and hour of the meeting and, in the case of a special meeting, shall also state the purposefor which the meeting is called. Notice of any meeting of stockholders shall not be required to begiven to any stockholder to whom notice may be omitted pursuant to applicable Delaware law or whoshall have waived such notice, and such notice shall be deemed waived by any stockholder who shallattend such meeting in person or by proxy, except a stockholder who shall attend such meeting forthe express purpose of objecting, at the beginning of the meeting, to the transaction of anybusiness because the meeting is not lawfully called or convened. Except as otherwise expresslyrequired by law, notice of any adjourned meeting of stockholders need not be given if the time andplace thereof are announced at the meeting at which the adjournment is taken.     SECTION 2.5. Quorum. Except as otherwise required by law, the holders of record of amajority in voting interest of the shares of stock of the Corporation entitled to be voted thereat,present in person or by proxy, shall constitute a quorum for the transaction of business at anymeeting of stockholders of the Corporation or any adjournment thereof. Subject to the requirementof a larger percentage vote contained in the Certificate of Incorporation, these Bylaws or bystatute, the stockholders present at a duly called or held meeting at which a quorum is present maycontinue to do business until adjournment, notwithstanding any withdrawal of stockholders that mayleave less than a quorum remaining, if any action taken (other than adjournment) is approved by atleast a majority of the shares required to constitute a quorum. In the absence of a quorum at anymeeting or any adjournment thereof, a majority in voting interest of the stockholders present inperson or by proxy and entitled to vote thereat or, in the absence therefrom of all thestockholders, any officer entitled to preside at, or to act as secretary of, such meeting mayadjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present,any business may be transacted that might have been transacted at the meeting as originally called.     SECTION 2.6. Voting.     (A) Each stockholder shall, at each meeting of stockholders, be entitled to vote inperson or by proxy each share of the stock or the Corporation that has voting rights on thematter in question and that shall have been held by such stockholder and registered in suchstockholder’s name on the books of the Corporation:     (i) on the date fixed pursuant to Section 6.5 of these Bylaws as the record datefor the determination of stockholders entitled to notice of and to vote at themeeting; or     (ii) if no such record date shall have been so fixed, then (a) at the close ofbusiness on the day next preceding the day upon which notice of the meeting shall begiven or (b) if notice of the meeting shall be waived, at the close of business onthe day next preceding the day upon which the meeting shall be held.     (B) Shares of its own stock belonging to the Corporation or to another corporation, ifa majority of the shares entitled to vote in the election of directors in such othercorporation is held, directly or indirectly, by the Corporation, shall neither be entitledto vote nor be counted for quorum purposes. Persons holding stock of the Corporation in afiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledgedshall be entitled to vote, unless in the transfer by the pledgor on the books of theCorporation the pledgor shall have expressly empowered the pledgee to vote thereon, in whichcase only the pledgee, or the pledgee’s proxy, may represent such stock and vote thereon.Stock having
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voting power standing of record in the names of two or more persons, whetherfiduciaries, members of a partnership, joint tenants, tenants in common, tenants by theentirety or otherwise, or with respect to which two or more persons have the same fiduciaryrelationship, shall be voted in accordance with the provisions of the Delaware GeneralCorporation Law.     (C) Any such voting rights may be exercised by the stockholder entitled thereto inperson or by such stockholder as proxy appointed by an instrument in writing, subscribed bysuch stockholder or by such stockholder’s attorney thereunto authorized and delivered to thesecretary of the meeting; provided, however, that no proxy shall be voted oracted upon after three years from its date unless said proxy shall provide for a longerperiod. The attendance at any meeting of a stockholder who may theretofore have given aproxy shall not have the effect of revoking the same unless such stockholder shall inwriting so notify the secretary of the meeting prior to the voting of the proxy. At anymeeting of stockholders, all matters, except as otherwise provided in the Certificate ofIncorporation, in these Bylaws or by law, shall be decided by the vote of a majority invoting interest of the stockholders present in person or by proxy and entitled to votethereat and thereon, a quorum being present. The vote at any meeting of stockholders on anyquestion need not be by ballot, unless so directed by the chairman of the meeting. On a voteby ballot, each ballot shall be signed by the stockholder voting, or by such stockholder’sproxy, if there be such proxy, and it shall state the number of shares voted.     SECTION 2.7. List of Stockholders. The Secretary of the Corporation shall prepare andmake, at least 10 days before every meeting of stockholders, a complete list of the stockholdersentitled to vote at the meeting, arranged in alphabetical order and showing the address et eachstockholder and the number of shares registered in the name of such stockholder. Such list shall beopen to the examination of any stockholder, for any purpose germane to the meeting, during ordinarybusiness hours, for a period of at least 10 days prior to the meeting, either at a place within thecity where the meeting is to be held, which place 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 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.     SECTION 2.8. Judges. If at any meeting of stockholders a vote by written ballot shallbe taken on any question, the chairman of such meeting may appoint a judge or judges to act withrespect to such vote. Each judge so appointed shall first subscribe an oath faithfully to executethe duties of a judge at such meeting with strict impartiality and according to the best of suchjudge’s ability. Such judges shall decide upon the qualification of the voters and shall report thenumber of shares represented at the meeting and entitled to vote on such question, shall conductand accept the votes, and, when the voting is completed, shall ascertain and report the number ofshares voted respectively for and against the question. Reports of judges shall be in writing andsubscribed and delivered by them to the Secretary of the corporation. The judges need not bestockholders of the Corporation, and any officer of the Corporation may be a judge on any questionother than a vote for or against a proposal in which such officer shall have a material interest.     SECTION 2.9. Advance Notice of Stockholder Proposals and Stockholder Nominations.     (A) At any meeting of the stockholders, only such business shall be conducted as shallhave been brought before the meeting (i) by or at the direction of the Board or (ii) by anystockholder of the Corporation who complies with the notice procedures set forth in this
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Section 2.9. For business to be properly brought before any meeting of the stockholders bya stockholder (other than the nomination of a person for election as a director, which isgoverned by Section 2.9(B) below), the stockholder must have given notice thereof in writingto the Secretary of the Corporation not less than 90 days in advance of such meeting or, iflater, the seventh day following the first public announcement of the date of such meeting.In addition, the stockholder providing such notice must be a stockholder of record both atthe time the notice is given and at the time of the annual meeting at which the businessreferenced in the notice will be considered. A stockholder’s notice to the Secretary shallset forth as to each matter the stockholder proposes to bring before the meeting (i) a briefdescription of the business desired to be brought before the meeting and the reasons forconducting such business at the meeting, (ii) the name and address of the stockholderproposing such business, (iii) the class and number of shares of the Corporation that arebeneficially owned by the stockholder, (iv) whether and the extent to which any hedging orother transaction or series of transactions has been entered into by or on behalf of, or anyother agreement, arrangement or understanding (including, but not limited to, any derivativeposition, short position, or any borrowing or lending of shares) has been made, the effector intent of which is to mitigate loss to or manage risk or benefit of share price changesfor, or to increase or decrease the voting power of, such stockholder or any StockholderAffiliate, (v) any material interest of the stockholder or any Stockholder Affiliate in suchbusiness, and (vi) whether the stockholder or any Stockholder Affiliate intends to conduct aproxy solicitation. Furthermore, a stockholder providing such notice shall promptlyprovide any other information reasonably requested by the Corporation. Notwithstandinganything in these Bylaws to the contrary, no business shall be conducted at any meeting ofthe stockholders except in accordance with the procedures set forth in this Section 2.9.The Chairman of any such meeting shall direct that any business not properly brought beforethe meeting shall not be considered.     For purposes of this Section 2.9, “public announcement” shall be deemed to include anannouncement made in a press release reported by the Dow Jones News Services, AssociatedPress or a comparable national news service or in a document filed by the Corporation withthe Securities and Exchange Commission, and “Stockholder Affiliate” means (i) any personcontrolling, directly or indirectly, or acting in concert with, any stockholder providingthe notice pursuant to this Section 2.9, (ii) any beneficial owner of shares of stock of theCorporation owned of record or beneficially by such stockholder and (iii) any personcontrolling, controlled by or under common control with the Stockholder Affiliate.     (B) Nominations for the election of directors may be made by the Board or by anystockholder entitled to vote in the election of directors, provided, however, that astockholder may nominate a person for election as a director at a meeting only if writtennotice of such stockholder’s intent to make such nomination has been given to the Secretaryof the Corporation not later than 90 days in advance of such meeting or, if later, theseventh day following the first public announcement of the date of such meeting. Each suchnotice shall set forth: (i) the name and address of the stockholder who intends to make thenomination; (ii) the name and address of the person or persons to be nominated; (iii) arepresentation that the stockholder is a holder of record of stock of the Corporationentitled to vote at such meeting and intends to appear in person or by proxy at the meetingand nominate the person or persons specified in the notice; (iv) a description of allarrangements or understandings between the stockholder or any Stockholder Affiliate on theone hand, and
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any nominee for election as a director on the other hand, pursuant to which thenomination or nominations are to be made by the stockholder; (v) such other informationregarding each nominee proposed by such stockholder as would be required to be included in aproxy statement filed pursuant to the proxy rules of the United States Securities andExchange Commission had the nominee been nominated, or intended to be nominated, by theBoard; (vi) the consent and commitment of each nominee to serve as a director of theCorporation and to comply with the Corporation’s corporate governance standards if soelected; (vii) whether and the extent to which any hedging or other transaction or series oftransactions has been entered into by or on behalf of, or any other agreement, arrangementor understanding (including, but not limited to, any derivative position, short position, orany borrowing or lending of shares) has been made, the effect or intent of which is tomitigate loss to or manage risk or benefit of share price changes for, or to increase ordecrease the voting power of, such stockholder or any Stockholder Affiliate; and (viii)whether the stockholder or any Stockholder Affiliate intends to conduct a proxysolicitation. In addition, the stockholder making such nomination shall promptly provideany other information reasonably requested by the Corporation. No person shall be eligiblefor election as a director of the Corporation unless nominated in accordance with theprocedures set forth in this Section 2.9(B). The Chairman of any meeting of stockholdersshall direct that any nomination not made in accordance with these procedures bedisregarded.ARTICLE III: Board of Directors     SECTION 3.1. General Powers. Subject to any requirements in the Certificate ofIncorporation, these Bylaws, and of the Delaware General Corporation Law as to action which must beauthorized or approved by the stockholders, any and all corporate powers shall be exercised by orunder the authority of, and the business and affairs of the Corporation shall be under thedirection of, the Board to the fullest extent permitted by law. Without limiting the generality ofthe foregoing, it is hereby expressly declared that the Board shall have the following powers, towit:     (A) to select and remove all the officers, agents and employees of the Corporation,prescribe such powers and duties for them as may not be inconsistent with law, theCertificate of Incorporation or these Bylaws, fix their compensation, and require from themsecurity for faithful service;     (B) to conduct, manage and control the affairs and business of the Corporation, and tomake such rules and regulations therefor not inconsistent with law, the Certificate ofIncorporation or these Bylaws (as the same may be amended from time to time), as it may deembest;     (C) to change the location of the registered office of the Corporation in Section 1.1hereof; to change the principal office and the principal office for the transaction of thebusiness of the Corporation from one location to another as provided in Section 1.2 hereof;to fix and locate from time to time one or more subsidiary offices of the Corporation withinor without the State of Delaware as provided in Section 1.3 hereof; to designate any placewithin or without the State of Delaware for the holding of any meeting or meetings ofstockholders; and to adopt, make and use a corporate seal, and to prescribe the forms ofcertificates of stock, and to alter the form of such seal and of such certificates from timeto time, and in its judgment as it may deem best, provided such seal and such certificateshall at all times comply with the provisions of law;
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     (D) to authorize the issue of shares of stock of the Corporation from time to time,upon such terms and for such considerations as may be lawful;     (E) to borrow money and incur indebtedness for the purposes of the Corporation, and tocause to be executed and delivered therefor, in the corporate name, promissory notes, bonds,debentures, deeds of trust and securities therefor; and     (F) by resolution adopted by a majority of the authorized number of directors, todesignate an executive and other committees of the Board, each consisting of one or moredirectors, to serve at the pleasure of the Board, and to prescribe the manner in whichproceedings at such committee or committees shall be conducted.     SECTION 3.2. Number and Term of Office. The authorized number of directors of theCorporation shall be up to and including thirteen (13) until this Section 3.2 is amended by aresolution duly adopted by the Board. Directors need not be stockholders. Each of the directors ofthe Corporation shall hold office until such director’s successor shall have been duly elected andshall qualify or until such director shall resign or shall have been removed in the manner providedin these Bylaws.     SECTION 3.3. Election of Directors.     (A) In an uncontested election of directors, each director of the Corporation shall beelected by a majority of the votes cast by the shares present in person or represented byproxy at the meeting and entitled to vote on the election of directors (a “majority vote”);provided, however, that, in a contested election, the directors shall be elected by aplurality of the votes cast by the shares present in person or represented by proxy at themeeting and entitled to vote on the election of directors. For purposes of this Section3.3, (i) an “uncontested election” is an election in which the number of nominees fordirector is not greater than the number of directors to be elected, (ii) a “contestedelection” is an election in which the number of nominees for director nominated by (a) theBoard or (b) any stockholder or (c) a combination of the Board and any stockholder, exceedsthe number of directors to be elected, and (iii) a “majority of the votes cast” means thatthe number of votes “for” a nominee for director must exceed fifty percent (50%) of thevotes cast. Votes “against” a nominee for director will count as votes cast, but“abstentions” will not count as votes cast. Prior to the meeting, the Board shall determinewhether an election constitutes a contested election, and such determination shall remaineffective from the date of such determination regardless of any change in the number ofnominees for director or the number of directors to be elected.     (B) In order for any incumbent director to become a nominee for further service on theBoard, such person must submit an irrevocable letter of resignation to the Board, whichoffer of resignation shall become effective (i) upon that incumbent director not receiving amajority vote in an uncontested election, and (ii) upon acceptance of the offer ofresignation by the Board as set forth in this Section 3.3.     Within sixty (60) days following certification of the stockholder vote, theCorporation’s Nominating and Corporate Governance Committee (the “Committee”) shallrecommend to the Board the action to be taken with respect to such offer of resignation. Indetermining whether or not to recommend that the Board accept any resignation offer, the
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Committee shall be entitled to consider all factors believed relevant by theCommittee’s members, including, without limitation: (i) any stated reasons for theincumbent director not receiving the required majority vote and whether the underlying causeor causes are curable; (ii) the factors, if any, set forth in the guidelines or otherpolicies that are to be considered by the Committee in evaluating potential candidates forthe Board as such factors relate to each incumbent director who has so offered his or herresignation; (iii) the length of service of such incumbent director; (iv) the effect of suchresignation on the Corporation’s compliance with any law, rule, regulation, stock exchangelisting standards or contractual obligations; (v) such incumbent director’s contributions tothe Corporation; and (vi) any other factors that the Committee believes are in the bestinterests of the Corporation.     The Board shall act on the Committee’s recommendation within ninety (90) days followingcertification of the stockholder vote and shall notify the incumbent director concerned ofits decision. In determining whether or not to accept any resignation offer, the Board shalltake into account the factors considered by the Committee and any additional information andfactors that the Board believes to be relevant. If any director’s resignation offer is notaccepted by the Board, the Board shall, within four (4) business days after reaching itsdecision, publicly disclose the decision, including the reasons for not accepting an offerof resignation, by a press release, a filing with the Securities and Exchange Commission orother broadly disseminated means of communication.     Any director who tenders his or her offer to resign shall not participate in either theCommittee’s or the Board’s consideration or other actions regarding whether to accept theoffer of resignation. If each member of the Committee did not receive the required majorityvote, a majority of the Board shall appoint a special committee of independent directors forsuch purpose of making a recommendation to the Board. If no independent directors receivedthe required majority vote, the Board shall act on the resignation offers.     (C) If any incumbent director’s resignation offer is not accepted by the Board, suchincumbent director shall continue to serve on the Board for the term for which he or shewould have been elected and until his or her successor is duly elected and qualified, oruntil the incumbent director’s earlier death, resignation, or removal. If an incumbentdirector’s offer of resignation is accepted by the Board pursuant to this Section 3.3, or ifa nominee for director is not elected by a majority vote and the nominee is not an incumbentdirector, then the Board, in its sole discretion, may fill any resulting vacancy pursuant tothe provisions of Section 3.5 hereof.     SECTION 3.4. Resignations. Any director of the Corporation may resign at any time bygiving written notice to the Board or to the Secretary of the Corporation. Any such resignationshall take effect at the time specified therein, or, if the time be not specified, it shall takeeffect immediately upon receipt; and, unless otherwise specified therein, the acceptance of suchresignation shall not be necessary to make it effective.     SECTION 3.5. Vacancies. Except as otherwise provided in the Certificate ofIncorporation, any vacancy in the Board, whether because of death, resignation, disqualification,an increase in the number of directors or any other cause, may be filled by vote of the majority ofthe remaining directors, even though less than a quorum, or by a sole remaining director; provided,however, that whenever the holders of any class or series of shares are entitled to elect one ormore directors, any vacancy or newly created directorship of such class or series may be filled bya majority of the
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directors elected, by such class or series then in office, or by a sole remaining director soelected. Each director so chosen to fill a vacancy shall hold office until such director’ssuccessor shall have been elected and shall qualify or until such director shall resign or shallhave been removed. No reduction of the authorized number of directors shall have the effect ofremoving any director prior to the expiration of such director’s term of office.     SECTION 3.6. Place of Meeting. The Board or any committee thereof may hold any of itsmeetings at such place or places within or without the State of Delaware as the Board or suchcommittee may from time to time by resolution designate or as shall be designated by the person orpersons calling the meeting or in the notice or a waiver of notice of any such meeting. Directorsmay participate in any regular or special meeting of the Board or any committee thereof by means ofconference telephone or similar communications equipment pursuant to which all personsparticipating in the meeting of the Board or such committee can hear each other, and suchparticipation shall constitute presence in person at such meeting.     SECTION 3.7. Regular Meetings. Regular meetings of the Board may be held at such timesas the Board shall from time to time by resolution determine. If any day fixed for a regularmeeting shall be a legal holiday at the place where the meeting is to be held, than the meetingshall be held at the same hour and place on the next succeeding business day not a legal holiday.Except as provided by law, notice of regular meetings need not be given.     SECTION 3.8. Special Meetings. Special meetings of the Board for any purpose orpurposes shall be called at any time by the Chairman of the Board or, if the Chairman of the Boardis absent or unable or refuses to act, by the Chief Executive Officer or the President. Except asotherwise provided by law or by these Bylaws, written notice of the time and place of specialmeetings shall be delivered personally or by facsimile transmission to each director, or sent toeach director by mail or by other form of written communication, charges prepaid, addressed to suchdirector at such director’s address, or in the case of facsimile transmission at the facsimilenumber, as it is shown upon the records of the Corporation, or, if it is not so shown on suchrecords and is not readily ascertainable, at the place in which the meetings of the directors areregularly held. In case such notice is mailed or telegraphed, it shall be deposited in the UnitedStates mail or delivered to the telegraph company in the County in which the principal office forthe transaction of the business of the Corporation is located at least 48 hours prior to the timeof the holding of the meeting. In case such notice is delivered personally or by facsimiletransmission as above provided, it shall be delivered at least 24 hours prior to the time of theholding of the meeting. Such mailing, telegraphing, delivery or facsimile transmission as aboveprovided shall be due, legal and personal notice to such director. Except where otherwise requiredby law or by these Bylaws, notice of the purpose of a special meeting need not be given. Notice ofany meeting of the Board shall not be required to be given to any director who is present at suchmeeting, except a director who shall attend such meeting for the express purpose of objecting, atthe beginning of the meeting, to the transaction of any business because the meeting is notlawfully called or convened.     SECTION 3.9. Quorum and Manner of Acting. Except as otherwise provided in theseBylaws, the Certificate of Incorporation or by applicable law, the presence of a majority of theauthorized number of directors shall be required to constitute a quorum for the transaction ofbusiness at any meeting of the Board, and all matters shall be decided at any such meeting, aquorum being present, by the affirmative vote of a majority of the directors present. A meeting atwhich a quorum is initially present may continue to transact business notwithstanding thewithdrawal of directors, provided any action taken is approved by at least a majority of therequired quorum for
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such meeting. In the absence of a quorum, a majority of directors present at any meeting mayadjourn the same from time to time until a quorum shall be present. Notice of any adjourned meetingneed not be given. The directors shall act only as a Board, and the individual directors shall haveno power as such.     SECTION 3.10. Action by Consent. Any action required or permitted to be taken at anymeeting of the Board or of any committee thereof may be taken without a meeting if consent inwriting is given thereto by all members of the Board or of such committee, as the case may be, andsuch consent is filed with the minutes of proceedings of the Board or of such committee.     SECTION 3.11. Compensation. Directors who are not employees of the Corporation or anyof its subsidiaries may receive an annual fee for their services as directors in an amount fixed byresolution of the Board, and, in addition, a fixed fee, with or without expenses of attendance, maybe allowed by resolution of the Board for attendance at each meeting, including for attendance ateach meeting of a committee or the Board. Nothing herein contained shall be construed to precludeany director from serving the Corporation in any other capacity as an officer, agent, employee, orotherwise, and receiving compensation therefor.     SECTION 3.12. Committees. By resolution adopted by a majority of the authorized numberof directors, the Board may designate an audit committee and a compensation committee and suchother committees as it shall determine. Each committee shall consist of two or more of the membersof the Board and shall serve at the pleasure of the Board. Each such committee shall be governed bya charter adopted by a majority of the authorized number of directors. To the extent provided inany such charter and subject to any restrictions or limitations on the delegation of power andauthority imposed by applicable law, any such committee shall have and may exercise all the powersand authority of the Board in the management of the business and affairs of the Corporation, andmay authorize the seal or the Corporation to be affixed to all papers-which may require it. Anysuch committee shall keep written minutes of its meetings and report the same to the Board at thenext regular meeting of the Board. Unless the Board or these Bylaws shall otherwise prescribe themanner of proceedings of any such committee, meetings of such committee may be regularly scheduledin advance and may be called at any time by the chairman of the committee or by any two membersthereof; otherwise, the provisions of these Bylaws with respect to notice and conduct of meetingsof the Board shall govern committees of the Board and actions by such committees.ARTICLE IV: Officers     SECTION 4.1. Officers. The officers of the Corporation shall be a Chief ExecutiveOfficer, a President, one or more Vice Presidents (the number thereof and their respective titlesto be determined by the Board), a Secretary, and such other officers as may be appointed at thediscretion of the Board in accordance with the provisions of Section 4.3 hereof. The Board mayappoint a Chairman of the Board and, if the Board so designates, the Chairman of the Board may bean officer of the Corporation. Any number of offices may be held by the same person.     SECTION 4.2. Election. The officers of the corporation, except such officers as may beappointed or elected in accordance with the provisions of Sections 4.3 or 4.5 hereof, shall, bechosen annually by the Board at the first meeting thereof held after the annual meeting ofstockholders, and each officer shall hold office until such officer shall resign or shall beremoved or otherwise disqualified to serve, or until such officer’s successor shall be elected andqualified.
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     SECTION 4.3. Other Officers. In addition to the officers chosen annually by the Boardat its first meeting, the Board also may appoint or elect such other officers as the business ofthe Corporation may require, each of whom shall have such authority and perform such duties as areprovided in these Bylaws or as the Board may from time to time specify and each of whom shall holdoffice until such officer shall resign or shall be removed or otherwise disqualified to serve, oruntil such officer’s successor shall be elected and qualified.     SECTION 4.4. Removal and Resignation. Any officer may be removed, either with orwithout cause, by resolution of the Board passed by a majority of the directors at the time inoffice, at any regular or special meeting of the Board, or, except in case of an officer chosen bythe Board, by any officer upon whom such power of removal may be conferred by the Board.     SECTION 4.5. Vacancies. A vacancy in any office because of death, resignation,removal, disqualification or any other cause shall be filled in the manner prescribed in theseBylaws for regular appointments to such office.ARTICLE V: Contracts, Checks, Drafts, Bank Accounts, Etc.     SECTION 5.1. Execution of Contracts. The Board, except as in these Bylaws otherwiseprovided, may authorize any officer or officers, or agent or agents, to enter into any contract orexecute any instrument in the name of and on behalf of the Corporation, and such authority may begeneral or confined to specific instances; and unless so authorized by the Board or by theseBylaws, no officer, agent or employee shall have any power or authority to bind the Corporation byany contract or engagement or to pledge its credit or to render it liable for any purpose or in anyamount.     SECTION 5.2. Checks, Drafts, Etc. All checks, drafts or other orders for payment ofmoney, notes or other evidence of indebtedness, issued in the name of or payable to theCorporation, shall be signed or endorsed by such person or persons and in such manner as, from timeto time, shall be determined by resolution of the Board. Each such officer, assistant, agent orattorney shall give such bond, if any, as the Board may require.     SECTION 5.3. Deposits. All funds of the Corporation not otherwise employed shall bedeposited from time to time to the credit of the Corporation in such banks, trust companies orother depositories as the Board may select, or as may be selected by any officer or officers,assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom suchpower shall have been delegated by the Board. For the purpose of deposit and for the purpose ofcollection for the account of the Corporation, the Chairman of the Board, the Chief ExecutiveOfficer, the President, any Vice President or the Treasurer (or any other officer or officers,assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shallfrom time to time be determined by the Board) may endorse, assign and deliver checks, drafts andother orders for the payment of money which are payable to the order of the Corporation.     SECTION 5.4. General and Special Bank Accounts. The Board may from time to timeauthorize the opening and keeping of general and special bank accounts with such banks, trustcompanies or other depositories as the Board may select or as may be selected by any officer orofficers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation towhom such power shall have been delegated by the Board. The Board may make such special rules andregulations with respect to such bank accounts, not inconsistent with the provisions of theseBylaws, as it may deem expedient.
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ARTICLE VI: Shares and Their Transfer     SECTION 6.1. Certificates for Stock; Uncertificated Shares; Stock Records. The sharesof stock of the Corporation may be certificated or uncertificated, as provided under the GeneralCorporation Law of the State of Delaware.     (a) Certificates for Stock. Every owner of stock of the Corporation, uponwritten request to the transfer agent or the registrar of the Corporation, shall be entitledto have a certificate or certificates for shares of stock, to be in such form as the Boardshall prescribe, certifying the number and class or series of shares of the stock of theCorporation owned by such owner. The certificates representing shares of such stock shallbe signed in the name of the Corporation by the Chairman of the Board, the Chief ExecutiveOfficer, the President or any Vice President, and by the Secretary or the Treasurer. Any orall of the signatures on any such certificate may be a facsimile. In case any officer,transfer agent or registrar who has signed, or whose facsimile signature has been placedupon, any such certificate, shall have ceased to be such officer, transfer agent orregistrar before such certificate is issued, such certificate may nevertheless be issued bythe Corporation with the same effect as though the person who signed such certificate, orwhose facsimile signature shall have been placed thereupon, were such officer, transferagent or registrar at the date of issue. Every certificate surrendered to the Corporationfor exchange or transfer shall be cancelled, and no new certificate or certificates, or,upon request, uncertificated shares of stock, shall be issued in exchange for any existingcertificate until such existing certificate shall have been so cancelled, except in casesprovided for in Section 6.4 hereof.     (b) Uncertificated Shares. Shares of stock of the Corporation may be evidencedby registration in the owner’s name in uncertificated form on the books of the Corporation.To the extent provided by applicable law, within a reasonable time after the issuance ortransfer of uncertificated shares of stock, the Corporation shall send or cause to be sentto the registered owner thereof a written notice containing the information required to beset forth or stated on certificates representing shares of that class or series of stock, ora statement that the Corporation will furnish without charge to each registered ownerthereof who so requests, the powers, designations, preferences and relative rights of eachclass of stock or series thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights. Except as otherwise expressly provided by applicable law, therights and obligations of the owners of uncertificated shares of stock and the rights andobligations of the owners of certificated shares of stock of the same class and series shallbe identical.     (c) Stock Records. A record shall be kept of the respective names of thepersons, firms or corporations owning shares of the Corporation’s stock, whethercertificated or uncertificated, the number and class or series of shares owned thereby,respectively, and the respective dates thereof, and in case of cancellation, the respectivedates of cancellation.     SECTION 6.2. Transfers of Stock. Transfers of shares of stock of the Corporationshall be made only on the books of the Corporation by the registered holder thereof, or by suchholder’s attorney-in-fact thereunto authorized by power of attorney duly executed and filed withthe Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 6.3hereof, and, in the case of certificated shares of stock, upon surrender of the certificate orcertificates for such shares properly endorsed and the payment of all taxes thereon, or, in thecase of uncertificated shares of stock, upon receipt of proper transfer instructions, payment ofall taxes thereon and
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compliance with appropriate procedures for transferring shares in uncertificated form. Theperson in whose name shares of stock stand on the books of the Corporation shall be deemed theowner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shallbe made for collateral security, and not absolutely, such fact shall be so expressed in the entryof transfer if, when the shares, whether certificated or uncertificated, shall be presented to theCorporation for transfer, both the transferor and the transferee request the Corporation to do so.     SECTION 6.3. Regulations. The Board may make such rules and regulations as it maydeem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registrationof certificated or uncertificated shares of stock of the Corporation. It may appoint, or authorizeany officer or officers to appoint, one or more transfer clerks or one or more transfer agents andone or more registrars, and, in the case of certificated shares of stock, may require all suchcertificates to bear the signature or signatures of any of them.     SECTION 6.4. Lost, Stolen, Destroyed, and Mutilated Certificates. In any case of loss,theft, destruction, or mutilation of any certificate of stock, another certificate of stock may beissued in its place, or, at the request of the holder thereof, uncertificated shares of stock maybe issued in its place, upon proof of such loss, theft, destruction, or mutilation and upon thegiving of a bond of indemnity to the Corporation in such form and in such sum as the Board maydirect; provided, however, that a new certificate, or, upon request, uncertificated shares ofstock, may be issued without requiring any bond when, in the judgment of the Board, it is proper todo so.     SECTION 6.5. Fixing Date for Determination of Stockholders of Record. In order thatthe Corporation may determine the stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, or entitled to receive payment of any dividend or otherdistribution or allotment of any rights, or entitled to exercise any rights in respect of any otherchange, conversion or exchange or stock or for the purpose of any other lawful action, the Boardmay fix, in advance, a record date, which shall not be more than 60 nor less than 10 days beforethe date of such meeting, nor more than 60 days prior to any other action. If in any case involvingthe determination of stockholders for any purpose other than notice of or voting at a meeting ofstockholders the Board shall not fix such a record date, than the record date for determiningstockholders for such purpose shall be the close of business on the day on which the Board shalladopt the resolution relating thereto. A determination of stockholders entitled to notice of or tovote at a meeting of stockholders shall apply to any adjournment of such meeting; provided,however, that the Board may fix a new record date for the adjourned meeting.ARTICLE VII: Indemnification     SECTION 7.1. Scope of Indemnification. The Corporation shall indemnify, in the mannerand to the fullest extent permitted by the Delaware General Corporation Law; as the same exists ormay hereinafter be amended (the “Delaware Law”), and by the Certificate of Incorporation, anyperson (or the estate of any person) who is or was a party, or is threatened to be made a party to,any threatened, pending or completed action, suit or proceeding, whether or not by or in the rightof the Corporation, and whether civil, criminal, administrative, investigative or otherwise, byreason of the fact that such person is or was a director or officer of the Corporation, or is orwas serving at the request of the Corporation as a director or officer of another corporation,partnership, joint venture, trust or other enterprise. The indemnification provided herein shallnot be deemed to limit the right of the Corporation to indemnify any other person to the fullestextent permitted by the Delaware Law, nor shall it be deemed exclusive of any other rights to whichany person seeking indemnification
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from the Corporation may be entitled under any agreement, vote of stockholders ordisinterested directors, or otherwise, both as to action in such person’s official capacity and asto action in another capacity while holding such office. The Corporation may enter intoindemnification agreements with any one or more of its directors, officers, employees and agentsupon resolution duly adopted by the Board of Directors. Such agreements may indemnify such personsto the fullest extent permissible under law.ARTICLE VIII: Miscellaneous     SECTION 8.1. Seal. The Board shall adopt a corporate seal, which shall be in the formof a circle and shall bear the name of the Corporation and words showing that he Corporation wasincorporated in the State of Delaware.     SECTION 8.2. Waiver of Notices. Whenever notice is required to be given by theseBylaws or the Certificate of Incorporation or by law, the person entitled to said notice may waivesuch notice in writing, either before or after the time stated therein, and such waiver shall bedeemed equivalent to notice.     SECTION 8.3. Amendments. Except as otherwise provided herein or in the Certificate ofIncorporation, these Bylaws or any of them may be altered, amended, repealed or rescinded and newBylaws may be adopted by the Board, or by the stockholders at any annual or special meeting ofstockholders provided that notice of such proposed alteration, amendment, repeal, rescission oradoption is given in the notice of such meeting.     SECTION 8.4. Representation of Other Corporations. The Chairman of the Board, theChief Executive Officer, the President or the Secretary or any Vice President of the Corporation isauthorized to vote, represent and exercise on behalf of the Corporation all rights incident to anyand all shares of any other corporation or corporations standing in the name of the Corporation.The authority herein granted to said officers to vote or represent on behalf or the Corporation anyand all shares held by the Corporation in any other corporation or corporations may be exercisedeither by such officers in person or by any person authorized so to do by proxy or power ofattorney duly executed by such officers.     SECTION 8.5. Jurisdiction for Stockholder Suits. Any action brought by any stockholderagainst the Corporation or against any officer, director, employee, agent or advisor of theCorporation, including without limitation any such action brought on behalf of the Corporation,shall be brought solely in a court of competent jurisdiction located in the State of Delaware.
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