Exhibit 4.5


 


AMENDED AND RESTATED BYLAWS


OF


HEARTLAND PAYMENT SYSTEMS, INC.


 


ARTICLE I

OFFICES; CORPORATE SEAL; SHAREHOLDERS’ AGREEMENT


 


Section 1.01          Offices.  The Corporation shall have a registered
office, a principal office and such other offices as the Board of Directors may
determine.


 


Section 1.02          Corporate
Seal.  The Corporation shall have a
corporate seal as the Board of Directors may determine.


 


Section 1.03          Shareholders’
Agreement.  The Corporation and
several of its stockholders are parties to an Amended and Restated
Shareholders’ Agreement dated as of October 11, 2001 (the “Shareholders’
Agreement”).


 


ARTICLE II

MEETINGS OF STOCKHOLDERS


 


Section 2.01          Place and
Time of Meetings.  Meetings of the
stockholders may be held at such place and at such time as may be designated by
the Board of Directors.  In the absence
of a designation of place, this meeting shall be held at the principal
office.  In the absence of a designation
of time, the meeting shall be held at 10:00 a.m.


 


Section 2.02          Annual
Meetings.  The annual meeting of the
stockholders of the Corporation for the election of directors and for the
transaction of any other proper business, notice of which was given in the
notice of the meeting, shall be held in April of each year on such business day
as the Secretary of the Corporation shall determine from time to time.  However, the necessity of such annual meeting
of stockholders may be dispensed with if it is determined by the President to
seek the written consent of the stockholders. 
If a sufficient number of written consents are not obtained prior to the
time herein above provided, the Board of Directors shall cause an annual
meeting to be held as soon thereafter as possible.


 


Section 2.03          Special
Meetings.  Special meetings of the
stockholders for any purpose or purposes shall be called by the Secretary at
the written request of a majority of the total number of directors, by the
Chairman of the Board, by the President or by the stockholders owning a
majority of the shares outstanding and entitled to vote.  Such request shall state the purpose or
purposes of the proposed meeting. 
Business transacted at any special meeting shall be limited to the
purposes stated in the notice.


 


Section 2.04          Quorum,
Adjourned Meetings.  The holders of a
majority of the shares outstanding and entitled to vote shall constitute a
quorum for the transaction of business at any annual or special meeting.  If a quorum is not present at a meeting,
those present shall adjourn to such day as they shall agree upon by majority
vote.  Notice of any adjourned meeting
need not 


 





















 


be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken.  At adjourned meetings at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed.  If a quorum is present, the stockholders may
continue to transact business until adjournment notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.


 


Section 2.05          Organization.  At each meeting of the stockholders, the
Chairman of the Board or in his absence the President or in his absence the
chairman chosen by a majority in voting interest of the stockholders present in
person or by proxy and entitled to vote shall act as chairman; and the
Secretary of the Corporation or in his absence an Assistant Secretary or in his
absence any person whom the chairman of the meeting shall appoint shall act as
Secretary of the meeting.


 


Section 2.06          Order of
Business.  The order of business at
all meetings of the stockholders shall be determined by the chairman of the
meeting, but such order of business may be changed by the vote of a majority in
voting interest of those present or represented at such meeting and entitled to
vote thereat.


 


Section 2.07          Voting.  Each stockholder of the Corporation entitled
to vote at a meeting of stockholders or entitled to express consent to a
corporate action in writing without a meeting shall have one vote in person or
by proxy for each share of stock having voting rights held by him and
registered in his name on the books of the Corporation.  Upon the request of any stockholder, the vote
upon any question before a meeting shall be written by written ballot, and all
elections of directors shall be by written ballot.  All questions at a meeting shall be decided
by a majority vote of the number of shares entitled to vote represented at the
meeting at the time of the vote except where otherwise required by statute, the
Certificate of Incorporation (including any certificate of designation for any
preferred stock issued thereunder), the Shareholders’ Agreement or these
Bylaws.  If the vote of any stockholders
shall be required by the Shareholders’ Agreement, such vote shall be in
addition to any other vote required by statute, the Certificate of
Incorporation (including any certificate of designation for any preferred stock
issued thereunder) or these Bylaws.  Any
action to be taken by written consent without a meeting may be taken by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting in which
all shares entitled to vote thereon were present and voted.  For the election of directors, the persons
receiving the largest number of votes (up to and including the number of
directors to be elected) shall be directors. 
If directors are to be elected by consent in writing of the stockholders
without a meeting, those persons receiving the consent in writing of the
largest number of shares in the aggregate and constituting not less than a
majority of the total outstanding shares entitled to consent in writing thereon
(up to and including the number of directors to be elected) shall be directors.  Persons holding stock in a fiduciary capacity
shall be entitled to vote the shares so held. 
If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or otherwise, or if two or more persons shall have the same
fiduciary relationship respecting the same shares, unless the Secretary of the
Corporation shall have been given written notice to the contrary and shall have
been furnished with a copy of the instrument or order appointing them or
creating a relationship wherein it is so provided, their acts with respect to
voting shall have the following effect:


 


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(i)            if only one shall vote, his act
shall bind all.


 


(ii)           if more than one shall vote, the act
of the majority voting shall bind all.


 


(iii)          if more than one shall vote, but the
votes shall be evenly split on any particular matter, then, except as otherwise
required by statute, each fraction may vote the shares in question proportionately.


 


Section 2.08          Inspectors
of Election.  At each meeting of the
stockholders, the chairman of such meeting may appoint up to two inspectors of
election to act.  Each inspector of
election so appointed shall first subscribe an oath or affirmation briefly to
execute the duties of an inspector of election at such meeting with strict
impartiality and according to the best of his ability such inspectors of
election, if any, shall take charge of the ballots at such meeting and after
the balloting thereat on any question shall count the ballots cast thereon and
shall make a report in writing to the Secretary of such meeting of the results
thereof.  An inspector of election need
not be a stockholder of the Corporation, and any officer or employee of the
Corporation may be an inspector of election on any question other than a vote
for or against his election to any position with the Corporation or on any
other question in which he may be directly interested.


 


Section 2.09          Notices
of Meetings and Consents.  Every
stockholder shall furnish the Secretary of the Corporation with an address at
which notices of meetings and notices and consent material with respect to
proposed corporate action without a meeting and all other corporate
communications may be served on or mailed to him.  Except as otherwise provided by the
Certificate of Incorporation or by statute, a written notice of each annual and
special meeting of stockholders shall be given not less than 10 nor more than
60 days before the date of such meeting or the date on which the corporate
action without a meeting is proposed to be taken to each stockholder of record
of the Corporation entitled to vote at such meeting by delivering such notice
of meeting to him personally or depositing the same in the United States mail,
postage prepaid, directed to him at the post office address shown upon the
records of the Corporation.  Service of
notice is complete upon mailing. 
Personal delivery to any officer of a corporation or association or to
any member of a partnership is delivery to such corporation, association or
partnership.  Every notice of a meeting
of stockholders shall state the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called.


 


Section 2.10          Proxies.  Each stockholder entitled to vote at a
meeting of stockholders or consent to corporate action without a meeting may
authorize another person or persons to act for him by proxy by an instrument
executed in writing.  If any such
instrument designates two or more persons to act as proxies, a majority of such
persons present at the meeting, or, if only one shall be present, then that
one, shall have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the instrument shall
otherwise provide.  No such proxy shall
be valid after three years from the date of its execution unless the proxy
provides for a longer period.  A proxy
may be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient to support an irrevocable
power.  Subject to the above, any proxy
may be revoked if an instrument revoking it or proxy bearing a later date is
filed with the Secretary.


 


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Section 2.11          Waiver of
Notice.  Notice of any annual or
special meeting may be waived either before, at or after such meeting in
writing signed by the person or persons entitled to the notice.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting at the beginning of the meeting to
the transacting of any business because the meeting is not lawfully called or
convened.


 


Section 2.12          Written
Action.  Any action that may be taken
at a meeting of the stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the actions
so taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be required to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.  Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.


 


Section 2.13          Stockholder
List.  The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order and showing
the address 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 the
meeting, 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 specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof and may be inspected
by any stockholder who is present.


 


ARTICLE III

BOARD OF DIRECTORS


 


Section 3.01          General
Powers.  The business of the
Corporation shall be managed by the Board of Directors.  Except as otherwise provided, the decision of
the majority of the directors shall be controlling on all matters.


 


Section 3.02          Number,
Qualification and Term of Office. 
The number of directors shall be established by a resolution adopted by
the shareholders, or by the unanimous consent of the total number of
directors.  Directors need not be
stockholders.  Each director shall hold
office until the annual meeting of stockholders next held after his election or
until the stockholders have elected directors by consent in writing without a
meeting and until his successor is elected and qualified or until his earlier
death, resignation or removal.


 


Section 3.03          Annual
Meeting.  As soon as practicable
after each election of directors, the Board of Directors shall meet at the
registered office of the Corporation, or at such other place previously
designated by the Board of Directors, for the purpose of electing the officers
of the Corporation and for the transaction of such other business as may come
before the meeting.


 


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Section 3.04          Regular
Meetings.  Regular meetings of the
Board of Directors shall be held from time to time at such time and place as
may be fixed by resolution adopted by a majority of the total number of
directors.


 


Section 3.05          Special
Meetings.  Special meetings of the
Board of Directors may be called by the Chairman of the Board, the President,
or by any two of the directors and shall be held from time to time at such time
and place as may be designated in the notice of such meeting.


 


Section 3.06          Notice of
Meetings.  Notice of each meeting of
the Board of Directors shall be given by the secretary who shall give at least
twenty-four hours notice (or such longer notice period as may be required by
the Shareholders’ Agreement) thereof to each director by mail, telephone, telegram,
or in person.  Notice shall be effective
upon receipt.


 


Section 3.07          Waiver of
Notice.  Notice of any meeting of the
Board of Directors may be waived either before, at, or after such meeting in
writing signed by each director. 
Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purposes of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened.


 


Section 3.08          Quorum.  A majority of the total number of directors
(including at least two directors designated by a Designating Shareholder (as
defined in the Shareholders’ Agreement) pursuant to the Shareholder’s
Agreement) shall constitute a quorum for the transaction of business.  The vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors unless these Bylaws or the Shareholders’ Agreement require a
greater number.


 


Section 3.09          Vacancies.  Any vacancy among the directors or increase
in the authorized number of directors shall be filled as permitted by
applicable law, subject to the provisions of the Certificate of Incorporation
and the Shareholders’ Agreement.


 


Section 3.10          Removal.  Any director may be removed from office at
any special meeting of the stockholders either with or without cause, subject
to the provisions of the Shareholders’ Agreement.  If the entire Board of Directors or any one
or more directors be so removed, new directors shall be elected at the same
meeting in accordance with the provisions of the Shareholders’ Agreement.


 


Section 3.11          Committees
of Directors.  The Board of Directors
may, by resolution adopted by a majority of the total number of directors and
in compliance with the provisions of the Shareholders’ Agreement to the extent
applicable, designate one or more committees, each to consist of one or more of
the directors of the Corporation, which, to the extent provided in the resolution,
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation. 
The Board of Directors 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.  Such
committee or committees shall have such name or names as may be determined by
the resolution adopted by the directors. 
The committees shall keep regular minutes of their proceedings and
report the same to the Board of Directors when required.


 


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Section 3.12          Written
Action.  Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if all directors or committee members
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee.


 


Section 3.13          Compensation.  Directors who are not salaried officers of
the Corporation may receive a fixed sum per meeting attended or a fixed annual
sum and such other forms of reasonable compensation as may be determined by
resolution of the Board of Directors. 
All directors shall receive their expenses, if any, of attendance at
meetings of the Board of Directors or any committee thereof.  Any director may serve the Corporation in any
other capacity and receive proper compensation therefor.


 


Section 3.14          Conference
Communications.  Directors may
participate in any meeting of the Board of Directors, or of any duly
constituted committee thereof, by means of a conference telephone conversation
or other comparable communication technique whereby all persons participating
in the meeting can hear and communicate to each other.  For the purposes of establishing a quorum and
taking any action at the meeting, such directors participating pursuant to this
Section 3.14 shall be deemed present in person at the meeting; and the place of
the meeting shall be the place of origination of the conference telephone
conversation or other comparable communication technique.


 


Section 3.15          Actions
Requiring Special Vote of the Directors. 
The vote of two thirds (2/3) of the directors shall be required for any
action which would constitute a bankruptcy of the Corporation.


 


ARTICLE IV

OFFICERS


 


Section 4.01          Number.  The officers of the Corporation shall consist
of a President and Secretary, and any other officers and agents as the Board of
Directors by a majority vote of the total number of directors may designate.  Any person may hold two or more offices.


 


Section 4.02          Election,
Term of Office, and Qualifications. 
At each annual meeting of the Board of Directors all officers, from
within or without their number, shall be elected.  Such officers shall hold office until the
next annual meeting of the directors or until their successors are elected and
qualified, or until such office is eliminated by a vote of the majority of all
directors.  Officers who may be directors
shall hold office until the election and qualification of their successors,
notwithstanding an earlier termination of their directorship.


 


Section 4.03          Removal
and Vacancies.  Any officer may be
removed from his office by a majority vote of the total number of directors
with or without cause.  Such removal
shall be without prejudice to the contract rights of the person so
removed.  A vacancy among the officers by
death, resignation, removal, or otherwise shall be filled for the unexpired
term by the Board of Directors.


 


Section 4.04          Chairman
of the Board.  The Chairman of the
Board, if one is elected, shall preside or shall designate the officer who will
preside at all meetings of the stockholders


 


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and directors and
shall have such other duties as may be prescribed, from time to time, by the
Board of Directors.


 


Section 4.05          Chief
Executive Officer.  The Chief
Executive Officer (the “CEO”), if one is elected, shall be the chief executive
officer of the Corporation, shall see that all orders and resolutions of the
directors are carried into effect, and shall have general active management
responsibility for the business of the Corporation.


 


Section 4.06          President.  The President shall, in the absence of the
Chairman of the Board or designee thereof, preside at all meetings of the
stockholders and directors.  The
President shall be ex officio, a member of all standing committees.  The President may execute and deliver in the
name of the Corporation any deeds, mortgages, bonds, contracts or other instruments
pertaining to the business of the Corporation and in general shall perform all
duties usually incident to the office of the president.  The President shall have such other duties as
may, from time to time, be prescribed by the Board of Directors and the CEO.


 


Section 4.07          Vice
President.  Each Vice President, if
any are elected, shall have such powers and shall perform such duties as may be
prescribed by the Board of Directors or by the President.  In the event of absence or disability of the
President, Vice Presidents shall succeed to his power and duties in the order
designated by the Board of Directors and the CEO.


 


Section 4.08          Secretary.  The Secretary shall be secretary of and shall
attend all meetings of the stockholders and Board of Directors and shall record
all proceedings of such meetings in the minute book of the Corporation.  The Secretary shall give proper notice of
meetings of stockholders and the Board of Directors and any committees thereof.  The Secretary shall perform such other duties
as may from time to time be prescribed by the Board of Directors and by the CEO
and the President.


 


Section 4.09          Treasurer.  The Treasurer, if one is elected, shall keep
accurate accounts of all moneys of the Corporation received or disbursed.  The Treasurer shall deposit all moneys,
drafts and checks in the name of and to the credit of the Corporation in such
banks and depositories as a majority of the whole Board of Directors shall from
time to time designate.  The Treasurer
shall have power to endorse for deposit all notes, checks and drafts received
by the Corporation.  The Treasurer shall
disburse the funds of the Corporation as ordered by the directors, making
proper vouchers therefor.  The Treasurer
shall render to the President and the Board of Directors whenever required an
account of all his transactions as Treasurer and of the financial condition of
the Corporation and shall perform such other duties as may from time to time be
prescribed by the Board of Directors or by the President.


 


Section 4.10          Duties of
Other Officers.  The duties of such
other officers and agents as the Board of Directors may designate shall be set
forth in the resolution creating such office or by subsequent resolution.


 


Section 4.11          Compensation.  The officers of the Corporation shall receive
such compensation for their services as may be determined from time to time by
resolution of the Board of Directors or by one or more committees to the extent
so authorized from time to time by the Board of Directors.


 


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ARTICLE V

SHARES AND THEIR TRANSFER


 


Section 5.01          Certificates
for Stock.  Every holder of stock in
the Corporation shall be entitled to a certificate, to be in such form as shall
be prescribed by the Board of Directors, certifying the number of shares in the
Corporation owned by him.  The
certificates for such shares shall be numbered in the order in which they shall
be issued and shall be signed in the name of the Corporation by the Chairman of
the Board, the President or a Vice President, or the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer.  Every certificate surrendered to the
Corporation for exchange or transfer shall be canceled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such certificate shall have been so canceled, except in cases provided for in
the Bylaws.


 


Section 5.02          Issuance
of Stock.  The Board of Directors is
authorized to cause to be issued stock of the Corporation up to the full amount
authorized by the Certificate of Incorporation in such amounts and for such
consideration as may be determined by the Board of Directors.  No shares shall be allotted except in
consideration of cash, labor, personal property, or real property, or leases
thereof, or of an amount transferred from surplus to stated capital upon a
share dividend.  At the time of such
allotment of stock, the Board of Directors shall state its determination of the
fair value to the Corporation in monetary terms of any consideration other than
cash for which shares are allotted. 
Stock so issued shall be fully paid and nonassessable.  The amount of consideration to be received in
cash or otherwise shall not be less than the par value of the shares so allotted.  Treasury shares may be disposed of by the
Corporation for such consideration, expressed in dollars, as may be fixed by
the Board of Directors.


 


Section 5.03          Partly
Paid Stock.  The Corporation may
issue the whole or any part of its stock as partly paid and subject to call for
the remainder of the consideration to be paid therefor.  Upon the face or back of each certificate
issued to represent any such partly paid stock, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be
stated.  Upon the declaration of any
dividend on fully paid stock, the Corporation shall declare a dividend upon
partly paid stock of the same class, but only upon the basis of the percentage
of the consideration actually paid thereon. 
The Board of Directors may, from time to time, demand payment, in
respect of each share of stock not fully paid, of such sum of money as the
necessities of the business may, in the judgment of the Board of Directors,
require, not exceeding in the whole the balance remaining unpaid on such stock,
and such sum so demanded shall be paid to the Corporation at such times and by
such installments as the directors shall direct.  The directors shall give written notice of
the time and place of such payments, which notice shall be mailed at least 30
days before the time for such payment, to each holder of or subscriber for
stock which is not fully paid at his last known post office address.


 


Section 5.04          Transfer
of Stock.  Transfer of stock on the
books of the Corporation may be authorized only by the stockholder named in the
certificate, the stockholder’s legal representative or the stockholder’s duly
authorized attorney-in-fact and upon surrender of the certificate or the
certificates for such stock.  The
Corporation may treat as the absolute owner of stock of the Corporation the
person or persons in whose name stock is registered on the books of the
Corporation.


 


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Section 5.05          Loss of
Certificates.  Any stockholder claiming
a certificate for stock to be lost, stolen or destroyed shall make an affidavit
of that fact in such form as the Board of Directors may require and shall, if
the Board of Directors so requires, give the Corporation a bond of indemnity in
form, in an amount, and with one or more sureties satisfactory to the Board of
Directors, to indemnify the Corporation against any claims which may be made
against it on account of the alleged loss, theft or destruction of the
certificate or issuance of such new certificate.  A new certificate may then be issued in the
same tenor and for the same number of shares as the one claimed to have been
lost, stolen or destroyed.


 


Section 5.06          Facsimile
Signatures.  Whenever any certificate
is countersigned by a transfer agent or by a registrar other than the
Corporation or its employee, then the signatures of the officers or agents of
the Corporation may be a facsimile.  In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed on any such certificate shall cease to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation as though the person who signed such certificate
or whose facsimile signature or signatures had been placed thereon were such
officer, transfer agent or registrar at the date of issue.


 


ARTICLE VI

DIVIDENDS, SURPLUS, ETC.


 


Section 6.01          Dividends.  The Board of Directors may declare dividends
from the Corporation’s surplus, or if there be none, out of its net profits for
the current fiscal year, and/or the preceding fiscal year in such amounts as in
their opinion the condition of the affairs of the Corporation shall render it
advisable unless otherwise restricted by law.


 


Section 6.02          Use of
Surplus, Reserves.  The Board of
Directors may use any of its property or funds, unless such would cause an
impairment of capital, in purchasing any of the stock, bonds, debentures,
notes, scrip or other securities or evidences of indebtedness of the
Corporation.  The Board of Directors may
from time to time set aside from its surplus or net profits such sums as it
deems proper as a reserve fund for any purpose.


 


ARTICLE VII

BOOKS AND RECORDS; FISCAL YEAR


 


Section 7.01          Books and
Records.  The Board of Directors of
the Corporation shall cause to be kept: (a) a share ledger which shall be a
charge of an officer designated by the Board of Directors; (b) records of all
proceedings of stockholders and directors; and (c) such other records and books
of account as shall be necessary and appropriate to the conduct of the
corporate business.


 


Section 7.02          Annual
Report.  The Board of Directors shall
cause to be filed with the Delaware Secretary of State in each year the annual
report required by law.


 


Section 7.03          Fiscal
Year.  The fiscal year of the
Corporation shall be determined by resolution of the Board of Directors.


 


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Section 7.04          Examination
by Stockholders.  Any stockholder of
record of the Corporation, upon written demand under oath stating the purpose
thereof, shall have the right to inspect in person or by agent or attorney,
during usual business hours, for any proper purpose, the Corporation’s stock
ledger, a list of its stockholders and its other books and records, and to make
copies or extracts therefrom.  A proper
purpose shall mean a purpose reasonably related to such person’s interest as a
stockholder.  Holders of voting trust
certificates representing stock of the Corporation shall be regarded as
stockholders for the purpose of this subsection.  In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the
stockholder.  The demand under oath shall
be directed to the Corporation at its registered office in Delaware or at its
principal office.


 


ARTICLE VIII

INDEMNIFICATION


 


Section 8.01          Indemnification.  The Corporation shall indemnify such persons
for such liabilities in such manner under such circumstances and to the fullest
extent as permitted by Section 145 of the Delaware General Corporation Law, as
amended.  The Board of Directors may
authorize the purchase and maintenance of insurance and/or the execution of
individual agreements for the purpose of such indemnification, and the
Corporation shall advance all reasonable costs and expenses (including
attorneys’ fees) incurred in defending any action, suit or proceeding to all
persons entitled to indemnification under this section 8.01, all in the manner,
under the circumstances and to the extent permitted by Section 145 of the
Delaware General Corporation Law, as now enacted or hereafter amended.


 


ARTICLE IX

MISCELLANEOUS


 


Section 9.01          Fixing
Date for Determination of Stockholders of Record.  (a) In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than 60 nor less than 10
days before the date of such meeting, nor more than 60 days prior to any other
action.


 


(b)           If no record date is fixed:


 


(1)           The record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.


 


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(2)           The record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors is necessary, shall
be the day on which the first written consent is expressed.


 


(3)           The record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.


 


(c)           A determination of stockholders of
record entitled to notice of or to vote at a meeting 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.


 


Section 9.02          Periods
of Time.  During any period of time
prescribed by these Bylaws, the date from which the designated period of time
begins to run shall not be included, and the last day of the period so computed
shall be included.


 


Section 9.03          Voting
Securities Held by the Corporation. 
Unless otherwise ordered by the Board of Directors, the President shall
have full power and authority on behalf of the Corporation (a) to attend and to
vote at any meeting of security holders of other corporations in which the
Corporation may hold securities; (b) to execute any proxy for such meeting on
behalf of the Corporation; or (c) to execute a written action in lieu of a
meeting of such other corporation on behalf of the Corporation.  At such meeting, by such proxy or by such
writing in lieu of meeting, the President shall possess and may exercise any
and all rights and powers incident to the ownership of such securities that the
Corporation might have possessed and exercised if it had been present.  The Board of Directors may, from time to
time, confer like powers upon any other person or persons.


 


Section 9.04          Purchase
and Sale of Securities.  Unless
otherwise ordered by the Board of Directors, the President shall have full
power and authority on behalf of the Corporation to purchase, sell, transfer or
encumber any and all securities of any other corporation owned by the
Corporation and may execute and deliver such documents as may be necessary to
effectuate such purchase, sale, transfer or encumbrance.  The Board of Directors may, from time to
time, confer like powers upon any other person or persons.


 


ARTICLE X

AMENDMENTS


 


Section 10.01       These Bylaws
may be amended, altered or repealed by a vote of the majority of the total
number of directors or of the stockholders at any meeting upon proper notice.


 


Adopted as of October 11, 2001.


 


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