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meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of ameeting to approve a plan of merger or exchange) nor more than 60 days before the date of themeeting, either personally or by mail, by or at the direction of the President, the Secretary orthe officer or other person calling the meeting, to each shareholder of record entitled to vote atsuch meeting. If mailed, such notice shall be deemed to be delivered when deposited in the UnitedStates mail, addressed to the shareholder at his or its address as it appears on the share transferrecords of the Corporation, with postage prepaid.Section 5.Quorum. A quorum shall be present at a meeting of stockholders if the holder orholders of a majority of the shares entitled to vote are present in person, represented by dulyauthorized representative in the case of a corporation or other legal entity orrepresented by proxy, unless otherwise provided in the Certificate of Incorporation. Unlessotherwise provided in the Certificate of Incorporation or these bylaws, once a quorum is present ata duly constituted meeting of stockholders, the stockholders present or represented at the meetingmay conduct such business as may be properly brought before the meeting until it is adjourned, andthe subsequent withdrawal from the meeting of any shareholder present or represented shall notaffect the presence of a quorum at the meeting. Unless otherwise provided in the Certificate ofIncorporation or these bylaws, the stockholders entitled to vote and present or represented at ameeting of stockholders at which a quorum is not present may adjourn the meeting until such timeand to such place as may be determined by a vote of the holders of a majority of the sharesrepresented at the meeting. At such adjourned meeting at which a quorum shall be present orrepresented, any business may be conducted which might have been conducted at the meeting asoriginally notified.Section 6. Voting. With respect to any matter, other than the election of directors or amatter for which the affirmative vote of the holders of a specified portion of the shares isrequired by statute, the affirmative vote of the holders of a majority of the shares entitled tovote on that matter and represented at a meeting of stockholders at which a quorum is present shallbe the act of the stockholders, unless otherwise provided in the Certificate of Incorporation orthese bylaws. Unless otherwise provided in the Certificate of Incorporation of these bylaws,directors shall be elected by a plurality of the votes cast by the holders of shares entitled tovote in the election of directors at a meeting of stockholders at which a quorum is present.Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on eachmatter submitted to a vote at a meeting of stockholders, except to the extent that the Certificateof Incorporation provide for more or less than one vote per share or limit or deny voting rights tothe holders of the shares of any class or series or as otherwise provided by statute. A shareholdermay vote in person, by duly authorized representative in the case of a corporation or other legalentity or by proxy executed in writing by the shareholder or by his or its duly authorizedattorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the timeof the meeting.
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Section 8.Action Without Meeting. Unless otherwise provided in the Certificate ofIncorporation, any action required or permitted to be taken at any meeting of the stockholders maybe taken without a meeting, without prior notice and without a vote, if a consent or consents inwriting, setting forth the action so taken, shall have been signed by the holder or holders of allthe shares entitled to vote with respect to the action that is the subject of the consent.ARTICLE IIIDIRECTORSSection 1. Responsibilities. The powers of the Corporation shall be exercised by or underthe authority of, and the business and affairs of the Corporation shall be managed under thedirection of, its Board of Directors.Section 2. Number; Term. The number of directors shall be no less than one (1) and no morethan five (5). The number of directors shall be fixed from time to time by the Board of Directorsor by the stockholders at the annual or a special meeting. No decrease in the number of directorsshall have the effect of shortening the term of an incumbent director. The directors shall beelected at the annual meeting of the stockholders, except as provided in Section 3 below. At eachannual meeting, the holders of shares entitled to vote in the election of directors shall electdirectors to hold office until the next succeeding annual meeting. Unless removed in accordancewith the Certificate of Incorporation or this Section, each director elected shall hold office forthe term for which he is elected and until his successor shall have been elected and qualified.Directors need not be residents of the State of Delaware or stockholders of the Corporation. At anymeeting of stockholders called expressly for that purpose, any director or the entire Board ofDirectors may be removed, with or without cause, by the affirmative vote of the holder or holdersof a majority of the shares then entitled to vote at an election of directors.Section 3.Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death,resignation, removal or otherwise) may be filled by election at an annual or special meeting ofstockholders called for that purpose, by the affirmative vote of a majority of the remainingdirectors then in office, though less than a quorum, or by a sole remaining director. Each directorelected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Anydirectorship to be filled by reason of an increase in the number of directors may be filled byelection at an annual or special meeting of stockholders called for that purpose or by the Board ofDirectors for a term of office continuing only until the next election of one or more directors bythe stockholders; provided, however, that the Board of Directors may not fill more than two suchdirectorships during the period between any two successive annual meetings of stockholders.
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Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, maybe held either within or without the State of Delaware.Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at suchtime and at such place as shall from time to time be determined by the Board of Directors. Regularmeetings of the Board of Directors may be held without notice.Section 6. Special Meetings. Special meetings of the Board of Directors may be called bythe Chairman of the Board of by the President and shall be called by the Secretary on the writtenrequest of at least two directors. Written notice specifying the time and place of special meetingsshall be given to each director at least three days before the date of the meeting. Such noticemay, but need not, specify the purpose or purposes of the meeting.Section 7.Quorum; Majority Vote. At all meetings, a majority of the number of thedirectors fixed in the manner provided in these bylaws shall constitute a quorum for thetransaction of business unless a greater number is specifically required by statute or provided inthe Certificate of Incorporation or these bylaws. The act of a majority of the directors present ata meeting at which a quorum is present shall be the act of the Board of Directors, except asotherwise specifically required by statute or provided in the Certificate of Incorporation or thesebylaws, in which case the express provision shall control. If a quorum shall not be present at anymeeting of the Board of Directors, the directors present thereat may adjourn the meeting from timeto time, without notice other than announcement at the meeting, until a quorum shall be present.Section 8. Minutes. The Board of Directors shall keep regular minutes of itsproceedings. The minutes shall be placed in the minute book of the Corporation.Section 9.Committees. The Board of Directors, by resolution adopted by a majority of the fullBoard of Directors, may designate from among its members an executive committee and one or moreother committees, each of which shall be comprised of one or more members, and may designate one ormore of its members as alternate members of any committee, who may, subject to any limitationsimposed by the Board of Directors, replace absent or disqualified members, at any meeting of thatcommittee. Any such committee, to the extent provided in such resolution or in the Certificate ofIncorporation or these bylaws, shall have and may exercise all of the authority of the Board ofDirectors, except as otherwise provided by statute. The designation of such committee and thedelegation thereto of authority shall not operate to relieve the Board of Directors, or any memberthereof, of any responsibility imposed by law. Such committee or committees shall have such name ornames as may be determined from time to time by resolution adopted by the Board of Directors.Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetingsand report the same to the Board of Directors when required. Such minutes shall be place in theminute book of the Corporation.
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Section 11. Action Without Meeting. Unless otherwise restricted by the Certificate ofIncorporation or these bylaws, any action required or permitted to be taken at a meeting of theBoard of Directors or any committee may be taken without a meeting if a consent in writing, settingforth the action so taken, is signed by all the members of the Board of Directors or committee, asthe case may be. Such consent shall have the same force and effect as a unanimous vote at ameeting.ARTICLE IVNOTICESSection 1. Method. Whenever by statute, the Certificate of Incorporation, these bylaws orotherwise, notice is required to be given to a director or shareholder, and no provision is made asto how the notice shall be given, it shall not be construed to be personal notice, but any suchnotice may be given: (a) in writing, by mail, postage prepaid, addressed tothe director at the last address known by the Corporation for such director or shareholder at theaddress appearing on the share transfer records of the Corporation, or (b) in any other methodpermitted by law. Any notice required or permitted to be given by mail shall be deemed given at thetime when the same is deposited in the United States mail.Section 2. Waiver. Whenever by statute, the Certificate of Incorporation or these bylaws,any notice is required to be given to a director or shareholder, a waiver thereof in writing,signed by the person or persons entitled to such notice, or in the case of a corporation or otherlegal entity by its duly authorized representative, whether before or after the time statedtherein, shall be equivalent to the giving of such notice.ARTICLE VOFFICERSSection 1. Number. The officers of the Corporation shall consist of a President and aSecretary, each of whom shall be elected by the Board of Directors. The Board of Directors may alsoelect such other officers as they deem necessary or desirable, including a Chairman of the Board, aTreasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, AssistantSecretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shallhold office at the pleasure of the Board of Directors. The same person may, at the discretion ofthe Board of Directors, hold any two or more offices.Section 2. Appointed Officers. The President or any Executive Vice President may appointsuch officers and agents, other than the President and Secretary, as he shall deem
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necessary or desirable, who shall hold their offices for such terms as the President or theExecutive Vice President shall determine.Section 3. Removal. Any officer elected by the Board of Directors may be removed by theBoard of Directors whenever in its judgment the best interests of the Corporation will be servedthereby.Section 4. Compensation. The compensation of all officers and agents of the Corporation whoare also directors of the Corporation shall be fixed by the Board of Directors. The Board ofDirectors may delegate the power to fix the compensation of all other officers and agents of theCorporation to an officer of the Corporation.Section 5. Duties. The officers of the Corporation, whether elected or appointed shallhave such authority and shall perform such duties as are customarily incident to their respectiveoffices, or as may be specified from time to time by resolution of the Board of Directorsregardless of whether such authority and duties are customarily incident to such office.ARTICLE VICERTIFICATE OF STOCK     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, orin the name of, the Corporation, by the President or any Vice President, and by the Secretary orany Assistant Secretary of the Corporation, certifying the number of shares owned by him in theCorporation.ARTICLE VIIINDEMNIFICATION OF DIRECTORS AND OFFICERS     Each person who is or was a director, officer, employee or agent of the Corporation, or is orwas serving at the request of the Corporation as a director, officer, partner, venturer,proprietor, trustee, employee, agent or similar functionary of another corporation, partnership,joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (includinghe heirs, executors, administrators or estate of such person) shall be indemnified by theCorporation to the fullest extent that a corporation is required or permitted to grantindemnification to such person under the Delaware General Corporation Law, as the same exists ormay hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent ofthe Corporation who was, is or is threatened to be made a named defendant or respondent in aproceeding shall be paid or reimbursed by the Corporation, in advance of the final disposition ofthe proceeding, to
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the maximum extent permitted under Delaware law, as the same exists or may hereafter be amended.The right to indemnification under this Article shall be a contract right. In the event of thedeath of any person having a right of indemnification under this Article, such right will inure tothe benefit of his or her heirs, executors, administrators and personal representatives. The rightsunder this Article will not be exclusive of any other right which any person may have orhereinafter acquire under any statute, bylaw, resolution of stockholders of directors, agreement orotherwise.ARTICLE VIIIGENERAL PROVISIONS     Section 1. Checks. All checks or demands for money and notes of the Corporation shallbe signed by such officer or officers or such other person or persons as the Board of Directors mayfrom time to time designate.     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed byresolution of the Board of Directors.     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, the stockholders, members of the Board of Directorsor members of any committee of the Board of Directors may participate in and hold a meeting of suchstockholders, the Board of Directors or committee, as the case may be, by means of conferencetelephone or similar communications equipment by means of which all persons participating in themeeting can hear each other, and participation in such a meeting shall constitute presence inperson at the meeting, except where a person participates in the meeting for the express purpose ofobjecting to the transaction of any business on the ground that the meting is not lawfully calledor convened.     Section 4. Distributions and Share Dividends. Subject to statute and any provision ofthe Certificate of Incorporation, distributions in the form of cash or property or share dividendsmay be declared by the Board of Directors at any regular or special meeting.     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Certificate ofIncorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws maybe adopted, by the stockholders or the Board of Directors, subject to the stockholders providing inamending, repealing or adopting a particular bylaw that it may not be amended or repealed by theBoard of Directors.
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