**EXHIBIT 3.2**

** **

**CERTIFICATE OF AMENDMENT**

** **

**OF THE BYLAWS OF**

** **

**TUT SYSTEMS, INC.**

** **

Randall K.Gausman, Secretary of Tut Systems, Inc., a Delaware corporation (the“Company”), hereby certifies that Article II, Section 2.14 of the Company’sBylaws was amended at a meeting of its Board of Directors held on April 22,2004 to provide in its entirety as follows:

 

 “2.14 ADVANCENOTICE PROCEDURES

 

(a)  At anannual meeting of the stockholders, only such business shall be conducted asshall have been properly brought before the meeting.  To be properly brought before an annual meeting, business mustbe: (i) specified in the notice of meeting (or any supplement thereto) given byor at the direction of the board of directors, (ii) otherwise properly broughtbefore the meeting by or at the direction of the board of directors, or (iii)otherwise properly brought before the meeting by a stockholder. For business tobe properly brought before an annual meeting by a stockholder, the stockholdermust have given timely notice thereof in writing to the secretary of thecorporation. To be timely, a stockholder’s notice must be delivered to ormailed and received at the principal executive offices of the corporation notless than one hundred twenty (120) calendar days before the one yearanniversary of the date on which the corporation first mailed its proxystatement to stockholders in connection with the previous year’s annual meetingof stockholders; *provided*, *however*, that in the event that no annualmeeting was held in the previous year or the date of the annual meeting hasbeen changed by more than thirty (30) days from the date of the prior year’smeeting, notice by the stockholder to be timely must be so received not laterthan the close of business on the later of one hundred twenty (120) calendardays in advance of such annual meeting and ten (10) calendar days following thedate on which public announcement of the date of the meeting is first made. Astockholder’s notice to the secretary shall set forth as to each matter the stockholderproposes to bring before the annual meeting: (A) a brief description of thebusiness desired to be brought before the annual meeting and the reasons forconducting such business at the annual meeting, (B) the name and address, asthey appear on the corporation’s books, of the stockholder proposing suchbusiness, (C) the class and number of shares of the corporation that arebeneficially owned by the stockholder, (D) any material interest of thestockholder in such business, and (E) any other

 

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information that is required to be provided by thestockholder pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended (the “1934 Act”), in his capacity as a proponent to astockholder proposal. Notwithstanding the foregoing, in order to includeinformation with respect to a stockholder proposal in the proxy statement andform of proxy for a stockholder’s meeting, stockholders must provide notice asrequired by the regulations promulgated under the 1934 Act.  Notwithstanding anything in these bylaws tothe contrary, no business shall be conducted at any annual meeting except inaccordance with the procedures set forth in this paragraph (a). The chairman ofthe annual meeting shall, if the facts warrant, determine and declare at themeeting that business was not properly brought before the meeting and inaccordance with the provisions of this paragraph (a), and, if he should sodetermine, he shall so declare at the meeting that any such business notproperly brought before the meeting shall not be transacted.

 

### (b)  Onlypersons who are nominated in accordance with the procedures set forth in thisparagraph (b) shall be eligible for election as directors. Nominations ofpersons for election to the board of directors of the corporation may be madeat a meeting of stockholders by or at the direction of the board of directorsor by any stockholder of the corporation entitled to vote in the election ofdirectors at the meeting who complies with the notice procedures set forth inthis paragraph (b). Such nominations, other than those made by or at thedirection of the board of directors, shall be made pursuant to timely notice inwriting to the secretary of the corporation in accordance with the provisionsof paragraph (a) of this Section 2.14. Such stockholder’s notice shall setforth (i) as to each person, if any, whom the stockholder proposes to nominatefor election or re-election as a director: (A) the name, age, business addressand residence address of such person, (B) the principal occupation oremployment of such person, (C) the class and number of shares of thecorporation that are beneficially owned by such person, (D) a description ofall arrangements or understandings between the stockholder and each nominee andany other person or persons (naming such person or persons) pursuant to whichthe nominations are to be made by the stockholder, and (E) any otherinformation relating to such person that is required  to be disclosed in solicitations of proxies for elections ofdirectors, or is otherwise required, in each case pursuant to Regulation 14Aunder the 1934 Act (including without limitation such person’s written consentto being named in the proxy statement, if any, as a nominee and to serving as adirector if elected); and (ii) as to such stockholder giving notice, theinformation required to be provided pursuant to paragraph (a) of this Section2.14. At the request of the board of directors, any person nominated by astockholder for election as a director shall furnish to the secretary of thecorporation that information required to be set forth in the stockholder’snotice of nomination which pertains to the nominee. No person shall be eligiblefor election as a director of the corporation unless nominated in accordancewith the procedures set forth in this paragraph (b). The chairman of themeeting shall, if the facts warrant, determine and declare at the meeting thata nomination was not made in accordance with the procedures prescribed by thesebylaws, and if he

###  

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### should so determine, he shall so declare at themeeting, and the defective nomination shall be disregarded.

###  

These provisions shall not prevent the considerationand approval or disapproval at an annual meeting of reports of officers,directors and committees of the board of directors, but in connection therewithno new business shall be acted upon at any such meeting unless stated, filedand received as herein provided.  Notwithstandinganything in these bylaws to the contrary, no business brought before a meetingby a stockholder shall be conducted at an annual meeting except in accordancewith procedures set forth in this Section 2.14.”

 

Randall K. Gausman also hereby certifies that ArticleVI of the Company’s Bylaws were amended at a meeting of its Board of Directorsheld on April 22, 2004 to add new Sections 6.4, 6.5 and 6.6 as follows:

 

“6.4 PREPAYMENT OF EXPENSES

 

The corporation shall pay the expenses incurred by anyofficer or director of the corporation, and may pay the expenses incurred byany employee or agent of the corporation, in defending any proceeding inadvance of its final disposition; *provided, however*, that the payment ofexpenses incurred by a person in advance of the final disposition of theproceeding shall be made only upon receipt of an undertaking by the person torepay all amounts advanced if it should be ultimately determined that theperson is not entitled to be indemnified under this Article VI or otherwise.”

 

“6.5 NON-EXCLUSIVITY OF RIGHTS

 

The rights conferred on any person by this Article VIshall not be exclusive of any other rights which such person may have orhereafter acquire under any statute, provision of the certificate ofincorporation, these bylaws, agreement, vote of stockholders or disinteresteddirectors or otherwise.”

 

“6.6 AMENDMENT OR REPEAL

 

Any repeal or modification of the foregoing provisionsof this Article VI shall not adversely affect any right or protection hereunderof any person in respect of any act or omission occurring prior to the time ofsuch repeal or modification.”

 

Executed this 26th date of April, 2004.

 

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|   | /s/ Randall K. Gausman        |   |
|--------|-------------------------------|--------|
|   |                          |
|   | Randall K. Gausman, Secretary |

 

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**CERTIFICATE OF AMENDMENT**

** **

**OF THE BYLAWS OF**

** **

**TUT SYSTEMS, INC.**

** **

Salvatore D’Auria,Secretary of Tut Systems, Inc., a Delaware corporation (the “Company”), herebycertifies that Article III, Section 3.02 of the Company’s Bylaws was amended ata meeting of its Board of Directors held on October 16, 2001 to provide in itsentirety as follows:

 

“ARTICLEIII

 

DIRECTORS

 

3.02         NUMBER OF DIRECTORS

 

The authorized number of directors of the corporationshall be not less than five nor more nine, with the exact number of authorizeddirectors to be fixed within the foregoing limits by the board of directors orby the shareholders.  The exact numberof the directors shall be fixed at five (5).”

 

Executed this     thdate of January, 2002.

 
|   | /s/ Salvatore D’Auria        |   |
|--------|-----------------------------------|--------|
|   |                              |
|   | Salvatore D’Auria, Secretary |

 

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**BYLAWS**

**OF**

**TUT SYSTEMS, INC.**

(a Delaware corporation)

 

 

**TABLE OF CONTENTS**

 
| ARTICLE I  CORPORATE OFFICES         |                                                        |
|-------------------------------------------|-------------------------------------------------------------|
|                                      |                                                        |   |
| 1.1                                       | REGISTERED OFFICE                                           |   |
| 1.2                                       | OTHER OFFICES                                               |   |
|                                      |                                                        |   |
| ARTICLE II  MEETINGS OF STOCKHOLDERS |                                                        |
|                                      |                                                        |   |
| 2.1                                       | PLACE OF MEETINGS                                           |   |
| 2.2                                       | ANNUAL MEETING                                              |   |
| 2.3                                       | SPECIAL MEETING                                             |   |
| 2.4                                       | NOTICE OF STOCKHOLDERS’ MEETINGS                       |   |
| 2.5                                       | MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE                |   |
| 2.6                                       | QUORUM                                                      |   |
| 2.7                                       | ADJOURNED MEETING; NOTICE                                   |   |
| 2.8                                       | VOTING                                                      |   |
| 2.9                                       | WAIVER OF NOTICE                                            |   |
| 2.10                                      | STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING     |   |
| 2.11                                      | RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS |   |
| 2.12                                      | PROXIES                                                     |   |
| 2.13                                      | LIST OF STOCKHOLDERS ENTITLED TO VOTE                       |   |
| 2.14                                      | NOMINATIONS AND PROPOSALS                                   |   |
|                                      |                                                        |   |
| ARTICLE III  DIRECTORS               |                                                        |
|                                      |                                                        |   |
| 3.1                                       | POWERS                                                      |   |
| 3.2                                       | NUMBER OF DIRECTORS                                         |   |
| 3.3                                       | ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS     |   |
| 3.4                                       | RESIGNATION AND VACANCIES                                   |   |
| 3.5                                       | PLACE OF MEETINGS; MEETINGS BY TELEPHONE                    |   |
| 3.6                                       | FIRST MEETINGS                                              |   |
| 3.7                                       | REGULAR MEETINGS                                            |   |
| 3.8                                       | SPECIAL MEETINGS; NOTICE                                    |   |
| 3.9                                       | QUORUM                                                      |   |
| 3.10                                      | WAIVER OF NOTICE                                            |   |
| 3.11                                      | ADJOURNED MEETING; NOTICE                                   |   |
| 3.12                                      | BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING           |   |
| 3.13                                      | FEES AND COMPENSATION OF DIRECTORS                          |   |
| 3.14                                      | APPROVAL OF LOANS TO OFFICERS                               |   |
| 3.15                                      | REMOVAL OF DIRECTORS                                        |   |

 

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| ARTICLE IV  COMMITTEES           |                                             |
|---------------------------------------|--------------------------------------------------|
|                                  |                                             |   |
| 4.1                                   | COMMITTEES OF DIRECTORS                          |   |
| 4.2                                   | COMMITTEE MINUTES                                |   |
| 4.3                                   | MEETINGS AND ACTION OF COMMITTEES                |   |
|                                  |                                             |   |
| ARTICLE V  OFFICERS              |                                             |
|                                  |                                             |   |
| 5.1                                   | OFFICERS                                         |   |
| 5.2                                   | ELECTION OF OFFICERS                             |   |
| 5.3                                   | SUBORDINATE OFFICERS                             |   |
| 5.4                                   | REMOVAL AND RESIGNATION OF OFFICERS              |   |
| 5.5                                   | VACANCIES IN OFFICES                             |   |
| 5.6                                   | CHAIRMAN OF THE BOARD                            |   |
| 5.7                                   | PRESIDENT                                        |   |
| 5.8                                   | VICE PRESIDENT                                   |   |
| 5.9                                   | SECRETARY                                        |   |
| 5.10                                  | TREASURER                                        |   |
| 5.11                                  | ASSISTANT SECRETARY                              |   |
| 5.12                                  | ASSISTANT TREASURER                              |   |
| 5.13                                  | AUTHORITY AND DUTIES OF OFFICERS                 |   |
|                                  |                                             |   |
| ARTICLE VI  INDEMNITY            |                                             |
|                                  |                                             |   |
| 6.1                                   | INDEMNIFICATION OF DIRECTORS AND OFFICERS        |   |
| 6.2                                   | INDEMNIFICATION OF OTHERS                        |   |
| 6.3                                   | INSURANCE                                        |   |
|                                  |                                             |   |
| ARTICLE VII  RECORDS AND REPORTS |                                             |
|                                  |                                             |   |
| 7.1                                   | MAINTENANCE AND INSPECTION OF RECORDS            |   |
| 7.2                                   | INSPECTION BY DIRECTORS                          |   |
| 7.3                                   | ANNUAL STATEMENT TO STOCKHOLDERS                 |   |
| 7.4                                   | REPRESENTATION OF SHARES OF OTHER CORPORATIONS   |   |
|                                  |                                             |   |
| ARTICLE VIII  GENERAL MATTERS    |                                             |
|                                  |                                             |   |
| 8.1                                   | CHECKS                                           |   |
| 8.2                                   | EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS |   |
| 8.3                                   | STOCK CERTIFICATES; PARTLY PAID SHARES           |   |
| 8.4                                   | SPECIAL DESIGNATION ON CERTIFICATES              |   |
| 8.5                                   | LOST CERTIFICATES                                |   |
| 8.6                                   | CONSTRUCTION; DEFINITIONS                        |   |
| 8.7                                   | DIVIDENDS                                        |   |
| 8.8                                   | FISCAL YEAR                                      |   |
| 8.9                                   | SEAL                                             |   |
| 8.10                                  | TRANSFER OF STOCK                                |   |
| 8.11                                  | STOCK TRANSFER AGREEMENTS                        |   |
| 8.12                                  | REGISTERED STOCKHOLDERS                          |   |

 

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| ARTICLE IX  AMENDMENTS |                                        |
|-----------------------------|---------------------------------------------|
|                        |                                        |   |
| ARTICLE X  DISSOLUTION |                                        |
|                        |                                        |   |
| ARTICLE XI  CUSTODIAN  |                                        |
|                        |                                        |   |
| 11.1                        | APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES |   |
| 11.2                        | DUTIES OF CUSTODIAN                         |   |

 

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**BYLAWS**

 

**OF**

 

**TUT SYSTEMS, INC.**

 

(a Delaware corporation)

 

**ARTICLEI**

**CORPORATE OFFICES**

 

1.1 REGISTERED OFFICE

 

Theaddress of the corporation’s registered office in the State of Delaware is 1209Orange Street, Wilmington, Delaware 19801, County of New Castle. The name ofits registered agent at such address is The Corporation Trust Company.

 

1.2 OTHER OFFICES

 

Theboard of directors may at any time establish other offices at any place orplaces where the corporation is qualified to do business.

 

**ARTICLEII**

**MEETINGS OF STOCKHOLDERS**

 

2.1 PLACE OF MEETINGS

 

Meetingsof stockholders shall be held at any place, within or outside the State ofDelaware, designated by the board of directors. In the absence of any suchdesignation, stockholders’ meetings shall be held at the registered office ofthe corporation.

 

2.2 ANNUAL MEETING

 

Theannual meeting of stockholders shall be held each year on a date and at a timedesignated by the board of directors. At the meeting, directors shall beelected and any other proper business may be transacted.

 

2.3 SPECIAL MEETING

 

Aspecial meeting of the stockholders may be called at any time by the board ofdirectors, or by the chairman of the board, or by the president.

 

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2.4 NOTICE OF STOCKHOLDERS’MEETINGS

 

Allnotices of meetings with stockholders shall be in writing and shall be sent orotherwise given in accordance with Section 2.5 of these bylaws not less thanten (10) nor more than sixty (60) days before the date of the meeting to eachstockholder entitled to vote at such meeting. The notice shall specify theplace, date, and hour of the meeting, and, in the case of a special meeting,the purpose or purposes for which the meeting is called.

 

2.5 MANNER OFGIVING NOTICE; AFFIDAVIT OF NOTICE

 

Writtennotice of any meeting of stockholders, if mailed, is given when deposited inthe United States mail, postage prepaid, directed to the stockholder at hisaddress as it appears on the records of the corporation. An affidavit of thesecretary or an assistant secretary or of the transfer agent of the corporationthat the notice has been given shall, in the absence of fraud, be prima facie evidenceof the facts stated therein.

 

2.6 QUORUM

 

Theholders of a majority of the stock issued and outstanding and entitled to votethereat, present in person or represented by proxy, shall constitute a quorumat all meetings of the stockholders for the transaction of business except asotherwise provided by statute or by the certificate of incorporation. If,however, such quorum is not present or represented at any meeting of thestockholders, then the stockholders entitled to vote thereat, present in personor represented by proxy, shall have power to adjourn the meeting from time totime, without notice other than announcement at the meeting, until a quorum ispresent or represented. At such adjourned meeting at which a quorum is presentor represented, any business may be transacted that might have been transactedat the meeting as originally noticed.

 

2.7 ADJOURNED MEETING; NOTICE

 

Whena meeting is adjourned to another time or place, unless these bylaws otherwiserequire, notice need not be given of the adjourned meeting if the time andplace thereof are announced at the meeting at which the adjournment is taken.At the adjourned meeting the corporation may transact any business that mighthave been transacted at the original meeting. If the adjournment is for morethan thirty (30) days, or if after the adjournment a new record date is fixedfor the adjourned meeting, a notice of the adjourned meeting shall be given toeach stockholder of record entitled to vote at the meeting.

 

2.8 VOTING

 

Thestockholders entitled to vote at any meeting of stockholders shall bedetermined in accordance with the provisions

 

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ofSection 2.11 of these bylaws, subject to the provisions of Sections 217 and 218of the General Corporation Law of Delaware (relating to voting rights offiduciaries, pledgors and joint owners of stock and to voting trusts and othervoting agreements).

 

2.9 WAIVER OF NOTICE

 

Whenevernotice is required to be given under any provision of the General CorporationLaw of Delaware or of the certificate of incorporation or these bylaws, awritten waiver thereof, signed by the person entitled to notice, whether beforeor after the time stated therein, shall be deemed equivalent to notice.Attendance of a person at a meeting shall constitute a waiver of notice of suchmeeting, except when the person attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened. Neither the business tobe transacted at, nor the purpose of, any regular or special meeting of thestockholders need be specified in any written waiver of notice unless sorequired by the certificate of incorporation or these bylaws.

 

2.10 STOCKHOLDER ACTION BY WRITTEN CONSENTWITHOUT A MEETING 

 

Unlessotherwise provided in the certificate of incorporation, any action required bythis chapter to be taken at any annual or special meeting of stockholders ofthe corporation, or any action that may be taken at any annual or specialmeeting of such stockholders, may be taken without a meeting, without priornotice, and without a vote if a consent in writing, setting forth the action sotaken, is signed by the holders of outstanding stock having not less than theminimum number of votes that would be necessary to authorize or take suchaction at a meeting at which all shares entitled to vote thereon were presentand voted.

 

Prompt notice of the taking ofthe corporate action without a meeting by less than unanimous written consentshall be given to those stockholders who have not consented in writing. If theaction which is consented to is such as would have required the filing of acertificate under any section of the General Corporation Law of Delaware ifsuch action had been voted on by stockholders at a meeting thereof, then thecertificate filed under such section shall state, in lieu of any statementrequired by such section concerning any vote of stockholders, that writtennotice and written consent have been given as provided in Section 228 of theGeneral Corporation Law of Delaware.

 

In the event of the delivery,in the manner provided hereby, to the corporation of the requisite writtenconsent or consents to take corporate action and/or any related revocation orrevocations, the corporation may engage independent inspectors of elections forthe purpose of performing promptly a ministerial review of the validity of theconsents and revocations. For the purpose of permitting the inspectors toperform such review, in the event such inspectors are appointed, no action bywritten consent without a meeting shall be effective until such date as suchappointed independent inspectors certify to the corporation that the consentsdelivered to the corporation in accordance herewith represent at least theminimum number of votes that would be

 

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necessary to take the corporateaction. Nothing contained in these Bylaws shall in any way be construed to suggestor imply that the board of directors or any stockholder shall not be entitledto contest the validity of any consent or revocation thereof, whether before orafter any certification by any independent inspectors, or to take any otheraction (including, without limitation, the commencement, prosecution or defenseof any litigation with respect thereto, and the seeking of injunctive relief insuch litigation).

 

Every written consent shallbear the date of signature of each stockholder who signs the consent and nowritten consent shall be effective to take the corporate action referred totherein unless, within sixty (60) days of the earliest dated written consentreceived in accordance herewith, a written consent or consents signed by asufficient number of holders to take such action are delivered to thecorporation in the manner prescribed herein.

 

2.11 RECORD DATE FOR STOCKHOLDER NOTICE;VOTING; GIVING CONSENTS 

 

(a)Actions other than Written Consent. For the purpose of determining thestockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, or entitled to receive payment of any dividend orother distribution or the allotment of any rights, or entitled to exercise anyrights in respect of any change, conversion, or exchange of stock, or otherlawful purpose (other than the expression of consent to corporate action inwriting without a meeting) the directors may fix, in advance, a record date,which, in the case of a meeting of stockholders, shall not be more than 60 daysnor less than 10 days before the date of such meeting. If no record date isfixed, the record date for determining stockholders entitled to notice of or tovote at a meeting of stockholders shall be at the close of business on the daynext preceding the day on which notice is given, or, if notice is waived, atthe close of business on the day next preceding the day on which the meeting isheld and the record date for determining stockholders for any other purposepursuant to this Section 2.11(a) shall be at the close of business on the dayon which the board of directors adopts the resolution relating thereto. Adetermination of stockholders of record entitled to notice of or to vote at anymeeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the board of directors may fix a new record date forthe adjourned meeting.

 

(b) Action by Written Consent.In order that the corporation may determine the stockholders entitled toconsent to corporate action in writing without a meeting, the board ofdirectors 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 ofdirectors. Any stockholder of record seeking to have the stockholders authorizeor take corporate action by written consent shall, by written notice to thesecretary, request the board of directors to fix a record date. The board ofdirectors may, at any time within ten (10) days after the date on which such arequest is

 

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received, adopt a resolutionfixing the record date (unless a record date has previously been fixed by thefirst sentence of this Section 2.11(b)). If no record date has been fixed bythe board of directors pursuant to the first sentence of this Section 2.11(b)or otherwise within ten (10) days of the date on which such a request isreceived, the record date for determining stockholders entitled to consent tocorporate action in writing without a meeting, when no prior action by theboard of directors is required by applicable law, shall be the first date onwhich a signed written consent setting forth the action taken or proposed to betaken is delivered to the corporation by delivery to its registered office inDelaware, its principal place of business, or to any officer or agent of thecorporation having custody of the book in which proceedings of meetings ofstockholders are recorded. Delivery shall be by hand or by certified orregistered mail, return receipt requested. If no record date has been fixed bythe board of directors and prior action by the board of directors is requiredby applicable law, the record date for determining stockholders entitled toconsent to corporate action in writing without a meeting shall be at the closeof business on the date on which the board of directors adopts the resolutiontaking such prior action.

 

2.12 PROXIES

 

Eachstockholder entitled to vote at a meeting of stockholders or to express consentor dissent to corporate action in writing without a meeting may authorizeanother person or persons to act for him by a written proxy, signed by thestockholder and filed with the secretary of the corporation, but no such proxyshall be voted or acted upon after three (3) years from its date, unless theproxy provides for a longer period. A proxy shall be deemed signed if thestockholder’s name is placed on the proxy (whether by manual signature,typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’sattorney-in-fact. The revocability of a proxy that states on its face that itis irrevocable shall be governed by the provisions of Section 212(c) of theGeneral Corporation Law of Delaware.

 

2.13 LIST OFSTOCKHOLDERS ENTITLED TO VOTE

 

Theofficer who has charge of the stock ledger of the corporation shall prepare andmake, at least ten (10) days before every meeting of stockholders, a completelist of the stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each stockholder and the numberof shares registered in the name of each stockholder. Such list shall be opento the examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten (10) days prior tothe 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 sospecified, at the place where the meeting is to be held. The list shall also beproduced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present.

 

2.14 NOMINATIONS ANDPROPOSALS

 

Nominationsof persons for election to the board of directors of the corporation and theproposal of business to be considered by the stockholders may be made at anymeeting of stockholders only (a) pursuant to the corporation’s notice ofmeeting, (b) by or at the direction of the board of directors or (c) by anystockholder of the corporation who was a

 

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stockholderof record at the time of giving of notice provided for in these bylaws, who isentitled to vote at the meeting and who complies with the notice procedures setforth in this Section 2.14.

 

For nominations or otherbusiness to be properly brought before a stockholders meeting by a stockholderpursuant to clause (c) of the preceding sentence, the stockholder must havegiven timely notice thereof in writing to the secretary of the corporation andsuch other business must otherwise be a proper matter for stockholder action.To be timely, a stockholder’s notice shall be delivered to the secretary at theprincipal executive offices of the corporation not later than the close ofbusiness on the 60th day nor earlier than the close of business on the 90th dayprior to the meeting; provided, however, that in the event that less than 65days notice of the meeting is given to stockholders, notice by the stockholderto be timely must be so delivered not earlier than the close of business on theseventh (7th) day following the day on which the notice of meeting was mailed.In no event shall the public announcement of an adjournment of a stockholdersmeeting commence a new time period for the giving of a stockholder’s notice asdescribed above. Such stockholder’s notice shall set forth (a) as to eachperson whom the stockholder proposes to nominate for election or reelection asa director all information relating to such person that is required to bedisclosed in solicitations of proxies for election of directors in an electioncontest, or is otherwise required, in each case pursuant to Regulation 14Aunder the Securities Exchange Act of 1934, as amended (or any successorthereto) and Rule 14a-11 thereunder (or any successor thereto) (including suchperson’s written consent to being named in the proxy statement as a nominee andto serving as a director if elected); (b) as to any other business that thestockholder proposes to bring before the meeting, a brief description of thebusiness desired to be brought before the meeting, the reasons for conductingsuch business at the meeting and any material interest in such business of suchstockholder and the beneficial owner, if any, on whose behalf the proposal ismade; and (c) as to the stockholder giving the notice and the beneficial owner,if any, on whose behalf the nomination or proposal is made (I) the name andaddress of such stockholder, as they appear on the corporation’s books, and ofsuch beneficial owner, and (ii) the class and number of shares of thecorporation which are owned beneficially and of record by such stockholder andsuch beneficial owner. Notwithstanding any provision herein to the contrary, nobusiness shall be conducted at a stockholders meeting except in accordance withthe procedures set forth in this Section 2.14.

 

**ARTICLEIII**

**DIRECTORS**

 

3.1 POWERS

 

Subjectto the provisions of the General Corporation Law of Delaware and anylimitations in the certificate of incorporation or these bylaws relating toaction required to be approved by the stockholders or by the outstandingshares, the business and affairs of the corporation shall be managed and allcorporate powers shall be exercised by or under the direction of the board ofdirectors.

 

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3.2 NUMBER OF DIRECTORS

 

Theauthorized number of directors shall be nine (9). This number may be changed bya duly adopted amendment to the certificate of incorporation or by an amendmentto this bylaw adopted by the vote or written consent of the holders of amajority of the stock issued and outstanding and entitled to vote or byresolution of a majority of the board of directors.

 

Noreduction of the authorized number of directors shall have the effect ofremoving any director before that director’s term of office expires.

 

3.3 ELECTION,QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

 

Except as provided in thecertificate of incorporation and Section 3.4 of these bylaws, directors shallbe elected at each annual meeting of stockholders to hold office until the nextannual meeting. Directors need not be stockholders unless so required by thecertificate of incorporation or these bylaws, wherein other qualifications fordirectors may be prescribed. Each director, including a director elected tofill a vacancy, shall hold office until his successor is elected and qualifiedor until his earlier resignation or removal.

 

Elections of directors need notbe by written ballot.

 

3.4 RESIGNATION AND VACANCIES

 

Anydirector may resign at any time upon written notice to the corporation. Whenone or more directors so resigns and the resignation is effective at a futuredate, a majority of the directors then in office, including those who have soresigned, shall have power to fill such vacancy or vacancies, the vote thereonto take effect when such resignation or resignations shall become effective,and each director so chosen shall hold office as provided in this section inthe filling of other vacancies.

 

Unlessotherwise provided in the certificate of incorporation or these bylaws:

 

(a)Vacancies and newly created directorships resulting from any increase in theauthorized number of directors elected by all of the stockholders having theright to vote as a single class may be filled by a majority of the directorsthen in office, although less than a quorum, or by a sole remaining director.

 

(b) Whenever the holders of anyclass or classes of stock or series thereof are entitled to elect one or moredirectors by the provisions of the certificate of incorporation, vacancies andnewly created directorships of such class or classes or series may be filled bya majority of the directors elected by such class or classes or series thereofthen in office, or by a sole remaining director so elected.

 

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If at any time, by reason ofdeath or resignation or other cause, the corporation should have no directorsin office, then any officer or any stockholder or an executor, administrator,trustee or guardian of a stockholder, or other fiduciary entrusted with likeresponsibility for the person or estate of a stockholder, may call a specialmeeting of stockholders in accordance with the provisions of the certificate ofincorporation or these bylaws, or may apply to the Court of Chancery for adecree summarily ordering an election as provided in Section 211 of the GeneralCorporation Law of Delaware.

 

If,at the time of filling any vacancy or any newly created directorship, thedirectors then in office constitute less than a majority of the whole board (asconstituted immediately prior to any such increase), then the Court of Chancerymay, upon application of any stockholder or stockholders holding at least ten(10) percent of the total number of the shares at the time outstanding havingthe right to vote for such directors, summarily order an election to be held tofill any such vacancies or newly created directorships, or to replace thedirectors chosen by the directors then in office as aforesaid, which electionshall be governed by the provisions of Section 211 of the General CorporationLaw of Delaware as far as applicable.

 

3.5 PLACE OFMEETINGS; MEETINGS BY TELEPHONE

 

Theboard of directors of the corporation may hold meetings, both regular andspecial, either within or outside the State of Delaware.

 

Unlessotherwise restricted by the certificate of incorporation or these bylaws,members of the board of directors, or any committee designated by the board ofdirectors, may participate in a meeting of the board of directors, or anycommittee, by means of conference telephone or similar communications equipmentby means of which all persons participating in the meeting can hear each other,and such participation in a meeting shall constitute presence in person at themeeting.

 

3.6 FIRST MEETINGS

 

Thefirst meeting of each newly elected board of directors shall be held at suchtime and place as shall be fixed by the vote of the stockholders at the annualmeeting and no notice of such meeting shall be necessary to the newly electeddirectors in order legally to constitute the meeting, provided a quorum shallbe present. In the event of the failure of the stockholders to fix the time orplace of such first meeting of the newly elected board of directors, or in theevent such meeting is not held at the time and place so fixed by thestockholders, the meeting may be held at such time and place as shall bespecified in a notice given as hereinafter provided for special meetings of theboard of directors, or as shall be specified in a written waiver signed by allof the directors.

 

3.7 REGULAR MEETINGS

 

Regularmeetings of the board of directors may be held without notice at such time andat such place as shall from time to time be determined by the board.

 

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3.8 SPECIAL MEETINGS; NOTICE

 

Specialmeetings of the board of directors for any purpose or purposes may be called atany time by the chairman of the board, the president, any vice president, thesecretary or any two (2) directors.

 

Noticeof the time and place of special meetings shall be delivered personally or bytelephone to each director or sent by first-class mail or telegram, chargesprepaid, addressed to each director at that director’s address as it is shownon the records of the corporation. If the notice is mailed, it shall bedeposited in the United States mail at least four (4) days before the time ofthe holding of the meeting. If the notice is delivered personally or bytelephone or by telegram, it shall be delivered personally or by telephone orto the telegraph company at least forty-eight (48) hours before the time of theholding of the meeting. Any oral notice given personally or by telephone may becommunicated either to the director or to a person at the office of thedirector who the person giving the notice has reason to believe will promptlycommunicate it to the director. The notice need not specify the purpose or theplace of the meeting, if the meeting is to be held at the principal executiveoffice of the corporation.

 

3.9 QUORUM

 

Atall meetings of the board of directors, a majority of the authorized number ofdirectors shall constitute a quorum for the transaction of business and the actof a majority of the directors present at any meeting at which there is aquorum shall be the act of the board of directors, except as may be otherwisespecifically provided by statute or by the certificate of incorporation. If aquorum is not present at any meeting of the board of directors, then thedirectors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum is present.

 

3.10 WAIVER OF NOTICE

 

Whenevernotice is required to be given under any provision of the General CorporationLaw of Delaware or of the certificate of incorporation or these bylaws, awritten waiver thereof, signed by the person entitled to notice, whether beforeor after the time stated therein, shall be deemed equivalent to notice.Attendance of a person at a meeting shall constitute a waiver of notice of suchmeeting, except when the person attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened. Neither the business tobe transacted at, nor the purpose of, any regular or special meeting of thedirectors, or members of a committee of directors, need be specified in anywritten waiver of notice unless so required by the certificate of incorporationor these bylaws.

 

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3.11 ADJOURNED MEETING; NOTICE

 

Ifa quorum is not present at any meeting of the board of directors, then thedirectors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum is present.

 

3.12 BOARD ACTIONBY WRITTEN CONSENT WITHOUT A MEETING

 

Unlessotherwise restricted by the certificate of incorporation or these bylaws, any actionrequired or permitted to be taken at any meeting of the board of directors, orof any committee thereof, may be taken without a meeting if all members of theboard or committee, as the case may be, consent thereto in writing and thewriting or writings are filed with the minutes of proceedings of the board orcommittee.

 

3.13 FEES ANDCOMPENSATION OF DIRECTORS

 

Unlessotherwise restricted by the certificate of incorporation or these bylaws, theboard of directors shall have the authority to fix the compensation ofdirectors.

 

3.14 APPROVAL OF LOANS TOOFFICERS

 

Thecorporation may lend money to, or guarantee any obligation of, or otherwiseassist any officer or other employee of the corporation or of its subsidiary,including any officer or employee who is a director of the corporation or itssubsidiary, whenever, in the judgment of the directors, such loan, guaranty orassistance may reasonably be expected to benefit the corporation. The loan,guaranty or other assistance may be with or without interest and may beunsecured, or secured in such manner as the board of directors shall approve,including, without limitation, a pledge of shares of stock of the corporation.Nothing contained in this section shall be deemed to deny, limit or restrictthe powers of guaranty or warranty of the corporation at common law or underany statute.

 

3.15 REMOVAL OF DIRECTORS

 

Unlessotherwise restricted by statute, by the certificate of incorporation or bythese bylaws, any director or the entire board of directors may be removed,with or without cause, by the holders of a majority of the shares then entitledto vote at an election of directors.

 

Noreduction of the authorized number of directors shall have the effect ofremoving any director prior to the expiration of such director’s term ofoffice.

 

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**ARTICLEIV**

**COMMITTEES**

 

4.1 COMMITTEES OF DIRECTORS

 

Theboard of directors may, by resolution passed by a majority of the whole board,designate one or more committees, with each committee to consist of one or moreof the directors of the corporation. The board may designate one or moredirectors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee. In the absence ordisqualification of a member of a committee, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not he orthey constitute a quorum, may unanimously appoint another member of the boardof directors to act at the meeting in the place of any such absent ordisqualified member. Any such committee, to the extent provided in theresolution of the board of directors or in the bylaws of the corporation, shallhave and may exercise all the powers and authority of the board of directors inthe management of the business and affairs of the corporation, and mayauthorize the seal of the corporation to be affixed to all papers that mayrequire it; but no such committee shall have the power or authority to (I) amendthe certificate of incorporation (except that a committee may, to the extentauthorized in the resolution or resolutions providing for the issuance ofshares of stock adopted by the board of directors as provided in Section 151(a)of the General Corporation Law of Delaware, fix any of the preferences orrights of such shares relating to dividends, redemption, dissolution, anydistribution of assets of the corporation or the conversion into, or theexchange of such shares for, shares of any other class or classes or any otherseries of the same or any other class or classes of stock of the corporation),(ii) adopt an agreement of merger or consolidation under Sections 251 or 252 ofthe General Corporation Law of Delaware, (iii) recommend to the stockholdersthe sale, lease or exchange of all or substantially all of the corporation’sproperty and assets, (iv) recommend to the stockholders a dissolution of thecorporation or a revocation of a dissolution, or (v) amend the bylaws of thecorporation; and, unless the board resolution establishing the committee, thebylaws or the certificate of incorporation expressly so provide, no suchcommittee shall have the power or authority to declare a dividend, to authorizethe issuance of stock, or to adopt a certificate of ownership and mergerpursuant to Section 253 of the General Corporation Law of Delaware.

 

4.2 COMMITTEE MINUTES

 

Eachcommittee shall keep regular minutes of its meetings and report the same to theboard of directors when required.

 

4.3 MEETINGS AND ACTIONOF COMMITTEES

 

Meetings and actions ofcommittees shall be governed by, and held and taken in accordance with, theprovisions of Article III of these bylaws, Section 3.5 (place of meetings andmeetings by telephone), Section 3.7 (regular meetings), Section 3.8 (special

 

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meetings and notice), Section3.9 (quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment andnotice of adjournment), and Section 3.12 (action without a meeting), with suchchanges in the context of those bylaws as are necessary to substitute thecommittee and its members for the board of directors and its members; provided,however, that the time of regular meetings of committees may also be called byresolution of the board of directors and that notice of special meetings ofcommittees shall also be given to all alternate members, who shall have theright to attend all meetings of the committee. The board of directors may adoptrules for the government of any committee not inconsistent with the provisionsof these bylaws.

 

**ARTICLEV**

**OFFICERS**

 

5.1 OFFICERS

 

Theofficers of the corporation shall be a president, one or more vice presidents,a secretary, and a treasurer. The corporation may also have, at the discretionof the board of directors, a chairman of the board, one or more assistant vicepresidents, assistant secretaries, assistant treasurers, and any such otherofficers as may be appointed in accordance with the provisions of Section 5.3of these bylaws. Any number of offices may be held by the same person.

 

5.2 ELECTION OF OFFICERS

 

Theofficers of the corporation, except such officers as may be appointed inaccordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall bechosen by the board of directors, subject to the rights, if any, of an officerunder any contract of employment.

 

5.3 SUBORDINATE OFFICERS

 

Theboard of directors may appoint, or empower the president to appoint, such otherofficers and agents as the business of the corporation may require, each ofwhom shall hold office for such period, have such authority, and perform suchduties as are provided in these bylaws or as the board of directors may fromtime to time determine.

 

5.4 REMOVAL ANDRESIGNATION OF OFFICERS

 

Subjectto the rights, if any, of an officer under any contract of employment, anyofficer may be removed, either with or without cause, by an affirmative vote ofthe majority of the board of directors at any regular or special meeting of theboard or, except in the case of an officer chosen by the board of directors, byany officer upon whom such power of removal may be conferred by the board ofdirectors.

 

Anyofficer may resign at any time by giving written notice to the corporation. Anyresignation shall take effect at the date of the receipt of that notice or atany later time specified in that notice; and, unless otherwise specified inthat notice, the acceptance of

 

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theresignation shall not be necessary to make it effective. Any resignation iswithout prejudice to the rights, if any, of the corporation under any contractto which the officer is a party.

 

5.5 VACANCIES IN OFFICES

 

Anyvacancy occurring in any office of the corporation shall be filled by the boardof directors.

 

5.6 CHAIRMAN OF THE BOARD

 

Thechairman of the board, if such an officer be elected, shall, if present,preside at meetings of the board of directors and exercise and perform suchother powers and duties as may from time to time be assigned to him by theboard of directors or as may be prescribed by these bylaws. If there is nopresident, then the chairman of the board shall also be the chief executiveofficer of the corporation and shall have the powers and duties prescribed inSection 5.7 of these bylaws.

 

5.7 PRESIDENT

 

Subjectto such supervisory powers, if any, as may be given by the board of directorsto the chairman of the board, if there be such an officer, the president shallbe the chief executive officer of the corporation and shall, subject to thecontrol of the board of directors, have general supervision, direction, andcontrol of the business and the officers of the corporation. He shall presideat all meetings of the stockholders and, in the absence or nonexistence of achairman of the board, at all meetings of the board of directors. He shall havethe general powers and duties of management usually vested in the office ofpresident of a corporation and shall have such other powers and duties as maybe prescribed by the board of directors or these bylaws.

 

5.8 VICE PRESIDENT

 

Inthe absence or disability of the president, the vice presidents, if any, inorder of their rank as fixed by the board of directors or, if not ranked, avice president designated by the board of directors, shall perform all theduties of the president and when so acting shall have all the powers of, and besubject to all the restrictions upon, the president. The vice presidents shallhave such other powers and perform such other duties as from time to time maybe prescribed for them respectively by the board of directors, these bylaws,the president or the chairman of the board.

 

5.9 SECRETARY

 

Thesecretary shall keep or cause to be kept, at the principal executive office ofthe corporation or such other place as the board of directors may direct, abook of minutes of all meetings and actions of directors, committees ofdirectors, and stockholders. The minutes shall show the time and place of eachmeeting, whether regular or special (and, if

 

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special,how authorized and the notice given), the names of those present at directors’meetings or committee meetings, the number of shares present or represented atstockholders’ meetings, and the proceedings thereof.

 

The secretary shall keep, orcause to be kept, at the principal executive office of the corporation or atthe office of the corporation’s transfer agent or registrar, as determined byresolution of the board of directors, a share register, or a duplicate share register,showing the names of all stockholders and their addresses, the number andclasses of shares held by each, the number and date of certificates evidencingsuch shares, and the number and date of cancellation of every certificatesurrendered for cancellation.

 

Thesecretary shall give, or cause to be given, notice of all meetings of thestockholders and of the board of directors required to be given by law or bythese bylaws. He shall keep the seal of the corporation, if one be adopted, insafe custody and shall have such other powers and perform such other duties asmay be prescribed by the board of directors or by these bylaws.

 

5.10 TREASURER

 

Thetreasurer shall keep and maintain, or cause to be kept and maintained, adequateand correct books and records of accounts of the properties and businesstransactions of the corporation, including accounts of its assets, liabilities,receipts, disbursements, gains, losses, capital, retained earnings, and shares.The books of account shall at all reasonable times be open to inspection by anydirector.

 

Thetreasurer shall deposit all money and other valuables in the name and to thecredit of the corporation with such depositaries as may be designated by theboard of directors. He shall disburse the funds of the corporation as may beordered by the board of directors, shall render to the president and directors,whenever they request it, an account of all of his transactions as treasurerand of the financial condition of the corporation, and shall have such otherpowers and perform such other duties as may be prescribed by the board ofdirectors or these bylaws.

 

5.11 ASSISTANT SECRETARY

 

Theassistant secretary, or, if there is more than one, the assistant secretariesin the order determined by the stockholders or board of directors (or if therebe no such determination, then in the order of their election) shall, in theabsence of the secretary or in the event of his or her inability or refusal toact, perform the duties and exercise the powers of the secretary and shallperform such other duties and have such other powers as the board of directorsor the stockholders may from time to time prescribe.

 

5.12 ASSISTANT TREASURER

 

Theassistant treasurer, or, if there is more than one, the assistant treasurers,in the order determined by the stockholders or board of directors (or if therebe no such

 

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determination,then in the order of their election), shall, in the absence of the treasurer orin the event of his or her inability or refusal to act, perform the duties andexercise the powers of the treasurer and shall perform such other duties andhave such other powers as the board of directors or the stockholders may fromtime to time prescribe.

 

5.13 AUTHORITY AND DUTIES OFOFFICERS

 

Inaddition to the foregoing authority and duties, all officers of the corporationshall respectively have such authority and perform such duties in themanagement of the business of the corporation as may be designated from time totime by the board of directors or the stockholders.

 

**ARTICLEVI**

**INDEMNITY**

 

6.1 INDEMNIFICATIONOF DIRECTORS AND OFFICERS

 

Thecorporation shall, to the maximum extent and in the manner permitted by theGeneral Corporation Law of Delaware, indemnify each of its directors andofficers against expenses (including attorneys’ fees), judgments, fines,settlements, and other amounts actually and reasonably incurred in connectionwith any proceeding, arising by reason of the fact that such person is or wasan agent of the corporation. For purposes of this Section 6.1, a “director” or“officer” of the corporation includes any person (I) who is or was a directoror officer of the corporation, (ii) who is or was serving at the request of thecorporation as a director or officer of another corporation, partnership, jointventure, trust or other enterprise, or (iii) who was a director or officer of acorporation which was a predecessor corporation of the corporation or ofanother enterprise at the request of such predecessor corporation.

 

6.2 INDEMNIFICATION OF OTHERS

 

Thecorporation shall have the power, to the extent and in the manner permitted bythe General Corporation Law of Delaware, to indemnify each of its employees andagents (other than directors and officers) against expenses (includingattorneys’ fees), judgments, fines, settlements, and other amounts actually andreasonably incurred in connection with any proceeding, arising by reason of thefact that such person is or was an agent of the corporation. For purposes ofthis Section 6.2, an “employee” or “agent” of the corporation (other than adirector or officer) includes any person (I) who is or was an employee or agentof the corporation, (ii) who is or was serving at the request of thecorporation as an employee or agent of another corporation, partnership, jointventure, trust or other enterprise, or (iii) who was an employee or agent of acorporation which was a predecessor corporation of the corporation or ofanother enterprise at the request of such predecessor corporation.

 

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6.3 INSURANCE

 

The corporation may purchaseand maintain insurance on behalf of any person who is or was a director,officer, employee or agent of the corporation, or is or was serving at therequest of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against anyliability asserted against him and incurred by him in any such capacity, orarising out of his status as such, whether or not the corporation would havethe power to indemnify him against such liability under the provisions of theGeneral Corporation Law of Delaware.

 

**ARTICLEVII**

**RECORDS AND REPORTS**

 

7.1 MAINTENANCE ANDINSPECTION OF RECORDS

 

Thecorporation shall, either at its principal executive office or at such place orplaces as designated by the board of directors, keep a record of itsstockholders listing their names and addresses and the number and class ofshares held by each stockholder, a copy of these bylaws as amended to date,accounting books, and other records.

 

Anystockholder of record, in person or by attorney or other agent, shall, uponwritten demand under oath stating the purpose thereof, have the right duringthe usual hours for business to inspect for any proper purpose thecorporation’s stock ledger, a list of its stockholders, and its other books andrecords and to make copies or extracts therefrom. A proper purpose shall mean apurpose reasonably related to such person’s interest as a stockholder. In everyinstance where an attorney or other agent is the person who seeks the right toinspection, the demand under oath shall be accompanied by a power of attorneyor such other writing that authorizes the attorney or other agent to so act onbehalf of the stockholder. The demand under oath shall be directed to thecorporation at its registered office in Delaware or at its principal place ofbusiness.

 

Theofficer who has charge of the stock ledger of the corporation shall prepare andmake, at least ten (10) days before every meeting of stockholders, a completelist of the stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each stockholder and the numberof shares registered in the name of each stockholder. Such list shall be opento the examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten (10) days prior tothe 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 sospecified, at the place where the meeting is to be held. The list shall also beproduced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present.

 

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7.2 INSPECTION BY DIRECTORS

 

Any director shall have theright to examine the corporation’s stock ledger, a list of its stockholders,and its other books and records for a purpose reasonably related to hisposition as a director. The Court of Chancery is hereby vested with theexclusive jurisdiction to determine whether a director is entitled to theinspection sought. The Court may summarily order the corporation to permit thedirector to inspect any and all books and records, the stock ledger, and thestock list and to make copies or extracts therefrom. The Court may, in itsdiscretion, prescribe any limitations or conditions with reference to theinspection, or award such other and further relief as the Court may deem justand proper.

 

7.3 ANNUAL STATEMENT TOSTOCKHOLDERS

 

Theboard of directors shall present at each annual meeting, and at any specialmeeting of the stockholders when called for by vote of the stockholders, a fulland clear statement of the business and condition of the corporation.

 

7.4 REPRESENTATIONOF SHARES OF OTHER CORPORATIONS

 

Thechairman of the board, the president, any vice president, the treasurer, thesecretary or assistant secretary of this corporation, or any other personauthorized by the board of directors or the president or a vice president, isauthorized to vote, represent, and exercise on behalf of this corporation allrights incident to any and all shares of any other corporation or corporationsstanding in the name of this corporation. The authority granted herein may beexercised either by such person directly or by any other person authorized todo so by proxy or power of attorney duly executed by such person having theauthority.

 

**ARTICLEVIII**

**GENERAL MATTERS**

 

8.1 CHECKS

 

Fromtime to time, the board of directors shall determine by resolution which personor persons may sign or endorse all checks, drafts, other orders for payment ofmoney, notes or other evidences of indebtedness that are issued in the name ofor payable to the corporation, and only the persons so authorized shall sign orendorse those instruments.

 

8.2 EXECUTION OFCORPORATE CONTRACTS AND INSTRUMENTS

 

Theboard of directors, except as otherwise provided in these bylaws, may authorizeany officer or officers, or agent or agents, to enter into any contract orexecute any instrument in the name of and on behalf of the corporation; suchauthority may be general or confined to specific instances. Unless soauthorized or ratified by the board of directors or within the agency power ofan officer, no officer, agent or employee shall have any

 

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poweror authority to bind the corporation by any contract or engagement or to pledgeits credit or to render it liable for any purpose or for any amount.

 

8.3 STOCKCERTIFICATES; PARTLY PAID SHARES

 

The shares of the corporationshall be represented by certificates, provided that the board of directors ofthe corporation may provide by resolution or resolutions that some or all ofany or all classes or series of its stock shall be uncertificated shares. Anysuch resolution shall not apply to shares represented by a certificate until suchcertificate is surrendered to the corporation. Notwithstanding the adoption ofsuch a resolution by the board of directors, every holder of stock representedby certificates and upon request every holder of uncertificated shares shall beentitled to have a certificate signed by, or in the name of the corporation bythe chairman or vice-chairman of the board of directors, or the president orvice-president, and by the treasurer or an assistant treasurer, or thesecretary or an assistant secretary of such corporation representing the numberof shares registered in certificate form. Any or all of the signatures on thecertificate may be a facsimile. In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate has ceased to be such officer, transfer agent or registrar beforesuch certificate is issued, it may be issued by the corporation with the sameeffect as if he were such officer, transfer agent or registrar at the date ofissue.

 

Thecorporation may issue the whole or any part of its shares as partly paid andsubject to call for the remainder of the consideration to be paid therefor.Upon the face or back of each stock certificate issued to represent any suchpartly paid shares, upon the books and records of the corporation in the caseof uncertificated partly paid shares, the total amount of the consideration tobe paid therefor and the amount paid thereon shall be stated. Upon thedeclaration of any dividend on fully paid shares, the corporation shall declarea dividend upon partly paid shares of the same class, but only upon the basisof the percentage of the consideration actually paid thereon.

 

8.4 SPECIALDESIGNATION ON CERTIFICATES

 

Ifthe corporation is authorized to issue more than one class of stock or morethan one series of any class, then the powers, the designations, thepreferences, and the relative, participating, optional or other special rightsof each class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights shall be set forth in full orsummarized on the face or back of the certificate that the corporation shallissue to represent such class or series of stock; provided, however, that,except as otherwise provided in Section 202 of the General Corporation Law ofDelaware, in lieu of the foregoing requirements there may be set forth on theface or back of the certificate that the corporation shall issue to representsuch class or series of stock a statement that the corporation will furnishwithout charge to each stockholder who so requests the powers, thedesignations, the preferences, and the relative, participating, optional orother special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights.

 

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8.5 LOST CERTIFICATES

 

Except as provided in thisSection 8.5, no new certificates for shares shall be issued to replace apreviously issued certificate unless the latter is surrendered to thecorporation and cancelled at the same time. The corporation may issue a newcertificate of stock or uncertificated shares in the place of any certificatetheretofore issued by it, alleged to have been lost, stolen or destroyed, andthe corporation may require the owner of the lost, stolen or destroyedcertificate, or his legal representative, to give the corporation a bondsufficient to indemnify it against any claim that may be made against it onaccount of the alleged loss, theft or destruction of any such certificate orthe issuance of such new certificate or uncertificated shares.

 

8.6 CONSTRUCTION; DEFINITIONS

 

Unlessthe context requires otherwise, the general provisions, rules of construction,and definitions in the Delaware General Corporation Law shall govern theconstruction of these bylaws. Without limiting the generality of thisprovision, the singular number includes the plural, the plural number includesthe singular, and the term “person” includes both a corporation and a naturalperson.

 

8.7 DIVIDENDS

 

Thedirectors of the corporation, subject to any restrictions contained in thecertificate of incorporation, may declare and pay dividends upon the shares ofits capital stock pursuant to the General Corporation Law of Delaware.Dividends may be paid in cash, in property, or in shares of the corporation’scapital stock.

 

Thedirectors of the corporation may set apart out of any of the funds of thecorporation available for dividends a reserve or reserves for any properpurpose and may abolish any such reserve. Such purposes shall include but notbe limited to equalizing dividends, repairing or maintaining any property ofthe corporation, and meeting contingencies.

 

8.8 FISCAL YEAR

 

Thefiscal year of the corporation shall be fixed by resolution of the board ofdirectors and may be changed by the board of directors.

 

8.9 SEAL

 

 

Thiscorporation may have a corporate seal, which may be adopted or altered at thepleasure of the board of directors, and may use the same by causing it or afacsimile thereof, to be impressed or affixed or in any other mannerreproduced.

 

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8.10 TRANSFER OF STOCK

 

Uponsurrender to the corporation or the transfer agent of the corporation of acertificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignation or authority to transfer, it shall be the duty of thecorporation to issue a new certificate to the person entitled thereto, cancelthe old certificate, and record the transaction in its books.

 

8.11 STOCK TRANSFERAGREEMENTS

 

The corporation shall havepower to enter into and perform any agreement with any number of stockholdersof any one or more classes of stock of the corporation to restrict the transferof shares of stock of the corporation of any one or more classes owned by suchstockholders in any manner not prohibited by the General Corporation Law ofDelaware.

 

8.12 REGISTERED STOCKHOLDERS

 

Thecorporation shall be entitled to recognize the exclusive right of a personregistered on its books as the owner of shares to receive dividends and to voteas such owner, shall be entitled to hold liable for calls and assessments theperson registered on its books as the owner of shares, and shall not be boundto recognize any equitable or other claim to or interest in such share orshares on the part of another person, whether or not it shall have express orother notice thereof, except as otherwise provided by the laws of Delaware.

 

**ARTICLEIX**

**AMENDMENTS**

 

Theoriginal or other bylaws of the corporation may be adopted, amended or repealedby the stockholders entitled to vote; provided, however, that the corporationmay, in its certificate of incorporation, confer the power to adopt, amend orrepeal bylaws upon the directors. The fact that such power has been soconferred upon the directors shall not divest the stockholders of the power,nor limit their power to adopt, amend or repeal bylaws.

 

**ARTICLEX**

**DISSOLUTION**

 

Ifit should be deemed advisable in the judgment of the board of directors of thecorporation that the corporation should be dissolved, the board, after theadoption of a resolution to that effect by a majority of the whole board at anymeeting called for that purpose, shall cause notice to be mailed to eachstockholder entitled to vote thereon of the adoption of the resolution and of ameeting of stockholders to take action upon the resolution.

 

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Atthe meeting a vote shall be taken for and against the proposed dissolution. Ifa majority of the outstanding stock of the corporation entitled to vote thereonvotes for the proposed dissolution, then a certificate stating that thedissolution has been authorized in accordance with the provisions of Section275 of the General Corporation Law of Delaware and setting forth the names andresidences of the directors and officers shall be executed, acknowledged, andfiled and shall become effective in accordance with Section 103 of the GeneralCorporation Law of Delaware. Upon such certificate’s becoming effective inaccordance with Section 103 of the General Corporation Law of Delaware, thecorporation shall be dissolved.

 

Whenever all the stockholdersentitled to vote on a dissolution consent in writing, either in person or byduly authorized attorney, to a dissolution, no meeting of directors orstockholders shall be necessary. The consent shall be filed and shall becomeeffective in accordance with Section 103 of the General Corporation Law of Delaware.Upon such consent’s becoming effective in accordance with Section 103 of theGeneral Corporation Law of Delaware, the corporation shall be dissolved. If theconsent is signed by an attorney, then the original power of attorney or aphotocopy thereof shall be attached to and filed with the consent. The consentfiled with the Secretary of State shall have attached to it the affidavit ofthe secretary or some other officer of the corporation stating that the consenthas been signed by or on behalf of all the stockholders entitled to vote on adissolution; in addition, there shall be attached to the consent acertification by the secretary or some other officer of the corporation settingforth the names and residences of the directors and officers of thecorporation.

 

**ARTICLEXI**

**CUSTODIAN**

 

11.1 APPOINTMENTOF A CUSTODIAN IN CERTAIN CASES

 

TheCourt of Chancery, upon application of any stockholder, may appoint one or morepersons to be custodians and, if the corporation is insolvent, to be receivers,of and for the corporation when:

 

(a)at any meeting held for the election of directors the stockholders are sodivided that they have failed to elect successors to directors whose terms haveexpired or would have expired upon qualification of their successors; or

 

(b)the business of the corporation is suffering or is threatened with irreparableinjury because the directors are so divided respecting the management of theaffairs of the corporation that the required vote for action by the board ofdirectors cannot be obtained and the stockholders are unable to terminate thisdivision; or

 

(c)the corporation has abandoned its business and has failed within a reasonabletime to take steps to dissolve, liquidate or distribute its assets.

 

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11.2 DUTIES OF CUSTODIAN

 

Thecustodian shall have all the powers and title of a receiver appointed underSection 291 of the General Corporation Law of Delaware, but the authority ofthe custodian shall be to continue the business of the corporation and not toliquidate its affairs and distribute its assets, except when the Court ofChancery otherwise orders and except in cases arising under Sections 226(a)(3)or 352(a)(2) of the General Corporation Law of Delaware.

 

**CERTIFICATE OF ADOPTION OF BYLAWS**

**OF**

**TUT SYSTEMS, INC.**

(a Delaware corporation)

**Adoption by Incorporation**

 

Theundersigned person appointed in the Certificate of Incorporation to act as theIncorporator of Tut Systems, Inc. hereby adopts the foregoing bylaws, comprisingtwenty-two pages, as the Bylaws of the corporation.

 

**Executed this       day of July, 1998.**

 

**Matt Taylor, Secretary**

 

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