**Exhibit 3.3**

 

**BYLAWS**

 

**OF**

 

**MARTEN TRANSPORT, LTD.**

 

**(AS AMENDED DECEMBER 18,2007)**

 

ARTICLE I

 

Offices

 

Section 1.               RegisteredOffice.  The registered office ofMarten Transport, Ltd. (the “Corporation”) to be maintained in the State ofDelaware is as designated in the Certificate of Incorporation.  The Board of Directors of the Corporationmay, from time to time, change the location of the registered office.  On or before the day that such change is tobecome effective, a certificate of such change and of the address of the newregistered office shall be filed with the Secretary of State of the State ofDelaware.

 

Section 2.               OtherOffices.  The Corporation mayestablish and maintain such other offices, within or without the State ofDelaware, as are from time to time authorized by the Board of Directors.

 

ARTICLE II

 

Meetings ofStockholders

 

Section 1.               Placeof Meeting.  All meetings of thestockholders shall be held at such place, either within or without the State ofDelaware, as may be designated from time to time by the Board of Directors andstated in the notices or waivers of notice of such meetings.

 

Section 2.               AnnualMeeting.  Annual meetings of thestockholders, for the purpose of electing directors or for the transaction ofany other business as may come before the meeting, shall be held on such dateand at such time as may be designated by the Board of Directors and stated inthe notices or waivers of notice of such meetings.

 

Section 3.               SpecialMeetings.  Special meetings of thestockholders, for any purpose or purposes, unless otherwise prescribed bystatute or by the Certificate of Incorporation, may be called by the ChiefExecutive Officer and shall be called by the Chief Executive Officer at therequest in writing of two or more members of the Board of Directors.  Such request shall be by certified orregistered mail or delivered in person to the Chief Executive Officer and shallstate the purpose or purposes of the proposed meeting.  No business shall be transacted at anyspecial meeting of stockholders except that stated in the notice of themeeting.

 

Section 4.               Noticeof Meetings of Stockholders.  Writtennotice of the date, time and place and, in the case of any special meeting, thepurpose or purposes of the special meeting, shall be mailed, postage prepaid,not less than 10 nor more than 60 days before such meeting, to each stockholderentitled to vote at such meeting at the address of such stockholder as the sameappears upon the books of the Corporation.

 

Section 5.               VotingRecords.  The officer who has chargeof the stock ledger of the Corporation shall prepare and make, at least 10 daysbefore every meeting of stockholders, a complete list of the stockholdersentitled to vote at the meeting, arranged in alphabetical order, and showingthe address of each stockholder and the number of shares registered in the nameof each stockholder.  Such list shall beopen to the examination of any stockholder, for any purpose germane to themeeting, during ordinary business hours, for a period of at least 10 days priorto the meeting, either at a place within the city where the meeting is to beheld, which place shall be specified in the notice of the meeting, or, if notso specified, at the place where the 

 

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meeting is to beheld.  The list shall also be producedand kept at the time and place of the meeting during the whole time thereof,and may be inspected by any stockholder who is present.  Upon the willful neglect or refusal of thedirectors to produce such a list at any meeting for the election of directors,they shall be ineligible for election to any office at such meeting.  The stock ledger shall be the only evidenceas to who are the stockholders entitled to examine the stock ledger, the listrequired by this provision or the books of the Corporation or to vote in personor by proxy at any meeting of the stockholders.

 

Section 6.               Waiverof Notice.  A stockholder may waivenotice of a meeting of stockholders.  Awritten waiver, signed by the stockholder entitled to notice, whether givenbefore, at or after the meeting, shall be deemed equivalent to notice.  Attendance of a stockholder at a meetingshall constitute a waiver of notice of such meeting, except when thestockholder attends a meeting for the express purpose of objecting at thebeginning of the meeting to the transaction of any business because the meetingis not lawfully called or convened.

 

Section 7.               Quorumand Adjournment.  The holders of amajority of the voting power of the shares present in person or by proxyentitled to vote at a meeting shall constitute a quorum at all meetings of thestockholders for the transaction of business, except as otherwise provided bystatute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at anymeeting of the stockholders, the stockholders entitled to vote thereat, presentin person or represented by proxy, shall have the power to adjourn the meetingfrom time to time, without notice other than announcement at the meeting, untila quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present orrepresented, any business may be transacted which might have been transacted atthe meeting as originally noticed.  Thestockholders present at a duly called or held meeting at which a quorum ispresent may continue to transact business until adjournment, even though thewithdrawal of a number of stockholders originally present leaves less than theproportion or number otherwise required for a quorum.

 

Section 8.               VotingRights.  A stockholder may cast hisvote in person or by proxy. When a quorum is present at the time a meeting isconvened, the vote of the holders of a majority of the shares entitled to voteon any question present in person or by proxy shall decide such question unlessthe question is one upon which, by express provision of the applicable statuteor the Certificate of Incorporation, a different vote is required, in whichcase such express provision shall govern and control the decision of suchquestion.

 

Section 9.               Mannerof Voting.  Each stockholder shall atevery meeting of the stockholders be entitled to one vote in person or by proxyfor each share of the capital stock having voting power held by suchstockholder, but no proxy shall be valid after three years from its date,unless the proxy expressly provides for a longer period.

 

Section 10.             RecordDate.  The Board of Directors may fixa date, not less than 10 nor more than 60 days preceding the date of anymeeting of stockholders, as a record date for the determination of thestockholders entitled to notice of and to vote at such meeting, and in suchcase only stockholders of record on the date so fixed, or their legalrepresentatives, shall be entitled to notice of and to vote at such meeting,notwithstanding any transfer of any shares on the books of the Corporationafter any record date so fixed.  TheBoard of Directors may close the books of the Corporation against transfers ofshares during the whole or any part of such period.

 

Section 11.             Organizationof Meetings.  The Chief ExecutiveOfficer shall preside at all meetings of the stockholders, and in his or herabsence any person chosen by the stockholders present shall act aschairman.  The Secretary shall act assecretary of all meetings of the stockholders, and in his or her absence anyperson appointed by the chairman shall act as secretary.

 

Section 12.             Inspection.  The chairman of the meeting may at any timeappoint two or more inspectors to serve at any meeting of thestockholders.  Any inspector may beremoved, and a new inspector or inspectors appointed, by the Board of Directorsat any time.  Such inspectors shalldecide upon the qualifications of voters, accept and count the votes for andagainst the question, respectively, declare the results of such vote, andsubscribe and deliver to the secretary of the meeting a certificate stating thenumber of 

 

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shares of stockissued and outstanding and entitled to vote thereon and the number of sharesvoted for and against the question, respectively.  The inspectors need not be stockholders ofthe Corporation, and any director or officer of the Corporation may be aninspector on any question other than a vote for or against his or her electionto any position with the Corporation or on any other question in which he orshe may be directly interested.  Beforeacting as herein provided, each inspector shall subscribe an oath faithfully toexecute the duties of an inspector with strict impartiality and according tothe best of his or her ability.

 

Section 13.             ActionWithout a Meeting.  Unless otherwiseprovided in the Certificate of Incorporation, any action required or permittedto be taken at any annual or special meeting of the stockholders of theCorporation may be taken without a meeting, without prior notice and without avote, if a consent in writing, setting forth the action so taken, shall besigned by the holders of outstanding stock having not less than the minimumnumber of votes that would be necessary to authorize or take such action at a meetingat which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of corporateaction without a meeting by less than unanimous written consent shall be givento those stockholders who have not consented in writing.

 

ARTICLE III

 

Board ofDirectors

 

Section 1.               GeneralPowers.  The business and affairs ofthe Corporation shall be managed by or under the direction of the Board ofDirectors, except as may be otherwise provided by applicable statutes or theCertificate of Incorporation.

 

Section 2.               Number,Qualifications and Term of Office. The number of directors which shall constitute the whole board shall beat least one, or such other number as may be determined by resolution of theBoard of Directors or by resolution of the stockholders.  Directors need not be stockholders of theCorporation.  Except as otherwiserequired or permitted by statute, the directors shall be elected at each annualmeeting of the Corporation’s stockholders (or at any special meeting of thestockholders called for that purpose) by a majority of the voting power of theshares represented and voting, and each director shall be elected to serveuntil the next annual meeting of the stockholders or until his or her successorshall have been duly elected and qualified.

 

Section 3.               Resignationand Removal.  Any director may resignat any time upon written notice to the Corporation.  Such resignation shall take effect on thedate of the receipt of such notice, or at any later time specified therein,and, unless otherwise specified therein, the acceptance of such resignationshall not be necessary to make it effective. Any director may be removed at any time, with or without cause, by theaffirmative vote of the holders of a majority of the voting shares entitled toelect such director taken at a meeting of the stockholders called for thatpurpose.

 

Section 4.               Vacancies.  If the office of any director becomes vacantby reason of death, resignation, removal, disqualification or otherwise, thedirectors then in office, although less than a quorum, by a majority vote maychoose a successor who shall hold office for the unexpired term in respect ofwhich such vacancy occurred.  Withrespect to the initial election of a director to fill a newly createddirectorship resulting from an increase in the number of directors by action ofthe Board of Directors in the manner permitted by statute, such vacancy shallbe filled by the affirmative vote of a majority of the directors serving at thetime of the increase.

 

Section 5.               Meetingsof Directors.  A regular meeting ofthe Board of Directors of the Corporation shall be held without other noticethan this provision immediately after the annual meeting of stockholders, andeach adjourned session thereof.  Theplace of such regular meeting shall be the same as the place of the meeting ofstockholders which precedes it, or such other suitable place as may beannounced at such meeting of stockholders. The Board of Directors of the Corporation may hold special meetings,from time to time, either within or without the State of Delaware, at suchplace as a majority of the members of the 

 

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Board ofDirectors may from time to time appoint. If the Board of Directors fails to select a place for the meeting, themeeting shall be held at the principal executive office of the Corporation.

 

Section 6.               CallingMeetings.  Special meetings of theBoard of Directors may be called by the Chief Executive Officer on two days’notice to each director, either personally, by telephone or by mail or telegramand shall be called by the Chief Executive Officer in like manner and on likenotice on the written request of at least two of the directors. Every suchnotice shall state the date, time and place of the meeting.

 

Section 7.               Participationby Conference Telephone.  Directorsof the Corporation may participate in a meeting of the Board of Directors bymeans of conference telephone or similar communications equipment by means ofwhich all persons participating in the meeting can hear each other, andparticipation in a meeting by that means shall constitute presence in person atthe meeting.

 

Section 8.               Waiverof Notice.  A director may waivenotice of a meeting of the Board of Directors. A written waiver, signed by the director entitled to notice, whethergiven before, at or after the meeting, shall be deemed equivalent tonotice.  Attendance of a director at ameeting shall constitute a waiver of notice of such meeting, except when thedirector attends a meeting for the express purpose of objecting at thebeginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened.

 

Section 9.               Quorum.  At all meetings of the Board of Directors amajority of the directors shall constitute a quorum for the transaction ofbusiness, and the act of a majority of the directors present at any meeting atwhich there is a quorum shall be the act of the Board of Directors, except asmay be otherwise specifically provided by applicable statutes or by theCertificate of Incorporation.  If aquorum shall not be present at any meeting of the Board of Directors, thedirectors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum is present.  If a quorum is present at the call of ameeting, the directors may continue to transact business until adjournmentnotwithstanding the withdrawal of enough directors to leave less than a quorum.

 

Section 10.             Organizationof Meetings.  The Chief ExecutiveOfficer shall preside at all meetings of the Board of Directors, and in his orher absence any director chosen by the directors present shall act aschairman.  The Secretary shall act assecretary of all meetings of the Board of Directors, and in his or her absenceany person appointed by the chairman shall act as secretary.

 

Section 11.             ActionWithout Meeting.  Unless otherwiserestricted by the Certificate of Incorporation or these Bylaws, any actionrequired or permitted to be taken at any meeting of the Board of Directors orof any committee thereof may be taken without a meeting if all members of theBoard of Directors or committee, as the case may be, consent thereto inwriting, and the writing or writings are filed with the minutes of proceedingsof the Board of Directors, or committee, as the case may be.

 

Section 12.             Compensationof Directors.  The Board ofDirectors, by affirmative vote of a majority of the directors then in office,and irrespective of any personal interest of any of its members, may establish reasonablecompensation of all directors for services to the Corporation as directors,officers or otherwise or may delegate such authority to an appropriatecommittee.  The Board of Directors alsoshall have authority to provide for or to delegate authority to an appropriatecommittee to provide for reasonable pensions, disability or death benefits, andother benefits or payments, to directors, officers and employees and to theirfamilies, dependents or beneficiaries on account of prior services rendered bysuch directors, officers and employees to the Corporation.

 

Section 13.             Committees.  The Board of Directors by resolution adoptedby the affirmative vote of a majority of the directors present at any meetingat which there is a quorum may designate one or more committees, each committeeto consist of one or more directors elected by the Board of Directors, which tothe extent provided in said resolution as initially adopted, and as thereaftersupplemented or amended by further resolution adopted by a like vote, shallhave and may exercise, when the Board of Directors is not in session, thepowers of the Board of Directors in the management of the business and affairsof the Corporation, except 

 

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action inrespect to dividends to stockholders, election of the principal officers or thefilling of vacancies in the Board of Directors or committees created pursuantto this section.  The Board of Directorsmay elect one or more of its members as alternate members of any such committeewho may take the place of any absent member or members at any meeting of suchcommittee, upon request by the Chief Executive Officer or upon request by thechairman of such meeting. Each such committee shall fix its own rules,consistent with applicable statutes and these Bylaws, governing the conduct ofits activities and shall make such reports to the Board of Directors of itsactivities as the Board of Directors may request.

 

ARTICLE IV

 

Officers

 

Section 1.               Numberand Qualifications.  The principalofficers of the Corporation shall be chosen by the Board of Directors and shallinclude a Chief Executive Officer, a President, a Secretary and aTreasurer.  The Board of Directors mayalso choose one or more Vice Presidents, and one or more Assistant Secretariesand Assistant Treasurers.  Any number ofoffices or functions of those offices may be held or exercised by the sameperson.

 

Section 2.               Election.  The Board of Directors at its first meetingafter each annual meeting of stockholders shall choose a Chief ExecutiveOfficer, a President, a Secretary and a Treasurer by a resolution approved by amajority of the directors present.

 

Section 3.               OtherOfficers and Agents.  The Board ofDirectors may appoint such other officers and agents as it shall deem necessarywho shall hold their offices for such terms and shall exercise such powers andperform such duties as shall be determined from time to time by the Board ofDirectors.

 

Section 4.               Salaries.  The salaries of all officers of theCorporation shall be fixed by the Board of Directors.

 

Section 5.               Termof Office.  The officers of theCorporation shall hold office until their successors are chosen andqualify.  Any officer elected orappointed by the Board of Directors may be removed with or without cause at anytime by the affirmative vote of a majority of the Board of Directors.  Any officer may resign at any time by givingwritten notice to the Chairman of the Board or the President of theCorporation.  Any vacancy occurring inany office of the Corporation shall be filled by the Board of Directors.

 

Section 6.               TheChief Executive Officer.  Powerand Duties.  The Chief ExecutiveOfficer of the Corporation shall preside at all meetings of the Board ofDirectors and the stockholders, shall have general active management of thebusiness of the Corporation, shall see that all orders and resolutions of theBoard of Directors are carried into effect, and may sign and deliver in thename of the Corporation any deeds, mortgages, bonds, contracts or otherinstruments pertaining to the business of the Corporation, except in cases inwhich the authority to sign and deliver is required by law to be exercised byanother person or is expressly delegated by the Certificate of Incorporation,these Bylaws or the Board of Directors exclusively to some other officer oragent of the Corporation.  In addition tothe general responsibilities incident to the office of Chief Executive Officer,he or she shall have such other powers and perform such additional duties as mayfrom to time be assigned by the Board of Directors.  Except as otherwise prescribed by theseBylaws or the Board of Directors, the Chief Executive Officer shall prescribethe duties of other officers.

 

Section 7.               ThePresident.  Powers and Duties.  The President shall be the chief operating officerof the Corporation, shall be responsible for the management of all theoperations of the business of the Corporation and may also sign and deliver inthe name of the Corporation any instruments or documents pertaining to thebusiness of the Corporation which could be signed by the Chief ExecutiveOfficer.  In addition to the generalresponsibilities incident to the office of President, he or she shall have suchother powers and perform such additional duties as may from time to time beassigned by the Board of Directors or the Chief Executive Officer.

 

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Section 8.               TheVice President.  Powers and Duties.  The Vice President, if any, or if there shallbe more than one, the Vice Presidents in the order determined by the Board ofDirectors, shall, in the absence or disability of the President, perform theduties and exercise the powers of the President and shall perform such otherduties and have such other powers as the Board of Directors or the ChiefExecutive Officer may from time to time prescribe.

 

Section 9.               TheSecretary.  Powers and Duties.  The Secretary shall attend all meetings ofthe Board of Directors and all meetings of the stockholders and record all theproceedings of the meetings of the Corporation and of the Board of Directors ina book to be kept for that purpose.  Heor she shall give, or cause to be given, notice of all meetings of thestockholders and special meetings of the Board of Directors, and shall performsuch other duties as may be prescribed by the Board of Directors or the ChiefExecutive Officer, under whose supervision he or she shall be.

 

Section 10.             AssistantSecretary.  The Assistant Secretary,if any, or if there be more than one, the Assistant Secretaries in the orderdetermined by the Board of Directors, shall, in the absence or disability ofthe Secretary, perform the duties and exercise the powers of the Secretary andshall perform such other duties and have such other powers as the Board ofDirectors or the Chief Executive Officer may from time to time prescribe.

 

Section 11.             TheTreasurer.  Powers and Duties.  The Treasurer shall be the chief financialofficer of the Corporation, and shall keep accurate financial records for theCorporation.  He or she shall deposit allmoney, drafts, and checks in the name of and to the credit of the Corporationin the banks and depositories designated by the Board of Directors from time totime, and shall have the power to endorse for deposit all notes, checks, anddrafts received by the Corporation.  Heor she shall disburse the funds of the Corporation as ordered by the Board ofDirectors, making proper vouchers therefor, and shall render to the Board ofDirectors, whenever requested, an account of all his or her transactions asTreasurer and of the financial condition of the Corporation.

 

Section 12.             Treasurer’sBond.  If required by the Board ofDirectors, the Treasurer shall give the Corporation a bond (which shall berenewed every six years) in such sum and with such surety or sureties as shallbe satisfactory to the Board of Directors for the faithful performance of theduties of his or her office and for the restoration to the Corporation, in caseof his or her death, resignation, retirement or removal from office, of allbooks, papers, vouchers, money and other property of whatever kind in his orher possession or under his or her control belonging to the Corporation.

 

Section 13.             AssistantTreasurer.  The Assistant Treasurer,if any, or if there shall be more than one, the Assistant Treasurers in theorder determined by the Board of Directors, shall, in the absence or disabilityof the Treasurer, perform the duties and exercise the powers of the Treasurerand shall perform such other duties and have such other powers as the Board ofDirectors or the Chief Executive Officer may from time to time prescribe.

 

ARTICLE V

 

Certificates ofStock

 

Section 1.               Certificatesof Stock.  The shares of stock of theCorporation may either be certificated or uncertificated.  Every holder of stock in the Corporation thathas a certificated interest and, upon request, any holder of an uncertificatedinterest shall be entitled to have a certificate, signed by, or in the name ofthe Corporation by the Chairman of the Board, the President or a VicePresident, and by the Treasurer or an Assistant Treasurer, or by the Secretaryor an Assistant Secretary of the Corporation, if there be one, certifying thenumber of shares owned by him or her in the Corporation.  The certificates of stock shall be numberedin the order of their issue.

 

Section 2.               FacsimileSignatures.  Where a certificate issigned (1) by a transfer agent or an assistant transfer agent, or (2) bya transfer clerk acting on behalf of the Corporation and a registrar, the 

 

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signature of anysuch Chairman of the Board, President, Vice President, Treasurer, AssistantTreasurer, Secretary or Assistant Secretary may be by facsimile.  In case any officer or officers who havesigned, or whose facsimile signature or signatures have been used on any suchcertificate or certificates shall cease to be such officer or officers of theCorporation before such certificate or certificates have been delivered by theCorporation, such certificate or certificates may nevertheless be adopted bythe Corporation and be issued and delivered as though the person or persons whosigned such certificate or certificates or whose facsimile signature orsignatures have been used thereon had not ceased to be such officer or officersof the Corporation.

 

Section 3.               Lostor Destroyed Certificates.  The Boardof Directors may direct a new certificate or certificates to be issued in placeof any certificate or certificates theretofore issued by the corporationalleged to have been lost or destroyed, upon the making of an affidavit of thatfact by the person claiming the certificate of stock to be lost ordestroyed.  When authorizing such issueof a new certificate or certificates, the Board of Directors may, in itsdiscretion and as a condition precedent to the issuance thereof, require theowner of such lost or destroyed certificate or certificates, or his or herlegal representative, to advertise the same in such manner as it shall requireand/or to give the Corporation a bond in such sum as it may direct as indemnityagainst any claim that may be made against the Corporation with respect to thecertificate alleged to have been lost or destroyed.

 

Section 4.               Transfersof Stock.  Upon surrender to theCorporation or the transfer agent of the Corporation of a certificate forshares duly endorsed or accompanied by proper evidence of succession,assignment or authority to transfer or, in the case of uncertificated shares,upon receipt of proper transfer instructions from the registered holder thereofor such person’s attorney lawfully constituted in writing and upon payment ofall necessary transfer taxes and compliance with appropriate procedures fortransferring shares in uncertificated form, it shall be the duty of theCorporation to issue a new certificate or evidence of the issuance ofuncertificated shares to the stockholder entitled thereto, cancel the oldcertificate and record the transaction upon its books.

 

Section 5.               RegisteredStockholders.  The corporation shallbe entitled to recognize the exclusive right of a person registered on itsbooks as the owner of shares to receive dividends, and to vote as such owner,and shall be entitled to hold liable for calls and assessments a person soregistered on its books as the owner of shares, and shall not be bound torecognize any equitable or other claim to or interest in such share or shareson the part of any other person, whether or not it shall have express or othernotice thereof, except as otherwise provided by applicable statute.

 

Section 6.               Legend.  Before transferring any shares or issuing anynew certificates, the Corporation shall first determine whether there are anyrestrictions thereon permitted by Section 202 of the Delaware GeneralCorporation Law and to the extent stockholders have agreed to affix a legend orlegends on the certificates, the transfer agent shall affix said legend on allcertificates representing shares affected thereby and upon all substitutecertificates related thereto.

 

ARTICLE VI

 

Indemnification

 

Section 1.               Rightto Indemnification.  Every person whowas or is threatened to be made a party to or is involved in any threatened,pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative, by reason of the fact that he or she is or wasa director or officer of the Corporation, is or was serving at the request ofthe Corporation or for its benefit as a director, officer, employee or agent ofanother corporation, or as its representative in a partnership, joint venture,trust or other enterprise, including any employee benefit plan, shall beindemnified and held harmless by the Corporation to the fullest extent legallypermissible under the General Corporation Law of the State of Delaware in themanner prescribed therein, from time to time, against all expenses (includingattorneys’ fees), judgments, fines and amounts paid in settlement actually andreasonably incurred by him or her in connection therewith. Similarindemnification may be provided by the Corporation to an employee or agent ofthe Corporation who was or is a party or is threatened to be made a party to oris involved in any such threatened, pending or completed 

 

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action, suit orproceeding by reason of the fact that he or she is or was an employee or agentof the Corporation or is or was serving at the request of the Corporation orfor its benefit as a director, officer, employee, or agent of anothercorporation or as its representative in a partnership, joint venture, trust orother enterprise, including any employee benefit plan.

 

Section 2.               Contract.  The provisions of Section 1 of this Article VIshall be deemed to be a contract between the Corporation and each director andofficer who serves in such capacity at any time while such Section is ineffect, and any repeal or modification thereof shall not affect any rights orobligations then existing with respect to any state of facts then ortheretofore existing or any action, suit or proceeding theretofore orthereafter brought based in whole or in part upon any such state of facts.

 

Section 3.               IndemnificationAgreement.  The corporation shallhave the express authority to enter into such agreements as the Board ofDirectors deems appropriate for the indemnification of present or futuredirectors or officers of the corporation in connection with their service to,or status with, the Corporation or any other corporation, entity or enterprisewith whom such person is serving at the express written request of theCorporation.

 

Section 4.               OtherIndemnification.  The rights ofindemnification conferred by this Article VI shall not be exclusive of, butshall be in addition to, any other rights which such directors, officers,employees or agents may have or hereafter acquire and, without limiting thegenerality of such statement, they shall be entitled to their respective rightsof indemnification under any bylaw, agreement, vote of stockholders, provisionof law or otherwise, as well as their rights under this Article VI.

 

Section 5.               Insurance.  Upon a resolution or resolutions duly adoptedby the Board of Directors of the corporation, the Corporation may purchase andmaintain insurance on behalf of any person who is or was a director, officer,employee or agent of the Corporation against any liability or expenses assertedagainst such person or incurred by him or her in any capacity, or arising outof his or her capacity as such, whether or not the Corporation would have thepower to indemnify such person against such liability or expenses under theprovisions of applicable statutes, the Certificate of Incorporation or theseBylaws.

 

ARTICLE VII

 

GeneralProvisions

 

Section 1.               Dividends.  Subject to the provisions of the applicablestatutes and the Certificate of Incorporation, dividends upon the capital stockof the Corporation may be declared by the Board of Directors at any regular orspecial meeting, and may be paid in cash, in property or in shares of thecapital stock.

 

Section 2.               Reserves.  Before payment of any dividend, there may beset aside out of any funds of the Corporation available for dividends such sumor sums as the directors from time to time, in their absolute discretion, deemproper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the Corporation, orfor such other purposes as the directors shall deem conducive to the interestsof the Corporation, and the directors may modify or abolish any such reserve inthe manner in which it was created.

 

Section 3.               Checks.  All checks or demands for money and notes ofthe corporation shall be signed by such officer or officers or such otherperson or persons as the Board of Directors may from time to time designate.

 

Section 4.               FiscalYear.  The fiscal year of theCorporation shall be fixed by resolution of the Board of Directors.

 

Section 5.               Seal.  The Corporation may have such corporate sealas may be designated by resolution of the Board of Directors.

 

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ARTICLE VIII

 

Amendments

 

Section 1.               Amendments.  The power to make, alter, amend or rescindthese Bylaws is vested in the Board of Directors, subject to the power of the stockholdersto adopt, amend or repeal these Bylaws, as permitted by applicable statutes.

 

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