2shall be held at the same time on the next business day, or (ii) at such other time and date, notmore than thirteen months after the last preceding annual meeting, as the Board shall designate.          2.3. Call of Special Meetings. Special meetings of the stockholders shall be called bythe Secretary at the request in writing of the President or a majority of the directors then inoffice. Such request shall state the purpose or purposes of the proposed meeting.          2.4. Quorum and Adjourned Meetings. Except as otherwise provided by the laws ofDelaware or by the Certificate of Incorporation, a quorum for the transaction of business atmeetings of the stockholders shall consist of the holders of a majority of the stock entitled tovote thereat, present in person or represented by proxy. Whether or not a quorum is present, amajority in interest of the stockholders present in person or by proxy at any duly called meetingand entitled to vote thereat may adjourn the meeting from time to time to another time or place, atwhich time, if a quorum is present, any business may be transacted which might have been transactedat the meeting as originally scheduled. Notice need not be given of the adjourned meeting if thetime and place thereof are announced at the meeting at which the adjournment is taken, unless theadjournment is for more than thirty days or a new record date is fixed for the adjourned meeting,in which event a notice of the adjourned meeting

 

3shall be given to each stockholder of record entitled to vote at the meeting.          2.5. Vote of Stockholders and Proxies. Every stockholder having the right to vote at ameeting of stock-holders shall be entitled to exercise such vote in person or by proxy appointed byan instrument in writing subscribed by such stockholder or by his duly authorized attorney-in-fact.Each stockholder shall have one vote for each share of stock having voting power held by him.Except as otherwise provided by the laws of Delaware, by the Certificate of Incorporation or bythese Bylaws, all elections shall be determined and all questions decided by a plurality of thevotes cast in respect thereof, a quorum being present.          2.6. List of Stockholders. The Secretary shall prepare and make, at least ten daysbefore every meeting of the stockholders, a complete list of the stockholders entitled to vote atthe meeting, arranged in alphabetical order, and showing the address of each stockholder and thenumber of shares registered in the name of each stockholder. Such list shall be open to theexamination of any stockholder, for any purpose germane to the meeting, during ordinary businesshours, for a period of at least ten days prior to the meeting, either at a place within the citywhere the meeting is to be held, which place shall be specified in the notice of meeting, or, ifnot so specified, at the place where the meeting is to be held. The list shall also be produced andkept at the time and place of the meeting during the whole

 

4time thereof, and may be inspected by any stockholder who is present.          2.7. Notice of Meetings. Notice of each meeting of the stockholders shall be given bythe Secretary, not less than ten nor more than sixty days before the meeting, to each stockholderentitled to receive the same. Such notice shall set forth the place, date and hour of the meeting,and, in the case of a special meeting, the purpose or purposes thereof. The business transacted atany special meeting shall be confined to the purposes stated in such notice. No such notice of anymeeting need be given to any stockholder who files a written waiver of notice thereof with theSecretary, either before or after the meeting. Attendance of a person at a meeting of stockholders,in person or by proxy, shall constitute a waiver of notice of such meeting, except when thestockholder attends the meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfully called or convened.          2.8. Action Without a Meeting. Any action required or permitted by these Bylaws to betaken at an annual or special meeting of stockholders may be taken without a meeting, without priornotice and without a vote, if a consent or consents in writing, setting forth the action so taken,shall be signed by the holders of outstanding stock having not less than the minimum number ofvotes that would be necessary to authorize or take such action at a meeting at which all

 

5shares entitled to vote thereon were present and voted, and shall be delivered to the Corporationby delivery to its registered office in Delaware, its principal place of business, or an officer oragent of the Corporation having custody of the book in which proceedings of meetings ofstockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand orby certified or registered mail, return receipt requested. Every written consent shall bear thedate of signature of each stockholder who signs the consent, and no written consent shall beeffective to take the corporate action referred to therein unless, within 60 days of the earliestdated consent delivered to the Corporation in the manner required, written consents signed by asufficient number of holders to take action are delivered to the Corporation in the mannerrequired. Prompt notice of the taking of the corporate action without a meeting by less thanunanimous written consent shall be given to those stockholders who have not consented in writing.Article III.BOARD OF DIRECTORS.          3.1. Number and Qualifications of Directors. The business and affairs of theCorporation shall be managed by or under the direction of its Board of Directors, consisting ofsuch number of directors as may be determined from time to

 

6time by the Board. Except as otherwise provided in this section, each director shall be elected atthe annual meeting of stockholders. Newly created directorships and all other vacancies may befilled at any time by a majority vote of the directors then in office, although less than a quorum.Unless he resigns, dies or is removed prior thereto, each director shall continue to hold officeuntil the annual meeting of stockholders next following his election and until his successor hasbeen elected and has qualified. Resignations of directors must be in writing and shall be effectiveupon the date of receipt thereof by the Secretary or upon an effective date specified therein,whichever date is later, unless acceptance is made a condition of the resignation, in which eventit shall be effective upon acceptance by the Board. Any director may be removed at any time, withor without cause, by the affirmative vote of the holders of a majority of the stock of theCorporation issued and outstanding and entitled to vote.          3.2. Powers. The Board may exercise all such powers of the Corporation and do all suchlawful acts and things as are not, by the laws of Delaware, by the Certificate of Incorporation orby these Bylaws, directed or required to be exercised or done by the stockholders.          3.3. First Meeting. The first meeting of the Board after the annual meeting ofstockholders may be held without notice, either immediately after said meeting of stockholders andat the place where it was held, or at such

 

7other time and place, whether within or without Delaware, as shall be determined by the Board priorto the annual meeting or by the consent in writing of all the directors.          3.4. Regular Meetings. Regular meetings of the Board may be held without notice atsuch time and place, whether within or without Delaware, as shall from time to time be determinedby the Board.          3.5. Special Meetings. Special meetings of the Board shall be called by the Secretaryat the request in writing of the President or of any two directors. Such request shall state thepurpose or purposes of the proposed meeting. Such meetings may be held at any place, whether withinor without Delaware. Notice of each such meeting shall be given by the Secretary to each directorat least two days before the meeting. Such notice shall set forth the time and place at which themeeting is to be held and the purpose or purposes thereof. No such notice of any meeting need begiven to any director who attends the meeting or who files a written waiver of notice thereof withthe Secretary, either before or after the meeting.          3.6. Quorum of Directors. A quorum for the transaction of business at meetings of theBoard shall consist of a majority of the directors then in office, but in no event less thanone-third of the whole Board. In the absence of a quorum at any duly scheduled or duly calledmeeting, a majority of the directors present may adjourn the meeting from time to time, withoutnotice other than announcement at the

 

8meeting, until a quorum is present, at which time any business may be transacted which might havebeen transacted at the meeting as originally scheduled.          3.7. Action Without a Meeting. Any action required or permitted to be taken at anymeeting of the Board or any committee thereof may be taken without a meeting if all members of theBoard or committee consent thereto in writing and the writing is filed with the minutes of theproceedings of the Board or committee.          3.8. Meetings by Conference Telephone. Members of the Board, or of any committee ofthe Board, may participate in any meeting of the Board or of such committee by means of conferencetelephone or similar communications equipment by means of which all persons participating in themeeting can hear each other, and such participation shall constitute presence in person at suchmeeting.          3.9. Executive and Other Committees. The Board of Directors, by resolution passed by amajority of the whole Board, may designate from its members an Executive Committee and such otherstanding or special committees, each to consist of two or more directors, as may be provided insuch resolution. The Board may designate one or more directors as alternate members of eachcommittee who may replace any absent or disqualified member at any meeting of the committee. Eachcommittee may meet at stated times, or on notice to all by any of their own number. During theintervals between meetings of the Board, the Executive Committee shall advise

 

9with and aid the officers of the Corporation in all matters concerning its interests and themanagement of its business, and generally perform such duties as may be directed by the Board fromtime to time. Subject to any limitations imposed by the Board, the Executive Committee shallpossess and may exercise all the powers of the Board while the Board is not in session, except inreference to amending the Certificate of Incorporation, adopting an agreement of merger orconsolidation, recommending to the stockholders the sale, lease or exchange of all or substantiallyall of the Corporation’s property and assets, recommending to the stockholders a dissolution of theCorporation or a revocation of a dissolution, amending the Bylaws, filling newly createddirectorships and vacancies on the Board or the Committee, or (unless expressly authorized byresolution of the Board) declaring a dividend or authorizing the issuance of stock. Each othercommittee shall have all such powers and perform all such duties as may be expressly determined bythe Board. Vacancies in the membership of each committee shall be filled by the Board. Unless heresigns, dies or is removed prior thereto, each member of a committee shall continue to hold officeuntil the first meeting of the Board after the annual meeting of stockholders next following hisdesignation, and until his successor has been designated. Any member of a committee may be removedat any time, with or without cause, by the affirmative vote of a majority of the whole Board.

 

10     3.10. Committee Minutes. Each committee shall keep regular minutes of its proceedingsand report the same to the Board.     3.11. Compensation of Directors. The directors as such, and as members of any standingor special committee, may receive such compensation for their services as may be fixed from time totime by resolution of the Board. Nothing herein contained shall be construed to preclude anydirector from serving the Corporation in any other capacity and receiving compensation therefor.Article IV.OFFICERS.     4.1. Principal Officers, Election and Compensation. The officers of the Corporationshall be chosen by the Board. The principal officers shall be a President, one or more VicePresidents, a Secretary and a Treasurer, and may, in the discretion of the Board, include aChairman of the Board, all of whom shall be elected each year at the first meeting of the Boardafter the annual meeting of the stockholders of the Corporation. Two or more offices may be held bythe same person. The Chairman of the Board, if one is elected, and the President, shall be chosenby the directors from their own number. The salaries of the principal officers of the Corporationshall be fixed by the Board.

 

11     4.2. Other Officers. The Board may appoint such other officers, assistant officers andagents as it shall deem necessary, who shall hold their offices for such terms and shall exercisesuch powers and perform such duties as shall be determined by the Board. The salaries of personsappointed under this section may be fixed by the President, who shall report to the Board annuallythereon.     4.3. Term and Removal. Unless he resigns, dies or is removed prior thereto, eachofficer of the Corporation shall hold office until his successor has been chosen and has qualified.Any person elected or appointed by the Board may be removed at any time, with or without cause, andall vacancies (however arising) may be filled at any time, by the affirmative vote of a majority ofthe directors then in office. Any other employee of the Corporation may be removed at any time,with or without cause, by the President or by any superior of such employee to whom the power ofremoval has been delegated by the President.     4.4. Chairman of the Board. The Chairman of the Board, if one is elected, shallpreside at all meetings of the stockholders and directors. He shall be a member of the ExecutiveCommittee and of all other committees appointed by the Board, and he shall have such other powersand perform such other duties as may be prescribed from time to time by the Board.

 

12     4.5. President. The President shall be the chief executive officer and shall havegeneral supervision and direction of the business of the Corporation, and shall see that all ordersand resolutions of the Board are carried into effect. He shall have all the general powers andduties usually vested in the chief executive officer of a corporation, and in addition shall havesuch other powers and perform such other duties as may be prescribed from time to time by theBoard. He shall be vested with all the powers and perform all the duties of the Chairman of theBoard in the absence or disability of the Chairman of the Board.     4.6. Vice Presidents. Each Vice President shall have such powers and perform suchduties as may be prescribed from time to time by the Board or the President. In the absence ordisability of the Chairman of the Board and the President, each Vice President shall be vested withall the powers and authorized to perform all the duties of said officers, and the performance ofany act or the execution of any instrument by a Vice President in any instance in which suchperformance or execution would customarily have been accomplished by the Chairman of the Board orby the President shall constitute conclusive evidence of the absence or disability of the Chairmanof the Board and the President.     4.7. Secretary. The Secretary shall attend all sessions of the Board and all meetingsof the stockholders and record all votes and the minutes of all proceedings in a

 

13book to be kept for that purpose. He shall perform like duties for the standing committees whenrequired. He shall give, or cause to be given, notice of all meetings of the stockholders and ofthe Board, when notice is required by these Bylaws. He shall have custody of the seal of theCorporation, and, when authorized by the Board, or when any instrument requiring the corporate sealto be affixed shall first have been signed by the Chairman of the Board, the President or a VicePresident, shall affix the seal to such instrument and shall attest the same by his signature. Heshall have such other powers and perform such other duties as may be prescribed from time to timeby the Board or the President .     4.8. Assistant Secretary. Each Assistant Secretary, if one or more are appointed,shall be vested with all the powers and authorized to perform all the duties of the Secretary inhis absence or disability. The performance of any act or the execution of any instrument by anAssistant Secretary in any instance in which such performance or execution would customarily havebeen accomplished by the Secretary shall constitute conclusive evidence of the absence ordisability of the Secretary. Each Assistant Secretary shall perform such other duties as may beprescribed from time to time by the Board, the President or the Secretary.     4.9. Treasurer. The Treasurer shall be the chief financial officer of the Corporation.He shall have custody of the corporate funds and securities, shall keep full and

 

14accurate accounts of receipts and disbursements in books belonging to the Corporation and shalldeposit all moneys and other valuable effects in the name and to the credit of the Corporation insuch depositaries as may be designated by the Board. He shall disburse the funds of theCorporation, taking proper vouchers for such disbursements, and shall render to the President andthe Board at the regular meetings of the Board, or whenever they may require it, an account of allhis transactions as Treasurer and of the financial condition of the Corporation. He shall have suchother powers and perform such other duties as may be prescribed from time to time by the Board orthe President.     4.10. Assistant Treasurer. Each Assistant Treasurer, if one or more are appointed,shall be vested with all the powers and authorized to perform all the duties of the Treasurer inhis absence or disability. The performance of any act or the execution of any instrument by anAssistant Treasurer in any instance in which such performance or execution would customarily havebeen accomplished by the Treasurer shall constitute conclusive evidence of the absence ordisability of the Treasurer. Each Assistant Treasurer shall perform such other duties as may beprescribed from time to time by the Board, the President or the Treasurer.     4.11. Fidelity Bonds. If required by the Board, any officer shall give the Corporationa bond, in a sum and with one or more sureties satisfactory to the Board, for the faithfulperformance of the duties of his office, and for the

 

15restoration to the Corporation, in case of his death, resignation, retirement or removal fromoffice, of all books, papers, vouchers, money and other property of whatever kind in his possessionor under his control belonging to the Corporation.     4.12. Duties of Officers May Be Delegated. In case of the absence of any officer ofthe Corporation, or for any other reason that the Board may deem sufficient, the Board maydelegate, for the time being, the powers or duties, or any of them, of such officer to any otherofficer, or to any director, provided a majority of the directors then in office concur therein.Article V.INDEMNIFICATION OF DIRECTORS AND OFFICERS.     5.1. The Corporation shall indemnify directors and officers of the Corporation and mayindemnify other individuals to the extent set forth in or authorized by the Certificate ofIncorporation.Article VI.CAPITAL STOCK.     6.1. Certificates of Stock. The certificates of stock of the Corporation shall benumbered and shall be entered in the books of the Corporation as they are issued.

 

16They shall exhibit the holder’s name and number of shares and shall be signed by (i) the Chairmanof the Board or President or a Vice President and (ii) the Treasurer or an Assistant Treasurer orthe Secretary or an Assistant Secretary. Any or all of the signatures on the certificate may be afacsimile. If any officer, transfer agent or registrar who has signed or whose facsimile signaturehas been placed upon a stock certificate shall cease to be such officer, transfer agent orregistrar before such certificate is issued, it may be issued by the Corporation with the sameeffect as if he were such officer, transfer agent or registrar at the date of issue.     6.2. Transfers of Stock. Transfers of stock shall be made on the books of theCorporation only by the person named in the certificate or by his attorney, lawfully constituted inwriting, and upon surrender of the certificate therefor.     6.3. Registered Stockholders. The Corporation shall be entitled to treat the holder ofrecord of any share or shares of stock as the holder in fact thereof, and accordingly shall not bebound to recognize any equitable or other claim to or interest in such share on the part of anyother person, whether or not it shall have express or other notice thereof, save as expresslyprovided by the laws of Delaware.     6.4. Lost Certificates. Any person claiming a certificate of stock to be lost, stolenor destroyed shall furnish proof of that fact satisfactory to an officer of the

 

17Corporation, and shall give the Corporation a bond of indemnity in form and amount and with one ormore sureties satisfactory to such officer, whereupon a new certificate may be issued of the sametenor and for the same number of shares as the one alleged to be lost, stolen or destroyed. TheBoard may at any time authorize the issuance of a new certificate to replace a certificate allegedto be lost, stolen or destroyed upon such other lawful terms and conditions as the Board shallprescribe.     6.5. Dividends. Dividends upon the capital stock of the Corporation may be declared bythe Board at any regular or special meeting as provided by the laws of Delaware and the Certificateof Incorporation. Before payment of any dividend or making any distribution of profits, there maybe set aside out of the surplus or net profits of the Corporation such sum or sums as thedirectors, from time to time, in their absolute discretion, think proper as a reserve fund to meetcontingencies, or for equalizing dividends, or for repairing or maintaining any property of theCorporation, or for such other purposes as the directors shall deem conducive to the interests ofthe Corporation.     6.6. Fixing Record Date. In order that the Corporation may determine the stockholdersentitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or toexpress consent to corporate action in writing without a meeting, or entitled to receive payment ofany dividend or other distribution or allotment of any rights, or

 

18entitled to exercise any rights in respect of any change, conversion or exchange of stock or forthe purpose of any other lawful action, the Board may fix, in advance, a record date, which shallnot be more than sixty nor less than ten days before the date of such meeting, nor more than sixtydays prior to any other action.Article VII.CONDUCT OF BUSINESS.     7.1. Powers of Execution. (a) All checks and other demands for money and notes andother instruments for the payment of money shall be signed on behalf of the Corporation by suchofficer or officers or by such other person or persons as the Board may from time to timedesignate.     (b) All contracts, deeds and other instruments to which the seal of the Corporation is affixedshall be signed on behalf of the Corporation by the Chairman of the Board, by the President, by anyVice President, or by such other person or persons as the Board may from time to time designate,and shall be attested by the Secretary or an Assistant Secretary.     (c) All other contracts, deeds and instruments shall be signed on behalf of the Corporation bythe Chairman of the Board, by the President, by any Vice President, or by such other person orpersons as the Board or the President may from time to time designate.

 

19     (d) All shares of stock owned by the Corporation in other corporations shall be voted onbehalf of the Corporation by the President or by such other person or persons as the Board may fromtime to time designate.     7.2. Seal. The corporate seal shall have inscribed thereon the name of theCorporation, the year of its organization and the words, “Corporate Seal, Delaware.”     7.3. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.Article VIII.NOTICES.     8.1. Whenever, under the provisions of these Bylaws, notice is required to be given to anydirector or stockholder, such notice may be given in writing (i) by mail, by depositing the same inthe United States mail, postage prepaid, or (ii) by telegram, by delivering the same with paymentof the applicable tariff to a telegraph company for transmission, in either case addressed to suchdirector or stockholder at such address as appears on the records of the Corporation, and suchnotice shall be deemed to be given at the time when the same shall be so mailed or so delivered toa telegraph company.

 

20Article IX.AMENDMENTS.     9.1. These Bylaws may be amended (i) at any meeting of the stockholders by the affirmativevote of the holders of a majority of the stock issued and outstanding and entitled to vote thereator (ii) at any meeting of the Board by the affirmative vote of a majority of the directors then inoffice; provided, however, that in either case notice of the proposed amendment shall have beencontained in the notice of the meeting.