Exhibit
3.3


BYLAWS


OF


VIKING
SYSTEMS, INC.


(A
DELAWARE CORPORATION)





ARTICLE
I


CORPORATE
OFFICES





Section
1.1Registered
Office. The registered office of Viking Systems, Inc. shall be fixed in
the corporation’s Certificate of Incorporation, as the same may be amended from
time to time.





Section
1.2Other
Offices. The
corporation’s Board of directors (the “Board”) may at any time
establish other offices at any place or places where the corporation is
qualified to do business.





ARTICLE
II


MEETINGS
OF STOCKHOLDERS





Section
2.1Place
of Meetings. Meetings of
stockholders shall be held at any place, within or outside the State of
Delaware, designated by the Board. The Board may, in its sole discretion,
determine that a meeting of stockholders shall not be held at any place, but may
instead be held solely by means of remote communication as authorized by Section
211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any
such designation or determination, stockholders’ meetings shall be held at the
corporation’s principal executive office.





Section
2.2Annual
Meeting. The annual meeting of stockholders shall be held each year. The
Board shall designate the date and time of the annual meeting. In the absence of
such designation the annual meeting of stockholders shall be held on the second
Tuesday of May of each year at 10:00 a.m. However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding business day. At the annual meeting, directors shall be elected and
any other proper business may be transacted.





Section
2.3Special
Meeting.A
special meeting of the stockholders may be called at any time by the Board,
chairperson of the Board, chief executive officer or president (in the absence
of a chief executive officer), but such special meetings may not be called by
any other person or persons.





No
business may be transacted at such special meeting other than the business
specified in such notice to stockholders. Nothing contained in this paragraph of
this Section 2.3 shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board may be
held.




1





Section
2.4Advance
NoticeProcedures;
Notice of Stockholders’Meetings.





(i)  At an annual meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be: (A) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors, (B)
otherwise properly brought before the meeting by or at the direction of the
board of directors, or (C) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the secretary of the corporation. To be timely, a stockholder’s notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than one hundred twenty (120) calendar days before the one
year anniversary of the date on which the corporation first mailed its proxy
statement to stockholders in connection with the previous year’s annual meeting
of stockholders; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date of the prior year’s meeting, notice by
the stockholder to be timely must be so received not later than the close of
business on the later of one hundred twenty (120) calendar days in advance of
such annual meeting and ten (10) calendar days following the date on which
public announcement of the date of the meeting is first made. A stockholder’s
notice to the secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting: (a) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the corporation’s books, of the stockholder proposing such
business, (c) the class and number of shares of the corporation that are
beneficially owned by the stockholder, (d) any material interest of the
stockholder in such business, and (e) any other information that is required to
be provided by the stockholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the “1934 Act”), in his capacity as a
proponent to a stockholder proposal. Notwithstanding the foregoing, in order to
include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholder’s meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (i). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (i), and, if he should so determine, he shall so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.





(ii)  Only persons who are
nominated in accordance with the procedures set forth in this paragraph (ii)
shall be eligible for election as directors. Nominations of persons for election
to the board of directors of the corporation may be made at a meeting of
stockholders by or at the direction of the board of directors or by any
stockholder of the corporation entitled to vote in the election of directors at
the meeting who complies with the notice procedures set forth in this paragraph
(ii). Such nominations, other than those made by or at the direction of the
board of directors, shall be made pursuant to timely notice in writing to the
secretary of the corporation in accordance with the provisions of paragraph (i)
of this Section 2.4. Such stockholder’s notice shall set forth (a) as to each
person, if any, whom the stockholder proposes to nominate for election or
re-election as a director: (A) the name, age, business address and residence
address of such person, (B) the principal occupation or employment of such
person, (C) the class and number of shares of the corporation that are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each 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 be disclosed in solicitations of proxies for
elections of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the 1934 Act (including without limitation such person’s
written consent to being named in the proxy statement, if any, as a nominee and
to serving as a director if elected); and (b) as to such stockholder giving
notice, the information required to be provided pursuant to paragraph (i) of
this Section 2.4. At the request of the board of directors, any person nominated
by a stockholder for election as a director shall furnish to the secretary of
the corporation that information required to be set forth in the stockholder’s
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in this paragraph (ii). The chairman of the
meeting shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
bylaws, and if he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded.




2





These
provisions shall not prevent the consideration and approval or disapproval at an
annual meeting of reports of officers, directors and committees of the board of
directors, but in connection therewith no new business shall be acted upon at
any such meeting unless stated, filed and received as herein provided.
Notwithstanding anything in these bylaws to the contrary, no business brought
before a meeting by a stockholder shall be conducted at an annual meeting except
in accordance with procedures set forth in this Section 2.4.





All
notices of meetings of stockholders shall be sent or otherwise given in
accordance with either Section 2.5 or Section 8.1 of these bylaws not less than
10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. The notice shall specify the place, if any,
date and hour of the meeting, the means of remote communication, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.





Section
2.5Manner of Giving
Notice; Affadavit of Notice.





Notice of any meeting of stockholders
shall be given:





(i)  if mailed, when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his or her address as it appears on the corporation’s records;
or





(ii)  if electronically
transmitted as provided in Section 8.1 of these bylaws.





An
affidavit of the secretary or an assistant secretary of the corporation or of
the transfer agent or any other agent of the corporation that the notice has
been given by mail or by a form of electronic transmission, as applicable,
shall, in the absence of fraud, be prima facie evidence of the facts stated
therein.





Section
2.6Quorum. The holders of a
majority of the stock issued and outstanding and entitled to vote, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business at all meetings of the stockholders. If, however, such quorum is not
present or represented at any meeting of the stockholders, then either (i) the
chairperson of the meeting, or (ii) the stockholders entitled to vote at the
meeting, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At such adjourned meeting at
which a quorum is present or represented, any business may be transacted that
might have been transacted at the meeting as originally noticed.





Section
2.7Adjourned
Meeting; Notice. When a meeting is adjourned to another time or place,
unless these bylaws otherwise require, notice need not be given of the adjourned
meeting if the time, place if any thereof, and the means of remote
communications if any by which stockholders and proxy holders may be deemed to
be present in person and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken. At the adjourned meeting, the
corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.





Section
2.8Conduct of
Business. The chairperson of any meeting of stockholders shall determine
the order of business and the procedure at the meeting, including such
regulation of the manner of voting and the conduct of business.




3





Section
2.9Voting.
The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to Section 217 (relating to voting rights of fiduciaries, pledgors and
joint owners of stock) and Section 218 (relating to voting trusts and other
voting agreements) of the DGCL.





Except as
may be otherwise provided in the certificate of incorporation or these bylaws,
each stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder.





Section
2.10Stockholder
Action by Written Consent Without a Meeting. Any action required to
be taken at any annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice, and without
a vote, if a consent in writing, setting forth the action so taken, shall be
signed by stockholders having not less than the minimum number of votes that
would be necessary under the Certificate of Incorporation, these Bylaws, and
DGCL to authorize or take the action at a meeting where all shares entitled to
vote were present and voted.





Section
2.11 Record
Date forStockholderNotice; Voting;
Giving Consents





In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which record date shall not precede the date on which the
resolution fixing the record date is adopted and which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other such action.





If the
Board does not so fix a record date:





(i)  The
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held.





(ii)  The
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board adopts the resolution relating
thereto.








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





Section
2.12Proxies.Each stockholder entitled to
vote at a meeting of stockholders may authorize another person or persons to act
for such stockholder by proxy authorized by an instrument in writing or by a
transmission permitted by law filed in accordance with the procedure established
for the meeting, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Section 212 of the DGCL.




4





Section
2.13List of
Stockholders Entitled to Vote.The officer who has
charge of the stock ledger of the corporation shall prepare and make, at least
10 days before every meeting 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 shares registered
in the name of each stockholder. The corporation shall not be required to
include electronic mail addresses or other electronic contact information on
such list. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting for a period of at least 10 days prior to the
meeting: (i) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of
the meeting, or (ii) during ordinary business hours, at the corporation’s
principal executive office. In the event that the corporation determines to make
the list available on an electronic network, the corporation may take reasonable
steps to ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.
Such list shall presumptively determine the identity of the stockholders
entitled to vote at the meeting and the number of shares held by each of
them.





Section
2.14Inspectors of
Election. A
written proxy may be in the form of a telegram, cablegram, or other means of
electronic transmission which sets forth or is submitted with information from
which it can be determined that the telegram, cablegram, or other means of
electronic transmission was authorized by the person.





Before
any meeting of stockholders, the board of directors shall appoint an inspector
or inspectors of election to act at the meeting or its adjournment. The number
of inspectors shall be either one (1) or three (3). If any person appointed as
inspector fails to appear or fails or refuses to act, then the chairperson of
the meeting may, and upon the request of any stockholder or a stockholder’s
proxy shall, appoint a person to fill that vacancy.





Such
inspectors shall:





(i)  determine the number of
shares outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity, and effect of proxies;





(ii)  receive votes, ballots
or consents;





(iii)  hear and determine all
challenges and questions in any way arising in connection with the right to
vote;





(iv)  count and tabulate all
votes or consents;





(v)  determine when the polls
shall close;





(vi)  determine the result;
and





(vii)  do any other acts that
may be proper to conduct the election or vote with fairness to all
stockholders.





The
inspectors of election shall perform their duties impartially, in good faith, to
the best of their ability and as expeditiously as is practical. If there are
three (3) inspectors of election, the decision, act or certificate of a majority
is effective in all respects as the decision, act or certificate of all. Any
report or certificate made by the inspectors of election is prima facie evidence
of the facts stated therein.




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ARTICLE III


DIRECTORS





Section
3.1Powers. Subject to the
provisions of the DGCL and any limitations in the certificate of incorporation
or these bylaws relating to action required to be approved by the stockholders
or by the outstanding shares, the business and affairs of the corporation shall
be managed and all corporate powers shall be exercised by or under the direction
of the Board.





Section
3.2Numberof
Directors.
 The authorized number of directors shall be determined from time to time
by resolution of the Board, provided the Board shall consist of at least one
member. No reduction of the authorized number of directors shall have the effect
of removing any director before that director’s term of office
expires.





Section
3.3Election,
Qualification and Term of Office of Directors.Except as provided in
Section 3.4 of these bylaws, each director, including a director elected to fill
a vacancy, shall hold office until the expiration of the term for which elected
and until such director’s successor is elected and qualified or until such
director’s earlier death, resignation or removal. Directors need not be
stockholders unless so required by the certificate of incorporation or these
bylaws. The certificate of incorporation or these bylaws may prescribe other
qualifications for directors.





Section
3.4Resignations andVacancies.Any
director may resign at any time upon notice given in writing or by electronic
transmission to the corporation. When one or more directors so resigns and the
resignation is effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in this section in the filling of other
vacancies.





Unless
otherwise provided in the certificate of incorporation or these bylaws,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the stockholders having the
right to vote as 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. If
the directors are divided into classes, a person so elected by the directors
then in office to fill a vacancy or newly created directorship shall hold office
until the next election of the class for which such director shall have been
chosen and until his or her successor shall have been duly elected and
qualified.





If at any
time, by reason of death or resignation or other cause, the corporation should
have no directors in office, then any officer or any stockholder or an executor,
administrator, trustee or guardian of a stockholder, or other fiduciary
entrusted with like responsibility for the person or estate of a stockholder,
may call a special meeting of stockholders in accordance with the provisions of
the certificate of incorporation or these bylaws, or may apply to the Court of
Chancery for a decree summarily ordering an election as provided in Section 211
of the DGCL.





If, at
the time of filling any vacancy or any newly created directorship, the directors
then in office constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), then the Court of Chancery
may, upon application of any stockholder or stockholders holding at least 10% of
the total number of the 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 newly created directorships, or to replace the directors chosen by
the directors then in office as aforesaid, which election shall be governed by
the provisions of Section 211 of the DGCL as far as applicable.




6





Section
3.5Place ofMeetings; Meetings by
Telephone.    The
Board may hold meetings, both regular and special, either within or outside the
State of Delaware.





Unless
otherwise restricted by the certificate of incorporation or these bylaws,
members of the Board, or any committee designated by the Board, may participate
in a meeting of the Board, or any committee, by means of conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.





Section
3.6RegularMeetings. Regular meetings of the
Board may be held without notice at such time and at such place as shall from
time to time be determined by the Board.





Section
3.7Special Meetings;
Notice. Special meetings of the
Board for any purpose or purposes may be called at any time by the chairperson
of the Board, the chief executive officer, the president, the secretary or a
majority of the authorized number of directors.





Notice of
the time and place of special meetings shall be:





(i)  delivered
personally by hand, by courier or by telephone;





(ii)  sent
by United States first-class mail, postage prepaid;





(iii)  sent
by facsimile; or





(iv)  sent
by electronic mail, directed to each director at that director’s address,
telephone number, facsimile number or electronic mail address, as the case may
be, as shown on the corporation’s records.





If the
notice is (i) delivered personally by hand, by courier or by telephone, (ii)
sent by facsimile or (iii) sent by electronic mail, it shall be delivered or
sent at least 24 hours before the time of the holding of the meeting. If the
notice is sent by United States mail, it shall be deposited in the United States
mail at least four days before the time of the holding of the meeting. Any oral
notice may be communicated to the director. The notice need not specify the
place of the meeting (if the meeting is to be held at the corporation’s
principal executive office) nor the purpose of the meeting.





Section
3.8Quorum. At all meetings of the
Board, a majority of the authorized number of directors shall constitute a
quorum for the transaction of business. The vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board, except as may be otherwise specifically provided by statute, the
certificate of incorporation or these bylaws. If a quorum is not present at any
meeting of the Board, then the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum is present.





A meeting
at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for that meeting.





Section
3.9Board
Action by Written
Consent Without A Meeting. Unless otherwise
restricted by the certificate of incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the Board, or of any
committee thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing or by electronic
transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or
committee. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form.




7





Section
3.10Fees and
Compensation of Directors. Unless otherwise
restricted by the certificate of incorporation or these bylaws, the Board shall
have the authority to fix the compensation of directors.





Section
3.11Removal of
Directors. Any director may be
removed from office by the stockholders of the corporation only for
cause.





No reduction of the authorized number
of directors shall have the effect of removing any director prior to the
expiration of such director’s term of office.





ARTICLE
IV


COMMITTEES





Section
4.1Committees of
Directors. The Board may, by
resolution passed by a majority of the authorized number of directors, designate
one or more committees, each committee to consist of one or more of the
directors of the corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board or in these
bylaws, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers that may require it; but
no such committee shall have the power or authority to (i) approve or adopt, or
recommend to the stockholders, any action or matter (other than the election or
removal of directors) expressly required by the DGCL to be submitted to
stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the
corporation.





Section
4.2CommitteeMinutes. Each committee shall
keep regular minutes of its meetings and report the same to the Board when
required.





Section
4.3Meetings and Action
of Committees. Meetings and actions of
committees shall be governed by, and held and taken in accordance with, the
provisions of:





(i)  Section 3.5 (place of
meetings and meetings by telephone);





(ii)  Section 3.6 (regular
meetings);





(iii)  Section 3.7 (special
meetings and notice);





(iv)  Section 3.8
(quorum);





(v)  Section 7.12 (waiver of
notice); and





(vi) Section 3.9 (action without a
meeting).





with such
changes in the context of those bylaws as are necessary to substitute the
committee and its members for the Board and its members. However:




8





(i)  the time of regular
meetings of committees may be determined either by resolution of the Board or by
resolution of the committee;





(ii)  special meetings of
committees may also be called by resolution of the Board; and





(iii)  notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The Board may adopt
rules for the government of any committee not inconsistent with the provisions
of these bylaws.





ARTICLE
V


OFFICERS





Section
5.1Officers. The officers of the
corporation shall be a president and a secretary. The corporation may also have,
at the discretion of the Board, a chairperson of the Board, a vice chairperson
of the Board, a chief executive officer, a chief financial officer or treasurer,
one or more vice presidents, one or more assistant vice presidents, one or more
assistant treasurers, one or more assistant secretaries, and any such other
officers as may be appointed in accordance with the provisions of these bylaws.
Any number of offices may be held by the same person.





Section
5.2Appointment of
Officers. The Board shall appoint the officers of the corporation, except
such officers as may be appointed in accordance with the provisions of Sections
5.3 and 5.5 of these bylaws, subject to the rights, if any, of an officer under
any contract of employment.





Section
5.3Subordinate
Officers. The Board may appoint,
or empower the chief executive officer or, in the absence of a chief executive
officer, the president, to appoint, such other officers and agents as the
business of the corporation may require. Each of such officers and agents shall
hold office for such period, have such authority, and perform such duties as are
provided in these bylaws or as the Board may from time to time
determine.





Section
5.4Removal and
Resignation of Officers. Subject to the rights,
if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by an affirmative vote of the majority of
the Board at any regular or special meeting of the Board or, except in the case
of an officer chosen by the Board, by any officer upon whom such power of
removal may be conferred by the Board.





Any
officer may resign at any time by giving written notice to the corporation. Any
resignation shall take effect at the date of the receipt of that notice or at
any later time specified in that notice. Unless otherwise specified in the
notice of resignation, the acceptance of the resignation shall not be necessary
to make it effective. Any resignation is without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a
party.





Section
5.5Vacancies in
Offices. Any
vacancy occurring in any office of the corporation shall be filled by the Board
or as provided in Section 5.2.





Section
5.6Representation of
Shares of Other Corporations.The chairperson of the
Board, the president, any vice president, the treasurer, the secretary or
assistant secretary of this corporation, or any other person authorized by the
Board or the president or a vice president, is authorized to vote, represent,
and exercise on behalf of this corporation all rights incident to any and all
shares of any other corporation or corporations standing in the name of this
corporation. The authority granted herein may be exercised either by such person
directly or by any other person authorized to do so by proxy or power of
attorney duly executed by such person having the authority.




9





Section 5.7Authority and
Duties of Officers. All officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the Board or the stockholders and, to the extent not so provided, as
generally pertain to their respective offices, subject to the control of the
Board.





ARTICLE VI


RECORDS
AND REPORTS





Section
6.1Maintenance and
Inspection of Records. The corporation shall,
either at its principal executive office or at such place or places as
designated by the Board, keep a record of its stockholders listing their names
and addresses and the number and class of shares held by each stockholder, a
copy of these bylaws as amended to date, accounting books, and other
records.





Any
stockholder of record, or a person who is the beneficial owner of shares of such
stock held either in a voting trust or by a nominee on behalf of such person, in
person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the corporation’s stock ledger, a list of its
stockholders, and its other books and records and to make copies or extracts
therefrom. In every instance where the stockholder is other than a record holder
of stock, the demand under oath shall state the person’s status as a
stockholder, be accompanied by documentary evidence of beneficial ownership of
the stock, and state that such documentary evidence is a true and correct copy
of what it purports to be. A proper purpose shall mean a purpose reasonably
related to such person’s interest as a stockholder. In every instance where an
attorney or other agent is the person who seeks the right to inspection, the
demand under oath shall be accompanied by a power of attorney or such other
writing that authorizes the attorney or other agent so to act on behalf of the
stockholder. The demand under oath shall be directed to the corporation at its
registered office in Delaware or at its principal executive office.





Section
6.2Inspection by
Directors. Any director shall have
the right to examine the corporation’s stock ledger, a list of its stockholders,
and its other books and records for a purpose reasonably related to his or her
position as a director. The Court of Chancery is hereby vested with the
exclusive jurisdiction to determine whether a director is entitled to the
inspection sought. The Court may summarily order the corporation to permit the
director to inspect any and all books and records, the stock ledger, and the
stock list and to make copies or extracts therefrom. The Court may, in its
discretion, prescribe any limitations or conditions with reference to the
inspection, or award such other and further relief as the Court may deem just
and proper.





ARTICLE
VII


GENERAL
MATTERS





Section
7.1Execution of
Corporate Contracts and Instruments. The Board, except as
otherwise provided in these bylaws, may authorize any officer or officers, or
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation; such authority may be general or
confined to specific instances. Unless so authorized or ratified by the Board or
within the agency power of an officer, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or for any
amount.





Section 7.2Stock
Certificates; Partly Paid Shares.The shares of the
corporation shall be represented by certificates, provided that the Board may
provide by resolution or resolutions that some or all of any or all classes or
series of its stock shall be uncertificated shares.




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Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the corporation. Notwithstanding the adoption of
such a resolution by the Board, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation by
the chairperson or vice-chairperson of the Board, or the president or
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of such corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of
issue.





The
corporation may issue the whole or any part of its shares as partly paid and
subject to call for the remainder of the consideration to be paid therefor. Upon
the face or back of each stock certificate issued to represent any such partly
paid shares, or upon the books and records of the corporation in the case of
uncertificated partly paid shares, the total amount of the consideration to be
paid therefor and the amount paid thereon shall be stated. Upon the declaration
of any dividend on fully paid shares, the corporation shall declare a dividend
upon partly paid shares of the same class, but only upon the basis of the
percentage of the consideration actually paid thereon.





Section
7.3Special
Designation on Certificates. If the corporation is
authorized to issue more than one class of stock or more than one series of any
class, then the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
or rights shall be set forth in full or summarized on the face or back of the
certificate that the corporation shall issue to represent such class or series
of stock; provided, however, that, except as otherwise provided in Section 202
of the DGCL, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the corporation shall issue to represent
such class or series of stock a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, the designations,
the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights.





Section
7.4Lost
Certificates.Except as provided in this Section 7.4, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or such owner’s legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated
shares.





Section
7.5Construction;
Definitions.Unless the context
requires otherwise, the general provisions, rules of construction, and
definitions in the DGCL shall govern the construction of these bylaws. Without
limiting the generality of this provision, the singular number includes the
plural, the plural number includes the singular, and the term “person” includes
both a corporation and a natural person.





Section
7.6Dividends. The Board, subject to
any restrictions contained in either (i) the DGCL, or (ii) the certificate of
incorporation, may declare and pay dividends upon the shares of its capital
stock. Dividends may be paid in cash, in property, or in shares of the
corporation’s capital stock.




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The Board
may set apart out of any of the funds of the corporation available for dividends
a reserve or reserves for any proper purpose and may abolish any such reserve.
Such purposes shall include but not be limited to equalizing dividends,
repairing or maintaining any property of the corporation, and meeting
contingencies.





Section
7.7Fiscal
Year. The
fiscal year of the corporation shall be fixed by resolution of the Board and may
be changed by the Board.





Section
7.8Seal. The corporation may
adopt a corporate seal, which shall be adopted and which may be altered by the
Board. The corporation may use the corporate seal by causing it or a facsimile
thereof to be impressed or affixed or in any other manner
reproduced.





Section
7.9Transfer of
Stock. Upon
surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction in its books.





Section
7.10Stock Transfer
Agreements. The corporation shall
have power to enter into and perform any agreement with any number of
stockholders of any one or more classes of stock of the corporation to restrict
the transfer of shares of stock of the corporation of any one or more classes
owned by such stockholders in any manner not prohibited by the
DGCL.





Section
7.11Registered
Stockholders. The
corporation:





(i)  shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner;





(ii)  shall be entitled to
hold liable for calls and assessments the person registered on its books as the
owner of shares; and





(iii)  shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of another person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.





Section
7.12Waiver of
Notice. Whenever
notice is required to be given under any provision of the DGCL, the certificate
of incorporation or these bylaws, a written waiver, signed by the person
entitled to notice, or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice or any waiver by electronic
transmission unless so required by the certificate of incorporation or these
bylaws.





ARTICLE
VIII


NOTICE
BY ELECTRONIC TRANSMISSION





Section
8.1Notice by
Electronic Transmission. Without limiting the
manner by which notice otherwise may be given effectively to stockholders
pursuant to the DGCL, the certificate of incorporation or these bylaws, any
notice to stockholders given by the corporation under any provision of the DGCL,
the certificate of incorporation or these bylaws shall be effective if given by
a form of electronic transmission consented to by the stockholder to whom the
notice is given. Any such consent shall be revocable by the stockholder by
written notice to the corporation. Any such consent shall be deemed revoked
if:




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(i)  the corporation is
unable to deliver by electronic transmission two consecutive notices given by
the corporation in accordance with such consent; and





(ii)  such inability becomes
known to the secretary or an assistant secretary of the corporation or to the
transfer agent, or other person responsible for the giving of
notice.


However,
the inadvertent failure to treat such inability as a revocation shall not
invalidate any meeting or other action.





Any
notice given pursuant to the preceding paragraph shall be deemed
given:





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





(ii)  if by electronic mail,
when directed to an electronic mail address at which the stockholder has
consented to receive notice;





(iii)  if by a posting on an
electronic network together with separate notice to the stockholder of such
specific posting, upon the later of (A) such posting and (B) the giving of such
separate notice; and





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





An
affidavit of the secretary or an assistant secretary or of the transfer agent or
other agent of the corporation that the notice has been given by a form of
electronic transmission shall, in the absence of fraud, be prima facie evidence
of the facts stated therein.





Section
8.2Definition of Electronic Transmission.An “electronic transmission”
means any form of communication, not directly involving the physical
transmission of paper, 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.





Section
8.3Inapplicability. Notice by a form of
electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of
the DGCL.





ARTICLE
IX


INDEMNIFICATION





Section
9.1Indemnification
of Directors and Officers. Notice Except as
otherwise provided in these Bylaws, these Bylaws may be amended or repealed or
new Bylaws adopted by the vote or written consent of holders of a majority of
the outstanding shares entitled to vote generally in the election of directors;
provided, however, that the Corporation may, in its Certificate of
Incorporation, confer the power to adopt, amend or repeal Bylaws upon the
directors. The fact that such power has been so conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to adopt,
amend or repeal Bylaws.





Section
9.2Indemnification
of Others. The corporation shall
have the power to indemnify and hold harmless, to the extent permitted by
applicable law as it presently exists or may hereafter be amended, any employee
or agent of the corporation who was or is made or is threatened to be made a
party or is otherwise involved in any Proceeding by reason of the fact that he
or she, or a person for whom he or she is the legal representative, is or was an
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or non-profit entity,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses reasonably incurred by such person in connection
with any such Proceeding.




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Section
9.3Prepayment of
Expenses. The corporation shall
pay the expenses incurred by any officer or director of the corporation, and may
pay the expenses incurred by any employee or agent of the corporation, in
defending any Proceeding in advance of its final disposition; provided, however,
that the payment of expenses incurred by a person in advance of the final
disposition of the Proceeding shall be made only upon receipt of an undertaking
by the person to repay all amounts advanced if it should be ultimately
determined that the person is not entitled to be indemnified under this Article
IX or otherwise





Section
9.4Determination;
Claim. If a
claim for indemnification or payment of expenses under this Article IX is not
paid in full within sixty days after a written claim therefor has been received
by the corporation the claimant may file suit to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be entitled to be paid
the expense of prosecuting such claim. In any such action the corporation shall
have the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.





Section
9.5Non-Exclusivity
of Rights. The rights conferred on
any person by this Article IX shall not be exclusive of any other rights which
such person may have or hereafter acquire under any statute, provision of the
certificate of incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.





Section
9.6Insurance. The corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under the provisions of the DGCL.





Section
9.7Other
Indemnification. The corporation’s
obligation, if any, to indemnify any person who was or is serving at its request
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or non-profit entity shall be reduced by any
amount such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, enterprise or non-profit
enterprise.





Section
9.8Amendment or
Repeal. Any
repeal or modification of the foregoing provisions of this Article IX shall not
adversely affect any right or protection hereunder of any person in respect of
any act or omission occurring prior to the time of such repeal or
modification.





ARTICLE
X


AMENDMENTS





These
bylaws may be adopted, amended or repealed by the stockholders entitled to vote.
However, the corporation may, in its certificate of incorporation, confer the
power to adopt, amend or repeal bylaws upon the directors. The fact that such
power has been so conferred upon the directors shall not divest the stockholders
of the power, nor limit their power to adopt, amend or repeal
bylaws.








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