**EXHIBIT 3.2****BYLAWS****of****XCORPOREAL, INC.****a Delaware Corporation**
 

 
**Table of Contents**     Article 1 Offices  1 Section 1.1 Registered Office  1 Section 1.2 Other Offices  1      Article 2 Stockholders’ Meetings  1 Section 2.1 Place of Meetings  1 Section 2.2 Annual Meetings  2 Section 2.3 Special Meetings  2 Section 2.4 Notice of Meetings  2 Section 2.5 Quorum and Voting  3 Section 2.6 Voting Rights  4 Section 2.7 Voting Procedures and Inspectors of Elections  5 Section 2.8 List of Stockholders  6 Section 2.9 Stockholder Proposals at Annual Meetings  6 Section 2.10 Nominations of Persons for Election to the Board of Directors  7 Section 2.11 Stockholder Action by Written Consent Without a Meeting  8      Article 3 DIRECTORS  8 Section 3.1 Number and Term of Office  8 Section 3.2 Powers  9 Section 3.3 Vacancies  9 Section 3.4 Resignations and Removals  9 Section 3.5 Meetings  9 Section 3.6 Quorum and Voting  10 Section 3.7 Action Without Meeting  10 Section 3.8 Fees and Compensation  10 Section 3.9 Committees  11      Article 4 OFFICERS  12 Section 4.1 Officers Designated  12 Section 4.2 Tenure and Duties of Officers  12      Article 5 EXECUTION OF CORPORATE INSTRUMENTS, AND VOTING OF SECURITIES OWNED BY THE CORPORATION  13 Section 5.1 Execution of Corporate Instruments  13 Section 5.2 Voting of Securities Owned by Corporation  14      Article 6 SHARES OF STOCK  14 Section 6.1 Form and Execution of Certificates  14 Section 6.2 Lost Certificates  15 Section 6.3 Transfers  15 Section 6.4 Fixing Record Dates  15 Section 6.5 Registered Stockholders  16      Article 7 OTHER SECURITIES OF THE CORPORATION  16      Article 8 CORPORATE SEAL  17 
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     Article 9 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS  17 Section 9.1 Right to Indemnification  17 Section 9.2 Authority to Advance Expenses  18 Section 9.3 Right of Claimant to Bring Suit  18 Section 9.4 Provisions Nonexclusive  18 Section 9.5 Authority to Insure  19 Section 9.6 Survival of Rights  19 Section 9.7 Settlement of Claims  19 Section 9.8 Effect of Amendment  19 Section 9.9 Subrogation  19 Section 9.10 No Duplication of Payments  19      Article 10 NOTICES  19      Article 11 AMENDMENTS  20 
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**BYLAWS****OF****XCORPOREAL, INC.****ARTICLE 1****OFFICES****Section 1.1 Registered Office.**     The registered office of the corporation in the State of Delaware shall be 615 DuPont Highway,Dover, Delaware 19901, County of Kent. The name of the registered agent is at such address isNational Corporate Research, Ltd.**Section 1.2 Other Offices.**     The corporation shall also have and maintain an office or principal place of business at suchother place as the Board of Directors may determine from time to time, and may also have offices atsuch other places, both within and without the State of Delaware as the Board of Directors may fromtime to time determine or the business of the corporation may require.**ARTICLE 2****STOCKHOLDERS’ MEETINGS****Section 2.1 Place of Meetings.**          (a) Meetings of stockholders may be held at such place, either within or without this State,as may be designated by or in the manner provided in these bylaws or, if not so designated, asdetermined by the Board of Directors. The Board of Directors may, in its sole discretion,determine that the meeting shall not be held at any place, but may instead be held solely by meansof remote communication as authorized by paragraph (b) of this Section 2.1.          (b) If authorized by the Board of Directors in its sole discretion, and subject to suchguidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders notphysically present at a meeting of stockholders may, by means of remote communication:               (1) Participate in a meeting of stockholders; and               (2) Be deemed present in person and vote at a meeting of stockholders whether such meeting isto be held at a designated place or solely by means of remote communication, provided that (A) thecorporation shall implement reasonable measures to verify that each person deemed present andpermitted to vote at the meeting by means of remote communication is a stockholder or proxyholder,(B) the corporation shall implement reasonable
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measures to provide such stockholders and proxyholders a reasonable opportunity to participatein the meeting and to vote on matters submitted to the stockholders, including an opportunity toread or hear the proceedings of the meeting substantially concurrently with such proceedings, and(C) if any stockholder or proxyholder votes or takes other action at the meeting by means of remotecommunication, a record of such vote or other action shall be maintained by the corporation.          (c) For purposes of this Section 2.1, “remote communication” shall include (1) telephone orother voice communications and (2) electronic mail or other form of written or visual electroniccommunications satisfying the requirements of Section 2.11(b).**Section 2.2 Annual Meetings.**     The annual meetings of the stockholders of the corporation, for the purpose of election ofdirectors and for such other business as may lawfully come before it, shall be held on such dateand at such time as may be designated from time to time by the Board of Directors, or, if not sodesignated, then at 10:00 a.m. local time on June 30 in each year if not a legal holiday, and, if alegal holiday, at the same hour and place on the next succeeding day not a holiday.**Section 2.3 Special Meetings.**     Except as otherwise required by law and subject to the rights, if any, of the holders of anyseries of Preferred Stock, special meetings of the stockholders of the corporation may be called,for any purpose or purposes, only by the Chairman of the Board of Directors, the Chief ExecutiveOfficer, the President or the Secretary, in each case pursuant to a resolution of the Board ofDirectors, and special meetings of stockholders of the Corporation may not be called by any otherperson or persons at any time.**Section 2.4 Notice of Meetings.**          (a) Except as otherwise provided by law or the Certificate of Incorporation, written notice ofeach meeting of stockholders, specifying the place, if any, date and hour and purpose or purposesof the meeting, and the means of remote communication, if any, by which stockholders andproxyholders may be deemed to be present in person and vote at such meeting, shall be given notless than 10 nor more than 60 days before the date of the meeting to each stockholder entitled tovote thereat, directed to his address as it appears upon the books of the corporation; except thatwhere the matter to be acted on is a merger or consolidation of the Corporation or a sale, lease orexchange of all or substantially all of its assets, such notice shall be given not less than 20 normore than 60 days prior to such meeting.          (b) If at any meeting action is proposed to be taken which, if taken, would entitle shareholdersfulfilling the requirements of section 262(d) of the Delaware General Corporation Law to anappraisal of the fair value of their shares, the notice of such meeting shall contain a statementof that purpose and to that effect and shall be accompanied by a copy of that statutory section.(c)When a meeting is adjourned to another time or place, notice need not be given of the adjournedmeeting if the time, place, if any, thereof, and the means of remotecommunication, if any, by which stockholders and proxyholders may be deemed to be present inperson and vote at such adjourned meeting, are announced at the meeting at which the adjournment
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istaken unless the adjournment is for more than thirty days, or unless after the adjournment a newrecord date is fixed for the adjourned meeting, in which event a notice of the adjourned meetingshall be given to each stockholder of record entitled to vote at the meeting.          (d) Notice of the time, place and purpose of any meeting of stockholders may be waived inwriting, either before or after such meeting, and, to the extent permitted by law, will be waivedby any stockholder by his attendance thereat, in person or by proxy. Any stockholder so waivingnotice of such meeting shall be bound by the proceedings of any such meeting in all respects as ifdue notice thereof had been given.          (e) Without limiting the manner by which notice otherwise may be given effectively tostockholders, any notice to stockholders given by the corporation under any provision of DelawareGeneral Corporation Law, the certificate of incorporation, or these bylaws shall be effective ifgiven by a form of electronic transmission consented to by the stockholder to whom the notice isgiven. Any such consent shall be revocable by the stockholder by written notice to thecorporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliverby electronic transmission two consecutive notices given by the corporation in accordance with suchconsent, and (ii) such inability becomes known to the secretary or an assistant secretary of thecorporation or to the transfer agent or other person responsible for the giving of notice;provided, however, the inadvertent failure to treat such inability as a revocation shall notinvalidate any meeting or other action. Notice given pursuant to this subparagraph (e) shall bedeemed given: (1) if by facsimile telecommunication, when directed to a number at which thestockholder has consented to receive notice; (2) if by electronic mail, when directed to anelectronic mail address at which the stockholder has consented to receive notice; (3) if by aposting on an electronic network together with separate notice to the stockholder of such specificposting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) ifby any other form of electronic transmission, when directed to the stockholder. An affidavit ofthe secretary or an assistant secretary or of the transfer agent or other agent of the corporationthat the notice has been given by a form of electronic transmission shall, in the absence of fraud,be prima facie evidence of the facts stated therein. For purposes of these bylaws, “electronictransmission” means any form of communication, not directly involving the physical transmission ofpaper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof,and that may be directly reproduced in paper form by such a recipient through an automated process.**Section 2.5 Quorum and Voting.**          (a) At all meetings of stockholders except where otherwise provided by law, the Certificate ofIncorporation or these Bylaws, the presence, in person or by proxy duly authorized, of the holdersof a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for thetransaction of business. Shares, the voting of which at said meeting have been enjoined, or whichfor any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorumat said meeting. In the absence of a quorum, any meeting of stockholders may be adjourned, fromtime to time, by vote of the holders of a majority of the shares represented thereat, but no otherbusiness shall be transacted at such meeting. At suchadjourned meeting at which a quorum is present or represented, any business may be transactedwhich might have been transacted at the original meeting. The stockholders present at a duly
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called or convened meeting at which a quorum is present may continue to transact business untiladjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.          (b) Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, allaction taken by the holders of a majority of the voting power represented at any meeting at which aquorum is present shall be valid and binding upon the corporation.          (c) Where a separate vote by a class or classes is required, a majority of the outstandingshares of such class or classes present in person or represented by proxy shall constitute a quorumentitled to take action with respect to that vote on that matter, and the affirmative vote of themajority of shares of such class or classes present in person or represented by proxy at themeeting shall be the act of such class.**Section 2.6 Voting Rights.**          (a) Except as otherwise provided by law, only persons in whose names shares entitled to votestand on the stock records of the corporation on the record date for determining the stockholdersentitled to vote at said meeting shall be entitled to vote at such meeting. Shares standing in thenames of two or more persons shall be voted or represented in accordance with the determination ofthe majority of such persons, or, if only one of such persons is present in person or representedby proxy, such person shall have the right to vote such shares and such shares shall be deemed tobe represented for the purpose of determining a quorum.          (b) Every person entitled to vote or to execute consents shall have the right to do so eitherin person or by an agent or agents authorized by a written proxy executed by such person or hisduly authorized agent, which proxy shall be filed with the Secretary of the corporation at orbefore the meeting at which it is to be used. Said proxy so appointed need not be a stockholder.No proxy shall be voted on after three (3) years from its date unless the proxy provides for alonger period. Unless and until voted, every proxy shall be revocable at the pleasure of theperson who executed it or of his legal representatives or assigns, except in those cases where anirrevocable proxy permitted by statute has been given.          (c) Without limiting the manner in which a stockholder may authorize another person or personsto act for him as proxy pursuant to subsection (b) of this section, the following shall constitutea valid means by which a stockholder may grant such authority:               (1) A stockholder may execute a writing authorizing another person or persons to act for himas proxy. Execution may be accomplished by the stockholder or his authorized officer, director,employee or agent signing such writing or causing his or her signature to be affixed to suchwriting by any reasonable means including, but not limited to, by facsimile signature.               (2) A stockholder may authorize another person or persons to act for him as proxy bytransmitting or authorizing the transmission of a telephone, telegram, cablegram or other means ofelectronic transmission to the person who will be the holder of the proxy or toa proxy solicitation firm, proxy support service organization or like agent duly authorized bythe person who will be the holder of the proxy to receive such transmission, provided that any such
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telephone, telegram, cablegram or other means of electronic transmission must either set forth orbe submitted with information from which it can be determined that the telephone, telegram,cablegram or other electronic transmission was authorized by the stockholder. Such authorizationcan be established by the signature of the stockholder on the proxy, either in writing or by asignature stamp or facsimile signature, or by a number or symbol from which the identity of thestockholder can be determined, or by any other procedure deemed appropriate by the inspectors orother persons making the determination as to due authorization.If it is determined that such telegrams, cablegrams or other electronic transmissions are valid,the inspectors or, if there are no inspectors, such other persons making that determination shallspecify the information upon which they relied.          (d) Any copy, facsimile telecommunication or other reliable reproduction of the writing ortransmission created pursuant to subsection (c) of this section may be substituted or used in lieuof the original writing or transmission for any and all purposes for which the original writing ortransmission could be used, provided that such copy, facsimile telecommunication or otherreproduction shall be a complete reproduction of the entire original writing or transmission.**Section 2.7 Voting Procedures and Inspectors of Elections.**          (a) The corporation shall, in advance of any meeting of stockholders, appoint one or moreinspectors to act at the meeting and make a written report thereof. The corporation may designateone or more persons as alternate inspectors to replace any inspector who fails to act. If noinspector or alternate is able to act at a meeting of stockholders, the person presiding at themeeting shall appoint one or more inspectors to act at the meeting. Each inspector, beforeentering upon the discharge of his duties, shall take and sign an oath faithfully to execute theduties of inspector with strict impartiality and according to the best of his ability.          (b) The inspectors shall (i) ascertain the number of shares outstanding and the voting powerof each, (ii) determine the shares represented at a meeting and the validity of proxies andballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period arecord of the disposition of any challenges made to any determination by the inspectors, and (v)certify their determination of the number of shares represented at the meeting and their count ofall votes and ballots. The inspectors may appoint or retain other persons or entities to assistthe inspectors in the performance of the duties of the inspectors.          (c) The date and time of the opening and the closing of the polls for each matter upon whichthe stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies orvotes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors afterthe closing of the polls unless the Court of Chancery upon application by a stockholder shalldetermine otherwise.          (d) In determining the validity and counting of proxies and ballots, the inspectors shall belimited to an examination of the proxies, any envelopes submitted with thoseproxies, any information provided in accordance with Sections 211(e) or 212(e)(2) of theDelaware General Corporation Law, or any information provided pursuant to Section 211(a)(2)(B)(i)or (iii)
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thereof, ballots and the regular books and records of the corporation, except that theinspectors may consider other reliable information for the limited purpose of reconciling proxiesand ballots submitted by or on behalf of banks, brokers, their nominees or similar persons whichrepresent more votes than the holder of a proxy is authorized by the record owner to cast or morevotes than the stockholder holds of record. If the inspectors consider other reliable informationfor the limited purpose permitted herein, the inspectors at the time they make their certificationpursuant to subsection (b)(v) of this section shall specify the precise information considered bythem including the person or persons from whom they obtained the information, when the informationwas obtained, the means by which the information was obtained and the basis for the inspectors’belief that such information is accurate and reliable.**Section 2.8 List of Stockholders.**     The officer who has charge of the stock ledger of the corporation shall prepare and make, atleast ten days before every meeting of stockholders, a complete list of the stockholders entitledto vote at said meeting, arranged in alphabetical order, showing the address of and the number ofshares registered in the name of each stockholder. The corporation need not include electronicmail addresses or other electronic contact information on such list. Such list shall be open tothe examination of any stockholder for any purpose germane to the meeting for a period of at least10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that theinformation required to gain access to such list is provided with the notice of the meeting, or(ii) during ordinary business hours at the principal place of business of the corporation. In theevent that the corporation determines to make the list available on an electronic network, thecorporation may take reasonable steps to ensure that such information is available only tostockholders of the corporation. If the meeting is to be held at a place, then the list shall beproduced and kept at the time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present. If the meeting is to be held solely by means ofremote communication, then the list shall also be open to the examination of any stockholder duringthe whole time of the meeting on a reasonably accessible electronic network, and the informationrequired to access such list shall be provided with the notice of the meeting.**Section 2.9 Stockholder Proposals at Annual Meetings.**     At an annual meeting of the stockholders, only such business shall be conducted as shall havebeen properly brought before the meeting. To be properly brought before an annual meeting,business must be specified in the notice of meeting (or any supplement thereto) given by or at thedirection of the Board of Directors, otherwise properly brought before the meeting by or at thedirection of the Board of Directors, or otherwise properly brought before the meeting by astockholder. In addition to any other applicable requirements for business to be properly broughtbefore an annual meeting by a stockholder, the stockholder must have given timely notice thereof inwriting to the Secretary of the corporation. To be timely a stockholder’s notice must be deliveredto or mailed and received at the principal executive offices of the corporation not less than 90days nor more than 120 days prior to the date on which the corporation first mailed its proxymaterials for the previous year’s annual meeting of stockholders (or the date on which thecorporation mails its proxy materials for the current year if during the prior year thecorporation did not hold an annual meeting or if the date of the annual meeting was changedmore than 30 days from the prior year). A stockholder’s notice to the Secretary shall set forth as
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to each matter the stockholder proposes to bring before the annual meeting (i) a brief descriptionof the business desired to be brought before the annual meeting and the reasons for conducting suchbusiness at the annual meeting, (ii) the name and record address of the stockholder proposing suchbusiness, (iii) the class and number of shares of the corporation which are beneficially owned bythe stockholder, and (iv) any material interest of the stockholder in such business.     Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at theannual meeting except in accordance with the procedures set forth in Section 2.1 and this Section2.9, provided, however, that nothing in this Section 2.9 shall be deemed to preclude discussion byany stockholder of any business properly brought before the annual meeting in accordance with saidprocedure.     The Chairman of an annual meeting shall, if the facts warrant, determine and declare to themeeting that business was not properly brought before the meeting in accordance with the provisionsof Section 2.1 and this Section 2.9, and if he should so determine he shall so declare to themeeting, and any such business not properly brought before the meeting shall not be transacted.     Nothing in this Section 2.9 shall affect the right of a stockholder to request inclusion of aproposal in the corporation’s proxy statement to the extent that such right is provided by anapplicable rule of the Securities and Exchange Commission.**Section 2.10 Nominations of Persons for Election to the Board of Directors.**     In addition to any other applicable requirements, only persons who are nominated in accordancewith the following procedures shall be eligible for election as directors. Nominations of personsfor election to the Board of Directors of the corporation may be made at a meeting of stockholdersby or at the direction of the Board of Directors, by any nominating committee or person appointedby the Board of Directors or by any stockholder of the corporation entitled to vote for theelection of directors at the meeting who complies with the notice procedures set forth in thisSection 2.10. Such nominations, other than those made by or at the direction of the Board ofDirectors, shall be made pursuant to timely notice in writing to the Secretary of the corporation.To be timely, a stockholder’s notice must be delivered to or mailed and received at the principalexecutive offices of the corporation, not less than 90 days nor more than 120 days prior to thedate on which the corporation first mailed its proxy materials for the previous year’s annualmeeting of shareholders (or the date on which the corporation mails its proxy materials for thecurrent year if during the prior year the corporation did not hold an annual meeting or if the dateof the annual meeting was changed more than 30 days from the prior year). Such stockholder’snotice shall set forth (a) as to each person whom the stockholder proposes to nominate for electionor re-election as a director, (i) the name, age, business address and residence address of theperson, (ii) the principal occupation or employment of the person, (iii) the class and number ofshares of the corporation which are beneficially owned by the person, and (iv) any otherinformation relating to the person that is required to be disclosed in solicitations for proxiesfor election of directors pursuant to Rule 14a under the SecuritiesExchange Act of 1934; and (b) as to the stockholder giving the notice, (i) the name and recordaddress of the stockholder, and (ii) the class and number of shares of the corporation which are
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beneficially owned by the stockholder. The corporation may require any proposed nominee to furnishsuch other information as may reasonably be required by the corporation to determine theeligibility of such proposed nominee to serve as a director of the corporation. No person shall beeligible for election as a director of the corporation unless nominated in accordance with theprocedures set forth herein. These provisions shall not apply to nomination of any personsentitled to be separately elected by holders of preferred stock.     The Chairman of the meeting shall, if the facts warrant, determine and declare to the meetingthat a nomination was not made in accordance with the foregoing procedure, and if he should sodetermine, he shall so declare to the meeting and the defective nomination shall be disregarded.**Section 2.11 Stockholder Action by Written Consent Without a Meeting.**     Unless otherwise provided in the Certificate of Incorporation of the corporation, any actionrequired by the Delaware General Corporation Law to be taken at any annual or special meeting ofstockholders of a corporation, or any action which may be taken at any annual or special meeting ofsuch stockholders, may be taken without a meeting, without prior notice, and without a vote, if aconsent or consents in writing, setting forth the action so taken, shall be signed by the holdersof outstanding stock having not less than the minimum number of votes that would be necessary toauthorize or take such action at a meeting at which all shares entitled to vote thereon werepresent and voted.     Prompt notice of the taking of the corporate action without a meeting by less than unanimouswritten consent shall be given to those stockholders who have not consented in writing and who, ifthe action had been taken at a meeting, would have been entitled to notice of the meeting if therecord date for such meeting had been the date that written consents signed by a sufficient numberof holders to take the action were delivered to the corporation as provided in Section 228 of theDelaware General Corporation Law. In the event that the action which is consented to is such aswould have required the filing of a certificate under any provision of the Delaware GeneralCorporation Law, if such action had been voted on by stockholders at a meeting thereof, thecertificate filed under such provision shall state, in lieu of any statement required by suchprovision concerning any vote of stockholders, that written consent has been given in accordancewith Section 228 of the Delaware General Corporation Law.**ARTICLE 3****DIRECTORS****Section 3.1 Number and Term of Office.**     The number of directors shall be determined from time to time by resolution of the Board ofDirectors, provided the Board shall consist of at least one member. No reduction of the authorizednumber of directors shall have the effect of removing any director before that director’s term ofoffice expires. With the exception of the first Board of Directors, which shallbe elected by the incorporators, and except as provided in Section 3.3 of this Article III,the directors shall be elected by a plurality vote of the shares represented in person or by proxyatthe
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stockholders annual meeting in each year and entitled to vote on the election of directors.Elected directors shall hold office until the next annual meeting and until their successors shallbe duly elected and qualified. Directors need not be stockholders. If, for any cause, the Boardof Directors shall not have been elected at an annual meeting, they may be elected as soonthereafter as convenient at a special meeting of the stockholders called for that purpose in themanner provided in these Bylaws.**Section 3.2 Powers.**     The powers of the corporation shall be exercised, its business conducted and its propertycontrolled by or under the direction of the Board of Directors.**Section 3.3 Vacancies.**     Vacancies, including any vacancies that result from an increase in the number of directors,may only be filled as provided in the Certificate of Incorporation of the Corporation. Eachdirector so chosen shall hold office until his or her success shall be elected and qualified oruntil such director’s earlier death, resignation, retirement or removal from office.**Section 3.4 Resignations and Removals.**     Directors may only be removed as provided in the Certificate of Incorporation of theCorporation. Any director may resign at any time upon written notice to the Board of Directors orto the Chief Executive Officer, the President or the Secretary of the Corporation. Suchresignation shall take effect at the time specified therein, and unless otherwise specified thereinno acceptance of such resignation shall be necessary to make it effective. The acceptance of aresignation shall not be necessary to make it effective.**Section 3.5 Meetings.**          (a) The annual meeting of the Board of Directors shall be held immediately after the annualstockholders’ meeting and at the place where such meeting is held or at the place announced by theChairman at such meeting. No notice of an annual meeting of the Board of Directors shall benecessary, and such meeting shall be held for the purpose of electing officers and transacting suchother business as may lawfully come before it.          (b) Except as hereinafter otherwise provided, regular meetings of the Board of Directors shallbe held in the office of the corporation required to be maintained pursuant to Section 1.2 ofArticle I hereof. Regular meetings of the Board of Directors may also be held at any place, withinor without the State of Delaware, which has been designated by resolutions of the Board ofDirectors or the written consent of all directors.          (c) Special meetings of the Board of Directors may be held at any time and place within orwithout the State of Delaware whenever called by the Chairman of the Board of Directors or, ifthere is no Chairman of the Board of Directors, by the President, or by any of the directors.
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          (d) Written notice of the time and place of all regular and special meetings of the Board ofDirectors shall be delivered personally to each director or sent by telegram or facsimiletransmission or other form of electronic transmission at least 48 hours before the start of themeeting, or sent by first class mail at least 120 hours before the start of the meeting. Notice ofany meeting may be waived in writing at any time before or after the meeting and will be waived byany director by attendance thereat.**Section 3.6 Quorum and Voting.**          (a) A quorum of the Board of Directors shall consist of a majority of the exact number ofdirectors fixed from time to time in accordance with Section 3.1 of Article III of these Bylaws,but not less than one; provided, however, at any meeting whether a quorum be present or otherwise,a majority of the directors present may adjourn from time to time until the time fixed for the nextregular meeting of the Board of Directors, without notice other than by announcement at themeeting.          (b) At each meeting of the Board of Directors at which a quorum is present, all questions andbusiness shall be determined by a vote of a majority of the directors present, unless a differentvote be required by law, the Certificate of Incorporation, or these Bylaws.          (c) Any member of the Board of Directors, or of any committee thereof, may participate in ameeting by means of conference telephone or other communication equipment by means of which allpersons participating in the meeting can hear each other, and participation in a meeting by suchmeans shall constitute presence in person at such meeting.          (d) The transactions of any meeting of the Board of Directors, or any committee thereof,however called or noticed, or wherever held, shall be as valid as though had at a meeting duly heldafter regular call and notice if a quorum be present and if, either before or after the meeting,each of the directors not present shall sign a written waiver of notice, or a consent to holdingsuch meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shallbe filed with the corporate records or made a part of the minutes of the meeting.**Section 3.7 Action Without Meeting.**     Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any actionrequired or permitted to be taken at any meeting of the Board of Directors or of any committeethereof may be taken without a meeting, if all members of the Board of Directors or of suchcommittee, as the case may be, consent thereto in writing or by electronic transmission, and suchwriting or writings or electronic transmission or transmissions are filed with the minutes ofproceedings of the Board of Directors or committee. Such filing shall be in paper form if theminutes are maintained in paper form and shall be in electronic form if the minutes are maintainedin electronic form.
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**Section 3.8 Fees and Compensation.**     Directors and members of committees may receive such compensation, if any, for their services,and such reimbursement for expenses, as may be fixed or determined by resolution of the Board ofDirectors.**Section 3.9 Committees.**          (a) **Other Committees**: The Board of Directors may, by resolution passed by a majority of thewhole Board of Directors, from time to time appoint committees as may be permitted by law. Suchcommittees appointed by the Board of Directors shall have such powers and perform such duties asmay be prescribed by the resolution or resolutions creating such committee.          (b) **Term**: The members of all committees of the Board of Directors shall serve a termcoexistent with that of the Board of Directors which shall have appointed such committee. TheBoard of Directors, subject to the provisions of subsections (a) or (b) of this Section 3.9, may atany time increase or decrease the number of members of a committee or terminate the existence of acommittee; provided that no committee shall consist of less than one member. The membership of acommittee member shall terminate on the date of his death or voluntary resignation, but the Boardof Directors may at any time for any reason remove any individual committee member and the Board ofDirectors may fill any committee vacancy created by death, resignation, removal or increase in thenumber of members of the committee. The Board of Directors of Directors may designate one or moredirectors as alternate members of any committee, who may replace any absent or disqualified memberat any meeting of the committee, and, in addition, in the absence or disqualification of any memberof a committee, the member or members thereof present at any meeting and not disqualified fromvoting, whether or not he or they constitute a quorum, may unanimously appoint another member ofthe Board of Directors to act at the meeting in the place of any such absent or disqualifiedmember.          (c) **Meetings**: Unless the Board of Directors shall otherwise provide, regular meetings of theExecutive Committee or any other committee appointed pursuant to this Section 3.9 shall be held atsuch times and places as are determined by the Board of Directors, or by any such committee, andwhen notice thereof has been given to each member of such committee, no further notice of suchregular meetings need be given thereafter; special meetings of any such committee may be held atthe principal office of the corporation required to be maintained pursuant to Section 1.2 ofArticle I hereof; or at any place which has been designated from time to time by resolution of suchcommittee or by written consent of all members thereof, and may be called by any director who is amember of such committee upon written notice to the members of such committee of the time and placeof such special meeting given in the manner provided for the giving of written notice to members ofthe Board of Directors of the time and place of special meetings of the Board of Directors. Noticeof any special meeting of any committee may be waived in writing at any time after the meeting andwill be waived by any director by attendance thereat. A majorityof the authorized number of members of any such committee shall constitute a quorum for thetransaction of business, and the act of a majority of those present at any meeting at which aquorum is present shall be the act of such committee.
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**ARTICLE 4****OFFICERS****Section 4.1 Officers Designated.**     The officers of the Corporation shall be elected by the Board of Directors and may consist ofa Chief Executive officer, a President, a Chief Financial Officer, one or more Executive VicePresidents, one or more Senior Vice Presidents, one or more Vice Presidents, a Secretary, anynumber of Assistant Secretaries and such other officers and assistant officers as may be deemednecessary or desirable by the Board of Directors. Any number of offices may be held by the sameperson unless the certificate of incorporation or these Bylaws otherwise provide. In itsdiscretion, the Board of Directors may choose not to fill any office for any period as it may deemadvisable. The Board of Directors may also elect from among its members a Chairman of the Board ofDirectors.**Section 4.2 Tenure and Duties of Officers.**          (a) **General**: All officers shall hold office at the pleasure of the Board of Directors anduntil their successors shall have been duly elected and qualified, unless sooner removed. Anyofficer elected or appointed by the Board of Directors may be removed at any time by the Board ofDirectors. If the office of any officer becomes vacant for any reason, the vacancy may be filledby the Board of Directors. Nothing in these Bylaws shall be construed as creating any kind ofcontractual right to employment with the corporation.          (b) **Duties of the Chairman of the Board of Directors**: The Chairman of the Board of Directorswhen present shall preside at all meetings of the stockholders and the Board of Directors. TheChairman of the Board of Directors shall perform such other duties and have such other powers asthe Board of Directors shall designate from time to time.          (c) **Duties of Chief Executive Officer**: The Chief Executive Officer shall be the chiefexecutive officer of the corporation and shall preside at all meetings of the stockholders and atall meetings of the Board of Directors, unless the Chairman of the Board of Directors has beenappointed and is present. The Chief Executive Officer shall perform duties commonly incident tothe office and perform such other duties and have such other powers as the Board of Directors shalldesignate from time to time. The Chief Executive Officer shall report directly to the Board ofDirectors and shall have the right to delegate any of his or her powers to any other officer oremployee and the authority to appoint Vice Presidents of the Corporation.          (d) **Duties of President**: The President shall preside at all meetings of the stockholders andat all meetings of the Board of Directors, unless the Chairman of the Board of Directors or ChiefExecutive Officer has been appointed and is present. The President shall perform duties commonlyincident to the office and perform such other duties and have such other powers as the Board ofDirectors shall designate from time to time.          (e) **Duties of Vice-Presidents**: The Vice-Presidents, in the order of their seniority, mayassume and perform the duties of the President in the absence or disability of the
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President orwhenever the office of the President is vacant. The Vice-Presidents shall perform such otherduties and have such other powers as the Board of Directors, the Chief Executive Officer or thePresident shall designate from time to time.          (f) **Duties of Secretary**: The Secretary shall attend all meetings of the stockholders and ofthe Board of Directors and any committee thereof, and shall record all acts and proceedings thereofin the minute book of the corporation, which may be maintained in either paper or electronic form.The Secretary shall give notice, in conformity with these Bylaws, of all meetings of thestockholders and of all meetings of the Board of Directors and any Committee thereof requiringnotice. The Secretary shall perform such other duties and have such other powers as the Board ofDirectors, Chief Executive Officer or President shall designate from time to time. The Presidentmay direct any assistant secretary to assume and perform the duties of the Secretary in the absenceor disability of the Secretary, and each assistant secretary shall perform such other duties andhave such other powers as the Board of Directors, Chief Executive Officer or the President shalldesignate from time to time.          (g) **Duties of Treasurer/Chief Financial Officer**: The Treasurer/Chief Financial Officer shallkeep or cause to be kept the books of account of the corporation in a thorough and proper manner,and shall render statements of the financial affairs of the corporation in such form and as oftenas required by the Board of Directors or the President. The Treasurer/Chief Financial Officer,subject to the order of the Board of Directors, shall have the custody of all funds and securitiesof the corporation. The Treasurer/Chief Financial Officer shall perform all other duties commonlyincident to his office and shall perform such other duties and have such other powers as the Boardof Directors or the President shall designate from time to time. The President may direct anyassistant treasurer to assume and perform the duties of the Treasure/Chief Financial Officer in theabsence or disability of the Treasurer/Chief Financial Officer, and each assistant treasurer shallperform such other duties and have such other powers as the Board of Directors or the Presidentshall designate from time to time.**ARTICLE 5****EXECUTION OF CORPORATE INSTRUMENTS, AND**