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 as shall have been brought before the meetingpursuant to the Corporation’s notice of meeting pursuant to Section 4 of Article2 of these Bylaws.

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entitled to vote thereat, present in person or by proxy shall have the power toadjourn the meeting from time to time, without notice other than announcement atthe meeting of the time, place, if any, thereof by which stockholders andproxyholders may be deemed to be present in person and vote at such adjournedmeeting, until the requisite amount of stock entitled to vote shall be present.The stockholders present at a duly organized meeting may continue to transactbusiness until adjournment, notwithstanding the withdrawal of enoughstockholders to leave less than a quorum. At any such adjourned meeting at whichrequisite amount of stock entitled to vote shall be represented, any businessmay be transacted which might have been transacted at the meeting as originallynoticed; but only those stockholders entitled to vote at the meeting asoriginally noticed shall be entitled to vote at any adjournment or adjournmentsthereof. If the adjournment is for more than thirty (30) days, or if after theadjournment a new record date is fixed for the adjourned meeting, a notice ofthe adjourned meeting shall be given to each stockholder entitled to vote at themeeting.

Section 11. Stockholder Nominations andOther Actions.

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 delivered to the Secretary at the principal executiveoffices of the Corporation not later than the close of business on the tenth(10th) day following the day on which such public announcement is first made bythe Corporation.

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Section 3. Election and Term.The initial Board of Directors shall be elected by the Incorporator and shallhold office until the first annual meeting of stockholders or until theirsuccessors are elected and qualified or until their earlier resignation orremoval. Thereafter, directors who are elected at an annual meeting ofstockholders, and directors who are elected in the interim to fill vacancies andnewly created directorships, shall hold office until the next annual meeting ofstockholders and until their successors are elected and qualified or until theirearlier resignation or removal.

Section 10. Organization. At allmeetings of the Board of Directors, the President or, in his absence, a chairmanchosen by the directors shall preside. The Secretary of the Corporation shallact as secretary at all meetings of the Board of Directors when present, and, inhis absence, the presiding officer may appoint any person to act assecretary.

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Section 18. InterestedDirectors. No contract or transaction between the Corporation and one ormore of its directors or officers, or between the Corporation and any othercorporation, partnership, association, or other organization in which one ormore of its directors or officers are directors or officers, or have a financialinterest, shall be void or voidable solely for this reason, or solely becausethe director or officer is present at or participates in the meeting of theBoard of Directors or committee thereof which authorizes the contract ortransaction, or solely because his or their votes are counted for such purposeif (i) the material facts as to his or their relationship or interest and as tothe contract or transaction are disclosed or are known to the Board of Directorsor the committee, and the Board of Directors or committee in good faithauthorizes the contract or transaction by the affirmative votes of a majority ofthe disinterested directors, even though the disinterested directors be lessthan a quorum; or (ii) the material facts as to his or their relationship orinterest and as to the contract or transaction are disclosed or are known to thestockholders entitled to vote thereon, and the contract or transaction isspecifically approved in good faith by vote of the stockholders; or (iii) thecontract or transaction is fair as to the Corporation as of the time it isauthorized, approved or ratified, by the Board of Directors, a committee thereofor the stockholders. Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the Board of Directors orof a committee which authorizes the contract or transaction.

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 the Board of Directors. The presence of a majority of thethen appointed members of a committee shall constitute a quorum for thetransaction of business by that committee, and in every case where a quorum ispresent the affirmative vote of a majority of the members of the committeepresent shall be the act of the committee. Each committee shall keep minutes ofits proceedings, and any action taken by a committee shall be reported to theBoard of Directors at its meeting next succeeding such action.

Section 5. The Treasurer.Subject to the direction of the Board of Directors, the Treasurer shall have thegeneral care and custody of all the corporate funds and securities of theCorporation which may come into his hands and shall deposit the same to thecredit of the Corporation in such bank or banks or depositories as from time totime may be designated by the Board of Directors, and shall pay out and disposeof the same under the direction of the Board of Directors. The Treasurer shallin general perform all duties incident to the position of Treasurer and suchother duties as may be assigned to him by the Board of Directors or thePresident.

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The Corporation may issue a new certificate of stock in placeof any certificate theretofore issued by it, alleged to have been lost, stolenor destroyed, and the Board of Directors may require the owner of any lost,stolen, or destroyed certificate, or his legal representative, to give theCorporation a bond sufficient to indemnify the Corporation against any claimthat may be made against it on account of the alleged loss, theft, ordestruction of any such certificate or the issuance of any such newcertificate.

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 joint venture, trust or other enterprise(hereinafter an “Indemnitee”), whether the basis of such proceeding is allegedaction in an official capacity as a director, officer, employee or agent or inany other capacity while so serving, shall be indemnified and held harmless bythe Corporation to the full extent authorized by the DGCL, as the same exists ormay hereafter be amended (but, in the case of any such amendment, only to theextent that such amendment permits the Corporation to provide broaderindemnification rights than said law permitted the Corporation to provide priorto such amendment), or by other applicable law as then in effect, against allexpense, liability and loss (including attorneys’ fees and relateddisbursements, judgments, fines, or excise taxes, penalties and amounts paid orto be paid in settlement) actually and reasonably incurred or suffered by suchIndemnitee in connection therewith, and such indemnification shall continue asto a person who has ceased to be a director, officer, employee, agent, partner,member or trustee and shall inure to the benefit of his or her heirs, executorsand administrators. Each person who is or was serving as a director or officerof the Corporation shall be deemed to be serving, or have served, at the requestof the Corporation. Any indemnification (but not advancement of expenses) underthis Article VII (unless ordered by a court) shall be made by the Corporationonly as authorized in the specific case upon a determination thatindemnification of the director or officer in the circumstances because he hasmet the applicable standard of conduct set forth in the DGCL, as the same existsor hereafter may be amended (but, in the case of any such amendment, only to theextent that such amendment permits the Corporation to provide broaderindemnification rights than said law permitted the Corporation to provide priorto such amendment). Such determination shall be made with respect to a personwho is a director or officer at the time of such determination (a) by a majorityvote of the directors who were not parties to such proceeding (the“Disinterested Directors”), even though less than a quorum, (b) by a committeeof Disinterested Directors designated by a majority vote of DisinterestedDirectors, even though less than a quorum, (c) if there are no suchDisinterested Directors, or if such Disinterested Directors so direct, byindependent legal counsel in a written opinion, or (d) by the stockholders. TheCorporation, may, by action of its Board of Directors, provide indemnificationto employees and agents of the Corporation with the same scope and effect as theforegoing indemnification of directors and officers.

 amendment), but theburden of proving such defense shall be on the Corporation. Neither the failureof the Corporation (including its Board of Directors, its independent legalcounsel and its stockholders) to have made a determination prior to thecommencement of such action that indemnification of the claimant is proper inthe circumstances because he/she has met the applicable standard of conduct setforth in the DGCL, as the same exists or hereafter may be amended (but, in thecase of any such amendment, only to the extent that such amendment permits theCorporation to provide broader indemnification rights than said law permittedthe Corporation to provide prior to such amendment), nor the fact that there hasbeen an actual determination by the Corporation (including its Board ofDirectors, its independent legal counsel and its stockholders) that the claimanthas not met such applicable standard of conduct, shall be a defense to theaction or create a presumption that the claimant has not met the applicablestandard of conduct.

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ARTICLEVIII

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ARTICLEXIV