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Exhibit 3.4




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BY-LAWS
 INDEX
 PageArticle I OFFICES
    
    
    1Article II STOCKHOLDERS
    
    
    1Section 1. Place of Meetings.
    
    
    1Section 2. Annual Meeting.
    
    
    1Section 3. Special Meetings.
    
    
    1Section 4. Notice of Meetings.
    
    
    1Section 5. Quorum and Plurality Requirements.
    
    
    2Section 6. Organization.
    
    
    2Section 7. Proxies and Voting.
    
    
    2Section 8. Stock Lists.
    
    
    2Section 9. Ratification.
    
    
    2Section 10. Consent in Lieu of Meeting.
    
    
    3Article III BOARD OF DIRECTORS
    
    
    3Section 1. Number, Term of Office, and Eligibility.
    
    
    3Section 2. Meetings.
    
    
    3Section 3. Notice of Meetings.
    
    
    3Section 4. Quorum and Organization of Meetings.
    
    
    4Section 5. Powers.
    
    
    4Section 6. Reliance upon Books, Reports and Records.
    
    
    5Section 7. Compensation of Directors.
    
    
    5Article IV COMMITTEES
    
    
    6Section 1. Committees of the Board of Directors.
    
    
    6Section 2. Rules and Procedures.
    
    
    6Article V GENERAL COUNSEL
    
    
    6Article VI OFFICERS
    
    
    6Section 1. Officers.
    
    
    6Section 2. The Chairman of the Board of Directors.
    
    
    6Section 3. The President.
    
    
    7Section 4. Vice Presidents.
    
    
    7Section 5. Treasurer and Assistant Treasurer.
    
    
    7Section 6. Secretary and Assistant Secretary.
    
    
    7
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PageSection 7. Controller.
    
    
    8Section 8. Salaries.
    
    
    8Article VII RESIGNATIONS, REMOVALS AND VACANCIES
    
    
    8Section 1. Resignations.
    
    
    8Section 2. Removals.
    
    
    8Section 3. Vacancies.
    
    
    8Article VIII CAPITAL STOCK  DIVIDENDS  SEAL
    
    
    9Section 1. Certificate of Shares.
    
    
    9Section 2. Addresses of Stockholders.
    
    
    9Section 3. Lost, Destroyed or Stolen Certificate.
    
    
    9Section 4. Transfers of Stock.
    
    
    9Section 5. Closing of Transfer Books.
    
    
    9Section 6. Registered Stockholders.
    
    
    10Section 7. Regulations.
    
    
    10Section 8. Corporate Seal.
    
    
    10Article IX CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
    
    
    10Section 1. Execution of Contracts.
    
    
    10Section 2. Indebtedness.
    
    
    10Section 3. Checks, Drafts, Etc.
    
    
    11Section 4. Deposits.
    
    
    11Article X FISCAL YEAR
    
    
    11Article XI MISCELLANEOUS
    
    
    11Section 1. Notices and Waivers Thereof.
    
    
    11Section 2. Voting upon Stocks.
    
    
    12Article XII AMENDMENTS
    
    
    12
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Place of Meetings
  Annual Meeting
  Special Meetings
  Notice of Meetings
  1




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Quorum and Plurality Requirements
   Organization
   Proxies and Voting
  Stock Lists
  Ratification
  2




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Consent in Lieu of Meeting
  
 Number, Term of Office, and Eligibility
  Meetings
     Notice of Meetings
  3




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Quorum and Organization of Meetings
  Powers
       4




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Reliance upon Books, Reports and Records
  Compensation of Directors
  5




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Committees of the Board of Directors
  Rules and Procedures
  
  
 Officers
  The Chairman of the Board of Directors
  6




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The President
  Vice Presidents
   Treasurer and Assistant Treasurer
   Secretary and Assistant Secretary
   7




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Controller
  Salaries
  
 Resignations
  Removals
  Vacancies
  8




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Certificate of Shares
   Addresses of Stockholders
  Lost, Destroyed or Stolen Certificate
  Transfers of Stock
  Closing of Transfer Books
  9




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Registered Stockholders
  Regulations
  Corporate Seal
  
 Execution of Contracts
  Indebtedness
  10




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Checks, Drafts, Etc
  Deposits
  
  
 Notices and Waivers Thereof.
  11




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Voting upon Stocks
  
  12