**Exhibit 3.2**

 

# **AMENDEDAND RESTATED**

# **BYLAWS OF**

# **COMSTOCKHOMEBUILDING COMPANIES, INC.**

#  

# **ARTICLE I**

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## **Offices**

 

SECTION 1.  RegisteredOffice.  The registered office of theCorporation in the State of Delaware shall be located at 2711 Centerville Road,Suite 400, City of Wilmington, County of New Castle.  The name of the Corporation’s registeredagent at such address shall be Corporation Service Company.  The registered office and/or registered agentof the Corporation may be changed from time to time by action of the Board ofDirectors.

 

SECTION 2.  OtherOffices.  The Corporation may have anoffice or offices other than said registered office at such place or places,either within or without the State of Delaware, as the Board of Directors shallfrom time to time determine or the business of the Corporation may require.

 

# **ARTICLEII**

#  

## **Meetings of Stockholders**

 

SECTION 1.  Placeof Meetings.  All meetings of thestockholders for the election of directors or for any other purpose shall beheld at any such place, either within or without the State of Delaware, asshall be designated from time to time by the Board of Directors and stated inthe notice of meeting or in a duly executed waiver thereof.

 

SECTION 2.  AnnualMeeting.  An annual meeting ofstockholders shall be held each year and stated in a notice of meeting or in aduly executed waiver thereof.  The date,time and place of such meeting shall be determined by the Chief ExecutiveOfficer of the Corporation; *provided that*if the Chief Executive Officer does not act, the Board of Directors shalldetermine the date, time, and place of such meeting.  At such annual meeting, the stockholdersshall elect directors to replace those directors whose terms expire at suchannual meeting and transact such other business as may properly be broughtbefore the meeting.

 

SECTION 3.  SpecialMeetings.  Special meetings ofstockholders may be called for any purpose in the manner provided in theAmended and Restated Certificate of Incorporation of the Corporation (as may befurther amended or restated from time to time, the “Certificate ofIncorporation”) and may be held at such time and place, within or without theState of Delaware, as shall be stated in a notice of meeting or in a dulyexecuted waiver of notice thereof.

 

SECTION 4.  Noticeof Meetings.  Except as otherwiseexpressly required by statute, written notice of each annual and specialmeeting of stockholders stating the date, place and hour of the meeting, and,in the case of a special meeting, the purpose or purposes for which the meetingis called, shall be given to each stockholder of record entitled to votethereat not less

 

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than ten (10) nor more than sixty (60) days before the date of themeeting.  Business transacted at anyspecial meeting of stockholders shall be limited to the purposes stated in thenotice.  Notice shall be given personallyor by mail and, if by mail, shall be sent in a postage prepaid envelope,addressed to the stockholder at his address as it appears on the records of theCorporation.  Notice by mail shall bedeemed given at the time when the same shall be deposited in the United Statesmail, postage prepaid.  Notice of anymeeting shall not be required to be given to any person who attends suchmeeting, except when such person attends the meeting in person or by proxy forthe express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called orconvened, or who, either before or after the meeting, shall submit a signed writtenwaiver of notice, in person or by proxy. Neither the business to be transacted at, nor the purpose of, an annualor special meeting of stockholders need be specified in any written waiver ofnotice.

 

SECTION 5.  Listof Stockholders.  The officer who hascharge of the stock ledger of the Corporation shall prepare and make, at leastten (10) days before each meeting of stockholders, a complete list of thestockholders entitled to vote at the meeting, arranged in alphabetical order,showing the address of and the number of shares registered in the name of eachstockholder.  Such list shall be open tothe examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten (10) days prior tothe meeting:  (i) on a reasonablyaccessible electronic network, provided that the information required to gainaccess to such list is provided with the notice of the meeting, or (ii) duringordinary business hours, at the principal place of business of theCorporation.  If the meeting is to beheld at a place, then the list shall be produced and kept at the time and placeof the meeting during the whole time thereof, and may be inspected by anystockholder who is present.

 

SECTION 6.  Quorum;Adjournments.  The holders of amajority of the voting power of the issued and outstanding stock of theCorporation entitled to vote thereat, present in person or represented byproxy, shall constitute a quorum for the transaction of business at allmeetings of stockholders, except as otherwise provided by statute or by theCertificate of Incorporation.  If,however, such quorum shall not be present or represented by proxy at anymeeting of stockholders, the stockholders entitled to vote thereat, present inperson or represented by proxy, shall have the power to adjourn the meetingfrom time to time, without notice other than announcement at the meeting, untila quorum shall be present or represented by proxy.  At such adjourned meeting at which a quorumshall be present or represented by proxy, any business may be transacted whichmight have been transacted at the meeting as originally called.  If the adjournment is for more than thirty(30) days, or, if after adjournment a new record date is set, a notice of theadjourned meeting shall be given to each stockholder of record entitled to voteat the meeting.

 

SECTION 7.  Organization.  At each meeting of stockholders, the Chairmanof the Board, if one shall have been elected, or, in his absence or if oneshall not have been elected, the Chief Executive Officer shall act as chairmanof the meeting.  The Secretary or, in hisabsence or inability to act, the person whom the chairman of the meeting shallappoint secretary of the meeting shall act as secretary of the meeting and keepthe minutes thereof.

 

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SECTION 8.  Orderof Business.  The order of businessat all meetings of the stockholders shall be as determined by the chairman ofthe meeting.

 

SECTION 9.  Voting.  Except as otherwise provided by theCertificate of Incorporation (including pursuant to any duly authorizedcertificate of designation) or the General Corporation Law of the State ofDelaware, each stockholder of the Corporation shall be entitled at each meetingof stockholders to one (1) vote for each share of capital stock of theCorporation standing in his name on the record of stockholders of theCorporation:

 

(a)           onthe date fixed pursuant to the provisions of Section 14 of Article II of theseAmended and Restated Bylaws (the “Bylaws”) as the record date for thedetermination of the stockholders who shall be entitled to notice of and tovote at such meeting; or

 

(b)           ifno such record date shall have been so fixed, then at the close of business onthe day next preceding the day on which notice thereof shall be given, or, ifnotice is waived, at the close of business on the date next preceding the dayon which the meeting is held.

 

Each stockholder entitled to vote at any meeting of stockholders mayauthorize another person or persons to act for him by a proxy which is inwriting or transmitted as permitted by law, including, without limitation,electronically, via telegram, internet, interactive voice response system, orother means of electronic transmission executed or authorized by suchstockholder or his attorney-in-fact, but no proxy shall be voted after (3)three years from its date, unless the proxy provides for a longer period.  Any such proxy shall be delivered to thesecretary of the meeting at or prior to the time designated in the order ofbusiness for so delivering such proxies. Any proxy transmitted electronically shall set forth information fromwhich it can be determined by the secretary of the meeting that such electronictransmission was authorized by the stockholder. When a quorum is present at any meeting, the vote of the holders of amajority of the voting power of the issued and outstanding stock of theCorporation entitled to vote thereon, present and voting, in person orrepresented by proxy, shall decide any question brought before such meeting,unless the question is one upon which by express provision of statute or of theCertificate of Incorporation or of these Bylaws, a different vote is required,in which case such express provision shall govern and control the decision ofsuch question.  Unless required bystatute, or determined by the chairman of the meeting to be advisable, the voteon any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholdervoting, or by his proxy, if there be such proxy, and shall state the number ofshares voted and the number of votes to which each share is entitled.

 

SECTION 10.  Inspectors.  The Board of Directors may, in advance of anymeeting of stockholders, appoint one or more inspectors to act at such meetingor any adjournment thereof.  If any ofthe inspectors so appointed shall fail to appear or act, the chairman of themeeting shall, or if inspectors shall not have been appointed, the chairman ofthe meeting may, appoint one or more inspectors.  Each inspector, before entering upon thedischarge of his duties, shall take and sign an oath faithfully to execute theduties of inspector at such meeting with strict impartiality and according tothe best of his ability.  The inspectorsshall determine the number of shares of

 

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capital stock of the Corporation outstanding and the voting power ofeach, the number of shares represented at the meeting, the existence of aquorum, the validity and effect of proxies, and shall receive votes, ballots orconsents, hear and determine all challenges and questions arising in connectionwith the right to vote, count and tabulate all votes, ballots or consents,determine the results, and do such acts as are proper to conduct the electionor vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make areport in writing of any challenge, request or matter determined by them andshall execute a certificate of any fact found by them.  No director or candidate for the office ofdirector shall act as an inspector of an election of directors.  Inspectors need not be stockholders.

 

SECTION 11.  AdvanceNotice Provisions for Election of Directors.  Only persons who are nominated in accordancewith the following procedures shall be eligible for election as directors ofthe Corporation.  Nominations of personsfor election to the Board of Directors may be made at any annual meeting ofstockholders, or at any special meeting of stockholders called for the purposeof electing directors as provided under Section 3 of this Article II, (a) by orat the direction of the Board of Directors (or any duly authorized committeethereof) or (b) by any stockholder of the Corporation (i) who is a stockholderof record on the date of the giving of the notice provided for in this Section11 and on the record date for the determination of stockholders entitled tovote at such meeting and (ii) who complies with the notice procedures set forthin this Section 11.

 

In addition to any other applicable requirements, fora nomination to be made by a stockholder such stockholder must have giventimely notice thereof in proper written form to the Secretary of the Corporation.

 

To be timely, a stockholder’s notice to the Secretarymust be delivered to or mailed and received at the principal executive officesof the Corporation (a) in the case of an annual meeting, not less than ninety(90) days nor more than one hundred twenty (120) days prior to the date of theanniversary of the previous year’s annual meeting; *provided, however*, that in the event the annual meeting isscheduled to be held on a date more than thirty (30) days prior to or delayedby more than sixty (60) days after such anniversary date, notice by thestockholder in order to be timely must be so received not earlier than onehundred twenty (120) days prior to such annual meeting, and not later than thelater of the close of business ninety (90) days prior to such annual meeting orthe tenth (10th) day following the day on which such notice of the date of theannual meeting was mailed or such public disclosure of the date of the annualmeeting was made and (b) in the case of a special meeting of stockholders calledfor the purpose of electing directors, not later than the close of business onthe tenth (10th) day following the day on which notice of the date of thespecial meeting was mailed or public disclosure of the date of the specialmeeting was made, whichever first occurs.

 

To be in proper written form, a stockholder’s noticeto the Secretary must set forth (a) as to each person whom the stockholderproposes to nominate for election as a director (i) the name, age, businessaddress and residence address of the person, (ii) the principal occupation oremployment of the person, (iii) the class or series and number of shares ofcapital stock of the Corporation which are owned beneficially or of record bythe person and (iv) any other information relating to the person that would berequired to be disclosed in a proxy statement or

 

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other filings required to be made in connection with solicitations ofproxies for election of directors pursuant to Section 14 of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), and the rules andregulations promulgated thereunder; and (b) as to the stockholder giving thenotice (i) the name and record address of such stockholder, (ii) the class orseries and number of shares of capital stock of the Corporation which are ownedbeneficially or of record by such stockholder, (iii) a description of allarrangements or understandings between such stockholder and each proposednominee and any other person or persons (including their names) pursuant towhich the nomination(s) are to be made by such stockholder, (iv) arepresentation that such stockholder intends to appear in person or by proxy atthe meeting to nominate the persons named in its notice and (v) any other informationrelating to such stockholder that would be required to be disclosed in a proxystatement or other filings required to be made in connection with solicitationsof proxies for election of directors pursuant to Section 14 of the Exchange Actand the rules and regulations promulgated thereunder.  Such notice must be accompanied by a writtenconsent of each proposed nominee to being named as a nominee and to serve as adirector if elected.

 

No person shall be eligible for election as a directorof the Corporation unless nominated in accordance with the procedures set forthin this Section 11.  If the chairman ofthe meeting determines that a nomination was not made in accordance with theforegoing procedures, the chairman shall declare to the meeting that thenomination was defective and such defective nomination shall be disregarded.

 

SECTION 12.  AdvanceNotice Provisions for Business to be Transacted at Annual Meeting.  No business may be transacted at an annualmeeting of stockholders, other than business that is either (a) specified inthe notice of meeting (or any supplement thereto) given by or at the directionof the Board of Directors (or any duly authorized committee thereof), (b)otherwise properly brought before the annual meeting by or at the direction ofthe Board of Directors (or any duly authorized committee thereof) or (c)otherwise properly brought before the annual meeting by any stockholder of theCorporation (i) who is a stockholder of record on the date of the giving of thenotice provided for in this Section 12 and on the record date for thedetermination of  stockholders entitledto vote at such annual meeting and (ii) who complies with the notice proceduresset forth in this Section 12.

 

In addition to any other applicable requirements, forbusiness to be properly brought before an annual meeting by a stockholder, suchstockholder must have given timely notice thereof in proper written form to theSecretary of the Corporation.

 

To be timely, a stockholder’s notice to the Secretarymust be delivered to or mailed and received at the principal executive officesof the Corporation not less than ninety (90) days nor more than one hundredtwenty (120) days prior to the date of the anniversary of the previous year’sannual meeting; *provided, however*,that in the event the annual meeting is scheduled to be held on a date morethan thirty (30) days prior to or delayed by more than sixty (60) days aftersuch anniversary date, notice by the stockholder in order to be timely must beso received not earlier than one hundred twenty (120) days prior to such annualmeeting, and not later than the later of the close of business ninety (90) daysprior to such annual meeting or the tenth (10th) day

 

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following the day on which such notice of the date of the annualmeeting was mailed or such public disclosure of the date of the annual meetingwas made.

 

To be in proper written form, a stockholder’s noticeto the Secretary must set forth as to each matter such stockholder proposes tobring before the annual meeting (i) a brief description of the business desiredto be brought before the annual meeting and the reasons for conducting suchbusiness at the annual meeting, (ii) the name and record address of such stockholder,(iii) the class or series and number of shares of capital stock of theCorporation which are owned beneficially or of record by such stockholder, (iv)a description of all arrangements or understandings between such stockholderand any other person or persons (including their names) in connection with theproposal of such business by such stockholder and any material interest of suchstockholder in such business and (v) a representation that such stockholderintends to appear in person or by proxy at the annual meting to bring suchbusiness before the meeting.

 

No business shall be conducted at the annual meetingof stockholders except business brought before the annual meeting in accordancewith the procedures set forth in this Section 12; *provided, however*, that, once business has been properlybrought before the annual meeting in accordance with such procedures, nothingin this Section 12 shall be deemed to preclude discussion by any stockholder ofany such business.  If the chairman of anannual meeting determines that business was not properly brought before theannual meeting in accordance with the foregoing procedures, the chairman shalldeclare to the meeting that the business was not properly brought before themeeting and such business shall not be transacted.

 

SECTION 13.  Actionby Written Consent.  For so long as either any class of theCorporation’s capital stock is registered under Section 12 of the ExchangeAct, or the Corporation is required to file periodic reports with theSecurities and Exchange Commission pursuant to Section 15(d) of theExchange Act with respect to any class of the Corporation’s capital stock:  (i) the stockholders of the corporationmay not take any action by written consent in lieu of a meeting, and must takeany actions at a duly called annual or special meeting of stockholders and thepower of stockholders to consent in writing without a meeting is specificallydenied.

 

SECTION 14.  Fixingthe Record Date.  In order that theCorporation may determine the stockholders entitled to notice of or to vote atany meeting of stockholders or any adjournment thereof, or entitled to receivepayment of any dividend or other distribution or allotment of any rights, orentitled to exercise any rights in respect of any change, conversion orexchange of stock or for the purpose of any other lawful action, the Board ofDirectors may fix, in advance, a record date, which shall not be more thansixty (60) nor less than ten (10) days before the date of such meeting, normore than sixty (60) days prior to any other action.  If no record date is fixed by the Board ofDirectors, the record date for determining stockholders entitled to notice ofor to vote at a meeting of stockholders shall be the close of business on theday next preceding the day on which notice is given, or if notice is waived, atthe close of business on the day next preceding the day on which the meeting isheld.  A determination of stockholders ofrecord entitled to notice of or to vote at a meeting of stockholders shallapply to any adjournment of the meeting;

 

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*provided, however*, that the Boardof Directors may fix a new record date for the adjourned meeting.

 

# **ARTICLE III**

 

## **Board of Directors**

 

SECTION 1.  GeneralPowers.  The business and affairs ofthe Corporation shall be managed by or under the direction of the Board ofDirectors.  The Board of Directors mayexercise all such authority and powers of the Corporation and do all suchlawful acts and things as are not by statute or the Certificate ofIncorporation directed or required to be exercised or done by the stockholders.

 

SECTION 2.  Number,Election and Term.  Subject to anyrights of the holders of any class or series of Preferred Stock to electadditional directors under specified circumstances, the number of directorswhich shall constitute the Board of Directors shall be fixed from time to timeby resolution adopted by the affirmative vote of a majority of the total numberof directors then in office.  The directorsshall be elected by a plurality of the votes of the shares present in person orrepresented by proxy at the meeting and entitled to vote in the election ofdirectors; provided, however, whenever the holders of any class or series ofPreferred Stock of the Corporation are entitled to elect one or more directorspursuant to the provisions of the Certificate of Incorporation (includingpursuant to any duly authorized certificate of designation), such directorsshall be elected by a plurality of the votes of such class or series ofPreferred Stock present in person or represented by proxy at the meeting andentitled to vote in the election of such directors.  The directors shall be elected and shall holdoffice in the manner provided in the Certificate of Incorporation.

 

SECTION 3.  Placeof Meetings.  Meetings of the Boardof Directors shall be held at such place or places, within or without the Stateof Delaware, as the Board of Directors may from time to time determine or asshall be specified in the notice of any such meeting.

 

SECTION 4.  AnnualMeetings.  The Board of Directorsshall meet for the purpose of organization, the election of officers and thetransaction of other business, as soon as practicable after each annual meetingof stockholders, on the same day and at the same place where such annualmeeting shall be held.  In the event suchannual meeting is not so held, the annual meeting of the Board of Directors maybe held at such other time or place (within or without the State of Delaware) asshall be specified in a notice thereof given as hereinafter provided in Section7 of this Article III.

 

SECTION 5.  RegularMeetings.  Regular meetings of theBoard of Directors shall he held at such time and place as the Board ofDirectors may fix.  If any day fixed fora regular meeting shall be a legal holiday at the place where the meeting is tobe held, then the meeting which would otherwise be held on that day shall beheld at the same hour on the next succeeding business day.

 

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SECTION 6.  SpecialMeetings.  Special meetings of theBoard of Directors may be called by the Chairman of the Board, if one shallhave been elected, or by two or more directors of the Corporation or by theChief Executive Officer.

 

SECTION 7.  Noticeof Meetings.  Notice of regularmeetings of the Board of Directors need not be given except as otherwiserequired by law or these Bylaws.  Noticeof each special meeting of the Board of Directors, and of each regular andannual meeting of the Board of Directors for which notice shall be required,shall be given by the Secretary as hereinafter provided in this Section 7, inwhich notice shall be stated the time and place of the meeting.  Except as otherwise required by these Bylaws,such notice need not state the purposes of such meeting.  Notice of any special meeting, and of anyregular or annual meeting for which notice is required, shall be given to eachdirector at least (a) twenty-four (24) hours before the meeting if by telephoneor by being personally delivered or sent by telex, telecopy, or similar meansor (b) five (5) days before the meeting if delivered by mail to the director’sresidence or usual place of business. Such notice shall be deemed to be delivered when deposited in the UnitedStates mail so addressed, with postage prepaid, or when transmitted if sent bytelex, telecopy, or similar means. Neither the business to be transacted at, nor the purpose of, anyspecial meeting of the Board of Directors need be specified in the notice orwaiver of notice of such meeting.  Anydirector may waive notice of any meeting by a writing signed by the directorentitled to the notice and filed with the minutes or corporate records.

 

SECTION 8.  Waiverof Notice and Presumption of Assent. Any member of the Board of Directors or any committee thereof who ispresent at a meeting shall be conclusively presumed to have waived notice ofsuch meeting except when such member attends for the express purpose ofobjecting at the beginning of the meeting to the transaction of any businessbecause the meeting is not lawfully called or convened.  Such member shall be conclusively presumed tohave assented to any action taken unless his or her dissent shall be entered inthe minutes of the meeting or unless his or her written dissent to such actionshall be filed with the person acting as the secretary of the meeting beforethe adjournment thereof or shall be forwarded by registered mail to theSecretary of the Corporation immediately after the adjournment of themeeting.  Such right to dissent shall notapply to any member who voted in favor of such action.

 

SECTION 9.  Quorumand Manner of Acting.  A majority ofthe entire Board of Directors shall constitute a quorum for the transaction ofbusiness at any meeting of the Board of Directors, and, except as otherwiseexpressly required by statute or the Certificate of Incorporation or theseBylaws, the act of a majority of the directors present at any meeting at whicha quorum is present shall be the act of the Board of Directors.  In the absence of a quorum at any meeting ofthe Board of Directors, a majority of the directors present thereat may adjournsuch meeting to another time and place. Notice of the time and place of any such adjourned meeting shall begiven to all of the directors unless such time and place were announced at themeeting at which the adjournment was taken, in which case such notice shallonly be given to the directors who were not present thereat.  At any adjourned meeting at which a quorum ispresent, any business may be transacted which might have been transacted at themeeting as originally called.  Thedirectors shall act only as a Board and the individual directors shall have nopower as such.

 

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SECTION 10.  Organization.  At each meeting of the Board of Directors,the Chairman of the Board, if one shall have been elected, or, in the absenceof the Chairman of the Board or if one shall not have been elected, the ChiefExecutive Officer (or, in his absence, another director chosen by a majority ofthe directors present) shall act as chairman of the meeting and presidethereat.  The Secretary or, in hisabsence, any person appointed by the chairman, shall act as secretary of themeeting and keep the minutes thereof.

 

SECTION 11.  Resignations;Newly Created Directorships; Vacancies; and Removals.  Any director of the Corporation may resign atany time by giving notice in writing or by electronic transmission of hisresignation to the Corporation.  Any suchresignation shall take effect at the time specified therein or, if the timewhen it shall become effective shall not be specified therein, immediately uponits receipt.  Unless otherwise specifiedtherein, the acceptance of such resignation shall not be necessary to make iteffective.  Newly created directorshipsresulting from any increase in the number of directors or any vacancies in theBoard of Directors resulting from death, resignation, retirement,disqualification, removal or any other cause shall be filled in the mannerprovided in the Certificate of Incorporation. Any director may be removed in the manner provided in the Certificate ofIncorporation.

 

SECTION 12.  Compensation.  The Board of Directors shall have authorityto fix the compensation, including fees and reimbursement of expenses, ofdirectors for services to the Corporation in any capacity.

 

SECTION 13.  Committees.  The Board of Directors may, by resolutionpassed by a majority of the entire Board of Directors, designate one or morecommittees, including an executive committee, each committee to consist of oneor more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternatemembers of any committee, who may replace any absent or disqualified member atany meeting of the committee.  Except tothe extent restricted by statute or the Certificate of Incorporation, each suchcommittee, to the extent provided in the resolution creating it, shall have andmay exercise all the powers and authority of the Board of Directors and mayauthorize the seal of the Corporation to be affixed to all papers which requireit.  Each such committee shall serve atthe pleasure of the Board of Directors and have such name as may be determinedfrom time to time by resolution adopted by the Board of Directors.  Each committee shall keep regular minutes ofits meetings and report the same to the Board of Directors.

 

SECTION 14.  CommitteeRules.  Each committee of the Boardof Directors may fix its own rules of procedure and shall hold its meetings asprovided by such rules, except as may otherwise be provided by a resolution ofthe Board of Directors designating such committee.  Unless otherwise provided in such aresolution, the presence of at least a majority of the members of the committeeshall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternatesare designated by the Board of Directors as provided in Section 13 of thisArticle III, of such committee is or are absent or disqualified, 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 placeof any such absent or disqualified member.

 

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SECTION 15.  Actionby Written Consent.  Unlessrestricted by the Certificate of Incorporation, any action required or permittedto be taken by the Board of Directors or any committee thereof may be takenwithout a meeting if all members of the Board of Directors or such committee,as the case may be, consent thereto in writing or by electronic transmission,and the writing or writings are filed with the minutes of the proceedings ofthe Board of Directors or such committee, as the case may be.  Such filing shall be in paper form if theminutes are maintained in paper form and shall be in electronic form if theminutes are maintained in electronic form.

 

SECTION 16.  Telephonicand Other Meetings.  Unlessrestricted by the Certificate of Incorporation, any one or more members of theBoard of Directors or any committee thereof may participate in a meeting of theBoard of Directors or such committee by means of a conference telephone orother communications equipment by means of which all persons participating inthe meeting can hear each other. Participation by such means shall constitute presence in person at ameeting.

 

# **ARTICLEIV**

#  

## **Officers**

## ** **

SECTION 1.  Numberand Qualifications.  The officers ofthe Corporation shall be elected by the Board of Directors and shall includethe Chief Executive Officer, the President and Chief Operating Officer, theChief Financial Officer, and the Secretary. The Corporation may also have, at the discretion of the Board ofDirectors, such other officers as are desired, including a Chairman of theBoard, one or more Vice Presidents, one or more Assistant Treasurers, one ormore Assistant Secretaries, and such other officers as may be necessary ordesirable for the business of the Corporation. In the event there are two or more Vice Presidents, then one or more maybe designated as Executive Vice President, Senior Vice President, or othersimilar or dissimilar title.  As the timeof the election of officers, the directors may by resolution determine theorder of their rank.  Any number ofoffices may be held by the same person, and no officer except the Chairman ofthe Board, if any, need be a director. In its discretion, the Board of Directors may choose not to fill anyoffice for any period as it may deem advisable, except that the offices ofChief Executive Officer and Secretary shall be filled as expeditiously aspossible.

 

SECTION 2.  Electionand Term of Office.  The officers ofthe Corporation shall be elected annually by the Board of Directors at itsfirst meeting held after each annual meeting of stockholders or as soonthereafter as conveniently may be.  TheChairman of the Board, if any, and Chief Executive Officer shall be electedannually by the Board of Directors at the first meeting of the Board ofDirectors held after each annual meeting of stockholders or as soon thereafteras is convenient.  Vacancies may befilled or new offices created and filled at any meeting of the Board ofDirectors.  Each officer shall holdoffice until his successor shall have been duly elected and shall havequalified, or until his death, or until he shall have resigned or have beenremoved, as hereinafter provided in these Bylaws.

 

SECTION 3.  Resignations.  Any officer of the Corporation may resign atany time by giving written notice of his resignation to the Corporation.  Any such resignation shall take effect

 

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at the time specified therein or, if the time when it shall becomeeffective shall not be specified therein, immediately upon receipt.  Unless otherwise specified therein, theacceptance of any such resignation shall not be necessary to make it effective.

 

SECTION 4.  Removal.  Any officer of the Corporation may beremoved, either with or without cause, at any time, by the Board of Directorsat any meeting thereof.

 

SECTION 5.  Vacancies.  Any vacancy occurring in any office becauseof death, resignation, removal, disqualification or otherwise, may be filled bythe Board of Directors for the unexpired portion of the term by the Board ofDirectors then in office.

 

SECTION 6.  Compensation.  The compensation of the officers of theCorporation for their services as such officers shall be fixed from time totime by the Board of Directors.  Anofficer of the Corporation shall not be prevented from receiving compensationby reason of the fact that he is also a director of the Corporation.

 

SECTION 7.  Chairmanof the Board.  The Chairman of theBoard, if such an officer be elected, shall, if present, preside at allmeetings of the Board of Directors and exercise and perform such other powersand duties as may be from time to time assigned to him by the Board ofDirectors or prescribed by these Bylaws. If there is no Chief Executive Officer, the Chairman of the Board shallin addition be the Chief Executive Officer of the Corporation and shall havethe powers and duties prescribed in Section 8 of this Article IV.

 

SECTION 8.  ChiefExecutive Officer.  The ChiefExecutive Officer shall be the chief executive officer of the Corporation andshall have the powers and perform the duties incident to that position.  He shall, in the absence of the Chairman ofthe Board, or if a Chairman of the Board shall not have been elected, presideat each meeting of the Board of Directors or the stockholders.  He shall be an ex-officio member of allcommittees.  Subject to the powers of theBoard of Directors, he shall be in the general and active charge of the entirebusiness and affairs of the Corporation, including authority over its officers,agents and employees, and shall have such other duties as may from time to timebe assigned to him by the Board of Directors. The Chief Executive Officer shall see that all orders and resolutions ofthe Board of Directors are carried into effect, and execute bonds, mortgagesand other contracts requiring a seal under the seal of the Corporation, exceptwhere required or permitted by law to be otherwise signed and executed andexcept where the signing and execution thereof shall be expressly delegated bythe Board of Directors to some other officer or agent of the Corporation.

 

SECTION 9.  Presidentand Chief Operating Officer.  ThePresident and Chief Operating Officer shall be the chief operating officer ofthe Corporation.  He shall perform allduties incident to the office of President, and be responsible for the generaldirection of the operations of the business, reporting to the Chief ExecutiveOfficer, and shall have such other duties as may from time to time be assignedto him by the Board of Directors or as may be provided in these Bylaws.  At the written request of the Chief ExecutiveOfficer, or in his absence or in the event of his inability to act, thePresident shall perform the duties of the Chief Executive Officer, and, when soacting, shall have the powers of and be subject to the restrictions placed uponthe Chief Executive Officer in respect of the performance of such duties.

 

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SECTION 10.  VicePresident.  Each Vice President shallperform all such duties as from time to time may be assigned to him by theBoard of Directors.  At the writtenrequest of the President, or in the absence or disability of the President, theVice Presidents, in order of their rank as fixed by the Board of Directors, orif not ranked, the Vice President designated by the Board of Directors, shallperform the duties of the President, and when so acting shall have all thepowers of and be subject to all the restrictions placed upon the President inrespect of the performance of such duties.

 

SECTION 11.  ChiefFinancial Officer.  The ChiefFinancial Officer shall:

 

(a)           havecharge and custody of, and be responsible for, all the funds and securities ofthe Corporation;

 

(b)           keepfull and accurate accounts of receipts and disbursements in books belonging tothe Corporation;

 

(c)           depositall moneys and other valuables to the credit of the Corporation in suchdepositories as may be designated by the Board of Directors or pursuant to itsdirection;

 

(d)           receive,and give receipts for, moneys due and payable to the Corporation from anysource whatsoever;

 

(e)           disbursethe funds of the Corporation and supervise the investments of its funds, takingproper vouchers therefore;

 

(f)            renderto the Board of Directors, whenever the Board of Directors may require, anaccount of the financial condition of the Corporation; and

 

(g)           ingeneral, perform all duties incident to the office of Chief Financial Officerand such other duties as from time to time may be assigned to him by the Boardof Directors.

 

The Chief FinancialOfficer may also be the Treasurer if so determined by the Board of Directors.

 

SECTION 12.  Secretary.  The Secretary shall:

 

(a)           keepor cause to be kept in one or more books provided for the purpose, the minutesof all meetings of the Board of Directors, the committees of the Board ofDirectors and the stockholders;

 

(b)           seethat all notices are duly given in accordance with the provisions of theseBylaws and as required by law;

 

(c)           becustodian of the records and the seal of the Corporation and affix and attestthe seal to all certificates for shares of the Corporation

 

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(unless the seal of the Corporation on suchcertificates shall be a facsimile, as hereinafter provided) and affix andattest the seal to all other documents to be executed on behalf of theCorporation under its seal;

 

(d)           seethat the books, reports, statements, certificates and other documents andrecords required by law to be kept and filed are properly kept and filed; and

 

(e)           ingeneral, perform all duties incident to the office of Secretary and such otherduties as from time to time may be assigned to him by the Board of Directors.

 

SECTION 13.  TheAssistant Treasurer.  The AssistantTreasurer, or if there shall be more than one, the Assistant Treasurers in theorder determined by the Board of Directors (or, if there be no such determination,then in the order of their election), shall, in the absence of the Treasurer orin the event of his inability to act or his failure to act (in violation of aduty to act or in contravention of direction to act by the Board of Directors),perform the duties and exercise the powers of the Treasurer and shall performsuch other duties as from time to time may be assigned by the Board ofDirectors.

 

SECTION 14.  TheAssistant Secretary.  The AssistantSecretary, or if there be more than one, the Assistant Secretaries in the orderdetermined by the Board of Directors (or if there be no such determination,then in the order of their election), shall, in the absence of the Secretary orin the event of his inability to act or his failure to act (in violation of aduty to act or in contravention of direction to act by the Board of Directors),perform the duties and exercise the powers of the Secretary and shall performsuch other duties as from time to time may be assigned by the Board ofDirectors.

 

SECTION 15.  OtherOfficers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whoseduties are provided for in these Bylaws, shall have such authority and performsuch duties as may from time to time be prescribed by resolution of the Boardof Directors.

 

SECTION 16.  Officers’Bonds or Other Security.  If requiredby the Board of Directors, any officer of the Corporation shall give a bond orother security for the faithful performance of his duties, in such amount andwith such surety as the Board of Directors may require.

 

SECTION 17.  Absenceor Disability of Officers.  In thecase of the absence or disability of any officer of the Corporation and of anyperson hereby authorized to act in such officer’s place during such officer’sabsence or disability, the Board of Directors may by resolution delegate thepowers and duties of such officer to any other officer or to any director, orto any other person whom it may select.

 

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# **ARTICLE V**

#  

## **Stock Certificates and Their Transfer**

## ** **

SECTION 1.  StockCertificates.  The Board of Directorsmay issue stock certificates, or may provide by resolution or resolutions thatsome or all of any or all classes or series of stock of the Corporation shallbe uncertificated shares of stock. Notwithstanding the adoption of such a resolution by the Board ofDirectors, every holder of stock represented by a certificate and, uponrequest, every holder of uncertificated shares shall be entitled to have acertificate, signed by, or in the name of the Corporation by, the Chairman ofthe Board or, the Chief Executive Officer, the President or a Vice-Presidentand by the  Chief Financial Officer or anAssistant Treasurer or the Secretary or an Assistant Secretary of theCorporation, certifying the number of shares owned by him or her in theCorporation.  A certificate representingshares issued by the Corporation shall, if the Corporation is authorized to issuemore than one class or series of stock, set forth upon the face or back of thecertificate, or shall state that the Corporation will furnish to anystockholder upon request and without charge, a full statement of thedesignations, preferences and relative, participating, optional or other specialrights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights.  The Corporation shall furnish to any holderof uncertificated shares, upon request and without charge, a full statement ofthe 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 and/or rights.  Any request by a holder for a certificateshall be in writing and directed to the Secretary of the Corporation.

 

SECTION 2.  FacsimileSignatures.  Any or all of thesignatures on a certificate may be a facsimile, engraved or printed.  In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent or registrarbefore such certificate is issued, it may be issued by the Corporation with thesame effect as if he or she were such officer, transfer agent or registrar atthe date of issue.

 

SECTION 3.  LostCertificates.  The Board of Directorsmay direct a new certificate or certificates to be issued in place of anycertificate or certificates theretofore issued by the Corporation alleged tohave been lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, theBoard of Directors may, in its discretion and as a condition precedent to theissuance thereof, require the owner of such lost, stolen, or destroyedcertificate or certificates, or his legal representative, to give theCorporation a bond in such sum as it may direct sufficient to indemnify itagainst any claim that may be made against the Corporation on account of thealleged loss, theft or destruction of any such certificate or the issuance ofsuch new certificate

 

SECTION 4.  Transfersof Stock.  Upon surrender to theCorporation or the transfer agent of the Corporation of a certificate forshares duly endorsed or accompanied by proper evidence of succession,assignment or authority to transfer, it shall be the duty of the Corporation toissue a new certificate to the person entitled thereto, cancel the oldcertificate and record the transaction upon its records; *provided,however*, that the Corporation shall be entitled to recognize and

 

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enforce any lawful restriction on transfer.  Whenever any transfer of stock shall be madefor collateral security, and not absolutely, it shall be so expressed in theentry of transfer if, when the certificates are presented to the Corporationfor transfer, both the transferor and the transferee request the Corporation todo so.

 

SECTION 5.  TransferAgents and Registrars.  The Board ofDirectors may appoint, or authorize any officer or officers to appoint, one ormore transfer agents and one or more registrars.

 

SECTION 6.  Regulations.  The Board of Directors may make suchadditional rules and regulations, not inconsistent with these Bylaws, as it maydeem expedient concerning the issue, transfer and registration of certificatesfor shares of stock of the Corporation.

 

SECTION 7.  RegisteredStockholders.  The Corporation shallbe entitled to recognize the exclusive right of a person registered on itsrecords as the owner of shares of stock to receive dividends and to vote assuch owner, shall be entitled to hold liable for calls and assessments a personregistered on its records as the owner of shares of stock, and shall not bebound to recognize any equitable or other claim to or interest in such share orshares of stock on the part of any other person, whether or not it shall haveexpress or other notice thereof, except as otherwise provided by the laws ofDelaware.

 

# **ARTICLEVI**

#  

## **General Provisions**

 

SECTION 1.  Dividends.  Subject to the provisions of statutes and theCertificate of Incorporation, dividends upon the shares of capital stock of theCorporation may be declared by the Board of Directors at any regular or specialmeeting.  Dividends may be paid in cash,in property or in shares of stock of the Corporation, unless otherwise providedby statute or the Certificate of Incorporation.

 

SECTION 2.  Reserves.  Before payment of any dividend, there may beset aside out of any funds of the Corporation available for dividends such sumor sums as the Board of Directors may, from time to time, in its absolutediscretion, think proper as a reserve or reserves to meet contingencies, or forequalizing dividends, or for repairing or maintaining any property of theCorporation or for such other purpose as the Board of Directors may thinkconducive to the interests of the Corporation. The Board of Directors may modify or abolish any such reserves in themanner in which it was created.

 

SECTION 3.  Seal.  The seal of the Corporation shall be in suchform as shall be approved by the Board of Directors, which form may be changedby resolution of the Board of Directors.

 

SECTION 4.  FiscalYear.  The fiscal year of theCorporation shall end on December 31 of each fiscal year and maythereafter be changed by resolution of the Board of Directors.

 

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SECTION 5.  Checks, Notes, Drafts, Etc.  All checks, notes, drafts or otherorders for the payment of money of the Corporation shall be signed, endorsed oraccepted in the name of the Corporation by such officer, officers, person orpersons as from time to time may be designated by the Board of Directors or byan officer or officers authorized by the Board of Directors to make suchdesignation.

 

SECTION 6.  Executionof Contracts, Deeds, Etc.  The Boardof Directors may authorize any officer or officers, agent or agents, in thename and on behalf of the Corporation to enter into or execute and deliver anyand all deeds, bonds, mortgages, contracts and other obligations orinstruments, and such authority may be general or confined to specificinstances.

 

SECTION 7.  Loans.  The Corporation may lend money to, orguarantee any obligation of, or otherwise assist any officer (other than anamed executive officer, as defined by the Securities and Exchange Commission)or other employee of the Corporation or of its subsidiary, including anyofficer or employee who is a director of the Corporation or its subsidiary,whenever, in the judgment of the directors, such loan, guaranty or assistancemay reasonably be expected to benefit the Corporation.  The loan, guaranty or other assistance may bewith or without interest, and may be unsecured, or secured in such manner asthe board of Directors shall approve, including, without limitation, a pledgeof shares of stock of the Corporation. Nothing in this section contained shall be deemed to deny, limit orrestrict the powers of guaranty or warranty of the Corporation at common law orunder any statute.

 

SECTION 8.  Votingof Stock in Other Corporations. Unless otherwise provided by resolution of the Board of Directors, theChairman of the Board, or the Chief Executive Officer, from time to time, may(or may appoint one or more attorneys or agents to) cast the votes which theCorporation may be entitled to cast as a shareholder or otherwise in any othercorporation, any of whose shares or securities may be held by the Corporation,at meetings of the holders of the shares or other securities of such othercorporation.  In the event one or moreattorneys or agents are appointed, the Chairman of the Board, or the ChiefExecutive Officer may instruct the person or persons so appointed as to themanner of casting such votes or giving such consent.  The Chairman of the Board, or the ChiefExecutive Officer may, or may instruct the attorneys or agents appointed to,execute or cause to be executed in the name and on behalf of the Corporationand under its seal or otherwise, such written proxies, consents, waivers orother instruments as may be necessary or proper in the circumstances.

 

SECTION 9.  Inspectionof Books and Records.  Anystockholder of record, in person or by attorney or other agent, shall, uponwritten demand under oath stating the purpose thereof, have the right duringthe usual hours for business to inspect for any proper purpose theCorporation’s stock ledger, a list of its stockholders, and its other books andrecords, and to make copies or extracts therefrom.  A proper purpose shall mean any purposereasonably related to such person’s interest as a stockholder.  In every instance where an attorney or otheragent shall be the person who seeks the right of inspection, the demand underoath shall be accompanied by a power of attorney or such other writing whichauthorizes the attorney or other agent to so act on behalf of thestockholder.  The demand under oath shallbe directed to the Corporation at its registered office in the State ofDelaware or at its principal place of business.

 

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SECTION 10.  InconsistencyProvisions.  In the event that anyprovision of these Bylaws is or becomes inconsistent with any provision of theCertificate of Incorporation, the General Corporation Law of the State ofDelaware or any other applicable law, the provision of these Bylaws shall notbe given any effect to the extent of such inconsistency but shall otherwise begiven full force and effect.

 

**ARTICLE VII**

 

**Amendments**

 

These Bylaws may be amended or repealed or new Bylawsadopted only in accordance with Article V of the Certificate of Incorporation.

 

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