**Exhibit 3.2**

 

CHANNELL COMMERCIAL CORPORATION

 

BYLAWS

 

[Conformed to reflect December 19, 2007 amendment]

 

 

TABLE OF CONTENTS

 
| ** **                                                                   | **Page**                                                                    |
|------------------------------------------------------------------------------|-----------------------------------------------------------------------------|
| ARTICLE  I  OFFICES                                                | 1                                                                           |
|                                                                         | Section 1.  Registered Office                                          | 1 |
|                                                                         | Section 2.  Corporate Headquarters                                     | 1 |
|                                                                         | Section 3.  Other Offices                                              | 1 |
|                                                                         |                                                                        |   |
| ARTICLE  II  MEETINGS OF STOCKHOLDERS                              | 1                                                                           |
|                                                                         | Section 1.  Place of Meetings                                          | 1 |
|                                                                         | Section 2.  Annual Meeting                                             | 1 |
|                                                                         | Section 3.  Special Meetings                                           | 1 |
|                                                                         | Section 4.  Notice of Meetings                                         | 1 |
|                                                                         | Section 5.  Quorum; Adjournment                                        | 2 |
|                                                                         | Section 6.  Proxies and Voting                                         | 2 |
|                                                                         | Section 7.  Stock List                                                 | 3 |
|                                                                         |                                                                        |   |
| ARTICLE  III  BOARD OF DIRECTORS                                   | 3                                                                           |
|                                                                         | Section 1.  Duties and Powers                                          | 3 |
|                                                                         | Section 2.  Number and Term of Office                                  | 4 |
|                                                                         | Section 3.  Vacancies                                                  | 4 |
|                                                                         | Section 4.  Meetings                                                   | 4 |
|                                                                         | Section 5.  Quorum                                                     | 5 |
|                                                                         | Section 6.  Actions of Board Without a Meeting                         | 5 |
|                                                                         | Section 7.  Meetings by Means of Conference Telephone                  | 5 |
|                                                                         | Section 8.  Committees                                                 | 5 |
|                                                                         | Section 9.  Compensation                                               | 6 |
|                                                                         | Section 10.  Removal                                                   | 6 |
|                                                                         |                                                                        |   |
| ARTICLE  IV  OFFICERS                                              | 6                                                                           |
|                                                                         | Section 1.  General                                                    | 6 |
|                                                                         | Section 2.  Election; Term of Office                                   | 6 |
|                                                                         | Section 3.  Chairman of the Board                                      | 6 |
|                                                                         | Section 4.  Chief Executive Officer                                    | 7 |
|                                                                         | Section 5.  President                                                  | 7 |
|                                                                         | Section 6.  Vice President                                             | 7 |
|                                                                         | Section 7.  Secretary                                                  | 7 |
|                                                                         | Section 8.  Assistant Secretaries                                      | 8 |
|                                                                         | Section 9.  Treasurer                                                  | 8 |
|                                                                         | Section 10.  Assistant Treasurers                                      | 8 |
|                                                                         | Section 11.  Other Officers                                            | 8 |
|                                                                         |                                                                        |   |
| ARTICLE  V  STOCK                                                  | 8                                                                           |
|                                                                         | Section 1.  Form of Certificates                                  | 8 |
|                                                                         | Section 2.  Signatures                                                 | 9 |
|                                                                         | Section 3.  Lost Certificates                                          | 9 |
|                                                                         | Section 4.  Transfers                                                  | 9 |
|                                                                         | Section 5.  Record Date                                                | 9 |
|                                                                         | Section 6.  Beneficial Owners                                          | 10 |
|                                                                         | Section 7.  Voting Securities Owned by the Corporation                 | 10 |
|                                                                         |                                                                        |   |
| ARTICLE  VI  NOTICES                                               | 10                                                                          |
|                                                                         | Section 1.  Notices                                                    | 10 |
|                                                                         | Section 2.  Waiver of Notice                                           | 10 |
|                                                                         |                                                                        |   |
| ARTICLE  VII  GENERAL PROVISIONS                                   | 11                                                                          |
|                                                                         | Section 1.  Dividends                                                  | 11 |
|                                                                         | Section 2.  Disbursements                                              | 11 |
|                                                                         | Section 3.  Corporation Seal                                           | 11 |
|                                                                         |                                                                        |   |
| ARTICLE  VIII   DIRECTORS’ LIABILITY AND INDEMNIFICATION | 11                                                                          |
|                                                                         | Section 1.  Directors’ Liability                                  | 11 |
|                                                                         | Section 2.  Right to Indemnification                                   | 11 |
|                                                                         | Section 3.  Right to Advancement of Expenses                           | 12 |
|                                                                         | Section 4.  Right of Indemnitee to Bring Suit                          | 12 |
|                                                                         | Section 5.  Non-Exclusivity of Rights                                  | 13 |
|                                                                         | Section 6.  Insurance                                                  | 13 |
|                                                                         | Section 7.  Indemnification of Employees and Agents of the Corporation | 13 |
|                                                                         | Section 8.  Amendment                                                  | 13 |
|                                                                         |                                                                        |   |
| ARTICLE  IX  AMENDMENTS                                            | 14                                                                          |

 

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BYLAWS

 

OF

 

CHANNELL COMMERCIAL CORPORATION

 

(hereinafter called the “Corporation”)

 

 

ARTICLE I

 

OFFICES

 

Section 1.  Registered Office.  The registered office of the Corporationshall be in the City of Dover, County of Kent, State of Delaware.

 

Section 2.  Corporate Headquarters.  The corporate headquarters of the Corporationshall be in the City of Temecula, California.

 

Section 3.  Other Offices.  The Corporation may also have offices at suchother places both within and without the State of Delaware as the Board ofDirectors may from time to time determine.

 

ARTICLE II

 

MEETINGS OF STOCKHOLDERS

 

Section 1.  Place of Meetings.  Meetings of the stockholders for the electionof directors or for any other purpose shall be held at such time and place,either within or without the State of Delaware, as shall be designated fromtime to time by the Board of Directors or the officer of the Corporationcalling the meeting as authorized by the Corporation’s Certificate ofIncorporation and stated in the notice of the meeting or in a duly executedwaiver of notice thereof.

 

Section 2.  Annual Meeting.  Each Annual Meeting of Stockholders shall beheld on such date and at such time as shall be designated from time to time bythe Board of Directors and stated in the notice of the meeting, at whichmeetings the stockholders shall elect by a plurality vote a Board of Directors,and transact such other business as may properly be brought before the meeting.

 

Section 3.  Special Meetings.  Special meetings of the stockholders, otherthan those required by statute, may be called only as provided, and for thepurposes specified, in the Corporation’s Certificate of Incorporation.

 

Section 4.  Notice of Meetings.  Written notice of the place, date, and timeof all meetings of the stockholders shall be given not less than ten (10) normore than sixty (60) days before the date on which the meeting is to be held,to each stockholder entitled to vote at such meeting, except as otherwiseprovided herein or as required from time to time by the Delaware GeneralCorporation Law or the Certificate of Incorporation.  The notice of a special meeting shall alsostate the purpose or purposes for which the meeting is called.

 

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Section 5.  Quorum; Adjournment.  At any meeting of the stockholders, theholders of a majority of all of the shares of the stock entitled to vote at themeeting, present in person or by proxy, shall constitute a quorum for allpurposes, unless or except to the extent that the presence of a larger numbermay be required by law or the Certificate of Incorporation.  If a quorum shall fail to attend any meeting,the chairman of the meeting or the holders of a majority of the shares of stockentitled to vote who are present, in person or by proxy, may adjourn themeeting to another place, date, or time without notice other than announcementat the meeting, until a quorum shall be present or represented.

 

Whena meeting is adjourned to another place, date or time, written notice need notbe given of the adjourned meeting if the place, date and time thereof areannounced at the meeting at which the adjournment is taken; provided, however,that if the date of any adjourned meeting is more than thirty (30) days afterthe date for which the meeting was originally noticed, or if a new record dateis fixed for the adjourned meeting, written notice of the place, date and timeof the adjourned meeting shall be given in conformity herewith.  At any adjourned meeting, any business may betransacted which might have been transacted at the original meeting.

 

Section 6.  Proxies and Voting.  At any meeting of the stockholders, everystockholder entitled to vote may vote in person or by proxy authorized by aninstrument in writing filed in accordance with the procedure established forthe meeting.

 

Eachstockholder shall have one vote for every share of stock entitled to vote whichis registered in his name on the record date for the meeting, except asotherwise provided herein or required by law or the Certificate ofIncorporation.

 

Allvoting, including on the election of directors but excepting where otherwiseprovided herein or required by law or the Certificate of Incorporation, may beby a voice vote; provided, however, that upon demand therefor by a stockholderentitled to vote or such stockholder’s proxy, or at the discretion of thechairperson of the meeting, a stock vote shall be taken. Every stock vote shallbe taken by ballots, each of which shall state the name of the stockholder orproxy voting and such other information as may be required under the procedureestablished for the meeting.  Every votetaken by ballots shall be counted by an inspector or inspectors appointed bythe Board of Directors or the chairperson of the meeting.

 

Allelections shall be determined by a plurality of the votes cast, and except asotherwise required by law or the Certificate of Incorporation, all othermatters shall be determined by a majority of the votes cast.

 

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Section 7.  Stock List.  A complete list of stockholders entitled tovote at any meeting of stockholders, arranged in alphabetical order for eachclass of stock and showing the address of each such stockholder and the numberof shares registered in such stockholder’s name, shall be open to theexamination of any such stockholder, for any purpose germane to the meeting,during ordinary business hours for a period of at least ten (10) daysprior to the meeting, either at a place within the city where the meeting is tobe held, which place shall be specified in the notice of the meeting, or if notso specified, at the place where the meeting is to be held.

 

Thestock list shall also be kept at the place of the meeting during the whole timethereof and shall be open to the examination of any such stockholder who ispresent.  This list shall presumptivelydetermine the identity of the stockholders entitled to vote at the meeting andthe number of shares held by each of them.

 

ARTICLE III

 

BOARD OF DIRECTORS

 

Section 1.  Duties and Powers.  The business of the Corporation shall bemanaged by or under the direction of the Board of Directors which may exerciseall such powers of the Corporation and do all such lawful acts and things asare not by law or by the Certificate of Incorporation or by these Bylawsdirected or required to be exercised or done by the stockholders.

 

Section 2.  Number and Term of Office.  The Board of Directors shall consist of one (1) ormore members.  The number of directorsshall be fixed and may be changed from time to time by resolution duly adoptedby a majority of the directors then in office, except as otherwise provided bylaw or the Certificate of Incorporation. Except as provided in Section 3 of this Article, directors shall beelected by the holders of record of a plurality of the votes cast at AnnualMeetings of Stockholders.  Any directormay resign at any time upon written notice to the Corporation.  Directors need not be stockholders.

 

Thedirectors, other than those who may be elected by the holders of any class orseries of stock having a preference over the Common Stock as to dividends orupon liquidation, shall be classified, with respect to the time for which theyseverally hold office, into three classes: Class I, Class II and Class III.  Each class shall consist, as nearly as may bepossible, of one-third of the whole number of the Board of Directors.  The terms of office of the initial classes ofdirectors shall be as follows:  the Class IDirectors shall be elected to hold office for a term to expire at the firstannual meeting of stockholders thereafter, or until his or her earlierresignation or removal; the Class II Directors shall be elected to holdoffice for a term to expire at the second annual meeting of stockholdersthereafter, or until his or her earlier resignation or removal; and the Class IIIDirectors shall be elected to hold office for a term to expire at the thirdannual meeting of stockholders thereafter, or until his or her earlierresignation or removal, and in the case of each class, until their respectivesuccessors are duly elected and qualified. At each annual meeting ofstockholders the directors elected to succeed those whose terms have expiredshall be identified as being of the same class as the directors they succeedand shall be elected to hold office for a term to expire at the third annualmeeting of stockholders after their election, or until his or her earlierresignation or removal, and until their respective successors are duly electedand qualified.  This paragraph of Article III,Section 2 is also contained in Article TEN, Section (A) ofthe Corporation’s Certificate of Incorporation, and accordingly, may bealtered, amended or repealed only to the extent and at the time the comparableCertificate Article is altered, amended or repealed.

 

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Section 3.  Vacancies.  Except as otherwise fixed pursuant to theprovisions of Article FOUR of the Corporation’s Certificate ofIncorporation relating to the rights of the holders of any class or series ofstock having a preference over the Common Stock as to dividends or uponliquidation to elect directors:

 

(a) In case of any increase in the number of directors, the additional director ordirectors, and in case of any vacancy in the Board of Directors due to death,resignation, removal, disqualification or any other reason, the successors tofill the vacancies, shall be elected by a majority of the directors then inoffice, even though less than a quorum, or by a sole remaining director, and the director or directors so chosen shallhold office until the next Annual Meeting or special meeting of stockholdersduly called for that purpose and until their successors are duly elected andqualified, or until their earlier resignation or removal.

 

(b) Directors appointed in the manner provided in paragraph (a) to newlycreated directorships resulting from any increase in the authorized number ofdirectors or any vacancies on the Board of Directors resulting from death,resignation, removal, disqualification or any other cause shall hold office fora term expiring at the next annual meeting of stockholders at which the term ofthe class to which they have been elected expires.

 

(c) No decrease in the number of directors constituting the Board of Directorsshall shorten the term of any incumbent director.

 

ThisArticle III, Section 3 is also contained in Article TEN, Section (B) ofthe Corporation’s Certificate of Incorporation, and accordingly, may bealtered, amended or repealed only to the extent and at the time the comparableCertificate Article is altered, amended or repealed.

 

Section 4.  Meetings.  The Board of Directors of the Corporation mayhold meetings, both regular and special, either within or without the State ofDelaware.  The first meeting of eachnewly-elected Board of Directors shall be held immediately following the AnnualMeeting of Stockholders and no notice of such meeting shall be necessary to begiven the newly-elected directors in order legally to constitute the meeting,provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice atsuch time and at such place as may from time to time be determined by the Boardof Directors.  Special meetings of theBoard of Directors may be called by the Chairman of the Board, the President ora majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall begiven to each director either by mail not less than forty-eight (48 ) hoursbefore the date of the meeting, by telephone, telegram or facsimiletransmission on twenty-four (24) hours notice, or on such shorter notice as theperson or persons calling such meeting may deem necessary or appropriate in thecircumstances.  Meetings may be held atany time without notice if all the directors are present or if all those notpresent waive such notice in accordance with Section 2 of Article VIof these Bylaws.

 

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Section 5.  Quorum.  Except as may be otherwise specificallyprovided by law, the Certificate of Incorporation or these Bylaws, at allmeetings of the Board of Directors, a majority of the directors then in officeshall constitute a quorum for the transaction of business and the act of amajority of the directors present at any meeting at which there is a quorum shallbe the act of the Board of Directors.  Ifa quorum shall not be present at any meeting of the Board of Directors, thedirectors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be present.

 

Section 6.  Actions of Board Without a Meeting.  Unless otherwise provided by the Certificateof Incorporation or these Bylaws, any action required or permitted to be takenat any meeting of the Board of Directors or of any committee thereof may betaken without a meeting if all members of the Board of Directors or committee,as the case may be, consent thereto in writing, and the writing or writings arefiled with the minutes of proceedings of the Board of Directors or committee.

 

Section 7.  Meetings by Means of Conference Telephone.  Unless otherwise provided by the Certificateof Incorporation or these Bylaws, members of the Board of Directors of theCorporation, or any committee designated by the Board of Directors, mayparticipate in a meeting of the Board of Directors or such committee by meansof a conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and participationin a meeting pursuant to this Section 7 shall constitute presence inperson at such meeting.

 

Section 8.  Committees.  The Board of Directors may, by resolutionpassed by a majority of the directors then in office, designate one or morecommittees, each committee to consist of one or more of the directors of theCorporation.  The Board of Directors maydesignate one or more directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of any suchcommittee.  In the absence or disqualificationof a member of a committee, and in the absence of a designation by the Board ofDirectors of an alternate member to replace the absent or disqualified member,the member or members thereof present at any meeting and not disqualified fromvoting, whether or not such members constitute a quorum, may unanimouslyappoint another member of the Board of Directors to act at the meeting in theplace of any such absent or disqualified member.  Any committee, to the extent allowed by lawand provided in the Bylaw or resolution establishing such committee, shall haveand may exercise all the powers and authority of the Board of Directors in themanagement of the business and affairs of the Corporation, and may authorizethe seal of the Corporation to be affixed to all papers which may requireit.  Each committee shall keep regularminutes and report to the Board of Directors when required.

 

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Section 9.  Compensation.  Unless otherwise restricted by the Certificateof Incorporation or these Bylaws, the Board of Directors shall have theauthority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at eachmeeting of the Board of Directors and may be paid a fixed sum for attendance ateach meeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any directorfrom serving the Corporation in any other capacity and receiving compensationtherefor.  Members of special or standingcommittees may be allowed like compensation for attending committee meetings.

 

Section 10.  Removal.  Any director or directors may be removed fromoffice only as provided in the Corporation’s Certificate of Incorporation.

 

ARTICLE IV

 

OFFICERS

 

Section 1.  General.  The officers of the Corporation shall beappointed by the Board of Directors and shall consist of a Chairman of theBoard, a Chief Executive Officer, a President, such number of Vice Presidentsas the Board of Directors shall elect from time to time, a Secretary, aTreasurer (or a position with the duties and responsibilities of a Treasurer)and such other officers and assistant officers (if any) as the Board ofDirectors may from time to time appoint. Any number of offices may be held by the same person, unless theCertificate of Incorporation or these Bylaws otherwise provide.

 

Section 2.  Election; Term of Office.  The Board of Directors at its first meetingheld after each Annual Meeting of Stockholders shall elect a Chairman of theBoard or a President, or both, a Secretary and a Treasurer (or a position withthe duties and responsibilities of a Treasurer), and may also elect at thatmeeting or any other meeting, such other officers and agents as it shall deemnecessary or appropriate.  Each officerof the Corporation shall exercise such powers and perform such duties as shallbe determined from time to time by the Board of Directors together with thepowers and duties customarily exercised by such officer; and each officer ofthe Corporation shall hold office until such officer’s successor is elected andqualified or until such officer’s earlier resignation or removal.  Any officer may resign at any time uponwritten notice to the Corporation.  TheBoard of Directors may at any time, with or without cause, by the affirmativevote of a majority of directors then in office, remove any officer.

 

Section 3.  Chairman of the Board.  The Chairman of the Board shall preside atall meetings of the stockholders and the Board of Directors and shall have suchother duties and powers as may be prescribed by the Board of Directors fromtime to time.  The Board of Directors mayalso designate one of its members as Vice Chairman of the Board.  The Vice Chairman of the Board shall, duringthe absence or inability to act of the Chairman of the Board, have the powersand perform the duties of the Chairman of the Board, and shall have such otherpowers and perform such other duties as shall be prescribed from time to timeby the Board of Directors.

 

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Section 4.  Chief Executive Officer.  The Chief Executive Officer shall havegeneral charge and control over the affairs of the Corporation, subject to theBoard of Directors, shall see that all orders and resolutions of the Board ofDirectors are carried out, shall report thereon to the Board of Directors, andshall have such other powers and perform such other duties as shall beprescribed from time to time by the Board of Directors.

 

Section 5.  President.  The President shall have general and activemanagement of the business of the Corporation and shall see that all orders andresolutions of the Board of Directors are carried into effect.  The President shall have and exercise suchfurther powers and duties as may be specifically delegated to or vested in thePresident from time to time by these Bylaws or the Board of Directors.  In the absence of the Chairman of the Boardor the Vice Chairman of the Board (if any) or in the event of the inability ofor refusal to act by the Chairman of the Board or the Vice Chairman of theBoard (if any), or if the Board has not designated a Chairman or Vice Chairman,the President shall perform the duties of the Chairman of the Board, and whenso acting, shall have all of the powers and be subject to all of therestrictions upon the Chairman of the Board.

 

Section 6.  Vice President.  In the absence of the President or in theevent of his inability or refusal to act, the Vice President (or in the eventthere be more than one vice president, the vice presidents in the orderdesignated by the directors, or in the absence of any designation, then in theorder of their election) shall perform the duties of the President, and when soacting, shall have all the powers of and be subject to all the restrictionsupon the President.  The vice presidentsshall perform such other duties and have such other powers as the Board ofDirectors or the President may from time to time prescribe.

 

Section 7.  Secretary.  The Secretary shall attend all meetings ofthe Board of Directors and all meetings of stockholders and record all theproceedings thereat in a book or books to be kept for that purpose; theSecretary shall also perform like duties for the standing committees whenrequired.  The Secretary shall give, orcause to be given, notice of all meetings of the stockholders and specialmeetings of the Board of Directors, and shall perform such other duties as maybe prescribed by the Board of Directors or the President.  If the Secretary shall be unable or shallrefuse to cause to be given notice of all meetings of the stockholders andspecial meetings of the Board of Directors, and if there be no AssistantSecretary, then either the Board of Directors or the President may chooseanother officer to cause such notice to be given.  The Secretary shall have custody of the sealof the Corporation and the Secretary or any Assistant Secretary, if there beone, shall have authority to affix the same to any instrument requiring it andwhen so affixed, it may be attested by the signature of the Secretary or by thesignature of any such Assistant Secretary. The Board of Directors may give general authority to any other officerto affix the seal of the Corporation and to attest the affixing by his or hersignature.  The Secretary shall see thatall books, reports, statements, certificates and other documents and recordsrequired by law to be kept or filed are properly kept or filed, as the case maybe.

 

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Section 8.  Assistant Secretaries.  Except as may be otherwise provided in theseBylaws, Assistant Secretaries, if there be any, shall perform such duties andhave such powers as from time to time may be assigned to them by the Board ofDirectors, the President, or the Secretary, and shall have the authority toperform all functions of the Secretary, and when so acting, shall have all thepowers of and be subject to all the restrictions upon the Secretary.

 

Section 9.  Treasurer.  The Treasurer shall have the custody of thecorporate funds and securities, shall keep complete and accurate accounts ofall receipts and disbursements of the Corporation, and shall deposit all moniesand other valuable effects of the Corporation in its name and to its credit insuch banks and other depositories as may be designated from time to time by theBoard of Directors.  The Treasurer shalldisburse the funds of the Corporation, taking proper vouchers and receipts forsuch disbursements.  The Treasurer shall,when and if required by the Board of Directors, give and file with theCorporation a bond, in such form and amount and with such surety or sureties asshall be satisfactory to the Board of Directors, for the faithful performanceof his or her duties as Treasurer.  TheTreasurer shall have such other powers and perform such other duties as theBoard of Directors or the President shall from time to time prescribe.

 

Section 10.  Assistant Treasurers.  Except as may be otherwise provided in theseBylaws, Assistant Treasurers, if there be any, shall perform such duties andhave such powers as from time to time may be assigned to them by the Board ofDirectors, the President, or the Treasurer, and shall have the authority toperform all functions of the Treasurer, and when so acting, shall have all thepowers of and be subject to all the restrictions upon the Treasurer.

 

Section 11.  Other Officers.  Such other officers as the Board of Directorsmay choose shall perform such duties and have such powers as from time to timemay be assigned to them by the Board of Directors.  The Board of Directors may delegate to anyother officer of the Corporation the power to choose such other officers and toprescribe their respective duties and powers.

 

ARTICLE V

 

STOCK

 

Section 1.  Certificates of Stock.  The shares of stock of the Corporation shallbe represented by certificates, provided that the Board of Directors mayprovide by resolution or resolutions that some or all of any or all classes orseries of the Corporation’s stock shall be uncertificated shares.  Any such resolution shall not apply to sharesrepresented by a certificate until such certificate is surrendered to theCorporation.  Every holder of a stockrepresented by certificates shall be entitled to a certificate signed by, or inthe name of the Corporation by, the Chairman of the Board, the Vice Chairman ofthe Board, the President or a Vice President, and by the Secretary or anAssistant Secretary, or the Treasurer or an Assistant Treasurer, certifying thenumber of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

 

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Section 2.  Signatures.  Any or all the signatures on the certificatemay be a facsimile.  In case any officer,transfer agent or registrar who has signed or whose facsimile signature hasbeen placed upon a certificate shall have ceased to be such officer, transferagent or registrar before such certificate is issued, it may be issued by theCorporation with the same effect as if such person were such officer, transferagent or registrar at the date of issue.

 

Section 3.  Lost Certificates.  The Board of Directors may direct a newcertificate to be issued in place of any certificate theretofore issued by theCorporation alleged to have been lost, stolen or destroyed, upon the making ofan affidavit of that fact by the person claiming the certificate of stock to belost, stolen or destroyed.  Whenauthorizing such issue of a new certificate, the Board of Directors may, in itsdiscretion and as a condition precedent to the issuance thereof, require the ownerof such lost, stolen or destroyed certificate, or such owner’s legalrepresentative, to advertise the same in such manner as the Board of Directorsshall require and/or to give the Corporation a bond in such sum as it maydirect as indemnity against any claim that may be made against the Corporationwith respect to the certificate alleged to have been lost, stolen or destroyed.

 

Section 4.  Transfers.  Stock of the Corporation shall betransferable in the manner prescribed by law and in these Bylaws.  Transfers of stock shall be made on the booksof the Corporation only by the person named in the certificate or by suchperson’s attorney lawfully constituted in writing and upon the surrender of thecertificate therefor, which shall be cancelled before a new certificate shallbe issued.

 

Section 5.  Record Date.   In order that the Corporation may determinethe stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, or entitled to receive payment of anydividend or other distribution or allotment of any rights, or 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 be more than sixty (60) days norless than ten (10) days before the date of such meeting, nor more thansixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or tovote at a meeting of stockholders shall apply to any adjournment of themeeting; provided, however, that the Board of Directors may fix a new recorddate for the adjourned meeting.

 

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Section 6.  Beneficial Owners.   The Corporation shall be entitled torecognize the exclusive right of a person registered on its books as the ownerof shares to receive dividends, and to vote as such owner, and to hold liablefor calls and assessments a person registered on its books as the owner ofshares, and shall not be bound to recognize any equitable or other claim to orinterest in such share or shares on the part of any other person, whether ornot it shall have express or other notice thereof, except as otherwise providedby law.

 

Section 7.  Voting Securities Owned by the Corporation.   Powers of attorney, proxies, waivers ofnotice of meeting, consents and other instruments relating to securities ownedby the Corporation may be executed in the name of and on behalf of theCorporation by the Chairman of the Board, the President, any Vice President orthe Secretary and any such officer may, in the name of and on behalf of theCorporation, take all such action as any such officer may deem advisable tovote in person or by proxy at any meeting of security holders of anycorporation in which the Corporation may own securities and at any such meetingshall possess and may exercise any and all rights and power incident to theownership of such securities and which, as the owner thereof, the Corporationmight have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer likepowers upon any other person or persons.

 

ARTICLE VI

 

NOTICES

 

                Section 1.  Notices.  Whenever written notice is required by law,the Certificate of Incorporation or these Bylaws, to be given to any director,member of a committee or stockholder, such notice may be given by mail,addressed to such director, member of a committee or stockholder, at suchperson’s address as it appears on the records of the Corporation, with postagethereon prepaid, and such notice shall be deemed to be given at the time whenthe same shall be deposited in the United States mail.  Written notice may also be given personallyor by telegram, facsimile transmission, telex or cable and such notice shall bedeemed to be given at the time of receipt thereof if given personally or at thetime of transmission thereof if given by telegram, facsimile transmission,telex or cable.

 

                Section 2.  Waiver of Notice.  Whenever any notice is required by law, theCertificate of Incorporation or these Bylaws to be given to any director,member or a committee or stockholder, a waiver thereof in writing, signed bythe person or persons entitled to such notice, whether before or after the timestated therein, shall be deemed equivalent to notice.

 

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ARTICLE VII

 

GENERAL PROVISIONS

 

Section 1.  Dividends.  Dividends upon the capital stock of theCorporation, subject to the provisions of the Certificate of Incorporation, ifany, may be declared by the Board of Directors at any regular or specialmeeting or by any Committee of the Board of Directors having such authority atany meeting thereof, and may be paid in cash, in property, in shares of thecapital stock or in any combination thereof. Before payment of any dividend, there may be set aside out of any fundsof the Corporation available for dividends such sum or sums as the Board ofDirectors from time to time, in its absolute discretion, deems proper as areserve or reserves to meet contingencies, or for equalizing dividends, or forrepairing or maintaining any property of the Corporation, or for any proper purpose,and the Board of Directors may modify or abolish any such reserve.

 

Section 2.  Disbursements.  All notes, checks, drafts and orders for thepayment of money issued by the Corporation shall be signed in the name of theCorporation by such officers or such other persons as the Board of Directorsmay from time to time designate.

 

Section 3.  Corporation Seal.  The corporate seal, if the Corporation shallhave a corporate seal, shall have inscribed thereon the name of theCorporation, the year of its organization and the words “Corporate Seal,Delaware”.  The seal may be used bycausing it or a facsimile thereof to be impressed or affixed or reproduced orotherwise.

 

ARTICLE VIII

 

DIRECTORS’ LIABILITY ANDINDEMNIFICATION

 

Section 1.  Directors’Liability.  A director of theCorporation shall not be personally liable to the Corporation or itsstockholders for monetary damages for any breach of fiduciary duty as adirector, except for liability (i) for any breach of the director’s dutyof loyalty to the Corporation or its stockholders, (ii) for acts oromissions not in good faith or which involve intentional misconduct or aknowing violation of law, (iii) under Section 174 of the DelawareGeneral Corporation Law or (iv) for any transaction from which such directorderived any improper personal benefit. If the Delaware General Corporation Law is amended to authorizecorporate action further eliminating the personal liability of directors, thenthe liability of a director of the Corporation shall be eliminated or limitedto the fullest extent permitted by the Delaware General Corporation Law, asamended.  Any repeal or modification ofthis provision shall not adversely affect any right or protection of a directorof the Corporation existing at the time of such repeal or modification.

 

Section 2.  Rightto Indemnification.  Each person whowas or is made a party or is threatened to be made a party to or is otherwiseinvolved in any action, suit or proceeding, whether civil, criminal,administrative or investigative (hereinafter a “proceeding”), by reason of thefact that he or she is or was a director or an officer of the Corporation or isor was serving at the request of the Corporation as a director, officer, 

 

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employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 4 of this Article VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

 

Section 3.  Rightto Advancement of Expenses.  Theright to indemnification conferred in Section 2 of this Article VIIIshall include the right to be paid by the Corporation the expenses (includingattorneys’ fees) incurred in defending any such proceeding in advance of itsfinal disposition (hereinafter an “advancement of expenses”); provided,however, that, if the Delaware General Corporation Law requires, an advancementof expenses incurred by an indemnitee in his or her capacity as a director orofficer (and not in any other capacity in which service was or is rendered bysuch indemnitee, including, without limitation, service to an employee benefitplan) shall be made only upon delivery to the Corporation of an undertaking(hereinafter an “undertaking”), by or on behalf of such indemnitee, to repayall amounts so advanced if it shall ultimately be determined by final judicialdecision from which there is no further right to appeal (hereinafter a “finaladjudication”) that such indemnitee is not entitled to be indemnified for suchexpenses under this Section 3 or otherwise.  The rights to indemnification and to the advancementof expenses conferred in Sections 2 and 3 of this Article VIII shall becontract rights and such rights shall continue as to an indemnitee who has ceasedto be a director, officer, employee or agent and shall inure to the benefit ofthe indemnitee’s heirs, executors and administrators.

 

Section 4.  Right of Indemnitee to Bring Suit.  If a claim under Section 2 or 3 of this Article VIIIis not paid in full by the Corporation within sixty (60) days after a writtenclaim has been received by the Corporation, except in the case of a claim foran advancement of expenses, in which case the applicable period shall be twenty(20) days, the indemnitee may at any time thereafter bring suit against theCorporation to recover the unpaid amount of the claim.  If successful in whole or in part in any suchsuit, or in a suit brought by the Corporation to recover an advancement of expensespursuant to the terms of an undertaking, the indemnitee shall be entitled to bepaid also the expense of prosecuting or defending such suit.  In (i) any suit brought by theindemnitee to enforce a right to indemnification hereunder (but not in a suitbrought by the indemnitee to enforce a right to an advancement of expenses) itshall be a defense that, and (ii) in any suit 

 

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broughtby the Corporation to recover an advancement of expenses pursuant to the termsof an undertaking, the Corporation shall be entitled to recover such expensesupon a final adjudication that, the indemnitee has not met any applicablestandard for indemnification set forth in the Delaware General CorporationLaw.  Neither the failure of theCorporation (including its Board of Directors, independent legal counsel, orits stockholders) to have made a determination prior to the commencement ofsuch suit that indemnification of the indemnitee is proper in the circumstancesbecause the indemnitee has met the applicable standard of conduct set forth inthe Delaware General Corporation Law, nor an actual determination by theCorporation (including its Board of Directors, independent legal counsel, orits stockholders) that the indemnitee has not met such applicable standard ofconduct, shall create a presumption that the indemnitee has not met theapplicable standard of conduct or, in the case of such a suit brought by theindemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right toindemnification or to an advancement of expenses hereunder, or brought by theCorporation to recover an advancement or expenses pursuant to the terms of anundertaking, the burden or proving that the indemnitee is not entitled to beindemnified, or to such advancement of expenses, under this Article VIIIor otherwise shall be on the Corporation.

 

Section 5.  Non-Exclusivity of Rights.  The rights to indemnification and to theadvancement of expenses conferred in this Article VIII shall not be exclusiveof any other right which any person may have or hereafter acquire under anystatute, the Corporation’s Certificate of Incorporation, Bylaws, agreement,vote of stockholders or disinterested directors or otherwise.

 

Section 6.  Insurance.  The Corporation may maintain insurance, atits expense, to protect itself and any director, officer, employee or agent ofthe Corporation or another corporation, partnership, joint venture, trust orother enterprise against any expense, liability or loss, whether or not the Corporationwould have the power to indemnify such person against such expense, liabilityor loss under the Delaware General Corporation Law.

 

Section 7.  Indemnification of Employees and Agents ofthe Corporation.  The Corporationmay, to the extent authorized from time to time by the Board of Directors,grant rights to indemnification and to the advancement of expenses to anyemployee or agent of the Corporation to the fullest extent of the provisions ofthis Article with respect to the indemnification and advancement ofexpenses of directors and officers of the Corporation.

 

Section 8.  Amendment.  This Article VIII is also contained in ArticlesSEVEN and EIGHT of the Corporation’s Certificate of Incorporation, andaccordingly, may be altered, amended or repealed only to the extent and at the timethe comparable Certificate Article is altered, amended or repealed.  Any repeal or modification of this Article VIIIshall not change the rights of an officer or director to indemnification withrespect to any action or omission occurring prior to such repeal ormodification.

 

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ARTICLE IX

 

AMENDMENTS

 

Exceptas otherwise specifically stated within an Article to be altered, amendedor repealed, these Bylaws may be altered, amended or repealed and new Bylawsmay be adopted at any meeting of the Board of Directors or of the stockholders,provided notice of the proposed change was given in the notice of the meeting.

 

THISIS TO CERTIFY:

 

ThatI am the duly elected, qualified and acting Secretary of Channell CommercialCorporation and that the foregoing bylaws were adopted as the bylaws of saidcorporation as of the 26th day of April, 1996 by Unanimous Written Consent ofthe Directors of said corporation.

 

Datedas of April 26, 1996

 

 

 

 

|   | /s/  Jacqueline M. Channell, Secretary |   |
|--------|----------------------------------------|--------|
|   | Jacqueline  M. Channell, Secretary     |   |

 

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