**Exhibit 3.2**

 

**AMENDED AND RESTATED**

 

**BYLAWS**

 

**OF**

 

**ADVENT SOFTWARE, INC.**

**(a Delaware corporation)**

 

**(As of May 13, 2003)**

 

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**AMENDED AND RESTATED**

 

**BYLAWS**

 

**OF**

 

**ADVENT SOFTWARE, INC.**

(a Delaware corporation)

 

**TABLE OFCONTENTS**

 
| 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                                  | ADVANCE  NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS |
| 2.6                                  | MANNER OF  GIVING NOTICE; AFFIDAVIT OF NOTICE |
| 2.7                                  | QUORUM |
| 2.8                                  | ADJOURNED MEETING; NOTICE |
| 2.9                                  | VOTING |
| 2.10                                 | STOCKHOLDER  ACTION BY WRITTEN CONSENT WITHOUT A MEETING |
| 2.11                                 | RECORD DATE  FOR STOCKHOLDER NOTICE; VOTING |
| 2.12                                 | PROXIES |
| 2.13                                 | ORGANIZATION |
| 2.14                                 | LIST OF  STOCKHOLDERS ENTITLED TO VOTE |
| 2.15                                 | INSPECTORS OF ELECTION |
|                                 |   |
| 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 |

 

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| 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                                        |
| 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                     |
|                                                                           |                                               |
| 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                                                                            | CHIEF EXECUTIVE OFFICER                            |
| 5.8                                                                            | PRESIDENT                                          |
| 5.9                                                                            | VICE PRESIDENTS                                    |
| 5.10                                                                           | SECRETARY                                          |
| 5.11                                                                           | CHIEF FINANCIAL OFFICER                            |
| 5.12                                                                           | ASSISTANT SECRETARY                                |
| 5.13                                                                           | ADMINISTRATIVE OFFICERS                            |
| 5.14                                                                           | AUTHORITY AND DUTIES  OF OFFICERS                  |
|                                                                           |                                               |
| ARTICLE VI INDEMNIFICATION  OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS |

 

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| 6.1                              | INDEMNIFICATION  OF DIRECTORS AND OFFICERS                   |
|----------------------------------|--------------------------------------------------------------|
| 6.2                              | INDEMNIFICATION OF OTHERS                                    |
| 6.3                              | INSURANCE                                                    |
| 6.4                              | SAVINGS CLAUSE                                               |
| 6.5                              | CONTINUATION  OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES |
| 6.6                              | NON-EXCLUSIVITY OF RIGHTS                                    |
| 6.7                              | AMENDMENTS                                                   |
|                             |                                                         |
| ARTICLE VII RECORDS AND  REPORTS |
|                             |                                                         |
| 7.1                              | MAINTENANCE AND  INSPECTION OF RECORDS                       |
| 7.2                              | INSPECTION BY DIRECTORS                                      |
| 7.3                              | REPRESENTATION  OF SHARES OF OTHER CORPORATIONS              |
| 7.4                              | CERTIFICATION  AND INSPECTION OF BYLAWS                      |
|                             |                                                         |
| ARTICLE VIII GENERAL  MATTERS    |
|                             |                                                         |
| 8.1                              | RECORD  DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING       |
| 8.2                              | CHECKS;  DRAFTS; EVIDENCES OF INDEBTEDNESS                   |
| 8.3                              | FISCAL YEAR                                                  |
| 8.4                              | CORPORATE  CONTRACTS AND INSTRUMENTS:  HOW  EXECUTED    |
| 8.5                              | STOCK  CERTIFICATES; TRANSFER; PARTLY PAID SHARES            |
| 8.6                              | SPECIAL DESIGNATION  ON CERTIFICATES                         |
| 8.7                              | LOST CERTIFICATES                                            |
| 8.8                              | TRANSFER AGENTS AND  REGISTRARS                              |
| 8.9                              | CONSTRUCTION; DEFINITIONS                                    |
|                             |                                                         |
| ARTICLE IX AMENDMENTS            |

 

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**AMENDED AND RESTATED**

 

**BYLAWS**

 

**OF**

 

**ADVENT SOFTWARE, INC.**

(a Delaware corporation)

 

**ARTICLEI**

 

**CORPORATE OFFICES**

 

**1.1****                               REGISTEREDOFFICE**

 

The registeredoffice of the corporation shall be in the City of Wilmington, County of NewCastle, State of Delaware.  The name ofthe registered agent of the corporation at such location is The CorporationTrust Company.

 

**1.2****                               OTHER OFFICES**

** **

The board ofdirectors may at any time establish branch or subordinate offices at any placeor places where the corporation is qualified to do business.

 

**ARTICLEII**

 

**MEETINGS OF STOCKHOLDERS**

 

**2.1****                               PLACE OF MEETINGS**

 

Meetings ofstockholders shall be held at any place within or outside the State of Delawaredesignated by the board of directors. The board of directors may, in its sole discretion, determine that ameeting of stockholders shall not be held at any place, but may instead be heldsolely by means of remote communication as authorized by Section 211 of theGeneral Corporation Law of Delaware.  Inthe absence of any such designation, stockholders’ meetings shall be held atthe principal executive office of the corporation.

 

**2.2****                               ANNUAL MEETING**

 

The annual meetingof stockholders shall be held each year on a date and at a time designated bythe board of directors.  In the absenceof such designation, the annual meeting of stockholders

 

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shallbe held on the second Friday in June in each year at 10:00 a.m.  However, if such day falls on a legalholiday, then the meeting shall be held at the same time and place on the nextsucceeding full business day.  At themeeting, directors shall be elected, and any other proper business may betransacted.

 

**2.3****                               SPECIAL MEETING**

 

A special meetingof the stockholders may be called at any time by the board of directors, or bythe chairman of the board, the chief executive officer, or the president.

 

**2.4****                               NOTICEOF STOCKHOLDERS’ MEETINGS**

 

All notices ofmeetings of stockholders shall be sent or otherwise given in accordance withSections 2.5 and 2.6 of these bylaws not less than ten (10) nor more thansixty (60) days before the date of the meeting.  The notice shall specify the place, if any, date and hour of themeeting, the means of remote communication, if any, by which stockholders andproxy holders may be deemed to be present in person and vote at such meetingand (i) in the case of a special meeting, the purpose or purposes forwhich the meeting is called (no business other than that specified in thenotice may be transacted) or (ii) in the case of the annual meeting, thosematters which the board of directors, at the time of giving the notice, intendsto present for action by the stockholders (but any proper matter may bepresented at the meeting for such action). The notice of any meeting at which directors are to be elected shallinclude the name of any nominee or nominees who, at the time of the notice, theboard intends to present for election.

 

**2.5****                               ADVANCENOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS**

#####  

##### (a)                                  Atan annual meeting of the stockholders, only such business shall be conducted asshall have been properly brought before the meeting.  To be properly brought before an annual meeting, business mustbe: (i) specified in the notice of meeting (or any supplement thereto) given byor at the direction of the board of directors, (ii) otherwise properly broughtbefore the meeting by or at the direction of the board of directors, or (iii)otherwise properly brought before the meeting by a stockholder. For business tobe properly brought before an annual meeting by a stockholder, the stockholdermust have given timely notice thereof in writing to the secretary of thecorporation. To be timely, a stockholder’s notice must be delivered to ormailed and received at the principal executive offices of the corporation notless than one hundred twenty (120) calendar days before the one yearanniversary of the date on which the corporation first mailed its proxystatement to stockholders in connection with the previous year’s annual meetingof stockholders.  A stockholder’s noticeto the secretary shall set forth as to each matter the stockholder proposes tobring before the annual meeting: (A) a brief description of the businessdesired to be brought before the annual meeting and the reasons for conductingsuch business at the annual meeting, (B) the name and address, as they appearon the corporation’s books, of the stockholder proposing such business, (C) theclass and number of shares of the corporation that are beneficially owned bythe stockholder, (D) any material interest of the stockholder in such business,and (E) any other information that is required to be provided by thestockholder pursuant to Regulation 14A under the Securities

 

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##### Exchange Act of 1934, asamended, in his capacity as a proponent to a stockholder proposal.Notwithstanding the foregoing, in order to include information with respect toa stockholder proposal in the proxy statement and form of proxy for astockholder’s meeting, stockholders must provide notice as required by theregulations promulgated under the Securities Exchange Act of 1934, asamended.  Notwithstanding anything inthese bylaws to the contrary, no business shall be conducted at any annualmeeting except in accordance with the procedures set forth in this paragraph(a). The chairman of the annual meeting shall, if the facts warrant, determineand declare at the meeting that business was not properly brought before themeeting and in accordance with the provisions of this paragraph (a), and, if heshould so determine, he shall so declare at the meeting that any such businessnot properly brought before the meeting shall not be transacted.

#####  

### (b)                                 Onlypersons who are nominated in accordance with the procedures set forth in thisparagraph (b) shall be eligible for election as directors. Nominations ofpersons for election to the board of directors of the corporation may be madeat a meeting of stockholders by or at the direction of the board of directors orby any stockholder of the corporation entitled to vote in the election ofdirectors at the meeting who complies with the notice procedures set forth inthis paragraph (b). Such nominations, other than those made by or at thedirection of the board of directors, shall be made pursuant to timely notice inwriting to the secretary of the corporation in accordance with the provisionsof paragraph (a) of this Section 2.5. Such stockholder’s notice shall set forth(i) as to each person, if any, whom the stockholder proposes to nominate forelection or re-election as a director: (A) the name, age, business address andresidence address of such person, (B) the principal occupation or employment ofsuch person, (C) the class and number of shares of the corporation that arebeneficially owned by such person, (D) a description of all arrangements orunderstandings between the stockholder and each nominee and any other person orpersons (naming such person or persons) pursuant to which the nominations areto be made by the stockholder, and (E) any other information relating to suchperson that is required  to be disclosedin solicitations of proxies for elections of directors, or is otherwiserequired, in each case pursuant to Regulation 14A under the Securities ExchangeAct of 1934, as amended (including without limitation such person’s writtenconsent to being named in the proxy statement, if any, as a nominee and toserving as a director if elected); and (ii) as to such stockholder givingnotice, the information required to be provided pursuant to paragraph (a) ofthis Section 2.5. At the request of the board of directors, any personnominated by a stockholder for election as a director shall furnish to thesecretary of the corporation that information required to be set forth in thestockholder’s notice of nomination which pertains to the nominee. No personshall be eligible for election as a director of the corporation unlessnominated in accordance with the procedures set forth in this paragraph (b).  The chairman of the meeting shall, if thefacts warrant, determine and declare at the meeting that a nomination was notmade in accordance with the procedures prescribed by these bylaws, and if heshould so determine, he shall so declare at the meeting, and the defective nominationshall be disregarded.

###  

These provisionsshall not prevent the consideration and approval or disapproval at an annualmeeting of reports of officers, directors and committees of the board ofdirectors, but in connection therewith no new business shall be acted upon atany such meeting unless stated, filed and received as herein provided.  Notwithstanding anything in these bylaws tothe contrary, no business brought

 

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beforea meeting by a stockholder shall be conducted at an annual meeting except inaccordance with procedures set forth in this Section 2.5.

 

**2.6****                               MANNEROF GIVING NOTICE; AFFIDAVIT OF NOTICE**

 

Written notice ofany meeting of stockholders shall be given either (i) personally, (ii) by privatecourier, (iii) by first or third-class United States mail, (iv) by otherwritten communication, or (v) by other electronic or wireless means.  Notices not personally delivered shall besent charges prepaid and shall be addressed to the stockholder at the addressof that stockholder appearing on the books of the corporation or given by thestockholder to the corporation for the purpose of notice.  Notice shall be deemed to have been given atthe time when delivered personally or by courier or deposited in the mail orsent by other means of written communication or other electronic or wirelessmeans.

 

An affidavit ofthe mailing or other means of giving any notice of any stockholders’ meeting,executed by the secretary or an assistant secretary, or of any transfer agentor any other agent of the corporation giving the notice, shall be prima facieevidence of the giving of such notice.

 

**2.7****                               QUORUM**

 

The holders of amajority in voting power of the stock issued and outstanding and entitled tovote thereat, present in person or represented by proxy, shall constitute aquorum at all meetings of the stockholders for the transaction of businessexcept as otherwise provided by statute or by the certificate ofincorporation.  If, however, such quorumis not present or represented at any meeting of the stockholders, then either(i) the chairman of the meeting or (ii) the stockholders entitled tovote thereat, present in person or represented by proxy, shall have power toadjourn the meeting in accordance with Section 2.8 of these bylaws.

 

When a quorum ispresent at any meeting, the vote of the holders of a majority of the stockhaving voting power present in person or represented by proxy shall decide anyquestion brought before such meeting, unless the question is one upon which, byexpress provision of the laws of the State of Delaware or of the certificate ofincorporation or these bylaws, a different vote is required, in which case suchexpress provision shall govern and control the decision of the question.

 

If a quorum beinitially present, the stockholders may continue to transact business untiladjournment, notwithstanding the withdrawal of enough stockholders to leaveless than a quorum, if any action taken is approved by a majority of thestockholders initially constituting the quorum.

 

**2.8****                               ADJOURNEDMEETING; NOTICE**

 

When a meeting isadjourned to another time and place, unless these bylaws otherwise require,notice need not be given of the adjourned meeting if the time and place, ifany, thereof and the means of remote communications, if any, by whichstockholders and proxy holders may be deemed to be present in person and voteat such adjourned meeting are announced at the meeting at which the adjournmentis taken.  At the adjourned meeting thecorporation may transact any business

 

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thatmight have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if afterthe adjournment a new record date is fixed for the adjourned meeting, a noticeof the adjourned meeting shall be given to each stockholder of record entitledto vote at the meeting.

 

**2.9****                               VOTING**

 

The stockholdersentitled to vote at any meeting of stockholders shall be determined inaccordance with the provisions of Section 2.11 of these bylaws, subject tothe provisions of Sections 217 and 218 of the General Corporation Law ofDelaware (relating to voting rights of fiduciaries, pledgors and joint owners,and to voting trusts and other voting agreements).

 

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

 

**2.10****                        STOCKHOLDERACTION BY WRITTEN CONSENT WITHOUT A MEETING**

 

Any actionrequired or permitted to be taken at any annual or special meeting ofstockholders may be taken without a meeting, without prior notice and without avote, if a consent or consents in writing setting forth the action so takenshall be signed by the holders of outstanding stock having not less than theminimum number of votes that would be necessary to authorize or take suchaction at a meeting at which all shares entitled to vote thereon were presentand voted.  Such consents shall bedelivered to the corporation by delivery to it registered office in the stateof Delaware, its principal place of business, or an officer or agent of thecorporation having custody of the book in which proceedings of meetings ofstockholders are recorded.  Deliverymade to a corporation’s registered office shall be by hand or by certified orregistered mail, return receipt requested.

 

**2.11****                        RECORDDATE FOR STOCKHOLDER NOTICE; VOTING**

 

For purposes ofdetermining the stockholders entitled to notice of any meeting or to vote thereat,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 adopted bythe board of directors and which shall not be more than sixty(60) days nor lessthan ten (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 to vote,notwithstanding any transfer of any shares on the books of the corporationafter the record date.

 

If the board ofdirectors does not so fix a record date, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholdersshall be at the close of business on the business day next preceding the day onwhich notice is given, or, if notice is waived, at the close of business on thebusiness day next preceding the day on which the meeting is held.

 

A determination ofstockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting unless the board ofdirectors fixes a new record date for the adjourned meeting, but the board ofdirectors shall fix a new record date if the meeting is adjourned for more thanthirty (30) days from the date set for the original meeting.

 

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The record datefor any other purpose shall be as provided in Section 8.1 of these bylaws.

 

**2.12****                        PROXIES**

 

Every personentitled to vote for directors, or on any other matter, shall have the right todo so either in person or by one or more agents authorized by a written proxysigned by the person and filed with the secretary of the corporation, but nosuch proxy shall be voted or acted upon after three (3) years from its date,unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed onthe proxy (whether by manual signature, typewriting, telegraphic transmission,telefacsimile or otherwise) by the stockholder or the stockholder’sattorney-in-fact.  The revocability of aproxy that states on its face that it is irrevocable shall be governed by theprovisions of Section 212(e) of the General Corporation Law of Delaware.

 

**2.13****                        ORGANIZATION**

 

The chairman ofthe board, or in the absence of the chairman, the president, shall call themeeting of the stockholders to order, and shall act as chairman of themeeting.  In the absence of the chairmanof the board, the president, and all of the vice presidents, the stockholdersshall appoint a chairman for such meeting. The chairman of any meeting of stockholders shall determine the order ofbusiness and the procedures at the meeting, including such matters as theregulation of the manner of voting and the conduct of business.  The secretary of the corporation shall actas secretary of all meetings of the stockholders, but in the absence of thesecretary at any meeting of the stockholders, the chairman of the meeting mayappoint any person to act as secretary of the meeting.

 

**2.14****                        LISTOF STOCKHOLDERS ENTITLED TO VOTE**

 

The officer whohas charge of the stock ledger of the corporation shall prepare and make, atleast ten (10) days before every meeting of stockholders, a complete list ofthe stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. The corporation shall not be required to include electronic mailaddresses or other electronic contact information on such list.  Such list shall be open to the examinationof any stockholder, for any purpose germane to the meeting, during ordinarybusiness hours, for a period of at least ten (10) days prior to themeeting:  (i) on a reasonably accessibleelectronic network, provided that the information required to gain access tosuch list is provided with the notice of the meeting, or (ii) duringordinary business hours, at the corporation’s principal executive office.  In the event that the corporation determinesto make the list available on an electronic network, the corporation may takereasonable steps to ensure that such information is available only tostockholders of the corporation.  If themeeting is to be held at a place, then the list shall 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. 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 duringthe whole time of the meeting on a reasonably accessible electronic network,and the information required to access such list shall be provided with thenotice of the meeting.  The stock ledgershall be the only evidence as to who are the stockholders entitled to examinethe stock

 

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ledger,the list of stockholders or the books of the corporation, or to vote in personor by proxy at any meeting of stockholders and of the number of shares held byeach such stockholder.

 

**2.15****                        INSPECTORSOF ELECTION**

 

Before any meetingof stockholders, the board of directors may appoint an inspector or inspectorsof election to act at the meeting or its adjournment.  If no inspector of election is so appointed, then the chairman ofthe meeting may, and on the request of any stockholder or a stockholder’s proxyshall, appoint an inspector or inspectors of election to act at themeeting.  The number of inspectors shallbe either one (1) or three (3).  Ifinspectors are appointed at a meeting pursuant to the request of one (1) ormore stockholders or proxies, then the holders of a majority of the votingpower of shares or their proxies present at the meeting shall determine whetherone (1) or three (3) inspectors are to be appointed.  If any person appointed as inspector fails to appear or fails orrefuses to act, then the chairperson of the meeting may, and upon the requestof any stockholder or a stockholder’s proxy shall, appoint a person to fillthat vacancy.

 

Such inspectorsshall:

 

### (i)                       determinethe number of shares outstanding and the voting power of each, the number ofshares represented at the meeting, the existence of a quorum, and theauthenticity, validity, and effect of proxies;

###  

### (ii)                    receivevotes, ballots or consents;

###  

### (iii)                 hearand determine all challenges and questions in any way arising in connectionwith the right to vote;

###  

### (iv)                countand tabulate all votes or consents;

###  

### (v)                   determinewhen the polls shall close;

###  

### (vi)                determinethe result; and

###  

### (vii)             doany other acts that may be proper to conduct the election or vote with fairnessto all stockholders.

 

**ARTICLEIII**

 

**DIRECTORS**

 

**3.1****                               POWERS**

 

Subject to theprovisions of the General Corporation Law of Delaware and to any limitations inthe certificate of incorporation or these bylaws relating to action required tobe approved by the stockholders or by the outstanding shares, the business andaffairs of the corporation shall be

 

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managedand all corporate powers shall be exercised by or under the direction of theboard of directors.

 

**3.2****                               NUMBER OFDIRECTORS**

 

The board ofdirectors shall consist of five (5) members. The number of directors may be changed by an amendment to this bylaw,duly adopted by the board of directors or by the stockholders, or by a dulyadopted amendment to the certificate of incorporation.

 

**3.3****                               ELECTIONAND TERM OF OFFICE OF DIRECTORS**

 

Except as providedin Section 3.4 of these bylaws, directors shall be elected at each annualmeeting of stockholders to hold office until the next annual meeting. Eachdirector, including a director elected or appointed to fill a vacancy, shallhold office until the expiration of the term for which elected and until asuccessor has been elected and qualified. Directors need not be stockholders unless so required by the certificateof incorporation or these bylaws.  Thecertificate of incorporation or these bylaws may prescribe other qualificationsfor directors.  

 

**3.4****                               RESIGNATIONAND VACANCIES**

 

Any director mayresign effective on giving notice in writing or by electronic transmission tothe chairman of the board, the president, the secretary or the board ofdirectors, 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 theboard of directors may be filled by a majority of the remaining directors, evenif less than a quorum, or by a sole remaining director; however, a vacancycreated by the removal of a director by the vote of the stockholders or bycourt order may be filled only by the affirmative vote of a majority of theshares represented and voting at a duly held meeting at which a quorum ispresent (which shares voting affirmatively also constitute a majority of therequired quorum).  Each director soelected shall hold office until the next annual meeting of the stockholders anduntil a successor has been elected and qualified.

 

Unless otherwiseprovided in the certificate of incorporation or these bylaws:

 

### (i)                       Vacanciesand newly created directorships resulting from any increase in the authorizednumber of directors elected by all of the stockholders having the right to voteas a single class may be filled by a majority of the directors then in office,although less than a quorum, or by a sole remaining director.

###  

### (ii)                    Wheneverthe holders of any class or classes of stock or series thereof are entitled toelect one or more directors by the provisions of the certificate ofincorporation, vacancies and newly created directorships of such class orclasses or series may be filled by a majority of the

###  

### 8

### 

###  

### directors electedby such class or classes or series thereof then in office, or by a soleremaining director so elected.

###  

If at any time, byreason of death or resignation or other cause, the corporation should have nodirectors in office, then any officer or any stockholder or an executor,administrator, trustee or guardian of a stockholder, or other fiduciaryentrusted with like responsibility for the person or estate of a stockholder,may call a special meeting of stockholders in accordance with the provisions ofthe certificate of incorporation or these bylaws, or may apply to the Court ofChancery for a decree summarily ordering an election as provided inSection 211 of the General Corporation Law of Delaware.

 

If, at the time offilling any vacancy or any newly created directorship, the directors then inoffice constitute less than a majority of the whole board (as constitutedimmediately prior to any such increase), then the Court of Chancery may, uponapplication of any stockholder or stockholders holding at least ten(10) percentof the total number of the shares at the time outstanding having the right tovote for such directors, summarily order an election to be held to fill anysuch vacancies or newly created directorships, or to replace the directorschosen by the directors then in office as aforesaid, which election shall begoverned by the provisions of Section 211 of the General Corporation Lawof Delaware as far as applicable.

 

**3.5****                               REMOVAL OFDIRECTORS**

 

Unless otherwiserestricted by statute, by the certificate of incorporation or by these bylaws,any director or the entire board of directors may be removed, with or withoutcause, by the holders of a majority of the shares then entitled to vote at anelection of directors.

 

**3.6****                               PLACEOF MEETINGS; MEETINGS BY TELEPHONE**

 

Regular meetingsof the board of directors may be held at anyplace within or outside the Stateof Delaware that has been designated from time to time by resolution of theboard.  In the absence of such adesignation, regular meetings shall be held at the principal executive officeof the corporation.  Special meetings ofthe board may be held at any place within or outside the State of Delaware thathas been designated in the notice of the meeting or, if not stated in thenotice or if there is no notice, at the principal executive office of thecorporation.

 

Any meeting of theboard, regular or special, may be held by conference telephone or similarcommunication equipment, so long as all directors participating in the meetingcan hear one another; and all such participating directors shall be deemed tobe present in person at the meeting.

 

**3.7****                               FIRST MEETINGS**

 

The first meetingof each newly elected board of directors shall be held at such time and placeas shall be fixed by the vote of the stockholders at the annual meeting.  In the event of the failure of thestockholders to fix the time or place of such first meeting of the newlyelected board of directors, or in the event such meeting is not held at thetime and place so fixed by the stockholders,

 

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themeeting may be held at such time and place as shall be specified in a noticegiven as hereinafter provided for special meetings of the board of directors,or as shall be specified in a written waiver signed by all of the directors.

 

**3.8****                               REGULAR MEETINGS**

 

Regular meetingsof the board of directors may be held without notice at such time as shall fromtime to time be determined by the board of directors.  If any regular meeting day shall fall on a legal holiday, thenthe meeting shall be held at the same time and place on the next succeedingfull business day.

 

**3.9****                               SPECIALMEETINGS; NOTICE**

 

Special meetingsof the board of directors for any purpose or purposes may be called at any timeby the chairman of the board, the president, the chief executive officer, anyvice president, the secretary or any two directors.

 

Notice of the timeand place of special meetings shall be (i) delivered personally by hand, bycourier or by telephone, (ii) sent by United States first-class mail, postageprepaid (iii) sent by facsimile, or (iv) sent by electronic mail or otherelectronic or wireless means, charges prepaid, addressed to each director atthat director’s address, telephone number, facsimile number or electronic mailaddress, as the case may be, as it is shown on the records of thecorporation.  If the notice is (i)delivered personally by hand, by courier or by telephone, (ii) sent byfacsimile or (iii) sent by electronic mail or other electronic or wirelessmeans, it shall be delivered or sent at least 24 hours before the time of theholding of the meeting.  If the noticeis sent by United States mail, it shall be deposited in the United States mailat least four (4) days before the time of the holding of the meeting.  Any oral notice given personally or bytelephone may be communicated either to the director or to a person at theoffice of the director who the person giving the notice has reason to believewill promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, ifthe meeting is to be held at the principal executive office of the corporation.

 

**3.10****                        QUORUM**

 

A majority of theauthorized number of directors shall constitute a quorum for the transaction ofbusiness, except to adjourn as provided in Section 3.12 of thesebylaws.  Every act or decision done ormade by a majority of the directors present at a duly held meeting at which aquorum is present shall be regarded as the act of the board of directors, subjectto the provisions of the certificate of incorporation and applicable law.

 

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

 

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**3.11****                        WAIVER OF NOTICE**

 

Notice of ameeting 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 thanfor the express purposed of objecting at the beginning of the meeting to thetransaction of any business because the meeting is not lawfully called orconvened.  All such waivers shall be filedwith the corporate records or made part of the minutes of the meeting.  A waiver of notice need not specify thepurpose of any regular or special meeting of the board of directors.

 

**3.12****                        ADJOURNMENT**

 

A majority of thedirectors present, whether or not constituting a quorum, may adjourn any meetingof the board to another time and place.

 

**3.13****                        NOTICE OFADJOURNMENT**

 

Notice of the timeand place of holding an adjourned meeting of the board need not be given unlessthe meeting is adjourned for more than twenty-four (24) hours.  If the meeting is adjourned for more thantwenty-four (24) hours, then notice of the time and place of the adjournedmeeting shall be given before the adjourned meeting takes place, in the mannerspecified in Section 3.9 of these bylaws, to the directors who were notpresent at the time of the adjournment.

 

**3.14****                        BOARDACTION BY WRITTEN CONSENT WITHOUT A MEETING**

 

Any actionrequired or permitted to be taken by the board of directors may be takenwithout a meeting, provided that all members of the board individually orcollectively consent in writing or by electronic transmission to thataction.  Such action by written consentor electronic transmission shall have the same force and effect as a unanimousvote of the board of directors. Such written consent and any counterparts thereofor electronic transmission or transmissions shall be filed with the minutes ofthe proceedings of the board of directors.

 

**3.15****                        FEESAND COMPENSATION OF DIRECTORS**

 

Directors andmembers of committees may receive such compensation, if any, for their servicesand such reimbursement of expenses as may be fixed or determined by resolutionof the board of directors.  ThisSection 3.15 shall not be construed to preclude any director from servingthe corporation in any other capacity as an officer, agent, employee orotherwise and receiving compensation for those services.

 

**3.16****                        APPROVALOF LOANS TO OFFICERS**

 

Subject to thelast sentence hereof, the corporation may lend money to, or guarantee anyobligation of, or otherwise assist any employee of the corporation or itssubsidiaries, whenever, in the judgment of the directors, such loan, guarantyor assistance may reasonably be expected to benefit the corporation.  The loan, guaranty or other assistance maybe with or without interest and

 

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may beunsecured, or secured in such manner as the board of directors shall approve,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.  Notwithstanding the foregoing, thecorporation shall in no event make any new loan to any director or executiveofficer or make any material modification to any existing loan.

 

**ARTICLEIV**

 

**COMMITTEES**

** **

**4.1****                               COMMITTEESOF DIRECTORS**

 

The board ofdirectors may, by resolution adopted by a majority of the authorized number ofdirectors, designate one (1) or more committees, each consisting of one (1) or moreof the directors, to serve at the pleasure of the board.  The board may designate one (1) or moredirectors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee.  The appointment of members or alternate members of a committeerequires the vote of a majority of the authorized number of directors.  Any committee, to the extent provided in theresolution of the board, shall have and may exercise all the powers andauthority of the board, but no such committee shall have the power or authorityto (i) approve or adopt or recommend to the stockholders any action or matterthat requires the approval of the stockholders, (ii) amend the certificate ofincorporation (except that a committee may, to the extent authorized in theresolution or resolutions providing for the issuance of shares of stock adoptedby the board of directors as provided in Section 151(a) of the GeneralCorporation Law of Delaware, fix the designations and any of the preferences orrights of such shares relating to dividends, redemption, dissolution, anydistribution of assets of the corporation or the conversion into, or theexchange of such shares for, shares of any other class or classes or any otherseries of the same or any other class or classes of stock of the corporation),or (iii) adopt, amend, or repeal any bylaw of the corporation.

 

**4.2****                               MEETINGSAND ACTION OF COMMITTEES**

 

Meetings andactions of committees shall be governed by, and held and taken in accordancewith, the following provisions of Article III of these bylaws: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 (notice of adjournment) andSection 3.14 (board action by written consent without meeting), with suchchanges 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

 

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directorsmay adopt rules for the government of any committee not inconsistent with theprovisions of these bylaws.

 

**4.3****                               COMMITTEEMINUTES**

 

Each committeeshall keep regular minutes of its meetings and report the same to the board ofdirectors when required.

 

**ARTICLEV**

 

**OFFICERS**

** **

**5.1****                               OFFICERS**

 

The CorporateOfficers of the corporation shall be a chief executive officer, 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 theCorporate Officers of the Company described above, there may also be suchAdministrative (or non-executive) Officers of the corporation as may bedesignated and appointed from time to time by the chief executive officer ofthe corporation in accordance with the provisions of Section 5.13 of thesebylaws.

 

**5.2****                               ELECTION OFOFFICERS**

 

The CorporateOfficers of the corporation, except such officers as may be appointed inaccordance with the provisions of Section 5.3 or Section 5.5 of thesebylaws, shall be chosen by the board of directors, subject to the rights, ifany, of an officer under any contract of employment, and shall hold theirrespective offices for such terms as the board of directors may from time totime determine.

 

**5.3****                               SUBORDINATEOFFICERS**

 

The board ofdirectors may appoint, or may empower the chief executive officer to appoint,such executive officers who are not Corporate Officers as the business of thecorporation may require, each of whom shall hold office for such period, havesuch power and authority, and perform such duties as are provided in thesebylaws or as the board of directors may from time to time determine.

 

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The chief executiveofficer may from time to time designate and appoint Administrative (ornon-executive) Officers of the corporation in accordance with the provisions ofSection 5.13 of these bylaws.

 

**5.4****                               REMOVALAND RESIGNATION OF OFFICERS**

 

Subject to therights, if any, of an executive officer under any contract of employment, anyexecutive officer may be removed, either with or without cause, by the board ofdirectors at any regular or special meeting of the board or, except in case ofan executive officer chosen by the board of directors, by any Corporate Officerupon whom such power of removal may be conferred by the board of directors.

 

Any executiveofficer may resign at any time by giving written notice to thecorporation.  Any resignation shall takeeffect at the date of the receipt of that notice or at any later time specifiedin that notice; and, unless otherwise specified in that notice, the acceptanceof the resignation shall not be necessary to make it effective.  Any resignation is without prejudice to therights, if any, of the corporation under any contract to which the executiveofficer is a party.

 

Any Administrative(or non-executive) Officer may be removed, either with or without cause, at anytime by the chief executive officer. Any Administrative (or non-executive) Officer may resign at any time bygiving written notice to the chief executive officer or to the secretary of thecorporation.

 

**5.5****                               VACANCIES INOFFICES**

 

A vacancy in anyoffice because of death, resignation, removal, disqualification or any othercause shall be filled in the manner prescribed in these bylaws for regularappointments to that office.

 

**5.6****                               CHAIRMAN OFTHE BOARD**

 

The chairman ofthe board, if such an officer be elected, shall, if present, preside atmeetings of the board of directors and exercise such other powers and performsuch other duties as may from time to time be assigned to him or her by theboard of directors or as may be prescribed by these bylaws.  If there is no chairman of the board, thenthe chief executive officer of the corporation shall have the powers and dutiesprescribed herein.

 

**5.7****                               CHIEFEXECUTIVE OFFICER**

 

Subject to suchsupervisory powers, if any, as may be given by the board of directors to thechairman of the board, if there be such an officer, the chief executive officerof the corporation shall, subject to the control of the board of directors,have general supervision, direction and control of the business and theofficers of the corporation.  He or sheshall preside at all meetings of the stockholders and, in the absence ornonexistence of a chairman of the board, at all meetings of the board ofdirectors.  He or she shall have thegeneral powers and duties of management usually vested

 

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in the chiefexecutive officer of a corporation, and shall have such other powers andperform such other duties as may be prescribed by the board of directors orthese bylaws.

 

**5.8****                               PRESIDENT**

 

Subject to suchsupervisory powers, if any, as may be given by the board of directors to thechairman and chief executive officer, if there be such an officer, thepresident of the corporation shall, subject to the control of the board ofdirectors, have general supervision over the operation of the corporation,including the general powers and duties of management usually vested in theoffice of president of a corporation, and shall have such other powers andperform such other duties as may be prescribed by the board of directors orthese bylaws.

 

**5.9****                               VICE PRESIDENTS**

 

In the absence ordisability of the president, and if there is no chairman of the board or chiefexecutive officer, the vice presidents, if any, in order of their rank as fixedby the board of directors or, if not ranked, a vice president designated by theboard of directors, shall perform all the duties of the president and when soacting shall have all the powers of, and be subject to all the restrictionsupon, the president.  The vicepresidents shall have such other powers and perform such other duties as fromtime to time may be prescribed for them respectively by the board of directors,these bylaws, the chief executive officer, the president or the chairman of theboard.

 

**5.10****                        SECRETARY**

 

The secretaryshall keep or cause to be kept, at the principal executive office of thecorporation or such other place as the board of directors may direct, a book ofminutes of all meetings and actions of the board of directors, committees ofdirectors and stockholders.  The minutesshall show the time and place of each meeting, whether regular or special (and,if special, how authorized and the notice given), the names of those present atdirectors’ meetings or committee meetings, the number of shares present orrepresented at stockholders’ meetings and the proceedings thereof.

 

The secretaryshall keep, or cause to be kept, at the principal executive office of thecorporation or at the office of the corporation’s transfer agent or registrar,as determined by resolution of the board of directors, a share register or aduplicate share register, showing the names of all stockholders and theiraddresses, the number and classes of shares held by each, the number and dateof certificates evidencing such shares and the number and date of cancellationof every certificate surrendered for cancellation.

 

The secretaryshall give, or cause to be given, notice of all meetings of the stockholdersand of the board of directors required to be given by law or by thesebylaws.  He or she shall keep the sealof the corporation, if one be adopted, in safe custody and shall have suchother powers and perform such other duties as may be prescribed by the board ofdirectors or by these bylaws.

 

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**5.11****                        CHIEFFINANCIAL OFFICER**

 

The chieffinancial officer shall keep and maintain, or cause to be kept and maintained,adequate and correct books and records of accounts of the properties andbusiness transactions of the corporation, including accounts of its assets,liabilities, receipts, disbursements, gains, losses, capital, retained earningsand shares.  The books of account shallat all reasonable times be open to inspection by any director for a purposereasonably related to his position as a director.

 

The chieffinancial officer shall deposit all money and other valuables in the name andto the credit of the corporation with such depositaries as may be designated bythe board of directors. He or she shall disburse the funds of the corporationas may be ordered by the board of directors, shall render to the president anddirectors, whenever they request it, an account of all of his or hertransactions as chief financial officer and of the financial condition of thecorporation, and shall have such other powers and perform such other duties asmay be prescribed by the board of directors or these bylaws.

 

**5.12****                        ASSISTANTSECRETARY**

 

The assistantsecretary, if any, or, if there is more than one, the assistant secretaries inthe order determined by the board of directors (or if there be no suchdetermination, then in the order of their election) shall, in the absence ofthe secretary or in the event of his or her inability or refusal to act,perform the duties and exercise the powers of the secretary and shall performsuch other duties and have such other powers as the board of directors may fromtime to time prescribe.

 

**5.13****                        ADMINISTRATIVEOFFICERS**

 

In addition to theCorporate Officers of the corporation as provided in Section 5.1 of thesebylaws and such subordinate Corporate Officers as may be appointed in accordancewith Section 5.3 of these bylaws, there may also be such Administrative(or non-executive) Officers of the corporation as may be designated andappointed from time to time by the chief executive officer of the corporation.  Administrative Officers shall perform suchduties and have such powers as from time to time may be determined by the chiefexecutive officer or the board of directors in order to assist the CorporateOfficers in the furtherance of their duties. In the performance of such duties and the exercise of such powers,however, such Administrative Officers shall have limited authority to act onbehalf of the corporation as the board of directors shall establish, includingbut not limited to limitations on the dollar amount and on the scope ofagreements or commitments that may be made by such Administrative Officers onbehalf of the corporation, which limitations may not be exceeded by suchindividuals or altered by the chief executive officer without further approvalby the board of directors.

 

**5.14****                        AUTHORITYAND DUTIES OF OFFICERS**

 

In addition to theforegoing powers, authority and duties, all officers of the corporation shallrespectively have such authority and powers and perform such duties in themanagement of the business of the corporation as may be designated from time totime by the board of directors.

 

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# **ARTICLE VI**

# ** **

# **INDEMNIFICATIONOF DIRECTORS, OFFICERS, EMPLOYEESAND OTHER AGENTS**

# ** **

**6.1****                               INDEMNIFICATION OF DIRECTORS AND OFFICERS**

 

The corporationshall, to the maximum extent and in the manner permitted by the GeneralCorporation Law of Delaware as the same now exists or may hereafter be amended,indemnify any person against expenses (including attorneys’ fees), judgments,fines, and amounts paid in settlement actually and reasonably incurred inconnection with any threatened, pending or completed action, suit, orproceeding in which such person was or is a party or is threatened to be made aparty by reason of the fact that such person is or was a director or officer ofthe corporation.  For purposes of thisSection 6.1, a “director” or “officer” of the corporation shall mean anyperson (i) who is or was a director or officer of the corporation,(ii) who is or was serving at the request of the corporation as a directoror officer of another corporation, partnership, joint venture, trust or otherenterprise, or (iii) who was a director or officer of a corporation whichwas a predecessor corporation of the corporation or of another enterprise atthe request of such predecessor corporation.

 

The corporationshall be required to indemnify a director or officer in connection with anaction, suit, or proceeding (or part thereof) initiated by such director orofficer only if the initiation of such action, suit, or proceeding (or partthereof) by the director or officer was authorized by the board of Directors ofthe corporation.

 

The corporationshall pay the expenses (including attorney’s fees) incurred by a director orofficer of the corporation entitled to indemnification hereunder in defendingany action, suit or proceeding referred to in this Section 6.1 in advanceof its final disposition; provided, however, that payment of expenses incurredby a director or officer of the corporation in advance of the final dispositionof such action, suit or proceeding shall be made only upon receipt of anundertaking by the director or officer to repay all amounts advanced if itshould ultimately be determined that the director or officer is not entitled tobe indemnified under this Section 6.1 or otherwise.

 

The rightsconferred on any person by this Article shall not be exclusive of any otherrights which such person may have or hereafter acquire under any statute,provision of the corporation’s Certificate of Incorporation, these bylaws,agreement, vote of the stockholders or disinterested directors or otherwise.

 

Any repeal ormodification of the foregoing provisions of this Article shall not adverselyaffect any right or protection hereunder of any person in respect of any act oromission occurring prior to the time of such repeal or modification.

 

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**6.2****                               INDEMNIFICATIONOF OTHERS**

 

The corporationshall have the power, to the maximum extent and in the manner permitted by theGeneral Corporation Law of Delaware as the same now exists or may hereafter beamended, to indemnify any person (other than directors and officers) againstexpenses (including attorneys’ fees), judgments, fines, and amounts paid insettlement actually and reasonably incurred in connection with any threatened,pending or completed action, suit, or proceeding, in which such person was oris a party or is threatened to be made a party by reason of the fact that suchperson is or was an employee or agent of the corporation.  For purposes of this Section 6.2, an“employee” or “agent” of the corporation (other than a director or officer)shall mean any person (i) who is or was an employee or agent of thecorporation, (ii) who is or was serving at the request of the corporationas an employee or agent of another corporation, partnership, joint venture,trust or other enterprise, or (iii) who was an employee or agent of acorporation which was a predecessor corporation of the corporation or ofanother enterprise at the request of such predecessor corporation.

 

**6.3****                               INSURANCE**

 

The corporationmay purchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the corporation, or is or was serving atthe request of the corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against him or her and incurred by him or her inany such capacity, or arising out of his or her status as such, whether or notthe corporation would have the power to indemnify him or her against suchliability under the provisions of the General Corporation Law of Delaware.

 

**6.4****                               SAVINGS CLAUSE**

 

If thisArticle VI or any portion thereof shall be invalidated on any ground byany court of competent jurisdiction, then the corporation shall neverthelessindemnify each director, officer, employee or agent of the corporation againstexpenses (including attorney’s fees), judgments, fines and amounts paid insettlement with respect to any action, suit, proceeding or investigation,whether civil, criminal or administrative, and whether internal or external,including a grand jury proceeding and an action or suit brought by or in the rightof the corporation, to the full extent permitted by any applicable portion ofthis Article that shall not have been invalidated, or by any other applicablelaw.

 

**6.5****                               CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES**

 

Theindemnification and advancement of expenses provided by, or granted pursuantto, this Article VI shall, unless otherwise prided when authorized orratified, continue as to a person who has ceased to be a director, officer,employee or agent and shall inure to the benefit of the heirs, executors andadministrators of such a person.

 

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**6.6****                               NON-EXCLUSIVITYOF RIGHTS**

 

The rightsconferred on any person by this bylaw shall not be exclusive of any other rightwhich such person may have or hereafter acquire under any statute, provision ofthe certificate of incorporation, bylaws, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in his officialcapacity and as to action in another capacity while holding office. Thecorporation is specifically authorized to enter into individual contracts withany or all of its directors, officers, employees or agents respectingindemnification and advances, to the fullest extent not prohibited by theGeneral Corporation Law of Delaware.

 

**6.7****                               AMENDMENTS**

 

Any repeal ormodification of this bylaw shall only be prospective and shall not affect therights under this bylaw in effect at the time of the alleged occurrence of anyaction or omission to act that is the cause of any proceeding against any agentof the corporation.

 

# **ARTICLE VII**

# ** **

# **RECORDSAND REPORTS**

# ** **

**7.1****                               MAINTENANCEAND INSPECTION OF RECORDS**

 

The corporationshall, either at its principal executive office or at such place or places asdesignated by the board of directors, keep a record of its stockholders listingtheir names and addresses and the number and class of shares held by eachstockholder, a copy of these bylaws as amended to date, accounting books andother records of its business and properties.

 

Any stockholder ofrecord, in person or by attorney or other agent, shall, upon written demandunder oath stating the purpose thereof, have the right during the usual hoursfor 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 copiesor extracts therefrom.  A proper purposeshall mean a purpose reasonably related to such person’s interest as astockholder.  In every instance where anattorney or other agent is the person who seeks the right to inspection, thedemand under oath shall be accompanied by a power of attorney or such otherwriting that authorizes the attorney or other agent to so act on behalf of thestockholder. The demand under oath shall be directed to the corporation at itsregistered office in Delaware or at its principal place of business.

 

**7.2****                               INSPECTIONBY DIRECTORS**

 

Any director shallhave the right to examine the corporation’s stock ledger, a list of itsstockholders and its other books and records for a purpose reasonably relatedto his or her position as a director.

 

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**7.3****                               REPRESENTATIONOF SHARES OF OTHER CORPORATIONS**

 

The chairman ofthe board, if any, the chief executive officer, the president, any vicepresident, the chief financial officer, the secretary or any assistantsecretary of this corporation, or any other person authorized by the board ofdirectors or the president or a vice president, is authorized to vote,represent and exercise on behalf of this corporation all rights incident to anyand all shares of the stock of any other corporation or corporations standingin the name of this corporation.  Theauthority herein granted may be exercised either by such person directly or byany other person authorized to do so by proxy or power of attorney dulyexecuted by such person having the authority.

 

**7.4****                               CERTIFICATIONAND INSPECTION OF BYLAWS**

 

The original or acopy of these bylaws, as amended or otherwise altered to date, certified by thesecretary, shall be kept at the corporation’s principal executive office andshall be open to inspection by the stockholders of the corporation, at allreasonable times during office hours.

 

# **ARTICLE VIII**

# ** **

# **GENERALMATTERS**

# ** **

**8.1****                               RECORDDATE FOR PURPOSES OTHER THAN NOTICE AND VOTING**

 

For purposes ofdetermining the stockholders entitled to receive payment of any dividend orother distribution or allotment of any rights or the stockholders entitled toexercise 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 not precede the date upon which theresolution fixing the record date is adopted and which shall not be more thansixty (60) days before any such action. In that case, only stockholders of record at the close of business onthe date so fixed are entitled to receive the dividend, distribution orallotment of rights, or to exercise such rights, as the case may be,notwithstanding any transfer of any shares on the books of the corporationafter the record date so fixed, except as otherwise provided by law.

 

If the board ofdirectors does not so fix a record date, then the record date for determiningstockholders for any such purpose shall be at the close of business on the dayon which the board of directors adopts the applicable resolution.

 

**8.2****                               CHECKS;DRAFTS; EVIDENCES OF INDEBTEDNESS**

 

From time to time,the board of directors shall determine by resolution which person or personsmay sign or endorse all checks, drafts, other orders for payment of money,notes or other evidences of indebtedness that are issued in the name of orpayable to the corporation, and only the persons so authorized shall sign orendorse those instruments.

 

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**8.3****                               FISCAL YEAR**

 

The fiscal year ofthe corporation shall be fixed by resolution of the board of directors.

 

**8.4****                               CORPORATECONTRACTS AND INSTRUMENTS:  HOW EXECUTED**

 

The board ofdirectors, except as otherwise provided in these bylaws, may authorize andempower any officer or officers, or agent or agents, to enter into any contractor execute any instrument in the name of and on behalf of the corporation; suchpower and authority may be general or confined to specific instances.  Unless so authorized or ratified by theboard of directors or within the agency power of an officer, no officer, agentor employee shall have any power or authority to bind the corporation by anycontract or engagement or to pledge its credit or to render it liable for anypurpose or for any amount.

 

**8.5****                               STOCKCERTIFICATES; TRANSFER; PARTLY PAID SHARES**

 

The shares of thecorporation shall be represented by certificates, provided that the board ofdirectors of the corporation may provide by resolution or resolutions that someor all of any or all classes or series of its stock shall be uncertificatedshares.  Any such resolution shall notapply to shares represented by a certificate until such certificate issurrendered to the corporation. Notwithstanding the adoption of such a resolution by the board ofdirectors, every holder of stock represented by certificates and, upon request,every holder of uncertificated shares, shall be entitled to have a certificatesigned by, or in the name of the corporation by, the chairman or vice-chairmanof the board of directors, or the president or vice-president, and by thetreasurer or an assistant treasurer, or the secretary or an assistant secretaryof such corporation 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 forshares shall be of such form and device as the board of directors may designateand shall state the name of the record holder of the shares representedthereby; its number; date of issuance; the number of shares for which it isissued; 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 tothe secretary or transfer agent of the corporation of a certificate for sharesduly endorsed or accompanied by proper evidence of succession, assignment orauthority to transfer, it shall be the duty of the corporation to issue a newcertificate to the person entitled thereto, cancel the old certificate andrecord the transaction upon its books.

 

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The corporationmay issue the whole or any part of its shares as partly paid and subject tocall for the remainder of the consideration to be paid therefor.  Upon the face or back of each stockcertificate issued to represent any such partly paid shares, or upon the booksand 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 paidthereon shall be stated.  Upon thedeclaration of any dividend on fully paid shares, the corporation shall declarea dividend upon partly paid shares of the same class, but only upon the basisof the percentage of the consideration actually paid thereon.

 

**8.6****                               SPECIALDESIGNATION ON CERTIFICATES**

 

If the corporationis authorized to issue more than one class of stock or more than one series ofany class, then the powers, the designations, the preferences and the relative,participating, optional or other special rights of each class of stock orseries thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights shall be set forth in full or summarized on the faceor back of the certificate that the corporation shall issue to represent suchclass or series of stock; provided, however, that, except as otherwise providedin Section 202 of the General Corporation Law of Delaware, in lieu of theforegoing requirements there may be set forth on the face or back of thecertificate that the corporation shall issue to represent such class or seriesof stock a statement that the corporation will furnish without charge to eachstockholder who so requests the powers, the designations, the preferences andthe relative, participating, optional or other special rights of each class ofstock or series thereof and the qualifications, limitations or restrictions ofsuch preferences and/or rights.

 

**8.7****                               LOSTCERTIFICATES**

 

Except as providedin this Section 8.7, no new certificates for shares shall be issued toreplace a previously issued certificate unless the latter is surrendered to thecorporation and cancelled at the same time. The board of directors may, in case any share certificate or certificatefor any other security is lost, stolen or destroyed, authorize the issuance ofreplacement certificates on such terms and conditions as the board may require;the board may require indemnification of the corporation secured by a bond orother adequate security sufficient to protect the corporation against any claimthat may be made against it, including any expense or liability, on account ofthe alleged loss, theft or destruction of the certificate or the issuance ofthe replacement certificate.

 

**8.8****                               TRANSFERAGENTS AND REGISTRARS**

 

The board ofdirectors may appoint one or more transfer agents or transfer clerks, and oneor more registrars, each of which shall be an incorporated bank or trustcompany — either domestic or foreign, who shall be appointed at such times andplaces as the requirements of the corporation may necessitate and the board ofdirectors may designate.

 

**8.9****                               CONSTRUCTION;DEFINITIONS**

 

Unless the contextrequires otherwise, the general provisions, rules of construction anddefinitions in the General Corporation Law of Delaware shall govern theconstruction of these

 

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bylaws.  Without limiting the generality of thisprovision, as used in these bylaws, the singular number includes the plural, theplural number includes the singular, and the term “person” includes both anentity and a natural person.

 

# **ARTICLE IX**

# ** **

# **AMENDMENTS**

# ** **

The original orother bylaws of the corporation may be adopted, amended or repealed by thestockholders entitled to vote; provided, however, that the corporation may, inits certificate of incorporation, confer the power to adopt, amend or repealbylaws upon the directors.  The factthat such power has been so conferred upon the directors shall not divest thestockholders of the power, nor limit their power to adopt, amend or repealbylaws.

 

Whenever anamendment or new bylaw is adopted, it shall be copied in the book of bylawswith the original bylaws, in the appropriate place.  If any bylaw is repealed, the fact of repeal with the date of themeeting at which the repeal was enacted or the filing of the operative writtenconsent(s) shall be stated in said book.

 

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