**Exhibit 3.2**

** **

**AMENDEDAND RESTATED BYLAWS**

** **

**OF**

** **

**GUITARCENTER, INC.**

 

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**ASLAST AMENDED ON MARCH 14, 2005**

 

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**TABLEOF CONTENTS**

 
| ** **                        | **Page**                                                      |
|-----------------------------------|---------------------------------------------------------------|
| **ARTICLE I  OFFICES**       | **1**                                                         |
| ** **                        | ** **                                                    |
| Section 1.                   | *Registered Office*                                           | 1 |
| Section 2.                   | *Other Offices*                                               | 1 |
|                              | * *                                                      |   |
| **ARTICLE II  STOCKHOLDERS** | **1**                                                         |
| ** **                        | ** **                                                    |
| Section 1.                   | *Place of Meetings*                                           | 1 |
| Section 2.                   | *Annual Meetings of Stockholders*                             | 1 |
| Section 3.                   | *Special Meetings*                                            | 1 |
| Section 4.                   | *Notice of Stockholders’  Meetings*                      | 1 |
| Section 5.                   | *Manner of Giving Notice;  Affidavit of Notice*               | 2 |
| Section 6.                   | *Quorum*                                                      | 2 |
| Section 7.                   | *Adjourned Meeting and Notice  Thereof*                       | 2 |
| Section 8.                   | *Voting*                                                      | 2 |
| Section 9.                   | *Waiver of Notice or Consent by  Absent Stockholders*         | 3 |
| Section 10.                  | *No Stockholder Action by  Written Consent Without a Meeting* | 3 |
| Section 11.                  | *Record Date for Stockholder  Notice and Voting*              | 3 |
| Section 12.                  | *Proxies*                                                     | 3 |
| Section 13.                  | *Inspectors of Election; Opening  and Closing the Polls*      | 4 |
| Section 14.                  | *Nomination and Stockholder  Business Bylaw*                  | 4 |
| Section 15.                  | *Conduct of Business*                                         | 6 |
|                              | * *                                                      |   |
| **ARTICLE III  DIRECTORS**   | **7**                                                         |
| ** **                        | ** **                                                    |
| Section 1.                   | *Powers*                                                      | 7 |
| Section 2.                   | *Number and Qualification of  Directors*                      | 7 |
| Section 3.                   | *Election and Term of Office of  Directors*                   | 7 |
| Section 4.                   | *Vacancies*                                                   | 7 |
| Section 5.                   | *Place of Meetings and  Telephonic Meetings*                  | 7 |
| Section 6.                   | *Annual Meetings*                                             | 8 |
| Section 7.                   | *Other Regular Meetings*                                      | 8 |
| Section 8.                   | *Special Meetings*                                            | 8 |
| Section 9.                   | *Quorum*                                                      | 8 |
| Section 10.                  | *Waiver of Notice*                                            | 8 |
| Section 11.                  | *Adjournment*                                                 | 9 |
| Section 12.                  | *Notice of Adjournment*                                       | 9 |
| Section 13.                  | *Action Without Meeting*                                      | 9 |
| Section 14.                  | *Fees and Compensation of  Directors*                         | 9 |
|                              | * *                                                      |   |
| **ARTICLE IV  COMMITTEES**   | **9**                                                         |
| ** **                        | ** **                                                    |
| Section 1.                   | *Committees of Directors*                                     | 9 |
| Section 2.                   | *Meetings and Action of  Committees*                          | 10 |
|                                   |                                                               |  |  |

 

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| Section 3.                                                                         | *Committee Minutes*                                      | 10     |
|-----------------------------------------------------------------------------------------|----------------------------------------------------------|--------|
|                                                                                    | * *                                                 |   |
| **ARTICLE V  OFFICERS**                                                            | **10**                                                   |
| ** **                                                                              | ** **                                               |
| Section 1.                                                                         | *Officers*                                               | 10     |
| Section 2.                                                                         | *Election of Officers*                                   | 10     |
| Section 3.                                                                         | *Subordinate Officers, etc.*                             | 10     |
| Section 4.                                                                         | *Removal and Resignation of  Officers*                   | 10     |
| Section 5.                                                                         | *Vacancies in Office*                                    | 11     |
| Section 6.                                                                         | *Chairman of the Board*                                  | 11     |
| Section 7.                                                                         | *President*                                              | 11     |
| Section 8.                                                                         | *Vice Presidents*                                        | 11     |
| Section 9.                                                                         | *Secretary*                                              | 11     |
| Section 10.                                                                        | *Chief Executive Officer*                                | 11     |
| Section 11.                                                                        | *Chief Financial Officer*                                | 12     |
| Section 12.                                                                        | *Assistant Secretaries and  Assistant Treasurers*        | 12     |
| Section 13.                                                                        | *Authority and Duties of  Officers*                      | 12     |
|                                                                                    | * *                                                 |   |
| **ARTICLE VI  INDEMNIFICATION OF DIRECTORS, OFfICERS, EMPLOYEES AND OTHER AGENTS** | **12**                                                   |
| ** **                                                                              | ** **                                               |
| Section 1.                                                                         | *Indemnification of Director and  Officers*              | 12     |
| Section 2.                                                                         | *Indemnification of Others*                              | 13     |
| Section 3.                                                                         | *Payment of Expenses in Advance*                         | 13     |
| Section 4.                                                                         | *Indemnity Not Exclusive*                                | 13     |
|                                                                                    | * *                                                 |   |
| **ARTICLE VII  GENERAL CORPORATE MATTERS**                                         | **13**                                                   |
| ** **                                                                              | ** **                                               |
| Section 1.                                                                         | *Record Date for Purposes Other  Than Notice and Voting* | 13     |
| Section 2.                                                                         | *Checks, Drafts, Evidences of  Indebtedness*             | 14     |
| Section 3.                                                                         | *Corporate Contracts and  Instruments; How Executed*     | 14     |
| Section 4.                                                                         | *Stock Certificates*                                     | 14     |
| Section 5.                                                                         | *Lost Certificates*                                      | 14     |
| Section 6.                                                                         | *Representation of Stock of  Other Corporations*         | 14     |
| Section 7.                                                                         | *Construction and Definitions*                           | 15     |
| Section 8.                                                                         | *Fiscal Year*                                            | 15     |
| Section 9.                                                                         | *Seal*                                                   | 15     |
|                                                                                    | * *                                                 |   |
| **ARTICLE VIII  AMENDMENTS**                                                       | **15**                                                   |
| ** **                                                                              | ** **                                               |
| Section 1.                                                                         | *Amendment*                                              | 15     |

 

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**AMENDEDAND RESTATED BYLAWS**

 

**OF**

 

**GUITARCENTER, INC.**

 

 

# **ARTICLE IOFFICES**

 

## Section 1.                                            *Registered Office *The registered office ofGuitar Center, Inc. (hereinafter, called the “corporation”) shall be inthe City of Wilmington, County of New Castle, State of Delaware.

 

## Section 2.                                            *Other Offices *The corporation may alsohave offices at such other places both within and without the State of Delawareas the board of directors may from time to time determine or the businessof the corporation may require.

 

# **ARTICLE IISTOCKHOLDERS**

 

## Section 1.                                            *Place of Meetings *Meetings of stockholdersshall be held at any place, within or outside the State of Delaware, designatedby the board of directors. In the absence of any such designation, stockholders’meetings shall be held at the principal executive office of the corporation.

 

## Section 2.                                            *Annual Meetings of Stockholders *The annual meeting ofstockholders shall be held each year on a date and at a time designated by theboard of directors. Any previously scheduled annual meeting of the stockholdersmay be postponed by resolution of the board of directors upon publicnotice given prior to the date previously scheduled for such annual meeting ofthe stockholders.

 

## Section 3.                                            *Special Meetings *A special meeting of thestockholders may be called at any time by the board of directors, or by amajority of the members of the board of directors or by a committee of theboard of directors which has been duly designated by the board of directors andwhose powers and authority, as provided in a resolution of the board ofdirectors, include the power to call such meetings, but such special meetings may notbe called by any other person or persons. Any previously scheduled specialmeeting of the stockholders may be postponed by resolution of the board ofdirectors upon public notice given prior to the date previously scheduled forsuch special meeting of the stockholders.

 

## Section 4.                                            *Notice of Stockholders’ Meetings *All notices of meetings ofstockholders shall be sent or otherwise given in accordance with this Article IInot less than ten (10) nor more than sixty (60) days before the date ofthe meeting being noticed. The notice shall specify the

 

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## place, date and hour of the meeting and in the case ofa special meeting, the purpose or purposes for which the meeting is called.

 

## Section 5.                                            *Manner of Giving Notice;Affidavit of Notice *Ifmailed, notice shall be deemed to have been given when deposited in the mail,postage prepaid, directed to the stockholder at his address appearing on thebooks of the corporation or given by the stockholder to the corporation for thepurpose of notice. An affidavit of the mailing or other means of giving anynotice of any stockholders’ meeting shall be executed by the secretary,assistant secretary or any transfer agent of the corporation giving suchnotice, and, in the absence of fraud, shall be prima facie evidence of thefacts stated therein. Such affidavit shall be filed and maintained in theminute book of the corporation.

 

## Section 6.                                            *Quorum *The presence in person orby proxy of the holders of a majority of the shares entitled to vote at anymeeting of stockholders shall constitute a quorum for the transaction ofbusiness. If, however, such quorum is not present or represented at any meetingof the stockholders, then the stockholders entitled to vote thereat, present inperson or represented by proxy, shall have power to adjourn the meeting fromtime to time, without notice other than announcement at the meeting, until aquorum is present or represented.

 

## Section 7.                                            *Adjourned Meeting and NoticeThereof *Anystockholders’ meeting, annual or special, whether or not a quorum is present, may beadjourned from time to time by the chairman of the meeting, but in the absenceof a quorum, no other business may be transacted at such meeting, exceptas provided in Section 6 of this Article II.

 

When any meeting of stockholders, either annual orspecial, is adjourned to another time or place, notice need not be given of theadjourned meeting if the time and place thereof are announced at a meeting atwhich the adjournment is taken, unless a new record date for the adjournedmeeting is fixed, or unless the adjournment is for more than thirty (30) daysfrom the date set for the original meeting. Notice of any such adjourned meeting,if required, shall be given to each stockholder of record entitled to vote atthe adjourned meeting in accordance with the provisions of Sections 4 and 5 ofthis Article II. At any adjourned meeting the corporation may transactany business which might have been transacted at the original meeting.

 

## Section 8.                                            *Voting *The stockholders entitledto vote at any meeting of stockholders shall be determined in accordance withthe provisions of Section 11 of this Article II, subject to theprovisions of Sections 217 and 218 of the General Corporation Law of the Stateof Delaware (relating to voting rights of fiduciaries, pledgers and jointowners of stock and to voting trusts and other voting agreements). Such vote may beby voice vote or by ballot, at the discretion of the chairman of the meeting. Anystockholder entitled to vote on any matter (other than the election ofdirectors) may vote part of the shares in favor of the proposal andrefrain from voting the remaining shares or vote them against the proposal;but, if the stockholder fails to specify the number of shares such stockholderis voting affirmatively, it will be conclusively presumed that the stockholder’sapproving vote is with respect to all shares such stockholder is entitled tovote. If a quorum is present, the affirmative vote of the majority of theshares represented at the meeting and entitled to vote on any matter shall bethe act of the stockholders, unless the vote of a greater number or voting byclasses is required by the Delaware General Corporation Law or

 

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## the certificate of incorporation or the certificate ofdetermination of preferences as to any preferred stock.

 

At a stockholders’ meeting involving the election ofdirectors, no stockholder shall be entitled to cumulate (*i.e.*,cast for any one or more candidates a number of votes greater than the numberof the stockholder’s shares). The candidates receiving the highest number ofvotes, up to the number of directors to be elected, shall be elected.

 

## Section 9.                                            *Waiver of Notice or Consent byAbsent Stockholders *Thetransactions of any meeting of stockholders, either annual or special, howevercalled and noticed, and wherever held, shall be as valid as though had at ameeting duly held after regular call and notice, if a quorum be present eitherin person or by proxy, and if, either before or after the meeting, each personentitled to vote, not present in person or by proxy, signs a written waiver ofnotice or a consent to the holding of the meeting, or an approval of theminutes thereof. The waiver of notice or consent need not specify either thebusiness to be transacted or the purpose of any annual or special meeting ofstockholders. All such waivers, consents or approvals shall be filed with thecorporate records or made part of the minutes of the meeting.

 

Attendance of a person at a meeting shall alsoconstitute a waiver of notice of such meeting, except when the person objects,at the beginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened, and except that attendance at ameeting is not a waiver of any right to object to the consideration of mattersnot included in the notice of the meeting if such objection is expressly madeat the meeting.

 

## Section 10.                                      *No Stockholder Action by WrittenConsent Without a Meeting *Stockholdersmay take action only at a regular or special meeting of stockholders andnot in any event by written consent.

 

## Section 11.                                      *Record Date for StockholderNotice and Voting *Forpurposes of determining the holders entitled to notice of any meeting or tovote, the board of directors may fix, in advance, a record date, whichshall not be more than sixty (60) days nor less than ten (10) days priorto the date of any such meeting, and in such case only stockholders of recordon the date so fixed are entitled to notice and to vote, notwithstanding anytransfer of any shares on the books of the corporation after the record datefixed as aforesaid, except as otherwise provided in the Delaware GeneralCorporation Law.

 

If the board of directors does not so fix a recorddate, 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 thebusiness day next preceding the day on which notice is given or, if notice iswaived, at the close of business on the business day next preceding the day onwhich the meeting is held.

 

## Section 12.                                      *Proxies *Each stockholder entitledto vote at a meeting of stockholders may authorize another person orpersons to act for such person by (i) a written proxy, signed by thestockholder and filed with the secretary of the corporation, or (ii) transmittingor authorizing the transmission of a telegram, cablegram, or other means ofelectronic transmission to the person who will be the holder of the proxy or toa proxy solicitation firm, proxy support service 

 

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## organization or like agent duly authorized by the personwho will be the holder of the proxy to receive such transmission in accordancewith the provisions of Section 212(c)(2) of the General CorporationLaw of the State of Delaware. A proxy shall be deemed signed if the stockholder’sname is placed on the proxy (whether by manual signature, typewriting,telegraphic transmission or otherwise) by the stockholder or the stockholder’sattorney-in-fact. A validly executed proxy which does not state that it isirrevocable shall continue in full force and effect unless (i) revoked bythe person executing it, prior to the vote pursuant thereto, by a writingdelivered to the corporation stating that the proxy is revoked or by asubsequent proxy executed by, or attendance at the meeting and voting in personby, the person  executing the proxy, or (ii) writtennotice of the death or incapacity of the maker of such proxy is received by thecorporation before the vote pursuant thereto is counted; *provided, however,* that no such proxyshall be valid after the expiration of three (3) years from the date ofsuch proxy, unless otherwise provided in the proxy. The revocability of a proxythat states on its face that it is irrevocable shall be governed by theprovisions of Section 212(c) of the General Corporation Law of theState of Delaware.

 

## Section 13.                                      *Inspectors of Election; Openingand Closing the Polls *Theboard of directors by resolution shall appoint one or more inspectors, whichinspector or inspectors may include individuals who serve the corporationin other capacities, including, without limitation, as officers, employees,agents or representatives, to act at the meetings of stockholders and make awritten report thereof. One or more persons may be designated as alternateinspectors to replace any inspector who fails to act. If no inspector oralternate has been appointed to act or is able to act at a meeting ofstockholders, the chairman of the meeting shall appoint one or more inspectorsto act at the meeting. Each inspector, before discharging his or her duties,shall take and sign an oath faithfully to execute the duties of inspector withstrict impartiality and according to the best of his or her ability. Theinspectors shall have the duties prescribed by law.

 

The chairman of the meeting shall fix and announce atthe meeting the date and time of the opening and the closing of the polls foreach matter upon which the stockholders will vote at a meeting.

 

## Section 14.                                      *Nomination and StockholderBusiness Bylaw*

##  

### (A)                              *Annual Meetings of Stockholders*

###  

#### (1)                                  Nominations of persons for electionto the board of directors of the corporation and the proposal of business to beconsidered by the stockholders may be made at an annual meeting ofstockholders only:  (a) pursuant tothe corporation’s notice of meeting; (b) by or at the direction of theboard of directors; or (c) by any stockholder of the corporation who was astockholder of record at the time of giving of notice provided for in thisbylaw, who is entitled to vote at the meeting and who timely complies with thenotice procedures set forth in this bylaw.

####  

#### (2)                                  For nominations or other business tobe properly brought before an annual meeting by a stockholder pursuant toclause (c) of paragraph (A)(1) of this bylaw, the stockholder musthave given timely notice thereof in writing to the secretary of the corporationand such other business must otherwise be a proper matter for stockholderaction. To be timely, a stockholder’s notice shall be delivered to thesecretary at the principal executive offices of the

 

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#### corporation not later than the closeof business on the 120th calendar day in advance of the first anniversary ofthe date the corporation’s proxy statement was first mailed to security holdersin connection with the preceding year’s annual meeting; *provided,however*, that if no annual meeting was held in the previous year orthe date of the annual meeting has been changed by more than thirty (30)calendar days from the first anniversary of the date of the previous year’s annualmeeting, a proposal shall be received by the Company no later than the close ofbusiness on the tenth day following the day on which notice of the date of themeeting was first mailed or public announcement of the date of the meeting wasmade, whichever comes first. In no event shall the public announcement of anadjournment of an annual meeting commence a new time period for the giving of astockholder’s notice as described above. Such stockholder’s notice shall setforth (a) as to each person whom the stockholder proposes to nominate forelection or reelection as a director all information relating to such personthat is required to be disclosed in solicitations of proxies for election ofdirectors in an election contest, or is otherwise required, in each casepursuant to applicable federal securities laws, including, without limitation,Regulation, 14A under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), and the rules promulgated thereunder (including such person’swritten consent to being named in the proxy statement as a nominee and toserving as a director if elected); (b) as to any other business that thestockholder proposes to bring before the meeting, a brief description of thebusiness desired to be brought before the meeting, the reasons for conductingsuch business at the meeting, any material interest in such business of suchstockholder and the beneficial owner, if any, on whose behalf the proposal ismade and any other information that is required by law to be provided by thestockholder in his or her capacity as a proponent of a stockholder proposal;and (c) as to the stockholder giving the notice and the beneficial owner,if any, on whose behalf the nomination or proposal is made (i) the nameand address of such stockholder, as they appear on the corporation’s books, andof such beneficial owner and (ii) the class and number of shares ofthe corporation which are owned beneficially and of record by such stockholderand such beneficial owner.

####  

#### (3)                                  Notwithstanding anything in thisbylaw to the contrary, in the event that the number of directors to be electedto the board of directors of the corporation is increased and there is nopublic announcement by the corporation naming all of the nominees for directoror specifying the size of the increased board of directors at least seventy(70) days prior to the first anniversary of the date of the preceding year’sannual meeting, a stockholder’s notice required by this bylaw shall also beconsidered timely, but only with respect to nominees for any new positionscreated by such increase, if it shall be delivered to the secretary at theprincipal executive offices of the corporation not later than the close ofbusiness on the 10th day following the day on which such public announcement isfirst made by the corporation.

####  

### (B)                                *Special Meetings of Stockholders.*Only suchbusiness shall be conducted at a special meeting of stockholders as shall bebrought before the meeting pursuant to the corporation’s notice of meeting. Astockholder’s nomination of one or more persons for election to the board ofdirectors shall only be permitted to be made at a special meeting ofstockholders if: (i) the corporation’s notice of such meeting specifiedthat directors are to be elected at such special meeting; (ii) suchstockholder was a stockholder of record entitled to vote at the meeting at thetime of giving of notice provided for in this bylaw; and (iii) if suchstockholder complies with the notice procedures set forth in this bylaw. In theevent the corporation calls a special meeting of stockholders for the purposeof electing one or more directors to the board of

 

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### directors, any such stockholder may nominatea person or persons (as the case may be), for election to such position(s)as specified in the corporation’s notice of meeting, if the stockholder’snotice required by paragraph (A)(2) of this bylaw shall be delivered tothe secretary at the principal executive offices of the corporation not earlierthan the close of business on the 90th day prior to such special meeting andnot later than the close of business on the later of the 60th day prior to suchspecial meeting or the 10th day following the day on which public announcementis first made of the date of the special meeting and of the nominees proposedby the board of directors to be elected at such meeting. In no event shall thepublic announcement of an adjournment of a special meeting commence a new timeperiod for the giving of a stockholder’s notice as described above.

###  

### (C)                                *General*

###  

#### (1)                                  At the request of the board ofdirectors, any person nominated by the board of directors for election as adirector shall furnish to the secretary of the corporation that informationrequired to be set forth in a stockholder’s notice of nomination which pertainsto the nominee. Only such persons who are nominated in accordance with theprocedures set forth in this bylaw shall be eligible to serve as directors. Asprovided for in Section 15 of this Article II, the chairman of themeeting shall have the power and authority to determine the procedures of ameeting of stockholders which shall include, without limitation, the authorityto determine whether a nomination or any other business proposed to be broughtbefore the meeting was made or proposed, as the case may be, in accordancewith the procedures set forth in this bylaw and, if any proposed nomination orbusiness is determined by the chairman to not be in compliance with this bylaw,to declare that such defective proposal or nomination shall be disregarded.

####  

#### (2)                                  For purposes of this bylaw, “publicannouncement” shall mean disclosure in a press release reported by the DowJones News Service, Associated Press or comparable national news service or ina document publicly filed by the corporation with the Securities and ExchangeCommission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

####  

#### (3)                                  Notwithstanding the foregoingprovisions of this bylaw, a stockholder shall also comply with all applicablerequirements of the Exchange Act and the rules and regulations thereunderwith respect to the matters set forth in this bylaw. Nothing in this bylawshall be deemed to affect any rights (i) of stockholders to requestinclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8under the Exchange Act or (ii) of the holders of any series ofpreferred stock, if any, to elect directors under certain circumstances.

 

## Section 15.                                      *Conduct of Business*

 

## The chairman of anymeeting of stockholders shall have the power and authority to determine theorder of business and the procedures of a meeting, including without limitationregulation of the manner of voting and the conduct of business.

 

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# **ARTICLE III**

# ** **

# **DIRECTORS**

# ** **

## Section 1.                                            *Powers *Subject to the provisionsof the Delaware General Corporation Law and any limitations in the certificateof incorporation and these bylaws relating to action required to be approved bythe stockholders or by the outstanding shares, the business and affairs of thecorporation shall be managed and all corporate powers shall be exercised by orunder the direction of the board of directors.

 

## Section 2.                                            *Number and Qualification ofDirectors *The numberof directors which shall constitute the whole board of directors shall be notless than seven (7) nor more than ten (10). The exact number of authorizeddirectors may be fixed from time to time by a duly adopted resolution ofthe board of directors.

 

## Section 3.                                            *Election and Term of Office ofDirectors *Directorsshall be elected at each annual meeting of the stockholders to hold officeuntil the next annual meeting of stockholders. Each director, including adirector elected to fill a vacancy, shall hold office until the next annualmeeting of stockholders following the election of such director and until asuccessor has been elected and qualified or the earlier of his resignation orremoval.

 

## Section 4.                                            *Vacancies *Vacancies in the board ofdirectors may be filled by a majority of the remaining directors, thoughless than a quorum, or by a sole remaining director. Each director elected tofill a vacancy shall hold office for the remainder of the term of the personwhom he succeeds, and until a successor has been elected and qualified.

 

A vacancy or vacancies in the board of directors shallbe deemed to exist in the case of the death, retirement, resignation or removalof any director, or if the board of directors by resolution declares vacant theoffice of a director who has been declared of unsound mind by an order of courtor convicted of a felony, or if the authorized number of directors beincreased, or if the stockholders fail at any meeting of stockholders at whichany director or directors are elected, to elect the full authorized number ofdirectors to be voted for at that meeting.

 

Any director may resign or voluntarily retireupon giving written notice to the chairman of the board, the president, thesecretary or the board of directors. Such retirement or resignation shall be effectiveupon the giving of the notice, unless the notice specifies a later time for itseffectiveness. If such retirement or resignation is effective at a future time,the board of directors may elect a successor to take office when theretirement or resignation becomes effective.

 

No reduction of the authorized number of directorsshall have the effect of removing any director prior to the expiration of histerm of office.

 

## Section 5.                                            *Place of Meetings and TelephonicMeetings *Regularmeetings of the board of directors may be held at any place within orwithout the State of Delaware that has been designated from time to time byresolution of the board. In the absence of such designation, regular meetingsshall be held at the principal executive office of the corporation. Specialmeetings of the board shall be held at any place within or without the State ofDelaware that has been designated in the notice of the meeting or, if notstated in the notice or there is no notice, at the principal executive officeof the corporation. Any meeting, regular or special, may be held byconference telephone or similar communication equipment, so long as alldirectors 

 

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## participating in such meeting can hear one another, andall such directors shall be deemed to be present in person at such meeting.

 

## Section 6.                                            *Annual Meetings *Immediately following eachannual meeting of stockholders, the board of directors shall hold a regularmeeting for the purpose of organization, any desired election of officers andtransaction of other business. Notice of this meeting shall not be required.

 

## Section 7.                                            *Other Regular Meetings *Other regular meetings ofthe board of directors shall be held at such time as shall from time to time bedetermined by the board of directors. Such regular meetings may be heldwithout notice provided that notice of any change in the determination of timeof such meeting shall be sent to all of the directors. Notice of a change inthe determination of the time shall be given to each director in the samemanner as for special meetings of the board of directors.

 

## Section 8.                                            *Special Meetings *Special meetings of theboard of directors for any purpose or purposes may be called at any timeby the chairman of the board or the president or the secretary or any twodirectors. Notice of the time and place of special meetings shall be deliveredpersonally or by telephone to each director or sent by facsimile, e-mail orsimilar electronic transmission, first-class mail or overnight courier,charges prepaid, addressed to each director at his or her address as it isshown upon the records of the corporation. In case such notice is mailed, itshall be deposited in the United States mail at least four (4) days priorto the time of the holding of the meeting. In case such notice is delivered byovernight courier, it shall be delivered to the overnight courier service in amanner reasonably designed to be delivered to each director at leasttwenty-four (24) hours prior to the time of the holding of the meeting. In casesuch notice is delivered personally, by telephone, facsimile or e-mail orsimilar electronic transmission, it shall be delivered personally, or bytelephone, by facsimile or by e-mail or similar electronic transmission, atleast twenty-four (24) hours prior to the time of the holding of the meeting. Anyoral notice given personally or by telephone may be communicated to eitherthe director or to a person at the office of the director who the person givingthe notice has reason to believe will promptly communicate it to the director. Thenotice need not specify the purpose of the meeting nor the place if the meetingis to be held at the principal executive office of the corporation.

 

## Section 9.                                            *Quorum *A majority of the number of directors then in office as directors shallconstitute a quorum for the transaction of business, which in no case shall beless than one-third (1/3) of the total authorized number of directors, exceptto adjourn as hereinafter provided. Every act or decision done or madeby a majority of the directors present at a meeting duly held at which a quorumis present shall be regarded as the act of the board of directors. A meeting atwhich a quorum is initially present may continue to transact business notwithstandingthe withdrawal of directors, if any action taken is approved by at least amajority of the required quorum for such meeting.

 

## Section 10.                                      *Waiver of Notice *The transactions of anymeeting of the board of directors, however called and noticed or wherever held,shall be as valid as though had at a meeting duly held after regular call andnotice if a quorum be present and if, either before or after the meeting, eachof the directors not present signs a written waiver of notice, a consent to holdingthe

 

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## meeting or an approval of the minutes thereof. Thewaiver of notice or consent need not specify the purpose of the meeting. Allsuch waivers, consents and approvals shall be filed with the corporate recordsor made a part of the minutes of the meeting. Notice of a meeting shallalso be deemed given to any director who attends the meeting withoutprotesting, prior thereto or at its commencement, the lack of notice to suchdirector.

 

## Section 11.                                      *Adjournment *A majority of the directorspresent, whether or not constituting a quorum, may adjourn any meeting toanother time and place.

 

## Section 12.                                      *Notice of Adjournment *Notice of the time andplace of an adjourned meeting need not be given, unless the meeting isadjourned for more than twenty-four (24) hours, in which case notice of suchtime and place shall be given prior to the time of the adjourned meeting, inthe manner specified in Section 8 of this Article III, to thedirectors who were not present at the time of the adjournment.

 

## Section 13.                                      *Action Without Meeting *Any action required orpermitted to be taken at any meeting of the board of directors, or of anycommittee thereof, may be taken without a meeting if all members of theboard or committee, as the case may be, consent thereto in writing and thewriting or writings are filed with the minutes of proceedings of the board orcommittee. Written consents representing actions taken by the board orcommittee may be executed by telex, telecopy or other facsimiletransmission, and such facsimile shall be valid and binding to the same extentas if it were an original.

 

## Section 14.                                      *Fees and Compensation ofDirectors *Directorsand members of committees may receive such compensation, if any, for theirservices and such reimbursement of expenses, as may be fixed or determinedby resolution of the board of directors. Nothing herein contained shall beconstrued to preclude any director from serving the corporation in any othercapacity as an officer, agent, employee, or otherwise, and receivingcompensation for such services.

 

# **ARTICLE IV**

# ** **

# **COMMITTEES**

# ** **

## Section 1.                                            *Committees of Directors *The board of directors may,by resolution adopted by a majority of the number of directors then in officeas directors, designate one or more committees, with each committee to consistof one or more of the directors of the corporation. The board may designateone or more directors as alternate members of any committee, who may replaceany absent or disqualified member at any meeting of the committee. Any suchcommittee, to the extent provided in the resolution of the board of directorsor in these bylaws, shall have and may exercise all the powers andauthority of the board of directors in the management of the business and affairsof the corporation, and may authorize the seal of the corporation to beaffixed to all papers that may require it; but no such committee shallhave the power or authority to (i) approve, adopt or recommend to thestockholders any action or matter expressly required by the General CorporationLaw of the State of Delaware to be submitted to the stockholders for approval,or (ii) adopt, amend or repeal any bylaw of the corporation.

 

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## Section 2.                                            *Meetings and Action of Committees *Meetings and action ofcommittees shall be governed by, and held and taken in accordance with, theprovisions of Article III of these bylaws, Sections 5 (place of meetings),7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiverof notice), 11 (adjournment), 12 (notice of adjournment) and 13 (action withoutmeetings), with such changes in the context of those bylaws as are necessary tosubstitute the committee and its members for the board of directors and its members,except that the time of regular meetings of committees may be determinedby resolution of the board of directors as well as the committee, specialmeetings of committees may also be called by resolution of the board ofdirectors, and notice of special meetings of committees shall also be given toall alternate members, who shall have the right to attend all meetings of thecommittee. The board of directors may adopt rules for the governmentof any committee not inconsistent with the provisions of these bylaws.

 

## Section 3.                                            *Committee Minutes *Each committee shall keepregular minutes of its meetings and report the same to the board of directorswhen requested or otherwise required.

 

# **ARTICLE V**

# ** **

# **OFFICERS**

# ** **

## Section 1.                                            *Officers *The officers of thecorporation shall be chosen by the board of directors and shall include achairman of the board or president, or both, a vice president, a secretary, achief executive officer and a chief financial officer. The corporation may alsohave, at the discretion of the board of directors, a president, one or moreadditional vice presidents, one or more assistant secretaries, one or moreassistant treasurers, and such other officers as may be held by the sameperson.

 

## Section 2.                                            *Election of Officers *The officers of the corporation,except such officers as may be appointed in accordance with the provisionsof Section 3 or Section 5 of this Article V, shall be chosenannually by the board of directors, and each shall hold his office until heshall resign or be removed or otherwise disqualified to serve or his successorshall be appointed in accordance with the provisions of Section 3 of this Article V.Any number of offices may be elected and qualified.

 

## Section 3.                                            *Subordinate Officers, etc.*Theboard of directors may appoint, and may empower the chairman of theboard to appoint, such other officers as the business of the corporation may require,each of whom shall hold office for such period, have such authority and perform suchduties as are provided in the bylaws or as the board of directors may fromtime to time determine.

 

## Section 4.                                            *Removal and Resignation ofOfficers *Any officer may beremoved, either with or without cause, by the board of directors, at anyregular or special meeting thereof, or, except in case of an officer chosen bythe board of directors, by any officer upon whom such power of removal may beconferred by the board of directors.

 

Any officer may resign at any time by givingwritten notice to the corporation. Any such resignation shall take effect at thedate of the receipt of such notice or at any later time

 

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specified therein; and, unless otherwise specifiedtherein, the acceptance of such resignation shall not be necessary to make iteffective.

 

## Section 5.                                            *Vacancies in Office *A vacancy in any officebecause of death, resignation, removal, disqualification, or any other causeshall be filled in the manner prescribed in these bylaws for regularappointments to such office.

 

## Section 6.                                            *Chairman of the Board *The chairman of the board,when present, shall preside at all meetings of the stockholders and the boardof directors. The chairman of the board shall perform other dutiescommonly incident to his office and shall also perform such other dutiesand have such other powers as the board of directors shall designate from timeto time.

 

## Section 7.                                            *President *The president shall be thechief operating officer of the corporation and shall exercise and perform suchpowers and duties with respect to the administration of the business andaffairs of the corporation as may from time to time be assigned to him bythe chairman of the board or by the board of directors, or as may beprescribed by the bylaws.

 

## Section 8.                                            *Vice Presidents *In the absence ordisability of the president, a vice president designated by the board ofdirectors shall perform all the duties of the president, and when soacting shall have all the powers of, and be subject to all the restrictionsupon, the president. The vice presidents shall have such other powers and perform suchother duties as from time to time may be prescribed for them respectivelyby the board of directors or the bylaws.

 

## Section 9.                                            *Secretary *The secretary shall keep orcause to be kept, at the principal executive office or such other place as theboard of directors may order, a book of minutes of all meetings andactions of directors, committees of directors and stockholders, with the timeand place of holding, whether regular or special, and, if special, howauthorized, the notice thereof given, the names of those present at directors’and committee meetings, the number of shares present or represented atstockholders’ meetings, and the proceedings thereof.

 

The secretary shall keep, or cause to be kept, at theprincipal executive office or at the office of the corporation’s transfer agentor registrar, as determined by resolution of the board of directors, a stockregister, or a duplicate register, showing the names of all stockholders andtheir addresses, the number and classes of shares held by each, the number anddate of certificates issued for the same, and the number and date ofcancellation of every certificate surrendered for cancellation.

 

The secretary shall give, or cause to be given, noticeof all meetings of the stockholders and of the board of directors required bythe bylaws or by law to be given, and he shall keep the seal of the corporationin safe custody, and shall have such other powers and perform such otherduties as may be prescribed by the board of directors or by the bylaws.

 

## Section 10.                                      *Chief Executive Officer *The chief executive officershall preside at all meetings of the stockholders and at all meetings of theboard of directors, unless the chairman of the board has been appointed and ispresent. The chief executive officer shall, subject to the control of the boardof directors, have general supervision, direction and control of the business

 

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## and affairs of the corporation, and shall have such otherpowers as may be prescribed by the board of directors or the bylaws. Theoffice of the chief executive officer may be shared among two or morepersons at any one time.

 

## Section 11.                                      *Chief Financial Officer *The chief financial officershall keep and maintain, or cause to be kept and maintained, adequate andcorrect books and records of accounts of the properties and businesstransactions of the corporation, including accounts of its assets, liabilities,receipts, disbursements, gains, losses, capital, retained earnings and shares. Thebooks of account shall be open at all reasonable times to inspection by anydirector.

 

The chief financial officer shall deposit all moniesand other valuables in the name and to the credit of the corporation with suchdepositories as may be designated by the board of directors. The chieffinancial officer shall disburse the funds of the corporation as may beordered by the board of directors, shall render to the chairman of the boardand directors, whenever they request it, an account of all of his transactionsas chief financial officer and of the financial condition of the corporation,and shall have other powers and perform such other duties as may beprescribed by the board of directors or the bylaws.

 

## Section 12.                                      *Assistant Secretaries andAssistant Treasurers *Anyassistant secretary may perform any act within the power of thesecretary, and any assistant treasurer may perform any act within thepower of the chief financial officer, subject to any limitations which may beimposed in these bylaws or in board resolutions.

 

## Section 13.                                      *Authority and Duties of Officers *In addition to theforegoing authority and duties, all officers of the corporation shallrespectively have such authority and perform such duties in the managementof the business of the corporation as may be designated from time to timeby the board of directors.

 

# **ARTICLE VI**

# ** **

# **INDEMNIFICATION OF DIRECTORS, OFFICERS,EMPLOYEES AND OTHER AGENTS**

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## Section 1.                                            *Indemnification of Director andOfficers *Thecorporation shall, to the maximum extent and in the manner permitted by theGeneral Corporation Law of the State of Delaware, indemnify each of itsdirectors and officers against expenses (including attorneys’ fees), judgments,fines, settlements, and other amounts actually and reasonably incurred inconnection with any proceeding (including without limitation any threatened,pending or completed action, suit or proceeding, whether or not by or in theright of the corporation, and whether civil, criminal, administrative,investigative or otherwise) arising by reason of the fact that such person isor was a director or officer of the corporation. For purposes of this Section 1of Article VI, a “director” or “officer” of the corporation includes anyperson (i) who is or was a director or officer of the corporation, (ii) whois or was serving at the request of the corporation as a director or officer ofanother corporation, partnership, joint venture, trust or other enterprise(which for purposes of this Article VI shall include any employee benefitplan or trust) or (iii) who was a director or officer of a corporationwhich was a predecessor corporation of the corporation or of another enterpriseat the request of such predecessor corporation.

 

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## Section 2.                                            *Indemnification of Others *The corporation shall havethe power, to the extent and in the manner permitted by the General CorporationLaw of the State of Delaware, to indemnify each of its employees and agents(other than directors and officers) against expenses (including attorneys’fees), judgments, fines, settlements and other amounts actually and reasonablyincurred in connection with any proceeding (including without limitation anythreatened, pending or completed action, suit or proceeding, whether or not byor in the right of the corporation, and whether civil, criminal,administrative, investigative or otherwise) arising by reason of the fact thatsuch person is or was an employee or agent of the corporation. For purposes ofthis Section 2 of Article VI, an “employee” or “agent” of thecorporation (other than a director or officer) includes any person (i) whois or was an employee or agent of the corporation, (ii) who is or wasserving at the request of the corporation as an employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise or (iii) whowas an employee or agent of a corporation which was a predecessor corporationof the corporation or of another enterprise at the request of such predecessorcorporation.

 

## Section 3.                                            *Payment of Expenses in Advance *Expenses incurred indefending any action or proceeding for which indemnification is requiredpursuant to this Article VI or for which indemnification is permittedfollowing authorization thereof by the board of directors shall be paid by thecorporation in advance of the final disposition of such action or proceedingupon receipt of an undertaking by or on behalf of the indemnified party torepay such amount if it shall ultimately be determined that the indemnifiedparty is not entitled to be indemnified as authorized in this Article VI.

 

## Section 4.                                            *Indemnity Not Exclusive *The indemnificationprovided by this Article VI shall not be deemed exclusive of, or tootherwise limit in any way, any other rights which those seekingindemnification may be entitled under any bylaw, agreement, vote ofstockholders or disinterested directors or otherwise, both as to action in anofficial capacity and as to action in another capacity while holding suchoffice. The corporation may, to the maximum extent permitted by law, purchaseand maintain insurance on behalf of any such person against any liability whichmay be asserted against him or her and may enter into contractsproviding for the indemnification of such person to the maximum extentpermitted by law.

 

# **ARTICLE VII**

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# **GENERAL CORPORATE MATTERS**

# ** **

## Section 1.                                            *Record Date for Purposes OtherThan Notice and Voting *Forpurposes of determining the stockholders entitled to receive payment of anydividend or other distribution or allotment of any rights or entitled toexercise any rights in respect of any other lawful action, the board ofdirectors may fix, in advance, a record date, which date shall not precedethe date upon which the resolution fixing the record date is adopted by theBoard of Directors, and which shall not be more than sixty (60) nor less thanten (10) days prior to any such action, and in such case only stockholdersof record on the date so fixed are entitled to receive the dividend, distributionor allotment of rights or to exercise the rights, as the case may be,notwithstanding any transfer of any shares on the books of the corporationafter the record date fixed as aforesaid, except as otherwise provided in theDelaware General Corporation Law.

 

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A determination of stockholders of record entitled tonotice of or to vote at a meeting of stockholders shall apply to anyadjournment of the meeting; *provided, however*,that the board of directors may fix a new record date for the adjournedmeeting. In order that the corporation may determine the stockholdersentitled to consent to corporate action in writing without a meeting, the boardof directors may fix a record date which shall not be more than ten daysafter the date upon which the resolution fixing the record date is adopted bythe board of directors.

 

## Section 2.                                            *Checks, Drafts, Evidences ofIndebtedness *Allchecks, drafts or other orders for payment of money, notes or other evidencesof indebtedness, issued in the name of or payable to the corporation shall besigned or endorsed by such person or persons and in such manner as, from timeto time, shall be determined by resolution of the board of directors.

 

## Section 3.                                            *Corporate Contracts andInstruments; How Executed *Theboard of directors, except as otherwise provided in these bylaws, may authorizeany officer or officers, agent or agents, to enter into any contract or executeany instrument in the name of and on behalf of the corporation, and suchauthority may be general or confined to specific instances; and, unless soauthorized or ratified by the board of directors or within the agency power ofan officer, no officer, agent or employee shall have any power or authority tobind the corporation by any contract or engagement or to pledge its credit orto render it liable for any purpose or to any amount.

 

## Section 4.                                            *Stock Certificates *A certificate orcertificates for shares of the capital stock of the corporation shall be issuedto each stockholder when any such shares are fully paid. All certificates shallbe signed in the name of the corporation by the chairman of the board or thepresident or vice president and by the chief financial officer, the treasureror an assistant treasurer or the secretary or any assistant secretary,certifying the number of shares and the class or series of sharesowned by the stockholder. Any or all of the signatures on the certificate may befacsimile. In case any officer, transfer agent or registrar who has signed orwhose facsimile signature has been placed upon a certificate shall have ceasedto be such officer, transfer agent or registrar before such certificate isissued, it may be issued by the corporation with the same effect as ifsuch person were an officer, transfer agent or registrar at the date of issue.

 

## Section 5.                                            *Lost Certificates *Except as hereinafter inthis Section 5 provided, no new stock certificate shall be issued in lieuof an old certificate unless the latter is surrendered to the corporation andcanceled at the same time. The board of directors may in case any stockcertificate or certificate for any other security is lost, stolen or destroyed,authorize the issuance of a new certificate in lieu thereof, upon such termsand conditions as the board of directors may require, including provisionfor indemnification of the corporation secured by a bond or other adequatesecurity sufficient to protect the corporation against any claim that may bemade against it, including any expense or liability, on account of the allegedloss, theft or destruction of such certificate or the issuance of such newcertificate.

 

## Section 6.                                            *Representation of Stock of OtherCorporations *Thechairman of the board, the chief executive officer, the president, or any vicepresident, or any other person authorized by resolution of the board ofdirectors by any of the foregoing designated officers, is authorized to vote onbehalf of the corporation any and all stock of any other corporation orcorporations, 

 

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## foreign or domestic, standing in the name of thecorporation. The authority herein granted to said officers to vote or representon behalf of the corporation any and all stock by the corporation in any othercorporation or corporations may be exercised by any such officer in personor by any person authorized to do so by proxy duly executed by said officer.

 

## Section 7.                                            *Construction and Definitions *Unless the context requiresotherwise, the general provisions, rules of construction, and definitionsin the Delaware General Corporation Law shall govern the construction of thebylaws. Without limiting the generality of the foregoing, the singular numberincludes the plural, the plural number includes the singular, and the term “person”includes both a corporation and a natural person.

 

## Section 8.                                            *Fiscal Year *The fiscal year of thecorporation shall be fixed by resolution of the board of directors.

 

## Section 9.                                            *Seal *The seal of the corporationshall be round and shall bear the name of the corporation and words and figuresdenoting its organization under the laws of the State of Delaware and yearthereof, and otherwise shall be in such form as shall be approved fromtime to time by the board of directors.

 

# **ARTICLE VIII**

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# **AMENDMENTS**

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## Section 1.                                            *Amendment *The bylaws, or any of them,may be rescinded, altered, amended or repealed, and new bylaws may bemade (i) by the board of directors, by vote of a majority of the number ofdirectors then in office as directors, acting at any meeting of the board ofdirectors, or (ii) by the stockholders, by the vote of the holders ofsixty-six and two-thirds percent (66-2/3%) of the outstanding voting stockof the corporation, at any annual or special meeting of stockholders, *provided* that notice of such proposed amendment,modification, repeal or adoption is given in the notice of the annual orspecial meeting; *provided, however*, that thebylaws can only be amended if such amendment would not conflict with thecertificate of incorporation. Any bylaw made or altered by the requisite numberof stockholders may be altered or repealed by the board of directors or may bealtered or repealed by the requisite number of stockholders.

 

*          *          *          *

 

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