**Exhibit3.2**

**AMENDEDAND RESTATED**

**BYLAWS**

**OF**

**COMMERCE ONE, INC.**

**(aDelaware corporation)**

 

**As ofMarch 19, 2002**

 

 

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**BYLAWSOF**

**COMMERCE ONE, INC.**

**(aDelaware corporation)**

 

 

**TABLE OF CONTENTS**

 
| ARTICLE I CORPORATE  OFFICES         |   |
|--------------------------------------|--------|
| 1.1                                  |   | REGISTERED OFFICE |   |
| 1.2                                  |   | OTHER OFFICES |   |
|                                 |   |   |   |
| ARTICLE II MEETINGS OF  STOCKHOLDERS |   |
| 2.1                                  |   | PLACE OF MEETINGS |   |
| 2.2                                  |   | ANNUAL MEETING |   |
| 2.3                                  |   | SPECIAL MEETING |   |
| 2.4                                  |   | NOTICE OF STOCKHOLDERS’  MEETINGS |   |
| 2.5                                  |   | MANNER OF GIVING  NOTICE; AFFIDAVIT OF NOTICE |   |
| 2.6                                  |   | QUORUM |   |
| 2.7                                  |   | ADJOURNED MEETING; NOTICE |   |
| 2.8                                  |   | VOTING |   |
| 2.9                                  |   | STOCKHOLDER ACTION BY  WRITTEN CONSENT WITHOUT A MEETING |   |
| 2.10                                 |   | RECORD DATE FOR  STOCKHOLDER NOTICE; VOTING |   |
| 2.11                                 |   | PROXIES |   |
| 2.12                                 |   | ORGANIZATION |   |
| 2.13                                 |   | LIST OF STOCKHOLDERS  ENTITLED TO VOTE |   |
|                                 |   |   |   |
| ARTICLE III DIRECTORS                |   |
| 3.1                                  |   | POWERS |   |
| 3.2                                  |   | NUMBER OF DIRECTORS |   |
| 3.3                                  |   | ELECTION AND TERM OF  OFFICE OF DIRECTORS |   |
| 3.4                                  |   | RESIGNATION AND  VACANCIES |   |
| 3.5                                  |   | REMOVAL OF DIRECTORS |   |
| 3.6                                  |   | PLACE OF MEETINGS;  MEETINGS BY TELEPHONE |   |
| 3.7                                  |   | FIRST MEETINGS |   |
| 3.8                                  |   | REGULAR MEETINGS |   |
| 3.9                                  |   | SPECIAL MEETINGS;  NOTICE |   |
| 3.10                                 |   | QUORUM |   |
| 3.11                                 |   | WAIVER OF NOTICE |   |
| 3.12                                 |   | ADJOURNMENT |   |

 

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| 3.13                                                                           |   | NOTICE OF ADJOURNMENT                                   |   |
|--------------------------------------------------------------------------------|--------|---------------------------------------------------------|--------|
| 3.14                                                                           |   | BOARD ACTION BY WRITTEN  CONSENT WITHOUT A MEETING      |   |
| 3.15                                                                           |   | FEES AND COMPENSATION  OF DIRECTORS                     |   |
| 3.16                                                                           |   | APPROVAL OF LOANS TO  OFFICERS                          |   |
| 3.17                                                                           |   | SOLE DIRECTOR PROVIDED  BY CERTIFICATE OF INCORPORATION |   |
|                                                                           |   |                                                    |   |
| ARTICLE IV COMMITTEES                                                          |   |
| 4.1                                                                            |   | COMMITTEES OF DIRECTORS                                 |   |
| 4.2                                                                            |   | MEETINGS AND ACTION OF  COMMITTEES                      |   |
| 4.3                                                                            |   | COMMITTEE MINUTES                                       |   |
|                                                                           |   |                                                    |   |
| ARTICLE V OFFICERS                                                             |   |
| 5.1                                                                            |   | OFFICERS                                                |   |
| 5.2                                                                            |   | ELECTION OF OFFICERS                                    |   |
| 5.3                                                                            |   | SUBORDINATE OFFICERS                                    |   |
| 5.4                                                                            |   | REMOVAL AND RESIGNATION  OF OFFICERS                    |   |
| 5.5                                                                            |   | VACANCIES IN OFFICES                                    |   |
| 5.6                                                                            |   | CHAIRMAN OF THE BOARD                                   |   |
| 5.7                                                                            |   | PRESIDENT                                               |   |
| 5.8                                                                            |   | VICE PRESIDENTS                                         |   |
| 5.9                                                                            |   | SECRETARY                                               |   |
| 5.10                                                                           |   | CHIEF FINANCIAL OFFICER                                 |   |
| 5.11                                                                           |   | ASSISTANT SECRETARY                                     |   |
| 5.12                                                                           |   | ADMINISTRATIVE OFFICERS                                 |   |
| 5.13                                                                           |   | AUTHORITY AND DUTIES OF  OFFICERS                       |   |
|                                                                           |   |                                                    |   |
| ARTICLE VI  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS |   |
| 6.1                                                                            |   | INDEMNIFICATION OF  DIRECTORS AND OFFICERS              |   |
| 6.2                                                                            |   | INDEMNIFICATION OF  OTHERS                              |   |
| 6.3                                                                            |   | INSURANCE                                               |   |
|                                                                           |   |                                                    |   |
| ARTICLE VII RECORDS AND  REPORTS                                               |   |
| 7.1                                                                            |   | MAINTENANCE AND  INSPECTION OF RECORDS                  |   |
| 7.2                                                                            |   | INSPECTION BY DIRECTORS                                 |   |
| 7.3                                                                            |   | ANNUAL STATEMENT TO  STOCKHOLDERS                       |   |
| 7.4                                                                            |   | REPRESENTATION OF  SHARES OF OTHER CORPORATIONS         |   |
| 7.5                                                                            |   | CERTIFICATION AND  INSPECTION OF BYLAWS                 |   |

 

 

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| ARTICLE VIII  GENERAL MATTERS |   |
|------------------------------------|--------|
| 8.1                                |   | RECORD DATE FOR  PURPOSES OTHER THAN NOTICE AND VOTING |   |
| 8.2                                |   | CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS |   |
| 8.3                                |   | CORPORATE CONTRACTS AND  INSTRUMENTS:  HOW EXECUTED |   |
| 8.4                                |   | STOCK CERTIFICATES;  TRANSFER; PARTLY PAID SHARES |   |
| 8.5                                |   | SPECIAL DESIGNATION ON  CERTIFICATES |   |
| 8.6                                |   | LOST CERTIFICATES |   |
| 8.7                                |   | TRANSFER AGENTS AND  REGISTRARS |   |
| 8.8                                |   | CONSTRUCTION;  DEFINITIONS |   |
|                               |   |   |   |
| ARTICLE IX AMENDMENTS              |   |

 

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AMENDED ANDRESTATED

 

BYLAWS

 

OF

 

COMMERCE ONE, INC.

(a Delawarecorporation)

 

ARTICLE I

 

CORPORATE OFFICES

1.1           REGISTEREDOFFICE

 

The registered office of the corporation shall befixed in the certificate of incorporation of the corporation.

 

1.2           OTHEROFFICES

 

The board of directors may at any time establishbranch or subordinate offices at any place or places where the corporation isqualified to do business.

 

ARTICLE II

 

MEETINGS OFSTOCKHOLDERS

2.1           PLACE OF MEETINGS

 

Meetings of stockholders shall be held at any placewithin or outside the State of Delaware designated by the board ofdirectors.  In the absence of any suchdesignation, stockholders’ meetings shall be held at the principal executiveoffice of the corporation.

2.2           ANNUAL MEETING

 

The annual meeting of the stockholders of thiscorporation shall be held each year on a date and at a time designated by theboard of directors.  At the meeting,directors shall be elected and any other proper business may betransacted.  Nominations of persons forelection to the board of directors of the corporation and the proposal ofbusiness to be considered by the stockholders may be made at an annual meetingof stockholders only (a) pursuant to the corporation’s notice of meeting,(b) by or at the direction of the board of directors or (c) by anystockholder of the corporation who was a stockholder of record at the time ofgiving of notice provided for in these Bylaws, who is entitled to vote at themeeting and who complies with the notice procedures set forth in this Bylaw.

 

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For nominations or otherbusiness to be properly brought before an annual meeting by a stockholderpursuant to clause (c) of the preceding sentence, the stockholder musthave given timely notice thereof in writing to the secretary of the corporationand such other business must otherwise be a proper matter for stockholderaction.  To be timely, a stockholder’snotice shall be delivered to the secretary at the principal executive officesof the corporation at a time when such stockholder is a stockholder of recordof the corporation and shall be so delivered not less than one hundred twenty(120) calendar days prior to the first anniversary of the date on which thecorporation first mailed its proxy materials for the preceding year’s annualmeeting of stockholders; provided, however, that if the date of the annualmeeting is advanced more than 30 days prior to or delayed by more than 30 daysafter the anniversary of the preceding year’s annual meeting, notice by thestockholder to be timely must be so delivered not later than the close ofbusiness on the later of one hundred twenty (120) calendar days in advance ofsuch annual meeting or ten (10) calendar days following the date on which thenotice of meeting was mailed.  In noevent shall the public announcement of an adjournment of an annual meetingcommence a new time period for the giving of a stockholder’s notice asdescribed above.  Such stockholder’snotice shall set forth (a) as to each person whom the stockholder proposesto nominate for election or reelection as a director all information relatingto such person that is required to be disclosed in solicitations of proxies forelection of directors in an election contest, or is otherwise required, in eachcase pursuant to Regulation 14A under the Securities Exchange Act of 1934,as amended (or any successor thereto) (the “Exchange Act”), andRule 14a-11 thereunder (or any successor thereto) (including such person’swritten consent to being named in the proxy statement as a nominee and toserving as a director if elected); (b) as to any other business that thestockholder proposes to bring before the meeting, a brief description of thebusiness desired to be brought before the meeting, the reasons for conductingsuch business at the meeting and any material interest in such business of suchstockholder and the beneficial owner, if any, on whose behalf the proposal ismade; and (c) as to the stockholder giving the notice and the beneficialowner, if any, on whose behalf the nomination or proposal is made (i) thename and address of such stockholder, as they appear on the corporation’sbooks, and of such beneficial owner, and (ii) the class and number ofshares of the corporation which are owned beneficially and of record by suchstockholder and such beneficial owner. Notwithstanding any provision herein to the contrary, no business shallbe conducted at an annual meeting except in accordance with the procedures setforth in this Section 2.2.

 

2.3           SPECIALMEETING

 

A special meeting of the stockholders may be called atany time by the board of directors, or by the chairman of the board or by thepresident.

 

If a special meeting is called by any person orpersons other than the board of directors, the request shall be in writing tothe secretary of the corporation, and shall set forth (a) as to eachperson whom such person or persons propose to nominate for election orreelection as a director at such 

 

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meeting all informationrelating to such proposed nominee that is required to be disclosed insolicitations of proxies for election of directors in an election contest, oris otherwise required, in each case pursuant to Regulation 14A under theExchange Act (or any successor thereto) and Rule 14a-11 thereunder (or anysuccessor thereto) (including such proposed nominee’s written consent to beingnamed in the proxy statement as a nominee and to serving as a director ifelected); (b) as to any other business to be taken at the meeting, a briefdescription of such business, the reasons for conducting such business and anymaterial interest in such business of the person or persons calling such meetingand the beneficial owners, if any, on whose behalf such meeting is called; and(c) as to the person or persons calling such meeting and the beneficialowners, if any, on whose behalf the meeting is called (i) the name andaddress of such persons, as they appear on the corporation’s books, and of suchbeneficial owners, and (ii) the class and number of shares of thecorporation which are owned beneficially and of record by such persons and suchbeneficial owners.  No business may betransacted at such special meeting otherwise than specified in such notice orby or at the direction of the corporation’s board of directors.  The corporation’s secretary shall causenotice to be promptly given to the stockholders entitled to vote, in accordancewith the provisions of Sections 2.4 and 2.5, that a meeting will be heldat the time reasonably requested by the person or persons who called themeeting, not less than 60 nor more than 90 days after the receipt of therequest.  If the notice is not givenwithin 20 days after the receipt of a valid request, the person or personsrequesting the meeting may give the notice. Nothing contained in this paragraph 2.3 shall be construed aslimiting, fixing or affecting the time when a meeting of stockholders called byaction of the board of directors may be held.

 

Only such business shall be conducted at a specialmeeting of stockholders called by action of the board of directors as shallhave been brought before the meeting pursuant to the corporation’s notice ofmeeting.

 

2.4           NOTICEOF STOCKHOLDERS’ MEETINGS

 

All notices of meetings of stockholders shall be sentor otherwise given in accordance with Sections 2.2 and 2.3 of these bylawsnot less than ten (10) nor more than sixty (60) days before the date of themeeting.  The notice shall specify theplace, date and hour of the meeting and (i) in the case of a specialmeeting, the purpose or purposes for which the meeting is called (no businessother than that specified in the notice may be transacted) or (ii) in thecase of the annual meeting, those matters which the board of directors, at thetime of giving the notice, intends to present for action by the stockholders(but any proper matter may be presented at the meeting for such action).  The notice of any meeting at which directorsare to be elected shall include the name of any nominee or nominees who, at thetime of the notice, the board intends to present for election.

 

2.5           MANNEROF GIVING NOTICE; AFFIDAVIT OF NOTICE

 

Written notice of any meeting of stockholders shall begiven either personally or by first-class mail or by telegraphic or otherwritten communication.  Notices notpersonally delivered shall be sent charges prepaid and shall be addressed tothe stockholder at the address of that stockholder appearing on the books ofthe corporation or given by the stockholder to the corporation for the 

 

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purpose of notice.  Notice shall be deemed to have been given atthe time when delivered personally or deposited in the mail or sent by telegramor other means of written communication.

 

An affidavit of themailing or other means of giving any notice of any stockholders’ meeting,executed by the secretary, assistant secretary or any transfer agent of thecorporation giving the notice, shall be prima facie evidence of the giving ofsuch notice.

 

2.6           QUORUM

 

The holders of a majority in voting power of the stockissued and outstanding and entitled to vote thereat, present in person orrepresented by proxy, shall constitute a quorum at all meetings of thestockholders for the transaction of business except as otherwise provided bystatute or by the certificate of incorporation.  If, however, such quorum is not present or represented at anymeeting of the stockholders, then either (i) the chairman of the meeting or(ii) the stockholders entitled to vote thereat, present in person orrepresented by proxy, shall have power to adjourn the meeting in accordancewith Section 2.7 of these bylaws.

When a quorum is present at any meeting, the vote of the holders of amajority of the stock having voting power present in person or represented byproxy shall decide any question brought before such meeting, unless thequestion is one upon which, by express provision of the laws of the State ofDelaware or of the certificate of incorporation or these bylaws, a differentvote is required, in which case such express provision shall govern and controlthe decision of the question.

 

If a quorum be initially present, the stockholders maycontinue to transact business until adjournment, notwithstanding the withdrawalof enough stockholders to leave less than a quorum, if any action taken isapproved by a majority of the stockholders initially constituting the quorum.

 

2.7           ADJOURNEDMEETING; NOTICE

 

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

 

2.8           VOTING

 

The stockholders entitled to vote at any meeting ofstockholders shall be determined in accordance with the provisions ofSection 2.10 of these bylaws, subject to the provisions ofSections 217 and 218 of the General Corporation Law of Delaware (relatingto voting rights of fiduciaries, pledgors and joint owners, and to votingtrusts and other voting agreements).

 

 

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

 

2.9           STOCKHOLDERACTION BY WRITTEN CONSENT WITHOUT A MEETING

 

The stockholders may not take any action by writtenconsent in lieu of a meeting, and must take any actions at a duly called annualor special meeting of stockholders and the power of stockholders to consent inwriting is specifically denied.

 

2.10         RECORDDATE FOR STOCKHOLDER NOTICE; VOTING

 

For purposes of determining the stockholders entitledto notice of any meeting or to vote thereat, the board of directorsmay fix, in advance, a record date, which shall not precede the date uponwhich the resolution fixing the record date is adopted by the board ofdirectors and which shall not be more than sixty (60) days nor less thanten (10) days before the date of any such meeting, and in such event onlystockholders of record on the date so fixed are entitled to notice and tovote, notwithstanding any transfer of any shares on the books of thecorporation after the record date.

If the board of directors does not so fix a record date, the recorddate for determining stockholders entitled to notice of or to vote at a meetingof stockholders shall be at the close of business on the business day nextpreceding the day on which notice is given, or, if notice is waived, at theclose of business on the business day next preceding the day on which themeeting is held.

 

A determination of stockholders of record entitled tonotice of or to vote at a meeting of stockholders shall apply to anyadjournment of the meeting unless the board of directors fixes a new recorddate for the adjourned meeting, but the board of directors shall fix a newrecord date if the meeting is adjourned for more than thirty (30) days from thedate set for the original meeting.

 

The record date for any other purpose shall be asprovided in Section 8.1 of these bylaws.

 

2.11         PROXIES

 

Every person entitled to vote for directors, or on anyother matter, shall have the right to do so either in person or by one or moreagents authorized by a written proxy signed by the person and filed with thesecretary of the corporation, but no such proxy shall be voted or acted uponafter three (3) years from its date, unless the proxy provides for a longerperiod.  A proxy shall be deemed signedif the stockholder’s name is placed on the proxy (whether by manual signature,typewriting, telegraphic transmission, telefacsimile or otherwise) by thestockholder or the stockholder’s attorney-in-fact.  The revocability of a proxy that states on its face that it isirrevocable shall be governed by the provisions of Section 212(e) of theGeneral Corporation Law of Delaware.

 

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2.12         ORGANIZATION

 

The president, or in the absence of the president, thechairman of the board, shall call the meeting of the stockholders to order, andshall act as chairman of the meeting. In the absence of the president, the chairman of the board, and all ofthe vice presidents, the stockholders shall appoint a chairman for suchmeeting.  The chairman of any meeting ofstockholders shall determine the order of business and the procedures at the meeting,including such matters as the regulation of the manner of voting and theconduct of business.  The secretary ofthe corporation shall act as secretary of all meetings of the stockholders, butin the absence of the secretary at any meeting of the stockholders, thechairman of the meeting may appoint any person to act as secretary of themeeting.

 

2.13         LISTOF STOCKHOLDERS ENTITLED TO VOTE

 

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

 

ARTICLE III

 

DIRECTORS

 

3.1           POWERS

 

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

 

3.2           NUMBEROF DIRECTORS

 

The number of directors of the Corporation shall benot less than nine (9) nor more than twelve (12).  The exact number of directors shall be ten (10) until changed,within the limits specified above, by a Bylaw amending this Section 3.2,duly adopted by the Board of Directors or by the stockholders.

 

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3.3           ELECTIONAND TERM OF OFFICE OF DIRECTORS

 

Except as provided in Section 3.4 of these bylawsor Article Tenth of the certificate of incorporation of the corporation,directors shall be elected at each annual meeting of stockholders to holdoffice until the next annual meeting. Each director, including a directorelected or appointed to fill a vacancy, shall hold office until the expirationof the term for which elected and until a successor has been elected andqualified.

 

Election of directors need not be by written ballot.

 

3.4           RESIGNATIONAND VACANCIES

 

Any director may resign effective on giving writtennotice to the chairman of the board, the president, the secretary or the boardof directors, unless the notice specifies a later time for that resignation tobecome effective.  If the resignation ofa director is effective at a future time, the board of directors may elect asuccessor to take office when the resignation becomes effective.

Vacancies in the board of directors may be filled by a majority of theremaining directors, even if less than a quorum, or by a sole remainingdirector; however, a vacancy created by the removal of a director by the voteof the stockholders or by court order may be filled only by the affirmativevote of a majority of the shares represented and voting at a duly held meetingat which a quorum is present (which shares voting affirmatively also constitutea majority of the required quorum). Unless otherwise provided in the certificate of incorporation or thesebylaws, each director so elected shall hold office until the next annualmeeting of the stockholders and until a successor has been elected andqualified.

 

Unless otherwise provided in the certificate ofincorporation or these bylaws:

 

#### (i)    Vacancies and newly created directorshipsresulting from any increase in the authorized number of directors elected byall of the stockholders having the right to vote as a single class may be filledby a majority of the directors then in office, although less than a quorum, orby a sole remaining director.

 

#### (ii)   Whenever the holders of any class or classesof stock or series thereof are entitled to elect one or more directors by theprovisions of the certificate of incorporation, vacancies and newly createddirectorships of such class or classes or series may be filled by a majority ofthe directors elected by such class or classes or series thereof then inoffice, or by a sole remaining director so elected.

 

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

 

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summarily ordering anelection as provided in Section 211 of the General Corporation Law ofDelaware.

 

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

 

3.5           REMOVALOF DIRECTORS

 

Unless otherwise restricted by statute, by thecertificate of incorporation or by these bylaws, any director or the entireboard of directors may be removed, only with cause, by the holders of amajority of the shares then entitled to vote at an election of directors.

 

3.6           PLACEOF MEETINGS; MEETINGS BY TELEPHONE

 

Regular meetings of the board of directors may be heldat any place within or outside the State of Delaware that has beendesignated from time to time by resolution of the board.  In the absence of such a designation,regular meetings shall be held at the principal executive office of thecorporation.  Special meetings of theboard may be held at any place within or outside the State of Delaware that hasbeen designated in the notice of the meeting or, if not stated in the notice orif there is no notice, at the principal executive office of the corporation.

 

Any meeting of the board, regular or special, may beheld by conference telephone or similar communication equipment, so long as alldirectors participating in the meeting can hear one another; and all suchparticipating directors shall be deemed to be present in person at the meeting.

 

3.7           FIRSTMEETINGS

 

The first meeting of each newly elected board ofdirectors shall be held at such time and place as shall be fixed by the vote ofthe stockholders at the annual meeting. In the event of the failure of the stockholders to fix the time or placeof such first meeting of the newly elected board of directors, or in the eventsuch meeting is not held at the time and place so fixed by the stockholders,the meeting may be held at such time and place as shall be specified in anotice given as hereinafter provided for special meetings of the board ofdirectors, or as shall be specified in a written waiver signed by all of thedirectors.

 

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3.8           REGULARMEETINGS

 

Regular meetings of the board of directors may be heldwithout notice at such time as shall from time to time be determined by theboard of directors.  If any regularmeeting day shall fall on a legal holiday, then the meeting shall be held atthe same time and place on the next succeeding full business day.

 

3.9           SPECIALMEETINGS; NOTICE

 

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

 

Notice of the time and place of special meetings shallbe delivered personally or by telephone to each director or sent byfirst-class mail, telecopy or telegram, charges prepaid, addressed to eachdirector at that director’s address as it is shown on the records of thecorporation.  If the notice is mailed,it shall be deposited in the United States mail at least four (4) days beforethe time of the holding of the meeting. If the notice is delivered personally or by telephone, telecopy ortelegram, it shall be delivered personally or by telephone or to the telegraphcompany at least forty-eight (48) hours before the time of the holding of themeeting.  Any oral notice givenpersonally or by telephone may be communicated either to the director or to aperson at the office of the director who the person giving the notice hasreason to believe will promptly communicate it to the director.  The notice need not specify the purpose orthe place of the meeting, if the meeting is to be held at the principalexecutive office of the corporation.

3.10         QUORUM

A majority of the authorized number of directors shall constitute aquorum for the transaction of business, except to adjourn as provided inSection 3.12 of these bylaws. Every act or decision done or made by a majority of the directorspresent at a duly held meeting at which a quorum is present shall be regardedas the act of the board of directors, subject to the provisions of thecertificate of incorporation and applicable law.

A meeting at which a quorum is initially present may continue totransact business notwithstanding the withdrawal of directors, if any actiontaken is approved by at least a majority of the quorum for that meeting.

3.11         WAIVER OF NOTICE

 

Notice of a meeting need not be given to any director(i) who signs a waiver of notice, whether before or after the meeting, or(ii) who attends the meeting other than for the express purpose ofobjecting at the beginning of the meeting to the transaction of any businessbecause the meeting is not lawfully called or convened.  All such waivers shall be filed with thecorporate

 

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records or made part ofthe minutes of the meeting.  A waiver ofnotice need not specify the purpose of any regular or special meeting of theboard of directors.

 

3.12         ADJOURNMENT

 

A majority of the directors present, whether or notconstituting a quorum, may adjourn any meeting of the board to another time andplace.

## 3.13         NOTICEOF ADJOURNMENT

Notice of the time and place of holding an adjourned meeting of theboard need not be given unless the meeting is adjourned for more thantwenty-four (24) hours.  If the meetingis adjourned for more than twenty-four (24) hours, then notice of the time andplace of the adjourned meeting shall be given before the adjourned meetingtakes place, in the manner specified in Section 3.9 of these bylaws, tothe directors who were not present at the time of the adjournment.

## 3.14         BOARDACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required or permitted to be taken by the board of directorsmay be taken without a meeting, provided that all members of the boardindividually or collectively consent in writing to that action.  Such action by written consent shall havethe same force and effect as a unanimous vote of the board of directors. Suchwritten consent and any counterparts thereof shall be filed with the minutes ofthe proceedings of the board of directors.

## 3.15         FEESAND COMPENSATION OF DIRECTORS

Directors and members of committees may receive such compensation, ifany, for their services and such reimbursement of expenses as may be fixed ordetermined by resolution of the board of directors.  This Section 3.15 shall not be construed to preclude any directorfrom serving the corporation in any other capacity as an officer, agent,employee or otherwise and receiving compensation for those services.

## 3.16         APPROVALOF LOANS TO OFFICERS

## The corporation may lend money to, or guarantee anyobligation of, or otherwise assist any officer or other employee of thecorporation or any of its subsidiaries, including any officer or employee whois a director of the corporation or any of its subsidiaries, whenever, in thejudgment of the directors, such loan, guaranty or assistance may reasonably beexpected to benefit the corporation. The loan, guaranty or other assistance may be with or without interestand may be unsecured, or secured in such manner as the board of directors shallapprove, including, without limitation, a pledge of shares of stock of thecorporation.  Nothing contained in thissection shall be deemed to deny, limit or restrict the powers of guaranty orwarranty of the corporation at common law or under any statute.

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## 3.17         SOLEDIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION

In the event only one director is required by these bylaws or thecertificate of incorporation, then any reference herein to notices, waivers,consents, meetings or other actions by a majority or quorum of the directorsshall be deemed to refer to such notice, waiver, etc., by such sole director,who shall have all the rights and duties and shall be entitled to exercise allof the powers and shall assume all the responsibilities otherwise hereindescribed as given to the board of directors.

# ARTICLEIV

# COMMITTEES

## 4.1           COMMITTEESOF DIRECTORS

The board of directors may, by resolution adopted by a majority of theauthorized number of directors, designate one (1) or more committees, eachconsisting of two or more directors, to serve at the pleasure of theboard.  The board may designateone (1) or more directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of the committee.  The appointment of members or alternatemembers of a committee requires the vote of a majority of the authorized numberof directors.  Any committee, to theextent provided in the resolution of the board, shall have and may exercise allthe powers and authority of the board, but no such committee shall have thepower or authority to (i) amend the certificate of incorporation (exceptthat a committee may, to the extent authorized in the resolution or resolutionsproviding for the issuance of shares of stock adopted by the board of directorsas provided in Section 151(a) of the General Corporation Law of Delaware,fix the designations and any of the preferences or rights of such sharesrelating to dividends, redemption, dissolution, any distribution of assets of thecorporation or the conversion into, or the exchange of such shares for, sharesof any other class or classes or any other series of the same or any otherclass or classes of stock of the corporation), (ii) adopt an agreement ofmerger or consolidation under Sections 251 or 252 of the GeneralCorporation Law of Delaware, (iii) recommend to the stockholders the sale,lease or exchange of all or substantially all of the corporation’s property andassets, (iv) recommend to the stockholders a dissolution of thecorporation or a revocation of a dissolution or (v) amend the bylaws ofthe corporation; and, unless the board resolution establishing the committee,the bylaws or the certificate of incorporation expressly so provide, no suchcommittee shall have the power or authority to declare a dividend, to authorizethe issuance of stock, or to adopt a certificate of ownership and mergerpursuant to Section 253 of the General Corporation Law of Delaware.

## 4.2           MEETINGSAND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held andtaken in accordance with, the following provisions of Article III of thesebylaws: Section 3.6 (place of meetings; meetings by telephone),Section 3.8 (regular meetings), Section 3.9 (special meetings;notice), Section 3.10 (quorum), Section 3.11 (waiver of notice),Section 3.12 (adjournment), Section 3.13 

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(notice of adjournment)and Section 3.14 (board action by written consent without meeting), withsuch changes in the context of those bylaws as are necessary to substitute thecommittee and its members for the board of directors and its members; provided,however, that the time of regular meetings of committees may be determinedeither by resolution of the board of directors or by resolution of thecommittee, that special meetings of committees may also be called by resolutionof the board of directors, and that notice of special meetings of committeesshall also be given to all alternate members, who shall have the right toattend all meetings of the committee. The board of directors may adopt rules for the government of anycommittee not inconsistent with the provisions of these bylaws.

## 4.3           COMMITTEEMINUTES

Each committee shall keep regular minutes of its meetings and reportthe same to the board of directors when required.

# ARTICLEV

#  

# OFFICERS

## 5.1           OFFICERS

The Corporate Officers of the corporation shall be a president, asecretary and a chief financial officer. The corporation may also have, at the discretion of the board ofdirectors, a chairman of the board, one or more vice presidents (howeverdenominated), one or more assistant secretaries, one or more assistanttreasurers, and such other officers as may be appointed in accordance with theprovisions of Section 5.3 of these bylaws.  Any number of offices may be held by the same person.

In addition to the Corporate Officers of the Company described above,there may also be such Administrative Officers of the corporation as may bedesignated and appointed from time to time by the president of the corporationin accordance with the provisions of Section 5.12 of these bylaws.

## 5.2           ELECTIONOF OFFICERS

The Corporate Officers of the corporation, except suchofficers as may be appointed in accordance with the provisions ofSection 5.3 or Section 5.5 of these bylaws, shall be chosen bythe board of directors, subject to the rights, if any, of an officer under anycontract of employment, and shall hold their respective offices for such termsas the board of directors may from time to time determine.

 

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## 5.3           SUBORDINATEOFFICERS

The board of directors may appoint, or may empower the president toappoint, such other Corporate Officers as the business of the corporation mayrequire, each of whom shall hold office for such period, have such power andauthority, and perform such duties as are provided in these bylaws or as theboard of directors may from time to time determine.

The president may from time to time designate and appointAdministrative Officers of the corporation in accordance with the provisions ofSection 5.12 of these bylaws.

## 5.4           REMOVALAND RESIGNATION OF OFFICERS

Subject to the rights, if any, of a Corporate Officer under anycontract of employment, any Corporate Officer may be removed, either with orwithout cause, by the board of directors at any regular or special meeting ofthe board or, except in case of a Corporate Officer chosen by the board ofdirectors, by any Corporate Officer upon whom such power of removal may beconferred by the board of directors.

Any Corporate Officer may resign at any time by giving written noticeto the corporation.  Any resignationshall take effect at the date of the receipt of that notice or at any latertime specified in that notice; and, unless otherwise specified in that notice,the acceptance of the resignation shall not be necessary to make iteffective.  Any resignation is withoutprejudice to the rights, if any, of the corporation under any contract to whichthe Corporate Officer is a party.

Any Administrative Officer designated and appointed by the presidentmay be removed, either with or without cause, at any time by thepresident.  Any Administrative Officermay resign at any time by giving written notice to the president or to thesecretary of the corporation.

## 5.5           VACANCIESIN OFFICES

A vacancy in any office because of death, resignation, removal,disqualification or any other cause shall be filled in the manner prescribed inthese bylaws for regular appointments to that office.

## 5.6           CHAIRMANOF THE BOARD

The chairman of the board, if such an officer be elected, shall, ifpresent, preside at meetings of the board of directors and exercise such otherpowers and perform such other duties as may from time to time be assigned tohim by the board of directors or as may be prescribed by these bylaws.  If there is no president, then the chairmanof the board shall also be the chief executive officer of the corporation andshall have the powers and duties prescribed in Section 5.7 of thesebylaws.

## 5.7           PRESIDENT

Subject to such supervisory powers, if any, as may be given by theboard of directors to the chairman of the board, if there be such an officer,the president shall be the chief executive officer of 

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the corporation and shall, subject to the control ofthe board of directors, have general supervision, direction and control of thebusiness and the officers of the corporation. He or she shall preside at all meetings of the stockholders and, in theabsence or nonexistence of a chairman of the board, at all meetings of theboard of directors.  He or she shallhave the general powers and duties of management usually vested in the officeof president of a corporation, and shall have such other powers and performsuch other duties as may be prescribed by the board of directors or thesebylaws.

 

## 5.8           VICEPRESIDENTS

In the absence or disability of the president, and if there is nochairman of the board, the vice presidents, if any, in order of their rank asfixed by the board of directors or, if not ranked, a vice president designatedby the board of directors, shall perform all the duties of the president andwhen so acting shall have all the powers of, and be subject to all therestrictions upon, the president.  Thevice presidents shall have such other powers and perform such other duties asfrom time to time may be prescribed for them respectively by the board ofdirectors, these bylaws, the president or the chairman of the board.

## 5.9           SECRETARY

The secretary shall keep or cause to be kept, at the principalexecutive office of the corporation or such other place as the board ofdirectors may direct, a book of minutes of all meetings and actions of theboard of directors, committees of directors and stockholders.  The minutes shall show the time and place ofeach meeting, whether regular or special (and, if special, how authorized andthe notice given), the names of those present at directors’ meetings orcommittee meetings, the number of shares present or represented atstockholders’ meetings and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principalexecutive office of the corporation or at the office of the corporation’stransfer agent or registrar, as determined by resolution of the board ofdirectors, a share register or a duplicate share register, showing the names ofall stockholders and their addresses, the number and classes of shares held byeach, the number and date of certificates evidencing such shares and the numberand date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of allmeetings of the stockholders and of the board of directors required to be givenby law or by these bylaws.  He or sheshall keep the seal of the corporation, if one be adopted, in safe custody andshall have such other powers and perform such other duties as may be prescribedby the board of directors or by these bylaws.

## 5.10         CHIEFFINANCIAL OFFICER

The chief financial officer shall keep and maintain, or cause to bekept and maintained, adequate and correct books and records of accounts of theproperties and business transactions of the corporation, including accounts ofits assets, liabilities, receipts, disbursements, gains, losses, capital, 

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retained earnings and shares.  The books of account shall at all reasonabletimes be open to inspection by any director for a purpose reasonably related tohis position as a director.

The chief financial officer shall deposit all money and other valuablesin the name and to the credit of the corporation with such depositaries as maybe designated by the board of directors. He or she shall disburse the funds ofthe corporation as may be ordered by the board of directors, shall render tothe president and directors, whenever they request it, an account of all of hisor her transactions as chief financial officer and of the financial conditionof the corporation, and shall have such other powers and perform such otherduties as may be prescribed by the board of directors or these bylaws.

## 5.11         ASSISTANTSECRETARY

The assistant secretary, if any, or, if there is more than one, theassistant secretaries in the order determined by the board of directors (or ifthere be no such determination, then in the order of their election) shall, inthe absence of the secretary or in the event of his or her inability or refusalto act, perform the duties and exercise the powers of the secretary and shallperform such other duties and have such other powers as the board of directorsmay from time to time prescribe.

## 5.12         ADMINISTRATIVEOFFICERS

In addition to the Corporate Officers of the corporation as provided inSection 5.1 of these bylaws and such subordinate Corporate Officers as may beappointed in accordance with Section 5.3 of these bylaws, there may alsobe such Administrative Officers of the corporation as may be designated andappointed from time to time by the president of the corporation.  Administrative Officers shall perform suchduties and have such powers as from time to time may be determined by thepresident or the board of directors in order to assist the Corporate Officersin the furtherance of their duties.  Inthe performance of such duties and the exercise of such powers, however, suchAdministrative Officers shall have limited authority to act on behalf of thecorporation as the board of directors shall establish, including but notlimited to limitations on the dollar amount and on the scope of agreements orcommitments that may be made by such Administrative Officers on behalf of thecorporation, which limitations may not be exceeded by such individuals oraltered by the president without further approval by the board of directors.

## 5.13         AUTHORITYAND DUTIES OF OFFICERS

In addition to the foregoing powers, authority and duties, all officersof the corporation shall respectively have such authority and powers andperform such duties in the management of the business of the corporation as maybe designated from time to time by the board of directors.

 

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# ARTICLEVI

#  

# INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEESAND OTHER AGENTS

## 6.1           INDEMNIFICATIONOF DIRECTORS AND OFFICERS

The corporation shall, to the maximum extent and in the mannerpermitted by the General Corporation Law of Delaware as the same now exists ormay hereafter be amended, indemnify any person against expenses (includingattorneys’ fees), judgments, fines, and amounts paid in settlement actually andreasonably incurred in connection with any threatened, pending or completedaction, suit, or proceeding in which such person was or is a party or isthreatened to be made a party by reason of the fact that such person is or wasa director or officer of the corporation. For purposes of this Section 6.1, a “director” or “officer” of thecorporation shall mean any person (i) who is or was a director or officerof the corporation, (ii) who is or was serving at the request of thecorporation as a director or officer of another corporation, partnership, jointventure, trust or other enterprise, or (iii) who was a director or officerof a corporation which was a predecessor corporation of the corporation or ofanother enterprise at the request of such predecessor corporation.

The corporation shall be required to indemnify a director or officer inconnection with an action, suit, or proceeding (or part thereof) initiated bysuch director or officer only if the initiation of such action, suit, orproceeding (or part thereof) by the director or officer was authorized by theboard of Directors of the corporation.

The corporation shall pay the expenses (including attorney’s fees)incurred by a director or officer of the corporation entitled toindemnification hereunder in defending any action, suit or proceeding referredto in this Section 6.1 in advance of its final disposition; provided,however, that payment of expenses incurred by a director or officer of thecorporation in advance of the final disposition of such action, suit orproceeding shall be made only upon receipt of an undertaking by the director orofficer to repay all amounts advanced if it should ultimately be determinedthat the director or officer is not entitled to be indemnified under thisSection 6.1 or otherwise.

If a claim for indemnification or payment of expenses under thisArticle is not paid in full within sixty days after a written claim thereforhas been received by the corporation the claimant may file suit to recover theunpaid amount of such claim and, if successful in whole or in part, shall beentitled to be paid the expense of prosecuting such claim.  In any such action the corporation shallhave the burden of proving that the claimant was not entitled to the requestedindemnification or payment of expenses under applicable law.

The rights conferred on any person by this Article shall not beexclusive of any other rights which such person may have or hereafter acquireunder any statute, provision of the corporation’s Certificate of Incorporation,these bylaws, agreement, vote of the stockholders or disinterested directors orotherwise.

 

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Any repeal or modification of the foregoing provisions of this Articleshall not adversely affect any right or protection hereunder of any person inrespect of any act or omission occurring prior to the time of such repeal ormodification.

## 6.2           INDEMNIFICATIONOF OTHERS

The corporation shall have the power, to the maximum extent and in themanner permitted by the General Corporation Law of Delaware as the same nowexists or may hereafter be amended, to indemnify any person (other thandirectors and officers) against expenses (including attorneys’ fees),judgments, fines, and amounts paid in settlement actually and reasonablyincurred in connection with any threatened, pending or completed action, suit,or proceeding, in which such person was or is a party or is threatened to bemade a party by reason of the fact that such person is or was an employee oragent of the corporation.  Thecorporation’s obligation, if any, to indemnify any person who was or is servingat its request as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust, enterprise or non-profit entityshall be reduced by any amount such person may collect as indemnification fromsuch other corporation, partnership, joint venture, trust, enterprise ornon-profit enterprise.  For purposes ofthis Section 6.2, an “employee” or “agent” of the corporation (other thana director or officer) shall mean any person (i) who is or was an employeeor agent of the corporation, (ii) who is or was serving at the request ofthe corporation as an employee or agent of another corporation, partnership,joint venture, trust or other enterprise, or (iii) who was an employee oragent of a corporation which was a predecessor corporation of the corporationor of another enterprise at the request of such predecessor corporation.

## 6.3           INSURANCE

The corporation may purchase and maintain insurance on behalf of anyperson 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 orother enterprise against any liability asserted against him or her and incurredby him or her in any such capacity, or arising out of his or her status assuch, whether or not the corporation would have the power to indemnify him orher against such liability under the provisions of the General Corporation Lawof Delaware.

# ARTICLEVII

# RECORDSAND REPORTS

 

## 7.1           MAINTENANCEAND INSPECTION OF RECORDS

The corporation shall, either at its principal executive office or atsuch place or places as designated by the board of directors, keep a record ofits stockholders listing their names and addresses and the number and class ofshares held by each stockholder, a copy of these bylaws as amended to date,accounting books and other records of its business and properties.

 

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Any stockholder of record, in person or by attorney or other agent,shall, upon written demand under oath stating the purpose thereof, have theright during the usual hours for business to inspect for any proper purpose thecorporation’s stock ledger, a list of its stockholders, and its other books andrecords and to make copies or extracts therefrom.  A proper purpose shall mean a purpose reasonably related to suchperson’s interest as a stockholder.  Inevery instance where an attorney or other agent is the person who seeks theright to inspection, the demand under oath shall be accompanied by a power ofattorney or such other writing that authorizes the attorney or other agent toso act on behalf of the stockholder. The demand under oath shall be directed tothe corporation at its registered office in Delaware or at its principal placeof business.

## 7.2           INSPECTIONBY DIRECTORS

Any director shall have the right to examine the corporation’s stockledger, a list of its stockholders and its other books and records for apurpose reasonably related to his or her position as a director.

## 7.3           ANNUALSTATEMENT TO STOCKHOLDERS

The board of directors shall present at each annual meeting, and at anyspecial meeting of the stockholders when called for by vote of thestockholders, a full and clear statement of the business and condition of thecorporation.

## 7.4           REPRESENTATIONOF SHARES OF OTHER CORPORATIONS

The chairman of the board, if any, the president, any vice president,the chief financial officer, the secretary or any assistant secretary of thiscorporation, or any other person authorized by the board of directors or thepresident or a vice president, is authorized to vote, represent and exercise onbehalf of this corporation all rights incident to any and all shares of thestock of any other corporation or corporations standing in the name of thiscorporation.  The authority hereingranted may be exercised either by such person directly or by any other personauthorized to do so by proxy or power of attorney duly executed by such personhaving the authority.

## 7.5           CERTIFICATIONAND INSPECTION OF BYLAWS

The original or a copy of these bylaws, as amended or otherwise alteredto date, certified by the secretary, shall be kept at the corporation’sprincipal executive office and shall be open to inspection by the stockholdersof the corporation, at all reasonable times during office hours.

 

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# ARTICLEVIII

#  

# GENERAL MATTERS

## 8.1           RECORDDATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

For purposes of determining the stockholders entitled to receivepayment of any dividend or other distribution or allotment of any rights or thestockholders entitled to exercise any rights in respect of any change,conversion or exchange of stock, or for the purpose of any other lawful action,the board of directors may fix, in advance, a record date, which shall notprecede the date upon which the resolution fixing the record date is adoptedand which shall not be more than sixty (60) days before any such action.  In that case, only stockholders of record atthe close of business on the date so fixed are entitled to receive the dividend,distribution or allotment of rights, or to exercise such rights, as the casemay be, notwithstanding any transfer of any shares on the books of thecorporation after the record date so fixed, except as otherwise provided bylaw.

If the board of directors does not so fix a record date, then therecord date for determining stockholders for any such purpose shall be at theclose of business on the day on which the board of directors adopts theapplicable resolution.

## 8.2           CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

From time to time, the board of directors shall determine by resolutionwhich person or persons may sign or endorse all checks, drafts, other ordersfor payment of money, notes or other evidences of indebtedness that are issuedin the name of or payable to the corporation, and only the persons soauthorized shall sign or endorse those instruments.

## 8.3           CORPORATECONTRACTS AND INSTRUMENTS:  HOW EXECUTED

The board of directors, except as otherwise provided in these bylaws,may authorize and empower any officer or officers, or agent or agents, to enterinto any contract or execute any instrument in the name of and on behalf of thecorporation; such power and authority may be general or confined to specificinstances.  Unless so authorized orratified by the board of directors or within the agency power of an officer, noofficer, agent or employee shall have any power or authority to bind thecorporation by any contract or engagement or to pledge its credit or to renderit liable for any purpose or for any amount.

## 8.4           STOCKCERTIFICATES; TRANSFER; PARTLY PAID SHARES

The shares of the corporation shall be represented by certificates,provided that the board of directors of the corporation may provide byresolution or resolutions that some or all of any or all classes or series ofits stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by acertificate until such certificate is surrendered to the corporation.  Notwithstanding the adoption of such aresolution by the board of directors, every holder of stock 

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represented by certificates and, upon request, everyholder of uncertificated shares, shall be entitled to have a certificate signedby, or in the name of the corporation by, the chairman or vice-chairman of theboard of directors, or the president or vice-president, and by the treasurer oran assistant treasurer, or the secretary or an assistant secretary of suchcorporation representing the number of shares registered in certificateform.  Any or all of the signatures onthe certificate may be a facsimile.  Incase any officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate has ceased to be such officer,transfer agent or registrar before such certificate is issued, it may be issuedby the corporation with the same effect as if he or she were such officer,transfer agent or registrar at the date of issue.

Certificates for shares shall be of such form and device as the boardof directors may designate and shall state the name of the record holder of theshares represented thereby; its number; date of issuance; the number of sharesfor which it is issued; a summary statement or reference to the powers, designations,preferences or other special rights of such stock and the qualifications,limitations or restrictions of such preferences and/or rights, if any; astatement or summary of liens, if any; a conspicuous notice of restrictionsupon transfer or registration of transfer, if any; a statement as to anyapplicable voting trust agreement; if the shares be assessable, or, ifassessments are collectible by personal action, a plain statement of suchfacts.

Upon surrender to the secretary or transfer agent of the corporation ofa certificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, it shall be the duty of thecorporation to issue a new certificate to the person entitled thereto, cancel theold certificate and record the transaction upon its books.

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

## 8.5           SPECIALDESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stockor more than one series of any class, then the powers, the designations, thepreferences and the relative, participating, optional or other special rightsof each class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights shall be set forth in full orsummarized on the face or back of the certificate that the corporation shallissue to represent such class or series of stock; provided, however, that,except as otherwise provided in Section 202 of the General Corporation Lawof Delaware, in lieu of the foregoing requirements there may be set forth onthe face or back of the certificate that the corporation shall issue torepresent such class or series of stock a statement that the corporation willfurnish without charge to each stockholder who so requests the powers, thedesignations, the preferences and the relative, participating, optional orother special 

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rights of each class of stock or series thereof andthe qualifications, limitations or restrictions of such preferences and/orrights.

 

## 8.6           LOSTCERTIFICATES

Except as provided in this Section 8.6, no new certificates forshares shall be issued to replace a previously issued certificate unless thelatter is surrendered to the corporation and cancelled at the same time.  The board of directors may, in case anyshare certificate or certificate for any other security is lost, stolen ordestroyed, authorize the issuance of replacement certificates on such terms andconditions as the board may require; the board may require indemnification ofthe corporation secured by a bond or other adequate security sufficient toprotect the corporation against any claim that may be made against it,including any expense or liability, on account of the alleged loss, theft ordestruction of the certificate or the issuance of the replacement certificate.

## 8.7           TRANSFERAGENTS AND REGISTRARS

The board of directors may appoint one or more transfer agents ortransfer clerks, and one or more registrars, each of which shall be anincorporated bank or trust company — either domestic or foreign, who shall beappointed at such times and places as the requirements of the corporation maynecessitate and the board of directors may designate.

## 8.8           CONSTRUCTION;DEFINITIONS

Unless the context requires otherwise, the general provisions, rules ofconstruction and definitions in the General Corporation Law of Delaware shallgovern the construction of these bylaws. Without limiting the generality of this provision, as used in thesebylaws, the singular number includes the plural, the plural number includes thesingular, and the term “person” includes both an entity and a natural person.

# ARTICLEIX

# AMENDMENTS

 

Any of these Bylaws may be altered, amended or repealed by theaffirmative vote of a majority of the members of the board of directors or,with respect to Bylaw amendments, excluding amendments relating toSections 2.2, 2.3, 2.9, 3.3, 3.5 or Article VI, placed before thestockholders for approval and except as otherwise provided herein or requiredby law, by the affirmative vote of the holders of a majority of the shares ofthe corporation’s stock entitled to vote, voting as one class, and with respectto Bylaw amendments relating to Sections 2.2, 2.3, 2.9, 3.3, 3.5 or Article VIplaced before the stockholders for approval and except as otherwise providedherein or required by law, by the affirmative vote of the holders of at leasttwo-thirds of the shares of the corporation’s stock entitled to vote, voting asone class.

 

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Whenever an amendment or new bylaw is adopted, it shall be copied inthe book of bylaws with the original bylaws, in the appropriate place.  If any bylaw is repealed, the fact of repealwith the date of the meeting at which the repeal was enacted or the filing ofthe operative written consent(s) shall be stated in said book.

 

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CERTIFICATE OFADOPTION OF BYLAWS

OF

COMMERCE ONE, INC.

Certificate by Secretary of Adoption by Boardof Directors

The undersigned hereby certifies that she is the duly elected,qualified, and acting Secretary of Commerce One, Inc. (the “Company”) and thatthe foregoing Bylaws are a complete and accurate copy of the Bylaws of theCompany and were approved by the directors of the Company.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand andaffixed the corporate seal this 19th day of March 2002.

                                                                                                        

                                                                                                                BethFrensilli, Secretary

 

 

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