Exhibit 3.2**AMENDED AND****RESTATED BYLAWS****OF****THERMADYNE HOLDINGS CORPORATION****A Delaware Corporation**
 

 
**TABLE OF CONTENTS**               **Page**          **ARTICLE I: OFFICES**  **1**   **1.1** **Registered Office and Agent**  **1**   **1.2** **Other Offices**  **1** **ARTICLE II: MEETINGS OF STOCKHOLDERS**  **1**   **2.1** **Annual Meeting**  **1**   **2.2** **Business to be Conducted at Annual Meeting**  **1**   **2.3** **Special Meetings**  **2**   **2.4** **Place of Meetings**  **3**   **2.5** **Notice of Meetings**  **3**   **2.6** **Nomination of Directors**  **4**   **2.7** **Voting List**  **5**   **2.8** **Quorum**  **5**   **2.9** **Required Vote: Withdrawal of Quorum**  **6**   **2.10** **Method of Voting: Proxies**  **6**   **2.11** **Record Date**  **6**   **2.12** **Conduct of Meeting**  **7**   **2.13** **Inspectors**  **7** **ARTICLE III: DIRECTORS**  **7**   **3.1** **Management**  **7**   **3.2** **Number; Qualification; Election; Term**  **7**   **3.3** **Change in Number**  **7**   **3.4** **Removal; Vacancies**  **7**   **3.5** **Meetings of Directors**  **8**   **3.6** **First Meeting**  **8**   **3.7** **Election of Officers**  **8**   **3.8** **Regular Meetings**  **8**   **3.9** **Special Meetings**  **8**   **3.10** **Notice**  **8**   **3.11** **Quorum; Majority Vote**  **8** 
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               **Page**            **3.12** **Procedure**  **9**   **3.13** **Presumption of Assent**  **9**   **3.14** **Compensation**  **9** **ARTICLE IV: COMMITTEES**  **9**   **4.1** **Designation**  **9**   **4.2** **Number; Qualification; Term**  **9**   **4.3** **Authority**  **9**   **4.4** **Committee Changes**  **10**   **4.5** **Alternate Members of Committees**  **10**   **4.6** **Regular Meetings**  **10**   **4.7** **Special Meetings**  **10**   **4.8** **Quorum; Majority Vote**  **10**   **4.9** **Minutes**  **10**   **4.10** **Compensation**  **10**   **4.11** **Responsibility**  **10** **ARTICLE V: NOTICE**  **11**   **5.1** **Method**  **11**   **5.2** **Waiver**  **11** **ARTICLE VI: OFFICERS**  **11**   **6.1** **Number; Titles; Term of Office**  **11**   **6.2** **Removal**  **11**   **6.3** **Vacancies**  **12**   **6.4** **Authority**  **12**   **6.5** **Compensation**  **12**   **6.6** **Chairman of the Board**  **12**   **6.7** **Chief Executive Officer**  **12**   **6.8** **Vice Presidents**  **12**   **6.9** **Treasurer**  **12**   **6.10** **Assistant Treasurers**  **13**   **6.11** **Secretary**  **13**   **6.12** **Assistant Secretaries**  **13** **ARTICLE VII: CERTIFICATES AND STOCKHOLDERS**  **13**   **7.1** **Certificates for Shares**  **13** 
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               **Page**            **7.2** **Replacement of Lost or Destroyed Certificates**  **13**   **7.3** **Transfer of Shares**  **14**   **7.4** **Registered Stockholders**  **14**   **7.5** **Regulations**  **14**   **7.6** **Legends**  **14** **ARTICLE VIII: MISCELLANEOUS PROVISIONS**  **14**   **8.1** **Dividends**  **14**   **8.2** **Reserves**  **14**   **8.3** **Books and Records**  **15**   **8.4** **Fiscal Year**  **15**   **8.5** **Seal**  **15**   **8.6** **Resignations**  **15**   **8.7** **Securities of Other Corporations**  **15**   **8.8** **Telephone Meetings**  **15**   **8.9** **Action Without a Meeting.**  **15**   **8.10** **Invalid Provisions**  **16**   **8.11** **Mortgages, etc**  **16**   **8.12** **Headings**  **16**   **8.13** **References**  **16**   **8.14** **Amendments**  **16** 
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**AMENDED AND RESTATED****BYLAWS****OF****THERMADYNE HOLDINGS CORPORATION****A DELAWARE CORPORATION****PREAMBLE**          These Amended and Restated Bylaws (the “Bylaws”) are subject to, and governed by, theGeneral Corporation Law of the State of Delaware (“DGCL”) and the Amended and RestatedCertificate of Incorporation (“Certificate of Incorporation”) of Thermadyne Holdings Corporation, aDelaware corporation (the “Corporation”). In the event of a direct conflict between theprovisions of these Bylaws and the mandatory provisions of the DGCL or the provisions of theCertificate of Incorporation of the Corporation, such provisions of the DGCL or the Certificate ofIncorporation of the Corporation, as the case may be, will be controlling.**ARTICLE I: OFFICES**     1.1 Registered Office and Agent. The registered office and registered agent of theCorporation shall be as designated from time to time by the appropriate filing by the Corporationin the office of the Secretary of State of the State of Delaware.     1.2 Other Offices. The Corporation may also have offices at such other places, bothwithin and without the State of Delaware, as the Board of Directors may from time to time determineor as the business of the Corporation may require.**ARTICLE II: MEETINGS OF STOCKHOLDERS**     2.1 Annual Meeting. An annual meeting of stockholders shall be held on such day andat such time as may be designated by the Board of Directors for the purpose of electing Directorsand for the transaction of such other business as properly may come before such meeting. Anypreviously scheduled annual meeting of the stockholders may be postponed by resolution of the Boardof Directors upon public notice given on or prior to the date previously scheduled for such annualmeeting of stockholders.     2.2 Business to be Conducted at Annual Meeting.     (a) At an annual meeting of stockholders, only such business shall be conducted asshall have been brought before the meeting (i) pursuant to the Corporation’s notice of themeeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholderof the Corporation who is a stockholder of record at the time of giving of the noticeprovided for in this Bylaw, who shall be entitled to vote at such meeting and who shall havecomplied with the notice procedures set forth in this Bylaw.
 

 
     (b) For business to be properly brought before an annual meeting by a stockholderpursuant to Section (a) (iii) of this Bylaw, notice in writing must be delivered or mailedto the Secretary and received at the General Offices of the Corporation, not less than 90days nor more than 120 days prior to the first anniversary of the preceding year’s annualmeeting; provided, however, that in the event that the date of the meeting is advanced bymore than 30 days or delayed by more than 60 days from such anniversary date, notice by thestockholder must be received not earlier than the 120th day prior to such annual meeting andnot later than the close of business on the later of the 90th day prior to such annualmeeting or the 10th day following the day on which public announcement of the date of theannual meeting is first made. Such stockholder’s notice shall set forth as to each matterthe stockholder proposes to bring before the annual meeting (i) a brief description of thebusiness to be brought before the annual meeting and the reasons for conducting suchbusiness at such meeting; (ii) the name and address, as they appear on the Corporation’sbooks, of the stockholder proposing such business, and the name and address of thebeneficial owner, if any, on whose behalf the proposal is made; (iii) the class and numberof shares of the Corporation’s stock which are beneficially owned by the stockholder, and bythe beneficial owner, if any, on whose behalf the proposal is made; and (iv) any materialinterest of the stockholder, and of the beneficial owner, if any, on whose behalf theproposal is made, in such business. For purposes of these Bylaws, “public announcement”shall mean disclosure in a press release reported by the Dow Jones News Service, AssociatedPress or comparable news service or in a document publicly filed by the Corporation with theSecurities and Exchange Commission pursuant to Section 13, 14 or 15(b) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”).     (c) Notwithstanding anything in these Bylaws to the contrary, no business shall beconducted at an annual meeting except in accordance with the procedures set forth in thisBylaw. The Chairman of the meeting may, if the facts warrant, determine that the businesswas not properly brought before the meeting in accordance with the provisions of this Bylaw;and if the Chairman should so determine, the Chairman shall so declare to the meeting, andany such business not properly brought before the meeting shall not be transacted.Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply withall applicable requirements of the Exchange Act and the rules and regulations thereunderwith respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemedto affect any rights of stockholders to request inclusion of proposals in the Corporation’sproxy statement pursuant to Rule 14a-8 under the Exchange Act. The provisions of thisSection 2.2 shall also govern what constitutes timely notice for purposes of Rule l4a-4(c)of the Exchange Act.     2.3 Special Meetings. Special meetings of stockholders, unless otherwise provided bythe law of Delaware, may be called pursuant to resolution of the Board of Directors. The Board ofDirectors shall have the sole right to determine the proper purpose or purposes of such meeting.Business transacted at a special meeting of stockholders shall be confined to the purpose orpurposes of the meeting as stated in the notice of such meeting. Any previously scheduled specialmeeting of the stockholders may be postponed by resolution of the Board of Directors upon notice bypublic announcement given on or prior to the date previously scheduled for such special meeting ofstockholders.
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     2.4 Place of Meetings. All meetings of stockholders shall be held at the GeneralOffices of the Corporation in the County of St. Louis, State of Missouri, unless otherwisedetermined by resolution of the Board of Directors; provided that the Board may, in its solediscretion, determine that the meeting shall not be held a place, but may instead be held solely bymeans of remote communication as authorized by Section 211(a) (2) of the DGCL.     2.5 Notice of Meetings.     (a) Except as otherwise required by the law of Delaware notice of each meeting of thestockholders, whether annual or special, shall be given, by or at the direction of theSecretary or Chief Executive Officer, except that (i) it shall not be necessary to givenotice to any stockholder who properly waives notice before or after the meeting, whether inwriting or by electronic transmission or otherwise, and (ii) no notice of an adjournedmeeting need be given except when required under these Bylaws or by law. Such notice shallstate the place, date and hour of the meeting, and in the case of a special meeting, shallalso state the purpose or purposes thereof. Each notice of a meeting shall be given,personally or by mail or, as provided by means of electronic transmission, not less than 10nor more than 60 days before the meeting and shall state the time and place of the meeting,or if held by remote communications, the means of remote communications by whichstockholders and proxyholders may be deemed to be present in person and vote at suchmeeting, and unless it is the annual meeting, shall state at whose direction or request themeeting is called and the purposes for which it is called. The attendance of any stockholderat a meeting, without protesting at the beginning of the meeting that the meeting is notlawfully called or convened, shall constitute a waiver of notice by him or her. Anypreviously scheduled meeting of stockholders may be postponed, and (unless the Certificateof Incorporation otherwise provides) any special meeting of stockholders may be canceled, byresolution of the Board upon public announcement (as defined in Section 2.2 of these Bylaws)given on or prior to the date previously scheduled for such meeting of stockholders.     (b) Without limiting the manner by which notice otherwise may be given effectively tostockholders, any notice to a stockholder given by the Corporation may be given by a form ofelectronic transmission consented to by the stockholder to whom the notice is given. Anysuch consent shall be revocable by the stockholder by written notice to the Corporation. Anysuch consent shall be deemed revoked (i) if the Corporation is unable to deliver byelectronic transmission two consecutive notices given by the Corporation in accordance withsuch consent and (ii) such inability becomes known to the Secretary or an AssistantSecretary of the Corporation or to the transfer agent or other person responsible for thegiving of notice; provided, however, the inadvertent failure to treat such inability as arevocation shall not invalidate any meeting or other action. For purposes of these Bylaws,“electronic transmission” means any form of communication, not directly involving thephysical transmission of paper, that creates a record that may be retained, retrieved andreviewed by a recipient thereof, and that may be directly reproduced in paper form by such arecipient through an automated process.     (c) An affidavit of the Secretary or an Assistant Secretary or of the transfer agent orother agent of the Corporation that the notice has been given, whether by a form
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of electronic transmission or otherwise, shall, in the absence of fraud, be prima facieevidence of the facts stated therein.     2.6 Nomination of Directors.     (a) Only persons who are nominated in accordance with the procedures set forth in theseBylaws shall be eligible for election as Directors. Nominations of persons for election tothe Board of Directors may be made at a meeting of stockholders (i) by or at the directionof the Board of Directors or (ii) by any stockholder of the Corporation who is a stockholderof record at the time of giving of the notice provided for in this Bylaw, who shall beentitled to vote for the election of Directors at the meeting and who complies with thenotice procedures set forth in this Bylaw.     (b) Nominations by stockholders shall be made pursuant to notice in writing, deliveredor mailed to the Secretary and received at the General Offices of the Corporation (i) in thecase of an annual meeting, not less than 90 days nor more than 120 days prior to the firstanniversary of the preceding year’s annual meeting, provided, however, that in the eventthat the date of the meeting is advanced by more than 30 days or delayed by more than 60days from such anniversary date, notice by the stockholder must be received not earlier thanthe 120th day prior to such annual meeting and not later than the close of business on thelater of the 90th day prior to such annual meeting or the 10th day following the day onwhich public announcement of the date of the meeting is first made; or (ii) in the case of aspecial meeting at which Directors are to be elected, not earlier than the 120th day priorto such special meeting and not later than the close of business on the later of the 90thday prior to such special meeting or the 10th day following the day on which publicannouncement of the date of the meeting and of the nominees proposed by the Board ofDirectors to be elected at such meeting is first made. In the case of a special meeting ofstockholders at which Directors are to be elected, stockholders may nominate a person orpersons (as the case may be) for election only to such position(s) as are specified in theCorporation’s notice of meeting as being up for election at such meeting. Such stockholder’snotice shall set forth (i) as to each person whom the stockholder proposes to nominate forelection or reelection as a Director, all information relating to such person that would berequired to be disclosed in solicitations of proxies for election of Directors, or isotherwise required, in each case pursuant to Regulation l4A under the Exchange Act(including such person’s written consent to being named as a nominee and to serving as aDirector if elected); (ii) as to the stockholder giving the notice, the name and address, asthey appear on the Corporation’s books, of such stockholder and the class and number ofshares of the Corporation’s stock which are beneficially owned by such stockholder; and(iii) as to any beneficial owner on whose behalf the nomination is made, the name andaddress of such person and the class and number of shares of the Corporation’s stock whichare beneficially owned by such person. At the request of the Board of Directors, any personnominated by the Board of Directors for election as a Director shall furnish to theSecretary that information required to be set forth in a stockholder’s notice of nominationwhich pertains to the nominee. Notwithstanding anything in this Bylaw to the contrary, inthe event that the number of Directors to be elected to the Board of Directors of theCorporation is increased and there is no public statement naming all the nominees forDirector or specifying the size of the
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increased Board of Directors made by the Corporation at least 100 days prior to thefirst anniversary of the preceding year’s annual meeting, a stockholder’s notice required bythis Bylaw shall also be considered timely, but only with respect to nominees for any newpositions created by such increase, if it shall be delivered to the Secretary at theprincipal offices 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 the Corporation.     (c) No person shall be eligible for election as a Director of the Corporation unlessnominated in accordance with the procedures set forth in these Bylaws. The Chairman of themeeting may, if the facts warrant, determine that a nomination was not made in accordancewith the procedures prescribed in this Bylaw; and if the Chairman should so determine, theChairman shall so declare to the meeting, and the defective nomination shall be disregarded.Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply withall applicable requirements of the Exchange Act and the rules and regulations thereunderwith respect to the matters set forth in this Bylaw.     2.7 Voting List. At least ten days before each meeting of stockholders, the Secretaryor other officer of the Corporation who has charge of the Corporation’s stock ledger, eitherdirectly or through another officer appointed by him or through a transfer agent appointed by theBoard of Directors, shall prepare a complete list of stockholders entitled to vote thereat,arranged in alphabetical order and showing the address of each stockholder and number of sharesregistered in the name of each stockholder. For a period of ten days prior to such meeting, suchlist shall be (i) made available on a reasonably accessible electronic network, access to whichshall be specified in the notice of meeting or a duly executed waiver of notice of such meeting or(ii) kept on file at a place within the city where the meeting is to be held, which place shall bespecified in the notice of meeting or a duly executed waiver of notice of such meeting or, if notso specified, at the principal place of business of the Corporation and shall be open toexamination by any stockholder during ordinary business hours. Such list shall be produced at suchmeeting and kept at the meeting at all times during such meeting and may be inspected by anystockholder who is present.     2.8 Quorum. The holders of a majority of the outstanding shares of capital stockentitled to vote on a matter, present in person or by proxy, shall constitute a quorum at anymeeting of stockholders, except as otherwise provided by law, the Certificate of Incorporation ofthe Corporation, or these Bylaws. If a quorum shall not be present, in person or by proxy, at anymeeting of stockholders, the stockholders entitled to vote thereat who are present, in person or byproxy (or, if no stockholder entitled to vote is present, any officer of the Corporation), mayadjourn the meeting from time to time without notice other than announcement at the meeting (unlessthe Board of Directors, after such adjournment, fixes a new record date for the adjourned meeting),until a quorum shall be present, in person or by proxy. At any adjourned meeting at which a quorumshall be present, in person or by proxy, any business may be transacted which may have beentransacted at the original meeting had a quorum been present; provided that, if the adjournment isfor more than 30 days or if after the adjournment a new record date is fixed for the adjournedmeeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled tovote at the adjourned meeting.
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     2.9 Required Vote: Withdrawal of Quorum. When a quorum is present at any meeting, thevote of the holders of at least a majority of the outstanding shares of capital stock entitled tovote thereat who are present, in person or by proxy, shall decide any question brought before suchmeeting, unless the question is one on which, by express provision of law, the Certificate ofIncorporation of the Corporation, or these Bylaws, a different vote is required, in which case suchexpress provision shall govern and control the decision of such question. The stockholders presentat a duly constituted meeting may continue to transact business until adjournment, notwithstandingthe withdrawal of enough stockholders to leave less than a quorum.     2.10 Method of Voting: Proxies. Except as otherwise provided in the Certificate ofIncorporation of the Corporation or by law, each outstanding share of capital stock, regardless ofclass, shall be entitled to one vote on each matter submitted to a vote at a meeting ofstockholders. Elections of directors need not be by written ballot. At any meeting ofstockholders, every stockholder having the right to vote may vote either in person or by a proxyexecuted in writing by the stockholder or by his duly authorized attorney-in-fact. Each such proxyshall be filed with the Secretary of the Corporation before or at the time of the meeting. Noproxy shall be valid after three years from the date of its execution, unless otherwise provided inthe proxy. If no date is stated in a proxy, such proxy shall be presumed to have been executed onthe date of the meeting at which it is to be voted. Each proxy shall be revocable unless expresslyprovided therein to be irrevocable and coupled with an interest sufficient in law to support anirrevocable power or unless otherwise made irrevocable by law.     2.11 Record Date. For the purpose of determining stockholders entitled (i) to noticeof or to vote at any meeting of stockholders or any adjournment thereof, (ii) to receive payment ofany dividend or other distribution or allotment of any rights, or (iii) to exercise any rights inrespect of any change, conversion, or exchange of stock or for the purpose of any other lawfulaction, the Board of Directors may fix a record date, which record date shall not precede the dateupon which the resolution fixing the record date is adopted by the Board of Directors, for any suchdetermination of stockholders, such date in any case to be not more than 60 days and not less thanten days prior to such meeting nor more than 60 days prior to any other action. If no record dateis fixed:     (a) The record date for determining stockholders entitled to notice of or to vote at ameeting of stockholders shall be at the close of business on the day next preceding the dayon which notice is given or, if notice is waived, at the close of business on the day nextpreceding the day on which the meeting is held.     (b) The record date for determining stockholders for any other purpose shall be at theclose of business on the day on which the Board of Directors adopts the resolution relatingthereto.     (c) A determination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting; provided, however,that the Board of Directors may fix a new record date for the adjourned meeting.
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     2.12 Conduct of Meeting. The Chairman of the Board, if such office has been filled,and, if not or if the Chairman of the Board is absent or otherwise unable to act, the ChiefExecutive Officer shall preside at all meetings of stockholders. The Secretary shall keep therecords of each meeting of stockholders. In the absence or inability to act of any such officer,such officer’s duties shall be performed by the officer given the authority to act for such absentor non-acting officer under these Bylaws or by some person appointed by the meeting.     2.13 Inspectors. The Board of Directors may, in advance of any meeting ofstockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. Ifany of the inspectors so appointed shall fail to appear or act, the Chairman of the meeting shall,or if inspectors shall not have been appointed, the Chairman of the meeting may, appoint one ormore inspectors. Each inspector, before entering upon the discharge of his duties, shall take andsign an oath faithfully to execute the duties of inspector at such meeting with strict impartialityand according to the best of his ability. The inspectors shall determine the number of shares ofcapital stock of the Corporation outstanding and the voting power of each, the number of sharesrepresented at the meeting, the existence of a quorum, and the validity and effect of proxies andshall receive votes, ballots, or consents, hear and determine all challenges and questions arisingin connection with the right to vote, count and tabulate all votes, ballots, or consents, determinethe results, and do such acts as are proper to conduct the election or vote with fairness to allstockholders. On request of the Chairman of the meeting, the inspectors shall make a report inwriting of any challenge, request, or matter determined by them and shall execute a certificate ofany fact found by them. No director or candidate for the office of director shall act as aninspector of an election of directors. Inspectors need not be stockholders.**ARTICLE III: DIRECTORS**     3.1 Management. The business and property of the Corporation shall be managed by theBoard of Directors. Subject to the restrictions imposed by law, the Certificate of Incorporationof the Corporation, or these Bylaws, the Board of Directors may exercise all the powers of theCorporation.     3.2 Number; Qualification; Election; Term. The number of directors which shallconstitute the entire Board of Directors shall be not less than one. The directors of theCorporation shall be referred to herein as “Directors.” The term of office of the initialDirectors shall expire at the 2004 annual meeting of stockholders which shall be held 12 monthsafter the date hereof with each director to hold office until his successor shall have been dulyelected and qualified. At each annual meeting of stockholders, Directors elected to succeed thoseDirectors whose terms then expire shall be elected for a term of office to expire at the succeedingannual meeting of stockholders after their election, with each Director to hold office until hissuccessor shall have been duly elected and qualified.     3.3 Change in Number. No decrease in the number of Directors constituting the entireBoard of Directors shall have the effect of shortening the term of any incumbent Director.     3.4 Removal; Vacancies. Any or all Directors may be removed, but only for cause, atany annual or special meeting of stockholders, upon the affirmative vote of the holders of amajority of the outstanding shares of each class of capital stock then entitled to vote in personor
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by proxy at an election of such Directors, provided that notice of the intention to act uponsuch matter shall have been given in the notice calling such meeting. Newly created directorshipsresulting from any increase in the authorized number of Directors and any vacancies occurring inthe Board of Directors caused by death, resignation, retirement, disqualification, removal or othertermination from office of any Directors may be filled by the vote of a majority of the Directorsthen in office, though less than a quorum, or by the affirmative vote, at any annual meeting or anyspecial meeting of the stockholders called for the purpose of filling such directorship, of theholders of a majority of the outstanding shares of each class of capital stock then entitled tovote in person or by proxy at an election of such Directors. Each successor Director so chosenshall hold office until his respective successor shall have been duly elected and qualified.     3.5 Meetings of Directors. The Directors may hold their meetings and may have anoffice and keep the records of the Corporation, except as otherwise provided by law, in such placeor places as the Board of Directors may from time to time determine or as shall be specified in thenotice of such meeting or duly executed waiver of notice of such meeting.     3.6 First Meeting. Each newly elected Board of Directors may hold its first meetingfor the purpose of organization and the transaction of business, if a quorum is present,immediately after and at the same place as the annual meeting of stockholders, and no notice ofsuch meeting shall be necessary.     3.7 Election of Officers. At the first meeting of the Board of Directors after eachannual meeting of stockholders at which a quorum shall be present, the Board of Directors shallelect the officers of the Corporation.     3.8 Regular Meetings. Regular meetings of the Board of Directors shall be held atsuch times and places as shall be designated from time to time by resolution of the Board ofDirectors. Notice of such regular meetings shall not be required.     3.9 Special Meetings. Special meetings of the Board of Directors shall be heldwhenever called by the Chairman of the Board, the Chief Executive Officer, or any Director.     3.10 Notice. The Secretary shall give notice of each special meeting to each Directorat least 24 hours before the meeting. Notice of any such meeting need not be given to any Directorwho, either before or after the meeting, submits a signed waiver of notice or who shall attend suchmeeting without protesting, prior to or at its commencement, the lack of notice to him. Thepurpose of any special meeting shall be specified in the notice or waiver of notice of suchmeeting.     3.11 Quorum; Majority Vote. At all meetings of the Board of Directors, a majority ofthe Directors fixed in the manner provided in these Bylaws shall constitute a quorum for thetransaction of business. If at any meeting of the Board of Directors there is less than a quorumpresent, a majority of those present or any Director solely present may adjourn the meeting fromtime to time without further notice. Unless the act of a greater number is required by law, theCertificate of Incorporation of the Corporation, or these Bylaws, the act of a majority of theDirectors present at a meeting at which a quorum is in attendance shall be the act of the Board of
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Directors. At any time that the Certificate of Incorporation of the Corporation provides thatDirectors elected by the holders of a class or series of stock shall have more or less than onevote per Director on any matter, every reference in these Bylaws to a majority or other proportionof Directors shall refer to a majority or other proportion of the votes of such Directors.     3.12 Procedure. At meetings of the Board of Directors, business shall be transactedin such order as from time to time the Board of Directors may determine. The Chairman of theBoard, if such office has been filled, and, if not or if the Chairman of the Board is absent orotherwise unable to act, the Chief Executive Officer shall preside at all meetings of the Board ofDirectors. In the absence or inability to act of either such officer, a Chairman shall be chosenby the Board of Directors from among the Directors present. The Secretary of the Corporation shallact as the secretary of each meeting of the Board of Directors unless the Board of Directorsappoints another person to act as secretary of the meeting. The Board of Directors shall keepregular minutes of its proceedings which shall be placed in the minute book of the Corporation.     3.13 Presumption of Assent. A Director of the Corporation who is present at themeeting of the Board of Directors at which action on any corporate matter is taken shall bepresumed to have assented to the action unless his dissent shall be entered in the minutes of themeeting or unless he shall file his written dissent to such action with the person acting assecretary of the meeting before the adjournment thereof or shall forward any dissent by certifiedor registered mail to the Secretary of the Corporation immediately after the adjournment of themeeting. Such right to dissent shall not apply to a Director who voted in favor of such action.     3.14 Compensation. The Board of Directors shall have the authority to fix thecompensation, including fees and reimbursement of expenses, paid to Directors for service asDirectors, service as members of committees of the Board of Directors and for attendance at regularor special meetings of the Board of Directors or any committee thereof; provided, that nothingcontained herein shall be construed to preclude any Director from serving the Corporation in anyother capacity or receiving compensation therefor.**ARTICLE IV: COMMITTEES**     4.1 Designation. The Board of Directors may, by resolution adopted by a majority ofthe entire Board of Directors, designate one or more committees.     4.2 Number; Qualification; Term. Each committee shall consist of one or moreDirectors appointed by resolution adopted by a majority of the entire Board of Directors. Thenumber of committee members may be increased or decreased from time to time by resolution adoptedby a majority of the entire Board of Directors. Each committee member shall serve as such untilthe earliest of (i) the expiration of his term as Director, (ii) his resignation as a committeemember or as a Director, or (iii) his removal as a committee member or as a Director.     4.3 Authority. Each committee, to the extent expressly provided in the resolutionestablishing such committee, shall have and may exercise all of the authority of the Board ofDirectors in the management of the business and property of the Corporation except to the extentexpressly restricted by such resolution or by law, the Certificate of Incorporation of theCorporation, or these Bylaws.
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     4.4 Committee Changes. The Board of Directors shall have the power at any time tofill vacancies in, to change the membership of, and to discharge any committee.     4.5 Alternate Members of Committees. The Board of Directors may designate one or moreDirectors as alternate members of any committee. Any such alternate member may replace any absentor disqualified member at any meeting of the committee. If no alternate committee members havebeen so appointed to a committee or each such alternate committee member is absent or disqualified,the member or members of such committee present at any meeting and not disqualified from voting,whether or not he or they constitute a quorum, may unanimously appoint another member of the Boardof Directors to act at the meeting in the place of any such absent or disqualified member.     4.6 Regular Meetings. Regular meetings of any committee may be held without notice atsuch time and place as may be designated from time to time by the committee and communicated to allmembers thereof.     4.7 Special Meetings. Special meetings of any committee may be held whenever calledby any committee member. The committee member calling any special meeting shall cause notice ofsuch special meeting, including therein the time and place of such special meeting, to be given toeach committee member at least 24 hours before such special meeting. Neither the business to betransacted at, nor the purpose of, any special meeting of any committee need be specified in thenotice or waiver of notice of any special meeting.     4.8 Quorum; Majority Vote. At meetings of any committee, a majority of the number ofmembers designated by the Board of Directors shall constitute a quorum for the transaction ofbusiness. If a quorum is not present at a meeting of any committee, a majority of the memberspresent may adjourn the meeting from time to time, without notice other than an announcement at themeeting, until a quorum is present. The act of a majority of the members present at any meeting atwhich a quorum is in attendance shall be the act of a committee, unless the act of a greater numberis required by law, the Certificate of Incorporation of the Corporation, or these Bylaws.     4.9 Minutes. Each committee shall cause minutes of its proceedings to be prepared andshall report the same to the Board of Directors upon the request of the Board of Directors. Theminutes of the proceedings of each committee shall be delivered to the Secretary of the Corporationfor placement in the minute books of the Corporation.     4.10 Compensation. Committee members may, by resolution of the Board of Directors, beallowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or astated salary.     4.11 Responsibility. The designation of any committee and the delegation of authorityto it shall not operate to relieve the Board of Directors or any Director of any responsibilityimposed upon it or such Director by law.
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**ARTICLE V: NOTICE**     5.1 Method. Whenever by statute, the Certificate of Incorporation of the Corporation,or these Bylaws, notice is required to be given to any committee member, director, or stockholderand no provision is made as to how such notice shall be given, personal notice shall not berequired and any such notice may be given (a) in writing, by mail, postage prepaid, addressed tosuch committee member, director, or stockholder at his address as it appears on the books or (inthe case of a stockholder) the stock transfer records of the Corporation, or (b) by any othermethod permitted by law (including but not limited to overnight courier service, telegram, orfacsimile or other form of electronic transmission, provided such other form of electronictransmission creates a record that may be retained, retrieved, and reviewed by the recipientthereof, may be directly reproduced in paper form by such recipient, and such recipient hasconsented to the delivery of notice by such method). Notice shall be deemed given, if mailed, whendeposited in the United States Mail with postage prepaid, delivered to the overnight courierservice or telegram service, or transmitted by facsimile or other form of electronic transmission,as applicable, and in each case with any and all charges prepaid and addressed as aforesaid. If toa stockholder electronically, notice shall be deemed given (i) if by facsimile, when directed to anumber at which the stockholder has consented to receive notice; (ii) if by electronic mail, whendirected to an electronic mail address at which the stockholder has consented to receive notice;(iii) if by posting on an electronic network together with separate notice to the stockholder ofsuch specific posting, upon the later of (A) such posting and (B) the giving of such separatenotice; and (iv) by any other form of electronic transmission, when directed to the stockholder.     5.2 Waiver. Whenever any notice is required to be given to any stockholder, Director,or committee member of the Corporation by statute, the Certificate of Incorporation of theCorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitledto such notice, whether before or after the time stated therein, shall be equivalent to the givingof such notice. Attendance of a stockholder, Director, or committee member at a meeting shallconstitute a waiver of notice of such meeting, except where such person attends for the expresspurpose of objecting to the transaction of any business on the ground that the meeting is notlawfully called or convened.**ARTICLE VI: OFFICERS**     6.1 Number; Titles; Term of Office. The officers of the Corporation may be a Chairmanof the Board, a Chief Executive Officer, a Secretary, and such other officers as the Board ofDirectors may from time to time elect or appoint, including one or more Vice Presidents (with eachVice President to have such descriptive title, if any, as the Board of Directors shall determine)and a Treasurer. Each officer shall hold office until his successor shall have been duly electedand shall have qualified, until his death, or until he shall resign or shall have been removed inthe manner hereinafter provided. Any two or more offices may be held by the same person. None ofthe officers need be a stockholder or a Director of the Corporation or a resident of the State ofDelaware.     6.2 Removal. Any officer or agent elected or appointed by the Board of Directors maybe removed by the Board of Directors whenever in its judgment the best interest of the Corporationwill be served thereby, but such removal shall be without prejudice to the contract
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rights, if any, of the person so removed. Election or appointment of an officer or agentshall not of itself create contract rights.     6.3 Vacancies. Any vacancy occurring in any office of the Corporation (by death,resignation, removal, or otherwise) may be filled by the Board of Directors.     6.4 Authority. Officers shall have such authority and perform such duties in themanagement of the Corporation as are provided in these Bylaws or as may be determined by resolutionof the Board of Directors not inconsistent with these Bylaws.     6.5 Compensation. The compensation, if any, of officers and agents shall be fixedfrom time to time by the Board of Directors; provided, however, that the Board of Directors maydelegate the power to determine the compensation of any officer and agent (other than the officerto whom such power is delegated) to the Chairman of the Board or the Chief Executive Officer.     6.6 Chairman of the Board. The Chairman of the Board shall, subject to thesupervision of the Board of Directors of the Corporation, have the general management and controlof the Corporation. Such officer shall preside at all meetings of the stockholders and of theBoard of Directors and shall have such duties as may from time to time be assigned by the Board ofDirectors. Such officer may sign all certificates for shares of stock of the Corporation.     6.7 Chief Executive Officer. Unless such powers and duties are granted to theChairman of the Board, the Chief Executive Officer shall, subject to the supervision of the Boardof Directors of the Corporation, have general executive charge, management, and control of theproperties and operations of the Corporation in the ordinary course of its business, with all suchpowers with respect to such properties and operations as may be reasonably incident to suchresponsibilities. In the absence or inability to act of the Chairman of the Board, the ChiefExecutive Officer shall exercise all of the powers and discharge all of the duties of the Chairmanof the Board. As between the Corporation and third parties, any action taken by the ChiefExecutive Officer in the performance of the duties of the Chairman of the Board shall be conclusiveevidence that the Chairman of the Board is absent or unable to act.     6.8 Vice Presidents. Each Vice President shall have such powers and duties as may beassigned to him by the Board of Directors, the Chairman of the Board, or the Chief ExecutiveOfficer, and (in order of their seniority as determined by the Board of Directors or, in theabsence of such determination, as determined by the length of time they have held the office ofVice President) shall exercise the powers of the Chief Executive Officer during that officer’sabsence or inability to act. As between the Corporation and third parties, any action taken by aVice President in the performance of the duties of the Chief Executive Officer shall be conclusiveevidence of the absence or inability to act of the Chief Executive Officer at the time such actionwas taken.     6.9 Treasurer. The Treasurer shall have custody of the Corporation’s funds andsecurities, shall keep full and accurate account of receipts and disbursements, shall deposit allmonies and valuable effects in the name and to the credit of the Corporation in such depository ordepositories as may be designated by the Board of Directors, and shall perform such other
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duties as may be prescribed by the Board of Directors, the Chairman of the Board, or the ChiefExecutive Officer.     6.10 Assistant Treasurers. Each Assistant Treasurer shall have such powers and dutiesas maybe assigned to him by the Board of Directors, the Chairman of the Board, or the ChiefExecutive Officer. The Assistant Treasurers (in the order of their seniority as determined by theBoard of Directors or, in the absence of such a determination, as determined by the length of timethey have held the office of Assistant Treasurer) shall exercise the powers of the Treasurer duringthat officer’s absence or inability to act.     6.11 Secretary. Except as otherwise provided in these Bylaws, the Secretary shallkeep the minutes of all meetings of the Board of Directors and of the stockholders in booksprovided for that purpose, and he shall attend to the giving and service of all notices. He maysign with the Chairman of the Board or the Chief Executive Officer or any other authorized officerof the Corporation, in the name of the Corporation, all contracts of the Corporation and affix theseal of the Corporation thereto. He may sign with the Chairman of the Board or the Chief ExecutiveOfficer or any Vice President all certificates for shares of stock of the Corporation, and he shallhave charge of the certificate books, transfer books, and stock papers as the Board of Directorsmay direct, all of which shall at all reasonable times be open to inspection by any Director uponapplication at the office of the Corporation during business hours. He shall in general performall duties incident to the office of the Secretary, subject to the control of the Board ofDirectors, the Chairman of the Board, and the Chief Executive Officer.     6.12 Assistant Secretaries. Each Assistant Secretary shall have such powers andduties as may be assigned to him by the Board of Directors, the Chairman of the Board, or the ChiefExecutive Officer. The Assistant Secretaries (in the order of their seniority as determined by theBoard of Directors or, in the absence of such a determination, as determined by the length of timethey have held the office of Assistant Secretary) shall exercise the powers of the Secretary duringthat officer’s absence or inability to act.**ARTICLE VII: CERTIFICATES AND STOCKHOLDERS**     7.1 Certificates for Shares. The shares of the Company may be represented by certificates or may be uncertificated. Everyholder of stock represented by certificates and upon request every holder of uncertificate sharesshall be entitled to have a certificate signed by, or in the name of the Corporation by, theChairman of the Board or the Chief Executive Officer or a Vice President and also by the Secretaryor an Assistant Secretary or by the Treasurer or an Assistant Treasurer of the Corporationrepresenting the number of shares registered in certificate form. Any and all signatures on thecertificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed,or whose facsimile signature has been placed upon, a certificate shall have ceased to be such anofficer, transfer agent or registrar before such certificate is issued, the certificate maynevertheless be issued by the Corporation with the same effect as if such person were such officer,transfer agent, or registrar at the date of issue     7.2 Replacement of Lost or Destroyed Certificates. The Board of Directors may directa new certificate or certificates to be issued in place of a certificate or certificates
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theretofore issued by the Corporation and alleged to have been lost or destroyed, upon themaking of an affidavit of that fact by the person claiming the certificate or certificatesrepresenting shares to be lost or destroyed. When authorizing such issue of a new certificate orcertificates the Board of Directors may, in its discretion and as a condition precedent to theissuance thereof, require the owner of such lost or destroyed certificate or certificates, or hislegal representative, to advertise the same in such manner as it shall require and/or to give theCorporation a bond with a surety or sureties satisfactory to the Corporation in such sum as it maydirect as indemnity against any claim, or expense resulting from a claim, that may be made againstthe Corporation with respect to the certificate or certificates alleged to have been lost ordestroyed.     7.3 Transfer of Shares. Shares of stock of the Corporation shall be transferable onlyon the books of the Corporation by the holders thereof in person or by their duly authorizedattorneys or legal representatives. Upon surrender to the Corporation or the transfer agent of theCorporation of a certificate representing shares duly endorsed or accompanied by proper evidence ofsuccession, assignment, or authority to transfer, the Corporation or its transfer agent shall issuea new certificate to the person entitled thereto, cancel the old certificate, and record thetransaction upon its books.     7.4 Registered Stockholders. The Corporation shall be entitled to treat the holder ofrecord of any share or shares of stock as the holder in fact thereof and, accordingly, shall not bebound to recognize any equitable or other claim to or interest in such share or shares on the partof any other person, whether or not it shall have express or other notice thereof, except asotherwise provided by law.     7.5 Regulations. The Board of Directors shall have the power and authority to makeall such rules and regulations as they may deem expedient concerning the issue, transfer, andregistration or the replacement of certificates for shares of stock of the Corporation.     7.6 Legends. The Board of Directors shall have the power and authority to providethat certificates representing shares of stock bear such legends as the Board of Directors deemsappropriate to assure that the Corporation does not become liable for violations of federal orstate securities laws or other applicable law.**ARTICLE VIII: MISCELLANEOUS PROVISIONS**     8.1 Dividends. Subject to provisions of law and the Certificate of Incorporation ofthe Corporation, dividends may be declared by the Board of Directors at any regular or specialmeeting and may be paid in cash, in property, or in shares of stock of the Corporation. Suchdeclaration and payment shall be at the discretion of the Board of Directors.     8.2 Reserves. There may be created by the Board of Directors out of funds of theCorporation legally available therefor such reserve or reserves as the Directors from time to time,in their discretion, consider proper to provide for contingencies, to equalize dividends, or torepair or maintain any property of the Corporation, or for such other purpose as the Board ofDirectors shall consider beneficial to the Corporation, and the Board of Directors may modify orabolish any such reserve in the manner in which it was created.
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     8.3 Books and Records. The Corporation shall keep correct and complete books andrecords of account, shall keep minutes of the proceedings of its stockholders and Board ofDirectors and shall keep at its registered office or principal place of business, or at the officeof its transfer agent or registrar, a record of its stockholders, giving the names and addresses ofall stockholders and the number and class of the shares held by each.     8.4 Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board ofDirectors.     8.5 Seal. The seal of the Corporation shall be such as from time to time may beapproved by the Board of Directors.     8.6 Resignations. Any Director, committee member, or officer may resign by so statingat any meeting of the Board of Directors or by giving written notice to the Board of Directors, theChairman of the Board, the Chief Executive Officer, or the Secretary. Such resignation shall takeeffect at the time specified therein or, if no time is specified therein, immediately upon itsreceipt. Unless otherwise specified therein, the acceptance of such resignation shall not benecessary to make it effective.     8.7 Securities of Other Corporations. The Chairman of the Board, the Chief ExecutiveOfficer, or any Vice President of the Corporation shall have the power and authority to transfer,endorse for transfer, vote, consent, or take any other action with respect to any securities ofanother issuer which may be held or owned by the Corporation and to make, execute, and deliver anywaiver, proxy, or consent with respect to any such securities.     8.8 Telephone Meetings. Stockholders (acting for themselves or through a proxy),members of the Board of Directors, and members of a committee of the Board of Directors mayparticipate in and hold a meeting of such stockholders, Board of Directors, or committee by meansof a conference telephone or similar communications equipment by means of which personsparticipating in the meeting can hear each other, and participation in a meeting pursuant to thisSection shall constitute presence in person at such meeting, except where a person participates inthe meeting for the express purpose of objecting to the transaction of any business on the groundthat the meeting is not lawfully called or convened.     8.9 Action Without a Meeting.     (a) Except as otherwise provided in the Certificate of Incorporation of theCorporation, any action required by the DGCL to be taken at any annual or special meeting ofthe stockholders, or any action which may be taken at any annual or special meeting of thestockholders, may be taken without a meeting, without prior notice, and without a vote, if aconsent or consents in writing, setting forth the action so taken, shall be signed by theholders (acting for themselves or through a proxy) of outstanding stock having not less thanthe minimum number of votes that would be necessary to authorize or take such action at ameeting at which the holders of all shares entitled to vote thereon were present and votedand shall be delivered to the Corporation by delivery to its registered office in the Stateof Delaware, its principal place of business, or an officer or agent of the Corporationhaving custody of the book in which proceedings of meetings of
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stockholders are recorded. Every written consent of stockholders shall bear the dateof signature of each stockholder who signs the consent and no written consent shall beeffective to take the corporate action referred to therein unless, within sixty days of theearliest dated consent delivered in the manner required by this Section 8.9(a) to theCorporation, written consents signed by a sufficient number of holders to take action aredelivered to the Corporation by delivery to its registered office in the State of Delaware,its principal place of business, or an officer or agent of the Corporation having custody ofthe book in which proceedings of meetings of stockholders are recorded. Delivery made tothe Corporation’s registered office, principal place of business, or such officer or agentshall be by hand or by certified or registered mail, return receipt requested.     (b) Except as otherwise provided in the Certificate of Incorporation of the Corporationor in these Bylaws, any action required or permitted to be taken at a meeting of the Boardof Directors, or of any committee of the Board of Directors, may be taken without a meetingif a consent or consents in writing, setting forth the action so taken, shall be signed byall the Directors or all the committee members, as the case may be, entitled to vote withrespect to the subject matter thereof, and such consent shall have the same force and effectas a vote of such Directors or committee members, as the case may be, and may be stated assuch in any certificate or document filed with the Secretary of State of the State ofDelaware or in any certificate delivered to any person. Such consent or consents shall befiled with the minutes of proceedings of the board or committee, as the case maybe.     8.10 Invalid Provisions. If any part of these Bylaws shall be held invalid orinoperative for any reason, the remaining parts, so far as it is possible and reasonable, shallremain valid and operative.     8.11 Mortgages, etc. With respect to any deed, deed of trust, mortgage, or otherinstrument executed by the Corporation through its duly authorized officer or officers, theattestation to such execution by the Secretary of the Corporation shall not be necessary toconstitute such deed, deed of trust, mortgage, or other instrument a valid and binding obligationagainst the Corporation unless the resolutions, if any, of the Board of Directors authorizing suchexecution expressly state that such attestation is necessary.     8.12 Headings. The headings used in these Bylaws have been inserted foradministrative convenience only and do not constitute matter to be construed in interpretation.     8.13 References. Whenever herein the singular number is used, the same shall includethe plural where appropriate, and words of any gender should include each other gender whereappropriate.     8.14 Amendments. The Board of Directors may, upon the affirmative vote of a majorityof the Directors in accordance with Section 3.11 hereof, make, adopt alter, amend, and repeal fromtime to time these Bylaws and make from time to time new Bylaws of the Corporation (subject to theright of the stockholders entitled to vote thereon to adopt, alter, amend, and repeal Bylaws madeby the Board of Directors or to make new Bylaws); provided, however, that the stockholders of theCorporation may adopt, alter, amend, or repeal Bylaws
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made by the Board of Directors or make new Bylaws solely upon the affirmative vote of theholders of at least a majority of the outstanding shares of each class of capital stock thenentitled to vote thereon.**[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**
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          The undersigned Secretary of the Corporation hereby certifies that the foregoing Amended andRestated Bylaws were adopted pursuant to the Order as of May 23, 2003.          Name: Patricia S. Williams  Title: Vice President, General Counsel andSecretary
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