**Exhibit 3.2**

MEAD JOHNSON NUTRITION COMPANY 

AMENDED AND RESTATED BY-LAWS 

ARTICLE I 

Offices 

SECTION 1. Registered Office. The registered office of Mead Johnson Nutrition Company (hereinafter called the “Corporation”) inthe State of Delaware shall be in the City of Wilmington, County of New Castle, or such other office or agent as the Board of Directors of the Corporation (the “Board”) shall from time to time select. 

SECTION 2. Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as mayotherwise be required by law, at such other place or places, either within or without the State of Delaware, as the Board may from time to time determine or the business of the Corporation may require. 

ARTICLE II 

Meetings of Stockholders 

SECTION 1. Place of Meeting. The meetings of the stockholders shall be held at such time and place, either within or without theState of Delaware, as shall from time to time be fixed by the Board. The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized bySection 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”) (or any successor provision thereto). Any previously scheduled meeting of the stockholders may be postponed by action of the Board takenprior to the time previously scheduled for such annual meeting of stockholders. 

SECTION 2. Annual Meetings. The annual meeting ofthe stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such hour as shall from time to time be fixed by the Board. 

SECTION 3. Special Meetings. Except as otherwise required by law or by the Amended and Restated Certificate of Incorporation of the Corporation(the “Certificate”) and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders for any purpose or purposes may be called by a majority of the Whole Board. The term “WholeBoard” shall mean the total number of authorized directors, whether or not there exist any vacancies or unfilled previously authorized directorships. 

SECTION 4. Notice of Meetings. Except as otherwise provided by law or by the Certificate, noticeof each meeting of the stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to notice of the meeting. If mailed, such notice shallbe deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Each such notice shall state the place, if any, date and hourof the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meetingis called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy without protesting, prior to or at the commencement of the meeting, the lack of proper noticeto such stockholder, or who shall waive notice thereof as provided in Article VII of these By-laws. Notice of adjournment of a meeting of stockholders need not be given if the time, place, if any, and the means of remote communications, if any,by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, to which it is adjourned are announced at such meeting, unless the adjournment is for more than 30 days or, after adjournment, anew record date is fixed for the adjourned meeting. 

SECTION 5. Quorum. Except as otherwise provided by law or by the Certificate,the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote generally, present in person or by proxy, shall constitute a quorum at any meeting of the stockholders; provided, however, that in the caseof any vote to be taken by classes or series, the holders of a majority of the votes entitled to be cast by the stockholders of a particular class or series, present in person or by proxy, shall constitute a quorum of such class. 

SECTION 6. Adjournments. The chairman of the meeting or the holders of a majority of the votes entitled to be cast by the stockholders who arepresent in person or by proxy may adjourn the meeting from time to time whether or not a quorum is present. In the event that a quorum does not exist with respect to any vote to be taken by a particular class or series, the chairman of the meetingor the holders of a majority of the votes entitled to be cast by the stockholders of such class or series who are present in person or by proxy may adjourn the meeting with respect to the vote(s) to be taken by such class or series. At any suchadjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called. 

SECTION 7. Order of Business. At any annual meeting of stockholders, only such business shall be conducted as shall have been brought before the annual meeting (i) by or at the direction of the chairman ofthe meeting, or (ii) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof) or (iii) by any stockholder who is a holder of record at the time ofthe giving of the notice provided for in this Section 7, who is entitled to vote on such business at the meeting and who complies with the procedures set forth in this Section 7. 

 

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At each meeting of the stockholders, the Chairman of the Board or, in the absence of the Chairman of theBoard, the President or, in the absence of the Chairman of the Board and the President, such person as shall be selected by the Board shall act as chairman of the meeting. The order of business at each such meeting shall be as determined by thechairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting,including the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for thecommencement thereof, and the opening and closing of the voting polls. 

For business (other than nominations for the election of directors,which are governed by Section 3 of Article III of these By-laws) to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation(the “Secretary”). To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 120 days nor more than 150 days prior to thefirst anniversary of the date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversarydate, notice by the stockholder to be timely must be so delivered or received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting orthe 10th day following the day on which public announcement of the date of such meeting is first made. To be in proper written form, a stockholder’s notice to the Secretary shall set forth in writing as to each business the stockholderproposes to bring before the annual meeting: (i) a brief description of such business and the reasons for conducting such business at the annual meeting and, in the event that such business includes a proposal to amend the By-laws, thelanguage of the proposed amendment; (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business; (iii) the class and number of shares of the Corporation which are beneficially ownedby the stockholder; (iv) any material interest of the stockholder in such business; and (v) if the stockholder intends to solicit proxies in support of such stockholder’s proposal, a representation to that effect. If, after thestockholder has delivered the notice under this Section 7, any information required to be contained in such notice as described above changes prior to the date of the relevant meeting, such notice shall be deemed to be not in compliance withthis Section 7 and not effective unless such stockholder, as promptly as practicable following the event causing such change in information, delivers to the Secretary an updated notice containing such change. If a stockholder who otherwise hasgiven proper notice of a proposal does not appear or send a qualified representative to present such proposal at such annual meeting or is no longer a holder of record on the date of such meeting, the Corporation need not present such proposal for avote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation. Notwithstanding anything in the By-laws to the contrary, no business shall be conducted at any annual meeting except in accordancewith the procedures set forth in this Section 7. The chairman of an annual meeting may refuse to permit any business to be brought before an annual meeting which fails to comply with the foregoing procedures or, in the case of a stockholderproposal, if the 

 

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stockholder solicits proxies in support of such stockholder’s proposal without having made the representation required by clause (v) of the fourthpreceding sentence. The term public announcement shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Reuters Information Service or any similar or successor news wire service or (ii) in a communicationdistributed generally to stockholders and in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 or any successorprovisions thereto. 

SECTION 8. List of Stockholders. It shall be the duty of the Secretary or other officer who has charge of thestock ledger to prepare and make, at least 10 days before each meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the numberof shares registered in such stockholder’s name. Such list shall be produced and kept available at the times and places required by law. 

SECTION 9. Voting. Except as otherwise provided by law or by the Certificate, each stockholder of record of any series of Preferred Stock shall be entitled at each meeting of stockholders to such number of votes, if any, for eachshare of such stock, as may be fixed in the Certificate or in the resolution or resolutions adopted by the Board providing for the issuance of such stock, and each stockholder of record of common stock shall be entitled at each meeting ofstockholders to such number of votes, if any, for each share of such stock, as may be fixed in the Certificate, in each case, if registered in such stockholder’s name on the books of the Corporation: 

(1) on the date fixed pursuant to Section 6 of Article VI of these By-laws as the record date for the determination ofstockholders entitled to notice of and to vote at such meeting; or 

(2) if no such record date shall have been so fixed,then at the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. 

Each stockholder entitled to vote at any meeting of stockholders may authorize not in excess of three persons to act for such stockholder by proxy. Anysuch proxy shall be delivered to the secretary of such meeting at or prior to the time designated for holding such meeting, but in any event not later than the time designated in the order of business for so delivering such proxies. No such proxyshall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. 

At each meeting of thestockholders, all corporate actions to be taken by vote of the stockholders (except as otherwise required by law and except as otherwise provided for or fixed by or pursuant to the Certificate or these By-laws) shall be authorized by a majority ofthe votes cast, entitled to vote thereon, by stockholders who are present in person or represented by proxy, and where a separate vote by class or series is required, a majority of the votes cast by the stockholders of such class or series who arepresent in person or represented by proxy shall be the act of such class or series. 

 

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Unless required by law or determined by the chairman of the meeting to be advisable, the vote on anymatter, including the election of directors, need not be by written ballot. 

SECTION 10. Consent of Stockholders in Lieu of Meeting.Stockholders may act by written consent solely to the extent provided in the Certificate. 

SECTION 11. Inspectors. The Board shall,in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting of stockholders and make a written report thereof. Such inspectors shall perform such duties as shall be required by law or specified by the chairman ofthe meeting. Inspectors need not be stockholders. No director or nominee for the office of director shall be appointed such inspector. 

ARTICLE III 

Board of Directors 

SECTION 1. Notification of Nominations. Subject to the rights of the holders of any series of Preferred Stock, nominations for the election of directors may be made by the Board or by any stockholder who is astockholder of record at the time of giving of the notice of nomination provided for in this Section 3 and who is entitled to vote for the election of directors. However, nominations for the election of directors made by any stockholder ofrecord entitled to vote for the election of directors at a meeting shall be valid and effective only if timely written notice of such stockholder’s intent to make such nomination is given, either by personal delivery or by United States mail,postage prepaid, to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation with respect to an election to be held at an annual meeting ofstockholders, not less than 120 nor more than 150 days prior to the first anniversary of the date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than30 days earlier or more than 60 days later than such anniversary date, notice by the stockholder to be timely must be so delivered or received not earlier than the 120th day prior to such annual meeting and not later than the close ofbusiness on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Each such notice shall set forth: (a) the name andaddress of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intendsto appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (namingsuch person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxystatement filed pursuant to the 

 

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proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board; (e) the consent ofeach nominee to serve as a director of the Corporation if so elected; (f) if the stockholder intends to solicit proxies in support of such stockholder’s nominee(s), a representation to that effect; and (g) with respect to each nomineefor election or re-election to the Board, the completed and signed questionnaire required by this Section 3. 

If, after thestockholder has delivered the notice of nominations under this Section 3, any information required to be contained in such notice as described above changes prior to the date of the relevant meeting, such notice shall be deemed to be not incompliance with this Section 3 and not effective unless such stockholder, as promptly as practicable following the event causing such change in information, delivers to the Secretary an updated notice containing such change. The chairman of themeeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure or if the stockholder solicits proxies in favor of such stockholder’s nominee(s) without having made the representation requiredby the notice under this Section 3. Only such persons who are nominated in accordance with the procedures set forth in this Section 3 shall be eligible for election and to serve as directors of the Corporation. 

To be eligible to be a nominee for election or re-election as a director of the Corporation, a person must deliver (in accordance with the time periodsprescribed for delivery of notice under this Section 3) to the Secretary a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination isbeing made (which questionnaire shall be provided by the Secretary upon written request). 

SECTION 2. Quorum and Manner of Acting.Except as otherwise provided by law, the Certificate or these By-laws, a majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the Board, and, except as so provided, the vote of a majority of thedirectors present at any meeting at which a quorum is present shall be the act of the Board. The chairman of the meeting or a majority of the directors present may adjourn the meeting to another time and place whether or not a quorum is present. Atany adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. 

SECTION 3. Place of Meeting. Subject to Sections 6 and 7 of this Article III, the Board may hold its meetings at such place or places within or without the State of Delaware as the Board may from time totime determine or as shall be specified or fixed in the respective notices or waivers of notice thereof. 

SECTION 4. SpecialMeetings. Special meetings of the Board shall be held whenever called by the Chairman of the Board, the President or by a majority of the Whole Board, and shall be held at such place, on such date and at such time as he or they, as applicable,shall fix. 

 

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SECTION 5. Notice of Meetings. Notice of regular meetings of the Board or of any adjourned meetingthereof need not be given. Notice of each special meeting of the Board shall be given by overnight delivery service or mailed to each director, in either case addressed to such director at such director’s residence or usual place of business,at least two days before the day on which the meeting is to be held or shall be sent to such director at such place by telecopy or by electronic transmission or be given personally or by telephone, not later than the day before the meeting is to beheld, but notice need not be given to any director who shall, either before or after the meeting, submit a signed waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to suchdirector. Every such notice shall state the time and place but need not state the purpose of the meeting. 

SECTION 6. Rules andRegulations. The Board may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate or these By-laws for the conduct of its meetings and management of the affairs of the Corporation as the Board may deemproper. 

SECTION 7. Participation in Meeting by Means of Communications Equipment. Any one or more members of the Board or anycommittee thereof may participate in any meeting of the Board or of any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or asotherwise permitted by law, and such participation in a meeting shall constitute presence in person at such meeting. 

SECTION 8. ActionWithout Meeting. Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all of the members of the Board or of any such committee, as the case may be, consent thereto inwriting, by electronic transmission or transmissions, or as otherwise permitted by law and, if required by law, the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or of suchcommittee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 

SECTION 9. Resignations. Any director of the Corporation may resign at any time by giving written notice to the Board, the Chairman of the Board,the President or the Secretary. Such resignation shall take effect at the time specified therein or, if the time be not specified therein, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not benecessary to make it effective. 

SECTION 10. Compensation. Each director, in consideration of such person serving as a director,shall be entitled to receive from the Corporation such amount per annum and such fees (payable in cash or stock) for attendance at meetings of the Board or of committees of the Board, or both, as the Board shall from time to time determine. Inaddition, each director shall be entitled to receive from the Corporation reimbursement for the reasonable expenses incurred by such person in connection with the performance 

 

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of such person’s duties as a director. Nothing contained in this Section 13 shall preclude any director from serving the Corporation or any of itssubsidiaries in any other capacity and receiving proper compensation therefor. 

SECTION 11. Establishment of Committees of the Board ofDirectors. The Board may from time to time by resolution create committees of director, officers, employees or other persons, with such functions, duties and powers as the Board shall by resolution prescribe. A majority of all the members of anysuch committee may determine its actions and rules or procedure, and fix the time, place and manner of its meetings, unless the Board shall otherwise provide. The Board shall have power to change the members of any such committee at any time, tofill vacancies, and to discharge any such committee, either with or without cause, at any time. 

ARTICLE IV 

Officers 

SECTION 1. Number; Termof Office; Salary. The officers of the Corporation shall be elected by the Board and shall consist of: a Chairman of the Board, a President and one or more Vice Presidents (including Assistant, Executive and Senior Vice Presidents) and aTreasurer, Secretary and Controller and such other officers or agents with such titles and such duties as the Board may from time to time determine, each to have such authority, functions or duties as in these By-laws provided or as the Board mayfrom time to time determine, and each to hold office for such term as may be prescribed by the Board and until such person’s successor shall have been chosen and qualified, or until such person’s death or resignation, or until suchperson’s removal in the manner hereinafter provided. One person may hold the offices and perform the duties of any two or more of said officers. The Board may require any officer or agent to give security for the faithful performance of suchperson’s duties. The salaries of the officers of the Corporation shall be fixed from time to time in the manner prescribed by the Board. 

SECTION 2. Removal. Any officer may be removed, either with or without cause, by the Board at any meeting thereof called for such purpose or, except for the Chairman of the Board, by any superior officer upon whom such power may beconferred by the Board. 

SECTION 3. Resignation. Any officer may resign at any time by giving notice to the Board, the President orthe Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make iteffective. 

SECTION 4. Chairman of the Board. The Chairman of the Board shall be an officer of the Corporation, subject to thecontrol of the Board, and shall report directly to the Board. The Chairman of the Board shall have supervisory responsibility over, 

 

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operating and discharging responsibilities as shall be determined by the Board with the assistance of the officers of the Corporation reporting directly tothe Chairman of the Board. 

SECTION 5. President. The President shall have general supervision and direction of the business andaffairs of the Corporation, subject to the control of the Board, and shall report directly to the Board. The President shall, if present and in the absence of the Chairman of the Board, preside at meetings of the stockholders and of the Board.

SECTION 6. Vice-Presidents. Any Vice-President shall have such powers and duties as shall be prescribed by his superior officer orthe Board. A Vice President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the President or as the Board may from time to time determine. A Vice-Presidentneed not be an officer of the Corporation. 

SECTION 7. Treasurer. The Treasurer, if one shall have been elected, shall supervise andbe responsible for all the funds and securities of the Corporation; the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation; borrowings and compliance with the provisions of all indentures,agreements and instruments governing such borrowings to which the Corporation is a party; the disbursement of funds of the Corporation and the investment of its funds; and in general shall perform all of the duties incident to the office of theTreasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the President or as the Board may from time to time determine. 

SECTION 8. Controller. The Controller shall be the chief accounting officer of the Corporation. The Controller shall, when requested, counsel withand advise the other officers of the Corporation and shall perform such other duties as he may agree with the President or as the Board may from time to time determine. 

SECTION 9. Secretary. It shall be the duty of the Secretary to act as secretary at all meetings of the Board, of the committees of the Board and of the stockholders and to record the proceedings of suchmeetings in a book or books to be kept for that purpose; the Secretary shall see that all notices required to be given by the Corporation are duly given and served; the Secretary shall be custodian of the seal of the Corporation and shall affix theseal or cause it to be affixed to all certificates of stock of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and to all documents, the execution of which on behalf of theCorporation under its seal is duly authorized in accordance with the provisions of these By-laws; the Secretary shall have charge of the books, records and papers of the Corporation and shall see that the reports, statements and other documentsrequired by law to be kept and filed are properly kept and filed; and in general shall perform all of the duties incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the Corporationand shall perform such other duties agree with the President or as the Board may from time to time determine. 

 

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SECTION 10. Assistant Treasurers and Assistant Secretaries. Any Assistant Treasurers and AssistantSecretaries shall perform such duties as shall be assigned to them by the Board. Any Assistant Treasurer or Assistant Secretary shall perform such duties as shall be assigned to them by the Treasurer or Secretary, respectively, or by the President.

ARTICLE V 

Indemnification

SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subjectto Section 3 of this Article V, the Corporation shall indemnify any person who 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 orinvestigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actuallyand reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, withrespect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea or nolo contendereor its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to anycriminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. 

SECTION 2. Power toIndemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article V, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to anythreatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was servingat the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually andreasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of theCorporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent 

 

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that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liabilitybut in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper. 

SECTION 3. Authorization of Indemnification. Any indemnification under this Article V (unless ordered by a court) shall be made by theCorporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth inSection 1 or Section 2 of this Article V, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who arenot parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no suchdirectors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having theauthority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding setforth in Section 1 or Section 2 of this Article V or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person inconnection therewith, without the necessity of authorization in the specific case. 

SECTION 4. Good Faith Defined. For purposes ofany determination under Section 3 of this Article V, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to anycriminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on good faith reliance on the records or books of account of the Corporation or anotherenterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or recordsgiven or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “anotherenterprise” as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as adirector, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth inSection 1 or 2 of this Article V, as the case may be. 

SECTION 5. Indemnification by a Court. Notwithstanding any contrarydetermination in the specific case under Section 3 of this Article V, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of 

 

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Chancery in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article V. The basis of suchindemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 1 or 2 of thisArticle V, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article V nor the absence of any determination thereunder shall be a defense to such application or create a presumption thatthe director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of suchapplication. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. 

SECTION 6. Expenses Payable in Advance. Expenses, including without limitation attorneys’ fees, incurred by a director or officer indefending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of suchdirector or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article V. Such expenses (including attorneys’ fees) incurred byformer directors or officers may be so paid upon such terms and conditions, if any, as the Board deems appropriate. 

SECTION 7.Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article V shall not be deemed exclusive of any other rights to which those seekingindemnification or advancement of expenses may be entitled under the Certificate, any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in anothercapacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article V shall be made to the fullest extent permitted by law. The provisions of thisArticle V shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or 2 of this Article V but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL,or otherwise. 

SECTION 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or otherenterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnifysuch person against such liability under the provisions of this Article V. 

 

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SECTION 9. Certain Definitions. For purposes of this Article V, references to “theCorporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have hadpower and authority to indemnify its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituentcorporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article V with respect tothe resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article V, references to “fines” shall include any excisetaxes assessed on a person with respect of any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes dutieson, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in theinterest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article V. 

SECTION 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or grantedpursuant to, this Article V shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such aperson. 

SECTION 11. Limitation on Indemnification. Notwithstanding anything contained in this Article V to the contrary, except forproceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article V), the Corporation shall not be obligated to indemnify any director, officer, employee or agent in connection with a proceeding (orpart thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board. 

SECTION 12. ContractRights. The obligations of the Corporation under this Article V to indemnify a person who is or was a director, officer, employee or agent of the Corporation, including the duty to advance expenses, shall be considered a contract between theCorporation and such person, and no modification or repeal of any provision of this Article V shall affect, to the detriment of such person, such obligations of the Corporation in connection with a claim based on any act or failure to act occurringbefore such modification or repeal. 

 

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ARTICLE VI 

Capital Stock 

SECTION 1. Certificates for Shares. The shares of stock of the Corporationshall be represented by certificates, or shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both. To the extent that shares are represented by certificates, suchcertificates, whenever authorized by the Board, shall be in such form as shall be approved by the Board. The certificates representing shares of stock of each class shall be signed by, or in the name of the Corporation by, the Chairman of the Board,or the President or Vice-President, and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. Any or all such signatures may be facsimiles if countersigned by a transfer agent or registrar. Although any officer,transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation withthe same effect as if such officer, transfer agent or registrar were still such at the date of its issue. 

The stock ledger and blank sharecertificates shall be kept by the Secretary or by a transfer agent or by a registrar or by any other officer or agent designated by the Board. 

SECTION 2. Transfer of Shares. Transfers of shares of stock of each class of the Corporation shall be made only on the books of the Corporation upon authorization by the registered holder thereof, or by such holder’s attorneythereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent for such stock, if any, and if such shares are represented by a certificate, upon surrender of the certificate or certificates for such sharesproperly endorsed or accompanied by a duly executed stock transfer power (or by proper evidence of succession, assignment or authority to transfer) and the payment of any taxes thereon; provided, however, that the Corporation shall beentitled to recognize and enforce any lawful restriction on transfer. The person in whose name shares are registered on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided,however, that whenever any transfer of shares shall be made for collateral security and not absolutely, and written notice thereof shall be given to the Secretary or to such transfer agent, such fact shall be stated in the entry of thetransfer. No transfer of shares shall be valid as against the Corporation, its stockholders and creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until it shall havebeen entered in the stock records of the Corporation by an entry showing from and to whom transferred. 

SECTION 3. RegisteredStockholders and Addresses of Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall beentitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of anyother person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. 

 

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Each stockholder shall designate to the Secretary or transfer agent of the Corporation an address atwhich notices of meetings and all other corporate notices may be given to such person, and, if any stockholder shall fail to designate such address, corporate notices may be given to such person by mail directed to such person at such person’spost office address, if any, as the same appears on the stock record books of the Corporation or at such person’s last known post office address. 

SECTION 4. Lost, Destroyed and Mutilated Certificates. The holder of any certificate representing any shares of stock of the Corporation shall immediately notify the Corporation of any loss, theft, destructionor mutilation of such certificate; the Corporation may issue to such holder a new certificate or certificates for shares, upon the surrender of the mutilated certificate or, in the case of loss, theft or destruction of the certificate, uponsatisfactory proof of such loss, theft or destruction; the Board, or a committee designated thereby, or the transfer agents and registrars for the stock, may, in their discretion, require the owner of the lost, stolen or destroyed certificate, orsuch person’s legal representative, to give the Corporation a bond in such sum and with such surety or sureties as they may direct to indemnify the Corporation and said transfer agents and registrars against any claim that may be made onaccount of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. 

SECTION 5.Regulations. The Board may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of stock of each class of the Corporation and may makesuch rules and take such action as it may deem expedient concerning the issue of certificates in lieu of certificates claimed to have been lost, destroyed, stolen or mutilated. 

SECTION 6. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled tonotice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment or any rights, or entitled to exercise any rights in respect of any change, conversionor exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to anyother action. A determination of stockholders entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for theadjourned meeting. 

SECTION 7. Transfer Agents and Registrars. The Board may appoint, or authorize any officer or officers toappoint, one or more transfer agents and one or more registrars. 

 

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ARTICLE VII 

Miscellaneous 

SECTION 1. Seal. The Board shall provide a suitable corporate seal, whichshall bear, but not be limited to, the full name of the Corporation and shall be in the charge of the Secretary. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. 

SECTION 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution by the Board. 

SECTION 3. Waiver of Notice. Whenever any notice whatsoever is required to be given by these By-laws, by the Certificate or by law, the personentitled thereto may, either before or after the meeting or other matter in respect of which such notice is to be given, waive such notice in writing or as otherwise permitted by law, which shall be filed with or entered upon the records of themeeting or the records kept with respect to such other matter, as the case may be, and in such event such notice need not be given to such person and such waiver shall be deemed equivalent to such notice. 

SECTION 4. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, and new By-laws may be adopted by (i) theaffirmative vote of the shares representing not less than a majority of the votes entitled to be cast by the then outstanding shares of all classes and series of capital stock of the Corporation entitled generally to vote on the election of thedirectors of the Corporation at any annual or special meeting of the stockholders, provided that notice of the proposed alteration, amendment or repeal or of the proposed new By-law or By-laws be included in the notice of such meeting orwaiver thereof, or (ii) the affirmative vote of not less than a majority of the Whole Board at any meeting of the Board, provided that notice of the proposed alteration, amendment or repeal or of the proposed new By-law or By-laws beincluded in the notice of such meeting or waiver thereof. Notwithstanding the foregoing, no alteration, amendment or repeal with respect to any provision under Article V of these By-laws or to this sentence shall be effective to any claim by aperson under Article V based on any act or failure to act occurring before such alteration, amendment or repeal, to the extent detrimental to such claim by such person. The provisions of this Section 4 are subject to any contrary provisions andany provisions requiring a greater vote that are set forth in the Certificate or these By-laws. 

SECTION 5. Execution of Documents.The Board or any committee thereof shall designate the officers, employees and agents of the Corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, notes, checks, drafts and other orders for thepayment of money and other documents for and in the name of the Corporation and may authorize (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation. Such delegation may be by resolutionor otherwise and the authority granted shall be general or confined to specific matters, all as the Board or any such committee may determine. In the absence of such designation referred to in the first sentence of this Section, the officers of theCorporation shall have such power so referred to, to the extent incident to the normal performance of their duties. 

 

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SECTION 6. Checks. All checks, drafts and other orders for the payment of money out of the fundsof the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board or of any committee thereof orby any officer of the Corporation to whom power in respect of financial operations shall have been delegated by the Board or any such committee thereof or as set forth in these By-laws. 

SECTION 7. Proxies in Respect of Stock or Other Securities of Other Corporations. The Board or any committee thereof shall designate the officersof the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock orother securities in any other corporation or other entity, and to vote or consent in respect of such stock or securities; such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights;and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary orproper in order that the Corporation may exercise its said powers and rights. 

SECTION 8. Dividends. Dividends upon the capitalstock of the Corporation, subject to the requirements of the DGCL and the Certificate, if any, may be declared by the Board at any regular or special meeting of the Board (or any action by written consent in lieu thereof in accordance with theseBy-Laws), and may be paid in cash, in property or in shares of the Corporation’s capital stock. Before any payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Boardfrom time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board maymodify or abolish any such reserve. 

SECTION 9. Subject to Law and Certificate of Incorporation. All powers, duties andresponsibilities provided for in these By-laws, whether or not explicitly so qualified, are qualified by the provisions of the Certificate and applicable laws. 

 

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