawful. The termination ofany action, suit or proceeding by judgment, order, settlement, conviction, orupon a plea of nolo contendere or its equivalent, shall not, of itself, createa presumption that the person did not act in good faith and in a manner whichhe or she reasonably believed to be in or not opposed to the best interests ofthe corporation or, with respect to any criminal action or proceeding, that theperson had reasonable cause to believe that his or her conduct was unlawful.

 

SECTION 10.2   ACTIONS BY OR IN THE RIGHT OF THECORPORATION. 

 

The corporation shallindemnify any person who was or is a party, or is threatened to be made a partyto any threatened, pending or completed action or suit by or in the right ofthe corporation to procure a judgment in its favor by reason of the fact thatsuch person is or was a director or officer of the corporation, or is or wasserving at the request of the corporation as a director or officer of anothercorporation, partnership, joint venture, trust or other enterprise, againstexpenses (including attorneys’ fees) actually and reasonably incurred by suchperson in connection with the defense or settlement of such action or suit, ifsuch person acted in good faith and in a manner he or she reasonably believedto be in, or not opposed to, the best interests of the corporation, providedthat no indemnification shall be made with respect to any claim, issue, ormatter as to which such person has been adjudged to have been liable to thecorporation, unless, and only to the extent that the court in which such actionor suit was brought shall determine upon application that, despite theadjudication of liability, but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenses asthe court shall deem proper.

 

SECTION 10.3   AUTHORIZATION OF INDEMNIFICATION. 

 

Any indemnification underSections 10.1 and 10.2 of this Article (unless ordered by a court) shallbe made by the corporation only as authorized in the specific case, upon adetermination that indemnification of the director or officer is proper in thecircumstances because he or she has met the applicable standard of conduct setforth in Sections 10.1. and 10.2. of this Article. Such determination shall bemade (1) by the Board of Directors by a majority vote of a quorum consisting ofdirectors who were not parties to such action, suit or proceeding, or (2) ifsuch a quorum is not obtainable or, even if obtainable, a quorum ofdisinterested directors so directs, by advice of independent legal counsel, or(3) by the shareholders. In any determination denying indemnification, theburden of proof shall be on the corporation to prove by clear and convincingevidence that indemnification should not be allowed.

 

SECTION 10.4   PAYMENT OF EXPENSES IN ADVANCE. 

 

Notwithstanding any otherprovisions of this Article 10, expenses incurred in defending a civil orcriminal action, suit or proceeding shall, unless the Board of Directorsdetermines otherwise, be paid by the corporation in advance of the

 

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final disposition of suchaction, suit or proceeding upon receipt of an undertaking by or on behalf ofthe director or officer to repay such amount, if it shall ultimately bedetermined that he or she is not entitled to be indemnified by the corporationas authorized in this Article 10.

 

SECTION 10.5   SUCCESSFUL DEFENSES 

 

Notwithstanding any otherprovisions of this Article 10, to the extent that a director or officer ofthe corporation has been successful, on the merits or otherwise, in the defenseof any action, suit or proceeding referred to in Sections 10.1 and 10.2 of thisArticle or in defense of any claim, issue or matter therein, such personshall be indemnified against expenses (including attorneys’ fees) actually andreasonably incurred by such person in connection therewith.

 

SECTION 10.6   PROVISIONS NOT EXCLUSIVE. 

 

The indemnification andadvancement of expenses provided by or granted under the other Sections of thisArticle 10 shall not be deemed exclusive of any other rights to whichthose seeking indemnification or advancement of expenses may be entitled underany by-law, agreement, vote of shareholders or disinterested directors orotherwise, both as to action in his or her official capacity and as to actionin another capacity while holding such office.

 

SECTION 10.7   INSURANCE. 

 

The corporation maypurchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the corporation, or who is or wasserving at the request of the corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or otherenterprise, against any liability asserted against such person and incurred bysuch person 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 such personagainst such liability under the provisions of this Article 10.

 

SECTION 10.8   NOTICE TO SHAREHOLDERS. 

 

If the corporation haspaid indemnity or has advanced expenses to a director, officer, employee oragent, the corporation shall report the indemnification or advance in writingto the shareholders with or before the notice of the next shareholders meeting.

 

SECTION 10.9   DEFINITIONS. 

 

For purposes of thisArticle 10, references to “the corporation” shall include, in addition tothe surviving corporation, any merging corporation (including any corporationhaving merged with a merging corporation) absorbed in a merger which, if itsseparate existence had continued, would have had the power and authority toindemnify its directors, officers, and employees or agents, so that any personwho was a director, officer, employee or agent of such merging corporation, orwas serving at the request of such merging corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise, shall stand in the same position under the provisions of thisArticle 10 with respect to the surviving corporation as such person wouldhave with respect to such merging corporation if its separate existence hadcontinued.

 

For purposes ofthis Article 10, references to “other enterprises” shall include employeebenefit plans; references to “fines” shall include any excise taxes assessed ona person with respect to an employee benefit plan; and references to “servingat the request of the corporation” shall include any service as a director,officer, employee or agent of the corporation which imposes duties on, orinvolves services by such director, officer, employee, or agent with respect toan employee benefit plan, its participants, or beneficiaries. A person whoacted in good faith and in a manner he or she reasonably believed to be in thebest interests of the participants and beneficiaries of an employee benefitplan shall be deemed to have acted in a manner “not opposed to the bestinterest of the corporation” as referred to in this Article 10.

 

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SECTION 10.10INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. 

 

The Corporation may, tothe extent authorized from time to time by the Board of Directors, grant rightsto indemnification, and to the advancement of expenses, to any employee oragent of the corporation to the fullest extent of the provisions of thisArticle 10 with respect to the indemnification and advancement of expensesof directors and officers of the corporation. 

 

SECTION 10.11   CONTINUATION OF RIGHTS. 

 

The indemnification andadvancement of expenses provided by or granted under this Article 10shall, unless otherwise provided when authorized or ratified, continue as to aperson who has ceased to be a director, officer, employee, or agent and shallinure to the benefit of the heirs, executors, and administrators of thatperson.

 

SECTION 10.12   PAYMENTS A BUSINESS EXPENSE. 

 

Any payments made to anyindemnified party under these By-Laws or under any other right toindemnification shall be deemed to be an ordinary and necessary businessexpense of the corporation, and payment thereof shall not subject any personresponsible for the payment, or the Board of Directors, to any action forcorporate waste or to any similar action.

 

ARTICLE 11

 

AMENDMENTS

 

Unless the power to make,alter, amend or repeal these By-laws is reserved to the shareholders by theArticles of Incorporation, these By-laws may be made, altered, amended orrepealed by the shareholders or the Board of Directors, but no by-laws adoptedby the shareholders may be altered, amended or repealed by the Board ofDirectors.

 

 

March 10, 2004