represented by proxy shall constitute a quorum entitled to take action with respect to that vote onthat matter.     If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of amajority of the shares of stock entitled to vote who are present, in person or by proxy, mayadjourn the meeting to another place, date, or time.     If a notice of any adjourned special meeting of stockholders is sent to all stockholdersentitled to vote thereat, stating that it will be held with those present in person or by proxyconstituting a quorum, then except as otherwise required by law, those present in person or byproxy at such adjourned meeting shall constitute a quorum, and all matters shall be determined by amajority of the votes cast at such meeting.     Section 5. Organization.     Such person as the Board of Directors may have designated or, in the absence of such a person,the Chairman of the Board of the Corporation or, in his or her absence, such person as may bechosen by the holders of a majority of the shares entitled to vote who are present, in person or byproxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. Inthe absence of the Secretary of the Corporation, the secretary of the meeting shall be such personas the chairman appoints.     Section 6. Conduct of Business.     (a) The chairman of any meeting of stockholders shall determine the order of business and theprocedures at the meeting, including such regulation of the manner of voting and the conduct ofdiscussion as seem to him or her in order. The date and time of the opening and closing of thepolls for each matter upon which the stockholders will vote at the meeting shall be announced atthe meeting by the chairman. At any annual meeting of the stockholders, only such business shall beconducted as shall have been brought before the meeting (i) by or at the direction of the Board ofDirectors or (ii) with respect to business other than the nomination of persons for election to theBoard of Directors, by any Eligible Stockholder who complies with the procedures set forth inSection 6(b) or (iii) with respect to the nomination of persons for election to the Board ofDirectors, by any Eligible Stockholder who complies with the procedures set forth in Section 6(c).For the purposes of this Section 6, an “Eligible Stockholder” is (x) a stockholder of record of theCorporation on the date such person provides notice to the Corporation pursuant to this Section 6of such business to be conducted or such nomination, (y) a stockholder of record of the Corporationon the date of the annual meeting at which such business is to be conducted or such nomination tobe offered and (z) is entitled to vote with respect to such business or such nomination.     (b) For business to be properly brought before an annual meeting by a stockholder, thebusiness must relate to a proper subject matter for stockholder action and the stockholder musthave given timely notice thereof in writing to the Secretary of the Corporation. To be timely, astockholder’s notice must be delivered or mailed to and received at the principal executiveoffices of the Corporation not less than ninety (90) days prior to the date of the annualmeeting;
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provided, however, that in the eventthat less than one hundred (100) days’ notice or prior publicdisclosure of the date of the meeting is given or made to stockholders, notice by the stockholderto be timely must be received not later than the close of business on the 10th day following theday on which such notice of the date of the annual meeting was mailed or such public disclosure wasmade. In no event shall the adjournment or postponement of an annual meeting, or the announcementthereof, commence a new time period or extend the time period specified above for stockholdernotice. Such stockholder’s notice to the Secretary shall set forth as to each matter suchstockholder proposes to bring before the annual meeting: (i) a brief description of the businessdesired to be brought before the annual meeting and the reasons for conducting such business at theannual meeting; (ii) with respect to the stockholder proposing such business and any beneficialowner on whose behalf such proposal is being made, (v) the name and address, as they appear on theCorporation’s books, of, such stockholder and such beneficial owner(s); (w) the class and number ofshares of the Corporation’s capital stock that are beneficially owned by such stockholder and suchbeneficial owner(s), (x) a description of any agreement, arrangement or understanding with respectto such business between or among such stockholder or such beneficial owner(s) and any of itsaffiliates or associates, and any others (including their names) acting in concert with any of theforegoing, and a representation that such stockholder will notify the Corporation in writing of anysuch agreement, arrangement or understanding in effect as of the record date for the meetingpromptly following the later of the record date or the date notice of the record date is firstpublicly disclosed, (y) a description of any agreement, arrangement or understanding (including anyderivative or short positions, profit interests, options, hedging transactions, and borrowed orloaned shares) that has been entered into as of the date of such stockholder’s notice by, or onbehalf of, such stockholder or such beneficial owner(s) or any of its affiliates or associates, theeffect or intent of which is to mitigate loss to, manage risk or benefit of share price changesfor, or increase or decrease the voting power of such stockholder or such beneficial owner(s) orany of its affiliates or associates with respect to shares of stock of the Corporation, and arepresentation that the stockholder will notify the Corporation in writing of any such agreement,arrangement or understanding in effect as of the record date for the meeting promptly following thelater of the record date or the date notice of the record date is first publicly disclosed and (z)any other information relating to such stockholder and such beneficial owner(s) that would berequired to be disclosed in a proxy statement or other filings required to be made in connectionwith solicitations of proxies for, as applicable, the proposal and/or for the election of directorsin a contested election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended(the “Exchange Act”), and the rules and regulations promulgated thereunder; and (iii) any materialinterest of such stockholder and such beneficial owner(s) in such business. Notwithstandinganything in these Bylaws to the contrary, no business shall be brought before or conducted at anannual meeting, other than the nomination of persons for election to the Board of Directors whichis governed by Section 6(c), except in accordance with the provisions of this Section 6(b). TheOfficer of the Corporation or other person presiding over the annual meeting shall, if the facts sowarrant, determine and declare to the meeting that business was not properly brought before themeeting in accordance with the provisions of this Section 6(b) and, if he or she should sodetermine, he or she shall so declare to the meeting and any such business so determined to be notproperly brought before the meeting shall not betransacted notwithstanding that proxies in respect of such business may have been received bythe Corporation. At any special meeting of the stockholders, only such
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business shall be conductedas shall have been brought before the meeting by or at the direction of the Board of Directors.     (c) Nominations of persons for election to the Board of Directors of the Corporation, otherthan those made by or at the direction of the Board of Directors, shall be made by timely notice inwriting to the Secretary of the Corporation. To be timely, a stockholder’s notice shall bedelivered or mailed to and received at the principal executive offices of the Corporation not lessthan ninety (90) days prior to the date of the meeting; provided, however, that in the event thatless than one hundred (100) days’ notice or prior disclosure of the date of the meeting is given ormade to stockholders, notice by the stockholder to be timely must be so received not later than theclose of business on the 10th day following the day on which such notice of the date of the meetingwas mailed or such public disclosure was made. In no event shall the adjournment or postponement ofan annual meeting, or the announcement thereof, commence a new time period or extend the timeperiod specified above for stockholder notice. Such stockholder’s notice shall set forth: (i) as toeach person whom such stockholder proposes to nominate for election or re-election as a Director,all information relating to such person that is required to be disclosed in solicitations ofproxies for election of directors, or is otherwise required, in each case pursuant to Regulation14A under the Exchange Act (including such person’s written consent to being named in the proxystatement as a nominee and to serving as a director if elected); and (ii) as to the stockholdergiving the notice and any beneficial owner on whose behalf such proposal is being made, (v) thename and address, as they appear on the Corporation’s books, of such stockholder and any suchbeneficial owner(s) and (w) the class and number of shares of the Corporation’s capital stock thatare beneficially owned by such stockholder and such beneficial owner(s), (x) a description of anyagreement, arrangement or understanding with respect to such nomination between or among suchstockholder or such beneficial owner(s) and any of its affiliates or associates, and any others(including their names) acting in concert with any of the foregoing, and a representation that suchstockholder will notify the Corporation in writing of any such agreement, arrangement orunderstanding in effect as of the record date for the meeting promptly following the later of therecord date or the date notice of the record date is first publicly disclosed, (y) a description ofany agreement, arrangement or understanding (including any derivative or short positions, profitinterests, options, hedging transactions, and borrowed or loaned shares) that has been entered intoas of the date of such stockholder’s notice by, or on behalf of, such stockholder or suchbeneficial owner(s) or any of its affiliates or associates, the effect or intent of which is tomitigate loss to, manage risk or benefit of share price changes for, or increase or decrease thevoting power of such stockholder or such beneficial owner(s) or any of its affiliates or associateswith respect to shares of stock of the Corporation, and a representation that the stockholder willnotify the Corporation in writing of any such agreement, arrangement or understanding in effect asof the record date for the meeting promptly following the later of the record date or the datenotice of the record date is first publicly disclosed and (z) any other information relating tosuch stockholder and such beneficial owner(s) that would be required to be disclosed in a proxystatement or other filings required to be made in connection with solicitations of proxies for, asapplicable, the proposal and/or for the election of directors in a contested election pursuant toSection 14 of the Exchange Act and the rules and regulationspromulgated thereunder. At the request of the Board of Directors any person nominated by theBoard of Directors for election as a Director shall furnish to the Secretary of the Corporationthat information required to be set forth in a stockholder’s
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notice of nomination which pertains tothe nominee. Notwithstanding anything in these Bylaws to the contrary, no person shall be eligiblefor election as a Director of the Corporation unless nominated in accordance with the provisions ofthis Section 6(c). The Officer of the Corporation or other person presiding at the meeting shall,if the facts so warrant, determine that a nomination was not made in accordance with suchprovisions and, if he or she shall so determine, he or she shall so declare to the meeting and thedefective nomination shall be disregarded, notwithstanding that proxies in respect of suchnomination may have been received by the Corporation.     Section 7. Proxies and Voting.     At any meeting of the stockholders, every stockholder entitled to vote may vote in person orby proxy authorized by an instrument in writing filed in accordance with the procedure establishedfor the meeting. Any facsimile telecommunication or other reliable reproduction of the writing ortransmission created pursuant to this paragraph may be substituted or used in lieu of the originalwriting or transmission for any and all purposes for which the original writing or transmissioncould be used, provided that such copy, facsimile telecommunication or other reproduction shall bea complete reproduction of the entire original writing or transmission.     All voting, including on the election of Directors but excepting where otherwise required bylaw or by the governing documents of the Corporation, may be made by a voice vote; provided,however, that upon demand therefor by a stockholder entitled to vote or his or her proxy, a stockvote shall be taken. Every stock vote shall be taken by ballot, each of which shall state the nameof the stockholder or proxy voting and such other information as may be required under theprocedures established for the meeting. The Corporation shall, in advance of any meeting ofstockholders, appoint one or more inspectors to act at the meeting and make a written reportthereof. The Corporation may designate one or more persons as alternate inspectors to replace anyinspector who fails to act. If no inspector or alternate is able to act at a meeting ofstockholders, the person presiding at the meeting shall appoint one or more inspectors to act atthe meeting. Each inspector, before entering upon the discharge of his duties, shall take and signan oath faithfully to execute the duties of inspector with strict impartiality and according to thebest of his or her ability.     All elections shall be determined by a plurality of the votes cast, and except as otherwiserequired by law or the Certificate of Incorporation, all other matters shall be determined by amajority of the shares present in person or represented by proxy at the meeting and entitled tovote on the subject matter.     Section 8. Stock List.     A complete list of stockholders entitled to vote at any meeting of stockholders, arranged inalphabetical order for each class of stock and showing the address of each such stockholder and thenumber of shares registered in his or her name, shall be open to the examination of anysuch stockholder, for any purpose germane to the meeting, during ordinary business hours for aperiod of at least ten (10) days prior to the meeting, either at a place within the city where the
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meeting is to be held, which place shall be specified in the notice of the meeting, or if not sospecified, at the place where the meeting is to be held.     The stock list shall also be kept at the place of the meeting during the whole time thereofand shall be open to the examination of any such stockholder who is present. This list shallpresumptively determine the identity of the stockholders entitled to vote at the meeting and thenumber of shares held by each of them.     Section 9. Consent of Stockholders in Lieu of Meeting.     Subject to the rights of the holders of any class or series of preferred stock of theCorporation, any action required or permitted to be taken by the stockholders of the Corporationmust be effected at an annual or special meeting of stockholders of the Corporation and may not beeffected by any consent in writing by such stockholders.**ARTICLE II — BOARD OF DIRECTORS**     Section 1. General Powers, Number and Term of Office.     The business and affairs of the Corporation shall be under the direction of its Board ofDirectors. The number of Directors who shall constitute the Whole Board shall be such number asthe Board of Directors shall from time to time have designated. The Board of Directors shallannually elect a Chairman of the Board from among its members who shall, when present, preside atits meetings.     The Directors, other than those who may be elected by the holders of any class or series ofPreferred Stock, shall be divided, with respect to the time for which they severally hold office,into three classes. At the annual meeting of stockholders in 1999 directors of the first classshall be elected to hold office for a term expiring at the next succeeding annual meeting,directors of the second class shall be elected to hold office for a term expiring at the secondsucceeding annual meeting, and directors of the third class shall be elected to hold office for aterm expiring at the third succeeding annual meeting. Each Director shall hold office until his orher successor shall have been duly elected and qualified. At each annual meeting of stockholders,Directors elected to succeed those Directors whose terms then expire shall be elected for a term ofoffice to expire at the third succeeding annual meeting of stockholders after their election, witheach Director to hold office until his or her successor shall have been duly elected and qualified.     Section 2. Vacancies and Newly Created Directorships.     Subject to the rights of the holders of any class or series of Preferred Stock, and unless theBoard of Directors otherwise determines, newly created directorships resulting from any increase inthe authorized number of directors or any vacancies in the Board of Directors resulting from death,resignation, retirement, disqualification, removal from office or other causemay be filled only by a majority vote of the Directors then in office, though less than aquorum, and Directors so chosen shall hold office for a term expiring at the annual meeting ofstockholders at which the term of office of the class to which they have been elected expires and
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until such Director’s successor shall have been duly elected and qualified. No decrease in thenumber of authorized directors constituting the Board shall shorten the term of any incumbentDirector.     Section 3. Regular Meetings.     Regular meetings of the Board of Directors shall be held at such place or places, on such dateor dates, and at such time or times as shall have been established by the Board of Directors andpublicized among all Directors. A notice of each regular meeting shall not be required.     Section 4. Special Meetings.     Special meetings of the Board of Directors may be called by one-third (1/3) of the Directorsthen in office (rounded up to the nearest whole number), by the Chairman of the Board or thePresident and shall be held at such place, on such date, and at such time as they, or he or she,shall fix. Notice of the place, date, and time of each such special meeting shall be given eachDirector by whom it is not waived not less than twenty-four (24) hours before the meeting. Unlessotherwise indicated in the notice thereof, any and all business may be transacted at a specialmeeting.     Section 5. Quorum.     At any meeting of the Board of Directors, a majority of the Whole Board shall constitute aquorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those presentmay adjourn the meeting to another place, date, or time, without further notice or waiver thereof.     Section 6. Participation in Meetings By Conference Telephone.     Members of the Board of Directors, or of any committee thereof, may participate in a meetingof such Board or committee by means of conference telephone or similar communications equipment bymeans of which all persons participating in the meeting can hear each other and such participationshall constitute presence in person at such meeting.     Section 7. Conduct of Business.     At any meeting of the Board of Directors, business shall be transacted in such order andmanner as the Board may from time to time determine, and all matters shall be determined by thevote of a majority of the Directors present, except as otherwise provided herein, in theCertificate of Incorporation or required by law. Action may be taken by the Board of Directorswithout a meeting if all members thereof consent thereto in writing, and the writing or writingsare filed with the minutes of proceedings of the Board of Directors.
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     Section 8. Powers.     The Board of Directors may, except as otherwise required by law, exercise all such powers anddo all such acts and things as may be exercised or done by the Corporation, including, withoutlimiting the generality of the foregoing, the unqualified power:     (1) To declare dividends from time to time in accordance with law;     (2) To purchase or otherwise acquire any property, rights or privileges on such termsas it shall determine;     (3) To authorize the creation, making and issuance, in such form as it may determine,of written obligations of every kind, negotiable or non-negotiable, secured or unsecured,and to do all things necessary in connection therewith;     (4) To remove any Officer of the Corporation with or without cause, and from time totime to devolve the powers and duties of any Officer upon any other person for the timebeing;     (5) To confer upon any Officer of the Corporation the power to appoint, remove andsuspend subordinate Officers, employees and agents;     (6) To adopt from time to time such stock, option, stock purchase, bonus or othercompensation plans for Directors, Officers, employees and agents of the Corporation and itssubsidiaries as it may determine;     (7) To adopt from time to time such insurance, retirement, and other benefit plans forDirectors, Officers, employees and agents of the Corporation and its subsidiaries as it maydetermine; and,     (8) To adopt from time to time regulations, not inconsistent with these Bylaws, for themanagement of the Corporation’s business and affairs.     Section 9. Compensation of Directors.     Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed feesand other compensation for their services as Directors, including, without limitation, theirservices as members of committees of the Board of Directors.
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**ARTICLE III — COMMITTEES**     Section 1. Committees of the Board of Directors.     The Board of Directors, by a vote of a majority of the Board of Directors, may from time totime designate committees of the Board, with such lawfully delegable powers and duties as itthereby confers, to serve at the pleasure of the Board and shall, for these committees and anyothers provided for herein, elect a Director or Directors to serve as the member or members,designating, if it desires, other Directors as alternate members who may replace any absent ordisqualified member at any meeting of the committee. Any committee so designated may exercise thepower and authority of the Board of Directors to declare a dividend, to authorize the issuance ofstock or to adopt a certificate of ownership and merger pursuant to Section 253 of the DelawareGeneral Corporation Law if the resolution which designates the committee or a supplementalresolution of the Board of Directors shall so provide. In the absence or disqualification of anymember of any committee and any alternate member in his or her place, the member or members of thecommittee present at the meeting and not disqualified from voting, whether or not he or she or theyconstitute a quorum, may by unanimous vote appoint another member of the Board of Directors to actat the meeting in the place of the absent or disqualified member.     Section 2. Conduct of Business.     Each committee may determine the procedural rules for meeting and conducting its business andshall act in accordance therewith, except as otherwise provided herein or required by law.Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of themembers shall constitute a quorum unless the committee shall consist of one (1) or two (2) members,in which event one (1) member shall constitute a quorum; and all matters shall be determined by amajority vote of the members present. Action may be taken by any committee without a meeting ifall members thereof consent thereto in writing, and the writing or writings are filed with theminutes of the proceedings of such committee.     Section 3. Nominating Committee.The Board of Directors shall appoint a Nominating Committee of the Board, consisting of not lessthan three (3) members. The Nominating Committee shall have authority: (a) to review anynominations for election to the Board of Directors made by a stockholder of the Corporationpursuant to Section 6(c)(ii) of Article I of these Bylaws in order to determine compliance withsuch Bylaw, and (b) to recommend to the Whole Board nominees for election to the Board of Directorsto replace those Directors whose terms expire at the annual meeting of stockholders next ensuing.
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**ARTICLE IV — OFFICERS**     Section 1. Generally.          (a) The Board of Directors as soon as may be practicable after the annual meeting ofstockholders shall choose a Chairman of the Board, a Chief Executive Officer, a President, one ormore Vice Presidents, a Secretary, one or more Assistant Secretaries and a Chief Financial Officerand/or Treasurer and one or more Assistant Treasurers, and from time to time may choose such otherofficers as it may deem proper including a Chief Operational Officer. The Chairman of the Boardshall be chosen from among the Directors. Any number of offices may be held by the same person.          (b) The term of office of all Officers shall be until the next annual election of Officers anduntil their respective successors are chosen but any Officer may be removed from office at any timeby the affirmative vote of a majority of the authorized number of Directors then constituting theBoard of Directors. Any vacancy occurring in any office of the Corporation by death, resignation,removal or otherwise may be filled for the unexpired portion of the term by the Board of Directorsat any regular or special meeting.          (c) All Officers chosen by the Board of Directors shall have such powers and duties asgenerally pertain to their respective Offices, subject to the specific provisions of this ARTICLEIV. Such officers shall also have such powers and duties as from time to time may be conferred bythe Board of Directors or by any committee thereof.     Section 2. Chairman of the Board of Directors.     The Chairman of the Board, subject to the provisions of these Bylaws and to the direction ofthe Board of Directors, unless the Board has designated another person, when present, shall presideat all meetings of the stockholders of the Corporation. The Chairman of the Board shall performall duties and have all powers which are commonly incident to the office of Chairman of the Boardor which are delegated to him or her by the Board of Directors. He or she shall have power to signall stock certificates, contracts and other instruments of the Corporation which are authorized.     Section 3. President and Chief Executive Officer.     The President and Chief Executive Officer shall have general responsibility for the managementand control of the business and affairs of the Corporation and shall perform all duties and haveall powers which are commonly incident to the offices of President and Chief Executive Officer orwhich are delegated to him or her by the Board of Directors. Subject to the direction of the Boardof Directors, the President and Chief Executive Officer shall have power to sign all stockcertificates, contracts and other instruments of the Corporation which are authorized and shallhave general supervision of all of the other Officers (other than the Chairman of the Board),employees and agents of the Corporation. The President and ChiefExecutive Officer need not be the same individual. If they are not the same, the ChiefExecutive Officer shall have general supervision of the President.
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     Section 4. Vice President.     The Vice President or Vice Presidents shall perform the duties of the President in his absenceor during his inability to act. In addition, the Vice Presidents shall perform the duties andexercise the powers usually incident to their respective offices and/or such other duties andpowers as may be properly assigned to them by the Board of Directors, the Chairman of the Board,the Chief Executive Officer or the President. A Vice President or Vice Presidents may bedesignated as Executive Vice President or Senior Vice President.     Section 5. Secretary.     The Secretary or Assistant Secretary shall issue notices of meetings, shall keep theirminutes, shall have charge of the seal and the corporate books, shall perform such other duties andexercise such other powers as are usually incident to such office and/or such other duties andpowers as are properly assigned thereto by the Board of Directors, the Chairman of the Board or thePresident. Subject to the direction of the Board of Directors, the Secretary shall have the powerto sign all stock certificates.     Section 6. Chief Financial Officer/Treasurer.     The Chief Financial Officer/Treasurer shall be the Comptroller of the Corporation and shallhave the responsibility for maintaining the financial records of the Corporation. He or she shallmake such disbursements of the funds of the Corporation as are authorized and shall render fromtime to time an account of all such transactions and of the financial condition of the Corporation.The Chief Financial Officer/Treasurer shall also perform such other duties as the Board ofDirectors may from time to time prescribe. Subject to the direction of the Board of Directors, theChief Financial Officer/Treasurer shall have the power to sign all stock certificates.     Section 7. Assistant Secretaries and Other Officers.     The Board of Directors may appoint one or more Assistant Secretaries and such other Officerswho shall have such powers and shall perform such duties as are provided in these Bylaws or as maybe assigned to them by the Board of Directors, the Chairman of the Board or the President.     Section 8. Action with Respect to Securities of Other Corporations.     Unless otherwise directed by the Board of Directors, the President or any Officer of theCorporation authorized by the President shall have power to vote and otherwise act on behalf of theCorporation, in person or by proxy, at any meeting of stockholders of or with respect to any actionof stockholders of any other corporation in which this Corporation may hold securities andotherwise to exercise any and all rights and powers which this Corporation may possess byreason of its ownership of securities in such other corporation.
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**ARTICLE V — STOCK**     Section 1. Certificates of Stock.     Each stockholder shall be entitled to a certificate signed by, or in the name of theCorporation by, the Chairman of the Board or the President, and by the Secretary or an AssistantSecretary, or any Treasurer or Assistant Treasurer, certifying the number of shares owned by him orher. Any or all of the signatures on the certificate may be by facsimile. In case any officer,transfer agent or registrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Corporation with the same effect as if he or shewere such officer, transfer agent or registrar at the date of issue.     Section 2. Transfers of Stock.     Transfers of stock shall be made only upon the transfer books of the Corporation kept at anoffice of the Corporation or by transfer agents designated to transfer shares of the stock of theCorporation. Except where a certificate is issued in accordance with Section 4 of Article V ofthese Bylaws, an outstanding certificate for the number of shares involved shall be surrendered forcancellation before a new certificate is issued therefor.     Section 3. Record Date.     In order that the Corporation may determine the stockholders entitled to notice of or to voteat any meeting of stockholders, or to receive payment of any dividend or other distribution orallotment of any rights or to exercise any rights in respect of any change, conversion or exchangeof stock or for the purpose of any other lawful action, the Board of Directors may fix a recorddate, which record date shall not precede the date on which the resolution fixing the record dateis adopted and which record date shall not be more than sixty (60) nor less than ten (10) daysbefore the date of any meeting of stockholders, nor more than sixty (60) days prior to the time forsuch other action as hereinbefore described; provided, however, that if no record date is fixed bythe Board of Directors, the record date for determining stockholders entitled to notice of or tovote at a meeting of stockholders shall be at the close of business on the day next preceding theday on which notice is given or, if notice is waived, at the close of business on the next daypreceding the day on which the meeting is held, and, for determining stockholders entitled toreceive payment of any dividend or other distribution or allotment or rights or to exercise anyrights of change, conversion or exchange of stock or for any other purpose, the record date shallbe at the close of business on the day on which the Board of Directors adopts a resolution relatingthereto.     A determination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.     Section 4. Lost, Stolen or Destroyed Certificates.
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     In the event of the loss, theft or destruction of any certificate of stock, another may beissued in its place pursuant to such regulations as the Board of Directors may establish concerningproof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bondsof indemnity.     Section 5. Regulations.     The issue, transfer, conversion and registration of certificates of stock shall be governed bysuch other regulations as the Board of Directors may establish.**ARTICLE VI — NOTICES**     Section 1. Notices.     Except as otherwise specifically provided herein or required by law, all notices required tobe given to any stockholder, Director, Officer, employee or agent shall be in writing and may inevery instance be effectively given by hand delivery to the recipient thereof, by depositing suchnotice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram orother courier. Any such notice shall be addressed to such stockholder, Director, Officer, employeeor agent at his or her last known address as the same appears on the books of the Corporation. Thetime when such notice is received, if hand delivered, or dispatched, if delivered through the mailsor by telegram or mailgram or other courier, shall be the time of the giving of the notice.     Section 2. Waivers.     A written waiver of any notice, signed by a stockholder, Director, Officer, employee or agent,whether before or after the time of the event for which notice is to be given, shall be deemedequivalent to the notice required to be given to such stockholder, Director, Officer, employee oragent. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,except when the person attends a meeting for the express purpose of objecting, at the beginning ofthe meeting, to the transaction of any business because the meeting is not lawfully called orconvened. Neither the business nor the purpose of any meeting need be specified in such a waiver.**ARTICLE VII — MISCELLANEOUS**     Section 1. Facsimile Signatures.     In addition to the provisions for use of facsimile signatures elsewhere specificallyauthorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation maybe used whenever and as authorized by the Board of Directors or a committee thereof.     Section 2. Corporate Seal.
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     The Board of Directors may provide a suitable seal, containing the name of the Corporation,which seal shall be in the charge of the Secretary. If and when so directed by the Board ofDirectors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer orby an Assistant Secretary or an assistant to the Treasurer.     Section 3. Reliance Upon Books, Reports and Records.     Each Director, each member of any committee designated by the Board of Directors, and eachOfficer of the Corporation shall, in the performance of his or her duties, be fully protected inrelying in good faith upon the books of account or other records of the Corporation and upon suchinformation, opinions, reports or statements presented to the Corporation by any of its Officers oremployees, or committees of the Board of Directors so designated, or by any other person as tomatters which such Director or committee member reasonably believes are within such other person’sprofessional or expert competence and who has been selected with reasonable care by or on behalf ofthe Corporation.     Section 4. Fiscal Year.     The fiscal year of the Corporation shall be as fixed by the Board of Directors.     Section 5. Time Periods.     In applying any provision of these Bylaws which requires that an act be done or not be done aspecified number of days prior to an event or that an act be done during a period of a specifiednumber of days prior to an event, calendar days shall be used, the day of the doing of the actshall be excluded, and the day of the event shall be included.**ARTICLE VIII — AMENDMENTS**     The Board of Directors may amend, alter or repeal these Bylaws at any meeting of the Board,provided notice of the proposed change was given not less than two days prior to the meeting. Thestockholders shall also have power to amend, alter or repeal these Bylaws at any meeting ofstockholders provided notice of the proposed change was given in the notice of the meeting;provided, however, that, notwithstanding any other provisions of the Bylaws or any provision of lawwhich might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote ofthe holders of any particular class or series of the voting stock required by law, the Certificateof Incorporation, any Preferred Stock Designation or these Bylaws, the affirmative vote of theholders of at least 80% of the voting power of all the then-outstandingshares of the Voting Stock, voting together as a single class, shall be required to alter,amend or repeal any provisions of these Bylaws.     The above Bylaws are effective as of December 9, 2008, the date of adoption of the most recentamendment by the Board of Directors of Online Resources Corporation.
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