**Exhibit 3.3**

 

**AMENDED AND RESTATED BYLAWS**

**OF**

**ACTIONPOINT, INC.**

 

**ARTICLE I**

 

**OFFICES**

 

**Section 1.**The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. 

 

**Section 2.**The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors mayfrom time to time determine or the business of the corporation may require. 

 

**ARTICLE II**

 

**MEETINGSOF STOCKHOLDERS**

 

**Section 1.**All meetings of thestockholders for the election of directors shall be held at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by theBoard of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a dulyexecuted waiver of notice thereof. 

 

**Section 2.**Annualmeetings of stockholders, commencing with the year 1993, shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote aboard of directors, and transact such other business as may properly be brought before the meeting. 

 

**Section 3.**Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to voteat such meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting. 

 

**Section 4.**The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting ofstockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall beopen to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, whichplace shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present. 

 

**Section 5.**Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the 

 

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president and shall be called by the president or secretary at the request in writing of a majority of the Board ofDirectors. 

 

**Section 6.**Written notice of a specialmeeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled tovote at such meeting. 

 

**Section 7.**Business transacted atany special meeting of stockholders shall be limited to the purposes stated in the notice. 

 

**Section 8.**The holders of fifty percent (50%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of thestockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitledto vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meetingat which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dateis fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 

 

**Section 9.**When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person orrepresented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such expressprovision shall govern and control the decision of such question. 

 

**Section 10.**Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having votingpower held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. 

 

**Section 11.**Nominations for election to the Board of Directors must be made by the Board of Directors or by any stockholder of any outstandingclass of capital stock of the corporation entitled to vote for the election of directors. Nominations, other than those made by the Board of Directors of the corporation, must be preceded by notification in writing received by the Secretary of thecorporation not less than ten (10) days nor more than sixty (60) days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director ifso elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or isexpected to participate in making such nomination or in 

 

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organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee: 

 

**(a)**the name, age, residence, address, and businessaddress of each proposed nominee and of each such person; 

 

**(b)**the principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each suchperson; 

 

**(c)**the amount of stock of thecorporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and 

 

**(d)**a description of any arrangement or understanding of each proposed nominee and of each such person with each other or any otherperson regarding future employment or any future transaction to which the corporation will or may be a party. 

 

The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a nomination not preceded by notification madein accordance with the foregoing procedure shall be disregarded. 

 

**Section 12.**At any meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) pursuant to the corporation’s notice of meeting, (b) by or at the direction of the Board ofDirectors or (c) by any stockholder of the corporation who is a stockholder of record at the time of giving of the notice provided for in this Bylaw, who shall be entitled to vote at such meeting and who complies with the notice procedures set forthin this Bylaw. 

 

For business to be properly brought before anymeeting by a stockholder pursuant to clause (c) of this Section 12, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed andreceived at the principal executive offices of the corporation not less than twenty (20) days nor more than sixty (60) days prior to the date of the meeting. A stockholder’s notice to the Secretary shall set forth as to each matter thestockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address, as they appear on thecorporation’s books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (c) the class and number of shares of the corporation which are owned beneficiallyand of record by such stockholder of record and by the beneficial owner, if any, on whose behalf the proposal is made and (d) any material interest of such stockholder of record and the beneficial owner, if any, on whose behalf the proposal is madein such business. 

 

Notwithstanding anything in these Bylaws tothe contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 12. The presiding officer of the meeting shall, if the facts warrant, determine and declare to the meeting that business wasnot properly brought before the meeting and in accordance with the procedures prescribed by this Section 12, and if such person should so determine, such person shall so 

 

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declare to the meeting and any such business not properly brought before the meeting shall not be transacted.Notwithstanding the foregoing provisions of this Section 12, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the mattersset forth in this Section 12. 

 

**ARTICLE III**

 

**DIRECTORS**

 

**Section 1.**The number of directors which shall constitute the whole board shall be determined by resolution of theBoard of Directors or by the stockholders at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not bestockholders. 

 

**Section 2.**Vacancies and newly createddirectorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold officeuntil the next annual election and until their successors are duly elected and qualified or until his earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

 

**Section 3.**The business of the corporation shall bemanaged by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed orrequired to be exercised or done by the stockholders. 

 

**MEETINGS OF THE BOARD OF DIRECTORS**

 

**Section4.**The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. 

 

**Section 5.**The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of thestockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fixthe time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in anotice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors. 

 

**Section 6.**Regular meetings of the Board of Directors may be held without notice at such time and at such place asshall from time to time be determined by the board. 

 

**Section7.**Special meetings of the board may be called by the President on four (4) days notice to each director by mail or forty-eight (48) hours notice to each director either personally, or by telephone, telegram or facsimile; special meetings shallbe called by the 

 

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President or Secretary in like manner and on like notice on the written request of two directors unless the boardconsists of only one director, in which case special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of the sole director. A written waiver of notice, signed by the person entitledthereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. 

 

**Section 8.**At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of amajority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not bepresent at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 

 

**Section 9.**Unless otherwise restricted by the certificate ofincorporation of these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consentthereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. 

 

**Section 10.**Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committeedesignated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can heareach other, and such participation in a meeting shall constitute presence in person at the meeting. 

 

**COMMITTEES OF DIRECTORS**

 

**Section 11.**The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. Theboard may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. 

 

In the absence of disqualification of a member of a committee, the member or members thereof present at any meeting and notdisqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. 

 

Any such committee, to the extent provided in the resolution of the Board ofDirectors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which mayrequire it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all orsubstantially all of the corporation’s property and assets, recommending to the 

 

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stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of thecorporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shallhave such name or names as may be determined from time to time by resolution adopted by the Board of Directors. 

 

**Section 12.**Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. 

 

**COMPENSATION OF DIRECTORS**

 

**Section 13.**Unless otherwise restricted by the certificate ofincorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixedsum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special orstanding committees may be allowed like compensation for attending committee meetings. 

 

**REMOVAL OF DIRECTORS**

 

**Section 14.**Unless otherwise restricted by the certificate of incorporation or bylaw, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at anelection of directors. 

 

**ARTICLE IV**

 

**NOTICES**

 

**Section 1.**Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws,notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice (except as provided in Section 7 of Article III of these Bylaws), but such notice may be given in writing, by mail, addressed to suchdirector or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice todirectors may also be given by telephone, telegram or facsimile. 

 

**Section 2.**Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to saidnotice, whether before or after the time stated therein, shall be deemed equivalent thereto. 

 

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**ARTICLE V**

 

**OFFICERS**

 

**Section 1.**The officers of the corporation shall be chosen by the Board of Directors and shall be a President, Treasurer and a Secretary. The Boardof Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board of Directors may also choose one or more Vice-Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may beheld by the same person, unless the certificate of incorporation or these bylaws otherwise provide. 

 

**Section 2.**The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a President, a Treasurer, and aSecretary and may choose Vice Presidents. 

 

**Section 3.**The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by theboard. 

 

**Section 4.**The salaries of all officers of thecorporation shall be fixed by the Board of Directors. The salaries of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the President or any Vice-President of the corporation. 

 

**Section 5.**The officers of the corporation shall hold office untiltheir successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporationshall be filled by the Board of Directors. 

 

**THE CHAIRMAN OFTHE BOARD**

 

**Section 6.**The Chairman of the Board, ifany, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board and as may be provided by law.

 

**Section 7.**In the absence of the Chairman of the Board,the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Boardand as may be provided by law. 

 

**THE PRESIDENT ANDVICE-PRESIDENTS**

 

**Section 8.**The President shall bethe chief executive officer of the corporation; and in the absence of the Chairman and Vice Chairman of the Board he shall preside at all meetings of the stockholders and the Board of Directors; he shall have general and active management of thebusiness of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. 

 

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**Section 9.**The President or any Vice-President shall execute bonds, mortgages and other contractsrequiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to someother officer or agent of the corporation. 

 

**Section 10.**In the absence of the President or in the event of his inability or refusal to act, the Vice-President, if any, (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the directors, or in theabsence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall performsuch other duties and have such other powers as the Board of Directors may from time to time prescribe. 

 

**THE SECRETARY AND ASSISTANT SECRETARY**

 

**Section 11.**The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedingsof the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of thestockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the corporate seal of thecorporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors maygive general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. 

 

**Section 12.**The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (orif there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform suchother duties and have such other powers as the board of directors may from time to time prescribe. 

 

**THE TREASURER AND ASSISTANT TREASURERS**

 

**Section 13.**The Treasurer shall be the chief financial officer of the corporation, shall have the custody of the corporate funds and securities andshall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may bedesignated by the Board of Directors. 

 

**Section 14.**Heshall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board ofDirectors so 

 

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requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. 

 

**Section 15.**If required by the Board of Directors, he shall givethe corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to thecorporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. 

 

**Section 16.**The Assistant Treasurer, or if there shall be more thanone, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Treasurer or in the event of his inability or refusal to act,perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 

 

**ARTICLE VI**

 

**CERTIFICATE OF STOCK**

 

**Section 1.**Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, theChairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in thecorporation. 

 

Certificates may be issued for partly paid sharesand in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified. 

 

If the corporation shall be authorized to issue more than one class of stockor more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferencesand/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock provided that, except as otherwise provided in section 202 of the GeneralCorporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock a statement that the corporation willfurnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights. 

 

**Section 2.**Any of or all 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 be such officer, transferagent or registrar before 

 

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such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transferagent or registrar at the date of issue. 

 

**LOST CERTIFICATES**

 

**Section 3.**The Board of Directors may direct a newcertificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming thecertificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of suchlost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that maybe made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. 

 

**TRANSFER OF STOCK**

 

**Section 4.**Upon surrender to the corporation or the transfer agent of the corporation of a certificate shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer,it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. 

 

**FIXING RECORD DATE**

 

**Section 5.**In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or anyadjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of anychange, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor morethan sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fixa new record date for the adjourned meeting. 

 

**REGISTEREDSTOCKHOLDERS**

 

**Section 6.**The corporation shall beentitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner ofshares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws ofDelaware. 

 

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**ARTICLE VII**

 

**GENERAL PROVISIONS**

 

**DIVIDENDS**

 

**Section 1.**Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may bedeclared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock subject to the provisions of the certificate of incorporation. 

 

**Section 2.**Before payment of any dividend, there may be set aside outof any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing ormaintaining any property of the corporation, or for such other purposes as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

**CHECKS**

 

**Section 3.**All checks or demands for money and notes of thecorporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. 

 

**FISCAL YEAR**

 

**Section 4.**The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. 

 

**SEAL**

 

**Section 5.**The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation,the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 

 

**INDEMNIFICATION**

 

**Section 6.**The corporation shall indemnify its officers and directorsto the full extent permitted by the General Corporation Law of Delaware. Without limiting the generality of the preceding sentence, the corporation shall indemnify to the full extent permitted by, and in the manner permissible under, the laws of theState of Delaware any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer ofthe corporation or any predecessor of the corporation, or served any other enterprise as a director or officer at the request of the corporation or any predecessor of the corporation. 

 

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Expenses incurred by a director or officer of the corporation in defending a civil or criminal action,suit or proceeding by reason of the fact that he is or was a director or officer of the corporation (or was serving at the corporation’s request as a director or officer of another enterprise or corporation) shall be paid by the corporation inadvance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by thecorporation as authorized by relevant sections of the General Corporation Law of Delaware. 

 

The foregoing provisions of this Article VII shall be deemed to be a contract between the corporation and each director and officer who serves in such capacity at any time while this bylaw is in effect, and any repealor modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon anysuch state of facts. 

 

The Board of Directors in its discretionshall have power on behalf of the corporation to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was an employee or agent of thecorporation and to pay the expenses incurred by any such person in defending such action, suit or proceeding. 

 

The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any director or officer may be entitled apart from theprovisions of this Article VII. 

 

**ARTICLE VIII**

 

**AMENDMENTS**

 

**Section 1.**These bylaws may be altered, amended or repealed or newbylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation, at any regular meeting of the stockholders or of the Board of Directors or at anyspecial meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferredupon the Board of Directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws. 

 

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