**Exhibit 3.1**SECOND AMENDED AND RESTATED BYLAWSOFHANOVER COMPRESSOR COMPANYA Delaware Corporation(hereinafter called the “Company”)ARTICLE ICAPITAL STOCK     Section 1.1. Certificates Representing Shares. The shares of stock of the Company shall berepresented by certificates of stock, signed in the name of the Company (a) by the President or aVice President and (b) by the Treasurer or an Assistant Treasurer, or the Secretary or an AssistantSecretary, of the Company, certifying the number of shares of stock in the Company owned by theholder named in the certificate. Any or all of the signatures of such officers on the certificatemay be facsimiles. In case any officer who has signed or whose facsimile signature has been placedupon a certificate shall have ceased to be such officer before such certificate is issued, it maybe issued by the Company with the same effect as if he were such officer at the date of itsissuance.     Section 1.2. Lost, Stolen or Destroyed Certificates. The Board of Directors of the Company(the “Board of Directors”) may direct a new certificate to be issued in place of any certificatetheretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the receiptof an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen ordestroyed. When authorizing such issuance of a new certificate, the Board of Directors may, in itsdiscretion and as a condition precedent to the issuance thereof, require the owner of such lost,stolen or destroyed certificate, or his legal representative, to give the Company a bond sufficientto indemnify it against any claim that may be made against the alleged loss, theft or destructionof any such certificate or the issuance of such new certificate.     Section 1.3. Transfers of Stock. Stock of the Company shall be transferable in the mannerprescribed by law and in these Bylaws. Transfers of stock shall be made on the books of theCompany only by the person named in the certificate or by his attorney lawfully constituted inwriting and upon the surrender of the certificate therefor, which shall be canceled before a newcertificate shall be issued.     Section 1.4. Beneficial Owners. The Company shall be entitled to recognize the exclusiveright of a person registered on its books as the owner of shares to receive dividends, and to voteas such owner, and to hold liable for calls and assessments a person registered on its books as theowner of shares, and shall not bebound to recognize any equitable or other claim to
 

 
or interest in such share or shares on the partof any other person, whether or not it shall have express or other notice thereof, except asotherwise provided by law.     Section 1.5. Dividends. Dividends upon the capital stock of the Company, subject to theprovisions of the Certificate of Incorporation of the Company, as amended from time to time (the“Certificate of Incorporation”), if any, may be declared by the Board of Directors at any regularor special meeting, and may be paid in cash, in property or in shares of capital stock of theCompany. Before payment of any dividend, there may be set aside out of any funds of the Companyavailable for dividends such sum or sums as the Board of Directors from time to time, in itsabsolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the Company, or for any proper purpose,and the Board of Directors may modify or abolish any such reserve.ARTICLE IISTOCKHOLDERS     Section 2.1. Place of Meetings. Meetings of the stockholders for the election of directorsor for any other purpose shall be held at such time and place, either within or without the Stateof Delaware, as shall be designated from time to time by the Board of Directors and stated in thenotice of the meeting or in a duly executed waiver of notice thereof.     Section 2.2. Annual Meetings. The annual meetings of the stockholders shall be held onsuch date and at such time as shall be designated from time to time by the Board of Directors andstated in the notice of the meeting, at which meetings the stockholders shall elect, by a pluralityvote, a Board of Directors and transact such other business as may properly be brought before themeeting.     Section 2.3. Special Meetings. Unless otherwise prescribed by law or by the Certificate ofIncorporation, special meetings of the stockholders, for any purpose or purposes, may be called atany time by a majority of the Board of Directors, the President or the Secretary of the Company andshall be called by any such officer at the request in writing of stockholders owning a majority ofthe capital stock of the Company issued and outstanding and entitled to vote. Such request shallstate the purpose or purposes of the proposed meeting.     Section 2.4. Notice of Meetings. Whenever stockholders are required or permitted to takeany action at a meeting, a written notice of the meeting shall be given which shall state theplace, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposesfor which the meeting is called. Unless otherwise provided by law, the Certificate ofIncorporation or these Bylaws, the written notice of any meeting shall be given not less than tennor more than sixty days before the date of the meeting to each stockholder entitled to vote atsuch meeting. If mailed, such notice shall bedeemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at hisaddress as it appears on the records of the Company.     Section 2.5. Record Date. The Board of Directors may fix a date, not less than ten normore than sixty days preceding the date of any meeting of the stockholders, as a record date for
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determination of stockholders entitled to notice of, or to vote at, such meeting. The Board ofDirectors shall not close the books of the Company against transfers of shares during the whole orany part of such period.     Section 2.6. Quorum. Except as otherwise provided by law, by the Certificate ofIncorporation, or by these Bylaws, the presence in person or by proxy of the holders of a majorityof the outstanding shares of stock of the Company entitled to vote thereat, shall be necessary andsufficient to constitute a quorum at all meetings of the stockholders for the transaction ofbusiness. In the absence of a quorum, the stockholders so present may, by majority vote, adjournthe meeting from time to time in the manner provided in Section 2.9 until a quorum shall attend.     Section 2.7. Organization. Meetings of stockholders shall be presided over by thePresident, or in the President’s absence, by a chairman designated by the Board of Directors, or inthe absence of such designation by a chairman chosen at the meeting. The Secretary shall keep therecords of the meeting, but in his absence the chairman of the meeting may appoint any person toact as secretary of the meeting.     Section 2.8. Voting; Proxies. Except as otherwise provided by 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 may authorize another person orpersons to act for him by proxy, but no such proxy shall be voted or acted upon after three yearsfrom its date, unless the proxy provides for a longer period. A duly executed proxy shall beirrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with aninterest sufficient in law to support an irrevocable power. A stockholder may revoke any proxywhich is not irrevocable by attending the meeting and voting in person or by filing an instrumentin writing revoking the proxy or another duly executed proxy bearing a later date with theSecretary. Voting at meetings of stockholders need not be by written ballot and need not beconducted by inspectors of election unless so determined by the holders of shares of stock having amajority of the votes which could be cast by the holders of all outstanding shares of stockentitled to vote thereon which are present in person or by proxy at such meeting. At all meetingsof stockholders for the election of directors, a plurality of the votes cast shall be sufficient toelect. All other elections and questions shall, unless otherwise provided by law, the Certificateof Incorporation or these Bylaws, be decided by the vote of the holders of shares of stock having amajority of the votes which could be cast by the holders of all shares of stock entitled to votethereon which are present in person or represented by proxy at the meeting.     Section 2.9. 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 thetime and place thereof are announced at the meeting at which the adjournment is taken. At theadjourned meeting the Company may transact any business which might have been transacted at theoriginal meeting. If the adjournment is for more than thirty days, or if after the adjournment anew record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall begiven to each stockholder of record entitled to vote at the meeting.
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     Section 2.10. List of Stockholders Entitled to Vote. The officer of the Company who hascharge of the stock ledger of the Company shall prepare and make, at least ten days before everymeeting of stockholders, a complete list of the stockholders entitled to vote at the meeting,arranged in alphabetical order and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination of anystockholder, for any purpose germane to the meeting, during ordinary business hours, for a periodof at least ten days prior to the meeting, either at a place within the city where the meeting isto be held, which place shall be specified in the notice of the meeting, or, if not so specified,at the place where the meeting is to be held. The list shall also be produced and kept at the timeand place of the meeting during the whole time thereof, and may be inspected by any stockholder ofthe Company who is present.     Section 2.11. Stock Ledger. The stock ledger of the Company shall be the only evidence asto which stockholders are entitled (a) to vote in person or by proxy at any meeting ofstockholders, or (b) to examine either the stock ledger, the list required by Section 2.10 or thebooks of the Company.     Section 2.12. Action by Consent of Stockholders in Lieu of Meeting. Unless otherwiserestricted by the Certificate of Incorporation, any action required or permitted to be taken at anyannual or special meeting of the stockholders of the Company may be taken without a meeting,without prior notice and without a vote, if a consent in writing, setting forth the action sotaken, shall be signed by the holders of outstanding stock having not less than the minimum numberof votes that would be 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 corporateaction without a meeting by less than unanimous written consent shall be given to thosestockholders who have not consented in writing.     Section 2.13. Amendments. The Bylaws may be altered, amended or repealed, in whole or inpart, or new Bylaws may be adopted by the stockholders or by the Board of Directors; provided,however, that notice of such alteration, amendment, repeal or adoption of new Bylaws be containedin the notice of such meeting of stockholders or Board of Directors, as the case may be. All suchamendments must be approved by either the holders of a majority of the outstanding capital stockentitled to vote thereon or by a majority of the entire Board of Directors then in office.ARTICLE IIIDIRECTORS     Section 3.1. Number and Tenure. The business and affairs of the Company shall be managed by the Board of Directors consistinginitially of one director, which may be increased by resolution of the Board of Directors. Exceptas provided in Section 3.2 and except as determined by resolution of the Board of Directors,directors shall be elected by a plurality of the votes cast at annual meetings of the stockholders,and each director so elected shall hold office for the full term to which he shall have beenelected and until his successor is duly elected and qualified, or until his earlier death,resignation or removal. Any director may resign at any time
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upon notice to the Company. Adirector need not be a stockholder of the Company nor a resident of the State of Delaware.     Section 3.2. Vacancies. Except as determined by resolution of the Board of Directors, anynewly created directorship or any vacancy occurring in the Board of Directors for any cause may befilled by an affirmative vote of a majority of the remaining directors then in office, though lessthan a quorum, or by a plurality of votes cast at a meeting of stockholders, and each director soelected shall hold office for the remainder of the full term in which the new directorship wascreated or the vacancy occurred and until such director’s successor is duly elected and qualified,or until his earlier death, resignation or removal.     Section 3.3. Regular Meetings. Regular meetings of the Board of Directors may be held atsuch places within or without the State of Delaware and at such times as the Board of Directors mayfrom time to time determine, and if so determined, notices thereof need not be given.     Section 3.4. Special Meetings. Special meetings of the Board of Directors may be held atany time, whenever called by the President or a majority of directors then in office, at such placeor places within or without the State of Delaware as may be stated in the notice of the meeting.Notice of the time and place of a special meeting must be given by the person or persons callingsuch meeting at least twenty-four hours before the special meeting.     Section 3.5. Meetings by Conference Telephone. Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, members of the Board of Directors, or any committeedesignated by the Board of Directors, may participate in a meeting of the Board of Directors orsuch committee by means of telephone conference or similar communications equipment by means ofwhich all persons participating in the meeting can hear each other, and participation in a meetingpursuant to this Section 3.5 shall constitute presence in person at such meeting.     Section 3.6. Quorum; Vote Required for Action. Except as may be otherwise specificallyprovided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board ofDirectors a majority of the whole Board of Directors shall constitute a quorum for the transactionof business. The vote of a majority of the directors present at any meeting of the Board ofDirectors at which there is a quorum present shall be the act of the Board of Directors. If aquorum shall not be present at any meeting of the Board of Directors, the directors present thereatmay adjourn the meeting from time to time, without notice other than announcement at the meeting,until a quorum shall be present.     Section 3.7. Organization. Meetings of the Board of Directors shall be presided over bythe President, or in the President’s absence, by a chairman chosen at the meeting. The Secretaryshall act as secretary of the meeting, but in his absence the chairman of the meeting may appointany person to act as secretary of the meeting.     Section 3.8. Actions of the Board by Consent in Lieu of Meeting. Unless otherwiserestricted by law, the Certificate of Incorporation or these Bylaws, any action required orpermitted to be taken at any meeting of the Board of Directors or of any committee thereof may
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betaken without a meeting, if all the members of the Board of Directors or committee, as the case maybe, consent thereto in writing, and the writing or writings are filed with the minutes ofproceedings of the Board of Directors or such committee.     Section 3.9. Committees. The Board of Directors may, by resolution passed by a majority ofthe whole Board of Directors, designate one or more committees, each committee to consist of one ormore of the directors of the Company. The Board of Directors may designate one or more of thedirectors of the Company to sit on any such committee. The Board of Directors may designate one ormore directors as alternate members of any committee, who may replace any absent or disqualifiedmember at any meeting of the committee. In the absence or disqualification of a member of thecommittee, and in the absence of a designation by the Board of Directors of an alternate member toreplace the absent or disqualified member, the member or members thereof present at any meeting andnot disqualified from voting, whether or not he or they constitute a quorum, may unanimouslyappoint another member of the Board of Directors to act at the meeting in place of any absent ordisqualified member. Any committee, to the extent permitted by law and to the extent provided inthe resolution of the Board of Directors establishing such committee, shall have and may exerciseall the powers and authority of the Board of Directors in the management of the business andaffairs of the Company, and may authorize the seal of the Company to be affixed to all papers whichmay require it. Each committee shall keep regular minutes and report to the Board of Directorswhen required.     The designation of any such committee and the delegation thereto of authority shall notoperate to relieve the Board of Directors, or any member thereof, of any responsibility imposedupon it or him by law, nor shall such committee function where action of the Board of Directors isrequired under applicable law. The Board of Directors shall have the power at any time to changethe membership of any such committee and to fill vacancies in it. A majority of the members of anysuch committee shall constitute a quorum. Each such committee may elect a chairman and appointsuch subcommittees and assistants as it may deem necessary. Except as otherwise provided by theBoard of Directors, meetings of any committee shall be conducted in the same manner as the Board ofDirectors conducts its business pursuant to this Article III as the same shall from time to time beamended. Any member of any such committee elected or appointed by the Board of Directors may beremoved by the Board of Directors whenever in its judgment the best interests of the Company willbe served thereby, but such removal shall be without prejudice to the contract rights, if any, ofthe person so removed. Election or appointment of a member of a committee shall not of itselfcreate contract rights.     Section 3.10. Compensation and Reimbursement of Expenses. The directors shall receive such compensation for their services as shall be determined bytheBoard of Directors and may be paid their expenses, if any, of attendance at each meeting of theBoard of Directors. No such reimbursement shall preclude any director from serving the Company inany other capacity and receiving compensation therefor. Members of special or standing committeesmay be allowed like reimbursement for attending committee meetings.
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ARTICLE IVOFFICERS     Section 4.1. General. The offices of the Company shall consist of a President and aSecretary, each of whom shall be elected by the Board of Directors. Such other officers or agents,as may be deemed necessary, may be elected or appointed by the Board of Directors. Any number ofoffices may be held by the same person, unless otherwise prohibited by law, the Certificate ofIncorporation or these Bylaws. The officers of the Company need not be stockholders of the Companynor need such officers be directors of the Company. Each officer shall hold office until the firstmeeting of the Board of Directors after the annual meeting of stockholders next succeeding hiselection, and until his successor is elected and qualified or until his earlier death, resignationor removal. Any officer may resign at any time upon written notice to the Company. The Board ofDirectors may remove any officer with or without prejudice to the contractual rights of suchofficer, if any, with the Company. Election or appointment of an officer or an agent shall not ofitself create contractual rights. Any vacancy occurring in any office of the Company by death,resignation, removal or otherwise may be filled for the unexpired portion of the term by the Boardof Directors at any regular or special meeting.     Section 4.2. Powers and Duties. The officers of the Company shall have such powers andduties as generally pertain to their offices, except as modified herein or by the Board ofDirectors, as well as such powers and duties as from time to time may be conferred by the Board ofDirectors.     Section 4.3. Voting Securities Owned by the Company. Powers of attorney, proxies, waiversof notice of meeting, consents and other instruments relating to securities owned by the Companymay be executed in the name and on behalf of the Company by the President or any Vice President andany such officer may, in the name of and on behalf of the Company, take all such action as any suchofficer may deem advisable to vote in person or by proxy at any meeting of security holders of anycorporation in which the Company may own securities and at any such meeting shall possess and mayexercise any and all rights and powers incident to the ownership of such securities and which, asthe owner thereof, the Company might have exercised and possessed if present. The Board ofDirectors may, by resolution, from time to time, confer like powers upon any other person orpersons.ARTICLE VINDEMNIFICATION     Section 5.1 Right to Indemnification. The Company shall indemnify and hold harmless each Indemnitee (as this and all othercapitalized words not heretofore defined are defined in Section 5.13 hereof) to the fullest extentpermitted by applicable law as it presently exists or may hereafter be amended. The rights of anIndemnitee provided under the preceding sentence shall include, but not be limited to, the right tobe indemnified to the fullest extent permitted by Section 145(b) of the DGCL in Proceedings by orin the right of the Company and to the fullest extent permitted by Section 145(a) of the DGCL inall other Proceedings.
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     Section 5.2 Expenses. If an Indemnitee is, by reason of his Corporate Status, awitness in or is a party to any Proceeding, and is successful on the merits or otherwise, he shallbe indemnified against all Expenses actually and reasonably incurred by him or on his behalf inconnection therewith. If the Indemnitee is a party to and is not wholly successful in suchProceeding but is successful, on the merits or otherwise, as to any Matter in such Proceeding, theCompany shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by himor on his behalf relating to each such Matter. The termination of any Matter in such a Proceedingby dismissal, with or without prejudice, shall be deemed to be a successful result as to suchMatter.     Section 5.3 Request for Indemnification. To obtain indemnification, an Indemniteeshall submit to the Secretary of the Company a written request with such information as isreasonably available to the Indemnitee regarding the basis for such claim for indemnification. TheSecretary of the Company shall promptly advise the Board of Directors of such request. AnIndemnitee shall be advanced Expenses, within 10 days after requesting them, to the fullest extentpermitted by Section 145(e) of the DGCL.     Section 5.4 Determination of Indemnification. The Indemnitee’s entitlement toindemnification shall be determined in accordance with Section 145(d) of the DGCL. If entitlementto indemnification is to be determined by Independent Counsel, the Company shall furnish notice tothe Indemnitee within 10 days after receipt of the request for indemnification, specifying theidentity and address of the Independent Counsel. The Indemnitee may, within fourteen days afterreceipt of such written notice of selection, deliver to the Company a written objection to suchselection. Such objection may be asserted only on the ground that the Independent Counsel soselected does not meet the requirements of Independent Counsel and the objection shall set forthwith particularity the factual basis of such assertion. If there is an objection to the selectionof Independent Counsel, either the Company or the Indemnitee may petition the Court of Chancery ofthe State of Delaware or any other court of competent jurisdiction for a determination that theobjection is without a reasonable basis and/or for the appointment of Independent Counsel selectedby the Court.     Except in the event that the determination of entitlement to indemnification is to be made byIndependent Counsel, if the person or persons empowered under this Section 5.4 to determineentitlement to indemnification shall not have made and furnished to the Indemnitee in writing adetermination of whether the Indemnitee is entitled to indemnification within 30 days afterreceipt by the Company of the Indemnitee’s request therefor, a determination of entitlement toindemnification shall be deemed to have been made, and the Indemnitee shall be entitled to suchindemnification unless the Indemnitee knowingly misrepresented a material fact in connection withthe request for indemnification or such indemnification is prohibited by law. The termination ofany Proceeding or of any Matter therein, by judgment, order, settlement or conviction, or upon aplea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided inthis Article) of itself adversely affect the right of Indemnitee to indemnification or create apresumption that Indemnitee did not act in good faith and in a manner which he reasonably believedto be in or not opposed to the best interests of the Company, or with respect to any criminalProceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.
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     Section 5.5 Payments to Independent Counsel. The Company shall pay any and allreasonable fees and expenses of Independent Counsel incurred acting pursuant to this Article and inany proceeding to which it is a party or witness in respect of its investigation and written reportand shall pay all reasonable fees and expenses incident to the procedures in which such IndependentCounsel was selected or appointed. No Independent Counsel may serve if a timely objection has beenmade to his selection until a court has determined that such objection is without a reasonablebasis.     Section 5.6 Right to Bring Suit. In the event that (i) a determination is madepursuant to Section 5.4 hereof that the Indemnitee is not entitled to indemnification under thisArticle, (ii) advancement of Expenses is not timely made pursuant to Section 5.3 hereof, (iii)Independent Counsel has not made and delivered a written opinion determining the request forindemnification (a) within 90 days after being appointed by the court, or (b) within 90 days afterobjections to his selection have been overruled by the court, or (c) within 90 days after the timefor the Company or the Indemnitee to object to his selection, or (iv) payment of indemnification isnot made within five days after a determination of entitlement to indemnification, the Indemniteeshall be entitled to an adjudication in an appropriate court of the State of Delaware, or in anyother court of competent jurisdiction, of his entitlement to such indemnification or advancement ofExpenses. In the event that a determination shall have been made that the Indemnitee is notentitled to indemnification, any judicial proceeding or arbitration commenced pursuant to thisSection 5.6 shall be conducted in all respects as a de novo trial on the merits and the Indemniteeshall not be prejudiced by reason of that adverse determination. If a determination shall havebeen made or deemed to have been made that the Indemnitee is entitled to indemnification, theCompany shall be bound by such determination in any judicial proceeding commenced pursuant to thisSection 5.6, or otherwise, unless the Indemnitee knowingly misrepresented a material fact inconnection with the request for indemnification, or such indemnification is prohibited by law.     The Company shall be precluded from asserting in any judicial proceeding commenced pursuant tothis Section 5.6 that the procedures and presumptions of this Article are not valid, binding andenforceable and shall stipulate in any such court that the Company is bound by all provisions ofthis Article. In the event that the Indemnitee, pursuant to this Section 5.6, seeks a judicialadjudication to enforce his rights under, or to recover damages for breach of, this Article,the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by theCompany against, any and all Expenses actually and reasonably incurred by him in such judicialadjudication, but only if he prevails therein. If it shall be determined in such judicialadjudication that the Indemnitee is entitled to receive part but not all of the indemnification oradvancement of Expenses sought, the Expenses incurred by the Indemnitee in connection with suchjudicial adjudication or arbitration shall be appropriately prorated.     Section 5.7 Non-Exclusivity of Rights. The rights to receive indemnification andadvancement of Expenses as provided by this Article shall not be deemed exclusive of any otherrights to which an Indemnitee may at any time be entitled under applicable law, the Certificate ofIncorporation, the Bylaws, any agreement, a vote of the stockholders or disinterested directors, orotherwise.
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     Section 5.8 Other Indemnification. The Company’s obligation, if any, to indemnifyany Indemnitee who was or is serving at its request as a director, officer, employee, agent orfiduciary of another Company, partnership, joint venture, trust, employee benefit plan or otherenterprise or nonprofit entity shall be reduced by any amount such Indemnitee may collect asindemnification from such other Company, partnership, joint venture, trust, employee benefit planor other enterprise or nonprofit entity.     Section 5.9 Amendment or Repeal. No amendment, alteration or repeal of this Articleor any provision thereof shall be effective as to any Indemnitee for acts, omissions, events andcircumstances that occurred, in whole or in part, before such amendment, alteration or repeal.     Section 5.10 Survival of Rights. The provisions of this Article shall continue as toan Indemnitee whose Corporate Status has ceased and shall inure to the benefit of his heirs,executors and administrators.     Section 5.11 Insurance. The Company may purchase and maintain insurance, at itsexpense, to protect itself and any director, officer, employee or agent of the Company or anotherCompany, partnership, joint venture, trust or other enterprise against any such expense, liabilityor loss, whether or not the Company would have the power to indemnify such person against suchexpense, liability or loss under Delaware law.     Section 5.12 Indemnity Agreements. The Company may enter into indemnity agreementswith the persons who are members of its Board of Directors from time to time, and with suchofficers, employees and agents as the Board may designate.     Section 5.13 Definitions. For purposes of this Article:     “Corporate Status” describes the status of a person who is or was a director, officer,employee, agent or fiduciary of the Company or of any other Company, partnership, joint venture,trust, employee benefit plan or other enterprise or nonprofit entity which such person is or wasserving at the request of the Company.     “DGCL” means the Delaware General Company Law as set forth in Title 8 of the Delaware Code.     “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcriptcosts, fees of experts, witness fees, travel expenses, duplicating costs, printing and bindingcosts, telephone charges, postage, delivery service fees and all other disbursements or expenses ofthe types customarily incurred in connection with prosecuting, defending, preparing to prosecute ordefend, investigating, or being or preparing to be a witness in a Proceeding.     “Indemnitee” consists of each director and executive officer of the Company and, upon approvalof the Board of Directors, any other person who was or is made, or is threatened to be made a partyor is otherwise involved in any Proceeding by reason of his Corporate Status.
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     “Independent Counsel” means a law firm, or member of a law firm, that is experienced inmatters of corporation law and neither presently is, nor in the five years previous to hisselection or appointment has been, retained to represent: (i) the Company or Indemnitee in anymatter material to either such party; or (ii) any other party to the Proceeding giving rise to aclaim for indemnification hereunder.     “Matter” is a claim, a material issue or a substantial request for relief.     “Proceeding” includes any action, suit, arbitration, alternate dispute resolution proceeding,investigation, administrative hearing or any other proceeding, whether civil, criminal,administrative or investigative, except one initiated by an Indemnitee pursuant to Section 5.6hereof to enforce his rights under this Article.     Section 5.14 Communications. Any communication required or permitted to be made tothe Company shall be addressed to the Secretary of the Company and any such communication to anIndemnitee shall be addressed to his home address unless he specifies otherwise.     Section 5.15 Legality. If any provision or provisions of this Article shall be heldto be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality andenforceability of the remaining provisions shall not in any way be affected or impaired thereby;and, to the fullestextent possible, the provisions of this Article shall be construed so as to give effect to theintent manifested by the provision held invalid, illegal or unenforceable.ARTICLE VIMISCELLANEOUS     Section 6.1. Disbursements. All checks or demands for money and notes of the Company shallbe signed by such officer or officers or such other person or persons as the Board of Directors mayfrom time to time designate.     Section 6.2. Fiscal Year. The fiscal year of the Company shall end on the 31st day ofDecember of each year unless otherwise fixed by resolution of the Board of Directors.     Section 6.3. Interested Directors. No contract or transaction between the Company andone or more of its directors or officers, or between the Company and any other corporation,partnership, association or other organization in which one or more of its directors or officersare directors or officers, or have a financial interest, shall be void or voidable solely for thisreason, or solely because the director or officer is present at or participates in the meeting ofthe Board of Directors or committee thereof which authorized the contract or transaction, or solelybecause his or their votes are counted for such purpose, if: (a) the material facts as to his ortheir relationship or interest and as to the contract or transaction are disclosed or are known tothe Board of Directors or the committee, and the Board of Directors or committee in good faithauthorizes the contract or transaction by the affirmative vote of a majority of the disinteresteddirectors, even though the disinterested directors be less than a quorum; (b) the material facts asto his or their relationship or interest and as to the contract or transaction are disclosed or areknown to the stockholders entitled to vote thereon, and the contract or transaction is specificallyapproved in
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good faith by vote of the stockholders; or (c) the contract or transaction is fair asto the Company as of the time it is authorized, approved or ratified, by the Board of Directors, acommittee thereof or the stockholders. Interested directors may be counted in determining thepresence of a quorum at a meeting of the Board of Directors or of a committee which authorizes thecontract or transaction. Any director of the Company may vote upon any contract or othertransaction between the Company and any subsidiary or affiliated corporation without regard to thefact that he is also a director of such subsidiary or affiliated corporation.Adopted: August 20, 2007
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