**Exhibit 3.D****SOUTHERN NATURAL ISSUING CORPORATION****(a Delaware corporation)****BY-LAWS**Adopted October 23, 2007
 

 
**BY-LAWS****OF****SOUTHERN NATURAL ISSUING CORPORATION****ARTICLE I****Stockholders**     **Section 1.**     **Annual Meetings**. The annual meeting of the stockholders shall be held forthe election of directors on the second Tuesday in June of each year, if such day be not a legalholiday, in the state where such meeting is to be held, or, if a legal holiday, then at the sametime on such next succeeding business day at the principal office of the Corporation in the Stateof Delaware or at such other date, time or place either within or without the State of Delaware asmay be designated by the Board of Directors from time to time. Any other proper business may betransacted at the annual meeting. The Board of Directors may, in its sole discretion, determinethat any annual meeting of stockholders may be held solely by means of remote communication.     **Section 2.**     **Special Meetings**. Special meetings of stockholders, to be held at theprincipal office of the Corporation in the State of Delaware or at such other place within orwithout the State of Delaware and at such date and time as may be stated in the notice of themeeting, and for any purpose or purposes, unless otherwise prescribed by statute, may be called bythe Board of Directors, the Chairman of the Board, or the President, and shall be called by theChairman of the Board, the President or the Secretary at the request in writing of stockholdersowning a majority of the issued and outstanding shares of capital stock of the Corporation of theclass or classes which would be entitled to vote on the matter or matters proposed to be acted uponat such special meeting of stockholders. Any such request shall state the purpose or purposes ofthe proposed meeting. The Board of Directors may, in its sole discretion, determine that anyspecial meeting of stockholders may be held solely by means of remote communication.     **Section 3.**     **Notice of Meetings**. Whenever stockholders are required or permitted totake any action at a meeting, the Corporation shall give notice of such meeting of stockholders.     (a) Such notice shall state the place, date and hour of the meeting, and, in the case of aspecial meeting, the purpose or purposes for which the meeting is called. No business other thanthat specified in the notice thereof shall be transacted at a special meeting of stockholders.Unless otherwise provided by law, the notice of any meeting shall be given not less than ten normore than sixty days before the date of the meeting to each stockholder entitled to vote at suchmeeting. Notice to stockholders may be given in writing or by electronic transmission as definedin Article VI of these By-laws. If given in writing, notice
 

 
may be delivered personally, may be mailed, or, with the consent of the stockholder entitled toreceive notice, may be given by any of the means specified in subsection (b) of this Section 3. Ifmailed, such notice shall be deemed to be given when deposited in the United States mail, postageprepaid, directed to the stockholder at his address as it appears on the records of theCorporation.     (b) Any notice to stockholders given by the Corporation shall be effective if given by a formof electronic transmission to which the stockholder to whom the notice is given has consented.Notice given pursuant to this subsection shall be deemed given: (1) if by facsimile transmission,when directed to a number at which the stockholder has consented to receive notice; (2) if byelectronic mail, when directed to an electronic mail address at which the stockholder has consentedto receive notice; (3) if by posting on an electronic network together with separate notice to thestockholder of such specific posting, upon the latter of (A) such posting and (B) the giving ofsuch separate notice; and (4) if by any other form of electronic transmission, when directed to thestockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent orother agent of the Corporation that the notice has been given by a form of electronic transmissionshall, in the absence of fraud, be prima facie evidence of the facts stated therein.     **Section 4.**     **Adjournments**. Any meeting of stockholders, annual or special, may adjournfrom time to time to reconvene at the same or some other place, and notice need not be given of anysuch adjourned meeting if the time and place thereof are announced at the meeting at which theadjournment is taken. At the adjourned meeting the Corporation may transact any business whichmight have been transacted at the original meeting. If the adjournment is for more than thirtydays, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a noticeof the adjourned meeting shall be given to each stockholder of record entitled to vote at themeeting.     **Section 5.**     **Quorum**. At any meeting of stockholders, except where otherwise provided bylaw or the certificate of incorporation or these by-laws, the holders of a majority of theoutstanding shares of each class of stock entitled to vote at the meeting, present in person orrepresented by proxy, shall constitute a quorum. For purposes of the foregoing, two or moreclasses or series of stock shall be considered a single class if the holders thereof are entitledto vote together as a single class at the meeting. In the absence of a quorum the stockholders sopresent may, by majority vote, adjourn the meeting from time to time in the manner provided byArticle I, Section 4 of these by-laws until a quorum shall attend. Shares of its own capital stockbelonging on the record date for the meeting to the Corporation or to another corporation, if amajority of the shares entitled to vote in the election of directors of such other corporation isheld, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be countedfor quorum purposes; provided, however, that the foregoing shall not limit the right of theCorporation to vote stock, including but not limited to its own stock, held by it in a fiduciarycapacity.     **Section 6.**     **Organization**. Meetings of stockholders shall be presided over by theChairman of the Board, or in his absence, by the President, any Executive Vice President, SeniorVice President or Vice President, or in the absence of the foregoing persons by a
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chairman designated by the Board of Directors, or in the absence of such designation by a chairmanchosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence thepresiding chairman of the meeting may appoint any person to act as secretary of the meeting.     **Section 7.**     **Voting; Proxies**. Unless otherwise provided in the certificate ofincorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitledto one vote for each share of stock held by him which has voting power upon the matter in question.Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent tocorporate action in writing without a meeting may authorize another person or persons to act forhim by proxy, but no such proxy shall be voted or acted upon after three years from its date,unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if itstates that it is irrevocable and if, and only as long as, it is coupled with an interestsufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is notirrevocable by attending the meeting and voting in person or by filing an instrument in writingrevoking the proxy or another duly executed proxy bearing a later date with the Secretary of theCorporation. The vote for directors and, upon the demand of any stockholder, the vote upon anyquestion before the meeting shall be by written ballot. Except as otherwise provided by law, theCertificate of Incorporation or these By-laws:     (a) Directors shall be elected by a plurality in voting power of the shares presentin person or represented by proxy at the meeting and entitled to vote in the election of directors;and     (b) Whenever any corporate action other than the election of Directors is to betaken, it shall be authorized by a majority in voting power of the shares present in person orrepresented by proxy at the meeting and entitled to vote on the subject matter.     **Section 8.**     **Remote Communication**. For the purposes of these by-laws, if authorized bythe Board of Directors in its sole discretion, and subject to such guidelines and procedures as theBoard of Directors may adopt, stockholders and proxyholders may, by means of remote communication,participate in, be deemed present in person, and vote at a meeting of stockholders, provided that(i) the Corporation shall implement reasonable measures to verify that each person deemed presentand permitted to vote at the meeting by means of remote communication is a stockholder orproxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholdersand proxyholders a reasonable opportunity to participate in the meeting and to vote on matterssubmitted to the stockholders, including an opportunity to read or hear the proceedings of themeeting substantially concurrently with such proceedings, and (iii) if any stockholder orproxyholder votes or takes other action at the meeting by means of remote communication, a recordof such vote or other action shall be maintained by the corporation.     **Section 9.**     **Stockholder Action Without a Meeting****.**(a) Except as otherwise provided bylaw, the Certificate of Incorporation or these By-laws, any action required to be taken or that maybe taken at any meeting of stockholders of the Corporation may be taken
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without a meeting, without prior notice, and without a vote, if a consent in writing settingforth the action so taken, shall be signed by the holders of all of the outstanding stock entitledto vote thereon and shall be delivered to the Corporation by delivery to its Corporate Secretary bymeans of hand delivery, mail or electronic transmission, as defined in Article VI of these By-laws.     **Section 10.**     **Fixing Date for Determination of Stockholders of Record**. Inorder that the Corporation may determine the stockholders entitled to notice of or to vote at anymeeting of stockholders or any adjournment thereof, or to express consent to corporate action inwriting without a meeting, or entitled to receive payment of any dividend or other distribution orallotment of any rights, or entitled to exercise any rights in respect of any change, conversion orexchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, inadvance, a record date, which shall not be more than sixty nor less than ten days before the dateof such meeting, nor more than sixty days prior to any other action. If no record date is fixed:(1) the record date for determining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day next preceding the day on which notice isgiven, or, if notice is waived, at the close of business on the day next preceding the day on whichthe meeting is held; (2) the record date for determining stockholders entitled to express consentto corporate action in writing without a meeting, when no prior action by the Board is necessary,shall be on the day on which the first written consent is expressed; and (3) the record date fordetermining stockholders for any other purpose shall be at the close of business on the day onwhich the Board adopts the resolution relating thereto. A determination of stockholders of recordentitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of themeeting; provided, however, that the Board may fix a new record date for the adjourned meeting.     **Section 11.**     **List of Stockholders Entitled to Vote**. The Secretary shall prepare andmake, at least ten days before every meeting of stockholders, a complete list of the stockholdersentitled to vote at the meeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of each stockholder. Nothing containedin this Section 11 shall require the Corporation to include electronic mail addresses or otherelectronic contact information on such list. Such list shall be open to the examination of anystockholder, for any purpose germane to the meeting for a period of at least ten days prior to themeeting: (i) on a reasonably accessible electronic network, provided that the information requiredto gain access to such list is provided with the notice of the meeting, or (ii) during ordinarybusiness hours, at the principal place of business of the Corporation. In the event that theCorporation determines to make the list available on an electronic network, the Corporation maytake reasonable steps to ensure that such information is available only to stockholders of theCorporation. The list shall also be produced and kept at the time and place of the meeting duringthe whole time thereof, and may be inspected by any stockholder who is present.
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**ARTICLE II****Board of Directors**     **Section 1.**     **Powers; Numbers; Qualifications**. The business, affairs, operations andproperty of the Corporation shall be managed by or under the direction of the Board of Directors,except as may be otherwise provided by law or in the certificate of incorporation. The number ofdirectors constituting the entire Board shall be not less than one. The number of directors shallbe as determined from time to time by resolution of the Board of Directors or by the stockholdersat the Annual Meeting. Directors need not be stockholders.     **Section 2.**     **Election; Term of Office; Resignation; Vacancies**. Each director shall holdoffice until the annual meeting of stockholders next succeeding his election and until hissuccessor is elected and qualified or until his earlier resignation or removal. Any director mayresign at any time upon written notice to the Board of Directors, to the Chairman of the Board, tothe President or to the Secretary of the Corporation; provided, however, that if such notice isgiven by electronic transmission, such electronic transmission must either set forth or besubmitted with information from which it can be determined that the electronic transmission wasauthorized by the director. Such resignation shall take effect at the time specified therein, andunless otherwise specified therein no acceptance of such resignation shall be necessary to make iteffective. Unless otherwise provided in the certificate of incorporation or these by-laws,vacancies and newly created directorships resulting from any increase in the authorized number ofdirectors or from any other cause may be filled by a majority of the directors then in office,although less than a quorum.     **Section 3.**     **Regular Meetings**. Regular meetings of the Board of Directors may be heldat such places within or without the State of Delaware and at such times as the Board may from timeto time determine, and if so determined notice thereof need not be given.     **Section 4.**     **Special Meetings**. Special meetings of the Board of Directors may be heldat any time or place within or without the State of Delaware whenever called by the Chairman of theBoard, the President or by any two directors. Reasonable notice thereof shall be given by theperson or persons calling the meeting.     **Section 5.**     **Meetings By Remote Communication Permitted**. Unless otherwise restricted bythe certificate of incorporation or these by-laws, members of the Board of Directors, or anycommittee designated by the Board, may participate in a meeting of the Board or of such committee,as the case may be, by means of conference telephone or other communications equipment by means ofwhich all persons participating in the meeting can hear each other, and participation in a meetingpursuant to this by-law shall constitute presence in person at such meeting.     **Section 6.**     **Quorum; Vote Required for Action**. At all meetings of the Board ofDirectors, directors constituting a majority of the entire Board shall constitute a quorum for thetransaction of business. The vote of a majority of the directors present at a meeting at
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which a quorum is present shall be the act of the Board unless the certificate of incorporation orthese by-laws shall require a vote of a greater number; provided, however, that whenever anymeeting of the Board shall be held outside of the United States of America, no action taken at suchmeeting shall be effective unless concurred in by a majority of the entire Board. In case at anymeeting of the Board a quorum shall not be present, the members of the Board present may adjournthe meeting from time to time until a quorum shall attend.     **Section 7.**     **Organization**. Meetings of the Board of Directors shall be presided over bythe Chairman of the Board, or in his absence, by a chairman chosen at the meeting. The Secretaryshall act as secretary of the meeting, but in his absence the presiding chairman of the meeting mayappoint any person to act as secretary of the meeting.     **Section 8.**     **Board Action By Consent of Directors**. Any action required or permitted tobe taken at any meeting of the Board of Directors, or of any committee thereof, may be takenwithout a meeting if all members of the Board or of such committee, as the case may be, consentthereto in writing, and the writing or writings are filed with the minutes of proceedings of theBoard or committee. Consents may be executed in counterparts, all of which together shall bedeemed to be one and the same document. Signatures on such counterparts may be transmitted to theCorporate Secretary by means of electronic transmission, as defined in Article VI of these By-laws.     **Section 9.**     **Advisory Directors**. The Board of Directors may, from time to time, electone or more Advisory Directors, each of whom shall serve until the first meeting of the Board nextfollowing the Annual Meeting of Stockholders or until his earlier resignation or removal by theBoard. Advisory Directors shall serve as advisors and consultants to the Board of Directors, shallbe invited to attend all meetings of the Board and may participate in all discussions occurringduring such meetings. Advisory Directors shall not be privileged to vote on matters brought beforethe Board and shall not be counted for the purpose of determining whether a quorum of the Board ispresent.**ARTICLE III****Committees**     **Section 1.**     **Committees of the Board**. The Board of Directors may, by resolution passedby a majority of the entire Board, designate one or more committees, each committee to consist ofone or more of the directors. The Board may designate one or more directors as alternate membersof any committee, who may replace any absent or disqualified member at any meeting of thecommittee. Vacancies in any such committee shall be filled by the Board, but in the absence ordisqualification of a member of such committee, the member or members thereof present at anymeeting and not disqualified from voting, whether or not he or they constitute a quorum, mayunanimously appoint another member of the Board to act at the meeting in place of any such absentor disqualified member. Any such committee, to the extent provided in the resolution of the Board,shall have and may exercise all the powers and authority of the Board in the management of thebusiness and
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affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to allpapers which may require it; but no such committee shall have power or authority in reference toamending the certificate of incorporation (except that a committee may, to the extent authorized inthe resolution or resolutions providing for the issuance of shares of stock adopted by the Board ofDirectors, fix any of the preferences or rights of such shares relating to dividends, redemption,dissolution, any distribution of assets of the Corporation or the conversion into, or the exchangeof such shares for, shares of any other class or classes or any other series of the same or anyother class or classes of stock of the Corporation), adopting an agreement of merger orconsolidation under Sections 251 or 252 of the Delaware General Corporation Law, recommending tothe stockholders the sale, lease or exchange of all or substantially all of the Corporation’sproperty and assets, recommending to the stockholders a dissolution of the Corporation or arevocation of dissolution, or amending these by-laws, and, unless the resolution or the certificateof incorporation expressly so provide, no such committee shall have the power or authority todeclare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership andmerger pursuant to Section 253 of the Delaware General Corporation Law.     **Section 2.**     **Committee Rules**. Unless the Board of Directors otherwise provides, eachcommittee designated by the Board may make, alter and repeal rules for the conduct of its business.In the absence of a provision by the Board or a provision in the rules of such committee to thecontrary, a majority of the entire authorized number of members of such committee shall constitutea quorum for the transaction of business, the vote of a majority of the members present at ameeting at the time of such vote if a quorum is then present shall be the act of such committee,and in other respects such committee shall conduct its business in the same manner as the Boardconducts its business pursuant to Article II of these by-laws.**ARTICLE IV****Officers**     **Section 1.**     **Officers; General Provisions**. The officers of the Corporation shallconsist of such of the following as the Board of Directors may from time to time elect: a Chairmanof the Board, a President, one or more Executive Vice Presidents, one or more Senior VicePresidents, one or more Vice Presidents, a Secretary, a Treasurer and a Controller. The Chairmanof the Board shall be chosen from among the directors. The Board may also elect one or moreAssistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers,and such other officers with such titles and powers and/or duties as the Board shall from time totime determine. Officers may be designated for particular areas of responsibility andsimultaneously serve as officers of subsidiaries or divisions. The foregoing officers shall beelected as soon as practicable after the annual meeting of stockholders in each year to hold officeuntil the first meeting of the Board after the annual meeting of stockholders next succeeding hiselection, and until his successor is elected and qualified or until his earlier resignation orremoval. Any officer so elected may resign at any time upon notice in writing or by electronictransmission to the Board, the Chairman of the Board, the President or the Secretary; provided,however, that if such notice is given by electronic transmission, such electronic transmission musteither set forth or be
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submitted with information from which it can be determined that the electronic transmission wasauthorized by the officer. Such resignation shall take effect at the time specified therein, andunless otherwise specified therein, no acceptance of such resignation shall be necessary to make iteffective. Any officer may be removed, with or without cause, by vote of a majority of the entireBoard of Directors at a meeting called for that purpose. Any such removal shall be withoutprejudice to the contractual rights of such officer, if any, with the Corporation, but the electionor appointment of any officer shall not of itself create contractual rights. Any number of officesmay be held by the same person. Any vacancy occurring in any office by death, resignation, removalor otherwise may be filled for the unexpired portion of the term by the Board at any regular orspecial meeting.     **Section 2.**     **Chairman of the Board****.**The Chairman of the Board shall, when present,preside at all meetings of the stockholders and the Board; have authority to call special meetingsof the stockholders and of the Board; have authority to sign and acknowledge in the name and onbehalf of the corporation all stock certificates, contracts or other documents and instrumentsexcept where the signing thereof shall be expressly delegated to some other officer or agent by theBoard or required by law to be otherwise signed or executed and, unless otherwise provided by lawor by the Board, may authorize any officer, employee or agent of the corporation to sign, executeand acknowledge in his place and stead all such documents and instruments; he shall fix thecompensation of officers of the corporation, other than his own compensation, and the compensationof officers of its principal operating subsidiaries reporting directly to him unless such authorityis otherwise reserved to the Board or a committee thereof; and he shall approve proposed employeecompensation and benefit plans of subsidiary companies not involving the issuance or purchase ofcapital stock of the corporation. He shall have the power to appoint and remove any VicePresident, Controller, General Counsel, Secretary or Treasurer of the corporation. He shall alsohave the power to appoint and remove such associate or assistant officers of the corporation withsuch titles and duties as he may from time to time deem necessary or appropriate. He shall havesuch other powers and perform such other duties as from time to time may be assigned to him by theBoard or the Executive Committee.     **Section 3.**     **President**. The President shall have general control of the business,affairs, operations and property of the Corporation, subject to the Chairman of the Board and theBoard of Directors. He may sign or execute, in the name of the Corporation, all deeds, mortgages,bonds, contracts or other undertakings or instruments, except in cases where the signing orexecution thereof shall have been expressly delegated by the Chairman of the Board or the Board tosome other officer or agent of the Corporation. He shall have and may exercise such powers andperform such duties as may be provided by law or as are incident to the office of President of acorporation and such other duties as are assigned by these by-laws and as may from time to time beassigned by the Chairman of the Board or the Board.     **Section 4.**     **Vice Presidents**. Each Executive Vice President, Senior Vice President,Vice President and Assistant Vice President shall have such powers and perform such duties as maybe provided by law or as may from time to time be assigned to him, either generally or in specificinstances, by the Board of Directors, the Chairman of the Board or the President.
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     Any Executive Vice President or Senior Vice President may perform any of the duties orexercise any of the powers of the Chairman of the Board or the President at the request of, or inthe absence or disability of, the Chairman of the Board or the President or otherwise as occasionmay require in the administration of the business and affairs of the Corporation.     Each Executive Vice President, Senior Vice President, Vice President and Assistant VicePresident shall have authority to sign or execute all deeds, mortgages, bonds, contracts or otherinstruments on behalf of the Corporation, except in cases where the signing or execution thereofshall have been expressly delegated by the Board of Directors or these by-laws to some otherofficer or agent of the Corporation.     **Section 5.**     **Secretary**. The Secretary shall keep the minutes of meetings of thestockholders and of the Board of Directors in books provided for the purpose; he shall see that allnotices are duly given in accordance with the provisions of these by-laws, or as required by law;he shall be custodian of the records and of the corporate seal or seals of the Corporation; heshall see that the corporate seal is affixed to all documents requiring same, the execution ofwhich, on behalf of the Corporation, under its seal, is duly authorized, and when said seal is soaffixed he may attest same; and, in general, he shall perform all duties incident to the office ofthe secretary of a corporation, and such other duties as from time to time may be assigned to himby the Board, the Chairman of the Board or the President or as may be provided by law. AnyAssistant Secretary may perform any of the duties or exercise any of the powers of the Secretary atthe request of, or in the absence or disability of, the Secretary or otherwise as occasion mayrequire in the administration of the business and affairs of the Corporation.     **Section 6.**     **Treasurer**. The Treasurer shall have charge of and be responsible for allfunds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to bedeposited, in the name of the Corporation, all moneys or other valuable effects in such banks,trust companies or other depositories as shall, from time to time, be selected by or underauthority of the Board of Directors; if required by the Board, he shall give a bond for thefaithful discharge of his duties, with such surety or sureties as the Board may determine; he shallkeep or cause to be kept full and accurate records of all receipts and disbursements in books ofthe Corporation and shall render to the Chairman of the Board, the President and the Board,whenever requested, an account of the financial condition of the Corporation; and, in general, heshall perform all the duties incident to the office of treasurer of a corporation, and such otherduties as may be assigned to him by the Board, the Chairman of the Board or the President or as maybe provided by law.     **Section 7.**     **Controller**. The Controller shall be the chief accounting officer of theCorporation. He shall keep full and accurate accounts of the assets, liabilities, commitments,receipts, disbursements and other financial transactions of the Corporation; shall cause regularaudits of the books and records of account of the Corporation and supervise the preparation of theCorporation’s financial statements; and, in general, he shall perform the duties incident to theoffice of controller of a corporation and such other duties as may be
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assigned to him by the Board, the Chairman of the Board or the President or as may be provided bylaw. If no Controller is elected by the Board of Directors, the Treasurer shall perform the dutiesof the office of controller.     **Section 8.**     **Tax Officer**. The Tax Officer shall have the authority to sign or executeon behalf of this Company any federal, foreign, Indian, state or local tax return or report, claimfor refund of taxes, extension of a statute of limitation, administrative tax appeals filings andany other document relating to this Company’s tax responsibilities.**ARTICLE V****Stock**     **Section 1.**     **Certificates**. Every holder of stock in the Corporation shall be entitledto have a certificate signed by or in the name of the Corporation by the Chairman of the Board, thePresident or by any Executive Vice President, Senior Vice President or Vice President, and by theTreasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation,certifying the number of shares owned by him in the Corporation. Any or all the signatures on thecertificate may be a facsimile. In case any officer, transfer agent or registrar who has signed orwhose 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 Corporationwith the same effect as if he were such officer, transfer agent or registrar at the date of issue.     **Section 2.**     **Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates**.The Corporation may issue a new certificate of stock or uncertificated shares in place of anycertificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and theCorporation may require the owner of the lost, stolen or destroyed certificate, or his legalrepresentative, to give 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 of any such certificateor the issuance of such new certificate or uncertificated shares.**ARTICLE VI****Miscellaneous**     **Section 1.**     **Fiscal Year**. The fiscal year of the Corporation shall end on thethirty-first day of December in each year, or on such other day as may be fixed from time to timeby the Board of Directors.     **Section 2.**     **Seal**. The Corporation may have a corporate seal which shall have inscribedthereon the name of the Corporation, the year of its organization and the words “Corporate Seal,Delaware.” The corporate seal may be used by causing it or a facsimile thereof to be impressed oraffixed or in any other manner reproduced.
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     **Section 3.**     **Waiver of Notice of Meetings of Stockholders, Directors and Committees**.Whenever notice is required to be given by law or under any provision of the certificate ofincorporation or these by-laws, a waiver thereof, either in writing and signed by the personentitled to notice or by electronic transmission shall be deemed equivalent to notice, whethergiven before or after the time and date stated in such notice. If such a waiver is given byelectronic transmission, the electronic transmission must either set forth or be submitted withinformation from which it can be determined that the electronic transmission was authorized by theperson otherwise entitled to notice. Attendance of a person at a meeting shall constitute a waiverof notice of such meeting, except when the person attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any business because the meetingis not lawfully called or convened. Neither the business to be transacted at, nor the purpose of,any regular or special meeting of the stockholders, directors, or members of a committee ofdirectors need be specified in any waiver of notice unless so required by the certificate ofincorporation or these by-laws.     **Section 4.**     **Indemnification of Directors, Officers and Employees**. The Corporationshall indemnify to the full extent authorized by law any person made or threatened to be made aparty to any action, suit or proceeding, whether criminal, civil, administrative or investigative,by reason of the fact that he, his testator or intestate, is or was a director, officer or employeeof the Corporation or any predecessor of the Corporation or serves or served any other enterpriseas a director, or officer or employee at the request of the Corporation or any predecessor of theCorporation. In the event that the Board of Directors or stockholders refuse or fail to provideindemnity, a person may seek indemnity from the Corporation in court and have the court substituteits judgment as to the propriety of indemnity, or determine such propriety in the absence of anydetermination thereof by the Board or by stockholders.     **Section 5.**     **Interested Directors; Quorum**. No contract or transaction between theCorporation and one or more of its directors or officers, or between the Corporation and any othercorporation, partnership, association or other organization in which one or more of its directorsor officers are directors or officers, or have a financial interest, shall be void or voidablesolely for this reason, or solely because the director or officer is present at or participates inthe meeting of the Board of Directors or committee thereof which authorizes the contract ortransaction, or solely because his or their votes are counted for such purpose, if: (1) thematerial facts as to his relationship or interest and as to the contract or transaction aredisclosed or are known to the Board or the committee, and the Board or committee in good faithauthorizes the contract or transaction by the affirmative votes of a majority of the disinteresteddirectors, even though the disinterested directors be less than a quorum; or (2) the material factsas to his relationship or interest and as to the contract or transaction are disclosed or are knownto the stockholders entitled to vote thereon, and the contract or transaction is specificallyapproved in good faith by vote of the stockholders; or (3) the contract or transaction is fair asto the Corporation as of the time it is authorized, approved or ratified, by the Board, a committeethereof or the stockholders. Common or interested directors may be counted in determining thepresence of a quorum at a meeting of the Board or of a committee which authorizes the contract ortransaction.
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     **Section 6.**     **Form of Records**. Any records maintained by the Corporation in the regularcourse of its business, including its stock ledger, books of account and minute books, may be kepton, or by means of, or be in the form of, any information storage device or method, provided thatthe records so kept can be converted into clearly legible paper form within a reasonable time. TheCorporation shall so convert any records so kept upon the request of any person entitled to inspectthe same.     **Section 7.**     **Amendment of By-laws**. These by-laws may be altered or repealed, and newby-laws made, by the affirmative vote of a majority of the entire Board of Directors, but thestockholders may make additional by-laws and may alter or repeal any by-laws whether or not adoptedby them.     **Section 8.**     **Gender References**. All references and uses herein of the masculinepronouns “he” or “his” shall have equal applicability to and shall also mean their femininecounterpart pronouns, such as “she” or “her.”     **Section 9.**     **Electronic Transmission**. For purposes of these by-laws, “electronictransmission” means any form of communication, not directly involving the physical transmission ofpaper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof,and that may be directly reproduced in paper form by such a recipient through an automated process.For purposes of these by-laws, electronic transmission shall include facsimile, e-mail and othersimilar methods.
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