exv4w2



 






Exhibit 4.2



VOCUS, INC.


AMENDED AND RESTATED BYLAWS


 



December 9, 2005



 









 








AMENDED AND RESTATED

BYLAWS OF

VOCUS, INC.




ARTICLE I




Offices




     SECTION 1. Registered Office. The registered office of the Corporation in the State
of Delaware shall be located at 1209 Orange Street, City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company. The registered
office and/or registered agent of the Corporation may be changed from time to time by action of the
Board of Directors.



     SECTION 2. Other Offices. The Corporation may have an office or offices other than
said registered office at such place or places, either within or without the State of Delaware, as
the Board of Directors shall from time to time determine or the business of the Corporation may
require.



ARTICLE II




Meetings of Stockholders




     SECTION 1. Place of Meetings. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at any such place, either within or without the
State of Delaware, as shall be designated from time to time by the Board of Directors and stated in
the notice of meeting or in a duly executed waiver thereof.



     SECTION 2. Annual Meeting. An annual meeting of stockholders shall be held each year
and stated in a notice of meeting or in a duly executed waiver thereof. The date, time and place
of such meeting shall be determined by the Chief Executive Officer of the Corporation; provided
that if the Chief Executive Officer does not act, the Board of Directors shall determine the date,
time, and place of such meeting. At such annual meeting, the stockholders shall elect directors to
replace those directors whose terms expire at such annual meeting and transact such other business
as may properly be brought before the meeting.



     SECTION 3. Special Meetings. Special meetings of stockholders may be called for any
purpose in the manner provided in the Fifth Amended and Restated Certificate of Incorporation of
the Corporation (as may be further amended or restated from time to time, the “Certificate of
Incorporation”) and may be held at such time and place, within or without the State of
Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.



     SECTION 4. Notice of Meetings. Except as otherwise expressly required by statute,
written notice of each annual and special meeting of stockholders stating the date, place and hour
of the meeting, and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be given to each stockholder of record entitled to vote thereat not less
than ten (10) nor more than sixty (60) days before the date of the meeting. Business transacted at



 









 




any special meeting of stockholders shall be limited to the purposes stated in the notice.
Notice shall be given personally or by mail and, if by mail, shall be sent in a postage prepaid
envelope, addressed to the stockholder at his address as it appears on the records of the
Corporation. Notice by mail shall be deemed given at the time when the same shall be deposited in
the United States mail, postage prepaid. Notice of any meeting shall not be required to be given
to any person who attends such meeting, except when such person attends the meeting in person or by
proxy for the express purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened, or who, either before or after
the meeting, shall submit a signed written waiver of notice, in person or by proxy. Neither the
business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need
be specified in any written waiver of notice.




     SECTION 5. List of Stockholders. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten (10) days before each meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical
order, showing the address of and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10) days prior to the
meeting: (a) on a reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting, or (b) during ordinary
business hours, at the principal place of business of the Corporation. If the meeting is to be
held at a place, then the list shall be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is present.



     SECTION 6. Quorum; Adjournments. The holders of a majority of the voting power of the
issued and outstanding stock of the Corporation entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business at all meetings of
stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented by proxy at any meeting of stockholders,
the stockholders entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at
which a quorum shall be present or represented by proxy, any business may be transacted which might
have been transacted at the meeting as originally called. If the adjournment is for more than
thirty (30) days, or, if after adjournment a new record date is set, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the meeting.



     SECTION 7. Organization. At each meeting of stockholders, the Chairman of the Board,
if one shall have been elected, or, in his absence or if one shall not have been elected, the Chief
Executive Officer shall act as chairman of the meeting. The Secretary or, in his absence or
inability to act, the person whom the chairman of the meeting shall appoint secretary of the
meeting shall act as secretary of the meeting and keep the minutes thereof.



     SECTION 8. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.



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     SECTION 9. Voting. Except as otherwise provided by the Certificate of Incorporation
(including pursuant to any duly authorized certificate of designation) or the General Corporation
Law of the State of Delaware, each stockholder of the Corporation shall be entitled at each meeting
of stockholders to one (1) vote for each share of capital stock of the Corporation standing in his
name on the record of stockholders of the Corporation:



     (a) on the date fixed pursuant to the provisions of Section 14 of Article II
of these Amended and Restated Bylaws (the “Bylaws”) as the record date for the
determination of the stockholders who shall be entitled to notice of and to vote at such meeting;
or



     (b) if no such record date shall have been so fixed, then at the close of business on the day
immediately before the day on which notice thereof shall be given, or, if notice is waived, at the
close of business on the day immediately before the day on which the meeting is held.



     Each stockholder entitled to vote at any meeting of stockholders may authorize another person
or persons to act for him by a proxy which is in writing or transmitted as permitted by law,
including, without limitation, electronically, via telegram, internet, interactive voice response
system, or other means of electronic transmission executed or authorized by such stockholder or his
attorney-in-fact, but no proxy shall be voted after three (3) years from its date, unless the proxy
provides for a longer period. Any such proxy shall be delivered to the secretary of the meeting at
or prior to the time designated in the order of business for so delivering such proxies. Any proxy
transmitted electronically shall set forth information from which it can be determined by the
secretary of the meeting that such electronic transmission was authorized by the stockholder. When
a quorum is present at any meeting, the vote of the holders of a majority of the voting power of
the issued and outstanding stock of the Corporation entitled to vote thereon, present and voting,
in person or represented by proxy, shall decide any question brought before such meeting, unless
the question is one upon which by express provision of statute or of the Certificate of
Incorporation or of these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such question. Unless required by statute, or
determined by the chairman of the meeting to be advisable, the vote on any question need not be by
ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and shall state the number of shares voted and the number of votes
to which each share is entitled.



     SECTION 10. Inspectors. The Board of Directors may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If
any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall,
or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or
more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality
and according to the best of his ability. The inspector(s) shall determine the number of shares of
capital stock of the Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate all votes, ballots or consents, determine
the results, and do such acts as are proper to conduct the election or vote with fairness to all



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stockholders. On request of the chairman of the meeting, the inspector(s) shall make a report
in writing of any challenge, request or matter determined by him or them and shall execute a
certificate of any fact found by him or them. No director or candidate for the office of director
shall act as an inspector of an election of directors. Inspectors need not be stockholders.




     SECTION 11. Advance Notice Provisions for Election of Directors. Only persons who are
nominated in accordance with the following procedures shall be eligible for election as directors
of the Corporation. Nominations of persons for election to the Board of Directors may be made at
any annual meeting of stockholders, or at any special meeting of stockholders called for the
purpose of electing directors as provided under Section 3 of this Article II, (a)
by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b)
by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 11 and on the record date for the determination
of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures
set forth in this Section 11.



     In addition to any other applicable requirements, for a nomination to be made by a stockholder
such stockholder must have given timely notice thereof in proper written form to the Secretary of
the Corporation.



     To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation (a) in the case of an annual
meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the
date of the anniversary of the previous year’s annual meeting; provided, however, that in the event
the annual meeting is scheduled to be held on a date more than thirty (30) days prior to or delayed
by more than sixty (60) days after such anniversary date, notice by the stockholder in order to be
timely must be so received not earlier than one hundred twenty (120) days prior to such annual
meeting, and not later than the later of the close of business ninety (90) days prior to such
annual meeting or the tenth (10th) day following the day on which notice of the date of such annual
meeting was mailed or public disclosure of the date of such annual meeting was made and (b) in the
case of a special meeting of stockholders called for the purpose of electing directors, not later
than the close of business on the tenth (10th) day following the day on which notice of the date of
the special meeting was mailed or public disclosure of the date of the special meeting was made,
whichever first occurs.



     To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to
each person whom the stockholder proposes to nominate for election as a director (i) the name, age,
business address and residence address of the person, (ii) the principal occupation or employment
of the person, (iii) the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other information relating to
the person that would be required to be disclosed in a proxy statement or other filings required to
be made in connection with solicitations of proxies for election of directors pursuant to Section
14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the
name and record address of such stockholder, (ii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings



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between such stockholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied
by a written consent of each proposed nominee to being named as a nominee and to serve as a
director if elected.




     No person shall be eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth in this Section 11. If the chairman of the
meeting determines that a nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.



     SECTION 12. Advance Notice Provisions for Business to be Transacted at Annual Meeting.
No business may be transacted at an annual meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise
properly brought before the annual meeting by or at the direction of the Board of Directors (or any
duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by
any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of
the notice provided for in this Section 12 and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 12.



     In addition to any other applicable requirements, for business to be properly brought before
an annual meeting by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.



     To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than ninety (90) days nor
more than one hundred twenty (120) days prior to the date of the anniversary of the previous year’s
annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on
a date more than thirty (30) days prior to or delayed by more than sixty (60) days after such
anniversary date, notice by the stockholder in order to be timely must be so received not earlier
than one hundred twenty (120) days prior to such annual meeting, and not later than the later of
the close of business ninety (90) days prior to such annual meeting or the tenth (10th) day
following the day on which notice of the date of such annual meeting was mailed or public
disclosure of the date of such annual meeting was made.



     To be in proper written form, a stockholder’s notice to the Secretary must set forth as to
each matter such stockholder proposes to bring before the annual meeting (a) a brief description of
the business desired to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and record address of such stockholder, (c) the class
or series and number of shares of capital stock of the Corporation which are owned



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beneficially or of record by such stockholder, (d) a description of all arrangements or
understandings between such stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any material interest of such
stockholder in such business and (e) a representation that such stockholder intends to appear in
person or by proxy at the annual meting to bring such business before the meeting.




     No business shall be conducted at the annual meeting of stockholders except business brought
before the annual meeting in accordance with the procedures set forth in this Section 12;
provided, however, that, once business has been properly brought before the annual meeting in
accordance with such procedures, nothing in this Section 12 shall be deemed to preclude
discussion by any stockholder of any such business. If the chairman of an annual meeting
determines that business was not properly brought before the annual meeting in accordance with the
foregoing procedures, the chairman shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be transacted.



     SECTION 13. Action by Written Consent. Unless restricted by the Certificate of
Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to
be taken for or in connection with any corporate action, by any provision of statute or of the
Certificate of Incorporation or of these Bylaws, the meeting and vote of stockholders may be
dispensed with, and the action taken without such meeting and vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of the outstanding stock having
not less than the minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares of stock of the Corporation entitled to vote thereon were present
and voted. The consent shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, or the Corporation’s principal place of business, or an officer or agent
of the Corporation having custody of the book or books in which the proceedings of meetings of the
stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand
or by certified or registered mail, return receipt requested; provided, however, that no consent
delivered by certified or registered mail shall be deemed delivered until such consent is actually
received at the Corporation’s registered office. All consents properly delivered in accordance
with this Section 13 shall be deemed to be recorded when so delivered. No written consent
shall be effective to take the corporate action referred to therein unless, within sixty (60) days
of the earliest dated consent delivered to the Corporation as required by this Section 13,
written consents signed by the holders of a sufficient number of shares to take such corporate
action are so recorded. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who have not consented in
writing. Any action taken pursuant to such written consent of the stockholders shall have the same
force and effect as if taken by the stockholders at a meeting thereof.



     SECTION 14. Fixing the Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a
record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of



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such meeting, nor more than sixty (60) days prior to any other action. If no record date is
fixed by the Board of Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be the close of business on the day immediately
before the day on which notice is given, or if notice is waived, at the close of business on the
day immediately before the day on which the meeting is held. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.




     In order that the Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than ten (10) days after the date upon which
the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of
record seeking to have the stockholders authorize or take corporate action by written consent
shall, by written notice to the Secretary, request the Board of Directors to fix a record date.
Such notice shall specify the action proposed to be consented to by stockholders. The Board of
Directors shall promptly, but in all events within ten (10) days after the date on which such a
request is received, adopt a resolution fixing the record date. If no record date has been fixed
by the Board of Directors within ten (10) days after the date on which such a request is received,
the record date for determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by applicable law,
shall be the first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation. Such delivery to the Corporation shall be
made to its registered office in the State of Delaware, its principal place of business, or any
officer or agent of the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded, to the attention of the Secretary of the Corporation. Such delivery
shall be by hand or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be the close of business on the date on which the Board
of Directors adopts the resolution taking such prior action.



     In the event of delivery to the Corporation of a written consent or written consents
purporting to authorize or take corporate action, and/or related revocation or revocations (each
such written consent and related revocation, individually and collectively, a “Consent”),
the Secretary of the Corporation shall provide for the safekeeping of such Consent and shall as
soon as practicable thereafter conduct such reasonable investigation as the Secretary deems
necessary or appropriate for the purpose of ascertaining the validity of such Consent and all
matters incident thereto, including, without limitation, whether holders of shares having the
requisite voting power to authorize or take the action specified in the Consent have given consent.
If after such investigation the Secretary shall determine that the Consent is sufficient and
valid, that fact shall be certified on the records of the Corporation kept for the purpose of
recording the proceedings of meetings of the stockholders, and the Consent shall be filed in such
records, at which time the Consent shall become effective as stockholder action.



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ARTICLE III




Board of Directors




     SECTION 1. General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The Board of Directors may exercise
all such authority and powers of the Corporation and do all such lawful acts and things as are not
by statute or the Certificate of Incorporation directed or required to be exercised or done by the
stockholders.



     SECTION 2. Number, Election and Term. Subject to any rights of the holders of any
class or series of Preferred Stock to elect additional directors under specified circumstances, the
number of directors which shall constitute the Board of Directors shall be fixed from time to time
by resolution adopted by the affirmative vote of a majority of the total number of directors then
in office. The directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote in the election of directors;
provided, however, whenever the holders of any class or series of Preferred Stock of the
Corporation are entitled to elect one or more directors pursuant to the provisions of the
Certificate of Incorporation (including pursuant to any duly authorized certificate of
designation), such directors shall be elected by a plurality of the votes of such class or series
of Preferred Stock present in person or represented by proxy at the meeting and entitled to vote in
the election of such directors. The directors shall be elected and shall hold office in the manner
provided in the Certificate of Incorporation.



     SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be held at
such place or places, within or without the State of Delaware, as the Board of Directors may from
time to time determine or as shall be specified in the notice of any such meeting.



     SECTION 4. Regular Meetings. Regular meetings of the Board of Directors shall be held
at such time and place as the Board of Directors may fix. If any day fixed for a regular meeting
shall be a legal holiday at the place where the meeting is to be held, then the meeting which would
otherwise be held on that day shall be held at the same hour on the next business day.



     SECTION 5. Special Meetings. Special meetings of the Board of Directors may be called
by the Chairman of the Board, if one shall have been elected, or by two or more directors of the
Corporation or by the Chief Executive Officer.



     SECTION 6. Notice of Meetings. Notice of regular meetings of the Board of Directors
need not be given except as otherwise required by law or these Bylaws. Notice of each special
meeting of the Board of Directors, and of each regular meeting of the Board of Directors for which
notice shall be required, shall be given by the Secretary as hereinafter provided in this
Section 6, in which notice shall be stated the time and place of the meeting. Except as
otherwise required by these Bylaws, such notice need not state the purposes of such meeting.
Notice of any special meeting, and of any regular or annual meeting for which notice is required,
shall be given to each director at least (a) twenty-four (24) hours before the meeting if by
telephone or by being personally delivered or sent by telex, telecopy, electronic mail or similar
means or (b) five



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(5) days before the meeting if delivered by mail to the director’s residence or usual place of
business. Such notice shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, electronic mail or
similar means. Neither the business to be transacted at, nor the purpose of, any special meeting
of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Any
director may waive notice of any meeting by a writing signed by the director entitled to the notice
and filed with the minutes or corporate records.




     SECTION 7. Waiver of Notice and Presumption of Assent. Any member of the Board of
Directors or any committee thereof who is present at a meeting shall be conclusively presumed to
have waived notice of such meeting except when such member attends for the express purpose of
objecting at the beginning of the meeting to the transaction of any business because the meeting is
not lawfully called or convened. Such member shall be conclusively presumed to have assented to
any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless
his or her written dissent to such action shall be filed with the person acting as the secretary of
the meeting before the adjournment thereof or shall be forwarded by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in favor of such action.



     SECTION 8. Quorum and Manner of Acting. A majority of the entire Board of Directors
shall constitute a quorum for the transaction of business at any meeting of the Board of Directors,
and, except as otherwise expressly required by statute or the Certificate of Incorporation or these
Bylaws, the act of a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board
of Directors, a majority of the directors present thereat may adjourn such meeting to another time
and place. Notice of the time and place of any such adjourned meeting shall be given to all of the
directors unless such time and place were announced at the meeting at which the adjournment was
taken, in which case such notice shall only be given to the directors who were not present thereat.
At any adjourned meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting as originally called. The directors shall act only as a Board
and the individual directors shall have no power as such.



     SECTION 9. Organization. At each meeting of the Board of Directors, the Chairman of
the Board, if one shall have been elected, or, in the absence of the Chairman of the Board or if
one shall not have been elected, the Chief Executive Officer (or, in his absence, another director
chosen by a majority of the directors present) shall act as chairman of the meeting and preside
thereat. The Secretary or, in his absence, any person appointed by the chairman, shall act as
secretary of the meeting and keep the minutes thereof.



     SECTION 10. Resignations; Newly Created Directorships; Vacancies; and Removals. Any
director of the Corporation may resign at any time by giving notice in writing or by electronic
transmission of his resignation to the Corporation. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Newly created



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directorships resulting from any increase in the number of directors or any vacancies in the
Board of Directors resulting from death, resignation, retirement, disqualification, removal or any
other cause shall be filled in the manner provided in the Certificate of Incorporation. Any
director may be removed in the manner provided in the Certificate of Incorporation.




     SECTION 11. Compensation. The Board of Directors shall have authority to fix the
compensation, including fees and reimbursement of expenses, of directors for services to the
Corporation in any capacity.



     SECTION 12. Committees. The Board of Directors may, by resolution passed by a
majority of the entire Board of Directors, designate one or more committees, including an executive
committee, each committee to consist of one or more of the directors of the Corporation. The Board
of Directors may designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Except to the extent
restricted by statute or the Certificate of Incorporation, each such committee, to the extent
provided in the resolution creating it, shall have and may exercise all the powers and authority of
the Board of Directors and may authorize the seal of the Corporation to be affixed to all papers
which require it. Each such committee shall serve at the pleasure of the Board of Directors and
have such name as may be determined from time to time by resolution adopted by the Board of
Directors. Each committee shall keep regular minutes of its meetings and report the same to the
Board of Directors.



     SECTION 13. Committee Rules. Each committee of the Board of Directors may fix its own
rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise
be provided by a resolution of the Board of Directors designating such committee. Unless otherwise
provided in such a resolution, the presence of at least a majority of the members of the committee
shall be necessary to constitute a quorum. In the event that a member and that member’s alternate,
if alternates are designated by the Board of Directors as provided in Section 12 of this
Article III, of such committee is or are absent or disqualified, the member or members
thereof present at any meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in place of any such absent or disqualified member.



     SECTION 14. Action by Written Consent. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of Directors or any
committee thereof may be taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing or by electronic transmission, and the
writing or writings are filed with the minutes of the proceedings of the Board of Directors or such
committee, as the case may be. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in electronic form.



     SECTION 15. Telephonic and Other Meetings. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors or any committee thereof may
participate in a meeting of the Board of Directors or such committee by means of a conference
telephone or other communications equipment by means of which all persons participating in the



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meeting can hear each other. Participation by such means shall constitute presence in person
at a meeting.




ARTICLE IV




Officers




     SECTION 1. Number and Qualifications. The officers of the Corporation shall be
elected by the Board of Directors and shall include the Chief Executive Officer, the President, the
Chief Financial Officer, and the Secretary. The Corporation may also have, at the discretion of
the Board of Directors, such other officers as are desired, including a Chairman of the Board, one
or more Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and
such other officers as may be necessary or desirable for the business of the Corporation. In the
event there are two or more Vice Presidents, then one or more may be designated as Executive Vice
President, Senior Vice President, or other similar or dissimilar title. As the time of the
election of officers, the directors may by resolution determine the order of their rank. Any
number of offices may be held by the same person, and no officer except the Chairman of the Board,
if any, need be a director. In its discretion, the Board of Directors may choose not to fill any
office for any period as it may deem advisable, except that the offices of Chief Executive Officer
and Secretary shall be filled as expeditiously as possible.



     SECTION 2. Election and Term of Office. The officers of the Corporation shall be
elected annually by the Board of Directors at its first meeting held after each annual meeting of
stockholders or as soon thereafter as conveniently may be. The Chairman of the Board, if any, and
Chief Executive Officer shall be elected annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of stockholders or as soon thereafter as is
convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board
of Directors. Each officer shall hold office until his successor shall have been duly elected and
shall have qualified, or until his death, or until he shall have resigned or have been removed, as
hereinafter provided in these Bylaws.



     SECTION 3. Resignations. Any officer of the Corporation may resign at any time by
giving written notice of his resignation to the Corporation. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of
any such resignation shall not be necessary to make it effective.



     SECTION 4. Removal. Any officer of the Corporation may be removed, either with or
without cause, at any time, by the Board of Directors at any meeting thereof.



     SECTION 5. Vacancies. Any vacancy occurring in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for
the unexpired portion of the term by the Board of Directors then in office.



     SECTION 6. Compensation. The compensation of the officers of the Corporation for
their services as such officers shall be fixed from time to time by the Board of Directors. An
officer of the Corporation shall not be prevented from receiving compensation by reason of the fact
that he is also a director of the Corporation.



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     SECTION 7. Chairman of the Board. The Chairman of the Board, if such an officer be
elected, shall, if present, preside at all meetings of the Board of Directors and exercise and
perform such other powers and duties as may be from time to time assigned to him by the Board of
Directors or prescribed by these Bylaws. If there is no Chief Executive Officer, the Chairman of
the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the
powers and duties prescribed in Section 8 of this Article IV.



     SECTION 8. Chief Executive Officer. The Chief Executive Officer shall be the chief
executive officer of the Corporation and shall have the powers and perform the duties incident to
that position. He shall, in the absence of the Chairman of the Board, or if a Chairman of the
Board shall not have been elected, preside at each meeting of the Board of Directors or the
stockholders. He shall be an ex-officio member of all committees. Subject to the powers of the
Board of Directors, he shall be in the general and active charge of the entire business and affairs
of the Corporation, including authority over its officers, agents and employees, and shall have
such other duties as may from time to time be assigned to him by the Board of Directors. The Chief
Executive Officer shall see that all orders and resolutions of the Board of Directors are carried
into effect, and execute bonds, mortgages and other contracts requiring a seal under the seal of
the Corporation, except where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.



     SECTION 9. President. The President shall be the chief operating officer of the
Corporation. He shall perform all duties incident to the office of President, and be responsible
for the general direction of the operations of the business, reporting to the Chief Executive
Officer, and shall have such other duties as may from time to time be assigned to him by the Board
of Directors or as may be provided in these Bylaws. At the written request of the Chief Executive
Officer, or in his absence or in the event of his inability to act, the President shall perform the
duties of the Chief Executive Officer, and, when so acting, shall have the powers of and be subject
to the restrictions placed upon the Chief Executive Officer in respect of the performance of such
duties.



     SECTION 10. Vice President. Each Vice President shall perform all such duties as from
time to time may be assigned to him by the Board of Directors. At the written request of the
President, or in the absence or disability of the President, the Vice Presidents, in order of their
rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the
Board of Directors, shall perform the duties of the President, and when so acting shall have all
the powers of and be subject to all the restrictions placed upon the President in respect of the
performance of such duties.



     SECTION 11. Chief Financial Officer. The Chief Financial Officer shall:



     (a) have charge and custody of, and be responsible for, all the funds and securities of the
Corporation;



     (b) keep full and accurate accounts of receipts and disbursements in books belonging to the
Corporation;



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     (c) deposit all moneys and other valuables to the credit of the Corporation in such
depositories as may be designated by the Board of Directors or pursuant to its direction;



     (d) receive, and give receipts for, moneys due and payable to the Corporation from any source
whatsoever;



     (e) disburse the funds of the Corporation and supervise the investments of its funds, taking
proper vouchers therefore;



     (f) render to the Board of Directors, whenever the Board of Directors may require, an account
of the financial condition of the Corporation; and



     (g) in general, perform all duties incident to the office of Chief Financial Officer and such
other duties as from time to time may be assigned to him by the Board of Directors.



     The Chief Financial Officer may also be the Treasurer if so determined by the Board of
Directors.



     SECTION 12. Secretary. The Secretary shall:



     (a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all
meetings of the Board of Directors, the committees of the Board of Directors and the stockholders;



     (b) see that all notices are duly given in accordance with the provisions of these Bylaws and
as required by law;



     (c) be custodian of the records and the seal of the Corporation and affix and attest the seal
to all certificates for shares of the Corporation (unless the seal of the Corporation on such
certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all
other documents to be executed on behalf of the Corporation under its seal;



     (d) see that the books, reports, statements, certificates and other documents and records
required by law to be kept and filed are properly kept and filed; and



     (e) in general, perform all duties incident to the office of Secretary and such other duties
as from time to time may be assigned to him by the Board of Directors.



     SECTION 13. The Assistant Treasurer. The Assistant Treasurer, or if there shall be
more than one, the Assistant Treasurers in the order determined by the Board of Directors (or, if
there be no such determination, then in the order of their election), shall, in the absence of the
Treasurer or in the event of his inability to act or his failure to act (in violation of a duty to
act or in contravention of direction to act by the Board of Directors), perform the duties and
exercise the powers of the Treasurer and shall perform such other duties as from time to time may
be assigned by the Board of Directors.



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     SECTION 14. The Assistant Secretary. The Assistant Secretary, or if there be more
than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there
be no such determination, then in the order of their election), shall, in the absence of the
Secretary or in the event of his inability to act or his failure to act (in violation of a duty to
act or in contravention of direction to act by the Board of Directors), perform the duties and
exercise the powers of the Secretary and shall perform such other duties as from time to time may
be assigned by the Board of Directors.



     SECTION 15. Other Officers, Assistant Officers and Agents. Officers, assistant
officers and agents, if any, other than those whose duties are provided for in these Bylaws, shall
have such authority and perform such duties as may from time to time be prescribed by resolution of
the Board of Directors.



     SECTION 16. Officers’ Bonds or Other Security. If required by the Board of Directors,
any officer of the Corporation shall give a bond or other security for the faithful performance of
his duties, in such amount and with such surety as the Board of Directors may require.



     SECTION 17. Absence or Disability of Officers. In the case of the absence or
disability of any officer of the Corporation and of any person hereby authorized to act in such
officer’s place during such officer’s absence or disability, the Board of Directors may by
resolution delegate the powers and duties of such officer to any other officer or to any director,
or to any other person whom it may select.



ARTICLE V




Stock Certificates and Their Transfer




     SECTION 1. Stock Certificates. The Board of Directors may issue stock certificates,
or may provide by resolution or resolutions that some or all of any or all classes or series of
stock of the Corporation shall be uncertificated shares of stock. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented by a certificate
and, upon request, every holder of uncertificated shares shall be entitled to have a certificate,
signed by, or in the name of the Corporation by, the Chairman of the Board, the Chief Executive
Officer, the President or a Vice-President and by the Chief Financial Officer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by him or her in the Corporation. A certificate representing shares issued by the
Corporation shall, if the Corporation is authorized to issue more than one class or series of
stock, set forth upon the face or back of the certificate, or shall state that the Corporation will
furnish to any stockholder upon request and without charge, a full statement of the designations,
preferences and relative, participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such preferences and/or
rights. The Corporation shall furnish to any holder of uncertificated shares, upon request and
without charge, a full statement of the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Any request by a holder for a
certificate shall be in writing and directed to the Secretary of the Corporation.



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     SECTION 2. Facsimile Signatures. Any or all of the signatures on a certificate may be
a facsimile, engraved or printed. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer, transfer agent or registrar at
the date of issue.



     SECTION 3. Lost Certificates. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate
or certificates, or his legal representative, to give the Corporation a bond in such sum as it may
direct sufficient to indemnify it against any claim that may be made against the Corporation on
account of the alleged loss, theft or destruction of any such certificate or the issuance of such
new certificate



     SECTION 4. Transfers of Stock. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its records; provided, however, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer of
stock shall be made for collateral security, and not absolutely, it shall be so expressed in the
entry of transfer if, when the certificates are presented to the Corporation for transfer, both the
transferor and the transferee request the Corporation to do so.



     SECTION 5. Transfer Agents and Registrars. The Board of Directors may appoint, or
authorize any officer or officers to appoint, one or more transfer agents and one or more
registrars.



     SECTION 6. Regulations. The Board of Directors may make such additional rules and
regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of the Corporation.



     SECTION 7. Registered Stockholders. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its records as the owner of shares of stock to
receive dividends and to vote as such owner, shall be entitled to hold liable for calls and
assessments a person registered on its records as the owner of shares of stock, and shall not be
bound to recognize any equitable or other claim to or interest in such share or shares of stock on
the part of any other person, whether or not it shall have express or other notice thereof, except
as otherwise provided by the laws of Delaware.



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ARTICLE VI




General Provisions




     SECTION 1. Dividends. Subject to the provisions of statutes and the Certificate of
Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the
Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property
or in shares of stock of the Corporation, unless otherwise provided by statute or the Certificate
of Incorporation.



     SECTION 2. Reserves. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the Board of Directors
may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors may think conducive to the
interests of the Corporation. The Board of Directors may modify or abolish any such reserves in
the manner in which it was created.



     SECTION 3. Seal. The seal of the Corporation shall be in such form as shall be
approved by the Board of Directors, which form may be changed by resolution of the Board of
Directors.



     SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end on December 31
of each fiscal year and may thereafter be changed by resolution of the Board of Directors.



     SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for
the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the
Corporation by such officer, officers, person or persons as from time to time may be designated by
the Board of Directors or by an officer or officers authorized by the Board of Directors to make
such designation.



     SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may authorize
any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter
into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific instances.



     SECTION 7. Loans. The Corporation may lend money to, or guarantee any obligation of,
or otherwise assist any officer or other employee of the Corporation or of its subsidiary,
including any officer or employee who is a director of the Corporation or its subsidiary, whenever,
in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with or without interest,
and may be unsecured, or secured in such manner as the board of Directors shall approve, including,
without limitation, a pledge of shares of stock of the Corporation. Nothing in this section
contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the
Corporation at common law or under any statute.



     SECTION 8. Voting of Stock in Other Corporations. Unless otherwise provided by
resolution of the Board of Directors, either the Chairman of the Board or the Chief Executive



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Officer may, from time to time, (or may appoint one or more attorneys or agents to) cast the
votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other
corporation, any of whose shares or securities may be held by the Corporation, at meetings of the
holders of the shares or other securities of such other corporation. In the event one or more
attorneys or agents are appointed, the Chairman of the Board or the Chief Executive Officer may
instruct the person or persons so appointed as to the manner of casting such votes or giving such
consent. The Chairman of the Board or the Chief Executive Officer may, or may instruct the
attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the
Corporation and under its seal or otherwise, such written proxies, consents, waivers or other
instruments as may be necessary or proper in the circumstances.




     SECTION 9. Inspection of Books and Records. Any stockholder of record, in person or
by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have
the right during the usual hours for 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 copies or
extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s
interest as a stockholder. In every instance where an attorney or other agent shall be the person
who seeks the right of inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent to so act on behalf of
the stockholder. The demand under oath shall be directed to the Corporation at its registered
office in the State of Delaware or at its principal place of business.



     SECTION 10. Inconsistency Provisions. In the event that any provision of these Bylaws
is or becomes inconsistent with any provision of the Certificate of Incorporation, the General
Corporation Law of the State of Delaware or any other applicable law, the provision of these Bylaws
shall not be given any effect to the extent of such inconsistency but shall otherwise be given full
force and effect.



ARTICLE VII




Amendments




     These Bylaws may be amended or repealed or new Bylaws adopted only in accordance with Article
V of the Certificate of Incorporation.




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