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**Exhibit 3.1**

 

**AMENDED ANDRESTATED**

**BY-LAWS**

**OF**

**SEITEL, INC.**

**(a Delaware corporation)**

**Effective:October 19, 2005**

 

 

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**ARTICLE****I****OFFICES**

Section1.1.      RegisteredOffice. The registered office of Seitel, Inc. (the"Corporation") required by the General Corporation Law of the State of Delawareto be maintained in the State of Delaware shall be such registered office asmay be designated from time to time by the Board of Directors in the mannerprovided by law.

Section 1.2.      Other Offices. The Corporation may also have offices at such otherplace or places, both within and outside the State of Delaware, as the Board ofDirectors may from time to time determine or the business of the Corporationmay require.

**ARTICLE****II**

**MEETINGS OF STOCKHOLDERS**

Section 2.1.      Time and Place of Meetings. All meetings of the stockholders shall be held atsuch time and place, either within or outside the State of Delaware, as theBoard of Directors shall designate and as shall be stated in the notice of themeeting.

Section 2.2.      Annual Meetings. Annual meetings of the stockholders shall be held onsuch date and at such time as shall be designated from time to time by theBoard of Directors of the Corporation and stated in the notice of the meeting.At the annual meeting, the stockholders shall elect a Board of Directors andtransact such other business as may properly be brought before the meeting.

Section 2.3.      Notice of Annual Meetings. Written notice of the annual meeting, stating theplace, date and hour of the meeting shall be given to each stockholder ofrecord entitled to vote at such meeting not less than 10 nor more than 60 daysbefore the date of the meeting.

Section 2.4.      Special Meetings. Special meetings of the stockholders for any purposeor purposes, unless otherwise prescribed by statute or by the Certificate ofIncorporation, may be called at any time by the Chairman of the Board, thePresident or by order of the Board of Directors, and shall be called by theSecretary at the request in writing of stockholders holding not less than 10%of all votes entitled to be considered at the special meeting.  Such requestshall state the purpose or purposes of the proposed special meeting.  Businesstransacted at any special meeting of stockholders shall be limited to thepurposes stated in the notice.

Section 2.5.      Notice of Special Meetings. Written notice of a special meeting, stating theplace, date and hour of the meeting and the purpose or purposes for which themeeting is called shall be given to each stockholder of record entitled to vote atsuch meeting not less than 10 nor more than 60 days before the date of themeeting.

Section 2.6.      Quorum. The holders of stock having a majority of the votingpower of the stock entitled to be voted thereat, present in person orrepresented by proxy, shall constitute a quorum for the transaction of businessat all meetings of the stockholders. If, however, such quorum shall not bepresent or represented at any meeting of the stockholders, the stockholdersentitled to vote thereat, present in person or represented by proxy, shall havepower to adjourn the meeting from time to time without notice (other thanannouncement at the meeting at which the adjournment is taken of the time andplace of the adjourned meeting) until a quorum shall be present orrepresented.  At such adjourned meeting at which a quorum shall be present orrepresented, any business may be transacted that might have been transacted atthe meeting as originally notified. If the adjournment is for more than 30days, or if after the adjournment a new record date is fixed for the adjournedmeeting, notice of the adjourned meeting shall be given to each stockholder ofrecord entitled to vote at the meeting.

Section 2.7.      Order of Business. The order of business at annual meetings ofstockholders and, so far as practicable, at other meetings of stockholdersshall be determined by the Board of Directors in consultation with the Chairmanof the Board. 

Section 2.8.      New Business.

(a)        Proposals of business to be considered bythe stockholders at an annual meeting of stockholders may be made (i) pursuantto the Corporation's notice of meeting, (ii) by or at the direction of theBoard of Directors, or (iii) by any stockholder of the Corporation who was astockholder of record at the time of giving notice provided for in this Section2.8, who is entitled to vote at the meeting and who complied with the noticeprocedures set forth in this Section 2.8.  At an annual meeting ofstockholders, only such new business shall be conducted, and only suchproposals shall be acted upon, as shall have been properly brought before theannual meeting in accordance with the procedures set forth in this Section2.8.  For any new business proposed by the Board of Directors to be properlybrought before the annual meeting, such new business shall be approved by theBoard of Directors.  For a proposal to be properly brought before an annualmeeting by a stockholder, such proposal must be a proper subject forstockholder action under Delaware corporation law, and the stockholder musthave given proper and timely notice thereof in writing to the Secretary of theCorporation as specified herein.  To be timely, a stockholder's notice must bedelivered to or mailed and received at the principal executive offices of theCorporation no later than the date that corresponds to 120 days prior to thedate the Corporation's proxy statement was released to stockholders inconnection with the previous year's annual meeting of stockholders.  If duringthe prior year the corporation did not hold such a meeting, or if the date ofthe current year's annual meeting of stockholders has changed by more than 30days from the prior year, then notice must be received no later than the tenthday following the day on which the Corporation gives public notice of thecurrent year's meeting.  A stockholder's notice to the Secretary shall setforth as to each matter the stockholder proposes to bring before the annualmeeting (1) a description of the proposal desired to be brought before theannual meeting and the reasons for conducting such business at the annualmeeting, (2) the name and address, as they appear on the Corporation's books,of the stockholder proposing such business, (3) the class and number of sharesof the stock that are held of record, beneficially owned and represented byproxy on the date of such stockholder notice and on the record date of themeeting (if such date shall have been made publicly available), and, arepresentation as to whether or not the stockholder has solicited or intends tosolicit proxies in support of such proposal, (4) any financial interest of thestockholder in such proposal, and (5) all other information that would berequired to be filed with the Securities and Exchange Commission if, withrespect to any such item of business, such stockholder or stockholders were aparticipant in a solicitation subject to Section 14 of the Securities ExchangeAct of 1934, as amended (the "Exchange Act").

(b)        Only such business shall be conducted atan annual meeting of stockholders as shall have been brought before the meetingin accordance with this Section 2.8.  The presiding officer of the annualmeeting shall have the power and duty to determine whether any businessproposal brought before the meeting was in accordance with this Section 2.8and, if any proposed business is not strictly in compliance with this Section2.8 or if the stockholder solicits proxies in support of such stockholder'sproposed business without such stockholder having made the representationrequired by subsection (a) of this Section 2.8, to declare that such defectiveproposal shall be disregarded.  This provision shall not prevent theconsideration and approval or disapproval at the annual meeting of reports ofofficers, directors, and committees of the Board of Directors, but, inconnection with such reports, no new business shall be acted upon at suchannual meeting unless stated, filed and received as herein provided.

(c)        For purposes of this Section 2.8, "publicnotice" shall mean disclosure in a press release reported by the Dow Jones NewsService, Associated Press or comparable national news service or in a documentpublicly filed by the Corporation with the Securities and Exchange Commissionpursuant to Section 13, 14 or 15(d) of the Exchange Act.

(d)        Nothing in this Section 2.8 shall bedeemed to affect any rights of stockholders to request inclusion of proposalsin the Corporation's proxy statement pursuant to Rule 14a-8 under the ExchangeAct.  Nominations of persons for election to the Board of Directors shall madein accordance with Section 3.3 herein.

Section 2.9.      Voting. Except as otherwise provided in the Certificate ofIncorporation, each stockholder shall, on each matter submitted to a vote ateach meeting of the stockholders, be entitled to one vote in person or by proxyfor each share of stock of the Corporation held by such stockholder andregistered in such stockholder's name on the books of the Corporation on thedate fixed pursuant to the provisions of Section 10.5 of these By-Laws as therecord date for the determination of stockholders who shall be entitled tonotice of and to vote at such meeting. Shares of its own stock belonging to theCorporation or to another corporation, if a majority of the shares entitled tovote in the election of directors of such other corporation is held directly orindirectly by the Corporation, shall not be entitled to vote. Any vote by stockof the Corporation may be given at any meeting of stockholders by thestockholder entitled thereto, in person or by such stockholder's proxyappointed by an instrument in writing subscribed by such stockholder or by suchstockholder's attorney thereunto duly authorized and delivered to the Secretaryof the Corporation or to the secretary of the meeting; provided, however, thatno proxy shall be voted or acted upon after three years from its date, unlesssaid proxy shall provide for a longer period. Each proxy shall be revocableunless expressly provided therein to be irrevocable and unless otherwise madeirrevocable by law.  Unless demanded by a stockholder of the Corporationpresent in person or by proxy at any meeting of the stockholders and entitledto vote thereat, or so directed by the presiding officer of the meeting, thevote thereat on any question other than the election or removal of directorsneed not be by written ballot. Upon a demand of any such stockholder for a voteby written ballot on any question or at the direction of such presiding officerthat a vote by written ballot be taken on any question, such vote shall betaken by written ballot. On a vote by written ballot, each ballot shall besigned by the stockholder voting, or by such stockholder's proxy, if there besuch proxy, and shall state the number of shares voted. 

Section 2.10.    List of Stockholders. It shall be the duty of the Secretary or otherofficer of the Corporation who shall have charge of its stock ledger, eitherdirectly or through another officer of the Corporation designated by theSecretary or through a transfer agent appointed by the Board of Directors, toprepare and make, at least ten days before every meeting of the stockholders, acomplete list of the stockholders entitled to vote thereat, arranged inalphabetical order, and showing the address of each stockholder and the numberof shares registered in the name of each stockholder. Such list shall be opento the examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten days before saidmeeting, either at a place within the city where said meeting is to be held,which place shall be specified in the notice of said meeting, or, if not sospecified, at the place where said meeting is to be held. The list shall alsobe produced and kept at the time and place of said meeting during the wholetime thereof, and may be inspected by any stockholder of record who shall bepresent thereat. The stock ledger shall be the only evidence as to who are thestockholders entitled to examine the stock ledger, such list or the books ofthe Corporation, or to vote in person or by proxy at any meeting ofstockholders.

Section 2.11.    Inspectors of Votes. The presiding officer of the meeting may appoint twoinspectors of votes to act at each meeting of the stockholders, unless theBoard of Directors shall have theretofore made such appointments. Eachinspector of votes shall first subscribe an oath or affirmation faithfully toexecute the duties of an inspector of votes at the meeting with strictimpartiality and according to the best of such inspector's ability. Suchinspectors of votes, if any, shall take charge of the ballots, if any, at themeeting, and after the balloting on any question, shall count the ballots castand shall make a report in writing to the secretary of the meeting of theresults of the balloting. An inspector of votes need not be a stockholder ofthe Corporation, and any officer of the Corporation may be an inspector ofvotes on any question other than a vote for or against such officer's electionto any position with the Corporation or on any other question in which suchofficer may be directly interested.

Section2.12.    Stockholder Action Upon Written Consent. In accordance with and subject to the provisions of Section 228 of the DelawareGeneral Corporation Law and the provisions of Section 14 and Schedule 14A ofthe Securities Exchange Act of 1934, as amended, any action required to betaken at any annual or special meeting of stockholders may be taken without ameeting, without prior notice and without a written vote, if a consent orconsents in writing, setting forth the action so taken, shall be signed by theholders of outstanding stock having not less than a minimum number of votesthat would be necessary to authorize or take such action at a meeting at whichall shares entitled to vote thereon were present and voted.

**ARTICLE****III**

**BOARD OF DIRECTORS**

Section 3.1.      Powers. The business and affairs of the Corporation shall bemanaged by its Board of Directors, which shall have and may exercise all powersof the Corporation and take all lawful acts as are not by statute, theCertificate of Incorporation or these By-Laws directed or required to beexercised or taken by the stockholders.

Section3.2.      Number, Term, Election and Qualification of Directors.

(a)        The authorized number of directors comprising the entireBoard of Directors shall be determined from time to time by resolution of theBoard of Directors; provided, however, that the Board of Directors shallconsist of no less than three (3) members and no more than nine (9) members;provided, further, any reduction in the number of directors within any class ofdirectors as provided for in Certificate of Incorporation shall not shorten theterm of an incumbent director in that class.

(b)        The election andterm of office of the directors of the Corporation shall be as provided in theCertificate of Incorporation.  Each director, including a director elected tofill a vacancy, shall hold office until such director's successor is electedand qualified or until such director's earlier death, resignation or removal. Directors need not be stockholders.

Section3.3.      Nominations.

(a)        Nominations of personsfor election to the Board of Directors of the Corporation at a meeting ofstockholders at which directors are to be elected may be made (i) pursuant tothe Corporation's notice of meeting, (ii) by or at the direction of the Boardof Directors, or (iii) by any stockholder of the Corporation who was astockholder of record at the time of giving notice provided for in this Section3.3, who is entitled to vote at the meeting and who complied with the noticeprocedures set forth in this Section 3.3.  No person shall be eligible forelection as a director at a meeting of stockholders unless nominated inaccordance with the procedures set forth in this Section 3.3.

(b)        Upon expiration of the respective terms of themembers of the Board of Directors initially appointed as of July 2, 2004 (the"Initial Board"), and subject to all applicable laws, rules, regulations andNasdaq Stock Market listing requirements, any holder of common stock, par value$.01 per share, of the Corporation (the "Common Stock") shall have the right torecommend to the Nominating/Corporate Governance Committee, by giving propernotice pursuant to subsection (c), persons (the "Designees") for election tothe Board of Directors, and the Nominating/Corporate Governance Committee,subject to its fiduciary duties and the criteria for director-nomineesspecified in the Nominating/Corporate Governance Committee charter of theCorporation then in effect, shall recommend to the full Board of Directors ofthe Corporation such Designees proposed for election, as follows:  (i) if anyholder of Common Stock or any affiliate thereof shall hold more than 30% of theoutstanding Common Stock, it shall be entitled to recommend for nomination asaforesaid in connection with any annual election of the Corporation's directorsup to three Designees (subject to reduction to reflect the members of theInitial Board, if any, designated by such holder of Common Stock or anyaffiliate thereof and still serving on the Board of Directors); (ii) if anyholder of Common Stock or any affiliate thereof shall hold less than 30%, butmore than 20% of the outstanding Common Stock, it shall be entitled torecommend for nomination as aforesaid in connection with any annual election ofthe Corporation's directors up to two Designees (subject to reduction toreflect the members of the Initial Board, if any, designated by such holder ofCommon Stock or any affiliate thereof and still serving on the Board ofDirectors); and (iii) if a holder of Common Stock or any affiliate thereofshall hold less than 20%, but more 10%, of the outstanding Common Stock, itshall be entitled to recommend for nomination as aforesaid in connection withany annual election one designee (subject to reduction to reflect the membersof the Initial Board, if any, designated by such holder of Common Stock or anyaffiliate thereof and still serving on the Board of Directors).  

(c)        All nominations by stockholders pursuant tosubsections (a)(iii) and (b) of this Section 3.3, shall be made pursuant totimely notice in proper written form to the Secretary of the Corporation.  Tobe timely, in the case of an annual meeting, a stockholder's notice shall bedelivered to or mailed and received at the principal executive offices of theCorporation no later than the date that in the current year corresponds to the120th day prior to the date the Corporation's proxy statement was released tostockholders in connection with the previous year's annual meeting ofstockholders.  If during the prior year the Corporation did not hold such ameeting, or if the date of the current year's annual meeting of stockholdershas changed more than 30 days from the prior year, then notice must be receivedno later than the tenth day following the day on which the Corporation givespublic notice of the current year's meeting.  To be timely, in the case of aspecial meeting of stockholders at which directors are to be elected, astockholder's notice shall be delivered to or mailed and received by theSecretary no later than the tenth day following the day on which thecorporation gives public notice of the special meeting.  A stockholder's noticeshall set forth in writing (i) as to each person whom such stockholder proposesto nominate for election or re-election as a director, all information relatingto such person that is required to be disclosed in a proxy statement filedunder the proxy rules of the Securities Exchange Commission if such person hadbeen nominated, or intended to be nominated by the Board of Directors,including, without limitation, such person's written consent to being named inthe proxy statement as a nominee and to serving as a director if elected; and(ii) as to such stockholder, (1) the stockholder's name and address, as theyappear on the Corporation's books, (2) the class and number of shares of stockthat are held of record, beneficially owned and represented by proxy on thedate of the stockholder notice and on the record date of the meeting (if suchdate shall have been made publicly available), and, a representation as towhether or not the stockholder has solicited or intends to solicit proxies insupport of such proposed nominee(s) specified in the notice, and (3) ifapplicable, a description of all arrangements or understandings between thestockholder and each nominee and any other person (or persons), which includesthe name of such other person (or persons), pursuant to which the nominationsare to be made by the stockholder.  At the request of the Board of Directors,any person nominated by the Board of Directors for election as a director shallfurnish to the Secretary of the Corporation that information required to be setforth in a stockholders notice of nomination which pertains to the nominee.  

(d)        Notwithstanding anything in subsection (c) ofthis Section 3.3 to the contrary, in the event that the number of directors tobe elected to the Board of Directors of the Corporation at the next annualmeeting of stockholders is increased and there is no public announcement namingall of the nominees for Directors or specifying the size of the increased Boardof Directors made by the Corporation at least 130 days prior to the date theCorporation's proxy statement was released to stockholders in connection withthe previous year's annual meeting of stockholders, a stockholder's noticerequired by this Section 3.3 shall also be considered timely, but only withrespect to nominees for any new positions created by such increase, if it shallbe delivered to the Secretary of the Corporation no later than the close ofbusiness on the tenth day following the day on which such public notice isfirst made by the Corporation.

(e)        The presiding officer of the meeting shallhave the power and duty to determine whether a nomination before the meetingwas made in accordance with the procedures set forth in this Section 3.3 and,if any proposed nomination not in compliance with this Section 3.3 or if thestockholder solicits proxies in support of such stockholder's proposednomination without such stockholder having made the representation required bysubsection (c) of this Section 3.3, to declare that such defective proposalshall be disregarded.

(f)         For purposes of this Section 3.3, "publicnotice" shall mean disclosure in a press release reported by the Dow Jones NewsService, Associated Press or comparable national news service or in a documentpublicly filed by the Corporation with the Securities and Exchange Commissionpursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section3.4.      Removal. The removal of directors of the Corporation shall beas provided in the Certificate of Incorporation. 

Section 3.5.      Resignations. Any director may resign at any time by giving writtennotice of such director's resignation to the Corporation, effective at the timespecified therein or, if not specified, immediately upon its receipt by theCorporation. Unless otherwise specified in the notice, acceptance of aresignation shall not be necessary to make it effective.

Section 3.6.      Vacancies. Upon the removal or resignation of a director of theCorporation, the resulting vacancy shall be filled as provided in theCertificate of Incorporation. 

Section 3.7.      Chairman of the Board. The Board of Directors may elect a Chairman of theBoard, who shall be a director but need not otherwise be an officer of theCorporation. Except as otherwise provided in these By-Laws, the Chairman of theBoard, if any, shall preside, when present, at all meetings of stockholders andat all meetings of the Board of Directors. The Chairman of the Board shalladvise and counsel the President and other officers of the Corporation andshall exercise such other powers and perform such other duties as from time totime may be assigned to the Chairman of the Board by the Board of Directors.

**ARTICLE****IV**

**MEETINGS OF THE BOARD OFDIRECTORS**

Section 4.1.      Time and Place of Meetings. The Board of Directors of the Corporation may holdmeetings, both regular and special, at such time and places as it determines.

Section 4.2.      Annual Meetings. Except as otherwise determined by the Board ofDirectors, the first meeting of each newly elected Board shall be heldimmediately following the annual meeting of stockholders at which the Board iselected and at the same place as such meeting, and no notice of such meeting tothe newly elected directors shall be necessary in order legally to constitutethe meeting, provided a quorum shall be present. If such meeting is not heldimmediately following the annual meeting of stockholders, the meeting may beheld at such time and place as shall be specified in a notice given ashereinafter provided for special meetings of the Board of Directors, or asshall be specified in a written waiver signed by all of the directors.

Section 4.3.      Regular Meetings-Notice. Regular meetings of the Board of Directors may beheld without notice. 

Section 4.4.      Special Meetings-Notice. Special meetings of the Board of Directors may becalled by the Chairman of the Board, Chief Executive Officer, or a majority ofthe directors on 48 hours' notice to each director, either personally or bytelephone or mail; special meetings shall be called by the Secretary in likemanner and on like notice on the written request of the Chairman of the Board,Chief Executive Officer, or two directors. Notice of any such meeting need notbe given to any director, however, if waived by any such director in writing,or if such director shall be present at the meeting.

Section 4.5.      Quorum and Manner of Acting. At all meetings of the Board of Directors, 50% of thedirectors at the time in office (but not less than one-third of the totalnumber of directors constituting the whole Board of Directors pursuant to theCertificate of Incorporation) shall constitute a quorum for the transaction ofbusiness, and the act of a majority of the directors present at any meeting atwhich a quorum is present shall be the act of the Board of Directors, except asmay be otherwise specifically provided by statute, by the Certificate of Incorporation,or these By-Laws. If a quorum shall not be present at any meeting of the Boardof Directors, the directors present may adjourn the meeting from time to time,without notice other than announcement at the meeting, until a quorum shall bepresent.

Section 4.6.      ActionsWithout a Meeting. Any action required or permitted to be taken at anymeeting of the Board of Directors or of any committee thereof may be takenwithout a meeting, if all members of the Board of Directors or committee, asthe case may be, consent thereto in writing and the writing or writings arefiled with the minutes of proceedings of the Board of Directors or thecommittee.

Section4.7.      Meetings of Independent Directors. Directorswho are "Independent", as defined by the rules of the Nasdaq StockMarket or any national securities exchange on which any securities of theCorporation are listed for trading, or if not listed for trading, then asdefined by the rules of the Nasdaq Stock Market, shall meet in executivesession at least twice per year without the attendance of non-independentdirectors.

Section 4.8.      Remuneration. As expressly provided by resolution adopted by theBoard of Directors, and subject to the provisions of the Sarbanes-Oxley Act of2002 (the "Act"), the Rules and Regulations adopted by the Securitiesand Exchange Commission implementing the Act, and all applicable rules ofNasdaq or any national securities exchange on which any securities of theCorporation are listed, the directors may, as such, receive remuneration fortheir services; and the Board of Directors may at any time and from time totime by resolution provide that a specified sum shall be paid to any directorof the Corporation, either as such director's annual remuneration as suchdirector or member of any committee of the Board of Directors or asremuneration for such director's attendance at each meeting of the Board ofDirectors or any such committee. The Board of Directors may also likewiseprovide that the Corporation shall reimburse each director for any expensespaid by such director on account of such director's attendance at any meeting.Nothing in this Section 4.7 shall be construed to preclude any director fromserving the Corporation in any other capacity and receiving remunerationtherefor.

**ARTICLE****V**

**COMMITTEES OF DIRECTORS**

Section 5.1.      Committees of Directors. The Board of Directors may designate one or morecommittees with such powers as are delegated in the resolutions establishingsuch committee or the charter thereof, each committee to consist of one or moreof the directors of the Corporation as provided herein.  The qualifications forany director to serve on any committee of the Board shall be subject to theprovisions of the Act, the Rules and Regulations adopted by the Securities andExchange Commission implementing the Act, and all applicable rules of the Nasdaq Stock Market, or any national securities exchange on which anysecurities of the Corporation are listed, or if not so listed, with allapplicable rules of the Nasdaq Stock Market as if the securities of theCorporation were listed for trading thereon.  The delegation of any decision toa committee of the Board of Directors, and the votes required for the making ofsuch decision by such committee, shall have the same approval requirements asthe taking of such action by the Board of Directors.  The Board of Directorsmay designate one or more directors as alternate members of any committee, whomay replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member ormembers thereof present at any meeting and not disqualified from voting,whether or not such member or members constitute a quorum, may unanimouslyappoint another member of the Board of Directors to act at the meeting in theplace of any such absent or disqualified member. Subject to the approval requirementsset forth in the Certificate of Incorporation, any such committee, to theextent provided in the resolution of the Board of Directors or in theseBy-Laws, shall have and may exercise all the powers and authority of the Boardof Directors in the management of the business and affairs of the Corporation,and may authorize the seal of the Corporation to be affixed to all papers thatmay require it; but no such committee shall have the power or authority to (i)approve or adopt, or recommend to the stockholders, any action or matterexpressly required by the General Corporation Law of the State of Delaware tobe submitted to stockholders for approval, or (ii) adopt, amend or repeal theseBy-Laws.

Section 5.2.      Compliance with Listing Requirements.  So long as any of theCorporation's securities are listed on a national securities exchange or listedfor trading on the Nasdaq Stock Market, the Corporation shall create,constitute and keep in effect any committees that may be required pursuant tothe listing requirements of such national securities exchange or the NasdaqStock Market including but limited to an Audit Committee, a CompensationCommittee and a Nominating/Corporate Governance Committee.  Each member of eachsuch committee shall be "Independent" as defined under both the Sarbanes-OxleyAct of 2002, and the rules promulgated thereunder, and the applicable rules ofthe national securities exchange or the Nasdaq Stock Market.  If not listed fortrading on either the Nasdaq Stock Market or a national securities exchange,the Corporation shall comply with the rules of the Nasdaq Stock Market withrespect to the establishment, composition and function of committees of theBoard of Directors.

Section5.3.      Committee Minutes.  Each committee shall keep regular minutes of its meetingsand regularly report the same to the Board of Directors.

Section 5.4.      Meetings and Action of Committees.  Meetings and actions of committees shall be governed by, andheld and taken in accordance with, the provisions of Sections 4.1 through 4.6and Article VI of these By-Laws, with such changes in the context of theseBy-Laws as are necessary to substitute the committee and its members for theBoard of Directors and its members; provided, however, that:  (i)the time of regular meetings of committees may be determined either byresolution of the Board of Directors or by resolution of the committee; and(ii) special meetings of committees may also be called by resolution of theBoard of Directors. The Board of Directors may adopt rules for the governanceof any committee not inconsistent with the provisions of these By-Laws.

Section 5.5.      Nominating/Corporate Governance Committee. The Board of Directors shall establish aNominating/Corporate Governance Committee authorized to (i) select nominees fordirector positions to be recommended by the Board of Directors for election asdirectors, (ii) recommend nominees to fill any newly created director positionsor any vacancies in director positions, and (iii) develop and recommendto the Board of Directors a set of corporate governance principles applicableto the Corporation, in addition to any other duties set forth in suchcommittee's charter.  The Nominating/CorporateGovernance Committee shall consist of at least three members.  The approval ofa majority of the members on the Nominating/Corporate Governance Committee shallbe required in order for the Board of Directors to select any nominee for adirector position.

Section 5.6.      Compensation Committee.  The Board of Directors shall establish a CompensationCommittee whose principal duties shall be (i) to review key employeecompensation policies, plans and programs, (ii) to review and approve thecompensation of the chief executive officer and the other executive officers ofthe Corporation, (iii) to review and approve any employment contracts,severance arrangements, change of control arrangements or similar arrangementsbetween the Corporation and any executive officer of the Corporation, (iv) toreview and consult with the chief executive officer concerning selection ofofficers, management succession planning, performance of individual executivesand related matters, and (v) to administer the Corporation's stock optionplans, incentive compensation plan programs and any such plans that the Boardof Directors may from time to time adopt and to exercise all the powers, dutiesand responsibilities of the Board of Directors with respect to such plans,in addition to any other duties set forth in such committee's charter.  The Compensation Committee shall consist of at leastthree members.

Section 5.7.      Audit Committee.  The Board of Directors shall establish an Audit Committeefor the purpose of fulfilling the Board of Director's oversightresponsibilities regarding the Corporation's and its subsidiaries' accountingand systems of internal controls, the quality and integrity of theCorporation's financial reports and the independence and performance of theCorporation's outside auditor as set forth in the Audit Committee charter.  TheAudit Committee shall consist of at least three members.  The approval of amajority of the entire Audit Committee shall be required to approve theappointment of the independent auditors of the Corporation and its consolidatedsubsidiaries and any change in such appointment.  At leastone member of the Audit Committee shall be an "Audit Committee FinancialExpert" as such term is defined in the rules promulgated pursuant to theSarbanes-Oxley Act of 2002.

**ARTICLE****VI**

**ELECTRONIC TRANSMISSION ANDREMOTE COMMUNICATION**

Section 6.1.      Notices of Meetings of Stockholders. Anything to the contrary notwithstanding in Sections 2.1 through 2.5 of theseBy-Laws, in accordance with the provisions of Section 211(a) and Section 222 ofthe Delaware General Corporation Law, the Board of Directors may, in its solediscretion, with respect to any meeting of stockholders, determine that the meetingmay be held solely by means of remote communication, as authorized by Section211 of the Delaware General Corporation Law.  In such case, the Board ofDirectors shall have the power and authority to determine and set suchguidelines and procedures for the holding of any meeting by remotecommunication, in which case stockholders and proxy holders not physicallypresent at a meeting may, by means of remote communication, participate in suchmeeting and be deemed to be present in person and vote at a meeting ofstockholders.

Section 6.2.      Voting by Electronic Transmission. Anything to the contrary notwithstanding in Section 2.9 of these By-Laws, thevoting by stockholders or proxy holders at any meeting conducted by electronictransmission may be effected by a ballot submitted by electronic transmission.

Section6.3.      Stockholder List Where Meeting Is Held by RemoteCommunication. Anything to the contrary notwithstanding in Section 2.10 of these By-Laws, inthe event a meeting of stockholders is to be held by means of remotecommunication, the list of stockholders shall be open to the examination of anystockholder during the whole time of the meeting on a reasonably acceptableelectronic network, and the information required to access such list shall beprovided to stockholders together with the notice of meeting.

Section6.4.      Effectivenessof Notices to Stockholders. Anything to the contrary notwithstanding in Sections 2.3 and 2.5 of theseBy-Laws, and in accordance with Section 232 of the Delaware Corporation Law,any notice to stockholders shall be effective if given by form of electronictransmission consented to by the stockholder to whom the notice is given.  Suchconsent shall be maintained by the Secretary of the Corporation together withthe records of the Corporation.  Where such consent is given, any notice shallbe deemed given, if by facsimile transmission, when directed to a number atwhich the stockholder has consented to receive notice; if by electronic mail,when directed to the electronic mail address at which the stockholder hasconsented to receive notice.  The Secretary and Assistant Secretary of theCorporation or the transfer agent of the Corporation shall file with the Corporationan affidavit that such notice has been given by form of electronictransmission.

Section6.5.      ElectronicTransmission. For the purposes of this Article VI, "electronic transmission" shall mean anyform of communication not directly involving the physical transmission of paperthat creates a record that may be retained, retrieved and reviewed by arecipient and that may be directly reproduced in paper form by such a recipientthrough an automated process.

Section6.6.      Notices toDirectors. Anything to the contrary notwithstanding in Section 4.3 and 4.4 of theseBy-Laws, any notice permitted or required to be given to any director shall besufficient if given, in addition to any other permitted means or manner ofdelivery, by electronic transmission.

Section6.7.      Action byBoard of Directors Without a Meeting. Anything to the contrary notwithstanding in Section 4.6 of these By-Laws, anyaction required or permitted to be taken at any meeting of the Board ofDirectors or of any committee thereof, in addition to any other means or mannerotherwise provided for, may be taken by electronic transmission.

**ARTICLEVII**

**NOTICES**

Section 7.1.      Waiver of Notice. Whenever any notice is required to be given under theprovisions of any applicable statute, the Certificate of Incorporation, orthese By-Laws, a waiver thereof in writing, signed by the person or personsentitled to said notice, or by electronic transmission, whether before or afterthe time stated therein, shall be deemed equivalent thereto.

Section 7.2.      Authorized Notices. Unless otherwise specified herein, the Secretary orsuch other person or persons as the Chief Executive Officer designates shall beauthorized to give notices for the Corporation.

**ARTICLE****VIII**

**OFFICERS**

Section 8.1.      Description. The elected officers of the Corporation shall be aPresident, a Chief Executive Officer, one or more Vice Presidents, with orwithout such descriptive titles as the Board of Directors shall deemappropriate, a Secretary, a Treasurer, and a Controller, and, as provided inArticle III, a Chairman of the Board. The Board of Directors by resolutionshall also appoint one or more Assistant Secretaries, Assistant Treasurers,Assistant Controllers, and such other officers and agents as from time to timemay appear to be necessary or advisable in the conduct of the affairs of theCorporation. Any two or more offices may be held by the same person.

Section 8.2.      Election. The Board of Directors at its first meeting aftereach annual meeting of stockholders shall elect and appoint the officers tofill the positions designated in Section 8.1.

Section 8.3.      Salaries. The Compensation Committee shall fix all salaries ofall elected officers of the Corporation.

Section 8.4.      Term. An officer of the Corporation shall hold office untilsuch officer resigns or such officer's successor is chosen and qualified. Anyofficer elected or appointed by the Board of Directors may be removed, with orwithout cause, at any time by the affirmative vote of a majority of the wholeBoard of Directors. The Board of Directors shall fill any vacancy occurring inany office of the Corporation by death, resignation, removal, or otherwise. Election or appointment of an officer or agent shall not of itself createcontract rights.

Section 8.5.      Chief Executive Officer. Subject to the provisions of these By-Laws and thecontrol of the Board of Directors, the Chief Executive Officer shall havegeneral supervision of the affairs of the Corporation and shall have generaland active executive charge, management and control of all the business,operations and properties of the Corporation with all such powers as may bereasonably incident to such responsibilities. In the absence of the Chairman ofthe Board, if any, the Chief Executive Officer shall preside, when present, atall meetings of stockholders.  The Chief Executive Officer shall see that allorders and resolutions of the stockholders and the Board of Directors arecarried into effect. The Chief Executive Officer shall have all the powers andauthority usually appertaining to the chief executive officer of a corporation(except as otherwise provided in these By-Laws), as may be designated inaccordance with these By-Laws, and as from time to time may be assigned to theChief Executive Officer by the Board of Directors.

Section 8.6.      President. Unless the Board of Directors otherwise determines,the President shall have the authority to agree upon and execute all bonds,evidences of indebtedness, deeds, leases, contracts and other obligations inthe name of the Corporation and affix the corporate seal thereto; to sign stockcertificates; and to exercise such other powers and duties as may be designatedin accordance with these By-Laws and as from time to time may be assigned tothe President by the Board of Directors.

Section 8.7.      Chief Operating Officer. The Chief Operating Officer, if one is elected by theBoard, shall have, subject to review and approval of the Chief ExecutiveOfficer, if different from the President, and the President, if different fromthe Chief Operating Officer, the responsibility for the operation of theCorporation and shall exercise such other powers and duties as may bedesignated in accordance with these By-Laws and as from time to time may beassigned to the Chief Operating Officer by the Board of Directors.

Section 8.8.      Vice Presidents. In the absence of the President or in the event ofthe President's inability or refusal to act, the Vice President (or in theevent there be more than one Vice President, the Vice Presidents in the orderdesignated by the Board, or in the absence of any designation, in the order oftheir election) shall have the authority to agree upon and execute all bonds,evidences of indebtedness, deeds, leases, contracts and other obligations inthe name of the Corporation and affix the corporate seal thereto; and to signstock certificates, subject to all the restrictions upon the President.  TheVice Presidents shall perform such other duties and have such other powers asthe Board of Directors, the Chairman of the Board, or the President may fromtime to time prescribe.

Section 8.9.      Chief Financial Officer. Subject to the direction of the Board of Directors,the Chairman of the Board, the Chief Executive Officer and the President, theChief Financial Officer shall perform all duties and have all powers that arecommonly incident to that position. The Chief Financial Officer shall haveactive control of and responsibility for all matters pertaining to thefinancial affairs of the Corporation and its subsidiaries. The Chief FinancialOfficer shall have the authority to execute and deliver bonds, deeds, contractsand stock certificates of and for the Corporation, and to affix the corporateseal thereto by handwritten or facsimile signature and all other powerscustomarily appertaining to such office, except to the extent otherwise limitedor enlarged by the Board of Directors. The Chief Financial Officer shall reportto the Chief Executive Officer and to the Executive Committee and the Board ofDirectors of the Corporation at their request on all financial matters of theCorporation.

Section 8.10.    Secretary andAssistant Secretaries.

(a)        The Secretaryor an Assistant Secretary shall attend all meetings of the Board of Directorsand all meetings of the stockholders and record all proceedings of the meetingsof the stockholders of the Corporation and of the Board of Directors in a bookto be kept for that purpose, and shall perform like duties for the standingcommittees when required. The Secretary shall be under the supervision of theChairman of the Board and the Chief Executive Officer and shall perform suchother duties as may be prescribed by the Chairman of the Board or thePresident. The Secretary shall have charge of the seal of the Corporation andhave authority to affix the seal to any instrument requiring it.  When so affixed,the seal shall be attested by the signature of the Secretary or Treasurer or anAssistant Secretary or Assistant Treasurer, which may be a facsimile. TheSecretary shall keep and account for all books, documents, papers and recordsof the Corporation except those for which some other officer or agent isproperly accountable. The Secretary shall have authority to sign stockcertificates and shall generally perform all the duties usually appertaining tothe office of the Secretary of a corporation.

(b)        Assistant Secretaries shall assist the Secretary, and inthe absence or disability of the Secretary, perform the duties and exercise thepowers of the Secretary. They shall perform such other duties and have suchother powers as the Board of Directors, Chief Executive Officer or Presidentmay from time to time prescribe.

Section 8.11.    Treasurer and Assistant Treasurers.

(a)        The Treasurer shall perform all the duties customary tothat office, and shall have the responsibility for and custody over all fundsand securities of the Corporation. The Treasurer shall make such disbursementsof the funds of the Corporation as are authorized and shall render from time totime an account of all such transactions. The Treasurer shall have theauthority to endorse for deposit or collection, or otherwise, all commercialpaper payable to the Corporation, and to give proper receipts or discharges forall payments to the Corporation. The Treasurer shall be responsible for allterms of credit granted by the Corporation and for the collection of all itsaccounts. The Treasurer shall have the authority to execute and deliver bonds,deeds, contracts, and stock certificates of and for the Corporation, and toaffix the corporate seal thereto by handwritten or facsimile signature and allother powers customarily appertaining to such office, except to the extentotherwise limited or enlarged. The Treasurer shall be under the supervision ofthe Chief Financial Officer and shall perform such other duties as may beprescribed to the Treasurer by the Chief Financial Officer.

(b)        Assistant Treasurersshall assist the Treasurer and, in the absence or disability of the Treasurer,perform the duties and exercise the powers of the Treasurer.

Section 8.12.    Controller and Assistant Controllers.

(a)        The Controller shall be the Chief Accounting Officer of theCorporation. The Controller shall be responsible for all matters pertaining tothe accounts of the Corporation, its subsidiaries and divisions, with thesupervision of the books of account, their installation, arrangement andclassification. The Controller shall maintain adequate records of all assets,liabilities and transactions; see that an adequate system of internal auditthereof is regularly maintained; coordinate the efforts of the Corporation'sindependent public accountants in its external audit program; receive, review,and consolidate all operating and financial statements of the Corporation andits various departments and subsidiaries; and prepare financial statements,reports and analyses. The Controller shall have supervision of the accountingpractices of the Corporation and of each subsidiary and division of theCorporation and shall prescribe the duties  and powers of the accountingpersonnel of the subsidiaries and divisions. The Controller shall cause to bemaintained an adequate system of financial control through a program ofbudgets, financial planning and interpretive reports. The Controller shallinitiate and enforce accounting measures and procedures whereby the business ofthe Corporation and its subsidiaries and divisions shall be conducted with themaximum efficiency and economy. The Controller shall have all other powerscustomarily appertaining to the office of controller, except to the extentotherwise limited or enlarged. The Controller shall be under the supervision ofthe Chief Financial Officer.

(b)        The AssistantControllers shall assist the Controller, and if the Controller is unavailable,perform the duties and exercise the powers of the Controller.

**ARTICLE****IX**

**INDEMNIFICATION**

Section 9.1.      Right to Indemnification. Each person who was or is made a party or isthreatened to be made a party to or is involved in any action, suit orproceeding, whether civil, criminal, administrative or investigative(hereinafter a "proceeding"), by reason of the fact that he or she or a personof whom he or she is the legal representative, is or was or has agreed tobecome a director or officer of the Corporation or is or was serving or hasagreed to serve at the request of the Corporation as a director, officer,employee or agent of another corporation or of a partnership, joint venture,trust or other enterprise, including service with respect to employee benefitplans, whether the basis of such proceeding is alleged action in an officialcapacity as a director or officer or in any other capacity while serving orhaving agreed to serve as a director or officer shall be indemnified and heldharmless by the Corporation to the fullest extent authorized by the DelawareGeneral Corporation Law, as the same exists or may hereafter be amended (but,in the case of any such amendment, only to the extent that such amendmentpermits the Corporation to provide broader indemnification rights than said lawpermitted the Corporation to provide prior to such amendment) against allexpense, liability and loss (including without limitation, attorneys' fees,judgments, fines or penalties and amounts paid or to be paid in settlement)reasonably incurred or suffered by such person in connection therewith, andsuch indemnification shall continue as to a person who has ceased to serve inthe capacity which initially entitled such person to indemnity hereunder andshall inure to the benefit of his or her heirs, executors and administrators; provided,however, that except as provided in Section 9.2 with respect toproceedings seeking to enforce rights to indemnification, the Corporation shallindemnify any such person seeking indemnification in connection with aproceeding (or part thereof) initiated by such person only if such proceeding(or part thereof) was authorized by the board of directors of the Corporation.The right to indemnification conferred in this Article IX shall be a contractright and shall include the right to be paid by the Corporation the expensesincurred in defending any such proceeding in advance of its final disposition; provided,however, that, if the Delaware General Corporation Law requires, thepayment of such expenses incurred by a current, former or proposed director orofficer in his or her capacity as a director or officer or proposed director orofficer (and not in any other capacity in which service was or is or has beenagreed to be rendered by such person while a director or officer, including,without limitation, service to an employee benefit plan) in advance of thefinal disposition of a proceeding, shall be made only upon delivery to theCorporation of an undertaking, by or on behalf of such indemnified person, to repayall amounts so advanced if it shall ultimately be determined that suchindemnified person is not entitled to be indemnified under this Section 9.1 orotherwise.

                        The Corporation may indemnify and holdharmless each person who was or is made  a party or is threatened to be made aparty to or is involved in any action, suit or proceeding, whether civil,criminal, administrative or investigative, by reason of the fact that he or sheis or was or has agreed to become an employee of the Corporation, or is or wasserving or has agreed to serve at the request of the Corporation as an employeeof another Corporation or of a partnership, joint venture, trust or otherwisein the same manner and to the extent and subject to such conditions as theCorporation shall determine as provided in the first paragraph of this Section9.1.

Section 9.2.      Right of Claimant to Bring Suit. If a written claim received by the Corporation fromor on behalf of an indemnified party under this Article IX is not paid in fullby the Corporation within thirty days after such receipt, the claimant may atany time thereafter bring suit against the Corporation to recover the unpaidamount of the claim and, if successful in whole or in part, the claimant shallbe entitled to be paid also the expense of prosecuting such claim. It shall bea defense to any such action (other than an action brought to enforce a claimfor expenses incurred in defending any proceeding in advance of its finaldisposition where the required undertaking, if any is required, has beentendered to the Corporation) that the claimant has not met the standards ofconduct which make it permissible under the Delaware General Corporation Lawfor the Corporation to indemnify the claimant for the amount claimed, but theburden of proving such defense shall be on the Corporation. Neither the failureof the Corporation (including its Board of Directors, independent legal counselor its stockholders) to have made a determination prior to the commencement ofsuch action that indemnification of the claimant is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in theDelaware General Corporation Law, nor an actual determination by theCorporation (including its Board of Directors, independent legal counsel or itsstockholders) that the claimant has not met such applicable standard ofconduct, shall be a defense to the action or create a presumption that theclaimant has not met the applicable standard of conduct.

Section 9.3.      Nonexclusivity of Rights. The right to indemnification and the advancement andpayment of expenses conferred in this Article IX shall not be exclusive of anyother right which any person may have or hereafter acquire under any law(common or statutory), provision of the Certificate of Incorporation of theCorporation, bylaw, agreement, vote of stockholders or disinterested directorsor otherwise.

Section 9.4.      Insurance. The Corporation may maintain insurance, at itsexpense, to protect itself and any person who is or was serving as a director,officer, employee or agent of the Corporation or is or was serving at therequest of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against anyexpense, liability or loss, whether or not the Corporation would have the powerto indemnify such person against such expense, liability or loss under theDelaware General Corporation Law.

Section 9.5.      Indemnification of Agents. The Corporation may, to the extent authorized fromtime to time by the Board of Directors, grant rights to indemnification, andrights to be paid by the Corporation the expenses incurred in defending anyproceeding in advance of its final disposition, to any agent of the Corporationto the fullest extent of the provisions of this Article IX with respect to theindemnification and advancement of expenses of directors, officers andemployees of the Corporation.

Section 9.6.      Savings Clause. If this Article IX or any portion hereof shall beinvalidated on any ground by any court of competent jurisdiction, then theCorporation shall nevertheless indemnify and hold harmless each director andofficer of the Corporation, as to costs, charges and expenses (includingattorneys' fees), judgments, fines and amounts paid in settlement with respectto any action, suit or proceeding, whether civil, criminal, administrative orinvestigative to the full extent permitted by any applicable portion of thisArticle IX that shall not have been invalidated and to the fullest extentpermitted by applicable law.

Section 9.7.      Definitions. For purposes of this Article IX, reference to the "Corporation"shall include, in addition to the Corporation, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation ormerger prior to (or, in the case of an entity specifically designated in aresolution of the Board of Directors, after) the adoption hereof and which, ifits separate existence had continued, would have had the power and authority toindemnify its directors, officers and employees or agents, so that any personwho is or was a director, officer, employee or agent of such constituentcorporation, 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 or other enterprise, shall stand in the sameposition under the provisions of this Article with respect to the resulting orsurviving corporation as such person would have with respect to suchconstituent corporation if its separate existence had continued.

**ARTICLE****X**

**CERTIFICATES REPRESENTING STOCK**

Section 10.1.    Right to Certificate. Every holder of stock in the Corporation shall beentitled to have a certificate, signed by, or in the name of the Corporationby, the Chairman of the Board, the President or a Vice President and by theSecretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer ofthe Corporation, certifying the number of shares owned by such holder in theCorporation. If the Corporation shall be authorized to issue more than oneclass of stock or more than one series of any class, the powers, designations,preferences, and relative, participating, option or other special rights ofeach class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences or rights shall be set forth in full orsummarized on the face or back of the certificate that the Corporation shallissue to represent such class or series of stock; provided, that, except asotherwise provided in Section 202 of the General Corporation Law of the Stateof Delaware, in lieu of the foregoing requirements, there may be set forth onthe face or back of the certificate that the Corporation shall issue torepresent such class or series of stock a statement that the Corporation willfurnish without charge to each stockholder who so requests the powers,designations, preferences and relative, participating, optional or otherspecial rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences or rights.

Section 10.2.    Facsimile Signatures. Any or all of the signatures on the certificate maybe facsimile. In case any officer, transfer agent or registrar who has signedor whose facsimile signature has been placed upon a certificate shall haveceased to be such officer, transfer agent, or registrar before such certificateis issued, it may be issued by the Corporation with the same effect as if suchperson were such officer, transfer agent or registrar at the date of issue.

Section 10.3.    New Certificates. The Board of Directors may direct a new certificateor certificates to be issued in place of any certificate or certificatestheretofore issued by the Corporation and alleged to have been lost, stolen, ordestroyed, upon the making of an affidavit of that fact by the person claimingthe certificate of stock to be lost, stolen, or destroyed. When authorizingsuch issue of a new certificate or certificates, the Board of Directors may, inits discretion and as a condition precedent to the issuance thereof, requirethe owner of such lost, stolen, or destroyed certificate or certificates, orsuch owner's legal representative, to give the Corporation a bond in such sumas it may direct as indemnity against any claim that may be made against theCorporation with respect to the certificate alleged to have been lost, stolen,or destroyed or the issuance of such new certificate.

Section 10.4.    Transfers. Upon surrender to the Corporation or the transferagent of the Corporation of a certificate for shares duly endorsed oraccompanied by proper evidence of succession, assignation or authority totransfer, it shall be the duty of the Corporation, subject to any properrestrictions on transfer, to issue a new certificate to the person entitledthereto, cancel the old certificate and record the transaction upon its books.

Section 10.5.    Record Date. The Board of Directors may fix, in advance, a recorddate for stockholders' meetings or for any other lawful purpose, which shall beno fewer than 10 nor more than 60 days before the date of the meeting or otheraction. A determination of stockholders of record entitled to notice of or tovote at a meeting of stockholders shall apply to any adjournment of themeeting; provided, however, that the Board of Directors may fix a new recorddate for the adjourned meeting.

Section 10.6.    Registered Stockholders. The Corporation shall be entitled to recognize theexclusive right of a person registered on its books as the owner of shares toreceive dividends and to vote as such owner, and shall not be bound torecognize any equitable or other claim to or interest in such share or shareson the part of any other person, whether or not provided by the laws of theState of Delaware.

**ARTICLE****XI**

**GENERAL PROVISIONS**

Section 11.1.    Dividends.  Dividendsupon the capital stock of the Corporation, if any, may be declared by the Boardof Directors (but not any committee thereof) at any regular or special meeting,pursuant to law. Dividends may be paid in cash, in property or in shares of thecapital stock or other securities.

Section 11.2.    Reserves. Before payment of any dividend, there may be setaside out of any funds of the Corporation available for dividends such sum orsums as the Board of Directors from time to time, in its absolute discretion,thinks proper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the Corporation, orfor such other purpose as the Board of Directors shall think conducive to theinterests of the Corporation, and the Board of Directors may modify or abolishany such reserve in the manner in which it was created.

Section 11.3.    Checks. All checks or demands for money and promissory notesof the Corporation shall be signed by such officer or officers or such otherperson or persons as the Board of Directors may from time to time prescribe.

Section 11.4.    Fiscal Year. The fiscal year of the Corporation shall be determinedby the Board of Directors.

Section 11.5.    Corporate Seal. The Board of Directors may provide for a corporateseal, which shall have the name of the Corporation inscribed thereon and shallotherwise be in such form as may be approved from time to time by the Board ofDirectors. The corporate seal, if any, may be used by causing it or a facsimilethereof to be impressed, affixed, reproduced or otherwise.

Section 11.6.    Certificate of Incorporation. To the extent of any inconsistency between theseBy-Laws and the Certificate of Incorporation of the Corporation, the terms andprovisions of the Certificate of Incorporation shall control for all purposes.

**ARTICLE****XII**

**AMENDMENTS**

Section 12.1.    Amendments to By-Laws.  Except as set forthbelow or in the Amended and Restated Certificate of Incorporation, these By-Laws may be adopted, amended or repealed by amajority of the voting power of the stockholders entitled to vote or by themajority of members of the Board of Directors.  The fact that such power hasbeen so conferred upon the directors shall not divest the stockholders of thepower, nor limit their power to adopt, amend or repeal By-Laws, except asotherwise provided in the Certificate of Incorporation.  

** **Adopted this 19th day ofOctober 2005.

/s/ William Restrepo                          

Name: William Restrepo

Title: Secretary

 

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