**Exhibit 3.4**

CALIFORNIA STEEL INDUSTRIES, INC. 

(a Delaware Corporation) 

**RESTATED BYLAWS - APRIL 1, 2008**

ARTICLE I 

OFFICES 

SECTION 1.01 Registered Office. The Company shall have a registered office and agent in the State of Delaware as determined by the Board of Directors from time to time. 

SECTION 1.02 Other Offices. The Company shall have a principal office in Fontana, California. The Company may also have an office or offices atsuch other place or places, either within or without the State of Delaware, as the Board of Directors (hereinafter called the Board) may from time to time determine and as the business of the Company may require. 

ARTICLE II 

MEETING OF SHAREHOLDERS

SECTION 2.01 Annual Meetings. Annual meetings of the shareholders of the Company for the purpose of electing Directors and for thetransaction of such other proper business as may come before such meetings may be held at such time and location as the Board shall determine by resolution each year. 

SECTION 2.02 Special Meetings. A special meeting of the shareholders for the transaction of any proper business may be called at any time by the Chairman of the Board upon resolution of the Board or upon thewritten request of any shareholder. 

SECTION 2.03 Place and Manner of Meetings. 

(a) All meetings of the shareholders shall be held at such time, date, and place, within or without the State of Delaware, as may from time to time bedesignated by the Board. All meetings of the shareholders may be held by means of remote electronic communication as authorized by paragraph (b) of this section unless the Board specifically designates that a meeting shall be held at a specificlocation. 

(b) Shareholders and proxyholders not physically present at a meeting of shareholders may, by means of remote communication:(i) participate in a meeting of shareholders; and (ii) be deemed present in person and vote at a meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote electronic communication,provided that (A) the Company shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote 

electronic communication is a shareholder or proxyholder, (B) the Company shall implement reasonable measures to provide such shareholders andproxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and(C) if any shareholder or proxyholder votes or takes other action at the meeting by means of remote electronic communication, a record of such vote or other action shall be maintained by the Company. 

SECTION 2.04 Notice of Meeting, Etc. Except as otherwise required by law, notice of each meeting of the shareholders, whether annual or special,shall be given not less than fifteen (15) days and not more than sixty (60) days before the date of the meeting to each shareholder of record entitled to vote at such meeting by delivering a written notice thereof to such shareholder. Suchnotice may be given by telefax, telex or air mail, directed to him or her at his or her address registered on the books of the Company or, if he or she shall not have furnished the address, then at his or her post office address last known to theSecretary. Except as otherwise expressly required by law, no publication of any notice of a meeting of the shareholders shall be required. Every notice of a meeting of the shareholders shall state the place, date and hour of the meeting, whether themeeting will be held by remote electronic communication and, in the case of a special meeting, shall also state the purpose or purposes for which such meeting is called. Notice of any meeting of shareholders shall not be required to be given to anyshareholder who shall have waived such notice and such notice shall be deemed waived by any shareholder who shall attend such meeting in person or by proxy, except as a shareholder who shall attend such meeting for the express purpose of objecting,at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjourned meeting of the shareholders need not be given if thetime and place thereof are announced at the meeting at which the adjournment is taken. 

SECTION 2.05 Quorum. Meetings of theshareholders shall be legally convened only when all shareholders are present or legally represented by their respective agents and decisions thereof shall only be made by unanimous vote of the shareholders. 

SECTION 2.06 Voting. 

(a) Eachshareholder shall, at each meeting of the shareholders, be entitled to vote in person or by proxy each share or fractional share of the stock of the Company having voting rights on the matter in question and which shall have been held by him or herand registered in his or her name on the books of the Company: (i) On the date fixed pursuant to Section 8.05 of these Bylaws as the record date for the determination of shareholders entitled to notice of and to vote at such meeting; or,(ii) If no such record date shall have been so fixed, then (a) at the close of business on the day next preceding the day on which notice of the meeting shall be given or, (b) if notice of the meeting shall be waived, at the close ofbusiness on the day next preceding the day on which the meeting shall be held. 

(b) Shares of its own stock belonging to the Company or toanother corporation, if a majority of the shares entitled to vote in the election of Directors in such other corporation is held, directly or indirectly, by the Company, shall neither be entitled to vote nor be 

 

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counted for quorum purposes. Persons holding stock of the Company in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock ispledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Company he or she shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee or his or her proxy may represent such stockand vote thereon. Stock having voting power standing of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or otherwise, or with respect to which two(2) or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of the State of Delaware. 

(c) Any such voting rights may be exercised by the shareholder entitled thereto in person or by his or her proxy appointed by an instrument in writing, subscribed by such shareholder or by his or her attorney or actedupon after one (1) year from its date unless said proxy shall provide for a longer period. The attendance at any meeting of a shareholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he or sheshall in writing so notify the secretary of the meeting prior to the voting of the proxy. At any meeting of the shareholders all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law, shall be decidedby the unanimous vote of the shareholders present in person or by proxy and entitled to vote thereat and thereon, a quorum being present. The vote at any meeting of the shareholders on any question need not be by ballot, unless so directed by thechairman of the meeting. On a vote by ballot each ballot shall be signed by the shareholder voting, or by his or her proxy, if there be such proxy, and it shall state the number of shares voted. 

SECTION 2.07 List of Shareholders. The Secretary of the Company shall prepare and make, at least ten (10) days before every meeting ofshareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall beopen to examination by any shareholder for any purpose germane to the meeting during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, whichplace shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may beinspected by any shareholder who is present. 

SECTION 2.08 Shareholder Action Without Meeting. 

(a) Any action which may be taken at any annual or special meeting of the shareholders, may be taken without a meeting, without prior notice and without avote, if a consent or consents in writing, setting forth the action so taken, shall be unanimously signed by the holders of outstanding stock entitled to vote thereon and shall be delivered to an officer of the Company having custody of the book inwhich proceedings of meetings of shareholders are recorded. 

(b) Every written consent shall bear the date of signature of each shareholderwho signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 30 days of the earliest dated consent delivered in the manner 

 

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required by this section to the Company, written consents signed by a sufficient number of holders or members to take action are delivered to an officer ofthe Company having custody of the book in which proceedings of meetings of shareholders are recorded. 

(c) An electronic transmission,including electronic mail or form of digital document transmission such as PDF, consenting to an action to be taken and transmitted by a shareholder or proxyholder, or by a person or persons authorized to act for a shareholder or proxyholder, shallbe deemed to be written, signed and dated for the purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission wastransmitted by the shareholder or proxyholder or by a person or persons authorized to act for the shareholder or proxyholder and (ii) the date on which such shareholder or proxyholder or authorized person or persons transmitted such electronictransmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until such consent isdelivered to an officer of the Company having custody of the book in which proceedings of meetings of shareholders are recorded and reproduced in paper form therein. 

(d) Any copy, facsimile or other reliable reproduction (digital or otherwise) of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writingcould be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. 

SECTION 2.09 Purpose of Shareholders Meetings. The meetings of shareholders shall establish the general policies and guidelines for the administration of the Company and shall deliberate on the matters specified below: 

(1) Change in the business purposes of the Company; 

(2) Dissolution or liquidation of the Company, or merger or consolidation of the Company with any other corporation or entity; 

(3) Disposition of the whole or an important part of the business or assets of the Company; 

(4) Acquisition of the whole or anyimportant part of the business or assets of any other corporation or entity; 

(5) Establishment of a subsidiary company of the Company oracquisition of the capital stock of any other entity; 

(6) Amendment of the Certificate of Incorporation and Bylaws of the Company;

(7) Increase or decrease of the capital stock of the Company; 

 

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(8) Redemption of the preferred stock or conversion of the preferred stock into the common stock;

(9) Issuance of debentures convertible to stocks; 

(10) Appointment and removal of the directors of the Company; 

(11) Medium-term business plan of theCompany including investment plan and its annual revisions; 

(12) Investment for improvement or expansion of the Company in excess of twomillion five hundred thousand U.S. dollars (U.S. $2,500,000); 

(13) Contracts for leasing out the whole or any important part of thebusiness or assets of the Company; 

(14) Recommendations of the Shareholders to the Board with respect to the disposition of profit ordealing with losses of the Company; 

(15) Approval of the Board’s annual report and annual audited financial statement of the Company.

ARTICLE III 

REFERENCE TOSHAREHOLDERS 

SECTION 3.01 Referral of Deadlock to Shareholders. Upon the occurrence of a deadlock among the Directors of theCompany which cannot be resolved within thirty (30) days, the Chairman of the Board shall refer the matter creating the deadlock to the representatives of the Shareholders for review and consultation. Any action taken by the representatives ofthe Shareholders to resolve the deadlock shall be taken by unanimous affirmative vote. If the representatives of the Shareholders cannot resolve the deadlock, then no action shall be taken on such matter. 

ARTICLE IV 

BOARD OF DIRECTORS 

SECTION 4.01 General Powers. Subject to the provisions contained in Articles II and III, the Board shall establish the general policies andguidelines for the administration of the Company. The business and affair of the Company shall be managed under the direction of the Board. 

SECTION 4.02 Number and Term of Office. The number of Directors shall be four (4). Directors need not be shareholders. Each of the Directors of the Company shall hold office for one (1) year and this term shall extend until hissuccessor shall have been 

 

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duly elected and qualified or until he shall resign or have been removed in the manner hereinafter provided. 

SECTION 4.03 Election of Directors. The Directors shall be elected annually by the shareholders of the Company and the persons receiving thegreatest number of votes, up to the number of Directors to be elected, shall be the Directors. In the event that a Director resigns, is removed, or is unavailable to fulfill his duties for any reason, then the Shareholders at a special meetingcalled for such purpose may replace such Director on an interim basis. 

SECTION 4.04 Resignations. Any Director of the Company mayresign at any time by giving written notice to the Board or to the Secretary of the Company. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, it shall take effect immediately upon its receipt,and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 

SECTION 4.05Vacancies. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of Directors, or any other cause, may be filled inaccordance with Sections 4.02 and 4.03. Each replacement Director so chosen to fill a vacancy shall hold office until his successor shall have been elected and shall qualify or until he shall resign or shall have been removed in the mannerhereinafter provided. 

SECTION 4.06 Notice, Place of Meeting, Etc. The Chairman of the Board shall call and preside at all meetingsof the Board. Calls for any meeting of the Board shall be given by the Secretary to each Director in writing at least five (5) days before the day on which the meeting is to be held, unless all the members waive the right to such prior notice.The meetings shall take place at the head office of the company in Fontana, California or anywhere agreed upon by four (4) affirmative votes of the Directors. Directors may participate in any regular or special meeting of the Board by means ofconference telephone or other remote electronic communications, subject to the terms and conditions to be established by the Board, and provided that (a) the Company shall implement reasonable measures to permit all directors participating inthe meeting to communicate with each other simultaneously and instantaneously, and to vote on matters submitted to the Board approval; and (b) if any director votes or takes other action at the meeting held via electronic means, a record ofsuch vote or other action shall be maintained by the Company. 

SECTION 4.07 Regular Meetings. Regular meetings of the Board shall beheld no less than twice each year at such times as the Board shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall beheld at the same hour and place on the next succeeding business day that is not a legal holiday. 

SECTION 4.08 Special Meetings.Special meetings of the Board shall be held whenever called by the Chairman at his own initiative or upon request of any Director. Except as otherwise provided by law or by these Bylaws, notice of the time, place and purpose of each such specialmeeting shall be given in writing sent to each Director, addressed to him at his 

 

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residence or usual place of business, at least five (5) days before the day on which the meeting is to be held. Notice of any meeting of the Board shallnot be required to be given to any Director who is present at such meeting, except a Director who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meetingis not lawfully called or convened. 

SECTION 4.09 Quorum and Manner of Acting. Except as otherwise provided in these Bylaws or bylaw, the presence of all of the Directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, in which a quorum is present, by the affirmativevotes of [three (3)] of the Directors present. In the absence of a quorum, a majority of Directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. TheDirectors shall act only as a Board, and the individual Directors shall have no power as such. 

SECTION 4.10 Action by Consent. Anyaction required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be. Suchwritten consent shall be filed with the minutes of proceedings of the Board. Any action by consent of the Board may be taken electronically in the same manner as provided for action by consent of the shareholders pursuant to Section 2.08(c).

SECTION 4.11 Removal of Directors. Subject to the provisions of the Certificate of Incorporation, any Director may be removed atany time, either with or without cause, by the affirmative vote of the shareholders having a majority of the voting power of the Company given at a special meeting of the shareholders called for such purpose. 

SECTION 4.12 Compensation. The Directors shall receive only such compensation for their services as Directors, as may be allowed by resolution atany of the meetings of the shareholders. The Board may provide that the Company shall reimburse each such Director for any expense incurred by him on account of his attendance at any meetings of the Board or committees of the Board. Neither thepayment of such compensation nor the reimbursement of such expenses shall be construed to preclude any Director from serving the Company or its subsidiaries in any other capacity and receiving compensation therefore. 

SECTION 4.13 Specified Powers of the Board. The Board shall deliberate and decide on the matters specified below: 

(1) The Board shall deliberate matters listed in Section 2.09 hereof and propose them for the approval of the shareholders; 

(2) Establishment of the Medium-Term Business Plan of the Company according to shareholders’ strategies, and establishment of the basic policy,annual plan and budget of the Company, including production, sales, profit estimates, investment plan and other budget related matters; 

(3) Investment for improvement or expansion of the facilities of the Company in amounts greater than one million U.S. dollars (U.S. $1,000,000) and less than [two million 

 

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five hundred thousand] U.S. dollars (U.S. [$2,500,000]). Investments for improvement or expansion of the facilities of the Company in amounts of one millionU.S. dollars (U.S. $1,000,000) or less shall be delegated by the Board of Directors to the President/CEO of the Company; 

(4) Establishmentor change of: 

(i) the organizational structure, at the managers’ level, including branches or liaison offices of the Company;

(ii) the internal regulations of the Company; 

(5) Performance and compensation review of each officer and appointment and/or removal of the officers; 

(6) Appointment and/or removal of external auditors of the Company. 

(7) Determination of detailed terms and conditions for thereceiving of personnel from each shareholder or its affiliated companies; 

(8) Engagement of outside certified public accountant(s),counsel(s), and consultant(s); 

(9) Creation of advisory and other Board committees; 

(10) Appointment of authorized signer(s) of the Company with respect to contracts, checks or any other documents; 

(11) General increase or decrease of the level of salary and wage for employees and change of the salary/wage structure and system; 

(12) Determination of the amount of contribution by the Company for profit sharing plan of employees with prior consultation with the shareholders;

(13) Loans or prepayments or other financing agreements or borrowing of money in one or more transactions in excess of three million U.S.dollars (U.S. $3,000,000), except draw-downs under already approved loans or other financing agreements; 

(14) Creating a pledge or otherencumbrance on the assets of the Company in excess of one million U.S. dollars (U.S. $1,000,000); 

(15) Opening of credit in favor of acustomer of the Company in excess of one million U.S. dollars (U.S. $1,000,000); 

(16) Settlement of a claim with customers, suppliers, orothers, in excess of five hundred thousand U.S. dollars (U.S. $500,000); 

 

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(17) Approval of policies and general conditions for the purchase of slabs, ocean transportation,unloading transportation by train and purchase of machinery and equipment, materials, utilities and services, and for the sale of finished steel products of the Company; 

(18) Approval of policies and general terms for the contracts not specified in Paragraph (17) above, in excess of two million U.S. dollars (U.S. $2,000,000); 

(19) Policies for important lawsuits and disputes and initiation and defense of legal and administrative proceedings involving the Company, itsDirector(s), and/or its officer(s), provided that in the case of initiation of such proceedings the shareholders should previously be informed; 

(20) Approval of any endowment and contribution in excess of fifty thousand U.S. dollar (U.S. $50,000) per year. 

SECTION 4.14Other Powers. Any powers other than those enumerated in Section 4.13 above shall also be reserved for the Board, subject to the provisions of item 2.09 hereof. 

SECTION 4.15 Job Descriptions and Delegation of Duties. Upon a resolution of the Board, the Board shall adopt formal job descriptions for all theofficers of the Corporation, which job descriptions shall set forth the powers, duties and responsibilities of each officer. 

SECTION 4.16Organization. In accordance with Section 4.15 above, the Board shall delegate to the President/CEO the responsibility for formulating and periodically reviewing the organizational plan of the Company subject to prior consultation withthe Board. The organizational plan shall set forth the goals, resources, management structure, employees and internal regulations for each department and shall be designed to facilitate overall efficiency and productivity. The appointment ofmanagement personnel at the department head level shall be confirmed by the Board following nomination by the President/CEO. 

ARTICLE V

OFFICERS 

SECTION 5.01Number. Subject to the requirements of applicable law, the officers of the Company shall be a President/CEO and such other officers as may be required by applicable law or otherwise determined by the Board. The number thereof and theirrespective titles shall be determined by the Board. The powers and duties of the President/CEO and each officer shall be determined by applicable law or established by the Board. 

SECTION 5.02 Election, Term of Office and Qualifications. Each officer shall hold office for one year (1) or until his successor shall havebeen duly chosen and shall qualify, or until his resignation or removal in the manner hereinafter provided. 

 

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SECTION 5.03 Removal. Any officer of the Company may be removed at any time by resolution of theBoard. 

SECTION 5.04 Resignations. Any officer may resign at any time by giving written notice of his resignation to the Board orthe Secretary of the Company. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof by the Board or the Secretary, as the case may be; and, unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective. 

SECTION 5.05 Vacancies and Absences. A vacancy in anyoffice because of death, resignation, removal, disqualification or other cause, may be filled for the unexpired portion of the term thereof in the manner prescribed in these Bylaws for regular appointments or elections to such office. In the case oftemporary absence or impediment of an officer, such officer shall appoint in writing one of the other officers, who shall exercise, along with its own, the function of the officer absence or under impediment. 

SECTION 5.06 The President/CEO. The President/CEO shall have, subject to the control of the Board, general and active supervision and managementover the business of the Company and over its several officers, agents and employees. 

SECTION 5.07 The Corporate Secretary. TheSecretary shall be appointed by the President/ CEO, among the officers of the Company. The Secretary shall, if present, record the proceedings of all meetings of the Board, of the shareholders and of all committees of which a secretary shall nothave been appointed in one or more books provided for that purpose; he or she shall see that all notices are duly given in accordance with these Bylaws and so required by law; he or she shall be custodian of the seal of the Company and shall affixand attest the seal to all documents to be executed on behalf of the Company under its seal; and, in general, he or she shall perform all the duties incident to the office of the Secretary and such other duties as may from time to time be assignedto him or her by the Board. 

SECTION 5.08 Compensation. The compensation of the officers of the Company shall be fixed from time totime by the Board. 

ARTICLE VI 

EXTERNAL AUDITORS 

SECTION 6.01 Selection of Auditors. External auditors shall be designated by the Board prior to theclose of business in each fiscal year, who shall audit and examine the books of accounts of the Company and shall certify to the Board and shareholders the annual balance of said books, which shall be prepared at the close of each fiscal year. NoDirector or officer of the Company, and no firm or corporation of which such Director or officer is a member, shall be eligible to discharge the duties of the external auditors. 

SECTION 6.02 Compensation of Auditors. The compensation of the external auditors shall be fixed by the Board. 

 

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ARTICLE VII 

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. 

SECTION 7.01 Execution of Contracts. The Board,except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Company, and such authority may be general or confined tospecific instances; and, unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for anypurpose or in any amount. 

SECTION 7.02 Checks, Drafts, Etc. All checks, drafts or other orders for payment, notes or other evidenceof indebtedness issued in the name of or payable to the Company, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such officer, agent or attorneyshall be given such bond, if any, as the Board may require. 

SECTION 7.03 Deposits. All funds of the Company not otherwise employedshall be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Board may select. For the purpose of deposit and for the purpose of collection for the account of the Company, thePresident/CEO or any other officer or officers, agent or agents, or attorney or attorneys of the Company who shall from time to time be determined by the Board may endorse, assign and deliver checks, drafts and other orders for the payment of moneywhich are payable to the order of the Company. 

SECTION 7.04 General and Special Bank Accounts. The Board may from time to timeauthorize the opening and keeping of general and special bank accounts with such banks, trust companies other depositories as the Board may select. The Board may make such special rules and regulations with respect to such bank accounts, notinconsistent with the provisions of these Bylaws, as it may deem expedient. 

ARTICLE VIII 

SHARES AND THEIR TRANSFER 

SECTION 8.01Certificates for Stock. Every owner of stock of the Company shall be entitled to have a certificate or certificates to be in such form as the Board shall prescribe, certifying the number and class of shares of the stock of the Company ownedby him or her. The certificates representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed in the name of the Company by the President/CEO or another officer. Any of or all of the signatures onthe certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any such certificate, shall have ceased to be such officer, transfer agent or registrar beforesuch certificate is issued, such certificate may nevertheless be issued by the Company with the same effect as though the person who signed such certificate or whose facsimile signature shall have been placed thereupon, were such officer, transferagent or registrar at the 

 

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date of issue. A record shall be kept of the respective names of the persons, firms or companies owning the stock represented by such certificates, thenumber and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation. Every certificate surrendered to the Company for exchange or transfershall be canceled, and no new certificate shall be issued in exchange for any existing certificate until such existing certificate shall have been so canceled, except in cases provided for in Section 8.04. 

SECTION 8.02 Transfers of Stock. Transfers of shares of stock of the Company shall be made only on the books of the Company by the registeredholder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, a transfer clerk or a transfer agent appointed as provided in Section 8.03, and upon surrender of the certificates for suchshares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company. Whenever any transfer of sharesshall be made for collateral security, and not absolutely, such fact shall be so expressed in the entry of transfer if, when the certificate or certificates shall be presented to the Company for transfer, both the transferor and the transfereerequest the Company to do so. 

SECTION 8.03 Regulations. The Board may make such rules and regulations as it may deem expedient, notinconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Company. It may appoint or authorize any officer or officers to appoint, one or more transfer clerks or one or moretransfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them. 

SECTION 8.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In any case of loss, theft, destruction or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, theft, destruction ormutilation and, upon the giving of a bond of indemnity to the Company in such form and in such sum as the Board may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the Board, it isproper to do so. 

SECTION 8.05 Fixing Date for Determination of Shareholders of Record. In order that the Company may determine theshareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respectof any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of suchmeeting, nor more than sixty (60) days prior to any other action. If in any case involving the determination of shareholders for any purpose other than notice of or voting at a meeting of shareholders, the Board shall not fix such a recorddate, the record date for determining shareholders for such purpose shall be the close of business on the day on which the Board shall adopt a resolution relating thereto. A determination of shareholders entitled to notice of or to vote at a meetingof shareholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for such adjourned meeting. 

 

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ARTICLE IX 

INDEMNIFICATION 

SECTION 9.01 Indemnification of Directors, Officers and Agents. The Company shallhave the power to indemnify directors, officers, employees and agents to the fullest extent permitted under the Delaware General Corporate Law. 

SECTION 9.02 Insurance. Upon resolution passed by the Board, the Company may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Company, or is or was serving at therequest of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such persons and incurred by them in any such capacity, or arisingout of their status as such, whether or not the Company would have the power to indemnify them against such liability pursuant to Section 9.01. 

ARTICLE X 

MISCELLANEOUS 

SECTION 10.01 Corporate Seal. The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Company and words and figures showing that the Company was incorporated in the State ofDelaware and the year of incorporation. 

SECTION 10.02 Waiver of Notices. Whenever notice is required to be given by these Bylaws,the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice. 

SECTION 10.03 Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be made by the shareholders, at any annual meetingof the shareholders, without previous notice, or at any special meeting of the shareholders, provided that the notice of such proposed amendment, modification, repeal or adoption is given in the notice of the special meeting. 

 

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