**Exhibit3.2**

**AMENDED AND RESTATED BY-LAWS OF NEOPHARM, INC.**

 

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TABLE OF CONTENTS

 

**TABLE OF CONTENTS**
| ARTICLE  I CORPORATE OFFICES         |                                                              |
|--------------------------------------|-------------------------------------------------------------------|
| 1.1                                  | REGISTERED OFFICE                                                 |   |
| 1.2                                  | OTHER OFFICES                                                     |   |
|                                 |                                                              |   |
| ARTICLE  II MEETINGS OF STOCKHOLDERS |                                                              |
| 2.1                                  | PLACE OF MEETINGS                                                 |   |
| 2.2                                  | ANNUAL MEETING                                                    |   |
| 2.3                                  | SPECIAL MEETING                                                   |   |
| 2.4                                  | ADVANCE  NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS’ MEETINGS |   |
| 2.5                                  | MANNER OF  GIVING NOTICE; AFFIDAVIT OF NOTICE                     |   |
| 2.6                                  | QUORUM                                                            |   |
| 2.7                                  | ADJOURNED MEETING; NOTICE                                         |   |
| 2.8                                  | VOTING                                                            |   |
| 2.9                                  | WAIVER OF NOTICE                                                  |   |
| 2.10                                 | STOCKHOLDER  ACTION BY WRITTEN CONSENT WITHOUT A MEETING          |   |
| 2.11                                 | RECORD  DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS      |   |
| 2.12                                 | PROXIES                                                           |   |
| 2.13                                 | LIST OF  STOCKHOLDERS ENTITLED TO VOTE                            |   |
|                                 |                                                              |   |
| ARTICLE III DIRECTORS                |                                                              |
| 3.1                                  | POWERS                                                            |   |
| 3.2                                  | NUMBER OF DIRECTORS                                               |   |
| 3.3                                  | ELECTION,  QUALIFICATION AND TERM OF OFFICE OF DIRECTORS          |   |
| 3.4                                  | RESIGNATION AND VACANCIES                                         |   |
| 3.5                                  | PLACE OF MEETINGS; MEETINGS BY  TELEPHONE                         |   |
| 3.6                                  | FIRST MEETINGS                                                    |   |
| 3.7                                  | REGULAR MEETINGS                                                  |   |
| 3.8                                  | SPECIAL MEETINGS; NOTICE                                          |   |
| 3.9                                  | QUORUM                                                            |   |
| 3.10                                 | WAIVER OF NOTICE                                                  |   |
| 3.11                                 | ADJOURNED MEETING; NOTICE                                         |   |
| 3.12                                 | BOARD  ACTION BY WRITTEN CONSENT WITHOUT A MEETING                |   |
| 3.13                                 | FEES AND  COMPENSATION OF DIRECTORS                               |   |
| 3.14                                 | APPROVAL OF LOANS TO  OFFICERS                                    |   |
| 3.15                                 | REMOVAL OF DIRECTORS                                              |   |
|                                 |                                                              |   |
| ARTICLE  IV COMMITTEES               |                                                              |
| 4.1                                  | COMMITTEES OF DIRECTORS                                           |   |
| 4.2                                  | COMMITTEE MINUTES                                                 |   |
| 4.3                                  | MEETINGS AND ACTION  OF COMMITTEES                                |   |
|                                 |                                                              |   |
| ARTICLE  V OFFICERS                  |                                                              |
| 5.1                                  | OFFICERS                                                          |   |
| 5.2                                  | ELECTION OF OFFICERS                                              |   |
| 5.3                                  | SUBORDINATE OFFICERS                                              |   |
| 5.4                                  | REMOVAL AND  RESIGNATION OF OFFICERS                              |   |
| 5.5                                  | VACANCIES IN OFFICES                                              |   |
| 5.6                                  | CHAIRMAN OF THE BOARD                                             |   |
| 5.7                                  | PRESIDENT                                                         |   |
| 5.8                                  | VICE PRESIDENT                                                    |   |

 

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| 5.9                             | SECRETARY                                         |   |
|---------------------------------|---------------------------------------------------|--------|
| 5.10                            | TREASURER                                         |   |
| 5.11                            | ASSISTANT SECRETARY                               |   |
| 5.12                            | ASSISTANT TREASURER                               |   |
| 5.13                            | AUTHORITY AND DUTIES  OF OFFICERS                 |   |
|                            |                                              |   |
| ARTICLE  VI INDEMNITY           |                                              |
| 6.1                             | INDEMNIFICATION  OF DIRECTORS AND OFFICERS        |   |
| 6.2                             | INDEMNIFICATION OF OTHERS                         |   |
| 6.3                             | INSURANCE                                         |   |
|                            |                                              |   |
| ARTICLE VII RECORDS AND REPORTS |                                              |
| 7.1                             | MAINTENANCE AND  INSPECTION OF RECORDS            |   |
| 7.2                             | INSPECTION BY DIRECTORS                           |   |
| 7.3                             | ANNUAL STATEMENT TO  STOCKHOLDERS                 |   |
| 7.4                             | REPRESENTATION  OF SHARES OF OTHER CORPORATIONS   |   |
|                            |                                              |   |
| ARTICLE VIII GENERAL MATTERS    |                                              |
| 8.1                             | CHECKS                                            |   |
| 8.2                             | EXECUTION  OF CORPORATE CONTRACTS AND INSTRUMENTS |   |
| 8.3                             | STOCK  CERTIFICATES; PARTLY PAID SHARES           |   |
| 8.4                             | SPECIAL DESIGNATION  ON CERTIFICATES              |   |
| 8.5                             | LOST CERTIFICATES                                 |   |
| 8.6                             | CONSTRUCTION; DEFINITIONS                         |   |
| 8.7                             | DIVIDENDS                                         |   |
| 8.8                             | FISCAL YEAR                                       |   |
| 8.9                             | SEAL                                              |   |
| 8.10                            | TRANSFER OF STOCK                                 |   |
| 8.11                            | STOCK TRANSFER AGREEMENTS                         |   |
| 8.12                            | REGISTERED STOCKHOLDERS                           |   |
|                            |                                              |   |
| ARTICLE  IX AMENDMENTS          |                                              |
|                            |                                              |
| ARTICLE  X DISSOLUTION          |                                              |
|                            |                                              |
| ARTICLE  XI CUSTODIAN           |                                              |
| 11.1                            | APPOINTMENT  OF A CUSTODIAN IN CERTAIN CASES      |   |
| 11.2                            | DUTIES OF CUSTODIAN                               |   |

 

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**BY-LAWS**

**OF**

**NEOPHARM, INC.**

**ARTICLEI**

**CORPORATE OFFICES**

1.1*    REGISTEREDOFFICE*

The registered office of the corporation shall be inthe City of Wilmington, County of New Castle, State of Delaware. The name ofthe registered agent of the corporation at such location is Corporation TrustCompany.

1.2*    OTHEROFFICES*

The board of directors may at any time establish otheroffices at any place or places where the corporation is qualified to dobusiness.

**ARTICLE II****MEETINGS OF STOCKHOLDERS**

2.1*    PLACEOF MEETINGS*

Meetings of stockholders shall be held at any place,within or outside the State of Delaware, designated by the board of directors.In the absence of any such designation, stockholders’ meetings shall be held atthe registered office of the corporation.

2.2*    ANNUALMEETING*

The annual meeting of stockholders shall be held eachyear on a date and at a time designated by the board of directors. In theabsence of such designation, the annual meeting of stockholders shall be heldon the 18th of June in each year at 10:00 a.m. However, if such day fallson a legal holiday, then the meeting shall be held at the same time and placeon the next succeeding full business day. At the meeting, directors shall beelected and any other proper business may be transacted.

2.3*    SPECIALMEETING*

A special meeting of the stockholders may be called atany time by the board of directors, but such special meetings may not be calledby any other person or persons.

No business may be transacted at such special meetingother than the business specified in such notice to stockholders. Nothingcontained in this paragraph of this Section 2.3 shall be construed aslimiting, fixing, or affecting the time when a meeting of stockholders calledby action of the board of directors may be held.

2.4*    ADVANCE NOTICE PROCEDURES; NOTICE OFSTOCKHOLDERS’ MEETINGS*

(i)    At an annual meeting of thestockholders, only such business shall be conducted as shall have been properlybrought before the meeting. To be properly brought before an annual meeting,business must be: (A) specified in the notice of meeting (or any supplementthereto) given by or at the direction of the board of directors,(B) otherwise properly brought before the meeting by or at the directionof the board of directors, or (C) otherwise properly brought before themeeting by a stockholder. For business to be properly brought before an annualmeeting by a stockholder, the stockholder must have given timely notice thereofin writing to the secretary of the corporation. To be timely, a stockholder’snotice must be delivered to or mailed and received at the principal executiveoffices of the corporation

 

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not lessthan one hundred twenty (120) calendar days before the one yearanniversary of the date on which the corporation first mailed its proxy statementto stockholders in connection with the previous year’s annual meeting ofstockholders; *provided*, *however*, that in the event that no annualmeeting was held in the previous year or the date of the annual meeting hasbeen changed by more than thirty (30) days from the date of the prioryear’s meeting, notice by the stockholder to be timely must be so received notlater than the close of business on the later of one hundred twenty(120) calendar days in advance of such annual meeting and ten (10) calendardays following the date on which public announcement of the date of the meetingis first made. A stockholder’s notice to the secretary shall set forth as toeach matter the stockholder proposes to bring before the annual meeting:(a) a brief description of the business desired to be brought before theannual meeting and the reasons for conducting such business at the annualmeeting, (b) the name and address, as they appear on the corporation’sbooks, of the stockholder proposing such business, (c) the class andnumber of shares of the corporation that are beneficially owned by thestockholder, (d) any material interest of the stockholder in suchbusiness, and (e) any other information that is required to be provided bythe stockholder pursuant to Regulation 14A under the Securities ExchangeAct of 1934, as amended (the “1934 Act”), in his capacity as a proponent to astockholder proposal. Notwithstanding the foregoing, in order to includeinformation with respect to a stockholder proposal in the proxy statement andform of proxy for a stockholder’s meeting, stockholders must provide notice asrequired by the regulations promulgated under the 1934 Act. Notwithstandinganything in these by-laws to the contrary, no business shall be conducted atany annual meeting except in accordance with the procedures set forth in thisparagraph (i). The chairman of the annual meeting shall, if the factswarrant, determine and declare at the meeting that business was not properlybrought before the meeting and in accordance with the provisions of thisparagraph (i), and, if he should so determine, he shall so declare at themeeting that any such business not properly brought before the meeting shallnot be transacted.

(ii)    Only persons who arenominated in accordance with the procedures set forth in thisparagraph (ii) shall be eligible for election as directors. Nominations ofpersons for election to the board of directors of the corporation may be madeat a meeting of stockholders by or at the direction of the board of directorsor by any stockholder of the corporation entitled to vote in the election ofdirectors at the meeting who complies with the notice procedures set forth inthis paragraph (ii). Such nominations, other than those made by or at thedirection of the board of directors, shall be made pursuant to timely notice inwriting to the secretary of the corporation in accordance with the provisionsof paragraph (i) of this Section 2.4. Such stockholder’s notice shallset forth (a) as to each person, if any, whom the stockholder proposes tonominate for election or re-election as a director: (A) the name, age,business address and residence address of such person, (B) the principaloccupation or employment of such person, (C) the class and number of sharesof the corporation that are beneficially owned by such person, (D) adescription of all arrangements or understandings between the stockholder andeach nominee and any other person or persons (naming such person or persons)pursuant to which the nominations are to be made by the stockholder, and(E) any other information relating to such person that is required to bedisclosed in solicitations of proxies for elections of directors, or isotherwise required, in each case pursuant to Regulation 14A under the 1934Act (including without limitation such person’s written consent to being namedin the proxy statement, if any, as a nominee and to serving as a director ifelected); and (b) as to such stockholder giving notice, the informationrequired to be provided pursuant to paragraph (i) of thisSection 2.4. At the request of the board of directors, any personnominated by a stockholder for election as a director shall furnish to thesecretary of the corporation that information required to be set forth in thestockholder’s notice of nomination which pertains to the nominee. No personshall be eligible for election as a director of the corporation unlessnominated in accordance with the procedures set forth in thisparagraph (ii). The chairman of the meeting shall, if the facts warrant,determine and declare at the meeting that a nomination was not made inaccordance with the procedures prescribed by these by-laws, and if he

 

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should sodetermine, he shall so declare at the meeting, and the defective nominationshall be disregarded.

These provisions shall not prevent the considerationand approval or disapproval at an annual meeting of reports of officers,directors and committees of the board of directors, but in connection therewithno new business shall be acted upon at any such meeting unless stated, filedand received as herein provided. Notwithstanding anything in these by-laws tothe contrary, no business brought before a meeting by a stockholder shall beconducted at an annual meeting except in accordance with procedures set forthin this Section 2.4.

(iii)    All notices of meetingsof stockholders shall be sent or otherwise given in accordance withSection 2.5 of these by-laws not less than 10 nor more than 60 daysbefore the date of the meeting to each stockholder entitled to vote at suchmeeting. The notice shall specify the place, if any, date and hour of themeeting, and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called.

2.5*    MANNER OF GIVING NOTICE; AFFIDAVIT OFNOTICE*

Written notice of any meeting of stockholders, ifmailed, is given when deposited in the United States mail, postage prepaid,directed to the stockholder at his address as it appears on the records of thecorporation. An affidavit of the secretary or an assistant secretary or of thetransfer agent of the corporation that the notice has been given shall, in theabsence of fraud, be prima facie evidence of the facts stated therein.

2.6*    QUORUM*

The holders of a majority of the stock issued andoutstanding and entitled to vote thereat, present in person or represented byproxy, shall constitute a quorum at all meetings of the stockholders for thetransaction of business except as otherwise provided by statute or by thecertificate of incorporation. If, however, such quorum is not present orrepresented at any meeting of the stockholders, then the stockholders entitledto vote thereat, present in person or represented by proxy, shall have power toadjourn the meeting from time to time, without notice other than announcementat the meeting, until a quorum is present or represented. At such adjournedmeeting at which a quorum is present or represented, any business may betransacted that might have been transacted at the meeting as originallynoticed.

2.7*    ADJOURNED MEETING; NOTICE*

When a meeting is adjourned to another time or place,unless these bylaws otherwise require, notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken. At the adjourned meeting the corporation maytransact any business that might have been transacted at the original meeting.If the adjournment is for more than thirty (30) days, or if after theadjournment a new record date is fixed for the adjourned meeting, a notice ofthe adjourned meeting shall be given to each stockholder of record entitled tovote at the meeting.

2.8*    VOTING*

The stockholders entitled to vote at any meeting ofstockholders shall be determined in accordance with the provisions ofSection 2.11 of these bylaws, subject to the provisions of Sections 217and 218 of the General Corporation Law of Delaware (relating to voting rightsof fiduciaries, pledgers and joint owners of stock and to voting trusts andother voting agreements).

Except as may otherwise be provided in the certificateof incorporation, each stockholder shall be entitled to one vote for each shareof capital stock held by such stockholder.

 

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2.9*    WAIVEROF NOTICE*

Whenever notice is required to be given under anyprovision of the General Corporation Law of Delaware or of the certificate ofincorporation or these bylaws, a written waiver thereof, signed by the personentitled to notice, whether before or after the time stated therein, shall bedeemed 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 be transacted at, nor the purpose of, anyregular or special meeting of the stockholders need be specified in any writtenwaiver of notice unless so required by the certificate of incorporation orthese bylaws.

2.10*    STOCKHOLDER ACTION BY WRITTEN CONSENTWITHOUT A MEETING*

Unless otherwise provided in the certificate ofincorporation, any action required by this chapter to be taken at any annual orspecial meeting of stockholders of a corporation, or any action that may betaken at any annual or special meeting of such stockholders, may be takenwithout a meeting, without prior notice, and without a vote if a consent inwriting, setting forth the action so taken, is signed by the holders ofoutstanding stock having not less than the minimum number of votes that wouldbe necessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate actionwithout a meeting by less than unanimous written consent shall be given tothose stockholders who have not consented in writing. If the action which isconsented to is such as would have required the filing of a certificate underany section of the General Corporation Law of Delaware if such action had beenvoted on by stockholders at a meeting thereof, then the certificate filed undersuch section shall state, in lieu of any statement required by such sectionconcerning any vote of stockholders, that written notice and written consenthave been given as provided in Section 228 of the General Corporation Lawof Delaware.

2.11*    RECORD DATE FOR STOCKHOLDER NOTICE;VOTING; GIVING CONSENTS*

In order that the corporation may determine thestockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, or entitled to express consent to corporate action inwriting without a meeting, or entitled to receive payment of any dividend orother distribution or allotment of any rights, or entitled to exercise anyrights in respect of any change, conversion or exchange of stock or for thepurpose 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 such meeting, nor more than sixty(60) days prior to any other action.

If the board of directors does not so fix a recorddate:

        (i)    Therecord date for determining stockholders entitled to notice of or to vote at ameeting of stockholders shall be at the close of business on the day nextpreceding the day on which notice is given, or, if notice is waived, at theclose of business on the day next preceding the day on which the meeting isheld.

        (ii)   Therecord date for determining stockholders entitled to express consent tocorporate action in writing without a meeting, when no prior action by theboard of directors is necessary, shall be the day on which the first writtenconsent is expressed.

        (iii)  Therecord date for determining stockholders for any other purpose shall be at theclose of business on the day on which the board of directors adopts the resolutionrelating thereto.

 

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A determination of stockholders of record entitled tonotice of or to vote at a meeting of stockholders shall apply to anyadjournment of the meeting; provided, however, that the board of directors mayfix a new record date for the adjourned meeting.

2.12*    PROXIES*

Each stockholder entitled to vote at a meeting ofstockholders or to express consent or dissent to corporate action in writingwithout a meeting may authorize another person or persons to act for him by awritten proxy, signed by the stockholder and filed with the secretary of thecorporation, but no such proxy shall be voted or acted upon after seven(7) years from its date, unless the proxy provides for a longer period. Aproxy shall be deemed signed if the stockholder’s name is placed on the proxy(whether by manual signature, typewriting, telegraphic transmission orotherwise) by the stockholder or the stockholder’s attorney-in-fact. Therevocability of a proxy that states on its face that it is irrevocable shall begoverned by the provisions of Section 212(c) of the General CorporationLaw of Delaware.

2.13*    LIST OF STOCKHOLDERS ENTITLED TO VOTE*

The officer who has charge of the stock ledger of thecorporation shall prepare and make, at least ten (10) days before everymeeting of stockholders, a complete list of the stockholders entitled to voteat the meeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, forany purpose germane to the meeting, during ordinary business hours, for aperiod of at least ten (10) days prior to the meeting, either at a placewithin the city where the meeting is to be held, which place shall be specifiedin the notice of the meeting, or, if not so specified, at the place where themeeting is to be held. The list shall also be produced and kept at the time andplace of the meeting during the whole time thereof, and may be inspected by anystockholder who is present.

 

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**ARTICLE III****DIRECTORS**

3.1*    POWERS*

Subject to the provisions of the General CorporationLaw of Delaware and any limitations in the certificate of incorporation orthese bylaws relating to action required to be approved by the stockholders orby the outstanding shares, the business and affairs of the corporation shall bemanaged and all corporate powers shall be exercised by or under the directionof the board of directors.

3.2*    NUMBEROF DIRECTORS*

The number of directors of the Corporation shall notbe less than three (3) and not more than nine (9). Within the foregoinglimits, the number of directors serving on the board of directors shall bedetermined from time to time by resolution of the board of directors; provided,however, that no reduction of the authorized number of directors shall have theeffect of removing any director before that director’s term of office expires.

3.3*    ELECTION, QUALIFICATION AND TERM OFOFFICE OF DIRECTORS*

Except asprovided in Section 3.4 of these bylaws, directors shall be elected ateach annual meeting of stockholders to hold office until the next annualmeeting. Directors need not be stockholders unless so required by thecertificate of incorporation or these bylaws, wherein other qualifications fordirectors may be prescribed. Each director, including a director elected tofill a vacancy, shall hold office until his successor is elected and qualifiedor until his earlier resignation or removal.

Elections of directors need not be by written ballot.

3.4*    RESIGNATION AND VACANCIES*

Any director may resign at any time upon writtennotice to the corporation. When one or more directors so resigns and theresignation is effective at a future date, a majority of the directors then inoffice, including those who have so resigned, shall have power to fill suchvacancy or vacancies, the vote thereon to take effect when such resignation orresignations shall become effective, and each director so chosen shall holdoffice as provided in this section in the filling of other vacancies.

Unless otherwise provided in the certificate ofincorporation 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 suchclass or classes or series thereof then in office, or by a sole remainingdirector so elected.

If at any time, by reason of death or resignation orother cause, the corporation should have no directors in office, then anyofficer or any stockholder or an executor, administrator, trustee or guardianof a stockholder, or other fiduciary entrusted with like responsibility for theperson or estate of a stockholder, may call a special meeting of stockholdersin accordance with the provisions of the certificate of incorporation or thesebylaws, or may apply to the Court of Chancery for a decree summarily orderingan election as provided in Section 211 of the General Corporation Law ofDelaware.

 

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If, at the time of filling any vacancy or any newlycreated directorship, the directors then in office constitute less than amajority of the whole board (as constituted immediately prior to any suchincrease), then the Court of Chancery may, upon application of any stockholderor stockholders holding at least ten (10) percent of the total number ofthe shares at the time outstanding having the right to vote for such directors,summarily order an election to be held to fill any such vacancies or newlycreated directorships, or to replace the directors chosen by the directors thenin office as aforesaid, which election shall be governed by the provisions ofSection 211 of the General Corporation Law of Delaware as far asapplicable.

3.5*    PLACEOF MEETINGS; MEETINGS BY TELEPHONE*

The board of directors of the corporation may holdmeetings, both regular and special, either within or outside the State ofDelaware.

Unless otherwise restricted by the certificate ofincorporation or these bylaws, members of the board of directors, or anycommittee designated by the board of directors, may participate in a meeting ofthe board of directors, or any committee, by means of conference telephone orsimilar communications equipment by means of which all persons participating inthe meeting can hear each other, and such participation in a meeting shallconstitute presence in person at the meeting.

3.6*    FIRSTMEETINGS*

The first meeting of each newly elected board ofdirectors shall be held at such time and place as shall be fixed by the vote ofthe stockholders at the annual meeting and no notice of such meeting shall benecessary to the newly elected directors in order legally to constitute the meeting,provided a quorum shall be present. In the event of the failure of thestockholders to fix the time or place of such first meeting of the newlyelected board of directors, or in the event such meeting is not held at thetime and place so fixed by the stockholders, the meeting may be held at suchtime and place as shall be specified in a notice given as hereinafter providedfor special meetings of the board of directors, or as shall be specified in awritten waiver signed by all of the directors.

3.7*    REGULARMEETINGS*

Regular meetings of the board of directors may be heldwithout notice at such time and at such place as shall from time to time bedetermined by the board.

3.8*    SPECIAL MEETINGS; NOTICE*

Special meetings of the board of directors for anypurpose or purposes may be called at any time by the chairman of the board, thepresident, any vice president, the secretary or any two (2) directors.

Notice of the time and place of special meetings shallbe delivered personally or by telephone to each director or sent by first-classmail or telegram, charges prepaid, addressed to each director at thatdirector’s address as it is shown on the records of the corporation. If thenotice is mailed, it shall be deposited in the United States mail at least four(4) days before the time of the holding of the meeting. If the notice isdelivered personally or by telephone or by telegram, it shall be deliveredpersonally or by telephone or to the telegraph company at least forty-eight(48) hours before the time of the holding of the meeting. Any oral noticegiven personally or by telephone may be communicated either to the director orto a person at the office of the director who the person giving the notice hasreason to believe will promptly communicate it to the director. The notice neednot specify the purpose or the place of the meeting, if the meeting is to beheld at the principal executive office of the corporation.

3.9*    QUORUM*

At all meetings of the board of directors, a majorityof the authorized number of directors shall constitute a quorum for thetransaction of business and the act of a majority of the directors present at

 

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anymeeting at which there is a quorum shall be the act of the board of directors,except as may be otherwise specifically provided by statute or by thecertificate of incorporation. If a quorum is not present at any meeting of theboard of directors, then the directors present thereat may adjourn the meetingfrom time to time, without notice other than announcement at the meeting, untila quorum is present.

A meeting at which a quorum is initially present maycontinue to transact business notwithstanding the withdrawal of directors, ifany action taken is approved by at least a majority of the required quorum forthat meeting.

3.10*    WAIVEROF NOTICE*

Whenever notice is required to be given under anyprovision of the General Corporation Law of Delaware or of the certificate ofincorporation or these bylaws, a written waiver thereof, signed by the personentitled to notice, whether before or after the time stated therein, shall bedeemed 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 be transacted at, nor the purpose of, anyregular or special meeting of the directors, or members of a committee ofdirectors, need be specified in any written waiver of notice unless so requiredby the certificate of incorporation or these bylaws.

3.11*    ADJOURNEDMEETING; NOTICE*

If a quorum is not present at any meeting of the boardof directors, then the directors present thereat may adjourn the meeting fromtime to time, without notice other than announcement at the meeting, until aquorum is present

3.12*    BOARD ACTION BY WRITTEN CONSENT WITHOUTA MEETING*

Unless otherwise restricted by the certificate ofincorporation or these bylaws, any action required or permitted to be taken atany meeting of the board of directors, or of any committee thereof, may betaken without a meeting if all members of the board or committee, as the casemay be, consent thereto in writing and the writing or writings are filed withthe minutes of proceedings of the board or committee.

3.13*    FEES AND COMPENSATION OF DIRECTORS*

Unless otherwise restricted by the certificate ofincorporation or these bylaws, the board of directors shall have the authorityto fix the compensation of directors.

3.14*    APPROVAL OF LOANS TO OFFICERS*

The corporation may lend money to, or guarantee anyobligation of, or otherwise assist any officer or other employee of thecorporation or of its subsidiary, including any officer or employee who is adirector of the corporation or its subsidiary, whenever, in the judgment of thedirectors, such loan, guaranty or assistance may reasonably be expected tobenefit the corporation. The loan, guaranty or other assistance may be with orwithout interest and may be unsecured, or secured in such manner as the boardof directors shall approve, including, without limitation, a pledge of sharesof stock of the corporation. Nothing in this section contained shall be deemedto deny, limit or restrict the powers of guaranty or warranty of thecorporation at common law or under any statute.

3.15*    REMOVALOF DIRECTORS*

Unless otherwise restricted by statute, by thecertificate of incorporation or by these bylaws, any director or the entireboard of directors may be removed, with or without cause, by the holders of amajority of the shares then entitled to vote at an election of directors.

No reduction of the authorized number of directorsshall have the effect of removing any director prior to the expiration of suchdirector’s term of office.

 

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**ARTICLE IV****COMMITTEES**

4.1*    COMMITTEES OF DIRECTORS*

The board of directors may, by resolution passed by amajority of the whole board, designate one or more committees, with eachcommittee to consist of one or more of the directors of the corporation. Theboard may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member at any meeting ofthe committee. In the absence or disqualification of a member of a committee,the member or members thereof present at any meeting and not disqualified fromvoting, whether or not he or they constitute a quorum, may unanimously appointanother member of the board of directors to act at the meeting in the place ofany such absent or disqualified member. Any such committee, to the extentprovided in the resolution of the board of directors or in the bylaws of thecorporation, shall have and may exercise all the powers and authority of theboard of directors in the management of the business and affairs of thecorporation, and may authorize the seal of the corporation to be affixed to allpapers that may require it; but no such committee shall have the power orauthority to (i) amend the certificate of incorporation (except that acommittee may, to the extent authorized in the resolution or resolutionsproviding for the issuance of shares of stock adopted by the board of directorsas provided in Section 151(a) of the General Corporation Law of Delaware,fix any of the preferences or rights of such shares relating to dividends,redemption, dissolution, any distribution of assets of the corporation or theconversion into, or the exchange of such shares for, shares of any other classor classes or any other series of the same or any other class or classes ofstock of the corporation), (ii) adopt an agreement of merger orconsolidation under Sections 251 or 252 of the General Corporation Law ofDelaware, (iii) recommend to the stockholders the sale, lease or exchangeof all or substantially all of the corporation’s property and assets,(iv) recommend to the stockholders a dissolution of the corporation or arevocation of a dissolution, or (v) amend the bylaws of the corporation;and, unless the board resolution establishing the committee, the bylaws or thecertificate of incorporation expressly so provide, no such committee shall havethe power or authority to declare a dividend, to authorize the issuance ofstock, or to adopt a certificate of ownership and merger pursuant toSection 253 of the General Corporation Law of Delaware.

4.2*    COMMITTEEMINUTES*

Each committee shall keep regular minutes of itsmeetings and report the same to the board of directors when required.

4.3*    MEETINGS AND ACTION OF COMMITTEES*

Meetings and actions of committees shall be governedby, and held and taken in accordance with, the following provisions ofArticle III of these bylaws: Section 3.5 (place of meetings andmeetings by telephone), Section 3.7 (regular meetings), Section 3.8(special meetings and notice), Section 3.9 (quorum), Section 3.10(waiver of notice), Section 3.11 (adjournment and notice of adjournment),and Section 3.12 (action without a meeting), with such changes in thecontext of those bylaws as are necessary to substitute the committee and itsmembers for the board of directors and its members; provided, however, that thetime of regular meetings of committees may also be called by resolution of theboard of directors and that notice of special meetings of committees shall alsobe given to all alternate members, who shall have the right to attend allmeetings of the committee. The board of directors may adopt rules for thegovernment of any committee not inconsistent with the provisions of thesebylaws.

 

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**ARTICLEV****OFFICERS**

5.1*    OFFICERS*

The officers the corporation shall be a president, oneor more vice presidents, a secretary, and a treasurer. The corporation may alsohave, at the discretion of the board of directors, a chairman of the board, oneor more assistant vice presidents, assistant secretaries, assistant treasurers,and any such other officers as may be appointed in accordance with theprovisions of Section 5.3 of these bylaws. Any number of offices may beheld by the same person.

5.2*    ELECTIONOF OFFICERS*

The officers of the corporation, except such officersas may be appointed in accordance with the provisions of Sections 5.3 or 5.5 ofthese bylaws, shall be chosen by the board of directors, subject to the rights,if any, of an officer under any contract of employment.

5.3*    SUBORDINATEOFFICERS*

The board of directors may appoint, or empower thepresident to appoint, such other officers and agents as the business of thecorporation may require, each of whom shall hold office for such period, havesuch authority, and perform such duties as are provided in these bylaws or asthe board of directors may from time to time determine.

5.4*    REMOVAL AND RESIGNATION OF OFFICERS*

Subject to the rights, if any, of an officer under anycontract of employment, any officer may be removed, either with or withoutcause, by an affirmative vote of the majority of the board of directors at anyregular or special meeting of the board or, except in the case of an officerchosen by the board of directors, by any officer upon whom such power ofremoval may be conferred by the board of directors.

Any officer may resign at any time by giving writtennotice to the corporation. Any resignation shall take effect at the date of thereceipt of that notice or at any later time specified in that notice; and,unless otherwise specified in that notice, the acceptance of the resignation shallnot be necessary to make it effective. Any resignation is without prejudice tothe rights, if any, of the corporation under any contract to which the officeris a party.

5.5*    VACANCIESIN OFFICES*

Any vacancy occurring in any office of the corporationshall be filled by the board of directors.

5.6*    CHAIRMANOF THE BOARD*

The chairman of the board, if such an officer beelected, shall, if present, preside at meetings of the board of directors andexercise and perform such other powers and duties as may from time to time beassigned to him by the board of directors or as may be prescribed by thesebylaws. If there is no president, then the chairman of the board shall also bethe chief executive officer of the corporation and shall have the powers and dutiesprescribed in Section 5.7 of these bylaws.

5.7*    PRESIDENT*

Subject to such supervisory powers, if any, as may begiven by the board of directors to the chairman of the board, if there be suchan officer, the president shall be the chief executive officer of thecorporation and shall, subject to the control of the board of directors, havegeneral supervision, direction, and control of the business and the officers ofthe corporation. He shall preside at all meetings of the shareholders and, inthe absence or nonexistence of a chairman of the board, at all meetings of theboard of directors. He shall have the general powers and duties of managementusually

 

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vested inthe office of president of a corporation and shall have such other powers andduties as may be prescribed by the board of directors or these bylaws.

5.8*    VICEPRESIDENT*

In the absence or disability of the president, thevice presidents, if any, in order of their rank as fixed by the board ofdirectors or, if not ranked, a vice president designated by the board ofdirectors, shall perform all the duties of the president and when so actingshall have all the powers of, and be subject to all the restrictions upon, thepresident. The vice presidents shall have such other powers and perform suchother duties as from time to time may be prescribed for them respectively bythe board of directors, these bylaws, the president or the chairman of theboard.

5.9*    SECRETARY*

The secretary shall keep or cause to be kept, at theprincipal executive office of the corporation or such other place as the boardof directors may direct, a book of minutes of all meetings and actions ofdirectors, committees of directors, and shareholders. 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 atshareholders’ meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at theprincipal executive office of the corporation or at the office of thecorporation’s transfer agent or registrar, as determined by resolution of theboard of directors, a share register, or a duplicate share register, showingthe names of all shareholders and their addresses, the number and classes ofshares held by each, the number and date of certificates evidencing suchshares, and the number and date of cancellation of every certificatesurrendered for cancellation.

The secretary shall give, or cause to be given, noticeof all meetings of the shareholders and of the board of directors required tobe given by law or by these bylaws. He shall keep’ the seal of the corporation,if one be adopted, in safe custody and shall have such other powers and performsuch other duties as may be prescribed by the board of directors or by thesebylaws.

5.10*    TREASURER*

The treasurer shall keep and maintain, or cause to bekept and maintained, adequate and correct books and records of accounts of theproperties and business transactions of the corporation, including accounts ofits assets, liabilities, receipts, disbursements, gains, losses, capital,retained earnings, and shares. The books of account shall at all reasonabletimes be open to inspection by any director.

The treasurer shall deposit all money and othervaluables in the name and to the credit of the corporation with suchdepositaries as may be designated by the board of directors. He shall disbursethe funds of the corporation as may be ordered by the board of directors, shallrender to the president and directors, whenever they request it, an account ofall of his transactions as treasurer and of the financial condition of thecorporation, and shall have such other powers and perform such other duties asmay be prescribed by the board of directors or these bylaws.

5.11*    ASSISTANTSECRETARY*

The assistant secretary, or, if there is more thanone, the assistant secretaries in the order determined by the stockholders orboard of directors (or if there be no such determination, then in the order oftheir election) shall, in the absence of the secretary or in the event of hisor her inability or refusal to act, perform the duties and exercise the powersof the secretary and shall perform such other duties and have such other powersas the board of directors or the stockholders may from time to time prescribe.

 

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5.12*    ASSISTANTTREASURER*

The assistant treasurer, or, if there is more thanone, the assistant treasurers, in the order determined by the stockholders orboard of directors (or if there be no such determination, then in the order oftheir election), shall, in the absence of the treasurer or in the event of hisor her inability or refusal to act, perform the duties and exercise the powersof the treasurer and shall perform such other duties and have such other powersas the board of directors or the stockholders may from time to time prescribe.

5.13*    AUTHORITY AND DUTIES OF OFFICERS*

In addition to the foregoing authority and duties, allofficers of the corporation shall respectively have such authority and performsuch duties in the management of the business of the corporation as may bedesignated from time to time by the board of directors or the stockholders.

**ARTICLE VI****INDEMNITY**

6.1*    INDEMNIFICATION OF DIRECTORS ANDOFFICERS*

The corporation shall, to the maximum extent and inthe manner permitted by the General Corporation Law of Delaware, indemnify eachof its directors and officers against expenses (including attorneys’ fees),judgments, fines, settlements, and other amounts actually and reasonablyincurred in connection with any proceeding, arising by reason of the fact thatsuch person is or was an agent of the corporation. For purposes of thisSection 6.1, a “director” or “officer” of the corporation includes anyperson (i) who is or was a director or officer of the corporation,(ii) who is or was serving at the request of the corporation as a directoror officer of another corporation, partnership, joint venture, trust or otherenterprise, or (iii) who was a director or officer of a corporation whichwas a predecessor corporation of the corporation or of another enterprise atthe request of such predecessor corporation.

6.2*    INDEMNIFICATION OF OTHERS*

The corporation shall have the power, to the extentand in the manner permitted by the General Corporation Law of Delaware, toindemnify each of its employees and agents (other than directors and officers)against expenses (including attorneys’ fees), judgments, fines, settlements,and other amounts actually and reasonably incurred in connection with anyproceeding, arising by reason of the fact that such person is or was an agentof the corporation. For purposes of this Section 6.2, an “employee” or“agent” of the corporation (other than a director or officer) includes anyperson (i) who is or was an employee or agent of the corporation,(ii) who is or was serving at the request of the corporation as anemployee or agent of another corporation, partnership, joint venture, trust orother enterprise, or (iii) who was an employee or agent of a corporationwhich was a predecessor corporation of the corporation or of another enterpriseat the request of such predecessor corporation.

6.3*    INSURANCE*

The corporation may purchase and maintain insurance onbehalf of any person who is or was a director, officer, employee or agent ofthe corporation, 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 any liability asserted against himand incurred by him in any such capacity, or arising out of his status as such,whether or not the corporation would have the power to indemnify him againstsuch liability under the provisions of the General Corporation Law of Delaware.

 

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**ARTICLE VII****RECORDS AND REPORTS**

7.1*    MAINTENANCE AND INSPECTION OF RECORDS*

The corporation shall, either at its principalexecutive office or at such place or places as designated by the board ofdirectors, keep a record of its shareholders listing their names and addressesand the number and class of shares held by each shareholder, a copy of thesebylaws as amended to date, accounting books, and other records.

Any stockholder of record, in person or by attorney orother agent, shall, upon written demand under oath stating the purpose thereof,have the right during the usual hours for business to inspect for any properpurpose the corporation’s stock ledger, a list of its stockholders, and itsother books and records and to make copies or extracts therefrom. A properpurpose shall mean a purpose reasonably related to such person’s interest as astockholder. In every instance where an attorney or other agent is the personwho seeks the right to inspection, the demand under oath shall be accompaniedby a power of attorney or such other writing that authorizes the attorney orother agent to so act on behalf of the stockholder. The demand under oath shallbe directed to the corporation at its registered office in Delaware or at itsprincipal place of business.

The officer who has charge of the stock ledger of thecorporation shall prepare and make, at least ten (10) days before everymeeting of stockholders, a complete list of the stockholders entitled to voteat the meeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, forany purpose germane to the meeting, during ordinary business hours, for aperiod of at least ten (10) days prior to the meeting, either at a placewithin the city where the meeting is to be held, which place shall be specifiedin the notice of the meeting, or, if not so specified, at the place where themeeting is to be held. The list shall also be produced and kept at the time andplace of the meeting during the whole time thereof, and may be inspected by anystockholder who is present.

7.2*    INSPECTION BY DIRECTORS*

Any director shall have the right to examine thecorporation’s stock ledger, a list of its stockholders, and its other books andrecords for a purpose reasonably related to his position as a director. TheCourt of Chancery is hereby vested with the exclusive jurisdiction to determinewhether a director is entitled to the inspection sought. The Court may summarilyorder the corporation to permit the director to inspect any and all books andrecords, the stock ledger, and the stock list and to make copies or extractstherefrom. The Court may, in its discretion, prescribe any limitations orconditions with reference to the inspection, or award such other and furtherrelief as the Court may deem just and proper.

7.3*    ANNUAL STATEMENT TO STOCKHOLDERS*

The board of directors shall present at each annualmeeting, and at any special meeting of the stockholders when called for by voteof the stockholders, a full and clear statement of the business and conditionof the corporation.

7.4*    REPRESENTATION OF SHARES OF OTHERCORPORATIONS*

The chairman of the board, the president, any vicepresident, the treasurer, the secretary or assistant secretary of thiscorporation, or any other person authorized by the board of directors or thepresident or a vice president, is authorized to vote, represent, and exerciseon behalf of this corporation all rights incident to any and all shares of anyother corporation or corporations standing in the name of this corporation. Theauthority granted herein may be exercised either by such person directly or by

 

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any otherperson authorized to do so by proxy or power of attorney duly executed by suchperson having the authority.

**ARTICLE VIII****GENERAL MATTERS**

8.1*    CHECKS*

From time to time, the board of directors shalldetermine by resolution which person or persons may sign or endorse all checks,drafts, other orders for payment of money, notes or other evidences ofindebtedness that are issued in the name of or payable to the corporation, andonly the persons so authorized shall sign or endorse those instruments.

8.2*    EXECUTION OF CORPORATE CONTRACTS ANDINSTRUMENTS*

The board of directors, except as otherwise providedin these bylaws, may authorize any officer or officers, or agent or agents, toenter into any contract or execute any instrument in the name of and on behalfof the corporation; such authority may be general or confined to specificinstances. Unless so authorized or ratified by the board of directors or withinthe agency power of an officer, no officer, agent or employee shall have anypower or authority to bind the corporation by any contract or engagement or topledge its credit or to render it liable for any purpose or for any amount.

8.3*    STOCK CERTIFICATES; PARTLY PAID SHARES*

The shares of the corporation shall be represented bycertificates, provided that the board of directors of the corporation mayprovide by resolution or resolutions that some or all of any or all classes orseries of its stock shall be uncertificated shares. Any such resolution shallnot apply to shares represented by a certificate until such certificate issurrendered to the corporation. Notwithstanding the adoption of such aresolution by the board of directors, every holder of stock represented bycertificates and upon request every holder of uncertificated shares shall beentitled to have a certificate signed by, or in the name of the corporation bythe chairman or vice-chairman of the board of directors, or the president orvice-president, and by the treasurer or an assistant treasurer, or thesecretary or an assistant secretary of the corporation representing the numberof shares registered in certificate form. Any or all of the signatures on thecertificate may be a facsimile. In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate has ceased to be such officer, transfer agent or registrar beforesuch certificate is issued, it may be issued by the corporation with the sameeffect as if he were such officer, transfer agent or registrar at the date ofissue.

The corporation may issue the whole or any part of itsshares as partly paid and subject to call for the remainder of theconsideration 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 the declaration of any dividend on fully paidshares, the corporation shall declare a dividend upon partly paid shares of thesame class, but only upon the basis of the percentage of the considerationactually paid thereon.

8.4*    SPECIAL DESIGNATION ON CERTIFICATES*

If the corporation is authorized to issue more thanone class of stock or more than one series of any class, then the powers, thedesignations, the preferences, and the relative, participating, optional orother special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rightsshall be set forth in full or summarized on the face or back of the certificatethat the corporation shall issue to represent such class or series of stock;provided, however, that, except as otherwise provided in Section 202 ofthe General Corporation Law

 

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ofDelaware, in lieu of the foregoing requirements there may be set forth on theface or back of the certificate that the corporation shall issue to representsuch class or series of stock a statement that the corporation will furnishwithout charge to each stockholder who so requests the powers, thedesignations, the preferences, and the relative, participating, optional orother special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights.

8.5*    LOSTCERTIFICATES*

Except as provided in this Section 8.5, no newcertificates for shares shall be issued to replace a previously issued certificateunless the latter is surrendered to the corporation and cancelled at the sametime. 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 context requires otherwise, the generalprovisions, rules of construction, and definitions in the Delaware GeneralCorporation Law shall govern the construction of these bylaws. Without limitingthe generality of this provision, the singular number includes the plural, theplural number includes the singular, and the term “person” includes both acorporation and a natural person.

8.7*    DIVIDENDS*

The directors of the corporation, subject to anyrestrictions contained in the certificate of incorporation, may declare and paydividends upon the shares of its capital stock pursuant to the General CorporationLaw of Delaware. Dividends may be paid in cash, in property, or in shares ofthe corporation’s capital stock.

The directors of the corporation may set apart out ofany of the funds of the corporation available for dividends a reserve orreserves for any proper purpose and may abolish any such reserve. Such purposesshall include but not be limited to equalizing dividends, repairing ormaintaining any property of the corporation, and meeting contingencies.

8.8*    FISCALYEAR*

The fiscal year of the corporation shall be fixed byresolution of the board of directors and may be changed by the board ofdirectors.

8.9*    SEAL*

Thecorporation may adopt a corporate seal, which shall be adopted and which may bealtered by the board of directors, and may use the same by causing it or afacsimile thereof to be impressed or affixed or in any other manner reproduced.

8.10*    TRANSFEROF STOCK*

Uponsurrender to the corporation or the transfer agent of the corporation of acertificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignation or authority to transfer, it shall be the duty of thecorporation to issue a new certificate to the person entitled thereto, cancelthe old certificate, and record the transaction in its books.

 

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8.11*    STOCK TRANSFER AGREEMENTS*

The corporation shall have power to enter into andperform any agreement with any number of shareholders of any one or moreclasses of stock of the corporation to restrict the transfer of shares of stockof the corporation of any one or more classes owned by such stockholders in anymanner not prohibited by the General Corporation Law of Delaware.

8.12*    REGISTERED STOCKHOLDERS*

The corporation shall be entitled to recognize theexclusive right of a person registered on its books as the owner of shares toreceive dividends and to vote as such owner, shall be entitled to hold liablefor calls and assessments the person registered on its books as the owner ofshares, and shall not be bound to recognize any equitable or other claim to orinterest in such share or shares on the part of another person, whether or notit shall have express or other notice thereof, except as otherwise provided bythe laws of Delaware.

**ARTICLE IX****AMENDMENTS**

The original or other bylaws of the corporation may beadopted, amended or repealed by the stockholders entitled to vote; provided,however, that the corporation may, in its certificate of incorporation, conferthe power to adopt, amend or repeal bylaws 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.

**ARTICLEX****DISSOLUTION**

If it should be deemed advisable in the judgment ofthe board of directors of the corporation that the corporation should bedissolved, the board, after the adoption of a resolution to that effect by amajority of the whole board at any meeting called for that purpose, shall causenotice to be mailed to each stockholder entitled to vote thereon of theadoption of the resolution and of a meeting of stockholders to take action uponthe resolution.

At the meeting a vote shall be taken for and againstthe 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 setting forth the names and residences of the directors and officers shallbe executed, acknowledged, and filed and shall become effective in accordancewith Section 103 of the General Corporation Law of Delaware. Upon suchcertificate’s becoming effective in accordance with Section 103 of theGeneral Corporation Law of Delaware, the corporation shall be dissolved.

Whenever all the stockholders entitled to vote on adissolution consent in writing, either in person or by duly authorizedattorney, to a dissolution, no meeting of directors or stockholders shall benecessary. The consent shall be filed and shall become effective in accordancewith Section 103 of the General Corporation Law of Delaware. Upon suchconsent’s becoming effective in accordance with Section 103 of the GeneralCorporation Law of Delaware, the corporation shall be dissolved. If the consentis signed by an attorney, then the original power of attorney or a photocopythereof shall be attached to and filed with the consent. The consent filed withthe Secretary of State shall have attached to it the affidavit of the secretaryor some other officer of the corporation stating that the consent has beensigned by or on behalf of all the stockholders entitled to vote on adissolution; in addition, there shall be attached to the consent acertification by the secretary or some other officer of the corporation settingforth the names and residences of the directors and officers of thecorporation.

 

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**ARTICLE XI****CUSTODIAN**

11.1*    APPOINTMENT OF A CUSTODIAN IN CERTAINCASES*

The Court of Chancery, upon application of anystockholder, may appoint one or more persons to be custodians and, if thecorporation is insolvent, to be receivers, of and for the corporation when:

          (i)  atany meeting held for the election of directors the stockholders are so dividedthat they have failed to elect successors to directors whose terms have expiredor would have expired upon qualification of their successors; or

         (ii)  thebusiness of the corporation is suffering or is threatened with irreparableinjury because the directors are so divided respecting the management of theaffairs of the corporation that the required vote for action by the board ofdirectors cannot be obtained and the stockholders are unable to terminate thisdivision; or

        (iii)  thecorporation has abandoned its business and has failed within a reasonable timeto take steps to dissolve, liquidate or distribute its assets.

11.2*    DUTIESOF CUSTODIAN*

The custodian shall have all the powers and title of areceiver appointed under Section 291 of the General Corporation Law ofDelaware, but the authority of the custodian shall be to continue the businessof the corporation and not to liquidate its affairs and distribute its assets,except when the Court of Chancery otherwise orders and except in cases arisingunder Sections 226(a)(3) or 352(a)(2) of the General Corporation Law ofDelaware.

 

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