**Exhibit3.1**

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**AMENDED AND RESTATEDBYLAWS**

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**OF**

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**JANUSCAPITAL GROUP INC.**

 

As amended and restated as of October 21, 2008

 

ARTICLE I

 

Offices

 

Section 1.               Registered Office.  The registered office of the Corporation inthe State of Delaware shall be at such location within the State of Delaware asshall from time to time be determined by the Board of Directors.

 

Section 2.               Other Offices.  The Corporation may also have offices at suchother places 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.

 

ARTICLE II

 

Stockholders

 

Section 1.               Place of Meetings.  All meetings of the stockholders for theelection of directors or for any other purpose shall be held at such time andplace, either within or without the State of Delaware, as shall be designatedfrom time to time by the Board of Directors and stated in the notice of themeeting or in a duly executed waiver of notice thereof.

 

Section 2.               Annual Meetings.  The annual meeting of stockholders (“annualmeeting”) shall be held on such day of such month of each year (other than aSaturday, Sunday or holiday) as shall be determined by the Board of Directorsor, if the Board shall fail to act, by the Chief Executive Officer.  At the annual meeting the stockholders,voting as provided in the Certificate of Incorporation, shall elect directorsand transact such other business as may be properly brought before the meeting.

 

Section 3.               AdvanceNotice of Stockholder Proposed Business. At an annual meeting, only such business shall be conducted as shallhave been properly brought before the meeting. To be properly brought before an annual meeting, business must be either(i) specified in the notice of meeting (or any supplement thereto) givenby or at the direction of the Board of Directors, (ii) otherwise properlybrought before the meeting by or at the direction of the Board of Directors or (iii) otherwiseproperly brought before the meeting by a stockholder.  In addition to any other applicablerequirements, for business to be properly brought before an annual meeting by astockholder (other than the nomination of a person for election as a director,which is governed by Section 2 of Article III of these Bylaws), thestockholder intending to propose the business (the “Proponent”) must have giventimely notice thereof in writing to the Secretary of the Corporation and suchother business must otherwise be a proper matter for stockholder action.  To be timely, a Proponent’s notice to theSecretary must be delivered to or mailed and 

 

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received at the principalexecutive offices of the Corporation not less than ninety (90) days nor morethan one hundred twenty (120) days prior to the anniversary date of theimmediately preceding annual meeting of stockholders; provided, however, thatin the event that the annual meeting is called for a date that is not withinthirty (30) days before or after such anniversary date, notice by the Proponentin order to be timely must be so received not later than the close of businesson the tenth (10th) day following the day on which such notice of the date ofthe annual meeting was mailed or such public disclosure of the date of theannual meeting was made, whichever first occurs (For purposes of these Bylaws,public disclosure shall be deemed to include a disclosure made in a pressrelease reported by the Dow Jones News Services, Associated Press or acomparable national news service or in a document filed by the Corporation withthe Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”)).  In no event shall any adjournment orpostponement of an annual meeting commence a new time period for the giving ofa Proponent’s notice as described above. A Proponent’s notice to the Secretary shall set forth as to each matterthe Proponent proposes to bring before the annual meeting; (a) a briefdescription of the business desired to be brought before the annual meeting andthe reasons for conducting such business at the annual meeting; (b) thename and address of the Proponent, and of any holder of record of the Proponent’sshares as they appear on the Corporation’s books; (c) the class and numberof shares of the Corporation which are owned by the Proponent (beneficially andof record) and owned by any holder of record of the Proponent’s shares, as ofthe date of the Proponent’s notice, and a representation that the Proponentwill notify the Corporation in writing of the class and number of such sharesowned of record and beneficially as of the record date for the meeting promptlyfollowing the later of the record date or the date notice of the record date isfirst publicly disclosed; (d) any material interest of the Proponent insuch business; (e) a description of any agreement, arrangement orunderstanding with respect to such business between or among the Proponent andany of its affiliates or associates, and any others (including their names)acting in concert with any of the foregoing, and a representation that theProponent will notify the Corporation in writing of any such agreement,arrangement or understanding in effect as of the record date for the meetingpromptly following the later of the record date or the date notice of therecord date is first publicly disclosed; (f) a description of anyagreement, arrangement or understanding (including, without limitation, anyderivative or short positions, profit interests, options, hedging transactions,convertible securities, warrants, stock appreciation rights, and borrowed orloaned shares), whether or not settled in any class of or series of stock ofthe Corporation or otherwise, that has been entered into as of the date of theProponent’s notice by, or on behalf of, the Proponent or any of its affiliatesor associates, the direct or indirect effect or intent of which is to mitigateloss to, manage risk or benefit of share price changes for, or increase ordecrease the voting power of the Proponent or any of its affiliates orassociates with respect to shares of the Corporation (collectively, “DerivativeInstruments”) (including, without limitation, any proportionate interest inshares of the Corporation or Derivative Instruments held, directly orindirectly, by an entity in which such Proponent is a partner, shareholder orother owner and any performance-related fees that such Proponent is entitled tobased on any increase or decrease in the value of shares of stock of theCorporation or Derivative Instruments), and a representation that the Proponentwill notify the Corporation in writing of any such Derivative Instruments ineffect as of the record date for the meeting promptly following the later ofthe record date or the date notice of the record date is first publicly disclosed;(g) a representation that the Proponent is a holder of record orbeneficial owner of shares of the Corporation entitled to vote at the annualmeeting and intends to appear in person or by proxy at the meeting to proposesuch business; and (h) a representation whether the 

 

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Proponent intends todeliver a proxy statement and/or form of proxy to holders of at least thepercentage of the Corporation’s outstanding shares required to approve theproposal and/or otherwise to solicit proxies from stockholders in support ofthe proposal.

 

Notwithstanding anythingin these Bylaws to the contrary, no business shall be conducted at the annualmeeting except in accordance with the procedures set forth in this Section 3of Article II or, in the case of the nomination of a person for electionas a director, Section 2 of Article III; provided, however,that nothing in this Section 3 of Article II shall be deemed topreclude discussion by any stockholder of any business properly brought beforethe annual meeting in accordance with such procedures.  Unless otherwise required by law, if aProponent intending to propose business at an annual meeting pursuant to Section 3of this Article II does not provide the information required undersubparagraphs (c), (e) and (f) of the preceding paragraph to theCorporation promptly following the later of the record date or the date noticeof the record date is first publicly disclosed, or the Proponent (or aqualified representative of the Proponent) does not appear at the meeting topresent the proposed business, such business shall not be transacted,notwithstanding that proxies in respect of such business may have been receivedby the Corporation.  The Chairman of theannual meeting shall, if the facts warrant, determine and declare to themeeting that business was not properly brought before the meeting in accordancewith the provisions of Section 3 of this Article II, and if theChairman of the annual meeting should so determine, the Chairman of the annualmeeting shall so declare to the meeting and any such business not properlybrought before the meeting shall not be transacted. The requirements of Section 3of this Article II shall apply to any business to be brought before anannual meeting by a stockholder (other than the nomination of a person forelection as a director, which is governed by Section 2 of Article IIIof these Bylaws) whether such business is to be included in the Corporation’sproxy statement pursuant to Rule 14a-8 of the Exchange Act or presented tostockholders by means of an independently financed proxy solicitation. Therequirements of Section 3 of this Article II are included to providethe Corporation notice of a stockholder’s intention to bring business before anannual meeting and shall in no event be construed as imposing upon anystockholder the requirement to seek approval from the Corporation as acondition precedent to bringing any such business before an annual meeting.  Nothing in these Bylaws shall be deemed toaffect any rights (i) of stockholders to request inclusion of proposals inthe Corporation’s proxy statement pursuant to, and in accordance with, Rule 14a-8under the Exchange Act or (ii) of the holders of any series of PreferredStock of the Corporation if and only to the extent provided for under law, theCertificate of Incorporation or these Bylaws.

 

Section 4.               Notices of Annual Meetings.  Written notice of each annual meeting ofstockholders stating the place, date and hour of the meeting shall be given toeach stockholder entitled to vote at such meeting not less than 10 nor morethan 60 days before the date of the meeting. Notice of any meeting of stockholders shall not be required to be given toany stockholder who shall attend such meeting in person or by proxy, exceptthat such notice shall be required for any stockholder who shall attend suchmeeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting was not lawfully calledor convened.  Except as otherwiserequired by law, notice of any meeting of stockholders following an adjournmentshall not be required to be given if the time and place thereof are announcedat the meeting which is adjourned.

 

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Section 5.               Voting Lists.  The officer who has charge of the stockledger of the Corporation shall prepare and make or cause to be prepared andmade through a transfer agent appointed by the Board of Directors, at least 10days before 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 meeting is to be held.  The list shall also be produced and kept atthe time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present.

 

Section 6.               Special Meetings.  Special meetings of the stockholders, for anypurpose or purposes, may be called only in accordance with the Certificate ofIncorporation of the Corporation.

 

Section 7.               Quorum.  The holders of a majority of the stock issuedand outstanding which are entitled to vote thereat, present in person orrepresented by proxy, shall constitute a quorum at all meetings of thestockholders for the transaction of business except as otherwise provided bystatute, by the Certificate of Incorporation or by these Bylaws.  If, however, such quorum shall not be presentor represented at any meeting of the stockholders, the stockholders entitled tovote thereat, present in person or represented by proxy, shall have power toadjourn the meeting from time to time, without notice other than announcementat the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorumshall be present or represented any business may be transacted which might havebeen transacted at the meeting as originally notified.  If the adjournment is for more than 30 days,or if after the adjournment a new record date is fixed for the adjourned meeting,a notice of the adjourned meeting shall be given to each stockholder of recordentitled to vote at the meeting.

 

When a quorum is present at any meeting, unlessotherwise required by law, the Certificate of Incorporation or these Bylaws orpermitted by the rules of any stock exchange on which the Corporation’sshares are listed for trading, any question brought before any meeting of thestockholders, other than the election of directors, shall be decided by thevote of the holders of a majority of the total number of votes of the Corporation’scapital stock represented at the meeting and entitled to vote on such question,voting as a single class.

 

Section 8.               Voting of Shares.  The holders of Common Stock shall have suchvoting rights as are provided in the Certificate of Incorporation.  The holders of Preferred Stock shall havesuch voting rights as may be provided in applicable Certificates ofDesignation.

 

Section 9.               Proxies.  Each stockholder entitled to vote at ameeting of stockholders or to express consent or dissent to corporate action inwriting without a meeting may authorize, either in writing or by electronictransmission, another person or persons to act for him or her by proxy, but noproxy shall be voted or acted upon after three years from its date, unless theproxy provides for a longer period.

 

Section 10.             Stock Ledger.  The stock ledger of the Corporation shall bethe only evidence as to who are the stockholders entitled to examine the stockledger, the list required by 

 

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Section 5 of this Article IIor the books of the Corporation, or to vote in person or by proxy at anymeeting of stockholders.

 

Section 11.             Conduct of Meeting.  The Chairman of the Board, or, if none or inhis or her absence, the Chief Executive Officer or one of the Executive orSenior Vice Presidents, shall call meetings of the stockholders to order andact as Chairman of such meeting.  In theabsence of all these officers, the Board of Directors may appoint a Chairman ofthe meeting.  The Secretary of theCorporation, or in his or her absence, an Assistant Secretary, if any, or, inthe absence of both the Secretary and Assistant Secretaries, any person whomthe Chairman shall appoint, shall act as secretary of the meeting of thestockholders.  The conduct of any meetingof the stockholders shall be governed by such rules, regulations and proceduresas the Chairman of the meeting, in his or her sole and exclusive discretionshall determine.

 

Section 12.             Inspectors of Election.  For each meeting of stockholders there shallbe appointed by the Board of Directors or by the Chairman of the meeting three (3) inspectorsof election.  If any inspector shall failor be unable to serve as inspector or for any reason be unable to complete hisor her duties, an alternate inspector shall be appointed by the Board ofDirectors or the Chairman of the meeting. The inspectors of election shall examine and canvass the proxies andballots, and make and submit a signed report of the votes cast at the meeting,which shall be entered at large upon the records.

 

Section 13.             Inspectors’ Oath.  An inspector, before he enters into theduties of his or her office, shall take and subscribe an oath substantially inthe following form before any officer authorized by law to administer oaths:

 

“I do solemnly swear thatI will execute the duties of an inspector of the election now to be held withstrict impartiality and according to the best of my ability.”

 

ARTICLE III

 

Directors

 

Section 1.               Number, Tenure andQualifications.  The number ofdirectors which shall constitute the whole board shall be as set forth in theCertificate of Incorporation.  Directorsneed not be stockholders.

 

The Board of Directors shall be divided into threeclasses as nearly equal in number as reasonably possible.  At each annual meeting of stockholders,successors to directors of the class whose terms then expire shall be electedto hold office for a term expiring at the third succeeding annual meeting ofstockholders.  If the number of directorsis changed, any newly created directorships or any decrease in directorshipsshall be so apportioned among the classes as to make all classes as nearlyequal in number as possible.  Anyadditional director of any class elected to fill a vacancy resulting from anincrease in such class shall hold office for a term that shall coincide withthe remaining term of the class.

 

Exceptas provided in Section 3 of this Article, each director shall be electedby the vote of the majority of the votes cast with respect to the director atany meeting for the election of directors at which a quorum is present,provided that if, as of the date that is fourteen (14) days 

 

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inadvance of the date that the Corporation files with the Securities and ExchangeCommission its definitive proxy statement for the relevant meeting ofstockholders (regardless of whether or not thereafter revised, amended orsupplemented), the number of nominees exceeds the number of directors to beelected, the directors shall be elected by the vote of a plurality of theshares represented in person or by proxy at any such meeting and entitled tovote on the election of directors (and in such case stockholders shall not bepermitted to vote “against” a nominee). For purposes of this Section, a majority of the votes cast means thatthe number of shares voted “for” a director must exceed the number of votescast “against” that director.  If adirector does not receive a majority of the votes cast, the director shalloffer to tender his or her resignation to the Board of Directors.  The Nominating and Corporate GovernanceCommittee will make a recommendation to the Board of Directors on whether toaccept or reject the resignation, or whether other action should be taken.  The Board of Directors will act on theNominating and Corporate Governance Committee’s recommendation and publiclydisclose its decision and the rationale behind it within 90 days from the dateof the certification of the election results. The director who tenders his or her resignation will not participate inthe Board of Directors’ decision.

 

Section 2.               Nominationof Directors.  Only persons who arenominated in accordance with the following procedures shall be eligible forelection as directors at an annual meeting of stockholders.  Nominations of persons for election to theBoard of Directors may be made at an annual meeting of stockholders by theBoard of Directors or by any nominating committee or person appointed by theBoard of Directors or by any stockholder of the Corporation entitled to votefor the election of directors at the annual meeting who complies with thenotice procedures set forth in this Section 2.  Nominations by stockholders shall be madepursuant to timely written notice to the Secretary of the Corporation.  To be timely, such notice to the Secretarymust be delivered to or mailed and received at the principal executive officesof the Corporation not less than ninety (90) days nor more than one hundredtwenty (120) days prior to the anniversary date of the immediately precedingannual meeting of stockholders; provided, however, that in the event that theannual meeting is called for a date that is not within thirty (30) days beforeor after such anniversary date, notice by the stockholder in order to be timelymust be received not later than the close of business on the tenth (10th) dayfollowing the day on which such notice of the date of the annual meeting wasmailed or such public disclosure of the date of the annual meeting was made, whicheverfirst occurs.  In no event shallany adjournment or postponement of an annual meeting commence a new time periodfor the giving of a stockholder’s notice as described above.  The written notice of the stockholderintending to make the nomination (the “Nomination Proponent”) shall set forth: (i) thename, age, business address and residence address of each nominee proposed insuch notice; (ii) the principal occupation or employment of each suchnominee; (iii) the number of shares of capital stock of the Corporationwhich are owned of record and beneficially by each such nominee; (iv) astatement whether each such nominee, if elected, intends to tender, promptlyfollowing such person’s failure to receive the required vote for election orreelection at the next meeting at which such person would face election orreelection, an irrevocable resignation effective upon acceptance of suchresignation by the Board of Directors as required by Section 1 of this Article III;(v) with respect to each nominee for election or reelection to the Boardof Directors, include a completed and signed questionnaire, representation andagreement required by Section 2 of this Article III; (vi) suchother information concerning each such nominee as would be required to be disclosedin a proxy statement soliciting proxies for the election of such nominee as adirector in an election contest (even if an election contest is not involved),or that is otherwise required to be disclosed, under 

 

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the rules of theSecurities and Exchange Commission; and (vii) as to the NominationProponent (a) the name and address of the Nomination Proponent, and of anyholder of record of the Nomination Proponent’s shares as they appear on theCorporation’s books, (b) the class and number of shares of the Corporationwhich are owned by the Nomination Proponent (beneficially and of record) andowned by any holder of record of the Nomination Proponent’s shares, as of thedate of the Nomination Proponent’s notice, and a representation that theNomination Proponent will notify the Corporation in writing of the class andnumber of such shares owned of record and beneficially as of the record datefor the meeting promptly following the later of the record date or the datenotice of the record date is first publicly disclosed, (c) a descriptionof any agreement, arrangement or understanding with respect to such nominationbetween or among the Nomination Proponent and any of its affiliates orassociates, and any others (including their names) acting in concert with anyof the foregoing, and a representation that the Nomination Proponent willnotify the Corporation in writing of any such agreement, arrangement orunderstanding in effect as of the record date for the meeting promptlyfollowing the later of the record date or the date notice of the record date isfirst publicly disclosed, (d) a description of any Derivative Instrumentsthat has been entered into as of the date of the Nomination Proponent’s noticeby, or on behalf of, the Nomination Proponent or any of its affiliates orassociates (including, without limitation, any proportionate interest in sharesof the Corporation or Derivative Instruments held, directly or indirectly, byan entity in which such Nomination Proponent is a partner, shareholder or otherowner and any performance-related fees that such Nomination Proponent isentitled to based on any increase or decrease in the value of shares of stockof the Corporation or Derivative Instruments), and a representation that theNomination Proponent will notify the Corporation in writing of any suchDerivative Instruments in effect as of the record date for the meeting promptlyfollowing the later of the record date or the date notice of the record date isfirst publicly disclosed, (e) a representation that the NominationProponent is a holder of record or beneficial owner of shares of theCorporation entitled to vote at the meeting and intends to appear in person orby proxy at the meeting to nominate the person or persons specified in thenotice, and (f) a representation whether the Nomination Proponent intendsto deliver a proxy statement and/or form of proxy to holders of at least thepercentage of the Corporation’s outstanding capital stock required to approvethe nomination and/or otherwise to solicit proxies from stockholders in supportof the nomination. The Corporation may require any proposed nominee to furnishsuch other information as it may reasonably require to determine theeligibility of such proposed nominee to serve as an independent director of theCorporation or that could be material to a reasonable stockholder’sunderstanding of the independence, or lack thereof, of such nominee.

 

If the Chairman of themeeting determines that a nomination of any candidate for election as adirector was not made in accordance with the applicable provisions of theseBylaws, such nomination shall be void. Notwithstanding anything in these Bylawsto the contrary, unless otherwise required by law, if a Nomination Proponentintending to make a nomination at an annual meeting pursuant to Section 2of this Article III does not provide the information required underclauses (b) through (d) of subparagraph (vii) of the precedingparagraph to the Corporation promptly following the later of the record date orthe date notice of the record date is first publicly disclosed, or theNomination Proponent (or a qualified representative of the NominationProponent) does not appear at the meeting to present the nomination, suchnomination shall be disregarded, notwithstanding that proxies in respect ofsuch nomination may have been received by the Corporation.

 

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To be eligible to be anominee for election or reelection as a director of the Corporation, a personmust deliver (in accordance with the time periods prescribed for delivery ofnotice under Section 2 of this Article III) to the Secretary of theCorporation at the principal executive offices of the Corporation a written questionnairewith respect to the background and qualification of such person and thebackground of any other person or entity on whose behalf the nomination isbeing made (which questionnaire shall be provided by the Secretary upon writtenrequest) and a written representation and agreement (in the form provided bythe Secretary upon written request) that such person (i) is not and willnot become a party to (A) any agreement, arrangement or understandingwith, and has not given any commitment or assurance to, any person or entity asto how such person, if elected as a director of the Corporation, will act orvote on any issue or question (a “Voting Commitment”) that has not beendisclosed to the Corporation or (B) any Voting Commitment that could limitor interfere with such person’s ability to comply, if elected as a director ofthe Corporation, with such person’s fiduciary duties under applicable law; (ii) isnot and will not become a party to any agreement, arrangement or understandingwith any person or entity other than the Corporation with respect to any director indirect compensation, reimbursement or indemnification in connection withservice or action as a director that has not been disclosed therein; and (iii) insuch person’s individual capacity and on behalf of any person or entity onwhose behalf the nomination is being made, would be in compliance, if electedas a director of the Corporation, and will comply with, applicable law and allapplicable publicly disclosed corporate governance, conflict of interest,corporate opportunities, confidentiality and stock ownership and tradingpolicies and guidelines of the Corporation.

 

Section 3.               Newly Created Directorshipsand Vacancies.  Newly createddirectorships and vacancies which shall occur in the Board of Directors becauseof death, resignation, disqualification, any increase in the number ofdirectors or any other cause, may be filled by a majority of the directors thenin office, though less than a quorum, pursuant to Section 223 of theGeneral Corporation Law of Delaware and the Corporation’s Certificate ofIncorporation.  Such directors may, byresolution, eliminate any vacant directorship thereby reducing the size of thewhole Board of Directors but in no event shall the size of the Board of Directorsbe reduced to less than three directors. No decrease in the Board of Directors shall shorten the term of anyincumbent directors.

 

Section 4.               General Powers.  The business of the Corporation shall bemanaged under the direction of its Board of Directors which may exercise allsuch powers of the Corporation and do all such lawful acts and things as arenot by statute or by the Certificate of Incorporation or by these Bylawsdirected or required to be exercised or done by the stockholders.

 

Section 5.               Meetings.  The Board of Directors of the Corporation mayhold meetings, both regular and special, either within or without the State ofDelaware.

 

Section 6.               Regular Meetings.  Regular meetings of the Board of Directorsmay be held without notice at such time and at such place as shall from time totime be determined by the Board of Directors.

 

Section 7.               Special Meetings.  Special meetings of the Board of Directorsmay be called at the request of the Chairman of the Board, the Chief ExecutiveOfficer, or any three members of the Board of Directors.  Notice of the time and place of such meetingshall be given

 

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to each director by mailnot less than three (3) days before the meeting or personally, by courier,telephone, facsimile, telecopy or by other electronic means to each directornot less than twelve (12) hours before such meeting.

 

Section 8.               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 statute or by the Certificate ofIncorporation or by these Bylaws or the rules and regulations of anysecurities exchange on which the Corporation’s securities are listed fortrading.  If a quorum shall not bepresent at any meeting of the Board of Directors the directors present thereatmay adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present.

 

Section 9.               Organization.  At each meeting of the Board of Directors,the Chairman of the Board, or in his or her absence, the Chief ExecutiveOfficer of the Corporation, or in his or her absence, a Vice Chairman, or inthe absence of all of said officers, a Chairman chosen by a majority of thedirectors present, shall preside.  TheSecretary of the Corporation, or in his or her absence, an Assistant Secretary,if any, or, in the absence of both the Secretary and Assistant Secretaries, anyperson whom the Chairman shall appoint, shall act as secretary of the meeting.

 

Section 10.             Informal Action by Directors.  Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, any action required or permittedto be taken at any meeting of the Board of Directors or of any committeethereof may be taken without a meeting, if all members of the Board ofDirectors or committee, as the case may be, consent thereto in writing, and thewriting or writings are filed with the minutes of proceedings of the Board ofDirectors or committee.

 

Section 11.             Participation by ConferenceTelephone.  Unless otherwiserestricted by the Certificate of Incorporation or these Bylaws, members of theBoard of Directors, or any committee designated by the Board of Directors, mayparticipate in a meeting of the Board or such committee by means of conferencetelephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in ameeting pursuant to this Section shall constitute presence in person atsuch meeting.

 

Section 12.             Compensation.  The directors may receive reasonable fees tobe determined from time to time by the Board of Directors for services actuallyperformed in attending meetings and for other services actually performed andthe expenses of attendance, if any, may be allowed for attendance at eachregular or special meeting of the Board of Directors.  A director who is, at the same time, anofficer or employee of the Corporation or an officer or employee of asubsidiary or affiliate more than 50% owned by the Corporation, shall not beentitled to receive any compensation or fee for service as a director or as amember of any committee of the Board of Directors.

 

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ARTICLE IV

 

Committees

 

Section 1.               Committees of the Board ofDirectors.  The Board of Directorsmay designate one or more committees, each committee to consist of one or moreof the directors of the Corporation. Each member of a committee must meet the requirements for membership, ifany, imposed by applicable law and the rules and regulations of anysecurities exchange on which the securities of the Corporation are listed fortrading.  The Board of Directors maydesignate one or more directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of any suchcommittee.  Subject to the rules andregulations of any securities exchange on which the securities of theCorporation are listed for trading, in the absence or disqualification of amember of a committee, and in the absence of a designation by the Board ofDirectors of an alternate member to replace the absent or disqualified member,the member or members thereof present at any meeting and not disqualified fromvoting, whether or not such member or members constitute a quorum, mayunanimously appoint another qualified member of the Board of Directors to actat the meeting in the place of any absent or disqualified member.  Any committee, to the extent permitted by lawand provided in the resolution establishing such committee, shall have and mayexercise all the powers and authority of the Board of Directors in themanagement of the business and affairs of the Corporation, and may authorizethe seal of the Corporation to be affixed to all papers which may requireit.  Each committee shall keep regularminutes and report to the Board of Directors when required.  Notwithstanding anything to the contrarycontained in this Article IV, the resolution of the Board of Directorsestablishing any committee of the Board of Directors and/or the charter of anysuch committee may establish requirements or procedures relating to thegovernance and/or operation of such committee that are different from, or inaddition to, those set forth in these Bylaws and, to the extent that there isany inconsistency between these Bylaws and any such resolution or charter, theterms of such resolution or charter shall be controlling.  Subject to the provisions of Section 12of Article III of these Bylaws, each member of any Committee may receive areasonable fee to be fixed by the Board of Directors for services actuallyperformed in attending meetings, and for other services actually performed, andshall receive expenses of attendance, if any are actually incurred by memberfor attendance at any meeting of the Committee.

 

Section 2.               Subcommittees.  A Committee may appoint such subcommittees asit shall deem necessary.

 

Section 3.               Vacancies.  Any vacancy in a Committee shall be filled bya majority of the whole Board of Directors.

 

ARTICLE V

 

Notices

 

Section 1.               Written Notice.  Whenever, under the provisions of thestatutes or of the Certificate of Incorporation or of these Bylaws, notice isrequired to be given to any director or stockholder, such notice shall be inwriting and shall be given in person or by mail to such 

 

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director or stockholder,except that notice to directors may also be given personally by courier,telephone, facsimile, telecopy or by other electronic means.  If mailed, notice shall be addressed to suchdirector or stockholder at his or her address as it appears on the records ofthe Corporation, with postage thereon prepaid, and shall be deemed to be givenat the time when the same shall be deposited in the United States mail.

 

Section 2.               Waiver of Notice.  Whenever any notice is required to be givenunder the provisions of the statutes or of the Certificate of Incorporation orof these Bylaws, a waiver thereof in writing, signed by the person or personsentitled to said notice, whether before or after the time stated therein, shallbe deemed equivalent thereto.

 

ARTICLE VI

 

Officers

 

Section 1.               Number.  The officers of the Corporation shall bechosen by the Board of Directors and shall include a Chief Executive Officer, aTreasurer and a Secretary.  The Board ofDirectors, in its discretion, may also choose a Chairman of the Board and oneor more Vice Chairmen of the Board from among their members, one or moreExecutive Vice Presidents, one or more Senior Vice Presidents, one or moreadditional Vice Presidents, and one or more Assistant Treasurers and AssistantSecretaries.  The Board of Directors mayalso elect a Chief Financial Officer and a Chief Operating Officer.  The Board of Directors may appoint such otherofficers and agents as it shall deem desirable who shall hold their offices forsuch terms and shall exercise such powers and responsibilities and perform suchduties as shall be specified and from time to time modified or changed by theBoard of Directors.  Any number ofoffices may be held by the same person, unless the Certificate of Incorporationor these Bylaws otherwise provide.  Theofficers of the Corporation need not be stockholders of the Corporation.

 

Section 2.               Election and Term of Office.  The Board of Directors at its first meetingafter each annual meeting of stockholders shall elect the officers of theCorporation.  The officers of theCorporation shall hold office until their successors shall have been dulyelected or appointed and qualified, or until they shall become disabled, die,retire, resign or be removed.

 

Section 3.               Removal.  Any officer or agent elected or appointed bythe Board of Directors may be removed, with or without cause, at any time bythe affirmative vote of a majority of the Board of Directors present at anymeeting or by any committee or superior officer upon whom such power of removalmay be conferred by the Board of Directors. All officers and employees not appointed by the Board of Directors shallhold their offices at the discretion of the Executive Committee or of theofficer appointing them.

 

Section 4.               Vacancies.  The Board of Directors shall, as soon aspracticable, fill any vacancy in the office of Chief Executive Officer.  Any vacancy in any other office may be filledtemporarily by the Chairman of the Board, or Chief Executive Officer.  In case of temporary incapacity or absence ofany of the officers, the Chairman of the Board, or the Chief Executive Officer,may make an appointment pro tem and confer on such appointee full power andauthority to act in place of any of said officers or appointees so temporarilyincapacitated or absent; but such appointment shall be subject to change by theBoard of Directors or by the Executive Committee at any regular or specialmeeting.

 

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Section 5.               Resignations.  Any officer may resign at any time by givingwritten notice to the Corporation.  Suchresignation shall take effect at the date of the receipt of such notice, or atany later time specified therein and, unless otherwise provided therein, theacceptance of such resignation shall not be necessary to make it effective.

 

CHAIRMAN OF THE BOARD

 

Section 6.               Duties.  The Chairman of the Board, if one is elected,shall preside, if present, at all meetings of the Board of Directors.  The Chairman of the Board shall also performsuch other duties and he or she may exercise such other powers as from time totime may be prescribed by these Bylaws or by the Board of Directors.  In his or her absence, the Chief ExecutiveOfficer shall discharge the duties of the Chairman of the Board.

 

VICE CHAIRMEN OF THE BOARD

 

Section 7.               Duties.  The Vice Chairmen of the Board, if any, shallperform such duties and may exercise such powers as from time to time may beprescribed by the Board of Directors.

 

CHAIRMAN OF THE EXECUTIVE COMMITTEE

 

Section 8.               Duties.  The Chairman of the Executive Committee shallpreside at all meetings of the Executive Committee.  In the absence of the Chairman of theExecutive Committee, his or her duties shall be discharged by the ChiefExecutive Officer.

 

CHIEF EXECUTIVE OFFICER

 

Section 9.               General Powers and Duties.  The Chief Executive Officer shall have thegeneral care, supervision and control of the Corporation’s business andoperations.  The Chief Executive Officershall have such other powers and perform such other duties as the Board ofDirectors may from time to time prescribe and shall perform such other dutiesas are incidental to the office of Chief Executive Officer.  In the event there is no Chairman of theBoard or in the absence or incapacity of the Chairman of the Board, he shallpreside at all meetings of the Board of Directors and stockholders.

 

Section 10.             Appointments.  Except as otherwise provided by statute, theCertificate of Incorporation, or these Bylaws, the Chief Executive Officer mayemploy such persons as he shall deem necessary for the proper management of thebusiness and property of the Corporation.

 

PRESIDENT AND VICEPRESIDENTS

 

Section 11.             Powers and Duties.  The President and Vice Presidents shall havesuch designations or titles and powers and perform such duties as shall fromtime to time be conferred and prescribed by the Board of Directors, the Chairmanof the Board or the Chief Executive Officer.

 

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SECRETARY

 

Section 12.             Duties.  The Secretary, or, in his or her absence, anAssistant Secretary, shall attend all meetings of the stockholders, of theBoard of Directors and of the Committees of the Board of Directors.

 

Section 13.             Notice of Meetings.  The Secretary, or any Assistant Secretary,shall give due notice of all meetings of the stockholders and of the Board ofDirectors and of the Executive Committee, where such notice is required by law,by the Certificate of Incorporation, by these Bylaws, by the Board of Directorsor by the Executive Committee.

 

Section 14.             Custody of Seal.  The Secretary shall be custodian of the sealof the Corporation, of its records, and of such papers and documents as may becommitted to his or her care by the Board of Directors or of the ExecutiveCommittee.  He shall have power to affixthe seal of the Corporation to instruments to which the same is authorized tobe affixed by the Board of Directors or by the Executive Committee, and shallhave power to attest the same.  He shallperform such other duties as may be assigned to him by the Chairman of theBoard (if any), the Chief Executive Officer, the Board of Directors or theExecutive Committee, or as may be prescribed in the rules or regulationsto be adopted by the Board of Directors.

 

Section 15.             Duties of Assistant Secretaries.  The Assistant Secretary or Secretaries shallperform the duties of the Secretary in his or her absence and such duties asmay be assigned to him or them by the Board of Directors, the ExecutiveCommittee, the Chairman of the Board, or the Chief Executive Officer, or as maybe prescribed in the rules or regulations to be adopted by the Board ofDirectors or the Executive Committee; and, he or they shall have the power toaffix the corporate seal to instruments and to attest the same and to sign thecertificates of stock of the Corporation.

 

OTHER OFFICERS

 

Section 16.             Other Officers.  Such other officers as the Board of Directorsmay choose shall perform such duties and have such powers as from time to timemay be assigned to them by the Chief Executive Officer or the Board ofDirectors. The Board of Directors may delegate to any officer of theCorporation the power to choose such other officers and to prescribe theirrespective duties and powers.

 

Section 17.             Other Positions.  The Chief Executive Officer may authorize theuse of titles, including the titles of chairman, Chief Executive Officer andvice president, by individuals who hold management positions with the businessgroups, divisions or other operational units of the Corporation, but who arenot and shall not be deemed officers of the Corporation.  Individuals in such positions shall hold suchtitles at the discretion of the appointing officer, who shall be the ChiefExecutive Officer or any officer to whom the Chief Executive Officer delegatessuch appointing authority, and shall have such powers and perform such dutiesas such appointing officer may from time to time determine.

 

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ARTICLE VII

 

Certificates OfStock and Their Transfer

 

Section 1.               Shares of Stock.  The shares of capital stock of theCorporation shall be represented by a certificate, unless and until the Boardof Directors of the Corporation adopts a resolution permitting shares to beuncertificated. Notwithstanding the adoption of any such resolution providingfor uncertificated shares, every holder of capital stock of the Corporationtheretofore represented by certificates and, upon request, every holder ofuncertificated shares, shall be entitled to have a certificate for shares ofcapital stock of the Corporation signed by, or in the name of the Corporationby, (a) the Chairman of the Board, the Vice Chairman of the Board, theChief Executive Officer, the President or any Executive Vice President, and (b) theChief Financial Officer, the Treasurer, the Secretary or an AssistantSecretary, certifying the number of shares owned by such stockholder in theCorporation.

 

Section 2.               Lost Certificates.  The Board of Directors may direct a newcertificate or uncertificated shares be issued in place of any certificatetheretofore issued by the Corporation alleged to have been lost, stolen ordestroyed, upon the making of an affidavit of that fact by the person claimingthe certificate of stock to be lost, stolen or destroyed.  When authorizing such issuance of a newcertificate or uncertificated shares, the Board of Directors may, in itsdiscretion and as a condition precedent to the issuance thereof, require theowner of such lost, stolen or destroyed certificate, or such owner’s legalrepresentative, to advertise the same in such manner as the Board of Directorsshall require and/or to give the Corporation a bond in such sum as it maydirect as indemnity against any claim that may be made against the Corporationon account of the alleged loss, theft or destruction of such certificate or theissuance of such new certificate or uncertificated shares.

 

Section 3.               Transfers.  Stock of the Corporation shall betransferable in the manner prescribed by applicable law and in theseBy-Laws.  Transfers of stock shall bemade on the books of the Corporation, and in the case of certificated shares ofstock, only by the person named in the certificate or by such person’s attorneylawfully constituted in writing and upon the surrender of the certificatetherefor, properly endorsed for transfer and payment of all necessary transfertaxes; or, in the case of uncertificated shares of stock, upon receipt ofproper transfer instructions from the registered holder of the shares or bysuch person’s attorney lawfully constituted in writing, and upon payment of allnecessary transfer taxes and compliance with appropriate procedures fortransferring shares in uncertificated form; provided, however, that suchsurrender and endorsement, compliance or payment of taxes shall not be requiredin any case in which the officers of the Corporation shall determine to waivesuch requirement.  With respect tocertificated shares of stock, every certificate exchanged, returned orsurrendered to the Corporation shall be marked “Cancelled,” with the date ofcancellation, by the Secretary or Assistant Secretary of the Corporation or thetransfer agent thereof.  No transfer ofstock shall be valid as against the Corporation for any purpose until it shallhave been entered in the stock records of the Corporation by an entry showingfrom and to whom transferred.

 

Section 4.               Transfer and Registry Agents.  The Corporation may maintain a transferoffice or agency where its stock shall be directly transferable and a registryoffice, which may be identical with the transfer or agency, where its stockshall be registered; and the Corporation may, from time to time, maintain oneor more other transfer offices or agencies, and registry 

 

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offices; and the Board ofDirectors may from time to time, define the duties of such transfer agents andregistrars and make such rules and regulations as it may deem expedient,not inconsistent with these Bylaws, concerning the issue, transfer andregistration of certificates for shares of the capital stock of theCorporation.

 

Section 5.               Closing of Transfer Books;Record Date.  The Board of Directorsmay close the stock transfer books of the Corporation for a period of not morethan sixty (60) days nor less than ten (10) days preceding the date of anymeeting of stockholders or the date for payment of any dividend or the date forthe allotment of rights or the date when any change or conversion or exchangeof capital stock shall go into effect. In lieu of closing the stock transfer books as aforesaid, the Board of Directorsmay fix in advance a date, not more than sixty (60) days nor less than ten (10) dayspreceding the date of any meeting of stockholders, or the date for the paymentof any dividend, or the date for the allotment of rights, or the date when anychange or conversion or exchange of capital stock shall go into effect, as arecord date for the determination of the stockholders entitled to notice of,and to vote at, any such meeting, and any adjournment thereof, or entitled toreceive payment of any such dividend, or to any such allotment of rights, or toexercise the rights in respect of any such change, conversion or exchange ofcapital stock and, in such case, such stockholders and only such stockholdersas shall be stockholders of record on the date so fixed shall be entitled tosuch notice of, and to vote at, such meeting and any postponement andadjournment thereof, or to receive payment of such dividend, or to receive suchallotment of rights, or to exercise such rights, as the case may benotwithstanding any transfer of any stock on the books of the Corporation afterany such record date fixed as aforesaid. A determination of stockholders of record entitled to notice of or tovote at a meeting of stockholders shall apply to any adjournments or postponementof the meeting; provided, however, that the Board of Directors may fix a newrecord date for the adjourned or postponed meeting.

 

Section 6.               Registered Stockholders.  The Corporation shall be entitled torecognize the exclusive right of a person registered on its books as the ownerof shares to receive dividends and to vote as such owner, and shall not bebound to recognize any equitable or other claim to or interest in such share orshares on the part of any other person, whether or not it shall have express orother notice thereof, except as otherwise provided by the laws of Delaware.

 

ARTICLE VIII

 

Amendments andGeneral Provisions

 

Section 1.               Amendments.  These Bylaws may only be altered, amended orrepealed in accordance with the Corporation’s Certificate of Incorporation.

 

Section 2.               Proxies.  Unless otherwise provided by resolution ofthe Board of Directors, the Chief Executive Officer or any Vice President, fromtime to time in the name and on behalf of the Corporation may:  (i) himself cast the votes which theCorporation may be entitled to cast as a stockholder or otherwise in any othercorporation any of whose stock or other securities may be held by theCorporation, at meetings of the holders of the stock or other securities ofsuch other corporations or consent in writing to any action by such othercorporation; (ii) appoint an attorney or attorneys, agent or agents of theCorporation, in the name and on behalf of the Corporation, to cast the voteswhich the Corporation may be entitled to cast as a stockholder or otherwise inany other corporation any of whose stock or other securities may 

 

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be held by theCorporation, at meetings of the holders of the stock or other securities ofsuch other corporations or to consent in writing to any action by such othercorporation, may instruct the person or persons so appointed as to the mannerof casting such votes or giving such consent and may execute or cause to beexecuted in the name or on behalf of the Corporation and under its corporateseal all such written proxies or other instruments as may be necessary orproper to evidence the appointment of such attorneys and agents.

 

Section 3.               Fiscal Year.  The fiscal year of the Corporation shall endon the last day of December in each year.

 

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