EXHIBIT 3.2

 

AMENDED AND RESTATED

BYLAWS

OF

BARRA, INC.

 

ARTICLE I - OFFICES

	Section 1.1	Principal Office.  The Board of Directors shall fix the location of the principal executive office of thecorporation at any place within or outside the State of Delaware.  If the principal executive office is located outside this State,the Board of Directors shall fix and designate a principal business office in the State of Delaware.

	Section 1.2	Other Offices.  The Board of Directors may at any time establish branch or subordinate offices at any place orplaces where the corporation is qualified to do business.

 

ARTICLE II - STOCKHOLDERS

	Section 2.1	Place of Meetings.  Meetings of stockholders shall be held at any place designated by the Board of Directors.In the absence of designation, stockholders' meetings shall be held at the principal executive office of the corporation.

	Section 2.1A	Chairman and Secretary of Stockholder Meetings.  The chairman of the board shall preside at each meeting ofthe stockholders.  In the absence or disability of the chairman of the board, the meeting shall be chaired by an officer of thecorporation in the following order:  president, executive vice president, senior vice president and vice president.  In the absenceof all such officers, a person chosen by the vote of a majority in interest of the stockholders present in person or represented byproxy and entitled to vote thereat shall act as chairman.  The secretary or in his/her absence an assistant secretary or in theabsence of the secretary and all assistant secretaries a person whom the chairman of the meeting shall appoint shall act as secretaryof the meeting and keep a record of the proceedings thereof.

	Section 2.1B	Regulation and Conduct of Stockholder Meetings.  The Board of Directors of the corporation shall be entitledto make such rules or regulations for the conduct of meetings of the stockholders as it shall deem necessary, appropriate orconvenient.  Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have theright and authority to prescribe such rules, regulations and procedures and to do all such acts as in the judgment of such chairman,are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agendaor order of business for the meeting, rules and procedures for maintaining order at the meeting and for the safety of those present,limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constitutedproxies, and such other persons as the chairman shall permit, restrictions on entry into the meeting after the time fixed forcommencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening andclosing of the polls for balloting on matters which are to be voted on by ballot, unless, and to the extent determined by the Boardof Directors or the chairman of the meeting, meetings of the stockholders shall not be required to be held in accordance with therules of parliamentary procedure.

	Section 2.2	Annual Meeting.  The annual meeting of the stockholders shall be held at such time, date and place as shall bedetermined by the Board of Directors.  At the annual meeting directors shall be elected and any other proper business may betransacted.

	Section 2.3	Special Meetings.  Special meetings of the stockholders may be called for any purpose at any time by thepresident, the Board of Directors or the chairman of the board.  If a special meeting is called by any person or persons other thanthe Board of Directors, a written request to notice the meeting, specifying the time of the meeting and the general nature of thebusiness to be transacted, shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmissionto the corporation.  The officer receiving the request shall cause notice to be given promptly to the stockholders entitled to vote,in accordance with the provisions of Section 2.4, that a meeting will be held at the time requested by the person or persons callingthe meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request.  If the notice is notgiven within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice.

	Section 2.4 	Notice of Meetings.  Notice of meetings of the stockholders of the corporation shall be given in writing toeach stockholder entitled to vote, either personally or by first-class mail or other means of written communication, addressed to thestockholder at the stockholder's address appearing on the books of the corporation or given by the stockholder to the corporation forthe purpose of notice.  Such notice shall be sent not less than ten (10) nor more than sixty (60) days before the meeting.  Saidnotice shall state the place, date and hour of the meeting and (a) in the case of special meetings, the general nature of thebusiness to be transacted, and no other business may be transacted, or (b) in the case of annual meetings, those matters which theBoard of Directors, at the time of the mailing of the notice, intends to present for action by the stockholders, and (c) in the caseof any meeting at which directors are to be elected, the names of the nominees intended at the time of the mailing of the notice tobe presented by the board for election.  Notice shall be deemed to have been given at the time when delivered personally or depositedin the mail or sent by telegram or other means of written communication.

	Section 2.5	Waiver of Notice or Consent by Absent Stockholders.  The transactions of any meeting of stockholders, howevercalled and noticed, shall be as valid as though done at a meeting duly held after regular call and notice, if a quorum is presenteither in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote at the meeting, notpresent in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of theminutes thereof.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes ofthe meeting.

	Section 2.6	Quorum.  The presence in person or by proxy of the holders of a majority of the shares of stock entitled tovote shall constitute a quorum at a meeting of the stockholders for the transaction of business.  The stockholders present at a dulycalled or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding thewithdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least amajority of the shares of stock required to constitute a quorum.  Any stockholders' meeting, whether or not a quorum is present, maybe adjourned from time to time by the vote of a majority of the shares represented in person or by proxy at that meeting, and in theabsence of a quorum no other business may be transacted at such meeting, except as provided above.  When any stockholders' meeting isadjourned for thirty (30) days or more or, if after the adjournment, a new record date is fixed for the adjourned meeting, notice ofthe adjourned meeting shall be given to each stockholder entitled to vote at the adjourned meeting in accordance with the provisionsof Section 2.4.

	Section 2.7	Voting.

			(a)	Procedures.  The stockholders entitled to vote at any meeting of stockholders shall be determined in accordancewith the provisions of Section 2.9, and subject to Sections 217 and 218 of the General Corporation Law of the State of Delaware.  Thestockholders' vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot ifdemanded by any stockholder at the meeting and before the voting has begun.  Except as provided in Section 2.6 or in this Section2.7, the affirmative vote of the majority of the shares of stock represented and voting at a duly held meeting at which a quorum ispresent (which shares of stock voting affirmatively also constitute at least a majority of the required Quorum) shall be the act ofthe stockholders.  Stockholders may not cumulate their votes.

			(b)	Proxies.  Every person entitled to vote shall have the right to do so either in person or by written proxysigned by such person and filed with the secretary of the corporation.  A proxy shall be deemed signed if the stockholder's name isplaced on the proxy, (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the stockholder or thestockholder's attorney-in-fact.  A validly executed proxy which does not state that it is irrevocable shall continue in full forceand effect unless (i) revoked by the person executing it prior to the vote pursuant to that proxy by a writing delivered to thecorporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting inperson by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is receivedby the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after theexpiration of three (3) months from the date of the proxy unless otherwise provided in the proxy.

Section 2.8	Action Without Meeting.  No action required to be taken or that may be taken at any annual or special meeting ofthe stockholders of the corporation may be taken without a meeting, and the power of stockholders to consent in writing, without ameeting, to the taking of any action is specifically denied.

	Section 2.9	Record Date.

			(a)	Established by the Board of Directors.  In order that the corporation may determine the stockholders entitledto notice of, or to vote at, any meeting or entitled to receive payment of any dividend or other distribution or allotment of anyrights, or entitled to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance, arecord date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty(60) days prior to any other action.

			(b)	Established by Operation of Law.  If no record date is fixed:

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

				(ii)	the record date for determining stockholders entitled to give consent to corporate action in writingwithout a meeting, when no prior action by the Board of Directors has been taken, shall be the day on which the first written consentis given; and

				(iii)	the record date for any other purpose shall be at the close of business on the day on which the Board ofDirectors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever islater.

			(c)	Effect of Determination of Record Date.  Stockholders of record at the close of business on the record date areentitled to notice and to vote, or to receive the dividend, distribution or allotment of rights, or to exercise the rights, as thecase may be, notwithstanding any transfer of any shares of stock on the books of the corporation after the record date, except asotherwise provided by agreement or in the General Corporation Law of the State of Delaware.

 

ARTICLE III - DIRECTORS

	Section 3.1	Powers.  Subject to the provisions of the General Corporation Law of the State of Delaware and to anylimitations in the Certificate of Incorporation or these Bylaws requiring stockholder authorization or approval of a particularaction, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under thedirection of the Board of Directors.  The Board of Directors may delegate the management of day-to-day operation of the business ofthe corporation to a management company or other person; provided, however, that the business and affairs of the corporation shall bemanaged, and all corporate powers shall be exercised, under the ultimate direction of the Board of Directors.

	Section 3.2	Number and Qualification of Directors.  The authorized number of directors of this corporation shall be notless than five (5) persons and not more than nine (9), until changed by an amendment to the Certificate of Incorporation, or by anamendment to this Section 3.2, adopted by approval of a majority of the outstanding shares entitled to vote.  The exact number ofdirectors shall be fixed at seven (7), until the next annual meeting of the of the stockholders, at which time it shall be fixed atsix (6).  The exact number of directors may be changed at any time, within the limits specified above, by the amendment to thisSection 3.2 adopted by the Board of Directors or a majority of the outstanding shares entitled to vote; provided, however, that anamendment to the articles or this Section 3.2 reducing either the fixed number or the minimum number of directors to a number lessthan five (5) cannot be adopted if the votes cast against its adoption at a meeting or the shares of stock not consenting in the caseof an action by written consent are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares of stockentitled to vote.  The directors need not be stockholders of this corporation.

	Section 3.3	Nomination, Election and Term of Office.

			(a)	Nominations.  Nominations for the election of directors may be made by the Board of Directors or by anystockholder entitled to vote for the election of directors.  Any stockholder entitled to vote for the election of directors at ameeting may nominate persons for election as directors only if written notice of such stockholder's intent is given, either bypersonal delivery or by United States mail, postage prepaid, to the Secretary of the corporation not later than (i) with respect toan election to be held at an annual meeting of the stockholders, 90 days in advance of such meeting, and (ii) with respect to anelection to be held at a special meeting of the stockholders for the election of directors, the close of business on the seventh dayfollowing the date on which notice of such meeting was first given to stockholders.  Each such notice shall set forth:  (A) the nameand address of the stockholder who intends to make the nomination and of the person or persons to be nominated, (B) a representationthat such stockholder is a holder of record of stock of the corporation, entitled to vote at such meeting, and intends to appear inperson or by proxy at the meeting to nominate the person or persons specified in the notice, (C) a description of all arrangements orunderstandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant towhich the nomination or nominations are to be made by such stockholder, (D) such other information regarding each nominee proposed bysuch stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securitiesand Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors, and (E) the consentof each nominee to serve as a director of the corporation, if elected.  The chairman of a stockholders' meeting may refuse toacknowledge the nomination of any person not made in compliance with the foregoing procedure.

		(b)	Election and Term of Office.  Pursuant to the provisions of Section 2.7, the directors shall be elected at theannual meeting of the stockholders and shall hold office until the next annual meeting.  Subject to the provisions of Sections 3.5and 3.6, each director shall hold office until the expiration of the term for which elected and until a successor has been electedand qualified.

	Section 3.4	Vacancies.  Except for a vacancy created by the removal of a director, vacancies in the Board of Directors maybe filled by a majority of the remaining directors, whether or not less than a quorum, or by a sole remaining director, and eachdirector so elected shall hold office until the next annual meeting of the stockholders and until a successor has been elected.  Thestockholders shall elect a director or directors to fill any vacancy created by removal, and the stockholders may elect a director ordirectors at any time to fill a vacancy not filled by the directors. 

	Section 3.5	Resignation.  Any director may resign effective upon giving written notice to the chairman of the board, thepresident, the secretary or the Board of Directors, unless the notice specifies a later time for that resignation to becomeeffective.  If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomeseffective.

	Section 3.6	Removal.  The Board of Directors may declare vacant the office of a director who has been declared of unsoundmind by order of court, or who has been convicted of a felony.  Any or all of the directors may be removed without cause by anaffirmative vote of a majority of the outstanding shares of stock entitled to vote at an election of directors.

	Section 3.7	Place of Meetings.  Meetings of the Board of Directors may be held at any place which has been designated inthe notice of the meeting, or, if not stated in the notice or there is no notice, designated in the Bylaws or by resolution of theBoard of Directors.  In the absence of designation, meetings shall be held at the principal executive office of the corporation.

	Section 3.8	Regular Meetings.  Immediately following, and at the same place as, each annual meeting of stockholders, theBoard of Directors shall hold without call or notice other than this bylaw a regular meeting for the purposes of organization,election of officers and the transaction of other business.  Other regular meetings of the Board of Directors shall be held withoutnotice at such time as from time to time may be fixed by the Board of Directors.

	Section 3.9	Special Meetings; Notice.  Special meetings of the Board of Directors may be called at any time by the chairmanof the board or the president or any vice president or the secretary or any two directors.  Notice of the time and place of allspecial meetings shall be given to each director by any of the following means:

			(a)	By personal delivery, or by telephone or telegraph at least 48 hours prior to the time of the meeting; or

			(b)	By first-class mail, postage prepaid, at least four days prior to the time of the meeting.

	Section 3.10	Waiver of Notice.  The transactions of any meeting of the Board of Directors, however called and noticed andwherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, eitherbefore or after the meeting, each of the directors not present signs a written waiver of notice or a consent to holding the meetingor an approval of the minutes thereof.  All such waivers, consents and approvals shall be filed with the corporate records or made apart of the minutes of the meeting.  Notice of a meeting shall also be deemed waived by any director who attends the meeting withoutprotesting before or at its commencement the lack of notice.

	Section 3.11	Participation by Telephone.  Members of the Board of Directors may participate in a meeting through use ofconference telephone or similar communications equipment, as long as all members participating in such meeting can hear one another.Participation in a meeting pursuant hereto constitutes presence in person at such meeting.

	Section 3.12	Quorum and Action at Meeting.  A majority of the authorized number of directors shall constitute a quorum forthe transaction of business.  Subject to the provisions of the General Corporation Law of the State of Delaware, every act ordecision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of theBoard of Directors.  A meeting at which a quorum is initially present may continue to transact business notwithstanding thewithdrawal of directors, if any action taken is approved by the required quorum for that meeting.

	Section 3.13	Action Without Meeting.  Any action required or permitted to be taken by the Board of Directors may be takenwithout a meeting, if all members of the board individually or collectively consent in writing to the action.  Such written consentor consents shall be filed with the minutes of the board.  Actions by written consent shall have the same force and effect as aunanimous vote of the directors.

	Section 3.14	Committees.  The Board of Directors may, by resolution adopted by a majority of the authorized number ofdirectors, designate one or more committees, each consisting of one or more directors and each of which, to the extent provided inthe resolution and as limited by the General Corporation Law of the State of Delaware, shall have all the authority of the Board ofDirectors.  Further, the board may designate one or more directors as alternate members of any committee, who may replace any absentmember at any meeting of the committee.  Each committee shall serve at the pleasure of the board.

	Section 3.15	Meetings and Action of Committees.  Meetings and action of committees shall be governed by, and held and takenin accordance with, the provisions of Article III of these Bylaws, with such changes in the context of these Bylaws as are necessaryto substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings ofcommittees may be determined either by resolution of the Board of Directors or by resolution of the committee.  Special meetings ofcommittees may also be called by resolution of the Board of Directors.  Notice of special meetings of committees shall also be givento all alternate members, who shall have the right to attend all meetings of the committee.  Minutes shall be kept of each meeting ofany committee and shall be filed with the corporate records.  The Board of Directors may adopt such other rules for the governance ofany committee as are not inconsistent with the provisions of these Bylaws.

	Section 3.16	Compensation and Expenses of Directors.  Directors and members of committees shall not receive compensationfor their services or reimbursement for their expenses except in amounts fixed or determined by resolution of the Board of Directors.This Section 3.16 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer,agent, employee or otherwise, and receiving compensation for those services.

 

ARTICLE IV - OFFICERS

 	Section 4.1	Officers.  The officers of the corporation shall be a chief executive officer or a president, a chieffinancial officer or a treasurer, and a secretary, all of whom shall be chosen by and serve at the pleasure of the Board ofDirectors.  The corporation may also have, at the discretion of the Board of Directors, a chairman of the board, a chief operatingofficer, one or more vice presidents and such other officers as may be deemed expedient for the proper conduct of the business of thecorporation, each of whom shall have such authority and shall perform such duties as the Board of Directors may from time to timedetermine.  One person may hold two or more offices.

	Section 4.2	Removal and Resignation.  Subject to the rights, if any, of an officer under any contract of employment, anyofficer may be removed at any time, with or without cause, by the Board of Directors.  Any officer may resign at any time by givingwritten notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officeris a party.  Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice,and unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective.

	Section 4.3	Chairman of the Board.  The Board of Directors may elect a chairman, who shall preside, if present, at allboard meetings and, pursuant to the provisions of Section 2.1A of Article II of these Bylaws, all stockholder meetings and shallexercise and perform such other powers and duties as may be assigned from time to time by the Board of Directors.

	Section 4.3A	Chief Executive Officer.  The corporation's chief executive officer, subject to the control of the Board ofDirectors, shall have the general supervision, direction, and control over the corporation's business and its officers.  In additionto the general powers and duties of the chief executive officer, such officer shall have all such other powers and duties asprescribed by the Board of Directors and the Bylaws.  In the event that the corporation does not elect a president, the chiefexecutive officer shall exercise the powers and duties of the president enumerated in Section 4.4 of the Bylaws.

	Section 4.4 	President.  Except to the extent that these Bylaws or the Board of Directors assign specific powers and dutiesto the chairman of the board or the chief executive officer, the president shall be the corporation's acting manager and, subject tothe control of the Board of Directors, shall be responsible for the quotidian supervision, direction, and control of thecorporation's business.  In the absence or disability of the chairman of the board and chief executive officer, the chairman of theboard and chief executive officer's duties and responsibilities shall be carried out by the president.  In addition to the generalpowers and duties of the president, such officer shall have all such other powers and duties as prescribed by the Board of Directorsand the Bylaws.

	Section 4.4A	Chief Operating Officer.  Subject to the control of the Board of Directors, the chairman of the board, thechief executive officer and the president, the chief operating officer shall be the corporation's acting operations manager and shallbe responsible for the quotidian operation of the corporation's business.  In addition to the general powers and duties of the chiefoperating officer, such officer shall have all such other powers and duties as prescribed by the Board of Directors and theBylaws.

	Section 4.5	Vice-Presidents.  In the absence or disability of the president, the vice-presidents, if any, in order of theirrank as fixed by the Board of Directors or, if not ranged, a vice-president designated by the Board of Directors, shall perform allthe duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, thepresident.  The vice-presidents shall have such other powers and perform such other duties as from time to time may be prescribed forthem respectively by the Board of Directors, the chairman of the board or the president.

	Section 4.6	Secretary.  The secretary shall keep a book of minutes of all meetings and actions of directors, committees ofdirectors and stockholders.  The minutes of each meeting shall state the time and place that it was held and such other informationas shall be necessary to determine the actions taken thereat and whether the meeting was held in accordance with the law and theseBylaws.  The secretary shall keep at the corporation's principal executive office, or at the office of its transfer agent orregistrar, a stock register showing the names and addresses of all stockholders and the number and class of shares of stock held byeach.  The secretary shall give notice of all meetings of stockholders, directors and committees required to be given by theseBylaws.  The secretary shall keep the seal of the corporation in safe custody and shall have such other powers and perform such otherduties as may be prescribed by the Board of Directors, the chairman of the board or the president.

	Section 4.7	Chief Financial Officer.  The chief financial officer shall have the custody of all moneys and securities ofthe corporation and shall keep regular books of account.  The chief financial officer shall disburse the funds of the corporation inpayment of the just demands against the corporation or as may be ordered by the Board of Directors, taking proper vouchers for suchdisbursements, and shall render to the Board of Directors from time to time as may be required by the Board of Directors, an accountof all transactions as chief financial officer and of the financial condition of the corporation.  The chief financial officer shallperform all duties incident to the office or which are properly required by the Board of Directors, the chairman of the board or thepresident.

	Section 4.8	Salaries.  The salaries of the officers may be fixed from time to time by the Board of Directors, and noofficer shall be prevented from receiving such salary by reason of the fact that the officer is also a director of the corporation.

 

ARTICLE V - MISCELLANEOUS

	Section 5.1	Records and Inspection Rights.  The corporation shall keep such records (including stockholders' lists,accounting books, minutes of meetings and other records) as are required by the General Corporation Law of the State of Delaware, andthese records shall be open to inspection by the directors and stockholders of the corporation to the extent permitted by the GeneralCorporation Law of the State of Delaware.

	Section 5.2	Checks, Drafts, Evidences of Indebtedness.  All checks, drafts or other orders for payment of money, notes orother evidences of indebtedness, issued in the name of, or payable to, the corporation, shall be signed or endorsed by such person orpersons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

	Section 5.3	Execution of Corporate Contracts and Instruments.  Subject to restrictions on contracts and transactionsinvolving directors and officers, as provided by Section 144 of the General Corporation Law of the State of Delaware, the Board ofDirectors may authorize any officer or officers or agent or agents, or appoint an attorney or attorneys-in-fact, to enter into anycontract or execute any instrument in the name of, and on behalf of, the corporation, and this authority may be general or confinedto specific instances; and unless so authorized or appointed, or unless afterwards ratified by the Board of Directors, no officer,agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit orto render it liable for any purpose or for any amount.

	Section 5.4	Certificates for Shares.  Every holder of shares of stock in the corporation shall be entitled to have acertificate signed in the name of the corporation by the chairman of the board or the president or a vice-president and by the chieffinancial officer or the secretary or an assistant secretary, certifying the number of shares of stock and the class or series ofshares of stock owned by the stockholder.  Any or all of the signatures on the certificate may be facsimile.  In case any officer,transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to besuch officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effectas if such person were an officer, transfer agent or registrar at the date of issue.

	Section 5.5	Lost, Stolen or Destroyed Certificates.  The corporation may issue a new stock certificate or a new certificatefor any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, andthe corporation may require the owner of the lost, stolen or destroyed certificate or the owner's legal representative to give thecorporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (includingany expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such newcertificate.

	Section 5.6	Corporate Seal.  The corporation may have a corporate seal in such form as shall be prescribed and adopted bythe Board of Directors.

	Section 5.7	Indemnification of Corporate Agents.  The corporation shall indemnify each of its agents against expenses,judgments, fines, settlements and other amounts, actually and reasonably incurred by such person by reason of such person's havingbeen made or having been threatened to be made a party to a proceeding to the fullest extent permissible by the provisions of Section145 of the General Corporation Law of the State of Delaware, and the corporation shall advance the expenses reasonably expected to beincurred by such agent in defending any such proceeding upon receipt of the undertaking required by subdivision (f) of such Section.The terms "agent", "proceeding" and "expenses" used in this Section 5.7 shall have the same contextual meaning as such terms in saidSection 145.  The corporation may purchase and maintain insurance on behalf of any agent of the corporation against any liabilityasserted against, or incurred by, the agent in such capacity or arising out of the agent's status as such, whether or not thecorporation would have the power to indemnify the agent against that liability under the provisions of Section 145 of the GeneralCorporation Law of the State of Delaware.

 

ARTICLE VI - AMENDMENTS

	Section 6.1	Amendment by Stockholders.  New bylaws may be adopted or these Bylaws may be amended or repealed by theaffirmative vote of a majority of the outstanding shares of stock entitled to vote, except as otherwise provided by law or by theCertificate of Incorporation.

Section 6.2	Amendment by Directors.  Subject to the right of stockholders as provided in Section 6.1, bylawsother than a bylaw or amendment thereof changing the maximum or minimum number of authorized directors or changing from a variable toa fixed number of directors or vice versa may be adopted, amended or repealed by the Board of Directors.

 

 

 

 

 

 

 

CERTIFICATE OF SECRETARY

 

	I, the undersigned, certify that I am the presently elected and acting Secretary of BARRA, Inc., a Delaware corporation (the"Corporation"), and that the above bylaws, consisting of nine (9)  pages including this page, are the Amended and Restated Bylaws ofthe Corporation, as amended and adopted by resolution of the Board of Directors of the Corporation on May 10, 2001.

Dated: May 10, 2001
Executed: Berkeley, California
 By: /s/ Maria Hekker  Maria Hekker, *Secretary*