**Exhibit 3.2**

** **

**AMENDEDAND RESTATED BYLAWS**

 

**OF**

 

**AVOCENTCORPORATION**

 

**aDelaware Corporation**

** **

**AsRevised October 31, 2008**

 

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** **

**AMENDEDAND RESTATED BYLAWS OF**

 

**AVOCENTCORPORATION**

(as revised October 31,2008)

 

# ARTICLE I

#  

# CORPORATE OFFICES

#  

## 1.1                                 REGISTEREDOFFICE

##  

The registered office ofAvocent Corporation shall be 1209 Orange Street, in the City of Wilmington,County of New Castle, State of Delaware, 19801. The name of the registered agent of the Corporation at such location isThe Corporation Trust Company.

 

## 1.2                                 OTHEROFFICES

##  

The board of directorsmay at any time establish other offices at any place or places where theCorporation is qualified to do business.

 

# ARTICLE II

#  

# MEETINGS OF STOCKHOLDERS

#  

## 2.1                                 PLACEOF MEETINGS

##  

Meetings of stockholdersshall be held at any place, within or outside the State of Delaware, designatedby the board of directors.  In theabsence of any such designation, stockholders’ meetings shall be held at theprincipal executive office of the Corporation.

 

## 2.2                                 ANNUALMEETING

##  

The annual meeting ofstockholders shall be held each year on a date and at a time designated by theboard of directors.  At the meeting,directors shall be elected and any other proper business may be transacted.

 

## 2.3                                 SPECIALMEETING

##  

A special meeting of thestockholders may be called at any time only by (i) the board of directorsacting pursuant to a resolution adopted by a majority of the Whole Board, (ii) thechairman of the board, (iii) the president or (iv) the chiefexecutive officer.  For purposes of thesebylaws, the term “Whole Board” shall mean the total number of authorizeddirectors whether or not there exist any vacancies in previously authorizeddirectorships.  The board of directorsacting pursuant to a resolution adopted by a majority of the Whole Board maycancel, postpone 

 

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or reschedule anypreviously scheduled special meeting at any time, before or after the noticefor such meeting has been sent to the stockholders*.*

 

If a special meeting iscalled by any person other than the board of directors, the request shall be inwriting, specifying the time of such meeting and the general nature of thebusiness proposed to be transacted, and shall be delivered personally or sentby registered mail or by telegraphic or other facsimile transmission to thechairman of the board, the president, any vice president, or the secretary ofthe corporation.  No business may betransacted at such special meeting otherwise than specified in suchnotice.  The officer receiving therequest shall cause notice to be promptly given to the stockholders entitled tovote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article II,that a meeting will be held at the time requested by the person or persons whocalled the meeting, not less than thirty-five (35) nor more than sixty (60)days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt ofthe request, the person or persons requesting the meeting may give thenotice.  Nothing contained in thisparagraph of this Section 2.3 shall be construed as limiting, fixing, oraffecting the time when a meeting of stockholders called by action of the boardof directors may be held.

 

## 2.4                                 NOTICEOF STOCKHOLDERS’ MEETINGS

##  

All notices of meetingswith stockholders shall be in writing and shall be sent or otherwise given inaccordance with Section 2.6 or Section 12.1 of these Bylaws not lessthan 10 nor more than 60 days before the date of the meeting to eachstockholder entitled to vote at such meeting. The notice shall specify the place, date and hour of the meeting, and,in the case of a special meeting, the purpose or purposes for which the meetingis called.

 

## 2.5                                 ADVANCENOTICE PROCEDURES

##  

(i)                                     Advance Notice of Stockholder Business.

 

Atan annual meeting of the stockholders, only such business shall be conducted asshall have been properly brought before the meeting.  To be properly brought before an annualmeeting, business must be brought:  (A) pursuantto the corporation’s proxy materials with respect to such meeting, (B) byor at the direction of the board of directors, or (C) by a stockholder ofthe corporation who (1) is a stockholder of record at the time of thegiving of the notice provided for in these bylaws and on the record date forthe determination of stockholders entitled to vote at the annual meeting and (2) hastimely complied in proper written form with the notice procedures set forth inthis Section 2.5(i).  In addition,for business to be properly brought before an annual meeting by a stockholder,such business must be a proper matter for stockholder action pursuant to thesebylaws and applicable law.  For theavoidance of doubt, clause (C) above shall be the exclusive means for astockholder to bring business before an annual meeting of stockholders.

 

(a)                                  To comply with clause (C) of Section 2.5(i) above,a stockholder’s notice must set forth all information required under this Section 2.5(i) andmust be timely received by the secretary of the corporation.  To be timely, a stockholder’s notice must bereceived by the secretary at the principal executive offices of the corporationnot later than the 

 

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45th day nor earlier thanthe 75th day before the one-year anniversary of the date on which thecorporation first mailed its proxy materials or a notice of availability ofproxy materials (whichever is earlier) for the preceding year’s annual meeting;*provided*, *however*,that in the event that no annual meeting was held in the previous year or ifthe date of the annual meeting is advanced by more than 30 days prior to ordelayed by more than 60 days after the one-year anniversary of the date of theprevious year’s annual meeting, then notice by the stockholder to be timelymust be so received by the secretary not earlier than the close of business onthe 120th day prior to such annual meeting and not later than the close ofbusiness on the later of (i) the 90th day prior to such annual meeting, or(ii) the tenth day following the day on which Public Announcement (asdefined below) of the date of such annual meeting is first made.  In no event shall any adjournment orpostponement of an annual meeting or the announcement thereof commence a newtime period for the giving of a stockholder’s notice as described in this Section 2.5(i)(a).“Public Announcement” shall mean disclosure in a press release reported by theDow Jones News Service, Business Wire, Associated Press or a comparablenational news service or in a document publicly filed by the corporation withthe Securities and Exchange Commission (the “Commission”) pursuant to Section 13,14 or 15(d) of the Securities Exchange Act of 1934, as amended, or anysuccessor thereto (the “1934 Act”).

 

(b)                                 To be in proper written form, a stockholder’snotice to the secretary must set forth as to each matter of business thestockholder intends to bring before the annual meeting: (1) a briefdescription of the business intended to be brought before the annual meetingand the reasons for conducting such business at the annual meeting, (2) thename and address, as they appear on the corporation’s books, of the stockholderproposing such business and any Stockholder Associated Person (as definedbelow), (3) the class and number of shares of the corporation that areheld of record or are beneficially owned by the stockholder or any StockholderAssociated Person and any derivative positions held or beneficially held by thestockholder or any Stockholder Associated Person, (4) whether and theextent to which any hedging or other transaction or series of transactions hasbeen entered into by or on behalf of such stockholder or any StockholderAssociated Person with respect to any securities of the corporation, and adescription of any other agreement, arrangement or understanding (including anyshort position or any borrowing or lending of shares), the effect or intent ofwhich is to mitigate loss to or manage risk or benefit from share price changesfor, or to increase or decrease the voting power of, such stockholder or anyStockholder Associated Person with respect to any securities of thecorporation, (5) any material interest of the stockholder or a StockholderAssociated Person in such business, and (6) a statement whether eithersuch stockholder or any Stockholder Associated Person will deliver a proxystatement and form of proxy to holders of at least the percentage of thecorporation’s voting shares required under applicable law to carry the proposal(such information provided and statements made as required by clauses (1) through(6), a “Business Solicitation Statement”). In addition, to be in proper written form, a stockholder’s notice to thesecretary must be supplemented not later than ten days following the recorddate to disclose the information contained in clauses (3) and (4) aboveas of the record date.  For purposes ofthis Section 2.5, a “Stockholder Associated Person” of any stockholdershall mean (i) any person controlling, directly or indirectly, or actingin concert with, such stockholder, (ii) any beneficial owner of shares ofstock of the corporation owned of record or beneficially by such stockholderand on whose behalf the proposal or nomination, as the case may be, is beingmade, and (iii) any person controlling, controlled by or under commoncontrol with such person referred to in the preceding clauses (i) and(ii).

 

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(c)                                  Without exception, no business shall beconducted at any annual meeting except in accordance with the provisions setforth in this Section 2.5(i) and, if applicable, Section 2.5(ii).  In addition, business proposed to be broughtby a stockholder may not be brought before the annual meeting if suchstockholder or a Stockholder Associated Person, as applicable, takes actioncontrary to the representations made in the Business Solicitation Statementapplicable to such business or if the Business Solicitation Statementapplicable to such business contains an untrue statement of a material fact oromits to state a material fact necessary to make the statements therein notmisleading.  The chairman of the annualmeeting shall, if the facts warrant, determine and declare at the annualmeeting that business was not properly brought before the annual meeting and inaccordance with the provisions of this Section 2.5(i), and, if thechairman should so determine, he or she shall so declare at the annual meetingthat any such business not properly brought before the annual meeting shall notbe conducted.

 

(ii)                                  Advance Notice of Director Nominations atAnnual Meetings.

 

Notwithstandinganything in these bylaws to the contrary, only persons who are nominated inaccordance with the procedures set forth in this Section 2.5(ii) shallbe eligible for election or re-election as directors at an annual meeting ofstockholders.  Nominations of persons forelection to the board of directors of the corporation shall be made at anannual meeting of stockholders only (A) by or at the direction of theboard of directors or (B) by a stockholder of the corporation who (1) wasa stockholder of record at the time of the giving of the notice provided for inthese bylaws and on the record date for the determination of stockholdersentitled to vote at the annual meeting and (2) has complied with thenotice procedures set forth in this Section 2.5(ii).  In addition to any other applicablerequirements, for a nomination to be made by a stockholder, the stockholdermust have given timely notice thereof in proper written form to the secretaryof the corporation.

 

(a)                                  To comply with clause (B) of Section 2.5(ii) above,a nomination to be made by a stockholder must set forth all informationrequired under this Section 2.5(ii) and must be received by thesecretary of the corporation at the principal executive offices of thecorporation at the time and in accordance with the final three sentences of Section 2.5(i)(a) above.

 

(b)                                 To be in proper written form, suchstockholder’s notice to the secretary must set forth:

 

(1)                                  As to each person (a “nominee”) whom thestockholder proposes to nominate for election or re-election as a director: (A) thename, age, business address, and residence address of the nominee, (B) theprincipal occupation or employment of the nominee, (C) the class andnumber of shares of the corporation that are held of record or are beneficiallyowned by the nominee and any derivative positions held or beneficially held bythe nominee, (D) whether and the extent to which any hedging or othertransaction or series of transactions has been entered into by or on behalf ofthe nominee with respect to any securities of the corporation, and adescription of any other agreement, arrangement or understanding (including anyshort position or any borrowing or lending of shares), the effect or intent ofwhich is to mitigate loss to or manage risk or benefit of share price changesfor, or to increase or 

 

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decrease the voting power ofthe nominee, (E) a description of all arrangements or understandingsbetween the stockholder and each nominee and any other person or persons(naming such person or persons) pursuant to which the nominations are to bemade by the stockholder, (F) a written statement executed by the nomineeacknowledging that, as a director of the corporation, the nominee will owe afiduciary duty under Delaware law with respect to the corporation and itsstockholders, and (G) any other information relating to the nominee thatwould be required to be disclosed about such nominee if proxies were beingsolicited for the election of the nominee as a director, or that is otherwiserequired, in each case pursuant to Regulation 14A under the 1934 Act (includingwithout limitation the nominee’s written consent to being named in the proxystatement, if any, as a nominee and to serving as a director if elected); and

 

(2)                                  As to such stockholder giving notice, (A) theinformation required to be provided pursuant to clauses 2 through 5 of Section 2.5(i)(b) above,and the supplement referenced in the second sentence of Section 2.5(i)(b) above(except that the references to “business” in such clauses shall instead referto nominations of directors for purposes of this paragraph), and (B) astatement whether either such stockholder or Stockholder Associated Person willdeliver a proxy statement and form of proxy to holders of a number of thecorporation’s voting shares reasonably believed by such stockholder orStockholder Associated Person to be necessary to elect such nominee(s) (suchinformation provided and statements made as required by clauses (A) and (B) above,a “Nominee Solicitation Statement”).

 

(c)                                  At the request of the board of directors, anyperson nominated by a stockholder for election as a director must furnish tothe secretary of the corporation (1) that information required to be setforth in the stockholder’s notice of nomination of such person as a director asof a date subsequent to the date on which the notice of such person’snomination was given and (2) such other information as may reasonably berequired by the corporation to determine the eligibility of such proposednominee to serve as an independent director of the corporation or that could bematerial to a reasonable stockholder’s understanding of the independence, orlack thereof, of such nominee; and in the absence of the furnishing of suchinformation if requested, such stockholder’s nomination shall not be consideredin proper form pursuant to this Section 2.5(ii).

 

(d)                                 Without exception, no person shall beeligible for election or re-election as a director of the corporation at anannual meeting of stockholders unless nominated in accordance with theprovisions set forth in this Section 2.5(ii).  In addition, a nominee shall not be eligiblefor election or re-election if a stockholder or Stockholder Associated Person,as applicable, takes action contrary to the representations made in the NomineeSolicitation Statement applicable to such nominee or if the NomineeSolicitation Statement applicable to such nominee contains an untrue statementof a material fact or omits to state a material fact necessary to make thestatements therein not misleading.  Thechairman of the annual meeting shall, if the facts warrant, determine anddeclare at the annual meeting that a nomination was not made in accordance withthe provisions prescribed by these bylaws, and if the chairman should sodetermine, he or she shall so declare at the annual meeting, and the defectivenomination shall be disregarded.

 

(iii)                               Advance Notice of Director Nominations forSpecial Meetings*.*

 

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(a)                                  For a special meeting of stockholders atwhich directors are to be elected pursuant to Section 2.3, nominations ofpersons for election to the board of directors shall be made only (1) byor at the direction of the board of directors or (2) by any stockholder ofthe corporation who (A) is a stockholder of record at the time of thegiving of the notice provided for in these bylaws and on the record date forthe determination of stockholders entitled to vote at the special meeting and (B) deliversa timely written notice of the nomination to the secretary of the corporationthat includes the information set forth in Sections 2.5(ii)(b) and (c) above.  To be timely, such notice must be received bythe secretary at the principal executive offices of the corporation not laterthan the close of business on the later of the 90th day prior to such specialmeeting or the tenth day following the day on which Public Announcement isfirst made of the date of the special meeting and of the nominees proposed bythe board of directors to be elected at such meeting.  A person shall not be eligible for electionor re-election as a director at a special meeting unless the person isnominated (i) by or at the direction of the board of directors or (ii) bya stockholder in accordance with the notice procedures set forth in this Section 2.5(iii).  In addition, a nominee shall not be eligiblefor election or re-election if a stockholder or Stockholder Associated Person,as applicable, takes action contrary to the representations made in the NomineeSolicitation Statement applicable to such nominee or if the NomineeSolicitation Statement applicable to such nominee contains an untrue statementof a material fact or omits to state a material fact necessary to make thestatements therein not misleading.

 

(b)                                 The chairman of the special meeting shall, ifthe facts warrant, determine and declare at the meeting that a nomination orbusiness was not made in accordance with the procedures prescribed by thesebylaws, and if the chairman should so determine, he or she shall so declare atthe meeting, and the defective nomination or business shall be disregarded.

 

(iv)                              Other Requirements and Rights.

 

Inaddition to the foregoing provisions of this Section 2.5, a stockholdermust also comply with all applicable requirements of state law and of the 1934Act and the rules and regulations thereunder with respect to the mattersset forth in this Section 2.5, including, with respect to business suchstockholder intends to bring before the annual meeting that involves a proposalthat such stockholder requests to be included in the corporation’s proxystatement, the requirements of Rule 14a-8 (or any successor provision)under the 1934 Act.  Nothing in this Section 2.5shall be deemed to affect any right of the corporation to omit a proposal fromthe corporation’s proxy statement pursuant to Rule 14a-8 (or any successorprovision) under the 1934 Act.

 

## 2.6                                 MANNEROF GIVING NOTICE; AFFIDAVIT OF NOTICE

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Notice of any meeting ofstockholders shall be given:

 

### (i)                                     ifmailed, when deposited in the United States mail, postage prepaid, directed tothe stockholder at his address as it appears on the records of the Corporation;or

 

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### (ii)                                  ifelectronically transmitted, when transmitted as provided in Section 12.1of these Bylaws.

###  

An affidavit of thesecretary or an assistant secretary or of the transfer agent of the Corporationthat the notice has been given by mail or by a form of electronic transmissionshall, in the absence of fraud, be prima facie evidence of the facts statedtherein.

 

## 2.7                                 QUORUM

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The holders of a majorityof the stock issued and outstanding and entitled to vote thereat, present inperson or represented by proxy, shall constitute a quorum at all meetings ofthe stockholders for the transaction of business except as otherwise providedby statute or by the certificate of incorporation.  If, however, such quorum is not present orrepresented at any meeting of the stockholders, then either (i) thechairman of the meeting, or (ii) the stockholders entitled to votethereat, present in person or represented by proxy, shall have power to adjournthe meeting from time to time, without notice other than announcement at themeeting, until a quorum is present or represented.  At such adjourned meeting at which a quorumis present or represented, any business may be transacted that might have beentransacted at the meeting as originally noticed.

 

When a quorum is presentor represented at any meeting, the vote of the holders of a majority of thestock having voting power present in person or represented by proxy shalldecide any question brought before such meeting, unless the question is oneupon which, by express provisions of the statutes or of the certificate ofincorporation, a different vote is required, in which case such expressprovision shall govern and control the decision of the question.

 

## 2.8                                 ADJOURNEDMEETING; NOTICE

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When a meeting isadjourned to another time or place, unless these Bylaws otherwise require,notice need not be given of the adjourned meeting if the time and place thereofare announced at the meeting at which the adjournment is taken.  At the adjourned meeting the Corporation maytransact any business that might have been transacted at the originalmeeting.  If the adjournment is for morethan 30 days, or if after the adjournment a new record date is fixed for theadjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.

 

## 2.9                                 VOTING

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The stockholders entitledto vote at any meeting of stockholders shall be determined in accordance withthe provisions of Sections 2.12 and 2.14 of these Bylaws, subject to theprovisions of Sections 217 and 218 of the General Corporation Law of Delaware(relating to voting rights of fiduciaries, pledgors and joint owners of stockand to voting trusts and other voting agreements).

 

Except as may beotherwise provided in the certificate of incorporation, each stockholder shallbe entitled to one vote for each share of capital stock held by suchstockholder.

 

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## 2.10                           WAIVEROF NOTICE

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Whenever notice isrequired to be given under any provision of the General Corporation Law ofDelaware or of the certificate of incorporation or these Bylaws, a writtenwaiver signed by the person entitled to notice, or a waiver by electronictransmission by a person entitled to notice, whether before or after the timestated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person attends ameeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened.  Neither the business to betransacted at, nor the purpose of, any regular or special meeting of thestockholders need be specified in any written waiver of notice or any waiver byelectronic transmission unless so required by the certificate of incorporationor these Bylaws.

 

## 2.11                           NOSTOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

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The stockholders of theCorporation may not take action by written consent without a meeting but musttake any actions only at a duly called annual or special meeting ofstockholders.

 

## 2.12                           RECORDDATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

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In order that theCorporation may determine the stockholders entitled to notice of or to vote atany meeting of stockholders or any adjournment thereof, or entitled to expressconsent to corporate action in writing without a meeting, or entitled toreceive payment of any dividend or other distribution or allotment of anyrights, or entitled to exercise any rights in respect of any change, conversionor exchange of stock or for the purpose of any other lawful action, the boardof directors may fix, in advance, a record date, which shall not be more than60 nor less than 10 days before the date of such meeting, nor more than 60 daysprior to any other action.

 

If the board of directorsdoes not so fix a record date, the fixing of such record date shall be governedby the provisions of Section 213 of the General Corporation Law ofDelaware.

 

A determination ofstockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however,that the board of directors may fix a new record date for the adjournedmeeting.

 

## 2.13                           PROXIES

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Each stockholder entitledto vote at a meeting of stockholders or to express consent or dissent tocorporate action in writing without a meeting may authorize another person orpersons to act for such stockholder by proxy by an instrument in writing or byany other transmission permitted by law filed in accordance with the procedureestablished for the meeting, but no such proxy shall be voted or acted uponafter 3 years from its date, unless the proxy provides for a longerperiod.  A proxy shall be deemed signedif the stockholder’s name is placed on the proxy (whether by manual signature,typewriting, telegraphic or electronic or other transmission or otherwise) bythe stockholder or the stockholder’s attorney-in-fact.  The revocability of a proxy 

 

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that states on its facethat it is irrevocable shall be governed by the provisions of Section 212(c) ofthe General Corporation Law of Delaware.

 

## 2.14                           LISTOF STOCKHOLDERS ENTITLED TO VOTE

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The officer who hascharge of the stock ledger of a Corporation shall prepare and make, at least 10days before every meeting of stockholders, a complete list of the stockholdersentitled to vote at the meeting, arranged in alphabetical order, and showingthe address of each stockholder and the number of shares registered in the nameof each stockholder.  Such list shall beopen to the examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least 10 days prior to themeeting, either at a place within the city where the meeting is to be held,which place shall be specified in the notice of the meeting, or, if not sospecified, at the place where the meeting is to be held.  The stock ledger shall also be produced andkept at the time and place of the meeting during the whole time thereof, andmay be inspected by any stockholder who is present.  The stock ledger shall be the only evidenceas to who are the stockholders entitled to examine the stock ledger, the listof stockholders or the books of the Corporation, or to vote in person or byproxy at any meeting of stockholders and of the number of shares held by eachsuch stockholder.

 

## 2.15                           CONDUCTOF BUSINESS

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Meetings of stockholdersshall be presided over by the chairman of the board, if any, or in his absenceby the president, or in his absence by a vice president, or in the absence ofthe foregoing persons by a chairman designated by the board of directors, or inthe absence of such designation by a chairman chosen at the meeting.  The secretary shall act as secretary of themeeting, but in his absence the chairman of the meeting may appoint any personto act as secretary of the meeting.  Thechairman of any meeting of stockholders shall determine the order of businessand the procedures at the meeting, including such matters as the regulation ofthe manner of voting and conduct of business.

 

# ARTICLE III

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# DIRECTORS

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## 3.1                                 POWERS

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Subject to the provisionsof the General Corporation Law of Delaware and any limitations in thecertificate of incorporation or these Bylaws relating to action required to beapproved by the stockholders or by the outstanding shares, the business andaffairs of the Corporation shall be managed and all corporate powers shall beexercised by or under the direction of the board of directors.

 

## 3.2                                 NUMBER

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The authorized number ofdirectors of the Corporation shall be established from time to time byresolution of the Board of Directors.  Noreduction of the authorized number of directors shall have the effect ofremoving any director before that director’s term of office expires.

 

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## 3.3                                 CLASSESAND ELECTION OF DIRECTORS

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The Directors shall bedivided into three classes designated as Class I, Class II and Class III,respectively.  Directors shall beassigned to each class in accordance with a resolution or resolutions adoptedby the Board of Directors.  At the firstannual meeting of stockholders following the date hereof, the term of office ofthe Class I Directors shall expire and Class I Directors shall beelected for a full term of three years. At the second annual meeting of stockholders following the date hereof,the term of office of the Class II Directors shall expire and Class IIDirectors shall be elected for a full term of three years.  At the third annual meeting of stockholdersfollowing the date hereof, the term of office of the Class III Directorsshall expire and Class III Directors shall be elected for a full term ofthree years.  At each succeeding annualmeeting of stockholders, directors shall be elected for a full term of threeyears to succeed the directors of the class whose terms expire at such annualmeeting.  Each Director, including aDirector elected to fill a vacancy, shall hold office until such director’ssuccessor is duly elected and qualified or until such director’s earlier death,resignation or removal.

 

All elections ofdirectors by shareholders shall be by written ballot, unless otherwise providedin the certificate of incorporation.  Ifauthorized by the board of directors, such requirement of a written ballot shallbe satisfied by a ballot submitted by electronic transmission, provided thatany such electronic transmission must be either set forth or be submitted withinformation from which it can be determined that the electronic transmissionauthorized by the stockholder or proxy holder.

 

## 3.4                                 RESIGNATIONAND VACANCIES

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Any director may resignat any time upon written notice or by electronic transmission to theCorporation.  Subject to therequirements, if any, set forth in the certificate of incorporation,stockholders may remove directors with or without cause.  Unless otherwise provided in the certificateof incorporation, any vacancy occurring in the board of directors with orwithout cause may be filled by a majority of the remaining members of the boardof directors, although such majority is less than a quorum, or by a pluralityof the votes cast at a meeting of stockholders, and each director so electedshall hold office until the expiration of the term of office of the directorwho is being replaced.

 

Unless otherwise providedin the certificate of incorporation or these Bylaws:

 

### (i)                                    Vacanciesand newly created directorships resulting from any increase in the authorizednumber of directors elected by all of the stockholders having the right to voteas a single class may be filled by a majority of the directors then in office,although less than a quorum, or by a sole remaining director.

###  

### (ii)                                 Wheneverthe holders of any class or classes of stock or series thereof are entitled toelect one or more directors by the provisions of the certificate ofincorporation, vacancies and newly created directorships of such class orclasses or series may be filled by a majority of the directors elected by 

 

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### such class or classes orseries thereof then in office, or by a sole remaining director so elected.

###  

If at any time, by reasonof death or resignation or other cause, the Corporation should have nodirectors in office, then any officer or any stockholder or an executor,administrator, trustee or guardian of a stockholder, or other fiduciaryentrusted with like responsibility for the person or estate of a stockholder,may apply to the Court of Chancery for a decree summarily ordering an electionas provided in Section 211 of the General Corporation Law of Delaware.

 

If, at the time offilling any vacancy or any newly created directorship, the directors then inoffice constitute less than a majority of the whole board (as constitutedimmediately prior to any such increase), then the Court of Chancery may, uponapplication of any stockholder or stockholders holding at least 10% of thetotal number of the shares at the time outstanding having the right to vote forsuch directors, summarily order an election to be held to fill any suchvacancies or newly created directorships, or to replace the directors chosen bythe directors then in office as aforesaid, which election shall be governed bythe provisions of Section 211 of the General Corporation Law of Delawareas far as applicable.

 

## 3.5                                 PLACEOF MEETINGS; MEETINGS BY TELEPHONE

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The board of directors ofthe Corporation may hold meetings, both regular and special, either within oroutside the State of Delaware.

 

Unless otherwiserestricted by the certificate of incorporation or these Bylaws, members of theboard of directors, or any committee designated by the board of directors, mayparticipate in a meeting of the board of directors, or any committee, by meansof conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and suchparticipation in a meeting shall constitute presence in person at the meeting.

 

## 3.6                                 REGULARMEETINGS

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Regular meetings of theboard of directors may be held without notice at such time and at such place asshall from time to time be determined by the board.

 

## 3.7                                 SPECIALMEETINGS; NOTICE

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Special meetings of theboard of directors for any purpose or purposes may be called at any time by thechairman of the board, the president, any vice president, the secretary or anytwo directors.

 

Notice of the time andplace of special meetings shall be:

 

### (i)                                     deliveredpersonally by hand, by courier, or by telephone;

###  

### (ii)                                  sentby United States first-class mail, postage prepaid;

###  

### (iii)                               sentby facsimile; or

 

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### (iv)                              sentby electronic mail

###  

directedto each director at that director’s address, telephone number, facsimilenumber, or electronic mail address, as the case may be, as shown on the recordsof the Corporation.

 

If the notice issent by United States mail, it shall be deposited in the United States mail atleast 4 days before the time of the holding of the meeting.  If the notice is (i) deliveredpersonally by hand, by courier, or by telephone, (ii) sent by facsimile,or (iii) sent by electronic mail, it shall be delivered or sent at least24 hours before the time of the holding of the meeting.  Any oral notice given personally or bytelephone may be communicated either to the director or to a person at theoffice of the director who the person giving the notice has reason to believewill promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, ifthe meeting is to be held at the principal executive office of the Corporation.

 

## 3.8                                 QUORUM

##  

At all meetings of theboard of directors, a majority of the authorized number of directors shallconstitute a quorum for the transaction of business and the act of a majorityof the directors present at any meeting at which there is a quorum shall be theact of the board of directors, except as may be otherwise specifically providedby statute or by the certificate of incorporation.

 

## 3.9                                 WAIVEROF NOTICE

##  

Whenever notice isrequired to be given under any provision of the General Corporation Law ofDelaware or of the certificate of incorporation or these Bylaws, a writtenwaiver, signed by the person entitled to notice, or a waiver by electronictransmission by a person entitled to notice, whether before or after the timestated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person attends ameeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened.  Neither the business to betransacted at, nor the purpose of, any regular or special meeting of thedirectors, or members of a committee of directors, need be specified in anywritten waiver of notice or any waiver by electronic transmission unless sorequired by the certificate of incorporation or these Bylaws.

 

## 3.10                           ADJOURNEDMEETING; NOTICE

##  

If a quorum is notpresent at any meeting of the board of directors, then the directors presentthereat may adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum is present.

 

## 3.11                           CONDUCTOF BUSINESS

##  

Meetings of the board ofdirectors shall be presided over by the chairman of the board, if any, or inhis absence by the chief executive officer, or in their absence by a chairmanchosen at the meeting.  The secretaryshall act as secretary of the meeting, but in his absence the chairman 

 

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of the meeting mayappoint any person to act as secretary of the meeting.  The chairman of any meeting shall determinethe order of business and the procedures at the meeting.

 

## 3.12                           BOARDACTION BY WRITTEN CONSENT WITHOUT A MEETING

##  

Unless otherwiserestricted by the certificate of incorporation or these Bylaws, any actionrequired or permitted to be taken at any meeting of the board of directors, orof any committee thereof, may be taken without a meeting if all members of theboard or committee, as the case may be, consent thereto in writing or byelectronic transmission and the writing or writings or electronic transmissionor transmissions are filed with the minutes of proceedings of the board ofdirectors or committee.  Such filingshall be in paper form if the minutes are maintained in paper form and shall bein electronic form if the minutes are maintained in electronic form.

 

## 3.13                           FEESAND COMPENSATION OF DIRECTORS

##  

Unless otherwiserestricted by the certificate of incorporation or these Bylaws, the board ofdirectors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, ifany, of attendance at each meeting of the board of directors and may be paid afixed sum for attendance at each meeting of the board of directors or a statedsalary as director.  No such paymentshall preclude any director from serving the Corporation in any other capacityand receiving compensation therefor. Members of special or standing committees may be allowed likecompensation for attending committee meetings.

 

## 3.14                           REMOVALOF DIRECTORS

##  

Unless otherwiserestricted by statute, any director or the entire board of directors may onlybe removed pursuant to the provisions set forth in the certificate ofincorporation.  If at any time a class orseries of shares is entitled to elect one or more directors, the provisions ofthis Article 3.14 shall apply to the vote of that class or series and notto the vote of the outstanding shares as a whole.

 

# ARTICLE IV

#  

# COMMITTEES

#  

## 4.1                                 COMMITTEESOF DIRECTORS

##  

The board of directorsmay, by resolution passed by a majority of the whole board, designate one ormore committees, with each committee to consist of one or more of the directorsof the Corporation.  The board may designateone or more directors as alternate members of any committee, who may replaceany absent or disqualified member at any meeting of the committee.  In the absence or disqualification of amember of a committee, the member or members thereof present at any meeting andnot disqualified from voting, whether or not such member or members constitutea quorum, may unanimously appoint another member of the board of directors toact at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided inthe resolutions of the board of directors or in the Bylaws of the Corporation,shall have and may exercise all the powers and authority of the board ofdirectors in the management of the business and affairs of the Corporation, andmay authorize 

 

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the seal of theCorporation to be affixed to all papers that may require it; but no suchcommittee shall have the power or authority to (i) approve or adopt, orrecommend to the stockholders, any action or matter expressly required by theGeneral Corporation Law of Delaware to be submitted to stockholders forapproval or (ii) adopt, approve or repeal the Bylaws of the Corporation.

 

## 4.2                                 COMMITTEEMINUTES

##  

Each committee shall keepregular minutes of its meetings and report the same to the board of directorswhen required.

 

## 4.3                                 MEETINGSAND ACTION OF COMMITTEES

##  

Meetings and actions ofcommittees shall be governed by, and held and taken in accordance with, theprovisions of Article III of these Bylaws, Section 3.5 (place ofmeetings and meetings by telephone), Section 3.6 (regular meetings), Section 3.7(special meetings and notice), Section 3.8 (quorum), Section 3.9(waiver of notice), Section 3.10 (adjournment and notice of adjournment), Section 3.11(conduct of business) and 3.12 (action without a meeting), with such changes inthe context of those Bylaws as are necessary to substitute the committee andits members for the board of directors and its members; provided, however, thatthe time of regular meetings of committees may also be called by resolution ofthe board of directors and that notice of special meetings of committees shallalso be given to all alternate members, who shall have the right to attend allmeetings of the committee.  The board ofdirectors may adopt rules for the government of any committee notinconsistent with the provisions of these Bylaws.

 

# ARTICLE V

#  

# OFFICERS

#  

## 5.1                                 OFFICERS

##  

The officers of theCorporation shall be a chief executive officer, one or more vice presidents, asecretary and a chief financial officer. The Corporation may also have, at the discretion of the board ofdirectors, a chairman of the board, a president, a chief operating officer, oneor more executive, senior or assistant vice presidents, assistant secretariesand any such other officers as may be appointed in accordance with theprovisions of Section 5.2 of these Bylaws. Any number of offices may be held by the same person.

 

## 5.2                                 APPOINTMENTOF OFFICERS

##  

Except as otherwiseprovided in this Section 5.2, the officers of the Corporation shall beappointed by the board of directors, subject to the rights, if any, of anofficer under any contract of employment. The board of directors may appoint, or empower an officer to appoint,such officers and agents of the business as the Corporation may require(whether or not such officer or agent is described in this Article V),each of whom shall hold office for such period, have such authority, andperform such duties as are provided in these Bylaws or as the board ofdirectors may from time to time determine. Any vacancy occurring in any office of the Corporation shall be filledby the board of directors or may be filled by the officer, if any, whoappointed such officer.

 

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##  

## 5.3                                 REMOVALAND RESIGNATION OF OFFICERS

##  

Subject to the rights, ifany, of an officer under any contract of employment, any officer may beremoved, either with or without cause, by an affirmative vote of the majorityof the board of directors at any regular or special meeting of the board or,except in the case of an officer chosen by the board of directors, by anyofficer upon whom such power of removal may be conferred by the board ofdirectors or, in the case of an officer appointed by another officer, by suchother officer.

 

Any officer may resign atany time by giving written notice to the Corporation.  Any resignation shall take effect at the dateof the receipt of that notice or at any later time specified in that notice;and, unless otherwise specified in that notice, the acceptance of theresignation shall not be necessary to make it effective.  Any resignation is without prejudice to therights, if any, of the Corporation under any contract to which the officer is aparty.

 

## 5.4                                 CHAIRMANOF THE BOARD

##  

The chairman of theboard, if such an officer be elected, shall, if present, preside at meetings ofthe board of directors and exercise and perform such other powers and duties asmay from time to time be assigned to the chairman by the board of directors oras may be prescribed by these Bylaws.  Ifthere is no chief executive officer, then the chairman of the board shall alsobe the chief executive officer of the Corporation and shall have the powers andduties prescribed in Section 5.5 of these Bylaws.

 

## 5.5                                 CHIEFEXECUTIVE OFFICER

##  

The Chief ExecutiveOfficer of the Corporation shall, subject to the control of the Board ofDirectors, have general supervision, direction and control of the business andthe officers of the Corporation.  He orshe shall preside at all meetings of the stockholders and, in the absence ornonexistence of a Chairman of the Board at all meetings of the Board ofDirectors.  He or she shall have thegeneral powers and duties of management usually vested in the chief executiveofficer of a Corporation, including general supervision, direction and controlof the business and supervision of other officers of the Corporation, and shallhave such other powers and duties as may be prescribed by the Board ofDirectors or these Bylaws.

 

The Chief ExecutiveOfficer shall, without limitation, have the authority to execute bonds,mortgages and other contracts requiring a seal, under the seal of theCorporation, except where required or permitted by law to be otherwise signedand executed and except where the signing and execution thereof shall beexpressly delegated by the Board of Directors to some other officer or agent ofthe Corporation.

 

## 5.6                                 PRESIDENT

##  

Subject to suchsupervisory powers as may be given by these Bylaws or the Board of Directors tothe Chairman of the Board or the Chief Executive Officer, if there be suchofficers, the president shall have general supervision, direction and controlof the business and supervision of other officers of the Corporation, and shallhave such other powers and duties as 

 

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may be prescribed by theBoard of Directors or these Bylaws.  Inthe event a Chief Executive Officer shall not be appointed, the President shallhave the duties of such office.

 

## 5.7                                 VICEPRESIDENT

##  

In the absence ordisability of the president, the vice presidents, if any, in order of theirrank as fixed by the board of directors or, if not ranked, a vice presidentdesignated by the board of directors, shall perform all the duties of the chiefexecutive officer and when so acting shall have all the powers of, and besubject to all the restrictions upon, the chief executive officer.  The vice presidents shall have such otherpowers and perform such other duties as from time to time may be prescribed forthem respectively by the board of directors, these Bylaws, the chief executiveofficer or the chairman of the board.

 

## 5.8                                 SECRETARY

##  

The secretary shall keepor cause to be kept, at the principal executive office of the Corporation orsuch other place as the board of directors may direct, a book of minutes of allmeetings and actions of directors, committees of directors, andstockholders.  The minutes shall show thetime and place of each meeting, whether regular or special (and, if special,how authorized and the notice given), the names of those present at directors’meetings or committee meetings, the number of shares present or represented atstockholders’ meetings, and the proceedings thereof.

 

The secretary shall keep,or cause to be kept, at the principal executive office of the Corporation or atthe office of the Corporation’s transfer agent or registrar, as determined byresolution of the board of directors, a share register, or a duplicate shareregister, showing the names of all stockholders and their addresses, the numberand classes of shares held by each, the number and date of certificatesevidencing such shares, and the number and date of cancellation of everycertificate surrendered for cancellation.

 

The secretary shall give,or cause to be given, notice of all meetings of the stockholders and of theboard of directors required to be given by law or by these Bylaws.  He or she shall keep the seal of theCorporation, if one be adopted, in safe custody and shall have such otherpowers and perform such other duties as may be prescribed by the board ofdirectors or by these Bylaws.

 

## 5.9                                 CHIEFFINANCIAL OFFICER

##  

The chief financialofficer shall keep and maintain, or cause to be kept and maintained, adequateand correct books and records of accounts of the properties and businesstransactions of the Corporation, including accounts of its assets, liabilities,receipts, disbursements, gains, losses, capital, retained earnings andshares.  The books of account shall atall reasonable times be open to inspection by any director.

 

The chief financialofficer shall deposit all money and other valuables in the name and to thecredit of the Corporation with such depositaries as may be designated by theboard of directors.  He or she shalldisburse the funds of the Corporation as may be ordered by the board ofdirectors, shall render to the chief executive officer and directors, wheneverthey request it, an 

 

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account of all of his transactionsas treasurer and of the financial condition of the Corporation, and shall havesuch other powers and perform such other duties as may be prescribed by theboard of directors or these Bylaws.

 

## 5.10                           ASSISTANTSECRETARY

##  

The assistant secretary,or, if there is more than one, the assistant secretaries in the orderdetermined by the stockholders or board of directors (or if there be no suchdetermination, then in the order of their election) shall, in the absence ofthe secretary or in the event of his or her inability or refusal to act,perform the duties and exercise the powers of the secretary and shall performsuch other duties and have such other powers as the board of directors or thestockholders may from time to time prescribe.

 

## 5.11                           AUTHORITYAND DUTIES OF OFFICERS

##  

In addition to theforegoing authority and duties, all officers of the Corporation shallrespectively have such authority and perform such duties in the management ofthe business of the Corporation as may be designated from time to time by theboard of directors or the stockholders.

 

# ARTICLE VI

#  

# INDEMNITY

#  

## 6.1                                 THIRDPARTY ACTIONS

##  

The Corporation shallindemnify any person who was or is a party or is threatened to be made a partyto any threatened, pending, or completed action, suit or proceeding, whethercivil, criminal, administrative or investigative (other than an action by or inthe right of the Corporation to procure a judgement in its favor) by reason ofthe fact that such person is or was director, officer, employee or agent of theCorporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure trust or other enterprise, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonablyincurred by such person in connection with such action, suit or proceeding ifhe or she acted in good faith and in a manner he or she reasonably believed tobe in or not opposed to the best interests of the Corporation, and, withrespect to any criminal action or proceeding, had no reasonable cause tobelieve his conduct was unlawful.  Thetermination of any action, suit or proceeding by judgment, order, settlement,conviction, or upon a plea of nolo contendere or its equivalent, shall not, ofitself, create a presumption that the person did not act in good faith and in amanner which he or she reasonably believed to be in or not opposed to the bestinterest of the Corporation, and, with respect to any criminal action orproceeding, had reasonable cause to believe that his conduct was unlawful.

 

## 6.2                                 ACTIONSBY OR IN THE RIGHT OF THE CORPORATION

##  

The Corporation shallindemnify any person who was or is a party or is threatened to be made a partyto any threatened, pending or completed action or suit by or in the right ofthe Corporation to procure a judgment in its favor by reason of the fact thathe or she is or was a 

 

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director, officer,employee or agent of Corporation, or is or was serving at the request of theCorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise against expenses(including attorneys’ fees) actually and reasonably incurred by such person inconnection with the defense or settlement of such action or suit if he or sheacted in good faith and in manner he or she reasonably believed to be in or notopposed to the best interests of the Corporation and except that noindemnification shall be made in respect of any claim, issue or matter as towhich such person shall have been adjudged to be liable to the Corporationunless and only to the extent that the Delaware Court of Chancery or the courtin which such action or suit was brought shall determine upon application that,despite the adjudication of liability but in view of all the circumstances ofthe case, such person is fairly and reasonably entitled to indemnity for suchexpenses which the Delaware Court of Chancery or such other court shall deemproper.

 

## 6.3                                 SUCCESSFULDEFENSE

##  

To the extent that adirector, officer, employee or agent of the Corporation has been successful onthe merits or otherwise in defense of any action, suit or proceeding referredto in Sections 6.1 and 6.2, or in defense of any claim, issue or mattertherein, such person shall be indemnified against expenses (including attorneys’fees) actually and reasonably incurred by him or her in connection therewith.

 

## 6.4                                 DETERMINATIONOF CONDUCT

##  

Any indemnification underSections 6.1 and 6.2 (unless ordered by a court) shall be made by theCorporation only as authorized in the specific case upon a determination thatthe indemnification of the director, officer, employee or agent is proper inthe circumstances because he or she has met the applicable standard of conductset forth in Sections 6.1 and 6.2.  Suchdetermination shall be made (1) by the board of Directors or the ExecutiveCommittee by a majority vote of a quorum consisting of directors who were notparties to such action, suit or proceeding, or (2) or if such quorum isnot obtainable or, even if obtainable, a quorum of disinterested directors sodirects, by independent legal counsel in a written opinion, or (3) by thestockholders.

 

## 6.5                                 PAYMENTOF EXPENSES IN ADVANCE

##  

Expenses incurred indefending a civil or criminal action, suit or proceeding shall be paid by theCorporation in advance of the final disposition of such action, suit orproceeding upon receipt of an undertaking by or on behalf of the director,officer, employee or agent to repay such amount if it shall ultimately bedetermined that he or she is not entitled to be indemnified by the Corporationas authorized in this Article VI.

 

## 6.6                                 INDEMNITYNOT EXCLUSIVE

##  

The indemnification andadvancement of expenses provided or granted pursuant to the other subsectionsof this section shall not be deemed exclusive of any other rights to whichthose seeking indemnification or advancement of expenses may be entitled underany by-law, agreement, vote of stockholders or disinterested directors orotherwise, both as to action in his official capacity and as to action inanother while holding such office.

 

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##  

## 6.7                                 INSURANCE INDEMNIFICATION

##  

The Corporation shallhave the power to purchase and maintain insurance on behalf of any person whois 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, employeeor agent of another corporation, partnership, joint venture, trust or otherenterprise against any liability asserted against such person and incurred bysuch person in any such capacity, or arising out of his or her status as such,whether or not the Corporation would have the power to indemnify such personagainst such liability under the provisions of this Article VI.

 

## 6.8                                 THE CORPORATION

##  

For purposes of this Article VI,references to “the Corporation” shall include, in addition to the resultingCorporation, any constituent corporation (including any constituent of aconstituent) absorbed in a consolidation or merger which, if its separateexistence had continued, would have had power and authority to indemnify itsdirectors, officers, and employees or agents, so that any person who is was adirector, officer, employee or agent of such constituent corporation, or is orwas serving at the request of such constituent corporation as a director,officer, employee or agent of another corporation, partnership, joint venture,trust or other enterprise, shall stand in the same position under and subjectto the provisions of this Article VI (including, without limitation theprovisions of Section 6.4) with respect to the resulting or survivingcorporation as he or she would have with respect to such constituentcorporation if its separate existence had continued.

 

## 6.9                                 EMPLOYEE BENEFIT PLANS

##  

Forpurposes of this Article VI, references to “other enterprises” shallinclude employee benefit plans; references to “fines” shall include any excisetaxes assessed on a person with respect to an employee benefit plan; andreferences to “serving at the request of the Corporation” shall include anyservice as a director, officer, employee or agent of the Corporation whichimposes duties on, or involves services by, such director, officer, employee,or agent with respect to an employee benefit plan, its participants, orbeneficiaries; and a person who acted in good faith and in a manner he or she reasonablydeemed to have acted in a manner “not opposed to the best interests of theCorporation” as referred to in this Article VI.

 

## 6.10                           CONTINUATION OF INDEMNIFICATION ANDADVANCEMENT OF EXPENSES

##  

The indemnification andadvanced of expenses provided by, or granted pursuant to, this Article VIshall, unless otherwise provided when authorized or ratified, continue as to aperson who has ceased to be a director, officer, employee or agent and shallinure to the benefit of the heirs, executors and administrators of such aperson.

 

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# ARTICLE VII

#  

# RECORDS AND REPORTS

#  

## 7.1                                 MAINTENANCE AND INSPECTION OF RECORDS

##  

The Corporation shall,either at its principal executive office or at such place or places as designatedby the board of directors, keep a record of its stockholders listing theirnames and addresses and the number and class of shares held by eachstockholder, a copy of these Bylaws as amended to date, accounting books, andother records.

 

Any stockholder ofrecord, in person or by attorney or other agent, shall, upon written demandunder oath stating the purpose thereof, have the right during the usual hoursfor business to inspect for any proper purpose the Corporation’s stock ledger,a list of its stockholders, and its other books and records and to make copiesor extracts therefrom.  A proper purposeshall mean a purpose reasonably related to such person’s interest as astockholder.  In every instance where anattorney or other agent is the person who seeks the right to inspection, thedemand under oath shall be accompanied by a power of attorney or such otherwriting that authorizes the attorney or other agent to so act on behalf of thestockholder.  The demand under oath shallbe directed to the Corporation at its registered office in Delaware or at itsprincipal place of business.

 

## 7.2                                 INSPECTION BY DIRECTORS

##  

Any director shall havethe right to examine the Corporation’s stock ledger, a list of its stockholdersand its other books and records for a purpose reasonably related to hisposition as a director.  The Court ofChancery is hereby vested with the exclusive jurisdiction to determine whethera director is entitled to the inspection sought.  The Court may summarily order the Corporationto permit the director to inspect any and all books and records, the stockledger, and the stock list and to make copies or extracts therefrom.  The Court may, in its discretion, prescribeany limitations or conditions with reference to the inspection, or award suchother and further relief as the Court may deem just and proper.

 

## 7.3                                 REPRESENTATION OF SHARES OF OTHERCORPORATIONS

##  

The chairman of theboard, the chief executive officer, any vice president, the chief financialofficer, the secretary or assistant secretary of this Corporation, or any otherperson authorized by the board of directors or the chief executive officer or avice president, is authorized to vote, represent, and exercise on behalf ofthis Corporation all rights incident to any and all shares of any othercorporation or corporations standing in the name of this Corporation.  The authority granted herein may be exercisedeither by such person directly or by any other person authorized to do so byproxy or power of attorney duly executed by such person having the authority.

 

# ARTICLE VIII

#  

# GENERAL MATTERS

#  

## 8.1                                 CHECKS

##  

From time to time, theboard of directors shall determine by resolution which person or persons maysign or endorse all checks, drafts, other orders for payment of money, notes orother evidences of indebtedness that are issued in the name of or payable tothe Corporation, and only the persons so authorized shall sign or endorse thoseinstruments.

 

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## 8.2                                 EXECUTION OF CORPORATE CONTRACTS ANDINSTRUMENTS

##  

The board of directors,except as otherwise provided in these Bylaws, may authorize any officer orofficers, or agent or agents, to enter into any contract or execute anyinstrument in the name of and on behalf of the Corporation; such authority maybe general or confined to specific instances. Unless so authorized or ratified by the board of directors or within theagency power of an officer, no officer, agent or employee shall have any poweror authority to bind the Corporation by any contract or engagement or to pledgeits credit or to render it liable for any purpose or for any amount.

 

## 8.3                                 STOCK CERTIFICATES; PARTLY PAID SHARES

##  

The shares of acorporation shall be represented by certificates, provided that the board ofdirectors of the Corporation may provide by resolution or resolutions that someor all of any or all classes or series of its stock shall be uncertificatedshares.  Any such resolution shall notapply to shares represented by a certificate until such certificate is surrenderedto the Corporation.  Notwithstanding theadoption of such a resolution by the board of directors, every holder of stockrepresented by certificates and upon request every holder of uncertificatedshares shall be entitled to have a certificate signed by, or in the name of theCorporation by the chairman or vice-chairman of the board of directors, or thepresident or vice-president, and by the treasurer or an assistant treasurer, orthe secretary or an assistant secretary of such Corporation representing thenumber of shares registered in certificate form.  Any or all of the signatures on thecertificate may be a facsimile.  In caseany officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate has to be such officer, transferagent or registrar before such certificate is issued, it may be issued by theCorporation with the same effect as if he or she were such officer, transferagent or registrar at the date of issue.

 

The Corporation may issuethe whole or any part of its shares as partly paid and subject to call for theremainder of the consideration to be paid therefor.  Upon the face or back of each stockcertificate issued to represent any such partly paid shares, upon the books andrecords of the Corporation in the case of uncertificated partly paid shares,the total amount of the consideration to be paid therefor and the amount paidthereon shall be stated.  Upon thedeclaration of any dividend on fully paid shares, the Corporation shall declarea dividend upon partly paid shares of the same class, but only upon the basisof the percentage of the consideration actually paid thereon.

 

## 8.4                                 SPECIAL DESIGNATION ON CERTIFICATES

##  

If the Corporation isauthorized to issue more than one class of stock or more than one series of anyclass, then the powers, the designations, the preferences, and the relative,participating, optional or other special rights of each class of stock orseries thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights shall be set forth in full or summarized on the faceor back of the certificate that the Corporation shall issue to represent suchclass or series of stock; provided, however, that, except as otherwise providedin Section 202 of the General Corporation Law of Delaware, in lieu of theforegoing requirements there may be set forth on the face or back of thecertificate that the Corporation shall issue to represent 

 

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such class orseries of stock a statement that the Corporation will furnish without charge toeach stockholder who so requests the powers, the designations, the preferences,and the relative, participating, optional or other special rights of each classof stock or series thereof and the qualifications, limitations or restrictionsof such preferences and/or rights.

 

## 8.5                                 LOST CERTIFICATES

##  

Except as provided inthis Section 8.5, no new certificates for shares shall be issued toreplace a previously issued certificate unless the latter is surrendered to theCorporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificatedshares in the place of any certificate theretofore issued by it, alleged tohave been lost, stolen or destroyed, and the Corporation may require the ownerof the lost, stolen or destroyed certificate, or his legal representative, togive the Corporation a bond sufficient to indemnify it against any claim thatmay be made against it on account of the alleged loss, theft or destruction ofany such certificate or the issuance of such new certificate or uncertificatedshares.

 

## 8.6                                 CONSTRUCTION; DEFINITIONS

##  

Unless the contextrequires otherwise, the general provisions, rules of construction, anddefinitions in the Delaware General Corporation Law shall govern theconstruction of these Bylaws.  Withoutlimiting the generality of this provision, the singular number includes theplural, the plural number includes the singular, and the term “person” includesboth a Corporation and a natural person.

 

## 8.7                                 DIVIDENDS

##  

The directors of theCorporation, subject to any restrictions contained in the certificate ofincorporation, may declare and pay dividends upon the shares of its capitalstock pursuant to the General Corporation Law of Delaware.  Dividends may be paid in cash, in property,or in shares of the Corporation’s capital stock.

 

The directors of theCorporation may set apart out of any of the funds of the Corporation availablefor dividends a reserve or reserves for any proper purpose and may abolish anysuch reserve.  Such purposes shallinclude but not be limited to equalizing dividends, repairing or maintainingany property of the Corporation, and meeting contingencies.

 

## 8.8                                 FISCAL YEAR

##  

The fiscal year of theCorporation shall be fixed by resolution of the board of directors and may bechanged by the board of directors.

 

## 8.9                                 SEAL

##  

The Corporation may adopta corporate seal, which may be altered at pleasure, and may use the same bycausing it or a facsimile thereof to be impressed or affixed or in any othermanner reproduced.

 

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## 8.10                           TRANSFER OF STOCK

##  

Stock of the Corporationshall be transferable in the manner prescribed by law and in these Bylaws.  Transfers of stock shall be made on the booksof the Corporation only by the record holder of such stock or by his or herattorney lawfully constituted in writing and, if such stock is certificated,upon the surrender of the certificate therefor, which shall be canceled beforea new certificate shall be issued.  .

 

## 8.11                           STOCK TRANSFER AGREEMENTS

##  

The Corporation shallhave power to enter into and perform any agreement with any number ofstockholders of any one or more classes of stock of the Corporation to restrictthe transfer of shares of stock of the Corporation of any one or more classesowned by such stockholders in any manner not prohibited by the GeneralCorporation Law of Delaware.

 

## 8.12                           REGISTERED STOCKHOLDERS

##  

The Corporation shall beentitled to recognize the exclusive right of a person registered on its booksas the owner of shares to receive dividends and to vote as such owner, shall beentitled to hold liable for calls and assessments the person registered on itsbooks as the owner of shares, and shall not be bound to recognize any equitableor other claim to or interest in such share or shares on the part of anotherperson, whether or not it shall have express or other notice thereof, except asotherwise provided by the laws of Delaware.

 

# ARTICLE IX

#  

# AMENDMENTS

#  

The original or otherBylaws of the Corporation may be adopted, amended or repealed by thestockholders entitled to vote; provided, however, that the Corporation may, inits certificate of incorporation, confer the power to adopt, amend or repealBylaws upon the directors.  The fact thatsuch power has been so conferred upon the directors shall not divest thestockholders of the power, nor limit their power to adopt, amend or repealBylaws.

 

# ARTICLE X

#  

# DISSOLUTION

#  

If it should be deemedadvisable in the judgment of the board of directors of the Corporation that theCorporation should be dissolved, the board, after the adoption of a resolutionto that effect by a majority of the whole board at any meeting called for thatpurpose, shall cause notice to be mailed to each stockholder entitled to votethereon of the adoption of the resolution and of a meeting of stockholders totake action upon the resolution.

 

At the meeting a voteshall be taken for and against the proposed dissolution.  If a majority of the outstanding stock of theCorporation entitled to vote thereon votes for the proposed dissolution, then acertificate stating that the dissolution has been authorized in accordance withthe provisions of Section 275 of the General Corporation Law of Delawareand 

 

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setting forth thenames and residences of the directors and officers shall be executed,acknowledged, and filed and shall become effective in accordance with Section 103of the General Corporation Law of Delaware. Upon such certificate’s becoming effective in accordance with Section 103of the General Corporation Law of Delaware, the Corporation shall be dissolved.

 

# ARTICLE XI

#  

# CUSTODIAN

#  

## 11.1                           APPOINTMENT OF A CUSTODIAN IN CERTAINCASES

##  

The Court of Chancery,upon application of any stockholder, may appoint one or more persons to becustodians and, if the Corporation is insolvent, to be receivers, of and forthe Corporation when:

 

### (i)                                    at any meeting held for the election ofdirectors the stockholders are so divided that they have failed to electsuccessors to directors whose terms have expired or would have expired uponqualification of their successors; or

###  

### (ii)                                the business of the Corporation issuffering or is threatened with irreparable injury because the directors are sodivided respecting the management of the affairs of the Corporation that therequired vote for action by the board of directors cannot be obtained and thestockholders are unable to terminate this division; or

###  

### (iii)                             the Corporation has abandoned itsbusiness and has failed within a reasonable time to take steps to dissolve,liquidate or distribute its assets.

###  

## 11.2                           DUTIES OF CUSTODIAN

##  

The custodian shall haveall the powers and title of a receiver appointed under Section 291 of theGeneral Corporation Law of Delaware, but the authority of the custodian shallbe to continue the business of the Corporation and not to liquidate its affairsand distribute its assets, except when the Court of Chancery otherwise ordersand except in cases arising under Sections 226(a)(3) or 352(a)(2) of theGeneral Corporation Law of Delaware.

 

# ARTICLEXII

#  

# NOTICEBY ELECTRONIC TRANSMISSION

#  

## 12.1                           NOTICE BY ELECTRONIC TRANSMISSION

##  

Without limiting themanner by which notice otherwise may be given effectively to stockholderspursuant to the General Corporation Law of Delaware, the certificate ofincorporation or these bylaws, any notice to stockholders given by theCorporation under any provision of the General Corporation Law of Delaware, thecertificate of incorporation or these 

 

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bylaws shall beeffective if given by a form of electronic transmission consented to by thestockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written noticeto the Corporation.  Any such consentshall be deemed revoked if:

 

### (i)                                    the Corporation is unable to deliver byelectronic transmission two consecutive notices given by the corporation inaccordance with such consent; and

###  

### (ii)                                such inability becomes known to thesecretary or an assistant secretary of the Corporation or to the transferagent, or other person responsible for the giving of notice.

###  

However, the inadvertentfailure to treat such inability as a revocation shall not invalidate anymeeting or other action.

 

Any notice given pursuantto the preceding paragraph shall be deemed given:

 

### (i)                                    if by facsimile telecommunication, whendirected to a number at which the stockholder has consented to receive notice;

###  

### (ii)                                if by electronic mail, when directed toan electronic mail address at which the stockholder has consented to receivenotice;

###  

### (iii)                             if by a posting on an electronic networktogether with separate notice to the stockholder of such specific posting, uponthe later of (A) such posting and (B) the giving of such separatenotice; and

###  

### (iv)                             if by any other form of electronictransmission, when directed to the stockholder.

###  

An affidavit of thesecretary or an assistant secretary or of the transfer agent or other agent ofthe Corporation that the notice has been given by a form of electronictransmission shall, in the absence of fraud, be prima facie evidence of thefacts stated therein.

 

## 12.2                           DEFINITION OF ELECTRONIC TRANSMISSION

##  

An “electronictransmission” means any form of communication, not directly involving thephysical transmission of paper, that creates a record that may be retained,retrieved, and reviewed by a recipient thereof, and that may be directlyreproduced in paper form by such a recipient through an automated process.

 

## 12.3                           INAPPLICABILITY

##  

Notice by a form ofelectronic transmission shall not apply to Sections 164, 296, 311, 312 or 324of the General Corporation Law of Delaware.

 

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