**Exhibit 3.2**

 

VWR INTERNATIONAL, INC.

 

AMENDED AND RESTATED BY-LAWS

 

As adopted on April 7,2004

 

ARTICLE I

 

STOCKHOLDERS

 

Section 1.01.  Annual Meetings.  Subject to Section 1.12 of theseBy-Laws, the annual meeting of the stockholders of the Corporation for theelection of directors and for the transaction of such other business asproperly may come before such meeting shall be held at such place, eitherwithin or without the State of Delaware, or, within the sole discretion of theBoard of Directors, by remote electronic communication technologies, at suchdate and hour, as may be fixed from time to time by resolution of the Board ofDirectors and set forth in the notice or waiver of notice of the meeting.

 

Section 1.02.  Special Meetings.  Special meetings of the stockholders may becalled at any time by the President (or, in the event of his or her absence ordisability, by any Vice President), or by the Board of Directors.  A special meeting shall be called by the President(or, in the event of his or her absence or disability, by any Vice President),or by the Secretary, immediately upon receipt of a written request therefor bystockholders holding in the aggregate not less than a majority of theoutstanding shares of the Corporation at the time entitled to vote at anymeeting of the stockholders.  If suchofficers or the Board of Directors shall fail to call such meeting withintwenty days after receipt of such request, any stockholder executing suchrequest may call such meeting.  Suchspecial meetings of the stockholders shall be held at such places, within orwithout the State of Delaware, or, within the sole discretion of the Board ofDirectors, by remote electronic communication technologies, as shall bespecified in the respective notices or waivers of notice thereof.

 

Section 1.03.  Notice of Meetings; Waiver.  The Secretary or any Assistant Secretaryshall cause written notice of the place, if any, date and hour of each meetingof the stockholders, and the means of remote communications, if any, by whichstockholders and proxy holders may be deemed to be present in person and voteat such meeting, and, in the case of a special meeting, the purpose or purposesfor which such meeting is called, to be given personally or by mail, not lessthan ten nor more than sixty days prior to the meeting, to each stockholder ofrecord entitled to vote at such meeting. If a stockholder meeting is to be held via electronic communications andstockholders will take action at such meeting, the notice of such meeting must:(i) specify the means of remote communications, if any, by which stockholdersand proxy holders may be deemed to be present and vote at such meeting; and(ii) provide the information required to access the stockholder list.

 

For notice given by electronic transmission to astockholder to be effective, such stockholder must consent to the Corporation’sgiving notice by that particular form of electronic transmission.  A stockholder may revoke consent to receive

 

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notice by electronictransmission by written notice to the Corporation.  A stockholder’s consent to notice byelectronic transmission is automatically revoked if the Corporation is unableto deliver two consecutive electronic transmission notices and such inabilitybecomes known to the Secretary, Assistant Secretary, the transfer agent orother person responsible for giving notice.

 

Notices are deemed given (i) if by mail, whendeposited in the United States mail, postage prepaid, directed to thestockholder at his or her address as it appears on the record of stockholders of the Corporation, or, if he or sheshall have filed with the Secretary of the Corporation a written request thatnotices to him or her be mailed to some other address, then directed to him orher at such other address; (ii) if by facsimile, when faxed to a number wherethe stockholder has consented to receive notice; (iii) if by electronic mail,when mailed electronically to an electronic mail address at which thestockholder consented to receive such notice; (iv) if by posting on anelectronic network (such as a website or chatroom) together with a separatenotice to the stockholder of such specific posting, upon the later to occur of(A) such posting or (B) the giving of the separate notice of such posting; or(v) if by any other form of electronic communication, when directed to thestockholder in the manner consented to by the stockholder.  Such further notice shall be given as may berequired by law.

 

A written waiver of any notice of any annual orspecial meeting signed by the person entitled thereto, or a waiver byelectronic transmission by the person entitled to notice, shall be deemedequivalent to notice, whether provided before or after the meeting.  Neither the business to be transacted at, northe purpose of, any regular or special meeting of the stockholders need bespecified in a waiver of notice.  Theattendance of any stockholder at a meeting of stockholders shall constitute awaiver of notice of such meeting, except when the stockholder attends a meetingfor the express purpose of objecting, at the beginning of the meeting, to thetransaction of any business on the ground that the meeting is not lawfullycalled or convened.

 

Section 1.04.  Quorum.  Except as otherwise required by law or by theCertificate of Incorporation, the presence in person or by proxy of the holdersof record of a majority of the shares entitled to vote at a meeting ofstockholders shall constitute a quorum for the transaction of business at suchmeeting.

 

Section 1.05.  Voting.  If, pursuant to Section 5.05 of these By-Laws,a record date has been fixed, every holder of record of shares entitled to voteat a meeting of stockholders shall be entitled to one vote for each shareoutstanding in his or her name on the books of the Corporation at the close ofbusiness on such record date.  If norecord date has been fixed, then every holder of record of shares entitled tovote at a meeting of stockholders shall be entitled to one vote for each shareof stock standing in his or her name on the books of the Corporation at theclose of business on the day next preceding the day on which notice of themeeting is given, or, if notice is waived, at the close of business on the daynext preceding the day on which the meeting is held.  Except as otherwise required by law or by theCertificate of Incorporation or by these By-Laws, the vote of a majority of theshares represented in person or by proxy at any meeting at which a quorum ispresent shall be sufficient for the transaction of any business at such meeting.

 

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Section 1.06.  Voting by Ballot.  No vote of the stockholders need be taken bywritten ballot, or by a ballot submitted by electronic transmission, unlessotherwise required by law.  Any vote whichneed not be taken by written ballot, or by a ballot submitted by electronictransmission, may be conducted in any manner approved by the meeting.

 

Section 1.07.  Adjournment.  If a quorum is not present at any meeting ofthe stockholders, the stockholders present in person or by proxy shall have thepower to adjourn any such meeting from time to time until a quorum ispresent.  Notice of any adjourned meetingof the stockholders of the Corporation need not be given if the place, if any,date and hour thereof, and the means of remote communications, if any, by whichstockholders and proxy holders may be deemed to be present in person and voteat such meeting, are announced at the meeting at which the adjournment istaken, provided, however, that if the adjournment is for more than thirty days,or if after the adjournment a new record date for the adjourned meeting isfixed pursuant to Section 5.05 of these By-Laws, a notice of the adjournedmeeting, conforming to the requirements of Section 1.03 of these By-Laws,shall be given to each stockholder of record entitled to vote at suchmeeting.  At any adjourned meeting atwhich a quorum is present, any business may be transacted that might have beentransacted on the original date of the meeting.

 

Section 1.08.  Proxies.  Any stockholder entitled to vote at anymeeting of the stockholders or to express consent to or dissent from corporateaction in writing without a meeting may authorize another person or persons tovote at any such meeting and express such consent or dissent for him or her byproxy.  A stockholder may authorize avalid proxy by executing a written instrument signed by such stockholder, or bycausing his or her signature to be affixed to such writing by any reasonablemeans including, but not limited to, by facsimile signature, or by transmittingor authorizing the transmission of a telegram, cablegram or other means ofelectronic transmission to the person designated as the holder of the proxy, aproxy solicitation firm or a like authorized agent.  No such proxy shall be voted or acted uponafter the expiration of three years from the date of such proxy, unless suchproxy provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholderexecuting it, except in those cases where applicable law provides that a proxyshall be irrevocable.  A stockholder mayrevoke any proxy which is not irrevocable by attending the meeting and votingin person or by filing an instrument in writing revoking the proxy or by filinganother duly executed proxy bearing a later date with the Secretary.  Proxies by telegram, cablegram or otherelectronic transmission must either set forth or be submitted with informationfrom which it can be determined that the telegram, cablegram or other electronictransmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction ofa writing or transmission created pursuant to this section may besubstituted or used in lieu of the original writing or transmission for any andall purposes for which the original writing or transmission could be used,provided that such copy, facsimile telecommunication or other reproductionshall be a complete reproduction of the entire original writing ortransmission.

 

Section 1.09.  Organization; Procedure.  At every meeting of stockholders thepresiding officer shall be the President or, in the event of his or her absenceor

 

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disability, a presiding officer chosen by a majority of thestockholders present in person or by proxy. The Secretary, or in the event of his or her absence or disability, theAssistant Secretary, if any, or if there be no Assistant Secretary, in theabsence of the Secretary, an appointee of the presiding officer, shall act asSecretary of the meeting.  The order ofbusiness and all other matters of procedure at every meeting of stockholdersmay be determined by such presiding officer.

 

Section 1.10.  Consent of Stockholders in Lieu of Meeting.  To the fullest extent permitted by law,whenever the vote of stockholders at a meeting thereof is required or permittedto be taken for or in connection with any corporate action, such action may betaken without a meeting, without prior notice and without a vote ofstockholders, if a consent or consents in writing, setting forth the action sotaken, shall be signed by the holders of outstanding stock having not less thanthe minimum number of votes that would be necessary to authorize or take suchaction at a meeting at which all shares entitled to vote thereon were presentand voted (but not less than the minimum number of votes otherwise prescribedby law) and shall be delivered to the Corporation by delivery to its registeredoffice in the State of Delaware, its principal place of business, or an officeror agent of the Corporation having custody of the book in which proceedings ofmeetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand orby certified or registered mail, return receipt requested.

 

Every written consent shall bear the date of signatureof each stockholder who signs the consent and no written consent shall beeffective to take the corporate action referred to therein unless, within sixtydays of the earliest dated consent delivered in the manner required by law tothe Corporation, written consents signed by a sufficient number of holders totake action are delivered to the Corporation by delivery to its registeredoffice in the State of Delaware, its principal place of business, or an officeror agent of the Corporation having custody of the book in which proceedings ofmeetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand orby certified or registered mail, return receipt requested.

 

ARTICLE IIBOARD OF DIRECTORS

 

Section 2.01.  General Powers.  Except as may otherwise be provided by law,by the Certificate of Incorporation or by these By-Laws, the property, affairsand business of the Corporation shall be managed by or under the direction ofthe Board of Directors and the Board of Directors may exercise all the powersof the Corporation.

 

Section 2.02.  Number and Term of Office.  The number of Directors constituting theentire Board of Directors shall not be less than five and not more than eleven,which number may be modified from time to time by resolution of the Board ofDirectors, but in no event shall the number of Directors be less than one.  Each Director (whenever elected) shall holdoffice until his or her successor has been duly elected and qualified, or untilhis or her earlier death, resignation or removal.

 

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Section 2.03.  Election of Directors.  Except as otherwise provided in Sections 2.12and 2.13 of these By-Laws, the Directors shall be elected at each annualmeeting of the stockholders.  If theannual meeting for the election of Directors is not held on the date designatedtherefor, the Directors shall cause the meeting to be held as soon thereafteras convenient.  At each meeting of thestockholders for the election of Directors, provided a quorum is present, theDirectors shall be elected by a plurality of the votes validly cast in suchelection.

 

Section 2.04.  Annual and Regular Meetings.  The annual meeting of the Board of Directorsfor the purpose of electing officers and for the transaction of such otherbusiness as may come before the meeting shall be held as soon as possiblefollowing adjournment of the annual meeting of the stockholders at the place ofsuch annual meeting of the stockholders. Notice of such annual meeting of the Board of Directors need not begiven.  The Board of Directors from timeto time may by resolution provide for the holding of regular meetings and fixthe place (which may be within or without the State of Delaware) and the dateand hour of such meetings.  Notice ofregular meetings need not be given, provided, however, that if the Board ofDirectors shall fix or change the time or place of any regular meeting, noticeof such action shall be mailed promptly, or sent by telegram, radio or cable,to each Director who shall not have been present at the meeting at which suchaction was taken, addressed to him or her at his or her usual place of business,or shall be delivered to him or her personally. Notice of such action need not be given to any Director who attends thefirst regular meeting after such action is taken without protesting the lack ofnotice to him or her, prior to or at the commencement of such meeting, or toany Director who submits a signed waiver of notice, whether before or aftersuch meeting.

 

Section 2.05.  Special Meetings; Notice.  Special meetings of the Board of Directorsshall be held whenever called by the President or, in the event of his or herabsence or disability, by any Vice President, at such place (within or withoutthe State of Delaware), date and hour as may be specified in the respectivenotices or waivers of notice of such meetings. Special meetings of the Board of Directors may be called on twenty-fourhours’ notice, if notice is given to each Director personally or by telephoneor telegram, or on five days’ notice, if notice is mailed to each Director,addressed to him or her at his or her usual place of business.  Notice of any special meeting need not begiven to any Director who attends such meeting without protesting the lack ofnotice to him or her, prior to or at the commencement of such meeting, or toany Director who submits a signed waiver of notice, whether before or aftersuch meeting, and any business may be transacted thereat.

 

Section 2.06.  Quorum; Voting.  At all meetings of the Board of Directors,the presence of a majority of the total authorized number of Directors shallconstitute a quorum for the transaction of business.  Except as otherwise required by law, the voteof a majority of the Directors present at any meeting at which a quorum ispresent shall be the act of the Board of Directors.

 

Section 2.07.  Adjournment.  A majority of the Directors present, whetheror not a quorum is present, may adjourn any meeting of the Board of Directorsto another

 

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time or place.  No notice need begiven of any adjourned meeting unless the time and place of the adjournedmeeting are not announced at the time of adjournment, in which case noticeconforming to the requirements of Section 2.05 of these By-Laws shall begiven to each Director.

 

Section 2.08.  Action Without a Meeting.  Any action required or permitted to be takenat any meeting of the Board of Directors may be taken without a meeting if allmembers of the Board of Directors consent thereto in writing or by electronictransmission, and such writing or writings or electronic transmissions are filedwith the minutes of proceedings of the Board of Directors.  Such filing shall be in paper form if theminutes are maintained in paper form and shall be in electronic form if theminutes are maintained in electronic form.

 

Section 2.09.  Regulations; Manner of Acting.  To the extent consistent with applicable law,the Certificate of Incorporation and these By-Laws, the Board of Directors mayadopt such rules and regulations for the conduct of meetings of the Board ofDirectors and for the management of the property, affairs and business of theCorporation as the Board of Directors may deem appropriate.  The Directors shall act only as a Board, andthe individual Directors shall have no power as such.

 

Section 2.10.  Action by Telephonic Communications.  Members of the Board of Directors mayparticipate in a meeting of the Board of Directors 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 provision shall constitute presence in person at suchmeeting.

 

Section 2.11.  Resignations.  Any Director may resign at any time bysubmitting an electronic transmission or by delivering a written notice ofresignation, signed by such Director, to the President or the Secretary.  Unless otherwise specified therein, suchresignation shall take effect upon delivery.

 

Section 2.12.  Removal of Directors.  Any Director may be removed at any time,either for or without cause, upon the affirmative vote of the holders of amajority of the outstanding shares of stock of the Corporation entitled to votefor the election of such Director.  Anyvacancy in the Board of Directors caused by any such removal may be filled atsuch meeting by the stockholders entitled to vote for the election of theDirector so removed.  If suchstockholders do not fill such vacancy at such meeting (or in the writteninstrument effecting such removal, if such removal was effected by consentwithout a meeting), such vacancy may be filled in the manner provided in Section 2.13of these By-Laws.

 

Section 2.13.  Vacancies and Newly Created Directorships.  If any vacancies shall occur in the Board ofDirectors, by reason of death, resignation, removal or otherwise, or if theauthorized number of Directors shall be increased, the Directors then in officeshall continue to act, and such vacancies and newly created directorships maybe filled by a majority of the Directors then in office, although less than aquorum.  A Director elected to fill avacancy or a newly created directorship shall hold office until

 

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his or her successor has been elected and qualified or until his or herearlier death, resignation or removal. Any such vacancy or newly created directorship may also be filled at anytime by vote of the stockholders.

 

Section 2.14.  Compensation.  The amount, if any, which each Director shallbe entitled to receive as compensation for his or her services as such shall befixed from time to time by resolution of the Board of Directors.

 

Section 2.15.  Reliance on Accounts and Reports, etc.  A Director, or a member of any Committeedesignated by the Board of Directors shall, in the performance of his or herduties, be fully protected in relying in good faith upon the records of theCorporation and upon information, opinions, reports or statements presented tothe Corporation by any of the Corporation’s officers or employees, orCommittees designated by the Board of Directors, or by any other person as tothe matters the member reasonably believes are within such other person’sprofessional or expert competence and who has been selected with reasonablecare by or on behalf of the Corporation.

 

ARTICLE IIIEXECUTIVE COMMITTEE AND OTHER COMMITTEES

 

Section 3.01.  How Constituted.  The Board of Directors may designate one ormore Committees, including an Executive Committee, each such Committee toconsist of such number of Directors as from time to time may be fixed by theBoard of Directors.  The Board ofDirectors may designate one or more Directors as alternate members of any suchCommittee, who may replace any absent or disqualified member or members at anymeeting of such Committee.  Thereafter,members (and alternate members, if any) of each such Committee may bedesignated at the annual meeting of the Board of Directors.  Any such Committee may be abolished or re-designatedfrom time to time by the Board of Directors. Each member (and each alternate member) of any such Committee (whetherdesignated at an annual meeting of the Board of Directors or to fill a vacancyor otherwise) shall hold office until his or her successor shall have beendesignated or until he or she shall cease to be a Director, or until his or herearlier death, resignation or removal.

 

Section 3.02.  Powers.  During the intervals between the meetings ofthe Board of Directors, the Executive Committee, except as otherwise providedin this section, and subject to the provisions of the Certificate of Incorporation,shall have and may exercise all the powers and authority of the Board ofDirectors in the management of the property, affairs and business of theCorporation, including the power to declare dividends and to authorize theissuance of stock.  Each such otherCommittee, except as otherwise provided in this section, shall have and mayexercise such powers of the Board of Directors as may be provided by resolutionor resolutions of the Board of Directors. Neither the Executive Committee nor any such other Committee shall havethe power or authority of (*i*)approving or adopting, or recommending to the stockholders, any action ormatter expressly required by this chapter to be submitted to the stockholdersfor approval or (*ii*) adopting,amending or repealing any bylaw of the corporation.

 

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The ExecutiveCommittee shall have, and any such other Committee may be granted by the Boardof Directors, power to authorize the seal of the Corporation to be affixed toany or all papers which may require it.

 

Section 3.03.  Proceedings.  Each such Committee may fix its own rules ofprocedure and may meet at such place (within or without the State of Delaware),at such time and upon such notice, if any, as it shall determine from time totime.  Each such Committee shall keepminutes of its proceedings and shall report such proceedings to the Board ofDirectors at the meeting of the Board of Directors following any suchproceedings.

 

Section 3.04.  Quorum and Manner of Acting.  Except as may be otherwise provided in theresolution creating such Committee, at all meetings of any Committee thepresence of members (or alternate members) constituting a majority of the totalauthorized membership of such Committee shall constitute a quorum for thetransaction of business.  The act of themajority of the members present at any meeting at which a quorum is presentshall be the act of such Committee.  Anyaction required or permitted to be taken at any meeting of any such Committeemay be taken without a meeting, if all members of such Committee shall consentto such action in writing or by electronic transmission, and such writing orwritings or electronic transmission or transmissions are filed with the minutesof the proceedings of the Committee. Such filing shall be in paper form if the minutes are maintained inpaper form and shall be in electronic form if the minutes are maintained inelectronic form.  The members of any suchCommittee shall act only as a Committee, and the individual members of suchCommittee shall have no power as such.

 

Section 3.05.  Action by Telephonic Communications.  Members of any Committee designated by theBoard of Directors may participate in a meeting of such Committee by means ofconference telephone or similar communications equipment by means of which allpersons participating in the meeting can hear each other, and participation ina meeting pursuant to this provision shall constitute presence in person atsuch meeting.

 

Section 3.06.  Absent or Disqualified Members.  In the absence or disqualification of amember of any Committee, the member or members thereof present at any meetingand not disqualified from voting, whether or not he, she or they constitute aquorum, may unanimously appoint another member of the Board of Directors to actat the meeting in the place of any such absent or disqualified member.

 

Section 3.07.  Resignations.  Any member (and any alternate member) of anyCommittee may resign at any time by delivering a written notice of resignation,signed by such member, to the Chairman or the President.  Unless otherwise specified therein, suchresignation shall take effect upon delivery.

 

Section 3.08.  Removal.  Any member (and any alternate member) of anyCommittee may be removed from his or her position as a member (or alternatemember,

 

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as the case may be) of such Committee at any time, either for orwithout cause, by resolution adopted by a majority of the whole Board ofDirectors.

 

Section 3.09.  Vacancies.  If any vacancy shall occur in any Committee,by reason of disqualification, death, resignation, removal or otherwise, theremaining members (and any alternate members) shall continue to act, and anysuch vacancy may be filled by the Board of Directors.

 

ARTICLE IVOFFICERS

 

Section 4.01.  Number.  The officers of the Corporation shall bechosen by the Board of Directors and shall be a President, one or more VicePresidents, a Secretary and a Treasurer. The Board of Directors also may elect one or more Assistant Secretariesand Assistant Treasurers in such numbers as the Board of Directors maydetermine.  Any number of offices may beheld by the same person.  No officer needbe a Director of the Corporation.

 

Section 4.02.  Election.  Unless otherwise determined by the Board ofDirectors, the officers of the Corporation shall be elected by the Board ofDirectors at the annual meeting of the Board of Directors, and shall be electedto hold office until the next succeeding annual meeting of the Board ofDirectors.  In the event of the failureto elect officers at such annual meeting, officers may be elected at anyregular or special meeting of the Board of Directors.  Each officer shall hold office until his orher successor has been elected and qualified, or until his or her earlierdeath, resignation or removal.

 

Section 4.03.  Salaries.  The salaries of all officers and agents ofthe Corporation shall be fixed by the Board of Directors.

 

Section 4.04.  Removal and Resignation; Vacancies.  Any officer may be removed for or withoutcause at any time by the Board of Directors. Any officer may resign at any time by delivering notice of resignation,either in writing signed by such officer or by electronic transmission, to theBoard of Directors or the President. Unless otherwise specified therein, such resignation shall take effectupon delivery.  Any vacancy occurring inany office of the Corporation by death, resignation, removal or otherwise,shall be filled by the Board of Directors.

 

Section 4.05.  Authority and Duties of Officers.  The officers of the Corporation shall havesuch authority and shall exercise such powers and perform such duties as may bespecified in these By-Laws, except that in any event each officer shall exercisesuch powers and perform such duties as may be required by law.

 

Section 4.06.  The President.  The President shall preside at all meetingsof the stockholders and directors at which he or she is present, shall be thechief executive officer and the chief operating officer of the Corporation,shall have general control and supervision of the policies and operations ofthe Corporation and shall see that all orders and resolutions of the Board ofDirectors are carried into effect.  He orshe shall manage

 

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and administer the Corporation’s business and affairs and shall alsoperform all duties and exercise all powers usually pertaining to the office ofa chief executive officer and a chief operating officer of a corporation.  He or she shall have the authority to sign,in the name and on behalf of the Corporation, checks, orders, contracts,leases, notes, drafts and other documents and instruments in connection with thebusiness of the Corporation, and together with the Secretary or an AssistantSecretary, conveyances of real estate and other documents and instruments towhich the seal of the Corporation is affixed. He or she shall have the authority to cause the employment orappointment of such employees and agents of the Corporation as the conduct ofthe business of the Corporation may require, to fix their compensation, and toremove or suspend any employee or agent elected or appointed by the Presidentor the Board of Directors.  The Presidentshall perform such other duties and have such other powers as the Board ofDirectors or the Chairman may from time to time prescribe.

 

Section 4.07.  The Vice President.  Each Vice President shall perform such dutiesand exercise such powers as may be assigned to him or her from time to time bythe President.  In the absence of thePresident, the duties of the President shall be performed and his or her powersmay be exercised by such Vice President as shall be designated by thePresident, or failing such designation, such duties shall be performed and suchpowers may be exercised by each Vice President in the order of their earliestelection to that office; subject in any case to review and superseding actionby the President.

 

Section 4.08.  The Secretary.  The Secretary shall have the following powersand duties:

 

(a)  He or she shall keep or cause to be kept arecord of all the proceedings of the meetings of the stockholders and of theBoard of Directors in books provided for that purpose.

 

(b)  He or she shall cause all notices to be dulygiven in accordance with the provisions of these By-Laws and as required bylaw.

 

(c)  Whenever any Committee shall be appointedpursuant to a resolution of the Board of Directors, he or she shall furnish acopy of such resolution to the members of such Committee.

 

(d)  He or she shall be the custodian of therecords and of the seal of the Corporation and cause such seal (or a facsimilethereof) to be affixed to all certificates representing shares of theCorporation prior to the issuance thereof and to all instruments the executionof which on behalf of the Corporation under its seal shall have been dulyauthorized in accordance with these By-Laws, and when so affixed he or she mayattest the same.

 

(e)  He or she shall properly maintain and fileall books, reports, statements, certificates and all other documents andrecords required by law, the Certificate of Incorporation or these By-Laws.

 

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(f)  He or she shall have charge of the stockbooks and ledgers of the Corporation and shall cause the stock and transferbooks to be kept in such manner as to show at any time the number of shares ofstock of the Corporation of each class issued and outstanding, the names(alphabetically arranged) and the addresses of the holders of record of suchshares, the number of shares held by each holder and the date as of which eachbecame such holder of record.

 

(g)  He or she shall sign (unless the Treasurer,an Assistant Treasurer or an Assistant Secretary shall have signed)certificates representing shares of the Corporation the issuance of which shallhave been authorized by the Board of Directors.

 

(h)  He or she shall perform, in general, allduties incident to the office of secretary and such other duties as may bespecified in these By-Laws or as may be assigned to him or her from time totime by the Board of Directors, or the President.

 

Section 4.09.  The Treasurer.  The Treasurer shall be the chief financialofficer of the Corporation and shall have the following powers and duties:

 

(a)  He or she shall have charge and supervisionover and be responsible for the moneys, securities, receipts and disbursementsof the Corporation, and shall keep or cause to be kept full and accuraterecords of all receipts of the Corporation.

 

(b)  He or she shall cause the moneys and othervaluable effects of the Corporation to be deposited in the name and to thecredit of the Corporation in such banks or trust companies or with such bankersor other depositaries as shall be selected in accordance with Section 8.05of these By-Laws.

 

(c)  He or she shall cause the moneys of theCorporation to be disbursed by checks or drafts (signed as provided in Section 8.06of these By-Laws) upon the authorized depositaries of the Corporation and causeto be taken and preserved proper vouchers for all moneys disbursed.

 

(d)  He or she shall render to the Board ofDirectors or the President, whenever requested, a statement of the financialcondition of the Corporation and of all his or her transactions as Treasurer,and render a full financial report at the annual meeting of the stockholders,if called upon to do so.

 

(e)  He or she shall be empowered from time totime to require from all officers or agents of the Corporation reports orstatements giving such information as he or she may desire with respect to anyand all financial transactions of the Corporation.

 

(f)  He or she may sign (unless an AssistantTreasurer or the Secretary or an Assistant Secretary shall have signed) certificatesrepresenting stock of the

 

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Corporation the issuance of which shall have beenauthorized by the Board of Directors.

 

(g)  He or she shall perform, in general, allduties incident to the office of treasurer and such other duties as may bespecified in these By-Laws or as may be assigned to him or her from time totime by the Board of Directors, or the President.

 

Section 4.10.  Additional Officers.  The Board of Directors may appoint such otherofficers and agents as it may deem appropriate, and such other officers andagents shall hold their offices for such terms and shall exercise such powersand perform such duties as may be determined from time to time by the Board ofDirectors.  The Board of Directors fromtime to time may delegate to any officer or agent the power to appointsubordinate officers or agents and to prescribe their respective rights, termsof office, authorities and duties.  Anysuch officer or agent may remove any such subordinate officer or agentappointed by him or her, for or without cause.

 

Section 4.11.  Security.  The Board of Directors may require anyofficer, agent or employee of the Corporation to provide security for thefaithful performance of his or her duties, in such amount and of such characteras may be determined from time to time by the Board of Directors.

 

ARTICLE VCAPITAL STOCK

 

Section 5.01.  Certificates of Stock, UncertificatedShares.  The shares of theCorporation shall be represented by certificates, provided that the Board ofDirectors may provide by resolution or resolutions that some or all of any orall classes or series of the stock of the Corporation shall be uncertificatedshares.  Any such resolution shall notapply to shares represented by a certificate until each certificate issurrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board ofDirectors, every holder of stock in the Corporation represented by certificatesand upon request every holder of uncertificated shares shall be entitled tohave a certificate signed by, or in the name of the Corporation, by thePresident or a Vice President, and by the Treasurer or an Assistant Treasurer,or the Secretary or an Assistant Secretary, representing the number of sharesregistered in certificate form.  Suchcertificate shall be in such form as the Board of Directors may determine, tothe extent consistent with applicable law, the Certificate of Incorporation andthese By-Laws.

 

Section 5.02.  Signatures; Facsimile.  All signatures on the certificate referred toin Section 5.01 of these By-Laws may be in facsimile, engraved or printedform, to the extent permitted by law.  Incase any officer, transfer agent or registrar who has signed, or whosefacsimile, engraved or printed signature has been placed upon a certificateshall have ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Corporation with the same effectas if he or she were such officer, transfer agent or registrar at the date ofissue.

 

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Section 5.03.  Lost, Stolen or Destroyed Certificates.  The Board of Directors may direct that a newcertificate be issued in place of any certificate theretofore issued by theCorporation alleged to have been lost, stolen or destroyed, upon delivery tothe Board of Directors of an affidavit of the owner or owners of suchcertificate, setting forth such allegation. The Board of Directors may require the owner of such lost, stolen ordestroyed certificate, or his or her legal representative, to give theCorporation a bond sufficient to indemnify it against any claim that may bemade against it on account of the alleged loss, theft or destruction of anysuch certificate or the issuance of any such new certificate.

 

Section 5.04.  Transfer of Stock.  Upon surrender to the Corporation or thetransfer agent of the Corporation of a certificate for shares, duly endorsed oraccompanied by appropriate evidence of succession, assignment or authority totransfer, the Corporation shall issue a new certificate to the person entitledthereto, cancel the old certificate and record the transaction upon itsbooks.  Within a reasonable time afterthe transfer of uncertificated stock, the Corporation shall send to theregistered owner thereof a written notice containing the information requiredto be set forth or stated on certificates pursuant to Sections 151, 156, 202(a)or 218(a) of the General Corporation Law of the State of Delaware.  Subject to the provisions of the Certificateof Incorporation and these By-Laws, the Board of Directors may prescribe suchadditional rules and regulations as it may deem appropriate relating to theissue, transfer and registration of shares of the Corporation.

 

Section 5.05.  Record Date.  In order to determine the stockholdersentitled to notice of or to vote at any meeting of stockholders or anyadjournment thereof, the Board of Directors may fix, in advance, a record date,which record date shall not precede the date on which the resolution fixing therecord date is adopted by the Board of Directors, and which shall not be morethan sixty nor less than ten days before the date of such meeting.  A determination of stockholders of recordentitled to notice of or to vote at a meeting of stockholders shall apply toany adjournment of the meeting, provided, however, that the Board of Directorsmay fix a new record date for the adjourned meeting.

 

In order that the Corporation may determine thestockholders entitled to consent to corporate action in writing without ameeting, the Board of Directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date isadopted by the Board of Directors, and which date shall not be more than tendays after the date upon which the resolution fixing the record date is adoptedby the Board of Directors.  If no recorddate has been fixed by the Board of Directors, the record date for determiningstockholders entitled to consent to corporate action in writing without ameeting, when no prior action by the board of directors is required by law,shall be the first date on which a signed written consent setting forth theaction taken or proposed to be taken is delivered to the Corporation bydelivery to its registered office in the State of Delaware, its principal placeof business, or an officer or agent of the Corporation having custody of thebook in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registeredoffice shall be by hand or by certified or registered mail, return receiptrequested.  If no record date has

 

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been fixed by the Boardof Directors and prior action by the Board of Directors is required by law, therecord date for determining stockholders entitled to consent to corporateaction in writing without a meeting shall be at the close of business on theday on which the Board of Directors adopts the resolution taking such prioraction.

 

In order that the Corporation may determine thestockholders entitled to receive payment of any dividend or other distributionor allotment of any rights of the stockholders entitled to exercise any rightsin respect of any change, conversion or exchange of stock, or for the purposeof any other lawful action, the Board of Directors may fix a record date, whichrecord date shall not precede the date upon which the resolution fixing therecord date is adopted, and which record date shall be not more than sixty daysprior to such action.  If no record dateis fixed, the record date for determining stockholders for any such purposeshall be at the close of business on the day on which the Board of Directorsadopts the resolution relating thereto.

 

Section 5.06.  Registered Stockholders.  Prior to due surrender of a certificate forregistration of transfer, the Corporation may treat the registered owner as theperson exclusively entitled to receive dividends and other distributions, tovote, to receive notice and otherwise to exercise all the rights and powers ofthe owner of the shares represented by such certificate, and the Corporationshall not be bound to recognize any equitable or legal claim to or interest insuch shares on the part of any other person, whether or not the Corporationshall have notice of such claim or interests. Whenever any transfer of shares shall be made for collateral security,and not absolutely, it shall be so expressed in the entry of the transfer if,when the certificates are presented to the Corporation for transfer oruncertificated shares are requested to be transferred, both the transferor andtransferee request the Corporation to do so.

 

Section 5.07.  Transfer Agent and Registrar.  The Board of Directors may appoint one ormore transfer agents and one or more registrars, and may require allcertificates representing shares to bear the signature of any such transferagents or registrars.

 

ARTICLE VIINDEMNIFICATION

 

Section 6.01.  Nature of Indemnity.  The Corporation shall indemnify any personwho was or is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative, by reason of the fact that he or she is or wasor has agreed to become a director or officer of the Corporation, or is or wasserving or has agreed to serve at the request of the Corporation as a directoror officer, of another corporation, partnership, joint venture, trust or otherenterprise, or by reason of any action alleged to have been taken or omitted insuch capacity, and may indemnify any person who was or is a party or isthreatened to be made a party to such an action, suit or proceeding by reasonof the fact that he or she is or was or has agreed to become an employee oragent of the Corporation, or is or was serving or has agreed to serve at therequest of the Corporation as an

 

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employee or agent of another corporation, partnership, joint venture,trust or other enterprise, against expenses (including attorneys’ fees),judgments, fines and amounts paid in settlement actually and reasonablyincurred by him or her or on his or her behalf in connection with such action,suit or proceeding and any appeal therefrom, if he or she acted in good faithand in a manner he or she 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 or her conduct was unlawful;except that in the case of an action or suit by or in the right of theCorporation to procure a judgment in its favor (1) suchindemnification shall be limited to expenses (including attorneys’ fees) actuallyand reasonably incurred by such person in the defense or settlement of suchaction or suit, and (2) no indemnification shall be made in respectof any claim, issue or matter as to which such person shall have been adjudgedto be liable to the Corporation unless and only to the extent that the DelawareCourt of Chancery or the court in which such action or suit was brought shalldetermine upon application that, despite the adjudication of liability but inview of all the circumstances of the case, such person is fairly and reasonablyentitled to indemnity for such expenses which the Delaware Court of Chancery orsuch other court shall deem proper. Notwithstanding the foregoing, but subject to Section 6.05 of theseBy-Laws, the Corporation shall not be obligated to indemnify a director orofficer of the Corporation in respect of a Proceeding (or part thereof)instituted by such director or officer, unless such Proceeding (or partthereof) has been authorized by the Board of Directors.

 

The termination of any action, suit or proceeding byjudgment, order, settlement, conviction, or upon a plea of nolocontendereor its equivalent, shall not, of itself, create a presumption that the persondid not act in good faith and in a manner which he or she reasonably believedto be in or not opposed to the best interests of the Corporation, and, withrespect to any criminal action or proceeding, had reasonable cause to believethat his or her conduct was unlawful.

 

Section 6.02.  Successful Defense.  To the extent that a present or formerdirector, officer, employee or agent of the Corporation has been successful onthe merits or otherwise in defense of any action, suit or proceeding referredto in Section 6.01 of these By-Laws or in defense of any claim, issue ormatter therein, he or she shall be indemnified against expenses (includingattorneys’ fees) actually and reasonably incurred by him or her in connectiontherewith.

 

Section 6.03.  Determination That Indemnification IsProper.  Any indemnification of apresent or former director or officer of the Corporation under Section 6.01of these By-Laws (unless ordered by a court) shall be made by the Corporationonly upon a determination that indemnification of such person is proper in thecircumstances because such person has met the applicable standard of conductset forth in Section 6.01 of these By-Laws.  Any indemnification of a present or formeremployee or agent of the Corporation under Section 6.01 of these By-Laws(unless ordered by a court) may be made by the Corporation upon a determinationthat indemnification of the employee or agent is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in Section 6.01of these By-Laws.  Any such determinationshall be made, with respect to a person who is a director or

 

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officer at the time of such determination (1) by a majorityvote of the Directors who are not parties to such action, suit or proceeding,even though less than a quorum, or (2) by a committee of suchdirectors designated by majority vote of such directors, even though less thana quorum, or (3) if there are no such directors, or if such directors sodirect, by independent legal counsel in a written opinion, or (4) bythe stockholders.

 

Section 6.04.  Advance Payment of Expenses.  Expenses (including attorneys’ fees) incurredby a present director or officer in defending any civil, criminal,administrative or investigative action, suit or proceeding shall be paid by theCorporation in advance of the final disposition of such action, suit orproceeding upon receipt of an undertaking by or on behalf of the director orofficer to repay such amount if it shall ultimately be determined that he orshe is not entitled to be indemnified by the Corporation as authorized in thisArticle.  Such expenses (includingattorneys’ fees) incurred by former directors and officers or other employeesand agents may be so paid upon such terms and conditions, if any, as theCorporation deems appropriate.  TheCorporation or, in respect of a present director or officer, the Board ofDirectors may authorize the Corporation’s counsel to represent such present orformer director, officer, employee or agent in any action, suit or proceeding,whether or not the Corporation is a party to such action, suit or proceeding.

 

Section 6.05.  Procedure for Indemnification of Directorsand Officers.  Any indemnification ofa director, officer, employee or agent of the Corporation under Sections 6.01and 6.02 of these By-Laws, or advance of costs, charges and expenses to suchperson under Section 6.04 of these By-Laws, shall be made promptly, and inany event within thirty days, upon the written request of such person.  If a determination by the Corporation thatsuch person is entitled to indemnification pursuant to this Article isrequired, and the Corporation fails to respond within sixty days to a writtenrequest for indemnity, the Corporation shall be deemed to have approved suchrequest.  If the Corporation denies awritten request for indemnity or advancement of expenses, in whole or in part,or if payment in full pursuant to such request is not made within thirty days,the right to indemnification or advances as granted by this Article shallbe enforceable by such person in any court of competent jurisdiction.  Such person’s costs and expenses incurred inconnection with successfully establishing his or her right to indemnification,in whole or in part, in any such action shall also be indemnified by theCorporation.  It shall be a defense toany such action (other than an action brought to enforce a claim for theadvance of costs, charges and expenses under Section 6.04 of these By-Lawswhere the required undertaking, if any, has been received by or tendered to theCorporation) that the claimant has not met the standard of conduct set forth inSection 6.01 of these By-Laws, but the burden of proving such defenseshall be on the Corporation.  Neither thefailure of the Corporation (including its Board of Directors or any committeethereof, its independent legal counsel, and its stockholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is proper in the circumstances because he or she has met theapplicable standard of conduct set forth in Section 6.01 of these By-Laws,nor the fact that there has been an actual determination by the Corporation(including its Board of Directors or any committee thereof, its independentlegal counsel, and its stockholders) that the claimant has not met such

 

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applicable standard of conduct, shall be a defense to the action orcreate a presumption that the claimant has not met the applicable standard ofconduct.

 

Section 6.06.  Survival; Preservation of Other Rights.  The foregoing indemnification provisionsshall be deemed to be a contract between the Corporation and each director,officer, employee and agent who serves in any such capacity at any time whilethese provisions as well as the relevant provisions of the Delaware CorporationLaw are in effect and any repeal or modification thereof shall not affect anyright or obligation then existing with respect to any state of facts then orpreviously existing or any action, suit or proceeding previously or thereafterbrought or threatened based in whole or in part upon any such state offacts.  Such a “contract right” may notbe modified retroactively without the consent of such director, officer,employee or agent.

 

The indemnification provided by this Article VIshall not be deemed exclusive of any other rights to which those indemnifiedmay be entitled under any by-law, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in his or her officialcapacity and as to action in another capacity while holding such office, andshall continue as to a person who has ceased to be a director, officer,employee or agent and shall inure to the benefit of the heirs, executors andadministrators of such a person.

 

Section 6.07.  Insurance.  The Corporation may purchase and maintaininsurance on behalf of any person who is or was or has agreed to become adirector or officer of the Corporation, or is or was serving at the request ofthe Corporation as a director or officer of another corporation, partnership,joint venture, trust or other enterprise against any liability asserted againsthim or her and incurred by him or her or on his or her behalf in any suchcapacity, or arising out of his or her status as such, whether or not theCorporation would have the power to indemnify him or her against such liabilityunder the provisions of this Article, provided that such insurance isavailable on acceptable terms, which determination shall be made by a vote of amajority of the entire Board of Directors.

 

Section 6.08.  Severability.  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 or officer and mayindemnify each employee or agent of the Corporation as to costs, charges andexpenses (including attorneys’ fees), judgments, fines and amounts paid insettlement with respect to any action, suit or proceeding, whether civil,criminal, administrative or investigative, including an action by or in theright of the Corporation, to the fullest extent permitted by any applicableportion of this Article that shall not have been invalidated and to thefullest extent permitted by applicable law.

 

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ARTICLE VIIOFFICES

 

Section 7.01.  Registered Office.  The registered office of the Corporation inthe State of Delaware shall be located at 1209 Orange Street in the City ofWilmington, County of New Castle.

 

Section 7.02.  Other Offices.  The Corporation may maintain offices orplaces of business at such other locations within or without the State ofDelaware as the Board of Directors may from time to time determine or as thebusiness of the Corporation may require.

 

ARTICLE VIIIGENERAL PROVISIONS

 

Section 8.01.  Dividends.  Subject to any applicable provisions of lawand the Certificate of Incorporation, dividends upon the shares of theCorporation may be declared by the Board of Directors at any regular or specialmeeting of the Board of Directors and any such dividend may be paid in cash,property, or shares of the Corporation’s Capital Stock.

 

A member of the Board of Directors, or a member of anyCommittee designated by the Board of Directors shall be fully protected inrelying in good faith upon the records of the Corporation and upon suchinformation, opinions, reports or statements presented to the Corporation byany of its officers or employees, or Committees of the Board of Directors, orby any other person as to matters the Director reasonably believes are withinsuch other person’s professional or expert competence and who has been selectedwith reasonable care by or on behalf of the Corporation, as to the value andamount of the assets, liabilities and/or net profits of the Corporation, or anyother facts pertinent to the existence and amount of surplus or other fundsfrom which dividends might properly be declared and paid.

 

Section 8.02.  Reserves.  There may be set aside out of any funds ofthe Corporation available for dividends such sum or sums as the Board ofDirectors from time to time, in its absolute discretion, thinks proper as areserve or reserves to meet contingencies, or for equalizing dividends, or forrepairing or maintaining any property of the Corporation or for such otherpurpose as the Board of Directors shall think conducive to the interest of theCorporation, and the Board of Directors may similarly modify or abolish anysuch reserve.

 

Section 8.03.  Execution of Instruments.  The President, any Vice President, theSecretary or the Treasurer may enter into any contract or execute and deliverany instrument in the name and on behalf of the Corporation.  The Board of Directors or the President mayauthorize any other officer or agent to enter into any contract or execute anddeliver any instrument in the name and on behalf of the

 

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Corporation.  Any suchauthorization must be in writing or by electronic transmission and may begeneral or limited to specific contracts or instruments.

 

Section 8.04.  Corporate Indebtedness.  No loan shall be contracted on behalf of theCorporation, and no evidence of indebtedness shall be issued in its name,unless authorized by the Board of Directors or the President.  Such authorization may be general or confinedto specific instances.  Loans soauthorized may be effected at any time for the Corporation from any bank, trustcompany or other institution, or from any firm, corporation or individual.  All bonds, debentures, notes and otherobligations or evidences of indebtedness of the Corporation issued for suchloans shall be made, executed and delivered as the Board of Directors or thePresident shall authorize.  When soauthorized by the Board of Directors or the President, any part of or all theproperties, including contract rights, assets, business or good will of theCorporation, whether then owned or thereafter acquired, may be mortgaged,pledged, hypothecated or conveyed or assigned in trust as security for thepayment of such bonds, debentures, notes and other obligations or evidences ofindebtedness of the Corporation, and of the interest thereon, by instrumentsexecuted and delivered in the name of the Corporation.

 

Section 8.05.  Deposits.  Any funds of the Corporation may be depositedfrom time to time in such banks, trust companies or other depositaries as maybe determined by the Board of Directors or the President, or by such officersor agents as may be authorized by the Board of Directors or the President tomake such determination.

 

Section 8.06.  Checks.  All checks or demands for money and notes ofthe Corporation shall be signed by such officer or officers or such agent oragents of the Corporation, and in such manner, as the Board of Directors or thePresident from time to time may determine.

 

Section 8.07.  Sale, Transfer, etc. of Securities.  To the extent authorized by the Board ofDirectors or by the President, any Vice President, the Secretary or theTreasurer or any other officers designated by the Board of Directors or thePresident may sell, transfer, endorse, and assign any shares of stock, bonds orother securities owned by or held in the name of the Corporation, and may make,execute and deliver in the name of the Corporation, under its corporate seal,any instruments that may be appropriate to effect any such sale, transfer,endorsement or assignment.

 

Section 8.08.  Voting as Stockholder.  Unless otherwise determined by resolution ofthe Board of Directors, the President or any Vice President shall have fullpower and authority on behalf of the Corporation to attend any meeting ofstockholders of any corporation in which the Corporation may hold stock, and toact, vote (or execute proxies to vote) and exercise in person or by proxy allother rights, powers and privileges incident to the ownership of suchstock.  Such officers acting on behalf ofthe Corporation shall have full power and authority to execute any instrumentexpressing consent to or dissent from any action of any such corporationwithout a meeting.  The Board ofDirectors may by resolution from time to time confer such power and authorityupon any other person or persons.

 

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Section 8.09.  Fiscal Year.  The fiscal year of the Corporation shallcommence on the first day of January of each year (except for theCorporation’s first fiscal year which shall commence on the date ofincorporation) and shall terminate in each case on December 31.

 

Section 8.10. Seal.  The seal of the Corporation shall be circularin form and shall contain the name of the Corporation, the year of itsincorporation and the words “Corporate Seal” and “Delaware”.  The form of such seal shall be subject toalteration by the Board of Directors. The seal may be used by causing it or a facsimile thereof to beimpressed, affixed or reproduced, or may be used in any other lawful manner.

 

Section 8.11.  Books and Records; Inspection.  Except to the extent otherwise required bylaw, the books and records of the Corporation shall be kept at such place orplaces within or without the State of Delaware as may be determined from timeto time by the Board of Directors.

 

ARTICLE IXAMENDMENT OF BY-LAWS

 

Section 9.01.  Amendment.  Subject to the provisions of the Certificateof Incorporation, these By-Laws may be amended, altered or repealed

 

(a)  by resolution adopted by a majority of theBoard of Directors at any special or regular meeting of the Board if, in thecase of such special meeting only, notice of such amendment, alteration orrepeal is contained in the notice or waiver of notice of such meeting; or

 

(b)  at any regular or specialmeeting of the stockholders if, in the case of such special meeting only,notice of such amendment, alteration or repeal is contained in the notice orwaiver of notice of such meeting.

 

ARTICLE XCONSTRUCTION

 

Section 10.01.  Construction.  In the event of any conflict betweenthe provisions of these By-Laws as in effect from time to time and theprovisions of the Certificate of Incorporation of the Corporation as in effectfrom time to time, the provisions of such Certificate of Incorporation shall becontrolling.

 

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VWR INTERNATIONAL, INC.

 

 

AMENDED AND RESTATED BY-LAWS

 

 

As Adopted on April 7,2004

 

 

 

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Table of Contents

 
| **Section**        | ** **                                 | ** ** | ** ** |
|--------------------|--------------------------------------------|------------|------------|
| ** **         | ** **                                 | ** ** |
| ARTICLE I     | STOCKHOLDERS                               |       |
|               |                                       |       |
| Section 1.01. | Annual Meetings                            |       |
| Section 1.02. | Special Meetings                           |       |
| Section 1.03. | Notice of Meetings; Waiver                 |       |
| Section 1.04. | Quorum                                     |       |
| Section 1.05. | Voting                                     |       |
| Section 1.06. | Voting by Ballot                           |       |
| Section 1.07. | Adjournment                                |       |
| Section 1.08. | Proxies                                    |       |
| Section 1.09. | Organization; Procedure                    |       |
| Section 1.10. | Consent of Stockholders in Lieu of Meeting |       |
|               |                                       |       |
| ARTICLE II    | BOARD  OF DIRECTORS                        |       |
|               |                                       |       |
| Section 2.01. | General Powers                             |       |
| Section 2.02. | Number and Term of Office                  |       |
| Section 2.03. | Election of Directors                      |       |
| Section 2.04. | Annual and Regular Meetings                |       |
| Section 2.05. | Special Meetings; Notice                   |       |
| Section 2.06. | Quorum; Voting                             |       |
| Section 2.07. | Adjournment                                |       |
| Section 2.08. | Action Without a Meeting                   |       |
| Section 2.09. | Regulations; Manner of Acting              |       |
| Section 2.10. | Action by Telephonic Communications        |       |
| Section 2.11. | Resignations                               |       |
| Section 2.12. | Removal of Directors                       |       |
| Section 2.13. | Vacancies and Newly Created Directorships  |       |
| Section 2.14. | Compensation                               |       |
| Section 2.15. | Reliance on Accounts and Reports, etc      |       |
|               |                                       |       |
| ARTICLE III   | EXECUTIVE  COMMITTEE AND OTHER COMMITTEES  |       |
|               |                                       |       |
| Section 3.01. | How Constituted                            |       |
| Section 3.02. | Powers                                     |       |
| Section 3.03. | Proceedings                                |       |
| Section 3.04. | Quorum and Manner of Acting                |       |
| Section 3.05. | Action by Telephonic Communications        |       |
| Section 3.06. | Absent or Disqualified Members             |       |
| Section 3.07. | Resignations                               |       |
| Section 3.08. | Removal                                    |       |
| Section 3.09. | Vacancies                                  |       |

 

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| ARTICLE IV    | OFFICERS                                                 |   |
|--------------------|----------------------------------------------------------|--------|
|               |                                                     |   |
| Section 4.01. | Number                                                   |   |
| Section 4.02. | Election                                                 |   |
| Section 4.03. | Salaries                                                 |   |
| Section 4.04. | Removal and Resignation; Vacancies                       |   |
| Section 4.05. | Authority and Duties of Officers                         |   |
| Section 4.06. | The President                                            |   |
| Section 4.07. | The Vice President                                       |   |
| Section 4.08. | The Secretary                                            |   |
| Section 4.09. | The Treasurer                                            |   |
| Section 4.10. | Additional Officers                                      |   |
| Section 4.11. | Security                                                 |   |
|               |                                                     |   |
| ARTICLE V     | CAPITAL  STOCK                                           |   |
|               |                                                     |   |
| Section 5.01. | Certificates of Stock, Uncertificated  Shares            |   |
| Section 5.02. | Signatures; Facsimile                                    |   |
| Section 5.03. | Lost, Stolen or Destroyed Certificates                   |   |
| Section 5.04. | Transfer of Stock                                        |   |
| Section 5.05. | Record Date                                              |   |
| Section 5.06. | Registered Stockholders                                  |   |
| Section 5.07. | Transfer Agent and Registrar                             |   |
|               |                                                     |   |
| ARTICLE VI    | INDEMNIFICATION                                          |   |
|               |                                                     |   |
| Section 6.01. | Nature of Indemnity                                      |   |
| Section 6.02. | Successful Defense                                       |   |
| Section 6.03. | Determination That Indemnification Is  Proper            |   |
| Section 6.04. | Advance Payment of Expenses                              |   |
| Section 6.05. | Procedure for Indemnification of Directors  and Officers |   |
| Section 6.06. | Survival; Preservation of Other Rights                   |   |
| Section 6.07. | Insurance                                                |   |
| Section 6.08. | Severability                                             |   |
|               |                                                     |   |
| ARTICLE VII   | OFFICES                                                  |   |
|               |                                                     |   |
| Section 7.01. | Registered  Office                                       |   |
| Section 7.02. | Other Offices                                            |   |
|               |                                                     |   |
| ARTICLE VIII  | GENERAL  PROVISIONS                                      |   |
|               |                                                     |   |
| Section 8.01. | Dividends                                                |   |
| Section 8.02. | Reserves                                                 |   |
| Section 8.03. | Execution of Instruments                                 |   |
| Section 8.04. | Corporate Indebtedness                                   |   |

 

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| Section 8.05.  | Deposits                           |   |
|---------------------|------------------------------------|--------|
| Section 8.06.  | Checks                             |   |
| Section 8.07.  | Sale, Transfer, etc. of Securities |   |
| Section 8.08.  | Voting as Stockholder              |   |
| Section 8.09.  | Fiscal Year                        |   |
| Section 8.10.  | Seal                               |   |
| Section 8.11.  | Books and Records; Inspection      |   |
|                |                               |   |
| ARTICLE IX     | AMENDMENT  OF BY-LAWS              |   |
|                |                               |   |
| Section 9.01.  | Amendment                          |   |
|                |                               |   |
| ARTICLE X      | CONSTRUCTION                       |   |
|                |                               |   |
| Section 10.01. | Construction                       |   |

 

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