**Exhibit 3.2.2**

 

**AMENDED AND RESTATED BYLAWS**

 

**OF**

 

**MOTIVE, INC.**

 

**ARTICLE I**

 

**OFFICES**

 

**Section 1.01**. **Registered Office**. The registered office ofMotive, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. 

 

**Section 1.02**. **Other Offices**. The Corporation may also have offices at such other places both within and without the State of Delaware as theBoard of Directors may from time to time determine or the business of the Corporation may require. 

 

**Section 1.03 Books**. The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time totime determine or the business of the Corporation may require. 

 

**ARTICLE II**

 

**MEETINGS OF STOCKHOLDERS**

 

**Section 2.01**. **Time and Place of Meetings**.All meetings of stockholders shall be held at such place, either within or without the State of Delaware, on such date and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a designationby the Board of Directors). 

 

**Section 2.02**. **AnnualMeetings**. An annual meeting of stockholders, commencing with the year 2005 shall be held for the election of directors and to transact such other business as may properly be brought before the meeting. 

 

**Section 2.03**. **Special Meetings**. Special meetings ofstockholders may be called by the Chairman of the Board of Directors, the Chief Executive Officer or by a majority of the Board of Directors and may not be called by any other person. Stockholders are not permitted to call a special meeting or torequire that the Board of Directors call a special meeting. 

 

**Section 2.04. Notice of Meetings and Adjourned Meetings; Waivers of Notice.**

 

(a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means ofremote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwiseprovided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”), such notice shall be given not less than 10 nor more than 60 days before the date of the meeting toeach stockholder of record entitled to vote at such meeting. Unless these bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if thetime, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken. At theadjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the 

adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, anotice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 

 

(b) A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice,whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 

 

(c) Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. 

 

**Section 2.05**. **Quorum**. Unless otherwise provided under theCertificate of Incorporation of the Corporation (as it may be amended from time to time, the “Certificate of Incorporation”) or these Bylaws and subject to Delaware Law, the presence, in person or by proxy, of the holders of amajority of the outstanding capital stock of the Corporation entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of thestockholders, the stockholders present in person or represented by proxy shall adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorumshall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. 

 

**Section 2.06. Voting.**

 

(a) Unless otherwise provided in the Certificate of Incorporation and subject to Delaware Law, each stockholder shall be entitled to one vote for eachoutstanding share of capital stock of the Corporation held by such stockholder. Any share of capital stock of the Corporation held by the Corporation shall have no voting rights. Unless otherwise provided in Delaware Law, the Certificate ofIncorporation or these Bylaws, in all matters other than the election of directors, when a quorum is present at any meeting, the affirmative vote of a majority of the shares of capital stock of the Corporation present, in person or by written proxy,at a meeting of stockholders and entitled to vote on the subject matter shall be the act of the stockholders. 

 

(b) Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her by written proxy, but nosuch proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies shall be filed with the Secretary prior or at the commencement of the meeting to which they relate. 

 

**Section 2.07**. **Action by Consent**. Any action required orpermitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with Delaware Law and may not be taken by written consent ofstockholders without a meeting. 

 

**Section 2.08**.**Organization**. At each meeting of stockholders, the Chairman of the Board, if one shall have been elected, or in the Chairman’s absence or if one shall not have been elected, the director designated by the vote of the majority of thedirectors present at such meeting, shall act as chairman of the meeting. The Secretary (or in the Secretary’s absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act assecretary of the meeting and keep the minutes thereof. 

 

**Section 2.09**. **Order of Business**. The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting. 

 

**Section 2.10**. **Nomination of Directors**. Only persons who are nominated in accordance with the procedures setforth in these Bylaws shall be eligible to serve as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (a) by or at the direction of 

 

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the Board of Directors or (b) by any stockholder of the Corporation who is a stockholder of record at the time of givingof notice provided for in this Section 2.10, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or at thedirection of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices ofthe Corporation not later than the close of business on the 90th calendar day, nor earlier than the close of business on the 120th calendar day, prior to the first anniversary of the preceding year’s annual meeting; *provided, however*,that in the event that the date of the annual meeting is advanced more than 30 calendar days prior to, or delayed more than 60 calendar days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier thanthe close of business on the later of the 60th calendar day prior to such annual meeting or the 10th calendar day following the date on which public announcement of the date of such meeting is first made by the Corporation. Such stockholder’snotice shall set forth (A) as to each person whom the stockholder proposes to nominate for election or re-election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election ofdirectors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated by the Securities and Exchange Commission thereunder, the“Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and (B) as to the stockholder giving the notice and the beneficial owner, ifany, on whose behalf the nomination is made (i) the name and address, as they appear on the Corporation’s books, of such stockholder and of such beneficial owner and (ii) the class and number of shares of the Corporation which are ownedbeneficially and of record by such stockholder and such beneficial owner. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the secretary of the Corporation thatinformation required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth inthis Section 2.10. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he should so determine, he shall sodeclare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.10, a stockholder shall also comply with all applicable requirements of the Exchange Act with respect to the mattersset forth in this Section 2.10. 

 

**Section 2.11. Notice ofBusiness**. At any meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who is astockholder of record at the time of giving of the notice provided for in this Section 2.11, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 2.11. For business to be properlybrought before a stockholder meeting by a stockholder, the business must be a proper matter for stockholder action and the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, astockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the 90th calendar day, nor earlier than the close of business on the 120th calendarday, prior to the first anniversary of the preceding year’s annual meeting; *provided, however*, that in the event that the date of the annual meeting is advanced more than 30 calendar days prior to, or delayed more than 60 calendar daysafter such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the later of the 60th calendar day prior to such annual meeting or the 10th calendar day following the date on whichpublic announcement of the date of such meeting is first made by the Corporation. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of thebusiness desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, and of thebeneficial owner, if any, on whose behalf the proposal is made, (c) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner and (d) any material interest of suchstockholder and such beneficial owner in such business. Notwithstanding anything in the bylaws to the contrary, no business shall be conducted at a stockholder meeting except in accordance with the procedures set forth in this Section 2.11. Thechairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of the Bylaws, and if he should so determine, he shall sodeclare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing, provisions of this Section 2.11, a stockholder shall also comply with all applicable requirements of theExchange Act with respect to the matters set forth in this Section 2.11. 

 

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**Section 2.12  Stockholder List**. The officer who has charge of the stock ledger of theCorporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and thenumber of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to themeeting, either at a place within the city where the meeting is to be held, which place 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 keptopen at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. In lieu of making and producing such list, the Corporation may make the information therein available by any other meanspermitted by law. 

 

**ARTICLE III**

 

**DIRECTORS**

 

**Section 3.01**. **General Powers**. Except as otherwise provided inDelaware Law or the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. 

 

**Section 3.02**. **Number, Election and Term Of Office**. The Board of Directors shall consist of not less than threenor more than 15 directors, with the exact number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of at least a majority of the entire Board of Directors. The Board may from time to time elect onedirector to serve as the Chairman of the Board. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directorsconstituting the entire Board of Directors. Except as otherwise provided in the Certificate of Incorporation, each director shall serve for a term ending on the date of the third annual meeting of stockholders next following the annual meeting atwhich such director was elected. Notwithstanding the foregoing, each director shall hold office until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal.Directors need not be stockholders. In any election of directors, the persons receiving a plurality of the votes cast, up to the number of directors to be elected in such election, shall be deemed elected. 

 

**Section 3.03**. **Quorum and Manner of Acting**. Unless theCertificate of Incorporation or these Bylaws require a greater number, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the directors present at meetingat which a quorum is present shall be the act of the Board of Directors. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof areannounced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of theBoard of Directors the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 

 

**Section 3.04**. **Time and Place of Meetings**. The Board of Directors shall hold its meetings at such place, eitherwithin or without the State of Delaware, and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a determination by the Board of Directors). 

 

**Section 3.05**. **Annual Meeting**. The Board of Directors shall meetfor the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held. Noticeof such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at such time as shall bespecified in a notice thereof given as hereinafter provided in Section 3.07 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice. 

 

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**Section 3.06**. **Regular Meetings**. Regular meetings of the Board of Directors may be heldwithout notice at such time and place as shall from time to time be determined by resolution of the Board. 

 

**Section 3.07**. **Special Meetings**. Special meetings of the Board of Directors may be called by the Chairman of the Board or the Chief ExecutiveOfficer. A special meeting of the Board of Directors shall be called on the written request of at least two directors. Notice of special meetings of the Board of Directors shall be given to each director at such person’s business or residencein writing by hand delivery, first-class or overnight mail or courier service, telegram, facsimile, e-mail or other electronic transmission, or orally by telephone. If the notice is mailed by first-class mail, such notice shall be deemed adequatelydelivered if deposited in the United States mail so addressed, postage prepaid, at least four calendar days before the time of the holding of the meeting. If the notice is delivered by telegram, overnight mail or courier service, such notice shallbe deemed adequately delivered if the telegram is delivered to the telegraph company or the notice is delivered to the overnight mail or courier service company at least 48 hours before such meeting. If by telephone, e-mail, other electronictransmission or hand delivery, the notice shall be given at least 24 hours prior to the time set for the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of thedirector who the person giving the notice has reason to believe will promptly communicate it to the director. 

 

**Section 3.08**. **Committees**. The Board of Directors may designate one or more committees, each committee to consist of one or more of thedirectors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of acommittee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the placeof any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the businessand affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matter: (a) approving or adopting,or recommending to the stockholders, any action or matter expressly required by Delaware Law to be submitted to the stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation. Each committee shall keep regularminutes of its meetings and report the same to the Board of Directors when required. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. 

 

**Section 3.09**. **Action by Consent**. Unless otherwise restricted bythe Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the casemay be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if theminutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 

 

**Section 3.10**. **Telephonic Meetings**. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board ofDirectors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which allpersons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 

 

**Section 3.11**. **Resignation**. Any director may resign at any time by giving notice in writing or by electronic transmission to the Board ofDirectors or to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance ofsuch resignation shall not be necessary to make it effective. 

 

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**Section 3.12**. **Vacancies**. Unless otherwise provided in the Certificate of Incorporation,vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the number of directors may be filled solely by a majority of the directors then in office(although less than a quorum) or by the sole remaining director. Each director so elected shall hold office for a term that shall coincide with the term of the Class to which such director shall have been elected. If there are no directors inoffice, then an election of directors may be held in accordance with Delaware Law. Unless otherwise provided in the Certificate of Incorporation, when one or more directors shall resign from the Board, effective at a future date, a majority of thedirectors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shallhold office as provided in the filling of the other vacancies. 

 

**Section 3.13**. **Removal**. No director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of not less than two-thirds of the total voting power of all outstanding securities ofthe Corporation then entitled to vote generally in the election of directors, voting together as a single class. 

 

**Section 3.14**. **Compensation**. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shallhave authority to fix the compensation of directors, including fees and reimbursement of expenses, in each case, in connection with the services provided by the directors. 

 

**ARTICLE IV**

 

**OFFICERS**

 

**Section 4.01**. **Officers**. The principal officers of the Corporation shall be a Chief Executive Officer, President, Chief Financial Officer anda Secretary. The Corporation may also have such other officers as the Board of Directors may deem necessary, including a Chairman of the Board and one or more Vice Presidents, Controllers and Assistant Secretaries and such other subordinateofficers, agents and employees, each of whom shall hold office for such period as the Board of Directors may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any suchsubordinate officers, agents or employees. Any two or more offices may be held by the same person. 

 

**Section 4.02**. **Election, Term of Office and Remuneration**. The principal officers of the Corporation shall be elected annually by the Board ofDirectors at the annual meeting thereof. Each such officer shall hold office until his successor is elected and qualified, or until his earlier death, resignation or removal. The remuneration of all officers of the Corporation shall be fixed by theBoard of Directors. Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine. 

 

**Section 4.03**. **Removal**. Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or withoutcause, at any time, by resolution adopted by the Board of Directors. 

 

**Section 4.04**. **Resignations**. Any officer may resign at any time by giving written notice to the Board of Directors (or to a principal officer if the Board of Directors has delegated to such principal officer the power toappoint and to remove such officer). The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of suchresignation shall not be necessary to make it effective. 

 

**Section 4.05**. **Chairman of the Board**. The Chairman of the Board, if any, shall preside at all meetings of the stockholders at which he may be present and at all meetings of the Board at which he may be present, and shall be exofficio a member of all standing committees and shall perform such other duties as may be assigned to him by the Board of Directors. 

 

**Section 4.06**. **Chief Executive Officer**. The Chief Executive Officer of the Corporation shall have, subject only to the Board of Directors,general and active management and supervision of the business and 

 

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affairs of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried intoeffect. He shall have all powers and duties of supervision and management usually vested in the general manager of a corporation, including the supervision and direction of all other officers of the Corporation and the power to appoint and dischargeagents and employees. In the absence of the Chairman of the Board, he shall preside at all meetings of the Board of Directors. He shall be ex officio a member of all standing committees and shall execute bonds, mortgages and all other contracts orinstruments requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directorsto some other officer or agent of the Corporation. 

 

**Section4.07**. **President**. The President shall be the chief administrative officer of the Corporation. The President shall perform such other duties as from time to time may be assigned to him by the Board of Directors and by the Chief ExecutiveOfficer of the Corporation. 

 

**Section 4.08**. **VicePresident**. Each Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe, or as the Chief Executive Officer may from time to time delegate to him. In the absence or disability of thePresident, a Vice President designated by the Board of Directors shall perform the duties and exercise the powers of the President. 

 

**Section 4.09. Chief Financial Officer**. The Chief Financial Officer shall have the custody of all corporate funds and securities, shall keep fulland accurate accounts of receipts and disbursements of the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. Heshall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall render to the Chief Executive Officer and Directors, at the regular meetings of the Board, or whenever theymay require it, an account of all his transactions as Chief Financial Officer and of the financial condition of the Corporation and shall perform such other duties as the Board of Directors may prescribe. 

 

**Section 4.10**. **Controller**. The Controller shall share with theChief Financial Officer responsibility for the financial and accounting books and records of the Corporation, shall report to the Chief Financial Officer, and shall perform such other duties as the Board of Directors or the Chief Executive Officermay from time to time prescribe. 

 

**Section 4.11**.**Secretary**. The Secretary shall attend all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall perform like duties for the Board of Directors whenrequired. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or the Chief ExecutiveOfficer, under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation. 

 

**Section 4.12**. **Assistant Secretaries**. Each Assistant Secretary shall have such powers and perform such duties as the Board of Directors mayfrom time to time prescribe. Unless otherwise provided by the Board of Directors, in the absence or disability of the Secretary, any Assistant Secretary may perform the duties and exercise the powers of the Secretary. 

 

**Section 4.13**. **Bonding**. If required by the Board of Directors,all or certain of the officers shall give the Corporation a bond, in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board, for the faithful performance of the duties of their office and for the restorationto the Corporation, in case of their death, resignation, retirement or removal from office of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation. 

 

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**ARTICLE V**

 

**STOCK AND STOCK CERTIFICATES**

 

**Section 5.01.****Stock Certificates**. Every holder of stock represented by certificates, and upon request, every holder of uncertificatedshares, shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chief Executive Officer, President or any Vice President, and by the Secretary or any Assistant Secretary, or the Treasurer, if there be one, of theCorporation representing the number of shares registered in certificate form. Any and all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has beenplaced upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such officer, transfer agent or registrarcontinued to discharge said office or function at the date of issuance. 

 

**Section 5.02. Lost, Stolen or Destroyed Stock Certificates.**The Corporation may issue a new stock certificate in place of any certificate theretofore issued by it which is alleged to have been lost, stolen or destroyed upon themaking of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or certificates, the Board of Directors may, in its discretion and as acondition precedent to the issuance thereof, require that the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, give the Corporation a bond sufficient to indemnify the Corporation against any claimthat may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. 

 

**Section 5.03. Registered Stockholders.**Except as otherwise required by law, the Corporation shall be entitled to recognize the exclusive rightof the person registered on its books as the owner of shares to receive dividends in respect of such shares and to vote as the owner thereof, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares onthe part of any other person, whether or not it shall have express or other notice thereof. 

 

**ARTICLE VI**

 

**GENERALPROVISIONS**

 

**Section 6.01. Fixing the Record Date.**

 

(a) In order that the Corporation may determine thestockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date isadopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors for such purpose, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding theday on which the meeting is held. A determination of the stockholders of record entitled to notice of or to vote at a meeting of stockholders shall also apply to any adjournment of the meeting; *provided* that the Board of Directors may fix anew record date for the adjourned meeting. 

 

(b) In order thatthe Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange ofstock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not morethan 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

 

**Section 6.02**. **Dividends**. Subject to limitationscontained in Delaware Law and the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of thecapital stock of the Corporation. 

 

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**Section 6.03**. **Fiscal Year**. The fiscal year of the Corporation shall commence on January 1and end on December 31 of each year. 

 

**Section 6.04**.**Corporate Seal**. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to beimpressed, affixed or otherwise reproduced. 

 

**Section6.05**. **Voting of Stock Owned by the Corporation**. The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any corporation (except thisCorporation) in which the Corporation may hold stock. 

 

**Section 6.06**. **Amendments**. Subject to the Certificate of Incorporation, these Bylaws or any of them, may be altered, amended, rescinded or repealed, or new Bylaws may be made, by an affirmative vote of at least two-thirds ofthe stockholders entitled to vote thereon at any annual or special meeting thereof or by the Board of Directors. 

 

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