**Exhibit 3.2**

 

URANIUM RESOURCES, INC.

 

RESTATED

BYLAWS

 

Effective March 3, 2010

No Substantive Amendements – Incorporates changes made on August 7,2007.

 

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INDEX

TORESTATED BYLAWSOFURANIUM RESOURCES, INC.

 
|                                                             |                                                      | **Page** |
|------------------------------------------------------------------|-----------------------------------------------------------|----------|
|                                                             |                                                      |     |
| ARTICLE I     MEETINGS  OF STOCKHOLDERS |                                                      | 1        |
|                                                             |                                                      |     |   |
| Section 1.1                                                 | Annual  Meetings                                          |     | 1 |
|                                                             |                                                      |     |   |
| Section 1.2                                                 | Special  Meetings                                         |     | 1 |
|                                                             |                                                      |     |   |
| Section 1.3                                                 | Notice  of Meeting                                        |     | 1 |
|                                                             |                                                      |     |   |
| Section 1.4                                                 | Quorum                                                    |     | 1 |
|                                                             |                                                      |     |   |
| Section 1.5                                                 | Adjournments                                              |     | 1 |
|                                                             |                                                      |     |   |
| Section 1.6                                                 | Voting                                                    |     | 1 |
|                                                             |                                                      |     |   |
| Section 1.7                                                 | Proxies                                                   |     | 2 |
|                                                             |                                                      |     |   |
| Section 1.8                                                 | Judges  of Election                                       |     | 2 |
|                                                             |                                                      |     |   |
| Section 1.9                                                 | Action  by Consent                                        |     | 2 |
|                                                             |                                                      |     |   |
| Section 1.10                                                | Action  by Telephone Conference                           |     | 2 |
|                                                             |                                                      |     |   |   |
| ARTICLE II     BOARD  OF DIRECTORS      |                                                      | 2        |
|                                                             |                                                      |     |   |
| Section 2.1                                                 | General                                                   |     | 2 |
|                                                             |                                                      |     |   |
| Section 2.2                                                 | Number                                                    |     | 2 |
|                                                             |                                                      |     |   |
| Section 2.3                                                 | Election  and Term of Office                              |     | 3 |
|                                                             |                                                      |     |   |
| Section 2.4                                                 | Vacancies  and Additional Directorships                   |     | 3 |
|                                                             |                                                      |     |   |
| Section 2.5                                                 | Meetings                                                  |     | 3 |
|                                                             |                                                      |     |   |
| Section 2.6                                                 | Notice  of Meetings                                       |     | 3 |
|                                                             |                                                      |     |   |
| Section 2.7                                                 | Quorum,  Manner of Acting and Presence                    |     | 3 |
|                                                             |                                                      |     |   |
| Section 2.8                                                 | Resignation  of Directors                                 |     | 3 |
|                                                             |                                                      |     |   |
| Section 2.9                                                 | Removal  of Directors                                     |     | 4 |
|                                                             |                                                      |     |   |
| Section 2.10                                                | Action  by Consent                                        |     | 4 |
|                                                             |                                                      |     |   |
| Section 2.11                                                | Action  by Telephone Conference                           |     | 4 |
|                                                             |                                                      |     |   |
| ARTICLE III  COMMITTEES  OF THE BOARD                  |                                                      | 4        |
|                                                             |                                                      |     |   |
| Section 3.1                                                 | Designation,  Power, Alternate Members and Term of Office |     | 4 |
|                                                             |                                                      |     |   |
| Section 3.2                                                 | Meetings,  Notices and Records                            |     | 5 |
|                                                                  |                                                           |          |  |  |

 

i

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INDEX

TO

RESTATED BYLAWSOF

URANIUM RESOURCES, INC.

(continued)

 
|                                                                                 |                                                                            | **Page** |
|--------------------------------------------------------------------------------------|---------------------------------------------------------------------------------|----------|
|                                                                                 |                                                                            |     |
| Section 3.3                                                                     | Quorum,  Manner of Acting and Presence                                          |     | 5 |
|                                                                                 |                                                                            |     |   |
| Section 3.4                                                                     | Resignations                                                                    |     | 5 |
|                                                                                 |                                                                            |     |   |
| Section 3.5                                                                     | Removal                                                                         |     | 5 |
|                                                                                 |                                                                            |     |   |
| Section 3.6                                                                     | Vacancies                                                                       |     | 5 |
|                                                                                 |                                                                            |     |   |
| Section 3.7                                                                     | Action  by Consent                                                              |     | 6 |
|                                                                                 |                                                                            |     |   |
| ARTICLE IV  OFFICERS                                                       |                                                                            | 6        |
|                                                                                 |                                                                            |     |   |
| Section 4.1                                                                     | Officers                                                                        |     | 6 |
|                                                                                 |                                                                            |     |   |
| Section 4.2                                                                     | Election,  Term of Office and Qualifications                                    |     | 6 |
|                                                                                 |                                                                            |     |   |
| Section 4.3                                                                     | Resignations                                                                    |     | 6 |
|                                                                                 |                                                                            |     |   |
| Section 4.4                                                                     | Removal                                                                         |     | 6 |
|                                                                                 |                                                                            |     |   |
| Section 4.5                                                                     | Vacancies                                                                       |     | 6 |
|                                                                                 |                                                                            |     |   |
| Section 4.6                                                                     | Chairman  of the Board                                                          |     | 6 |
|                                                                                 |                                                                            |     |   |
| Section 4.7                                                                     | The  President                                                                  |     | 6 |
|                                                                                 |                                                                            |     |   |
| Section 4.8                                                                     | Vice  President                                                                 |     | 7 |
|                                                                                 |                                                                            |     |   |
| Section 4.9                                                                     | The  Treasurer                                                                  |     | 7 |
|                                                                                 |                                                                            |     |   |
| Section 4.10                                                                    | The  Secretary                                                                  |     | 7 |
|                                                                                 |                                                                            |     |   |
| Section 4.11                                                                    | Assistant  Secretaries, Assistant Treasurers and Subordinate Officers           |     | 8 |
|                                                                                 |                                                                            |     |   |
| ARTICLE V  INDEBTEDNESS  OF THE CORPORATION AND DEPOSIT OF CORPORATE FUNDS |                                                                            | 8        |
|                                                                                 |                                                                            |     |   |
| Section 5.1                                                                     | Borrowing                                                                       |     | 8 |
|                                                                                 |                                                                            |     |   |
| Section 5.2                                                                     | Deposits                                                                        |     | 9 |
|                                                                                 |                                                                            |     |   |
| Section 5.3                                                                     | Checks,  Drafts, etc.                                                           |     | 9 |
|                                                                                 |                                                                            |     |   |
| ARTICLE VI  INDEMNIFICATION                                                |                                                                            | 9        |
|                                                                                 |                                                                            |     |   |
| Section 6.1                                                                     | Actions,  Suits or Proceedings Other Than by or in the Right of the Corporation |     | 9 |
|                                                                                 |                                                                            |     |   |
| Section 6.2                                                                     | Actions  or Suits by or in the Right of the Corporation                         |     | 9 |
|                                                                                 |                                                                            |     |   |
| Section 6.3                                                                     | Indemnification  for Costs, Charges and Expenses of Successful Party            |     | 10 |
|                                                                                 |                                                                            |     |   |
| Section 6.4                                                                     | Determination  of Right to Indemnification                                      |     | 10 |

 

ii

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INDEX

TO

RESTATED BYLAWSOF

URANIUM RESOURCES, INC.

(continued)

 
|                                       |                                                    | **Page** |
|--------------------------------------------|---------------------------------------------------------|----------|
|                                       |                                                    |     |
| Section 6.5                           | Advance  of Costs, Charges and Expenses                 |     | 10 |
|                                       |                                                    |     |   |
| Section 6.6                           | Procedure  for Indemnification,                         |     | 10 |
|                                       |                                                    |     |   |
| Section 6.7                           | Other  Rights; Continuation of Right to Indemnification |     | 11 |
|                                       |                                                    |     |   |
| Section 6.8                           | Insurance                                               |     | 11 |
|                                       |                                                    |     |   |
| Section 6.9                           | Savings  Clause                                         |     | 11 |
|                                       |                                                    |     |   |
| ARTICLE VII MISCELLANEOUS  PROVISIONS |                                                    | 12       |
|                                       |                                                    |     |   |
| Section 7.1                           | Registered  Office and Agent                            |     | 12 |
|                                       |                                                    |     |   |
| Section 7.2                           | Fiscal  Year                                            |     | 12 |
|                                       |                                                    |     |   |
| Section 7.3                           | Corporate  Seal                                         |     | 12 |
|                                       |                                                    |     |   |
| Section 7.4                           | Voting  of Stock                                        |     | 12 |
|                                       |                                                    |     |   |
| Section 7.5                           | Record  Dates,                                          |     | 12 |
|                                       |                                                    |     |   |
| Section 7.6                           | Amendments                                              |     | 12 |

 

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ARTICLE IMEETINGS OF STOCKHOLDERS

 

Section 1.1        Annual Meetings.  The annual meeting of the stockholders forthe election of directors and for the transaction of such other business as properlymay come before such meeting shall be held on such date and at such time andplace, within or without the State of Delaware, as may be designated by theBoard of Directors.

 

Section 1.2        SpecialMeetings.  Specialmeetings of the stockholders for any proper purpose or purposes may be calledat any time by the Board of Directors, the Chairman of the Board or thePresident, to be held on such date, and at such time and place within orwithout the State of Delaware, as the caller shall direct.

 

Section 1.3        Notice ofMeeting.  Written notice, signed by theChairman of the Board, the President, any Vice President, the Secretary or anAssistant Secretary, of every meeting of stockholders stating the date and timewhen, and the place where, it is to be held shall be delivered personally ormailed to each stockholder entitled to vote at such meeting not less than tennor more than sixty days before the meeting, except as otherwise provided bylaw.  The purpose or purposes for whichthe meeting is called may in the case of an annual meeting, and shall in thecase of a special meeting, also be stated. If mailed, such notice shall be directed to a stockholder at suchstockholder’s address as it shall appear on the records of the Corporation, orat such other address as such stockholder may have furnished, in writing, tothe Secretary for such purpose.

 

Whena meeting is adjourned to another time or place, notice need not be given ofthe adjourned meeting if the time and place thereof are announced at themeeting at which the adjournment is taken.

 

Section 1.4        Quorum.  The presence at any meeting, in person or byproxy, of the holders of record of one third of the shares then issued andoutstanding and entitled to vote shall be necessary and sufficient toconstitute a quorum for the transaction of business, except as otherwiseprovided by law, the Certificate of Incorporation or these Bylaws.

 

Section 1.5        Adjournments.          In the absence of a quorum,a majority in interest of the stockholders entitled to vote, present in personor by proxy, or, if no stockholder entitled to vote is present in person or byproxy, any officer entitled to preside at or act as secretary of such meeting,may adjourn the meeting from time to time until a quorum shall be present.

 

Section 1.6        Voting.  At each meeting of stockholders, except asotherwise provided by law or the Certificate of Incorporation, every holder ofrecord of stock entitled to vote shall be entitled to one vote in person or byproxy for each share of such stock standing in his name on the records of theCorporation.

 

Directorsshall be chosen by a plurality of the votes cast at the election by the holdersof the class of stock entitled to vote for the election of directors, and,except as otherwise provided 

 

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by law, the Certificate of Incorporation or these Bylaws, all otherquestions shall be determined by a majority of the votes cast on such question.

 

Section 1.7        Proxies..  Any stockholder entitled to vote may vote byproxy, provided that the instrument authorizing such proxy to act shall havebeen executed in writing (which shall include telegraphing or cabling) by thestockholder himself or by such stockholder’s duly authorized attorney.

 

Section 1.8        Judges ofElection..  The Boardof Directors may appoint judges of election to serve at any election ofdirectors and at balloting on any other matter that may properly come before ameeting of stockholders.  If no suchappointment shall be made, or if any of the judges so appointed shall fail toattend, or refuse or be unable to serve, then such appointment may be made bythe presiding officer at the meeting.

 

Section 1.9        Action byConsent..  Any action required orpermitted to be taken at a meeting of stockholders may be taken without ameeting, without prior notice and without a vote, if a written consent orconsents thereto setting forth such action is signed by the holders of recordof outstanding stock having not less than the minimum number of votes thatwould be necessary to authorize or to take such action at a meeting at whichall shares entitled to vote thereon were present and voted.  Prompt notice of the taking of such actionwithout a meeting by less than unanimous written consent shall be given tothose stockholders who have not consented in writing.

 

Section 1.10      Action byTelephone Conference..  Subject tothe provisions required or permitted for notice of meetings, unless otherwiserestricted by the Certificate of Incorporation or these Bylaws, stockholdersmay participate in and hold any meeting by conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and participation in such a meeting shallconstitute presence in person at such meeting, except where a personparticipates in the meeting for the express purpose of objecting to thetransaction of any business on the ground that the meeting is not lawfullycalled or convened.

 

ARTICLE IIBOARD OF DIRECTORS

 

Section 2.1        General.  The business of the Corporation shall bemanaged by its Board of Directors which may exercise all power of theCorporation and do all lawful acts and things as are not by law, theCertificate of Incorporation or these Bylaws directed or required to beexercised or done by the stockholders.

 

Section 2.2        Number.  The number of directors which shallconstitute the whole Board of Directors shall be fixed from time to time byresolution of the Board of Directors or stockholders (any such resolution ofeither the Board of Directors or stockholders being subject to any laterresolution of either of them).  The Boardof Directors on the date hereof shall consist of seven (7) directors andsubsequent Boards of Directors shall consist of not less than three (3) directorsnor more than nine (9) directors until changed as herein provided.

 

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Section 2.3        Election andTerm of Office.  Directorsshall be elected at the annual meeting of the stockholders, except as providedin Section 2.4. Directors (whether elected at an annual meeting or to filla vacancy or otherwise) shall continue in office until the next annual electionand until their successors shall have been elected and qualified or until theirearlier death, resignation or removal in the manner hereinafter provided.

 

Section 2.4        Vacancies andAdditional Directorships. Vacancies in the Board of Directors, whether by reason of death,resignation or otherwise, and newly created directorships resulting from anyincrease in the authorized number of directors shall be filled by a majority ofthe directors then in office, although less than a quorum, or by thestockholders.   In the event of theresignation of directors effective at a future date, such vacancies may befilled by a majority of the directors then in office, including those who haveresigned, effective on such future date.

 

Section 2.5        Meetings.  The Board of Directors by resolution mayprovide for the holding of regular meetings and may fix the times and places,either within or without the State of Delaware, at which such meetings shall beheld.

 

Specialmeetings of the Board shall be held upon the call of the Chairman of the Board,the President or any two (2) directors.

 

Section 2.6        Notice ofMeetings.  Notice neednot be given of regular meetings of the Board.

 

Exceptas otherwise provided by law, notice of each special meeting shall be mailed toall directors, addressed to their residences or usual places of business, atleast two (2) days before the day of the meeting, or shall be sent to themat such places by telegram, radio or cable, or telephoned or delivered to thempersonally, not later than the day of the meeting.  Such notice shall state the time and place ofsuch meeting, but, unless otherwise required by law, the Certificate ofIncorporation or these Bylaws, need not state the purpose thereof.

 

Noticeof any meeting need not be given to a director who shall attend such meeting inperson or who shall waive notice thereof, either before or after such meeting,in a signed writing.

 

Section 2.7        Quorum, Mannerof Acting and Presence.  Ateach meeting of the Board of Directors the presence of a majority of the totalnumber of members of the Board of Directors then holding office (but not lessthan one-third of the total number of directors, nor less than two (2) directors)shall be necessary and sufficient to constitute a quorum for the transaction ofbusiness.  In the absence of a quorum, amajority of those present at the time and place of any meeting may adjourn themeeting from time to time until a quorum shall be present and the meeting maybe held and adjourned without further notice of waiver.  A majority of those present at any meeting atwhich a quorum is present may decide any questions brought before such meeting,except as otherwise provided by law, the Certificate of Incorporation of theCorporation or these Bylaws.

 

Section 2.8        Resignation ofDirectors.  Anydirector may resign at any time by giving written notice of such resignation tothe Board of Directors, the Chairman of the Board, the President, any VicePresident or the Secretary.  Unlessotherwise specified in such notice, such 

 

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resignationshall be effective upon receipt thereof by the Board of Directors or any suchofficer, and the acceptance of such resignation shall not be necessary to makeit effective.

 

Section 2.9        Removal ofDirectors. At any special meeting of the stockholders, dulycalled as provided in these Bylaws, any director or directors may be removedfrom office, either with or without cause, as provided by law, by vote of theholders of the class of stock that elected such director.

 

Section 2.10      Action byConsent.  Action required or permittedto be taken at any meeting of the Board of Directors may be taken without a meetingif all members of the Board consent thereto in writing and the writing orwritings are filed with the minutes of proceedings of the Board.

 

Section 2.11      Action byTelephone Conference.  Subject tothe provisions required or permitted for notice of meetings, unless otherwiserestricted by the Certificate of Incorporation or these Bylaws, members of theBoard of Directors or members of any committee designated by such Board mayparticipate in and hold a meeting of such Board or committee by conference telephoneor similar communications equipment by means of which all persons participatingin the meeting can hear each other, and participation in such a meeting shallconstitute presence in person at such meeting, except where a personparticipates in the meeting for the express purpose of objecting to thetransaction of any business on the ground that the meeting is not lawfullycalled or convened.

 

ARTICLE III

 

COMMITTEES OF THE BOARD

 

Section 3.1        Designation,Power, Alternate Members and Term of Office.  The Board of Directors may, by resolutionpassed by a majority of the whole Board of Directors, designate one or morecommittees, each committee to consist of one or more of the directors of theCorporation. Any such committee, to the extent provided in such resolution andpermitted by law, shall have and may exercise all the powers and authority ofthe Board of Directors in the management of the business and affairs of theCorporation and may authorize the seal of the Corporation or a facsimilethereof to be affixed to or reproduced on all such papers as said committeeshall designate.  The Board of Directorsmay designate one or more directors as alternate members of any committee who,in the order specified by the Board of Directors, may replace any absent ordisqualified member at any meeting of the committee. If at a meeting of anycommittee one or more of the members thereof should be absent or disqualified,and if either the Board of Directors has not so designated any alternate memberor members, or the number of absent or disqualified members exceeds the numberof alternate members who are present at such meeting, then the member ormembers of such committee (including alternates) present at any meeting and notdisqualified from voting, whether or not such member or members constitute aquorum, may unanimously appoint another director to act at the meeting in theplace of such absent or disqualified member. The term of office of the members of each committee shall be as fixedfrom time to time by the Board of Directors, subject to these Bylaws; provided,however, that any committee member who ceases to be a member of the Board ofDirectors shall ipso facto

 

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ceaseto be a committee member.  Each committeeshall appoint a secretary, who may be the Secretary of the Corporation or anAssistant Secretary thereof.

 

Section 3.2                        Meetings,Notices and Records.  Eachcommittee may provide for the holding of regular meetings, with or withoutnotice, and may fix the times and places at which such meetings shall be held.Special meetings of each committee shall be held upon call by or at thedirection of its chairman or, if there be no chairman, by or at the direction ofany one of its members.  Except asotherwise provided by law, notice of each special meeting of a committee shallbe mailed to each member of such committee, addressed to such member at suchmember’s residence or usual place of business, at least two (2) daysbefore the day on which the meeting is to be held, or shall be sent to suchmember at such place by telegram, radio or cable, or telephoned or delivered tosuch member personally, not later than the day before the day on which themeeting is to be held.  Such notice shallstate the time and place of such meeting, but need not state the purposesthereof, unless otherwise required by law, the Certificate of Incorporation ofthe Corporation of these Bylaws.

 

Noticeof any meeting of a committee need not be given to any member thereof who shallattend such meeting in person or who shall waive notice thereof, before orafter such meeting, in a signed writing. Each committee shall keep a record of its proceedings.

 

Section 3.3                        Quorum, Mannerof Acting and Presence.  Ateach meeting of any committee the presence of a majority of its members then inoffice shall be necessary and sufficient to constitute a quorum for thetransaction of business, except that when a committee consists of one member,then the one member shall constitute a quorum. In the absence of a quorum, a majority of the members present at thetime and place of any meeting may adjourn the meeting from time to time until aquorum shall be present and the meeting may be held as adjourned without furthernotice or waiver.  The act of a majorityof the members present at any meeting at which a quorum is present shall be theact of such committee.  Subject to theforegoing and other provisions of these Bylaws and except as otherwisedetermined by the Board of Directors, each committee may make rules forthe conduct of its business.

 

Membersof any committee may participate in a meeting by means of a conferencetelephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and such participation shallconstitute presence in person at such meeting.

 

Section 3.4                        Resignation.  Any member of a committee may resign at anytime by giving written notice of such resignation to the Board of Directors,the Chairman of the Board, the President, any Vice President or the Secretary.Unless otherwise specified in such notice, such resignation shall take effectupon receipt thereof by the Board of Directors or any such officer, and theacceptance of such resignation shall not be necessary to make it effective.

 

Section 3.5                        Removal.  Any member of any committee may be removed atany time or without cause by the Board of Directors.

 

Section 3.6                        Vacancies.  If any vacancy shall occur in any committeeby reason of death, resignation, disqualification, removal or otherwise, theremaining member or members of 

 

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suchcommittee, so long as a quorum is present, may continue to act until suchvacancy is filled by the Board of Directors.

 

Section 3.7                        Action byConsent.  Action required or permittedto be taken at any meeting of a committee may be taken without a meeting if allmembers of the committee consent thereto in writing and the writing or writingsare filed with the minutes of the proceedings of the committee.

 

ARTICLE IVOFFICERS

 

Section 4.1                        Officers.  The officers of the Corporation shall be aPresident, one or more Vice Presidents and a Secretary and may include aChairman of the Board (who shall be a director of the Corporation) and aTreasurer.  The Board of Directors fromtime to time may elect Assistant Treasurers, Assistant Secretaries and suchother officers as it shall deem necessary. Any number of offices may be held bythe same person.

 

Section 4.2                        Election, Termof Office and Qualifications.  Officers shall be elected by the Board ofDirectors and shall hold office until the earlier of their death, resignation,or removal in the manner hereinafter provided.

 

Section 4.3                        Resignations.  Any officer may resign at any time by givingwritten notice of such resignation to the Board of Directors, the Chairman ofthe Board, the Chief Executive Officer, the President, a Vice President or theSecretary.  Unless otherwise specified insuch written notice, such resignation shall take effect upon receipt thereof bythe Board of Directors or any such officer, and the acceptance of suchresignation shall not be necessary to make it effective.

 

Section 4.4                        Removal.  Any officer may be removed with or withoutcause at any meeting of the Board of Directors by affirmative vote of amajority of the directors then in office.

 

Section 4.5                        Vacancies.  A vacancy in any office by reason of death,resignation, removal, disqualification, or any other cause shall be filled forthe unexpired portion of the term in the manner prescribed by these Bylaws forregular election to such office.

 

Section 4.6                        Chairman of theBoard.  The Chairman of the Boardshall preside at all meetings of the Shareholders and the Board of Directors.

 

Section 4.7                        The President.  The President of the Company shall be thechief executive officer of the Corporation and shall have general powers ofoversight, supervision and management of the business and affairs of theCorporation and shall perform such other duties as may be prescribed by theBoard of Directors or these Bylaws and shall see that all orders andresolutions of the Board of Directors are carried into effect.  The President shall appoint and dischargeemployees and agents of the Corporation (other than officers elected by theBoard) and may sign, with any other officer thereunto duly authorized,certificates representing stock of the Corporation, the issuance of which shallhave been duly authorized (the signature to which may be a facsimile signature),and may sign and execute, in the name and on behalf of the 

 

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Corporation,deeds, mortgages, bonds, contracts, agreements or other instruments, except incases where the signing and execution thereof shall be expressly delegated bythe Board to some other officer or agent. The President shall, in the absence or disability of the Chairman of theBoard, perform the duties of the Chairman. Unless the Board of Directors shall otherwise delegate such duties, thePresident shall be ex-officio a member of all standing committees.

 

Section 4.8                        Vice President.  The Vice President, or, if more than one, theVice Presidents in the order established by the Board of Directors or theChairman of the Board, shall, in the absence or disability of the President,exercise all of the powers and duties of the President.  Each such vice President shall have the powerto sign and execute, in the name and on behalf of the Corporation, deeds,mortgages, bonds, contracts, agreements or other instruments, except in caseswhere the signing and execution hereof shall be expressly delegated by theBoard to some other officer as agent and shall have such other powers andperform such other duties as from time to time may be prescribed by the Boardof Directors or the Chairman of the Board or these Bylaws.

 

Section 4.9                        The Treasurer.  The Treasurer or, if no Treasurer is electedby the Board of Directors, such other officer as shall be designated by theBoard of Directors shall have the custody of the corporate funds andsecurities; shall keep full and accurate accounts of receipt and disbursementsin books belonging to the Corporation; shall deposit all monies, and othervaluable effects in the name and to the credit of the Corporation, in suchdepositories as may be designated by the Board of Directors; and shall have andperform such other duties incident to the office of Treasurer as from time totime may be prescribed by the Board of Directors, the Chairman of the Board orthese Bylaws.  The Treasurer shalldisburse the funds of the Corporation as may be ordered by the Board ofDirectors, taking proper vouchers for such disbursements, and shall render tothe Chairman of the Board and the Board of Directors, at regular meetings of theBoard, whenever they may require it, an account of all transactions.

 

Section 4.10                  The Secretary.  The Secretary shall

 

(a)                    record all proceedings ofthe meeting of the stockholders, the Board of Directors and any committees in abook or books to be kept for that purpose;

 

(b)                   cause all notices to be dulygiven in accordance with the provisions of these Bylaws and as required by law;

 

(c)                    whenever any committee shallbe designated by resolution of the Board of Directors, furnish the chairman ofsuch committee with a copy of such resolution;

 

(d)                   be custodian of the recordsand of the seal of the Corporation, and cause such seal to be affixed to or afacsimile to be reproduced on all certificates representing stock of thecorporation prior to the issuance thereof and to all instruments the executionof which on behalf of the Corporation shall have been duly authorized;

 

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(e)                    see that the lists, books,reports, statements, certificates and other documents and records required bylaw are properly kept and-filed;

 

(f)                      have charge ofthe stock and transfer books of the Corporation, and exhibit such stock book atall reasonable times to such persons as are entitled by law have accessthereto;

 

(g)                   sign (unless the Treasureror an Assistant Secretary or an Assistant Treasurer shall sign) certificatesrepresenting stock of the Corporation, the issuance of which shall have beenduly authorized (the signature to which may be a facsimile signature): and

 

(h)                   in general, perform allduties incident to the office of Secretary and have such other powers andperform such other duties as from time to time may be prescribed by the Boardof Directors, the Chairman of the Board or these Bylaws.

 

Section 4.11                  AssistantSecretaries, Assistant Treasurers and Subordinate Officers. AssistantTreasurers and Assistant Secretaries shall have the power to perform, in thename and on behalf of the Corporation, such duties as may be required to beperformed by the Secretary, Treasurer and Comptroller, respectively, and shallhave and perform such other duties as from time to time may be prescribed bythe Board of Directors, the Chairman of the Board or these Bylaws.  The Corporation may have such assistant andsubordinate officers as the Board of Directors may from time to time deemdesirable. Each such officer shall hold office for such period and perform suchduties as the Board of Directors, the Chairman of the Board, or President mayprescribe.

 

ARTICLE VINDEBTEDNESS OF THE CORPORATION AND DEPOSIT OF CORPORATE FUNDS

 

Section 5.1                        Borrowing.  No loans, advances, obligations orindebtedness shall be incurred, obtained or contracted for, by or on behalf ofthe Corporation, and no negotiable paper shall be issued in. its name, unlessand except as (i) permitted by the Corporation’s Certificate ofIncorporation, (ii) permitted under any indentures or other documentsevidencing outstanding indebtedness of the Corporation and (iii) authorizedby the Board of Directors.  Suchauthorization may be general or confirmed to specific instances.  Any officer or agent of the Corporationthereunto so authorized may obtain loans and advances for the Corporation, andfor such loans and advances may make, execute and deliver promissory notes,bonds, or other evidences of indebtedness of the Corporation.  Any officer or agent of the Corporationthereunto so authorized may pledge, hypothecate or transfer as security for thepayment of any and all loans, advances, indebtedness and liabilities of theCorporation, any and all stocks, bonds, other securities and other personalproperty at any time held by the Corporation, and to that end may endorse,assign and deliver the same and do every act and thing necessary or proper inconnection therewith.

 

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Section 5.2                        Deposits.  All funds of the Corporation not otherwiseemployed shall be deposited from time to time to its credit in such banks,trust companies or other depositories as the Board of Directors may select.  Endorsements for deposit to the credit of theCorporation in any of its duly authorized depositories shall be made in suchmanner as the Board of Directors from time to time may determine.

 

Section 5.3                        Checks, Drafts,etc.  All checks, drafts or otherorders for the payment of money, and all notes or other evidences ofindebtedness issued in the name of the Corporation, shall be signed by suchofficer or officers or agent or agents of the Corporation, and in such manner,as from time to time shall be determined by the Board of Directors.

 

ARTICLE VIINDEMNIFICATION

 

Section 6.1                        Actions, Suitsor Proceedings Other Than by or in the Right of the Corporation.  The Corporation shallindemnify any person who was or is a party or is threatened to be made a partyto any threatened, pending or completed action, suit or proceeding, whethercivil, criminal, administrative or investigative (other than an action by or inthe right of the Corporation) by reason of the fact that he is or was or hasagreed to become a director, officer, employee or agent of the Corporation, oris or was serving or has agreed to serve at the request of the Corporation as adirector, officer, employee or agent of another Corporation, partnership, jointventure, trust or other enterprise, or by reason of any action alleged to havebeen taken or omitted in such capacity, against costs, charges, expenses(including attorneys’ fees), judgments, fines and amounts paid in settlementactually and reasonably incurred by him or on his behalf in connection withsuch action, suit or proceeding and any appeal therefrom, if he acted in goodfaith and in a manner he reasonably believed to be in or not opposed to thebest interests of the Corporation, and, with respect to any criminal action orproceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumptionthat the person did not act in good faith and in a manner which he reasonablybelieved to be in or not opposed to the best interests of the corporation, and,with respect to any criminal action or proceeding, had reasonable cause tobelieve that his conduct was unlawful.

 

Section 6.2                        Actions orSuits by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action orsuit by or in the right of the Corporation to procure a judgment in its favorby reason of the fact that he is or was or has agreed to become a director,officer, employee or agent of the Corporation, or is or was serving or hasagreed to serve at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise, or by reason of any action alleged to have been taken oromitted in such capacity, against costs, charges and expenses (includingattorneys’ fees) actually and reasonably incurred by him or on his behalf inconnection with such action or suit and any appeal therefrom, if he acted ingood faith and in a manner he reasonably believed to be in or not opposed tothe best interests of the Corporation except that no indemnification shall bemade in respect of any claim, issue or matter as to which such person shallhave been 

 

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adjudgedto be liable for negligence or misconduct in the performance of his duty to theCorporation unless and only to the extent that the Court of Chancery ofDelaware or the court in which such action on suit was brought shall determineupon application that, despite the adjudication of such liability but in viewof all the circumstances of the case, such person is fairly and reasonablyentitled to indemnity for such costs, charges and expenses which the Court ofChancery or such other court shall deem proper.

 

Section 6.3                        Indemnificationfor Costs, Charges and Expenses of Successful Party.Notwithstanding the other provisions of this Article, to the extent that adirector, officer, employee or agent of the Corporation has been successful onthe merits or otherwise, including, without limitation, the dismissal of anaction without prejudice, in defense of any action, suit or proceeding referredto in Sections 6.1 and 6.2 of this Article, or in defense of any claim, issueor matter therein, he shall be indemnified against all costs, charges andexpenses (including attorneys’ fees) actually and reasonably incurred by him oron his behalf in connection therewith.

 

Section 6.4                        Determinationof Right to Indemnification.  Any indemnification under Sections 6.1 and6.2 of this Article (unless ordered by a court) shall be paid by the Corporationunless a determination is made (1) by the Board of Directors by a majorityvote of a quorum consisting of directors who were not parties to such action,suit or proceeding, or (2) if such a quorum is not obtainable, or, even ifobtainable a quorum of disinterested directors so directs, by independent legalcounsel in a written opinion, or (3) by the stockholders, thatindemnification of the director, officer, employee or agent is not proper inthe circumstances because he has not met the applicable standard of conduct setforth in Sections 6.1 and 6.2 of this Article.

 

Section 6.5                        Advance ofCosts, Charges and Expenses.  Costs, charges and expenses (includingattorneys’ fees) incurred by a person referred to in Sections 6.1 and 6.2 ofthis Article in defending a civil or criminal action, suit or proceedingshall be paid by the Corporation in advance of the final disposition of suchaction, suit or proceeding; provided,however, that the paymentof such costs, charges and expenses incurred by a director or officer in hiscapacity as a director or officer (and not in any other capacity in whichservice was or is rendered by such person while a director or officer) inadvance of the final disposition of such action, suit or proceeding shall bemade only upon receipt of an undertaking by or on behalf of the director orofficer to repay all amounts so advanced in the event that it shall ultimatelybe determined that sum director or officer is not entitled to be indemnified bythe Corporation as authorized in this Article. Such costs, charges and expenses incurred by other employees and agentsmay be so paid upon such terms and conditions, if any, as the Board ofDirectors deems appropriate.  The Boardof Directors may, in the manner set forth above, and upon approval of suchdirector, officer, employee or agent of the Corporation, authorize theCorporation’s counsel to represent such person, in any action, suit orproceeding, whether or not the Corporation is a party to such action, suit orproceeding.

 

Section 6.6                        Procedure forIndemnification.  Anyindemnification under Sections 6.1, 6.2 and 6.3, or advance of costs, chargesand expenses under Section 6.5 of this Article, shall be made promptly,and in any event within sixty (60) days, upon the written request of thedirectors, officer, employee or agent. The right to indemnification or advances as granted by this Article shallbe enforceable by the director, officer, employee or agent in any court ofcompetent jurisdiction, if the Corporation denies such request, in whole or inpart, or if no disposition 

 

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thereofis made within sixty (60) days.  Suchperson’s costs and expenses incurred in connection with successfullyestablishing his right to indemnification by the Corporation shall be promptlypaid by the Corporation.  It shall be adefense to any such action (other than an action brought to enforce a claim forthe advance of costs, charges and expenses under Section 6.5 of this Article wherethe required undertaking, if any, has been received by the Corporation) thatthe claimant has not met the standard of conduct set forth in Sections 6.1 or6.2 of this Article, but the burden of proving such defense shall be on theCorporation.  Neither the failure of theCorporation (including its Board of Directors, its independent legal counsel,and its stockholders) to have made a determination prior to the commencement ofsuch action that indemnification of the claimant is proper under thecircumstances because he has met the applicable, standard of conduct set forthin Sections 6.1 or 6.2 of this Article, nor the fact that there has been anactual determination by the Corporation (including its Board of Directors, itsindependent legal counsel, and its stockholders) that the claimant has not metsuch applicable standard of conduct, shall be a defense to the action or createa presumption that the claimant has not met the applicable standard of conduct.

 

Section 6.7                        Other Rights;Continuation of Right to Indemnification.  The indemnification provided by this Article shallnot be deemed exclusive of any other rights to which a person seekingindemnification may be entitled under any law (common or statutory), agreement,vote of stockholders or disinterested directors or otherwise, both as to actionin his official capacity and as to action in another capacity while holdingoffice or while employed by or acting as agent for the Corporation, and shallcontinue as to a person who has ceased to be a director, officer, employee oragent, and shall inure to the benefit of the estate, heirs, executors andadministrators of such person.  Allrights to indemnification under this Article shall be deemed to be acontract between the Corporation and each director, officer, employee or agentof the Corporation who serves or served in such capacity at any time while thisArticle is in effect. Any repeal or modification of this Article orany repeal or modification of relevant provisions of the Delaware GeneralCorporation Law or any other applicable laws shall not in any way diminish anyrights to indemnification of such director, officer, employee or agent or theobligations of the Corporation arising hereunder.

 

Section 6.8                        Insurance.  The Corporation may, but shall have noobligation to purchase and maintain insurance on behalf of any person who is orwas or has agreed to become a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against anyliability asserted against him and incurred by him or on his behalf in any suchcapacity, or arising out of his status as such, whether or not the Corporationwould have the power to indemnify him against such liability under theprovisions of this Article.  Suchinsurance, if made available, shall be on terms acceptable to the Board ofDirectors, which determination shall be made by a vote of a majority of the. entire Board of Directors.

 

Section 6.9                        Savings Clause.  If this Article or any portion hereofshall be invalidated on any ground by any court of competent jurisdiction, thenthe Corporation shall nevertheless indemnify each director, officer, employeeand agent of the Corporation as to costs, charges and expenses (includingattorneys’ fees), judgments, fines and amounts paid in settlement with respectto any action, suit or proceeding, whether civil, criminal, administrative orinvestigative, including an action by or in the right of the Corporation, tothe full extent permitted by any 

 

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applicableportion of this Article that shall not have been invalidated, and to thefull extent permitted by applicable law.

 

ARTICLE VII

 

MISCELLANEOUS PROVISIONS

 

Section 7.1                        RegisteredOffice and Agent.  Theregistered office of the Corporation shall be located at the office of TheCorporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 andsaid corporation shall be the registered agent of this Corporation at suchoffice.  The Corporation may have otheroffices, either within or without the State of Delaware, at such place orplaces as shall be determined from time to time by the Board of Directors or asthe business of the corporation may require.

 

Section 7.2                        Fiscal Year.  The fiscal year of the Corporation shall bedetermined by resolution of the Board of Directors.

 

Section 7.3                        Corporate Seal.  The seal of the Corporation shall be circularin form and contain the name of the Corporation and the year and state of itsincorporation.  Such seal may be alteredfrom time to time at the discretion of the Board of Directors.

 

Section 7.4                        Voting of Stock.  Unless otherwise specifically directed by theBoard of Directors, all stock owned by the Corporation, other than stock of theCorporation, shall be voted on behalf of the Corporation, in person or byproxy, by the Chairman of the Board, the Chief Executive Officer, the Presidentor any Vice President of the Corporation. The Board of Directors, however, may by resolution appoint some otherperson to vote such shares, in which case such person shall be entitled to votesuch shares upon the production of a certified copy of such resolution.

 

Section 7.5                        Record Dates.  In order that the Corporation may determinethe stockholders entitled to notice of or to vote at any meeting of stockholdersor any adjournment thereof, or to express consent to corporate action inwriting without a meeting, or entitled to receive payment of any dividend orother distribution or allotment of any rights, or entitled to exercise anyrights in respect of any change, conversion or exchange of stock or for thepurpose of any other lawful action, the Board of Directors may fix, in advance,a record date, which shall be not more than sixty (60) nor less than ten (10) daysbefore the date of such meeting, nor more than sixty (60) days prior to anyother action.  Only those stockholders ofrecord on the date so fixed shall be entitled to any of the foregoing rights,notwithstanding the transfer of any such stock on the books of the Corporationafter any such record date fixed by the Board of Directors.

 

Section 7.6                        Amendments.  All Bylaws ofthe Corporation may be amended or repealed, and new Bylaws may be made, by anaffirmative majority of the votes cast at any annual or special stockholders’meeting by holders of outstanding shares of stock of the Corporation entitledto vote, or by an affirmative vote of a majority of the directors present atany organizational, regular, or special meeting of the Board of Directors.

 

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