**Exhibit3.3**

 

**BYLAWS**

 

**OF**

 

**INVISION TECHNOLOGIES, INC.**

 

**As amended through July 1, 2003**

 

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**TABLEOF CONTENTS**

 
| ARTICLE I   | OFFICES                     |
|-------------|-----------------------------|
|        |                        |   |
| Section 1.  |                        | Registered  Office |
|        |                        |   |
| Section 2.  |                        | Other Offices |
|        |                        |   |
| ARTICLE II  | CORPORATE SEAL              |
|        |                        |   |
| Section 3.  |                        | Corporate Seal |
|        |                        |   |
| ARTICLE III | STOCKHOLDERS’ MEETINGS |
|        |                        |   |
| Section 4.  |                        | Place of  Meetings |
|        |                        |   |
| Section 5.  |                        | Annual Meeting |
|        |                        |   |
| Section 6.  |                        | Special  Meetings |
|        |                        |   |
| Section 7.  |                        | Notice of  Meetings |
|        |                        |   |
| Section 8.  |                        | Quorum |
|        |                        |   |
| Section 9.  |                        | Adjournment and  Notice of Adjourned Meetings |
|        |                        |   |
| Section 10. |                        | Voting Rights |
|        |                        |   |
| Section 11. |                        | Beneficial  Owners of Stock |
|        |                        |   |
| Section 12. |                        | List of  Stockholders |
|        |                        |   |
| Section 13. |                        | Organization |
|        |                        |   |
| ARTICLE IV  | DIRECTORS                   |
|        |                        |   |
| Section 14. |                        | Number and Term  of Office |
|        |                        |   |
| Section 15. |                        | Powers |
|        |                        |   |
| Section 16. |                        | Classes of  Directors |
|        |                        |   |
| Section 17. |                        | Vacancies |
|        |                        |   |
| Section 18. |                        | Resignation |
|        |                        |   |
| Section 19. |                        | Removal |
|        |                        |   |
| Section 20. |                        | Meetings |
|        |                        |   |
| (a)         |                        |   | Annual Meetings |
|        |                        |   |   |
| (b)         |                        |   | Regular  Meetings |
|        |                        |   |   |
| (c)         |                        |   | Special  Meetings |
|        |                        |   |   |
| (d)         |                        |   | Telephone  Meetings |
|        |                        |   |   |
| (e)         |                        |   | Notice  of Meetings |
|        |                        |   |   |
| (f)         |                        |   | Waiver  of Notice |

 

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| Section 21. |                                                                                  | Quorum and  Voting                             |
|-------------|---------------------------------------------------------------------------------------|------------------------------------------------|
|        |                                                                                  |                                           |
| Section 22. |                                                                                  | Action  without Meeting                        |
|        |                                                                                  |                                           |
| Section 23. |                                                                                  | Fees and  Compensation                         |
|        |                                                                                  |                                           |
| Section 24. |                                                                                  | Committees                                     |
|        |                                                                                  |                                           |
| (a)         |                                                                                  |                                           | Executive Committee |
|        |                                                                                  |                                           |   |
| (b)         |                                                                                  |                                           | Other  Committees |
|        |                                                                                  |                                           |   |
| (c)         |                                                                                  |                                           | Term |
|        |                                                                                  |                                           |   |
| (d)         |                                                                                  |                                           | Meetings |
|        |                                                                                  |                                           |   |
| Section 25. |                                                                                  | Organization                                   |
|        |                                                                                  |                                           |
| ARTICLE V   | OFFICERS                                                                              |
|        |                                                                                  |                                           |
| Section 26. |                                                                                  | Officers  Designated                           |
|        |                                                                                  |                                           |
| Section 27. |                                                                                  | Tenure and  Duties of Officers                 |
|        |                                                                                  |                                           |
| (a)         |                                                                                  |                                           | General |
|        |                                                                                  |                                           |   |
| (b)         |                                                                                  |                                           | Duties of  Chairman of the Board of Directors |
|        |                                                                                  |                                           |   |
| (c)         |                                                                                  |                                           | Duties  of President |
|        |                                                                                  |                                           |   |
| (d)         |                                                                                  |                                           | Duties of Vice Presidents |
|        |                                                                                  |                                           |   |
| (e)         |                                                                                  |                                           | Duties  of Secretary |
|        |                                                                                  |                                           |   |
| (f)         |                                                                                  |                                           | Duties  of Chief Financial Officer or Treasurer |
|        |                                                                                  |                                           |
| Section 28. |                                                                                  | Delegation of  Authority                       |
|        |                                                                                  |                                           |
| Section 29. |                                                                                  | Resignations                                   |
|        |                                                                                  |                                           |
| Section 30. |                                                                                  | Removal                                        |
|        |                                                                                  |                                           |
| ARTICLE VI  | EXECUTION OF CORPORATE INSTRUMENTS AND VOTING  OF SECURITIES OWNED BY THE CORPORATION |
|        |                                                                                  |                                           |
| Section 31. |                                                                                  | Execution of  Corporate Instruments            |
|        |                                                                                  |                                           |
| Section 32. |                                                                                  | Voting of  Securities Owned by the Corporation |
|        |                                                                                  |                                           |
| ARTICLE VII | SHARES OF STOCK                                                                       |
|        |                                                                                  |                                           |
| Section 33. |                                                                                  | Form and  Execution of Certificates            |
|        |                                                                                  |                                           |
| Section 34. |                                                                                  | Lost  Certificates                             |
|        |                                                                                  |                                           |
| Section 35. |                                                                                  | Transfers                                      |
|        |                                                                                  |                                           |
| Section 36. |                                                                                  | Fixing Record  Dates                           |

 

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| Section 37.  |                                | Registered  Stockholders                                            |
|--------------|-------------------------------------|---------------------------------------------------------------------|
|         |                                |                                                                |
| ARTICLE VIII | OTHER SECURITIES OF THE CORPORATION |
|         |                                |                                                                |
| Section 38.  |                                | Execution of  Other Securities                                      |
|         |                                |                                                                |
| ARTICLE IX   | DIVIDENDS                           |
|         |                                |                                                                |
| Section 39.  |                                | Declaration  of Dividends                                           |
|         |                                |                                                                |
| Section 40.  |                                | Dividend  Reserve                                                   |
|         |                                |                                                                |
| ARTICLE X    | FISCAL YEAR                         |
|         |                                |                                                                |
| Section 41.  |                                | Fiscal Year                                                         |
|         |                                |                                                                |
| ARTICLE XI   | INDEMNIFICATION                     |
|         |                                |                                                                |
| Section 42.  |                                | Indemnification  of Directors, Officers, Employees and Other Agents |
|         |                                |                                                                |
| (a)          |                                |                                                                | Directors and  Executive Officers |
|         |                                |                                                                |   |
| (b)          |                                |                                                                | Officers, Employees and  Other Agents |
|         |                                |                                                                |   |
| (c)          |                                |                                                                | Good Faith |
|         |                                |                                                                |   |
| (d)          |                                |                                                                | Expenses |
|         |                                |                                                                |   |
| (e)          |                                |                                                                | Enforcement |
|         |                                |                                                                |   |
| (f)          |                                |                                                                | Non-Exclusivity of Rights |
|         |                                |                                                                |   |
| (g)          |                                |                                                                | Survival  of Rights |
|         |                                |                                                                |   |
| (h)          |                                |                                                                | Insurance |
|         |                                |                                                                |   |
| (i)          |                                |                                                                | Amendments |
|         |                                |                                                                |   |
| (j)          |                                |                                                                | Saving  Clause |
|         |                                |                                                                |   |
| (k)          |                                |                                                                | Certain Definitions |
|         |                                |                                                                |
| ARTICLE XII  | NOTICES                             |
|         |                                |                                                                |
| Section 43.  |                                | Notices                                                             |
|         |                                |                                                                |
| (a)          |                                |                                                                | Notice to Stockholders |
|         |                                |                                                                |   |
| (b)          |                                |                                                                | Notice  to Directors |
|         |                                |                                                                |   |
| (c)          |                                |                                                                | Address  Unknown |
|         |                                |                                                                |   |
| (d)          |                                |                                                                | Affidavit of Mailing |
|         |                                |                                                                |   |
| (e)          |                                |                                                                | Time Notices Deemed Given |
|         |                                |                                                                |   |
| (f)          |                                |                                                                | Methods  of Notice |

 

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| (g)          |              |               | Failure to Receive Notice                             |
|--------------|-------------------|--------------------|-------------------------------------------------------|
|         |              |               |                                                  |
| (h)          |              |               | Notice  to Person with Whom Communication Is Unlawful |
|         |              |               |                                                  |
| (i)          |              |               | Notice to  Person with Undeliverable Address          |
|         |              |               |
| ARTICLE XIII | AMENDMENTS        |
|         |              |               |
| Section 44.  |              | Amendments         |
|         |              |               |
| ARTICLE XIV  | LOANS TO OFFICERS |
|         |              |               |
| Section 45.  |              | Loans to  Officers |

 

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**BYLAWS**

 

**OF**

 

**INVISION TECHNOLOGIES, INC.**

(a Delawarecorporation)

 

**ARTICLEI****Offices**

 

**Section1.****              RegisteredOffice.** The registered office of the corporation in the State ofDelaware shall be in the City of Dover, County of Kent.

 

**Section2.****              OtherOffices.** The corporation shall also have and maintain an office orprincipal place of business in Newark, California, at such place as may befixed by the Board of Directors, and may also have offices at such otherplaces, both within and without the State of Delaware as the Board of Directorsmay from time to time determine or the business of the corporation may require.

 

**ARTICLEII****Corporate Seal**

 

**Section3.****              CorporateSeal.** The corporate seal, if any, shall consist of a die bearing thename of the corporation and the inscription, “Corporate Seal-Delaware.”  Said seal may be used by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise.

 

**ARTICLEIII****Stockholders’ Meetings**

 

**Section4.****              Placeof Meetings.** Meetings of the stockholders of the corporation shallbe held at such place, either within or without the State of Delaware, as maybe designated from time to time by the Board of Directors, or, if not sodesignated, then at the office of the corporation required to be maintainedpursuant to Section 2 hereof.

 

**Section5.****              AnnualMeeting.**

 

**(a)          **Theannual meeting of the stockholders of the corporation, for the purpose ofelection of directors and for such other business as may lawfully come beforeit, shall be held on such date and at such time as may be designated from timeto time by the Board of Directors.

 

**(b)          **Atan annual meeting of the stockholders, only such business shall be conducted asshall have been properly brought before the meeting.  To be properly brought before an annual meeting, business mustbe:  (A) specified in the notice ofmeeting (or any 

 

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supplement thereto) given by or at the direction of the Board ofDirectors, (B) otherwise properly brought before the meeting by or at thedirection of the Board of Directors, or (C) otherwise properly broughtbefore the meeting by a stockholder. For business to be properly brought before an annual meeting by astockholder, the stockholder must have given timely notice thereof in writingto the Secretary of the corporation.  Tobe timely, a stockholder’s notice must be delivered to or mailed and receivedat the principal executive offices of the corporation not later than the closeof business on the sixtieth (60th) day nor earlier than the close of businesson the ninetieth (90th) day prior to the first anniversary of the precedingyear’s annual meeting; *provided, however,*that in the event thatno annual meeting was held in the previous year or the date of the annual meetinghas been changed by more than thirty (30) days from the date contemplated atthe time of the previous year’s proxy statement, notice by the stockholder tobe timely must be so received not earlier than the close of business on theninetieth (90th) day prior to such annual meeting and not later than the closeof business on the later of the sixtieth (60th) day prior to such annualmeeting or, in the event public announcement of the date of such annual meetingis first made by the corporation fewer than seventy (70) days prior to the dateof such annual meeting, the close of business on the tenth (10th) day followingthe day on which public announcement of the date of such meeting is first madeby the corporation. A stockholder’s notice to the Secretary shall set forth asto each matter the stockholder proposes to bring before the annualmeeting:  (i) a brief descriptionof the business desired to be brought before the annual meeting and the reasonsfor conducting such business at the annual meeting, (ii) the name andaddress, as they appear on the corporation’s books, of the stockholderproposing such business, (iii) the class and number of shares of thecorporation which are beneficially owned by the stockholder, (iv) anymaterial interest of the stockholder in such business and (v) any otherinformation that is required to be provided by the stockholder pursuant toRegulation 14A under the Securities Exchange Act of 1934, as amended (the “1934Act”), in his capacity as a proponent to a stockholder proposal.  Notwithstanding the foregoing, in order toinclude information with respect to a stockholder proposal in the proxystatement and form of proxy for a stockholder’s meeting, stockholders mustprovide notice as required by the regulations promulgated under the 1934Act.  Notwithstanding anything in theseBylaws to the contrary, no business shall be conducted at any annual meetingexcept in accordance with the procedures set forth in this paragraph (b).  The chairman of the annual meeting shall, ifthe facts warrant, determine and declare at the meeting that business was notproperly brought before the meeting and in accordance with the provisions ofthis paragraph (b), and, if he should so determine, he shall so declare atthe meeting that any such business not properly brought before the meetingshall not be transacted.

 

**(c)          **Onlypersons who are nominated in accordance with the procedures set forth in thisparagraph (c) shall be eligible for election as directors.  Nominations of persons for election to theBoard of Directors of the corporation may be made at a meeting of stockholdersby or at the direction of the Board of Directors or by any stockholder of thecorporation entitled to vote in the election of directors at the meeting whocomplies with the notice procedures set forth in this paragraph (c).  Such nominations, other than those made byor at the direction of the Board of Directors, shall be made pursuant to timelynotice in writing to the Secretary of the corporation in accordance with theprovisions of paragraph (b) of this Section 5.  Such stockholder’s notice shall set forth(i) as to each person, if any, whom the stockholder proposes to nominatefor election or re-election as a director: (A) the name, age, business address and residence address of suchperson, (B) the principal occupation or employment of such person, 

 

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(C) the class and number of shares of the corporation which arebeneficially owned by such person, (D) a description of all arrangementsor understandings between the stockholder and each nominee and any other personor persons (naming such person or persons) pursuant to which the nominationsare to be made by the stockholder, and (E) any other information relatingto such person that is required to be disclosed in solicitations of proxies forelection of directors, or is otherwise required, in each case pursuant toRegulation 14A under the 1934 Act (including without limitation suchperson’s written consent to being named in the proxy statement, if any, as anominee and to serving as a director if elected); and (ii) as to suchstockholder giving notice, the information required to be provided pursuant toparagraph (b) of this Section 5. At the request of the Board of Directors, any person nominated by astockholder for election as a director shall furnish to the Secretary of thecorporation that information required to be set forth in the stockholder’snotice of nomination which pertains to the nominee.  No person shall be eligible for election as a director of thecorporation unless nominated in accordance with the procedures set forth inthis paragraph (c).  The chairmanof the meeting shall, if the facts warrant, determine and declare at themeeting that a nomination was not made in accordance with the proceduresprescribed by these Bylaws, and if he should so determine, he shall so declareat the meeting, and the defective nomination shall be disregarded.

 

**(d)          **Forpurposes of this Section 5, “public announcement” shall mean disclosure in apress release reported by the Dow Jones News Service, Associated Press orcomparable national news service or in a document publicly filed by thecorporation with the Securities and Exchange Commission pursuant to Section 13,14 or 15(d) of the 1934 Act.

 

**Section6.****              SpecialMeetings.** Special meetings of the stockholders of the corporationmay be called, for any purpose or purposes, by (i) the Chairman of the Board,(ii) the President, (iii) the Board of Directors pursuant to a resolution adoptedby a majority of the total number of authorized directors (whether or not thereexist any vacancies in previously authorized directorships at the time any suchresolution is presented to the Board for adoption) or (iv) by the holders ofshares entitled to cast not less than ten percent (10%) of the votes at themeeting, and shall be held at such place, on such date, and at such time asthey or he shall fix.

 

**Section7.****              Noticeof Meetings.** Except as otherwise provided by law or the Certificateof Incorporation, written notice of each meeting of stockholders shall be givennot less than ten (10) nor more than sixty (60) days before the date of themeeting to each stockholder entitled to vote at such meeting, such notice tospecify the place, date and hour and purpose or purposes of the meeting.  Notice of the time, place and purpose of anymeeting of stockholders may be waived in writing, signed by the person entitledto notice thereof, either before or after such meeting, and will be waived byany stockholder by his attendance thereat in person or by proxy, except whenthe stockholder 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. Any stockholder so waiving notice of such meeting shall be bound by theproceedings of any such meeting in all respects as if due notice thereof hadbeen given.

 

**Section8.****              Quorum.**At all meetings of stockholders, except where otherwise provided by statute orby the Certificate of Incorporation, or by these Bylaws, the presence, inperson or by proxy duly authorized, of the holders of a majority of theoutstanding shares of

 

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stock entitled to vote shall constitute a quorum for the transaction ofbusiness. Any shares, the voting of which at said meeting has been enjoined, orwhich for any reason cannot be lawfully voted at such meeting, shall not becounted to determine a quorum at such meeting. In the absence of a quorum any meeting of stockholders may be adjourned,from time to time, either by the chairman of the meeting or by vote of theholders of a majority of the shares represented thereat, but no other businessshall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at whicha quorum is present, may continue to transact business until adjournment,notwithstanding the withdrawal of enough stockholders to leave less than aquorum.  Except as otherwise provided bylaw, the Certificate of Incorporation or these Bylaws, all action taken by theholders of a majority of the voting power represented at any meeting at which aquorum is present shall be valid and binding upon the corporation; provided,however, that Directors shall be elected by a plurality of the votes of theshares present in person or represented by proxy at the meeting and entitled tovote on the election of Directors. Where a separate vote by a class or classes is required, a majority ofthe outstanding shares of such class or classes, present in person orrepresented by proxy, shall constitute a quorum entitled to take action withrespect to that vote on that matter and the affirmative vote of the majority(plurality, in the case of the election of Directors) of shares of such classor classes present in person or represented by proxy at the meeting shall bethe act of such class.

 

**Section9.****              Adjournmentand Notice of Adjourned Meetings.** Any meeting of stockholders,whether annual or special, may be adjourned from time to time either by thechairman of the meeting or by the vote of a majority of the shares representedthereat.  When a meeting is adjourned toanother time or place, notice need not be given of the adjourned meeting if thetime and place thereof are announced at the meeting at which the adjournment istaken. At the adjourned meeting the corporation may transact any business whichmight have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if afterthe adjournment a new record date is fixed for the adjourned meeting, a noticeof the adjourned meeting shall be given to each stockholder of record entitledto vote at the meeting.

 

**Section10.****            VotingRights. **For the purpose ofdetermining those stockholders entitled to vote at any meeting of thestockholders, except as otherwise provided by law, only persons in whose namesshares stand on the stock records of the corporation on the record date, asprovided in Section 12 of these Bylaws, shall be entitled to vote at anymeeting of stockholders.  Except as maybe otherwise provided in the Certificate of Incorporation or these Bylaws, eachstockholder shall be entitled to one vote for each share of capital stock heldby such stockholder.  Every personentitled to vote shall have the right to do so either in person, by remotecommunication, if applicable, or by an agent or agents authorized by a proxygranted in accordance with Delaware law. An agent so appointed need not be a stockholder.  No proxy shall be voted after three (3)years from its date of creation unless the proxy provides for a longer period.

 

**Section11.****            BeneficialOwners of Stock.**

 

**(a)          **Ifshares or other securities having voting power stand of record in the names oftwo (2) or more persons, whether fiduciaries, members of a partnership, jointtenants, tenants in common, tenants by the entirety, or otherwise, or if two(2) or more persons have the same fiduciary relationship respecting the sameshares, unless the Secretary is given written 

 

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notice to the contrary and is furnished with a copy of the instrumentor order appointing them or creating the relationship wherein it is soprovided, their acts with respect to voting shall have the followingeffect:  (a) if only one (1) votes, hisact binds all; (b) if more than one (1) votes, the act of the majority sovoting binds all; (c) if more than one (1) votes, but the vote is evenly spliton any particular matter, each faction may vote the securities in questionproportionally, or may apply to the Delaware Court of Chancery for relief asprovided in the General Corporation Law of Delaware, Section 217(b).  If the instrument filed with the Secretaryshows that any such tenancy is held in unequal interests, a majority oreven-split for the purpose of this subsection (c) shall be a majority oreven-split in interest.

 

**(b)          **Personsholding stock in a fiduciary capacity shall be entitled to vote the shares soheld.  Persons whose stock is pledgedshall be entitled to vote, unless in the transfer by the pledgor on thebooks of the corporation he has expressly empowered the pledgee to votethereon, in which case only the pledgee, or his proxy, may represent such stockand vote thereon.

 

**Section12.****            Listof Stockholders.** The Secretary shall prepare and make, at least ten(10) days before every meeting of stockholders, a complete list of thestockholders entitled to vote at said meeting, arranged in alphabetical order,showing the address of each stockholder and the number of shares registered inthe name of each stockholder.  Such listshall be open to the examination of any stockholder, for any purpose germane tothe meeting, during ordinary business hours, for a period of at least ten (10)days prior to the meeting, either at a place within the city where the meetingis to be held, which place shall be specified in the notice of the meeting, or,if not specified, at the place where the meeting is to be held. The list shallbe produced and kept at the time and place of meeting during the whole timethereof, and may be inspected by any stockholder who is present.

 

**Section13.****            Organization.**

 

**(a)          **Atevery meeting of stockholders, the Chairman of the Board of Directors, or, if aChairman has not been appointed or is absent, the President, or, if thePresident is absent, the most senior Vice President present, or in the absenceof any such officer, a chairman of the meeting chosen by a majority in interestof the stockholders entitled to vote, present in person or by proxy, shall actas chairman.  The Secretary, or, in hisabsence, an Assistant Secretary directed to do so by the President, shall actas secretary of the meeting.

 

**(b)          **TheBoard of Directors of the corporation shall be entitled to make such rules orregulations for the conduct of meetings of stockholders as it shall deemnecessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any,the chairman of the meeting shall have the right and authority to prescribesuch rules, regulations and procedures and to do all such acts as, in thejudgment of such chairman, are necessary, appropriate or convenient for theproper conduct of the meeting, including, without limitation, establishing anagenda or order of business for the meeting, rules and procedures formaintaining order at the meeting and the safety of those present, limitationson participation in such meeting to stockholders of record of the corporationand their duly authorized and constituted proxies, and such other persons asthe chairman shall permit, restrictions on entry to the meeting after the timefixed for the commencement thereof, limitations on the time allotted toquestions or comments by participants and regulation of the opening and closingof the polls for 

 

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balloting on matters which are to be voted on by ballot.  Unless, and to the extent determined by theBoard of Directors or the chairman of the meeting, meetings of stockholdersshall not be required to be held in accordance with rules of parliamentaryprocedure.

 

**ARTICLEIV****Directors**

 

**Section14****.            Numberand Term of Office.** The authorized number of Directors shall befixed in the manner set forth in the Certificate of Incorporation.  Directors need not be stockholders unless sorequired by the Certificate of Incorporation. If for any cause, the Directors shall not have been elected at an annualmeeting, they may be elected as soon thereafter as convenient at a specialmeeting of the stockholders called for that purpose in the manner provided inthese Bylaws.

 

**Section15****.            Powers.**The powers of the corporation shall be exercised, its business conducted andits property controlled by the Board of Directors, except as may be otherwiseprovided by statute or by the Certificate of Incorporation.

 

**Section16****.            Classesof Directors.**  The Board ofDirectors shall be divided into classes in the manner set forth in theCertificate of Incorporation.

 

**Section17****.            Vacancies.**Unless otherwise provided in the Certificate of Incorporation, vacancies andnewly created directorships resulting from any increase in the authorizednumber of Directors may be filled by a majority of the Directors then inoffice, although less than a quorum, or by a sole remaining Director, and eachDirector so elected shall hold office for the unexpired portion of the term ofthe Director whose place shall be vacant and until his successor shall havebeen duly elected and qualified.  Avacancy in the Board of Directors shall be deemed to exist under this Section17 in the case of the death, removal or resignation of any Director, or if thestockholders fail at any meeting of stockholders at which Directors are to beelected (including any meeting referred to in Section 19 below) to elect thenumber of Directors then constituting the whole Board of Directors.

 

**Section18****.            Resignation.**Any Director may resign at any time by delivering his written resignation tothe Secretary, such resignation to specify whether it will be effective at aparticular time, upon receipt by the Secretary or at the pleasure of the Boardof Directors.  If no such specificationis made, it shall be deemed effective at the pleasure of the Board ofDirectors.  When one or more Directorsshall resign from the Board of Directors, effective at a future date, amajority of the Directors then in office, including those who have so resigned,shall have power to fill such vacancy or vacancies, the vote thereon to takeeffect when such resignation or resignations shall become effective, and eachDirector so chosen shall hold office for the unexpired portion of the term ofthe Director whose place shall be vacated and until his successor shall havebeen duly elected and qualified.

 

**Section19****.            Removal.**At a special meeting of stockholders called for the purpose in the mannerhereinabove provided, subject to any limitations imposed by law or theCertificate of Incorporation, the Board of Directors, or any individualDirector, may be removed from office, 

 

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with or without cause, and a new Director or Directors elected by avote of stockholders holding a majority of the outstanding shares entitled tovote at an election of Directors.

 

**Section20****.            Meetings.**

 

**(a)           Regular Meetings.** Except as hereinafter otherwiseprovided, regular meetings of the Board of Directors shall be held in anyoffice of the corporation maintained pursuant to Section 2 hereof.  Unless otherwise restricted by the Certificateof Incorporation, regular meetings of the Board of Directors may also be heldat any place within or without the State of Delaware which has been determinedby the Board of Directors.

 

**(b)           Special Meetings.** Unless otherwise restricted bythe Certificate of Incorporation, special meetings of the Board of Directorsmay be held at any time and place within or without the State of Delawarewhenever called by the President or a majority of the Directors.

 

**(c)           Telephone Meetings.** Any member ofthe Board of Directors, or of any committee thereof, may participate in ameeting by means of conference telephone or similar communications equipment bymeans of which all persons participating in the meeting can hear each other,and participation in a meeting by such means shall constitute presence inperson at such meeting.

 

**(d)           Notice of Meetings.** Written noticeof the time and place of all special meetings of the Board of Directors shallbe given at least one (1) day before the date of the meeting.  Notice of any meeting may be waived in writingat any time before or after the meeting and will be waived by any Director byattendance thereat, except when the Director attends the meeting for theexpress purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called orconvened.

 

**(e)           Waiver of Notice.** The transaction ofall business at any meeting of the Board of Directors, or any committeethereof, however called or noticed, or wherever held, shall be as valid asthough had at a meeting duly held after regular call and notice, if a quorum bepresent and if, either before or after the meeting, each of the Directors notpresent shall sign a written waiver of notice, or a consent to holding suchmeeting, or an approval of the minutes thereof.  Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the Board of Directors need be specified in anywritten waiver of notice or consent unless so required by the Certificate ofIncorporation or these Bylaws.  All suchwaivers, consents or approvals shall be filed with the corporate records ormade a part of the minutes of the meeting.

 

**Section21.****            Quorumand Voting.**

 

**(a)          **Unlessthe Certificate of Incorporation requires a greater number and except with respectto indemnification questions arising under Section 42 hereof, for which aquorum shall be one-third of the exact number of Directors fixed from time totime in accordance with Section 14 hereof, but not less than one (1), a quorumof the Board of Directors shall consist of a majority of the exact number ofDirectors fixed from time to time in accordance with Section 14 of theseBylaws, but not less than one (1); provided, however, at any meeting whether 

 

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a quorum be present or otherwise, a majority of the Directors presentmay adjourn from time to time until the time fixed for the next regular meetingof the Board of Directors, without notice other than by announcement at themeeting.

 

**(b)          **Ateach meeting of the Board of Directors at which a quorum is present allquestions and business shall be determined by a vote of a majority of theDirectors present, unless a different vote be required by law, the Certificateof Incorporation or these Bylaws.

 

**Section22.****            Actionwithout Meeting.** Unless otherwise restricted by the Certificate ofIncorporation or these Bylaws, any action required or permitted to be taken atany meeting of the Board of Directors or of any committee thereof may be takenwithout a meeting, if all members of the Board of Directors or committee, asthe case may be, consent thereto in writing or by electronic transmission, andsuch writing or writings or transmission or transmissions are filed with theminutes of proceedings of the Board of Directors or committee. Such filingshall be in paper form if the minutes are maintained in paper form and shall bein electronic form if the minutes are maintained in electronic form.

 

**Section23.****            Feesand Compensation.** Directors shall be entitled to such compensationfor their services as may be approved by the Board of Directors, including, ifso approved, by resolution of the Board of Directors, a fixed sum and expensesof attendance, if any, for attendance at each regular or special meeting of theBoard of Directors and at any meeting of a committee of the Board ofDirectors.  Nothing herein containedshall be construed to preclude any Director from serving the corporation in anyother capacity as an officer, agent, employee, or otherwise and receivingcompensation therefor.

 

**Section24.****            Committees.**

 

**(a)           Executive Committee.** The Board ofDirectors may by resolution passed by a majority of the whole Board ofDirectors, appoint an Executive Committee to consist of one (1) or more membersof the Board of Directors.  TheExecutive Committee, to the extent permitted by law and specifically granted bythe Board of Directors, shall have and may exercise when the Board of Directorsis not in session all powers of the Board of Directors in the management of thebusiness and affairs of the corporation, including, without limitation, thepower and authority to declare a dividend or to authorize the issuance ofstock, except such committee shall not have the power or authority to amend theCertificate of Incorporation, to adopt an agreement of merger or consolidation,to recommend to the stockholders the sale, lease or exchange of all orsubstantially all of the corporation’s property and assets, to recommend to thestockholders of the corporation a dissolution of the corporation or arevocation of a dissolution or to amend these Bylaws.

 

**(b)           Other Committees.** The Board ofDirectors may, by resolution passed by a majority of the whole Board ofDirectors, from time to time appoint such other committees as may be permittedby law.  Such other committees appointedby the Board of Directors shall consist of one (1) or more members of the Boardof Directors, and shall have such powers and perform such duties as may beprescribed by the resolution or resolutions creating such committees, but in noevent shall such committee have the powers denied to the Executive Committee inthese Bylaws.

 

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**(c)           Term.** The members of all committees of theBoard of Directors shall serve a term coexistent with that of the Board ofDirectors which shall have appointed such committee.  The Board of Directors, subject to the provisions of subsections(a) or (b) of this Section 24, may at any time increase or decrease the numberof members of a committee or terminate the existence of a committee.  The membership of a committee member shallterminate on the date of his death or voluntary resignation from the committeeor from the Board of Directors.  TheBoard of Directors may at any time for any reason remove any individualcommittee member and the Board of Directors may fill any committee vacancycreated by death, resignation, removal or increase in the number of members ofthe committee.  The Board of Directorsmay designate one or more Directors as alternate members of any committee, whomay replace any absent or disqualified member at any meeting of the committee,and, in addition, in the absence or disqualification of any member of acommittee, the member or members thereof present at any meeting and notdisqualified from voting, whether or not he or they constitute a quorum, mayunanimously appoint another member of the Board of Directors to act at themeeting in the place of any such absent or disqualified member.

 

**(d)           Meetings.** Unless the Board of Directorsshall otherwise provide, regular meetings of the Executive Committee or anyother committee appointed pursuant to this Section 24 shall be held at suchtimes and places as are determined by the Board of Directors, or by any suchcommittee, and when notice thereof has been given to each member of suchcommittee, no further notice of such regular meetings need be giventhereafter.  Special meetings of anysuch committee may be held at any place which has been determined from time totime by such committee, and may be called by any Director who is a member ofsuch committee, upon written notice to the members of such committee of thetime and place of such special meeting given in the manner provided for thegiving of written notice to members of the Board of Directors of the time andplace of special meetings of the Board of Directors.  Notice of any special meeting of any committee may be waived inwriting at any time before or after the meeting and will be waived by anyDirector by attendance thereat, except when the Director attends such specialmeeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened.  A majority of theauthorized number of members of any such committee shall constitute a quorumfor the transaction of business, and the act of a majority of those present atany meeting at which a quorum is present shall be the act of such committee.

 

**Section25****.            Organization.**At every meeting of the Directors, the Chairman of the Board of Directors, or,if a Chairman has not been appointed or is absent, the President, or if thePresident is absent, the most senior Vice President, or, in the absence of anysuch officer, a chairman of the meeting chosen by a majority of the Directorspresent, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to doso by the President, shall act as secretary of the meeting.

 

**ARTICLEV****Officers**

 

**Section26.****            OfficersDesignated.** The officers of the corporation shall be the President,one or more Vice Presidents, the Secretary and the Chief Financial Officer or 

 

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Treasurer, all of whom shall be elected at the annual meeting of theBoard of Directors.  The order of theseniority of the Vice Presidents shall be in the order of their nomination,unless otherwise determined by the Board of Directors.  The Board of Directors may also appointone or more Assistant Secretaries, Assistant Treasurers, and such otherofficers and agents with such powers and duties as it shall deemnecessary.  The Board of Directors mayalso designate a Chairman of the Board of Directors, which position may (butneed not) be an officer of the corporation, as the Board of Directors maydesignate from time to time.  The Boardof Directors may assign such additional titles to one or more of the officersas it shall deem appropriate.  Any oneperson may hold any number of offices of the corporation at any one time unlessspecifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporationshall be fixed by or in the manner designated by the Board of Directors.

 

**Section27.****            Tenureand Duties of Officers.**

 

**(a)           General.** All officers shall hold office atthe pleasure of the Board of Directors and until their successors shall havebeen duly elected and qualified, unless sooner removed.  Any officer elected or appointed by theBoard of Directors may be removed at any time by the Board of Directors.  If the office of any officer becomes vacantfor any reason, the vacancy may be filled by the Board of Directors.

 

**(b)           Duties of Chairman of the Board ofDirectors.** The Chairman of the Board of Directors, whenpresent, shall preside at all meetings of the stockholders and the Board ofDirectors.  The Chairman of the Board ofDirectors shall perform other duties commonly incident to his office and shallalso perform such other duties and have such other powers as the Board ofDirectors shall designate from time to time. If there is no President, then the Chairman of the Board of Directorsshall also serve as the Chief Executive Officer of the corporation and shallhave the powers and duties prescribed in paragraph (c) of this Section 27.

 

**(c)           Duties of President.** The Presidentshall preside at all meetings of the stockholders and at all meetings of theBoard of Directors, unless the Chairman of the Board of Directors has beenappointed and is present. The President shall be the Chief Executive Officer ofthe corporation and shall, subject to the control of the Board of Directors,have general supervision, direction and control of the business and officers ofthe corporation.  The President shallperform other duties commonly incident to his office and shall also performsuch other duties and have such other powers as the Board of Directors shalldesignate from time to time.

 

**(d)           Duties of Vice Presidents.**The Vice Presidents, in the order of their seniority, may assume and performthe duties of the President in the absence or disability of the President orwhenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident totheir office and shall also perform such other duties and have such otherpowers as the Board of Directors or the President shall designate from time totime.

 

**(e)           Duties of Secretary.** The Secretaryshall attend all meetings of the stockholders and of the Board of Directors,and shall record all acts and proceedings thereof in the minute book of thecorporation.  The Secretary shall givenotice in conformity with these Bylaws of all meetings of the stockholders, andof all meetings of the Board of Directors and any committee thereof requiringnotice.  The Secretary shall perform allother duties given him in 

 

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these Bylaws and other duties commonly incident to his office and shallalso perform such other duties and have such other powers as the Board ofDirectors shall designate from time to time. The President may direct any Assistant Secretary to assume and performthe duties of the Secretary in the absence or disability of the Secretary, andeach Assistant Secretary shall perform other duties commonly incident to hisoffice and shall also perform such other duties and have such other powers asthe Board of Directors or the President shall designate from time to time.

 

**(f)            Duties of Chief Financial Officer orTreasurer.** The Chief Financial Officer or Treasurer shallkeep or cause to be kept the books of account of the corporation in a thoroughand proper manner, and shall render statements of the financial affairs of thecorporation in such form and as often as required by the Board of Directors orthe President.  The Chief FinancialOfficer or Treasurer, subject to the order of the Board of Directors, shallhave the custody of all funds and securities of the corporation.  The Chief Financial Officer or Treasurershall perform other duties commonly incident to his office and shall alsoperform such other duties and have such other powers as the Board of Directorsor the President shall designate from time to time.  The President may direct any Assistant Treasurer to assume andperform the duties of the Chief Financial Officer or Treasurer in the absenceor disability of the Chief Financial Officer or Treasurer, and each AssistantTreasurer shall perform other duties commonly incident to his office and shallalso perform such other duties and have such other powers as the Board ofDirectors or the President shall designate from time to time.

 

**Section28.****            Delegationof Authority.** The Board of Directors may from time to time delegatethe powers or duties of any officer to any other officer or agent,notwithstanding any provision hereof.

 

**Section29.****            Resignations.**Any officer may resign at any time by giving written notice to the Board ofDirectors or to the President or to the Secretary.  Any such resignation shall be effective when received by theperson or persons to whom such notice is given, unless a later time isspecified therein, in which event the resignation shall become effective atsuch later time.  Unless otherwisespecified in such notice, the acceptance of any such resignation shall not benecessary to make it effective.  Anyresignation shall be without prejudice to the rights, if any, of thecorporation under any contract with the resigning officer.

 

**Section30.****            Removal.**Any officer may be removed from office at any time, either with or withoutcause, by the vote or written consent of a majority of the Directors in officeat the time, or by any committee or superior officers upon whom such power ofremoval may have been conferred by the Board of Directors.

 

**ARTICLEVI****Execution of Corporate Instruments and Votingof Securities Owned by the Corporation**

 

**Section31.****            Executionof Corporate Instruments.** The Board of Directors may, in itsdiscretion, determine the method and designate the signatory officer orofficers, or other person or persons, to execute on behalf of the corporationany corporate instrument or document, or to sign on behalf of the corporationthe corporate name without limitation, or to enter into contracts 

 

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on behalf of the corporation, except where otherwise provided by law orthese Bylaws, and such execution or signature shall be binding upon thecorporation.

 

Unless otherwise specifically determined by the Board of Directors orotherwise required by law, promissory notes, deeds of trust, mortgages andother evidences of indebtedness of the corporation, and other corporateinstruments or documents requiring the corporate seal, and certificates ofshares of stock owned by the corporation, shall be executed, signed or endorsedby the Chairman of the Board of Directors, or the President or any VicePresident, and by the Secretary or Chief Financial Officer or Treasurer or anyAssistant Secretary or Assistant Treasurer. All other instruments and documents requiring the corporate signature,but not requiring the corporate seal, may be executed as aforesaid or in suchother manner as may be directed by the Board of Directors.

 

All checks and drafts drawn on banks or other depositaries on funds tothe credit of the corporation or in special accounts of the corporation shallbe signed by such person or persons as the Board of Directors shall authorizeso to do.

 

Unless authorized or ratified by the Board of Directors or within theagency power of an officer, no officer, agent or employee shall have any poweror authority to bind the corporation by any contract or engagement or to pledgeits credit or to render it liable for any purpose or for any amount.

 

**Section32.****            Votingof Securities Owned by the Corporation.** All stock and othersecurities of other corporations owned or held by the corporation for itself,or for other parties in any capacity, shall be voted, and all proxies withrespect thereto shall be executed, by the person authorized so to do byresolution of the Board of Directors, or, in the absence of such authorization,by the Chairman of the Board of Directors, the President, or any VicePresident.

 

**ARTICLEVII****Shares of Stock**

 

**Section33.****            Formand Execution of Certificates.** Certificates for the shares of stockof the corporation shall be in such form as is consistent with the Certificateof Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have acertificate signed by or in the name of the corporation by the Chairman of theBoard of Directors, or the President or any Vice President and by the Treasureror Assistant Treasurer or the Secretary or Assistant Secretary, certifying thenumber of shares owned by him in the corporation.  Where such certificate is countersigned by a transfer agent otherthan the corporation or its employee, or by a registrar other than thecorporation or its employee, any other signature on the certificate may be afacsimile.  In case any officer,transfer agent, or registrar who has signed or whose facsimile signature hasbeen placed upon a certificate shall have ceased to be such officer, transferagent, or registrar before such certificate is issued, it may be issued withthe same effect as if he were such officer, transfer agent, or registrar at thedate of issue.  Each certificate shallstate upon the face or back thereof, in full or in summary, all of thedesignations, preferences, limitations, restrictions on transfer and relativerights of the shares authorized to be issued.

 

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**Section34.****            LostCertificates.** A new certificate or certificates shall be issued inplace of any certificate or certificates theretofore issued by the corporationalleged to have been lost, stolen, or destroyed, upon the making of an affidavitof that fact by the person claiming the certificate of stock to be lost,stolen, or destroyed.  The corporationmay require, as a condition precedent to the issuance of a new certificate orcertificates, the owner of such lost, stolen, or destroyed certificate orcertificates, or his legal representative, to advertise the same in such manneras it shall require or to give the corporation a surety bond in such form andamount as it may direct as indemnity against any claim that may be made againstthe corporation with respect to the certificate alleged to have been lost,stolen, or destroyed.

 

**Section35.****            Transfers.**

 

**(a)          **Transfersof record of shares of stock of the corporation shall be made only upon itsbooks by the holders thereof, in person or by attorney duly authorized, andupon the surrender of a properly endorsed certificate or certificates for alike number of shares.

 

**(b)          **Thecorporation shall have power to enter into and perform any agreement with anynumber of stockholders of any one or more classes of stock of the corporationto restrict the transfer of shares of stock of the corporation of any one ormore classes owned by such stockholders in any manner not prohibited by theGeneral Corporation Law of Delaware.

 

**Section36.****            FixingRecord Dates.**

 

**(a)          **Inorder that the Corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, the Boardof Directors may fix, in advance, a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted bythe Board of Directors, and which record date shall not be more than sixty (60)nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors,the record date for determining stockholders entitled to notice of or to voteat a meeting of stockholders shall be at the close of business on the day nextpreceding the day on which notice is given, or if notice is waived, at theclose of business on the day next preceding the day on which the meeting isheld.  A determination of stockholdersof record entitled to notice of or to vote at a meeting of stockholders shallapply to any adjournment of the meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.

 

**(b)          **Inorder that the Corporation may determine the stockholders entitled to consentto corporate action in writing without a meeting, the Board of Directors mayfix, in advance, a record date, which record date shall not precede the dateupon which the resolution fixing the record date is adopted by the Board ofDirectors, and which date shall not be more than ten (10) days after the dateupon which the resolution fixing the record date is adopted by the Board ofDirectors.  If no record date has beenfixed by the Board of Directors, the record date for determining stockholdersentitled to consent to corporate action in writing without a meeting, when noprior action by the Board of Directors is required by law, shall be the firstdate on which a signed written consent setting forth the action taken orproposed to be taken is delivered to the Corporation by delivery to itsregistered office in the State of Delaware, its principal place of business oran officer or agent of the Corporation having custody of the book 

 

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in which proceedings of meetings of stockholders are recorded.  Delivery made to a Corporation’s registeredoffice shall be by hand or by certified or registered mail, return receiptrequested.  If no record date has beenfixed by the Board of Directors and prior action by the Board of Directors isrequired by law, the record date for determining stockholders entitled toconsent to corporate action in writing without a meeting shall be at the closeof business on the day on which the Board of Directors adopts the resolutiontaking such prior action.

 

**(c)          **Inorder that the corporation may determine the stockholders entitled to receivepayment of any dividend or other distribution or allotment of any rights or thestockholders entitled to exercise any rights in respect of any change,conversion or exchange of stock, or for the purpose of any other lawful action,the Board of Directors may fix, in advance, a record date, which record dateshall not precede the date upon which the resolution fixing the record date isadopted, and which record date shall be not more than sixty (60) days prior tosuch action.  If no record date isfixed, the record date for determining stockholders for any such purpose shallbe at the close of business on the day on which the Board of Directors adoptsthe resolution relating thereto.

 

**Section37.****            RegisteredStockholders.** The corporation shall be entitled to recognize theexclusive right of a person registered on its books as the owner of shares toreceive dividends, and to vote as such owner, 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 the laws of Delaware.

 

**ARTICLEVIII****Other Securities of the Corporation**

 

**Section38.****            Executionof Other Securities.** All bonds, debentures and other corporatesecurities of the corporation, other than stock certificates (covered inSection 33), may be signed by the Chairman of the Board of Directors, thePresident or any Vice President, or such other person as may be authorized bythe Board of Directors, and the corporate seal impressed thereon or a facsimileof such seal imprinted thereon and attested by the signature of the Secretaryor an Assistant Secretary, or the Chief Financial Officer or Treasurer or anAssistant Treasurer; provided, however, that where any such bond, debenture orother corporate security shall be authenticated by the manual signature of atrustee under an indenture pursuant to which such bond, debenture or othercorporate security shall be issued, the signatures of the persons signing andattesting the corporate seal on such bond, debenture or other corporatesecurity may be the imprinted facsimile of the signatures ofsuch persons.  Interest couponsappertaining to any such bond, debenture or other corporate security, authenticatedby a trustee as aforesaid, shall be signed by the Treasurer or an AssistantTreasurer of the corporation or such other person as may be authorized by theBoard of Directors, or bear imprinted thereon the facsimile signature of suchperson.  In case any officer who shallhave signed or attested any bond, debenture or other corporate security, orwhose facsimile signature shall appear thereon or on any such interest coupon,shall have ceased to be such officer before the bond, debenture or other corporatesecurity so signed or attested shall have been delivered, such bond, debentureor other corporate security nevertheless may be adopted by the corporation andissued and delivered as though the 

 

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person who signed the same or whose facsimile signature shall have beenused thereon had not ceased to be such officer of the corporation.

 

**ARTICLEIX****Dividends**

 

**Section39.****            Declarationof Dividends.** Dividends upon the capital stock of the corporation,subject to the provisions of the Certificate of Incorporation, if any, may bedeclared by the Board of Directors pursuant to law at any regular or specialmeeting.  Dividends may be paid in cash,in property, or in shares of the capital stock, subject to the provisions ofthe Certificate of Incorporation.

 

**Section40.****            DividendReserve.** Before payment of any dividend, there may be set aside outof any funds of the corporation available for dividends such sum or sums as theBoard of Directors from time to time, in their absolute discretion, thinkproper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the corporation, orfor such other purpose as the Board of Directors shall think conducive to theinterests of the corporation, and the Board of Directors may modify or abolishany such reserve in the manner in which it was created.

 

**ARTICLEX****Fiscal Year**

 

**Section41****.            FiscalYear.** The fiscal year of the corporation shall be fixed by resolutionof the Board of Directors.

 

**ARTICLEXI****Indemnification**

 

**Section42****.            Indemnificationof Directors, Officers, Employees and Other Agents.**

 

**(a)           Directors and Executive Officers.** The corporationshall indemnify its Directors and executive officers to the fullest extent notprohibited by the Delaware General Corporation Law; provided, however, that thecorporation may limit the extent of such indemnification by individualcontracts with its Directors and executive officers; and, provided, further,that the corporation shall not be required to indemnify any Director orexecutive officer in connection with any proceeding (or part thereof) initiatedby such person or any proceeding by such person against the corporation or itsDirectors, officers, employees or other agents unless (i) such indemnificationis expressly required to be made by law, (ii) the proceeding was authorized bythe Board of Directors of the corporation or (iii) such indemnification isprovided by the corporation, in its sole discretion, pursuant to the powersvested in the corporation under the Delaware General Corporation Law.

 

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**(b)           Officers, Employees and Other Agents.**The corporation shall have power to indemnify its other officers, employees andother agents as set forth in the Delaware General Corporation Law.

 

**(c)           Good Faith.**

 

**(1)          **For purposes of anydetermination under this Bylaw, a Director or executive officer shall be deemedto have acted in good faith and in a manner he reasonably believed to be in ornot opposed to the best interests of the corporation, and, with respect to anycriminal action or proceeding, to have had no reasonable cause to believe thathis conduct was unlawful, if his action is based on information, opinions, reportsand statements, including financial statements and other financial data, ineach case prepared or presented by:

 

**(i)           **oneor more officers or employees of the corporation whom the Director or executiveofficer believed to be reliable and competent in the matters presented;

 

**(ii)          **counsel,independent accountants or other persons as to matters which the Director orexecutive officer believed to be within such person’s professional competence;and

 

**(iii)        **withrespect to a Director, a committee of the Board upon which such Director doesnot serve, as to matters within such Committee’s designated authority, whichcommittee the Director believes to merit confidence; so long as, in each case,the Director or executive officer acts without knowledge that would cause suchreliance to be unwarranted.

 

**(2)          **Thetermination of any proceeding by judgment, order, settlement, conviction orupon a plea of nolo contendere or its equivalent shall not, of itself, create apresumption that Bthe person did not act in good faith and in a manner which hereasonably believed to be in or not opposed to the best interests of thecorporation, and, with respect to any criminal proceeding, that he hadreasonable cause to believe that his conduct was unlawful.

 

**(3)          **Theprovisions of this paragraph (c) shall not be deemed to be exclusive or tolimit in any way the circumstances in which a person may be deemed to have metthe applicable standard of conduct set forth by the Delaware GeneralCorporation Law.

 

**(d)           Expenses.**The corporation shall advance, prior to the final disposition of anyproceeding, promptly following request therefor, all expenses incurred by anyDirector or executive officer in connection with such proceeding upon receiptof an undertaking by or on behalf of such person to repay said amounts if itshould be determined ultimately that such person is not entitled to beindemnified under this Bylaw or otherwise.

 

**(e)           Enforcement.** Without the necessity ofentering into an express contract, all rights to indemnification and advancesto Directors and executive officers under this Bylaw shall be deemed to becontractual rights and be effective to the same extent and as if provided forin a contract between the corporation and the Director or executive officer.  Any right to indemnification or advancesgranted by this Bylaw to a Director or executive officer shall be enforceableby or on behalf of the person holding such right in any court of competentjurisdiction if (i) the claim for indemnification or advances is denied, in wholeor in part, or (ii) 

 

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no disposition of such claim is made within ninety (90) days of requesttherefor.  The claimant in suchenforcement action, if successful in whole or in part, shall be entitled to bepaid also the expense of prosecuting his claim.  The corporation shall be entitled to raise as a defense to anysuch action that the claimant has not met the standards of conduct that make itpermissible under the Delaware General Corporation Law for the corporation toindemnify the claimant for the amount claimed. Neither the failure of the corporation (including its Board ofDirectors, independent legal counsel or its stockholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is proper in the circumstances because he has met the applicablestandard of conduct set forth in the Delaware General Corporation Law, nor anactual determination by the corporation (including its Board of Directors, independentlegal counsel or its stockholders) that the claimant has not met suchapplicable standard of conduct, shall be a defense to the action or create apresumption that claimant has not met the applicable standard of conduct.

 

**(f)            Non-Exclusivity of Rights.**The rights conferred on any person by this Bylaw shall not be exclusive ofany other right which such person may have or hereafter acquire under anystatute, provision of the Certificate of Incorporation, Bylaws, agreement, voteof stockholders or disinterested Directors or otherwise, both as to action inhis official capacity and as to action in another capacity while holdingoffice.  The corporation is specificallyauthorized to enter into individual contracts with any or all of its Directors,officers, employees or agents respecting indemnification and advances, to thefullest extent not prohibited by the Delaware General Corporation Law.

 

**(g)           Survival of Rights.** The rightsconferred on any person by this Bylaw shall continue as to a person who hasceased to be a Director, officer, employee or other agent and shall inure tothe benefit of the heirs, executors and administrators of such a person.

 

**(h)           Insurance.** To the fullest extent permitted by the Delaware GeneralCorporation Law, the corporation, upon approval by the Board of Directors, maypurchase insurance on behalf of any person required or permitted to beindemnified pursuant to this Bylaw.

 

**(i)            Amendments.** Any repeal or modification ofthis Bylaw shall only be prospective and shall not affect the rights under thisBylaw in effect at the time of the alleged occurrence of any action or omissionto act that is the cause of any proceeding against any agent of thecorporation.

 

**(j)            Saving Clause.** If this Bylaw or anyportion hereof shall be invalidated on any ground by any court of competentjurisdiction, then the corporation shall nevertheless indemnify each Directorand executive officer to the full extent not prohibited by any applicableportion of this Bylaw that shall not have been invalidated, or by any otherapplicable law.

 

**(k)           Certain Definitions.** For thepurposes of this Bylaw, the following definitions shall apply:

 

**(1)          **Theterm “proceeding” shall be broadly construed and shall include, withoutlimitation, the investigation, preparation, prosecution, defense, settlement, 

 

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arbitration and appeal of, and the giving of testimony in, anythreatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative.

 

**(2)          **Theterm “expenses” shall be broadly construed and shall include, withoutlimitation, court costs, attorneys’ fees, witness fees, fines, amounts paid insettlement or judgment and any other costs and expenses of any nature or kindincurred in connection with any proceeding.

 

**(3)          **Theterm the “corporation” shall include, in addition to the resulting corporation,any constituent corporation (including any constituent of a constituent)absorbed in a consolidation or merger which, if its separate existence hadcontinued, would have had power and authority to indemnify its directors,officers, and employees or agents, so that any person who is or was a director,officer, employee or agent of such constituent corporation, or is or was servingat the request of such constituent corporation as a director, officer, employeeor agent of another corporation, partnership, joint venture, trust or otherenterprise, shall stand in the same position under the provisions of this Bylawwith respect to the resulting or surviving corporation as he would have withrespect to such constituent corporation if its separate existence hadcontinued.

 

**(4)          **Referencesto a “director,” “officer,” “employee,” or “agent” of the corporation shallinclude, without limitation, situations where such person is serving at therequest of the corporation as a director, officer, employee, trustee or agentof another corporation, partnership, joint venture, trust or other enterprise.

 

**(5)          **Referencesto “other enterprises” shall include employee benefit plans; references to“fines” shall include any excise taxes assessed on a person with respect to anemployee benefit plan; and references to “serving at the request of thecorporation” shall include any service as a director, officer, employee oragent of the corporation which imposes duties on, or involves services by, suchdirector, officer, employee, or agent with respect to an employee benefit plan,its participants, or beneficiaries; and a person who acted in good faith and ina manner he reasonably believed to be in the interest of the participants andbeneficiaries of an employee benefit plan shall be deemed to have acted in amanner “not opposed to the best interests of the corporation” as referred to inthis Bylaw.

 

**ARTICLEXII****Notices**

 

**Section43****.            Notices.**

 

**(a)           Notice to Stockholders.**Whenever, under any provisions of these Bylaws, notice is required to be givento any stockholder, it shall be given in writing, timely and dulydeposited in the United States mail, postage prepaid, and addressed to his lastknown post office address as shown by the stock record of the corporationor its transfer agent.

 

**(b)           Notice to Directors.** Any noticerequired to be given to any Director may be given by the method stated insubsection (a), or by facsimile, telex or telegram, except that such noticeother than one which is delivered personally shall be sent to such address assuch 

 

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Director shall have filed in writing with the Secretary, or, in theabsence of such filing, to the last known post office address of such Director.

 

**(c)           Address Unknown.** If no address of astockholder or Director be known, notice may be sent to the office of thecorporation required to be maintained pursuant to Section 2 hereof.

 

**(d)           Affidavit of Mailing.** Anaffidavit of mailing, executed by a duly authorized and competent employee ofthe corporation or its transfer agent appointed with respect to the class ofstock affected, specifying the name and address or the names and addresses ofthe stockholder or stockholders, or Director or Directors, to whom any suchnotice or notices was or were given, and the time and method of giving thesame, shall be conclusive evidence of the statements therein contained.

 

**(e)           Time Notices Deemed Given.**All notices given by mail, as above provided, shall be deemed to have beengiven as at the time of mailing and all notices given by facsimile, telex ortelegram shall be deemed to have been given as of the sending time recorded attime of transmission.

 

**(f)            Methods of Notice.** It shall not benecessary that the same method of giving notice be employed in respect of allrecipients of notice, but one permissible method may be employed in respect ofany one or more, and any other permissible method or methods may be employed inrespect of any other or others.

 

**(g)           Failure to Receive Notice.**The period or limitation of time within which any stockholder may exercise anyoption or right, or enjoy any privilege or benefit, or be required to act, orwithin which any Director may exercise any power or right, or enjoy anyprivilege, pursuant to any notice sent him in the manner above provided, shallnot be affected or extended in any manner by the failure of such stockholder orsuch Director to receive such notice.

 

**(h)           Notice to Person with WhomCommunication Is Unlawful**.Whenever notice is required to be given, under any provision of law or of theCertificate of Incorporation or Bylaws of the corporation, to any person withwhom communication is unlawful, the giving of such notice to such person shallnot be required and there shall be no duty to apply to any governmentalauthority or agency for a license or permit to give such notice to suchperson.  Any action or meeting whichshall be taken or held without notice to any such person with whomcommunication is unlawful shall have the same force and effect as if suchnotice had been duly given.  In theevent that the action taken by the corporation is such as to require the filingof a certificate under any provision of the Delaware General Corporation Law,the certificate shall state, if such is the fact and if notice is required,that notice was given to all persons entitled to receive notice except suchpersons with whom communication is unlawful.

 

**(i)            Notice to Person with UndeliverableAddress.** Whenever notice is required to be given, underany provision of law or the Certificate of Incorporation or Bylaws of thecorporation, to any stockholder to whom (i) notice of two consecutive annualmeetings, and all notices of meetings or of the taking of action by writtenconsent without a meeting to such 

 

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person during the period between such two consecutive annual meetings,or (ii) all, and at least two, payments (if sent by first class mail) ofdividends or interest on securities during a twelve month period, have beenmailed addressed to such person at his address as shown on the records of theCorporation and have been returned undeliverable, the giving of such notice tosuch person shall not be required.  Anyaction or meeting which shall be taken or held without notice to such personshall have the same force and effect as if such notice had been duly given.  If any such person shall deliver to the corporationa written notice setting forth his then current address, the requirement thatnotice be given to such person shall be reinstated.  In the event that the action taken by the corporation is such asto require the filing of a certificate under any provision of the DelawareGeneral Corporation Law, the certificate need not state that notice was notgiven to persons to whom notice was not required to be given pursuant to thisparagraph.

 

**ARTICLEXIII****Amendments**

 

**Section44.****            Amendments.**Except as otherwise set forth in paragraph (i) of Section 42 of these Bylaws,these Bylaws may be amended or repealed and new Bylaws adopted by thestockholders entitled to vote.  TheBoard of Directors shall also have the power, if such power is conferred uponthe Board of Directors by the Certificate of Incorporation, to adopt,amend or repeal Bylaws (including, without limitation, the amendment of anyBylaw setting forth the number of Directors who shall constitute the wholeBoard of Directors).

 

**ARTICLEXIV****Loans to Officers**

 

**Section45.****            Loansto Officers.**  The corporationmay lend money to, or guarantee any obligation of, or otherwise assist anyofficer or other employee of the corporation or of its subsidiaries, includingany officer or employee who is a Director of the corporation or itssubsidiaries, whenever, in the judgment of the Board of Directors, such loan,guarantee or assistance may reasonably be expected to benefit thecorporation.  The loan, guarantee orother assistance may be with or without interest and may be unsecured, orsecured in such manner as the Board of Directors shall approve, including,without limitation, a pledge of shares of stock of the corporation.  Nothing in this Section 45 shall be deemedto deny, limit or restrict the powers of guaranty or warranty of thecorporation at common law or under any statute.

 

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