**Exhibit 3.2**SECOND AMENDED AND RESTATED BYLAWSOFENCORE WIRE CORPORATIONARTICLE I.OFFICESSection 1. The registered office of the corporation shall be in the City of Wilmington, County ofNew Castle, State of Delaware.Section 2. The corporation may also have offices at such other places, both within and without theState of Delaware, as the Board of Directors may from time to time determine or the business of thecorporation may require.ARTICLE II.MEETINGS OF STOCKHOLDERSSection 1. All meetings of the stockholders for the election of directors shall be held in the Cityof Dallas, State of Texas, at such place as may be fixed from time to time by the Board ofDirectors, or at such other place either within or without the State of Delaware as shall bedesignated from time to time by the Board of Directors and stated in the notice of the meeting.Meetings of stockholders for any other purpose may be held at such time and place, within orwithout the State of Delaware, as shall be stated in the notice of the meeting or in a dulyexecuted waiver of notice thereof.Section 2. Annual meetings of stockholders shall be held on the first Tuesday in April, if not alegal holiday, and if a legal holiday, then on the next secular day following, at nine o’clocka.m., or at such other date and time as shall be designated from time to time by the Board ofDirectors and stated in the notice of the meeting, at which they shall elect by a plurality vote aBoard of Directors, and transact such other business as may properly be brought before the meeting.Section 3. Written notice of the annual meeting stating the place, date and hour of the meetingshall be given to each stockholder entitled to vote at such meeting not less than ten nor more thanfifty days before the date of the meeting.Section 4. The officer who has charge of the stock ledger of the corporation shall prepare andmake, at least ten days before each annual meeting of stockholders, a complete list of thestockholders entitled to vote at the meeting, arranged in alphabetical order, and showing theaddress of each stockholder and the number of shares registered in the name of each stockholder.Such list shall be open to the examination of any stockholder, for any purpose germane to themeeting, during ordinary business hours, for a period of at least ten days prior to the meeting,either at a place within the city where the meeting is to be held, which place shall be specifiedin the notice of the meeting, or, if not so specified, at the place where the meeting is to beheld. The list shall also be produced and kept at the time and place of the meeting during thewhole time thereof, and may be inspected by any stockholder who is present.Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwiseprescribed by statute or by the certificate of incorporation, may be called by the president or thevice chairman and shall be called by the president, the vice chairman or secretary at the requestin writing of a majority of the Board of Directors, or at the request in writing of stockholdersowning a majority in amount of the entire capital stock of the corporation issued and outstandingand entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.Section 6. Written notice of a special meeting stating the place, date and hour of the meeting andthe purpose or purposes for which the meeting is called, shall be given not less than ten nor morethan sixty days before the date of the meeting, to each stockholder entitled to vote at suchmeeting.Section 7. Business transacted at any special meeting of stockholders shall be limited to thepurposes stated in the notice.
 

 
Section 8. The holders of a majority of the stock issued and outstanding and entitled to votethereat, present in person or represented by proxy, shall constitute a quorum at all meetings ofthe stockholders for the transaction of business except as otherwise provided by statute or by thecertificate of incorporation. If, however, such quorum shall not be present or represented at anymeeting of the stockholders, the stockholders entitled to vote thereat, present in person orrepresented by proxy, shall have power to adjourn the meeting from time to time, without noticeother than announcement at the meeting, until a quorum shall be present or represented. At suchadjourned meeting, at which a quorum shall be present or represented, any business may betransacted which might have been transacted at the meeting as originally notified. If theadjournment is for more than thirty days, or if after the adjournment a new record date is fixedfor the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder ofrecord entitled to vote at the meeting.Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of thestock having voting power present in person or represented by proxy shall decide any questionbrought before such meeting, unless the question is one upon which by express provision of thestatutes or of the certificate of incorporation, a different vote is required, in which case suchexpress provision shall govern and control the decision of such question.Section 10. Each stockholder shall at every meeting of the stockholders be entitled to one vote inperson or by proxy for each share of the capital stock having voting power held by a suchstockholder, but no proxy shall be voted after three years from its date, unless the proxy providesfor a longer period.Section 11. Whenever the vote of stockholders at a meeting thereof is required or permitted to betaken for or in connection with any corporate action, by any provision of the statutes, the meetingand vote of stockholders may be dispensed with if all of the stockholders who would have beenentitled to vote upon the action if such meeting were held shall consent in writing to suchcorporate action being taken; or if the certificate of incorporation authorizes the action to betaken with the written consent of the holders of less than all of the stock who would have beenentitled to vote upon the action if a meeting were held, then on the written consent of thestockholders having not less than such percentage of the number of votes as may be authorized inthe certificate of incorporation; provided that in no case shall the written consent be by theholders of stock having less than the minimum percentage of the vote required by statute for theproposed corporate action, and provided that prompt notice must be given to all stockholders of thetaking of corporate action without a meeting and by less than unanimous consent.ARTICLE III.DIRECTORSSection 1. The number of directors which shall constitute the full Board of Directors shall be notless than (5), and shall be fixed by the Board of Directors from time to time. The directors shallbe elected at the annual meeting of the stockholders, except as provided in Section 2 of thisArticle, and each director elected shall hold office until his successor is elected and qualified.Directors need not be stockholders.Section 2. Vacancies and newly created directorships resulting from any increase in the authorizednumber of directors may be filled by a majority of the directors then in office, though less than aquorum, or by a sole remaining director, and the directors so chosen shall hold office until thenext annual meeting of stockholders and until their successors are duly elected and shall qualify,unless sooner displaced. If there are no directors in office then an election of directors may beheld in the manner provided by statute. If, at the time of filling any vacancy or any newlycreated directorship, the directors then in office shall constitute less than a majority of thewhole board (as constituted immediately prior to any such increase), the Court of Chancery may,upon application of any stockholder or stockholders holding at least ten percent of the totalnumber of the shares at the time outstanding having the right to vote for such directors, summarilyorder an election to be held to fill any such vacancies or newly created directorships, or toreplace the directors chosen by the directors then in office.Section 3. The business of the corporation shall be managed by its Board of Directors which mayexercise all such powers of the corporation and do all such lawful acts and things as are not bystatute or by the certificate of incorporation or by these bylaws directed or required to beexercised or done by the stockholders.Section 4. The Board of Directors has created the honorary position of chairman emeritus and hasdesignated Vincent A. Rego the chairman emeritus of the corporation in recognition of hisextraordinary contributions to the corporation which he co-founded in 1989 and to the entireelectrical wire and cable industry since the 1950s. Mr. Rego’s appointment as chairman emeritusshall endure for the duration of his life during which he shall be invited and shall have the rightto attend and observe all meetings of the Board of Directors.
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MEETINGS OF THE BOARD OF DIRECTORSSection 5. The Board of Directors of the corporation may hold meetings, both regular and special,either within or without the State of Delaware.Section 6. The first meeting of each newly elected Board of Directors shall be held immediatelyfollowing and at the same place as the annual meeting of stockholders and no notice of such meetingshall be necessary to the newly elected directors in order legally to constitute the meeting,provided a quorum shall be present. In the event such meeting is not held at such time and place,the meeting may be held at such time and place as shall be specified in a notice given ashereinafter provided for special meetings of the Board of Directors, or as shall be specified in awritten waiver signed by all of the directors.Section 7. Regular meetings of the Board of Directors may be held without notice at such time andat such place as shall from time to time be determined by the board.Section 8. Special meetings of the Board of Directors may be called by the president or the vicechairman on twenty four hours notice to each director, either personally or by mail or by telegram;special meetings shall be called by the president, vice chairman or secretary in like manner and onlike notice on the written request of two directors.Section 9. At all meetings of the Board of Directors a majority of the directors shall constitute aquorum for the transaction of business and the act of a majority of the directors present at anymeeting at which there is a quorum, shall be the act of the Board of Directors, except as may beotherwise specifically provided by statute or by the certificate of incorporation. If a quorumshall not be present at any meeting of the Board of Directors, the directors present thereat mayadjourn the meeting from time to time, without notice other than announcement at the meeting, untila quorum shall be present.Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, anyaction required or permitted to be taken at any meeting of the Board of Directors or of anycommittee thereof may be taken without a meeting, if all members of the board or committee, as thecase may be, consent thereto in writing, and the writing or writings are filed with the minutes ofproceedings of the board or committee.Section 11. The members of the Board of Directors or any committee thereof may participate in ameeting of such board or committee utilizing conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can hear each other and suchparticipation shall constitute presence in person at such meeting.COMMITTEES OF DIRECTORSSection 12. The Board of Directors may, by resolution passed by a majority of the whole board,designate one or more committees, each committee to consist of two or more of the directors of thecorporation. The board may designate one or more directors as alternate members of any committee,who may replace any absent or disqualified member at any meeting of the committee. Any suchcommittee, to the extent provided in the resolution, shall have and may exercise the powers of theBoard of Directors in the management of the business and affairs of the corporation, and mayauthorize the seal of the corporation to be affixed to all papers which may require it; provided,however, that in the absence or disqualification of any member of such committee or committees themember or members thereof present at any meeting and not disqualified from voting, whether or nothe or they constitute a quorum, may unanimously appoint another member of the Board of Directors toact at the meeting in the place of any such absent or disqualified member. Such committee orcommittees shall have such name or names as may be determined from time to time by resolutionadopted by the Board of Directors.Section 13. Each committee shall keep regular minutes of its meetings and report the same to theBoard of Directors when required.COMPENSATION OF DIRECTORSSection 14. The directors may be paid their expenses, if any, of attendance at each meeting of theBoard of Directors and may be paid a fixed sum for attendance at each meeting of the Board ofDirectors or a stated salary as a director. No such payment shall preclude any director fromserving the corporation in any other capacity and receiving compensation therefor. Members ofspecial or standing committees may be allowed like compensation for attending committee meetings.
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ARTICLE IV.NOTICESSection 1. Whenever, under the provisions of the statutes or of the certificate of incorporation orof these bylaws, notice is required to be given to any director or stockholder, it shall not beconstrued to mean personal notice, but such notice may be given in writing, by mail, addressed tosuch director or stockholder, at his address as it appears on the records of the corporation, withpostage thereon prepaid, and such notice shall be deemed to be given at the time when the sameshall be deposited in the United States mail. Notice to directors may also be given by prepaidtelegram.Section 2. Whenever any notice is required to be given under the provisions of the statutes or ofthe certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by theperson or persons entitled to said notice, whether before or after the time stated therein, shallbe deemed equivalent thereto.ARTICLE V.OFFICERSSection 1. Elected Officers. The officers of the corporation shall be chosen by the Board ofDirectors and shall be a president, one or more vice presidents, a secretary and a treasurer. Theofficers of the corporation may also include a chairman of the board and a vice chairman, both ofwhom shall be chosen by the Board of Directors.Section 2. Election. The Board of Directors, at its first meeting after each annual meeting ofstockholders, shall choose a president from its members, and one or more vice presidents, asecretary and a treasurer, none of whom need be a member of the Board of Directors. The Board ofDirectors may also choose a chairman of the Board of Directors and a vice chairman, neither of whomneed to be a member of the Board of Directors. The Board of Directors, the chairman of the Boardof Directors, if one is appointed, or the president at any time may also appoint one or moreassistant secretaries and assistant treasurers.Section 3. Appointed Officers. The Board of Directors may appoint such other officers and agentsas it shall deem necessary, who shall hold their offices for such terms and shall exercise suchpowers and perform such duties as shall be determined from time to time by the Board of Directors.Section 4. Compensation. The salaries of the chairman of the Board of Directors, of the president,of the vice chairman, of any vice president and of the secretary and the treasurer of thecorporation shall be fixed by the Board of Directors.Section 5. Term of Office; Removal; Filling of Vacancies. Except as may be otherwise provided bythe Board of Directors or in these bylaws, each officer of the corporation shall hold office untilthe first meeting of directors after the next annual meeting of stockholders following his electionor appointment and until his successor is chosen and qualified. Any officer elected or appointedby the Board of Directors may be removed at any time by the affirmative vote of a majority of thewhole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancyshall be filled by the Board of Directors.THE CHAIRMAN OF THE BOARDSection 6. The chairman of the board, if one is elected, shall preside at meetings of the Board ofDirectors and the stockholders when present. He shall assist the Board of Directors in theformulation of policies of the corporation and shall see that all orders and resolutions of theBoard of Directors and all policies formulated by the Board of Directors are carried into effect.Where formulation of policies of the corporation does not require action by the Board of Directors,such policies shall be formulated by the chairman of the board in collaboration with the president.He shall also be available to other officers for consultation and advice. He shall have power andgeneral authority to execute bonds, deeds and contracts in the name of the corporation and to affixthe corporate seal thereto; to sign stock certificates; to cause the employment or appointment ofsuch employees and agents of the corporation as the proper conduct of business may require and tofix their compensation, subject to the provisions of these bylaws; to remove or suspend anyemployee or agent who shall have been employed or appointed under his authority or under theauthority of an officer subordinate to him; and to suspend for cause, pending final action by theauthority which shall have elected or appointed him, any officer subordinate to the chairman of theboard. He shall have such other powers and duties as may, from time to time, be prescribed by theBoard of Directors. In the event of the absence or disability of the chairman of the board, hisduties shall be performed and his powers may be exercised by the President unless otherwisedetermined by the Board of Directors.
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THE VICE CHAIRMANSection 7. The vice chairman, if one is elected, shall have the power to call special meetings ofthe stockholders and of the Board of Directors for any purpose or purposes, and, in the absence ofthe chairman of the board, the vice chairman shall preside at all meetings of the Board ofDirectors unless he shall be absent. The vice chairman shall advise and counsel the other officersof the corporation and shall exercise such powers and perform such duties as shall be assigned toor required of him from time to time by the Board of Directors or the chairman of the board.THE PRESIDENTSection 8. The president shall be the chief executive officer of the corporation and shall havegeneral and active management of the business of the corporation. The president shall, in theabsence of the chairman of the board or if one is not elected, preside (1) at all meetings of thestockholders and (2) in the absence of the vice chairman, if one is elected, at all meetings of theBoard of Directors, shall have management and supervision of the day-to-day operations of thecorporation and shall see that all orders and resolutions of the Board of Directors and allpolicies formulated by the Board of Directors, or by the chairman of the board in collaborationwith the president, are carried into effect. The president shall have power and general authorityto execute bonds, deeds and contracts in the name of the corporation and to affix the corporateseal thereto; to sign stock certificates; to cause the employment or appointment of such employeesand agents of the corporation as the proper conduct of operations may require and to fix theircompensation, subject to the provisions of these bylaws; to remove or suspend any employee or agentwho shall have been employed or appointed under his authority or under authority of an officersubordinate to him; to suspend for cause, pending final action by the authority which shall haveelected or appointed him, any officer subordinate to the president; and in general to exercise allthe powers usually appertaining to the office of president and chief operating officer of acorporation, except as otherwise provided by statute, the certificate of incorporation or thesebylaws. In the event of the absence or disability of the president, his duties shall be performedand his powers may be exercised by the vice presidents in the order of their seniority, unlessotherwise determined by the president, the chairman of the board (if one is elected), the ExecutiveCommittee or the Board of Directors.THE VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTSSection 9. In the absence of the president or in the event of his inability or refusal to act, thevice president (or in the event there be more than one vice president, the vice presidents in theorder designated, or in the absence of any designation, then in the order of their election) shallperform the duties of the president, and when so acting, shall have all the powers or and besubject to all the restrictions upon the president. The vice presidents shall perform such otherduties and have such other powers as the Board of Directors may from time to time prescribe.Section 10. The assistant vice president, or if there be more than one, the assistant vicepresidents in the order determined by the Board of Directors (or if there be no such determination,then in the order of their election), shall in the absence of any vice president or in the event ofthe inability or refusal to act of any vice president, perform the duties and exercise the powersof such vice president and shall perform such other duties and have such other powers as the Boardof Directors may from time to time prescribe.THE SECRETARY AND ASSISTANT SECRETARIESSection 11. The secretary shall attend all meetings of the Board of Directors and all meetings ofthe stockholders and record all the proceedings of the meetings of the corporation and of the Boardof Directors in a book to be kept for that purpose and shall perform like duties for the standingcommittees when required. He shall give, or cause to be given, notice of all meetings of thestockholders and special meetings of the Board of Directors, and shall perform such other duties asmay be prescribed by the Board of Directors or president, under whose supervision he shall be. Heshall have custody of the corporate seal of the corporation and he, or an assistant secretary,shall have authority to affix the same to any instrument requiring it and when so affixed, it maybe attested by his signature or by the signature of such assistant secretary. The Board ofDirectors may give general authority to any other officer to affix the seal of the corporation andto attest the affixing by his signature.Section 12. The assistant secretary, or if there be more than one, the assistant secretaries in theorder determined by the Board of Directors (or if there be no such determination, then in the orderof their election), shall, in the absence of the secretary or in the event of his inability orrefusal to act, perform the duties and exercise the powers of the secretary and shall perform suchother duties and have such other powers as the Board of Directors may from time to time prescribe.
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THE TREASURER AND ASSISTANT TREASURERSSection 13. The treasurer shall have custody of the corporate funds and securities of thecorporation and shall keep full and accurate accounts of receipts and disbursements in booksbelonging to the corporation and shall deposit all moneys and other valuable effects in the nameand to the credit of the corporation in such depositories as may be designated by the Board ofDirectors.Section 14. The treasurer shall disburse the funds of the corporation as may be ordered by theBoard of Directors, taking proper vouchers for such disbursements, and shall render to thepresident and the Board of Directors, at its regular meetings, or when the Board of Directors sorequires, an account of all his transactions as treasurer and of the financial condition of thecorporation.Section 15. If required by the Board of Directors, the treasurer shall give the corporation a bond(which shall be renewed every six years) in such sum and with such surety or sureties as shall besatisfactory to the Board of Directors for the faithful performance of the duties of his office andfor the restoration to the corporation, in case of his death, resignation, retirement or removalfrom office, of all books, papers, vouchers, money and other property of whatever kind in hispossession or under his control be longing to the corporation.Section 16. The assistant treasurer, or if there shall be more than one, the assistant treasurersin the order determined by the Board of Directors (or if there be no such determination, then inthe order of their election), shall, in the absence of the treasurer or in the event of hisinability or refusal to act, perform the duties and exercise the powers of the treasurer and shallperform such other duties and have such other powers as the Board of Directors may from time totime prescribe.ARTICLE VI.CERTIFICATES OF STOCKSection 1. The shares of the corporation’s stock shall be represented by certificates unless anduntil the Board of Directors shall by resolution provide that some or all of the stock shall beuncertificated shares. Any such resolution shall not apply to shares represented by a certificateuntil such certificate is surrendered to the corporation. Notwithstanding the adoption of suchresolution providing for uncertificated shares, every holder of stock represented by certificatesand, upon request, every holder of uncertificated shares, shall be entitled to a certificate signedby, or in the name of the corporation by, (1) the chairman or vice-chairman of the board ofdirectors, or the president or a vice-president and (2) by the treasurer or an assistant treasurer,or the secretary or an assistant secretary of the corporation, certifying the number of sharesowned by such stockholder in the corporation.Section 2. Where a certificate is countersigned (1) by a transfer agent other than the corporationor its employee, or (2) by a registrar other than the corporation or its employee, any othersignature on the certificate may be facsimile. In case any officer, transfer agent or registrarwho has signed or whose facsimile signature has been placed upon a certificate shall have ceased tobe such officer, transfer agent or registrar before such certificate is issued, it may be issued bythe corporation with the same effect as if he were such officer, transfer agent or registrar at thedate of issue.LOST CERTIFICATESSection 3. The Board of Directors may direct that a new certificate of stock or uncertificatedshares be issued in place of any certificate theretofore issued by the corporation alleged to havebeen lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claimingthe certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a newcertificate or uncertificated shares, the Board of Directors may, in its discretion and as acondition precedent to the issuance thereof, require the owner of such lost, stolen or destroyedcertificate or certificates, or the legal representative of the owner, to advertise the same insuch manner as it shall require and/or to give the corporation a bond in such sum as it may directas indemnity against any claim that may be made against the corporation with respect to thecertificate alleged to have been lost, stolen or destroyed or the issuance of such new certificateor uncertificated shares.TRANSFERS OF STOCKSection 4. Upon surrender to the corporation or the transfer agent of the corporation of acertificate for shares duly endorsed or accompanied by proper evidence of succession, assignment orauthority to transfer, it shall be the duty of the corporation to issue a new certificate oruncertificated shares to the person entitled thereto, cancel the old certificate and record thetransaction upon its books. Upon the receipt of proper transfer instructions from the
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registered owner of uncertificated shares or by such person’s attorney lawfully constituted inwriting, such uncertificated shares shall be cancelled, new equivalent uncertificated shares orcertificated shares shall be issued to the person entitled thereto and the transaction shall berecorded upon the books of the corporation.FIXING RECORD DATESection 5. In order that the corporation may determine the stockholders entitled to notice of andto vote at any meeting of stockholders or any adjournment thereof, or to express consent tocorporate action in writing without a meeting, or entitled to receive payment of any dividend orother distribution or allotment of any rights, or entitled to exercise any rights in respect of anychange, conversion or exchange of stock or for the purpose of any other lawful action, the Board ofDirectors may fix, in advance, a record date, which shall not be more than sixty nor less than tendays before the date of such meeting, nor more than sixty days prior to any other action. Adetermination of stockholders of record entitled to notice of and to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.REGISTERED STOCKHOLDERSSection 6. The corporation shall be entitled to recognize the exclusive right of a personregistered on its books as the owner of shares to receive dividends, and to vote as such owner, andto hold liable for calls and assessments a person registered on its books as the owner of shares,and shall not be bound to recognize any equitable or other claim to or interest in such share orshares on the part of any other person, whether or not it shall have express or other noticethereof, except as otherwise provided by the laws of Delaware.ARTICLE VII.GENERAL PROVISIONSINDEMNIFICATION OF OFFICERS AND DIRECTORSSection 1.(a) The corporation shall indemnify any person who was or is a party or is threatened to bemade a party to any threatened, pending or completed action, suit or proceeding, whethercivil, criminal, administrative or investigative (other than an action by or in the right ofthe corporation) by reason of the fact that he is or was a director, officer, employee oragent of the corporation, or is or was serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, joint venture,trust or other enterprise, against expenses (including attorneys’ fees), judgments, finesand amounts paid in settlement actually and reasonably incurred by him in connection withsuch action, suit or proceeding if he acted in good faith and in a manner he reasonablybelieved to be in or not opposed to the best interests of the corporation, and with respectto any criminal action or proceeding, had no reasonable cause to believe his conduct wasunlawful. The termination of any action, suit or proceeding by judgment, order, settlement,conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,create a presumption that the person did not act in good faith and in a manner which hereasonably believed to be in or not opposed to the best interests of the corporation, and,with respect to any criminal action or proceeding, had reasonable cause to believe that hisconduct was unlawful.(b) The corporation shall indemnify any person who was or is a party or is threatened to bemade a party to 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 that he is or was adirector, officer, employee or agent of the corporation, or is or was serving at the requestof the corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise against expenses (including attorneys’fees) actually and reasonably incurred by him in connection with the defense or settlementof such action or suit if he acted in good faith and in a manner he reasonably believed tobe in or not opposed to the best interests of the corporation and except that noindemnification shall be made in respect of any claim, issue or matter as to which suchperson shall have been adjudged to be liable for negligence or misconduct in the performanceof his duty to the corporation unless and only to the extent that the Court of Chancery orthe court in which such action or suit was brought shall determine upon application that,despite the adjudication of liability but in view of all the circumstances of the case, suchperson is fairly and reasonably entitled to indemnity for such expenses which the Court ofChancery or such other court shall deem proper.
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(c) To the extent that a director, officer, employee or agent of the corporation has beensuccessful on the merits or otherwise in defense of any action, suit or proceeding referredto in subsection (a) or (b), or in defense of any claim, issue or matter therein, he shallbe indemnified against expenses (including attorneys’ fees) actually and reasonably incurredby him in connection therewith.(d) Any indemnification under subsection (a) or (b) (unless ordered by a court) shall bemade by the corporation only as authorized in the specific case upon a determination thatindemnification of the director, officer, employee or agent is proper in the circumstancesbecause he has met the applicable standard of conduct set forth in subsections (a) and (b).Such determination shall be made (1) by the Board of Directors by a majority vote of aquorum consisting of directors who were not parties to such action, suit or proceeding, or(2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinteresteddirectors so directs, by independent legal counsel in a written opinion, or (3) by thestockholders.(e) Reasonable expenses, including court costs and attorneys’ fees, incurred by a person whowas or is a witness or who was or is named as a defendant or respondent in any threatened,pending or completed action, claim, suit or proceeding, whether civil, criminal,administrative or investigative, any appeal in such an action, suit or proceeding, and anyinquiry or investigation that could lead to such an action, suit or proceeding (a“Proceeding”), by reason of the fact that such individual is or was a director or officer ofthe corporation, or while a director or officer of the corporation is or was serving at therequest of the corporation as a director, officer, partner, venturer, proprietor, trustee,employee, agent or similar functionary of another corporation, partnership, trust, employeebenefit plan or other enterprise, shall be paid by the corporation at reasonable intervalsin advance of the final disposition of such Proceeding, and without the determination setforth in Section 1(d) of this Article VII, upon receipt by the corporation of a writtenaffirmation by such person of his good faith belief that he has met the standard of conductnecessary for indemnification under this Section 1, and a written undertaking by or onbehalf of such person to repay the amount paid or reimbursed by the corporation if it isultimately determined that he is not entitled to be indemnified by the corporation asauthorized in this Section 1. Such written undertaking shall be an unlimited obligation ofsuch person and it may be accepted without reference to financial ability to make repayment.Such expenses (including attorneys’ fees) incurred by other employees and agents may be sopaid upon such terms and conditions, if any, as the Board of Directors deems appropriate.(f) The indemnification provided by this section shall not be deemed exclusive of any otherrights to which those indemnified may be entitled under the certificate of incorporation orany agreement, vote of stockholders or disinterested directors or otherwise, both as toaction in his official capacity and as to action in another capacity while holding suchoffice, and shall continue as to a person who has ceased to be a director, officer, employeeor agent and shall inure to the benefit of the heirs, executors and administrators of such aperson.(g) The corporation shall have power to purchase and maintain insurance on behalf of anyperson who is or was a director, officer, employee or agent of the corporation, or is or wasserving at the request of the corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise against anyliability asserted against him and incurred by him in any such capacity, or arising out ofhis status as such, whether or not the corporation would have the power to indemnify himagainst such liability under the provisions of this section.(h) For purposes of this section, references to “the corporation” shall include, in additionto the resulting corporation, any constituent corporation (including any constituent of aconstituent) absorbed in a consolidation or merger which, if its separate existence hadcontinued, would have had power and authority to indemnify its directors, officers, andemployees or agents, so that any person who is or was a director, officer, employee or agentof such constituent corporation, or is or was serving at the request of such constituentcorporation as a director, officer, employee or agent of another corporation, partnership,joint venture, trust or other enterprise, shall stand in the same position under theprovisions of this section with respect to the resulting or surviving corporation as hewould have with respect to such constituent corporation if its separate existence hadcontinued.INTERESTED DIRECTORS AND OFFICERS; QUORUMSection 2. No contract or transaction between the corporation and one or more of its directors orofficers, or between the corporation and any other corporation, partnership, association or otherorganization in which one or more of its directors or officers are directors or officers or have afinancial interest, shall be void or voidable solely for this reason, or solely because thedirector or officer is present at or participates in the meeting of the Board of
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Directors or committee thereof which authorizes the contract or transaction, or solely because hisor their votes are counted for such purpose, if (i) the material facts as to his relationship orinterest and as to the contract or transaction are disclosed or are known to the board or thecommittee, and the board or committee in good faith authorizes the contract or transaction by theaffirmative votes of a majority of the disinterested directors, even though the disinteresteddirectors be less than a quorum; or (ii) the material facts as to his relationship or interest andas to the contract or transaction are disclosed or are known to the stockholders entitled to votethereon, and the contract or transaction is specifically approved in good faith by vote of thestockholders; or (iii) the contract or transaction is fair as to the corporation as of the time itis authorized, approved or ratified by the board, a committee thereof or the stockholders. Commonor interested directors may be counted in determining the presence of a quorum at a meeting of theboard or of a committee which authorizes the contract or transaction.DIVIDENDSSection 3. Dividends upon the capital stock of the corporation, subject to the provisions of thecertificate of incorporation, if any, may be declared by the Board of Directors at any regular orspecial meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of thecapital stock, subject to the provisions of the certificate of incorporation.Section 4. Before payment of any dividend, there may be set aside out of any funds of thecorporation available for dividends such sum or sums as the directors from time to time, in theirabsolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the corporation, or for such otherpurpose as the directors shall think conducive to the interest of the corporation, and thedirectors may modify or abolish any such reserve in the manner in which it was created.CHECKSSection 5. All checks or demands for money and notes of the corporation shall be signed by suchofficer or officers or such other person or persons as the Board of Directors may from time to timedesignate.FISCAL YEARSection 6. The fiscal year of the corporation shall be fixed by resolution of the Board ofDirectors.SEALSection 7. The corporate seal shall have inscribed thereon the name of the corporation and shall bein such form as may be approved from time to time by the Board of Directors. The seal may be usedby causing it or a facsimile thereof to be impressed, affixed, imprinted or in any mannerreproduced.ARTICLE VIII.AMENDMENTSThese bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholdersor by the Board of Directors at any regular meeting of the stockholders or of the Board ofDirectors or at any special meeting of the stockholders or of the Board of Directors if notice ofsuch alteration, amendment, repeal or adoption of new bylaws be contained in the notice of suchspecial meeting.AMENDED AND RESTATED on the 13th day of December, 2007.
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