Exhibit 3.2

# BY-LAWS

# OF

# NUVOX, INC.

# As Amended
July 9, 2002

# BY-LAWS

# OF

# NUVOX, INC.

# TABLE OF CONTENTS

|                                                       | PAGE | 
|------------------------------------------------------ | ---- | 
|ARTICLE I. Offices                                     | 1    | 
|SECTION 1.1. Registered Office.                        | 1    | 
|SECTION 1.2. Other Offices.                            | 1    | 
|ARTICLE II. Meetings of Stockholders                   | 1    | 
|SECTION 2.1. Place.                                    | 1    | 
|SECTION 2.2. Annual Meetings.                          | 1    | 
|SECTION 2.3. Special Meetings.                         | 1    | 
|SECTION 2.4. Notice of Meetings.                       | 1    | 
|SECTION 2.5. Adjournments.                             | 2    | 
|SECTION 2.6. List of Stockholders.                     | 2    | 
|SECTION 2.7. Quorum.                                   | 2    | 
|SECTION 2.8. Organization.                             | 2    | 
|SECTION 2.9. Proxies; Voting.                          | 3    | 
|ARTICLE III. Board of Directors                        | 4    | 
|SECTION 3.1. General Powers.                           | 4    | 
|SECTION 3.2. Number and Term of Office.                | 4    | 
|SECTION 3.3. Resignation, Removal and Vacancies.       | 4    | 
|SECTION 3.4. Meetings.                                 | 5    | 
|SECTION 3.5. Compensation.                             | 6    | 
|ARTICLE IV. Committees                                 | 6    | 
|SECTION 4.1. Committees.                               | 6    | 
|SECTION 4.2. Meetings and Quorum.                      | 6    | 
|ARTICLE V. Officers                                    | 7    | 
|SECTION 5.1. Election and Appointment; Term of Office. | 7    | 
|SECTION 5.2. Resignation; Removal; Vacancies.          | 7    | 

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|SECTION 5.3. Duties and Functions.                                 | 7  | 
|------------------------------------------------------------------ | -- | 
|ARTICLE VI. Books and Records                                      | 9  | 
|ARTICLE VII. Shares and Their Transfer; Fixing Record Dates        | 9  | 
|SECTION 7.1. Certificates for Stock.                               | 9  | 
|SECTION 7.2. Transfer Agents and Registrars; Facsimile Signatures. | 9  | 
|SECTION 7.3. Stock Record.                                         | 10 | 
|SECTION 7.4. Transfer of Stock.                                    | 10 | 
|SECTION 7.5. Lost, Stolen, Destroyed or Mutilated Certificates.    | 10 | 
|SECTION 7.6. Record Dates.                                         | 10 | 
|ARTICLE VIII. Corporate Seal                                       | 11 | 
|ARTICLE IX. Fiscal Year                                            | 11 | 
|ARTICLE X. Indemnification                                         | 11 | 
|ARTICLE XI. Amendments                                             | 12 | 

ii

# BY-LAWS

# OF

# NUVOX, INC.

# ARTICLE I.

# Offices

SECTION
1.1.         Registered Office. The registered office of the
Corporation in the State of Delaware shall be located at 1013 Centre Road, City
of Wilmington, County of New Castle, Delaware, 19805. The name of the registered
agent in charge thereof is Corporation Service Company.

SECTION
1.2.         Other Offices. The Corporation may also have offices at
such other places within or without the State of Delaware as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.

# ARTICLE II.

# Meetings of
Stockholders

SECTION 2.1.        
Place.  Meetings of stockholders shall be held at such place, within or
without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting.

SECTION
2.2.         Annual Meetings. The annual meeting of stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the second Tuesday of May if
not a legal holiday, and if a legal holiday then on the next day following which
is not a legal holiday, at 10:00 A.M., or at such other date and time as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting.

SECTION
2.3.         Special Meetings. Special meetings of the stockholders
for any purpose or purposes may be called by any two (2) members of the Board of
Directors or by the Chairman of the Board of the Corporation, to be held at such
place, either within or without the State of Delaware, and at such date and time
as shall be designated in the notice of the meeting.

SECTION
2.4.         Notice of Meetings. Except as otherwise expressly
required by law, written notice of each meeting of the stockholders shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed given when deposited in the United States
mail, postage prepaid, directed to the stockholder at the stockholders
address as it appears on the records of the Corporation. Every such notice shall
state the place, date and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. A written
waiver of notice, signed by the person entitled thereto, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting in person or by proxy shall constitute a waiver of notice of
such meeting, except when the person attends the 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.

1

SECTION
2.5.         Adjournments. Any meeting of the stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

SECTION
2.6.         List of Stockholders. At least ten (10) days before every
meeting of the stockholders, the Secretary or other officer of the Corporation
who shall have charge of the stock ledger of the Corporation shall prepare and
make, or cause the preparation and making of, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number 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 ten (10) days prior to the meeting,
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. Such list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

SECTION
2.7.         Quorum. At each meeting of the stockholders, except as
otherwise expressly required by law or by the Certificate of Incorporation of
the Corporation, the holders of a majority of the voting power of the issued and
outstanding shares of each class of stock of the Corporation entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. For purposes of the foregoing, two or
more classes or series of stock shall be considered a single class if the
holders thereof are entitled to vote together as a single class at the meeting.
In the absence of a quorum at any such meeting or any adjournment thereof, any
officer entitled to preside at, or to act as secretary of, such meeting may
adjourn the meeting from time to time in the manner provided in Section 2.5 of
these By-laws, until stockholders holding the amount of stock requisite for a
quorum shall be present in person or by proxy.

SECTION 2.8.        
Organization.  At each meeting of the stockholders, one of the following shall
act as chairman of the meeting and preside thereat, in the following order of precedence:

| | (a) | the Chairman of the Board;
| | --- | --------------------------

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| | (b) | the President;
| | --- | --------------

| | (c) | any other officer of the Corporation designated by the Board of Directors to act
as chairman of such meeting and to preside thereat if both of the above-named
officers shall be absent from such meeting; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | in the absence of any of the foregoing, a stockholder of record of the
Corporation who shall be chosen chairman of such meeting by a majority in voting
power of the stockholders present in person or by proxy at the meeting and
entitled to vote thereat.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Secretary, or, if the
Secretary shall be presiding over the meeting in accordance with the provisions
of this Section or if the Secretary shall be absent from such meeting, the
person (who shall be an Assistant Secretary, if an Assistant Secretary, shall be
present thereat) whom the chairman of such meeting shall appoint, shall act as
secretary of such meeting and keep the minutes thereof.

SECTION
2.9.         Proxies; Voting. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
such stockholder by proxy, but no such proxy shall be voted or acted upon after
three (3) years from its date, unless the proxy provides for a longer period. A
duly executed proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation. Voting at meetings of the
stockholders need not be by written ballot and need not be conducted by
inspectors unless otherwise provided in these By-laws or unless so directed by
the chairman of the meeting or unless the holders of a majority of the voting
power of the outstanding shares of all classes of stock entitled to vote thereon
present in person or by proxy at such meeting shall so determine. At all
meetings of the stockholders for the election of directors, a plurality of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors shall be sufficient to elect. All
other elections and questions shall, unless otherwise provided by law or by the
Certificate of Incorporation of the Corporation or a Certificate of Designation
thereunder, or these By-laws, be decided by the vote of the holders of a
majority of the voting power of the outstanding shares of the Corporations
stock entitled to vote thereon present in person or by proxy at the meeting,
voting as a single class, provided that (except as otherwise required by law or
by the Certificate of Incorporation of the Corporation) the Board of Directors
may require a larger vote upon any election or question.

3

# ARTICLE III.

# Board of
Directors

SECTION 3.1.        
General Powers.  The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors.

SECTION
3.2.         Number and Term of Office. The number of directors which
shall constitute the whole Board of Directors shall be nine (9). Each director
shall hold office until the next annual meeting of shareholders following his or
her election and until his or her successor is duly elected and qualified or
until his or her earlier death, resignation or removal; provided that any
director who was elected for a three-year term which is not set to expire in
2002 shall continue to serve as a director until the first annual meeting of
shareholders following July 3, 2002 and until his or her successor is duly
elected and qualified or until his or her earlier death, resignation or removal.
Any vacancy on the Board of Directors, whether arising through death,
resignation or removal, or through an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining directors then
in office, even if less than a quorum. Any director elected to fill a vacancy
shall hold office only until the next election of directors by the stockholders.
Directors elected by the stockholders of the Corporation shall be elected by a
plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors.

SECTION
3.3.         Resignation, Removal and Vacancies. Any director may
resign at any time by giving written notice of his resignation to the Board of
Directors or to the Chairman of the Board or the Secretary of the Corporation.
Any such resignation shall take effect upon receipt unless specified to be
effective at some other time and, unless otherwise specified therein, no
acceptance of such resignation shall be necessary to make it effective. A
director may be removed with or without cause by the holders of a majority of
the shares of stock entitled to vote for the election of directors. Any vacancy
by reason of death, resignation, removal or otherwise may be filled by the
holders of a majority of the stock entitled to vote for the election of
directors to fill such vacancy or by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director so elected, each to
hold office until the next annual meeting of stockholders and until his or her
successor shall have been elected and qualified or until his or her earlier
death, resignation or removal.

SECTION 3.4.        
Meetings.

(A)        
Meetings.  As promptly as practicable after each annual election of directors, the Board of
Directors shall meet for the purpose of organization, the election of officers and the transaction of other
business.

(B)        
Regular Meetings. Regular meetings of the Board of Directors shall be
held at such times and places as the Board of Directors shall from time to time
determine.

(C)        
Special Meetings. Special meetings of the Board of Directors shall be
held whenever called by the Chairman of the Board or by any two (2) members of
the Board of Directors. Any and all business may be transacted at a special
meeting which may be transacted at a regular meeting of the Board of Directors.

4

(D)        
Place of Meeting. The Board of Directors may hold its meetings at such
place or places within or without the State of Delaware as the Board of
Directors may from time to time by resolution determine or as shall be
designated in the notice of meeting.

(E)        
Notice of Meetings. Notice of the annual and other regular meetings of
the Board of Directors or of any adjourned meeting need not be given. Notice of
special meetings of the Board of Directors, or of any meeting of any committee
of the Board of Directors, shall be given to each director, or member of such
committee, at least five (5) business days before the day on which such meeting
is to be held, if by mail, and at least two (2) business days before the time of
the meeting, if by telegraph, cable, telex, telecopy or telephone, or if
delivered personally. Such notice shall include the time and place of such
meeting. A written waiver of notice, signed by the director, whether before or
after such meeting shall be deemed equivalent to notice. Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except when the director attends the meeting for the express purposes of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

(F)        
Quorum and Manner of Acting. At least five (5) of the directors then in
office (including at least three (3) directors who are not also executive
officers of the Corporation (Institutional Directors)) shall be
present in person at any meeting of the Board of Directors in order to
constitute a quorum for the transaction of business at such meeting. In the
absence of a quorum for any such meeting, a majority of the directors present
thereat may adjourn such meeting from time to time until a quorum shall be
present. The vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors unless the vote of
a greater number of directors shall be required by the Certificate of
Incorporation of the Corporation, these By-laws or any stockholders agreement
between the Corporation and the holders of at least a majority of the stock
entitled to vote for the election of directors.

5

(G)        
Action by Communications Equipment. The directors, or the members of any
committee of the Board of Directors, may participate in a meeting of the Board
of Directors, or of such committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.

(H)        
Action by Consent. 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 of Directors or such committee, as
the case may be, consent thereto in writing, and such writing is filed with the
minutes of the proceedings of the Board of Directors or such committee.

(I)        
Organization.
At each meeting of the Board of Directors, the Chairman of the Board, or, if the
Chairman of the Board shall be absent from a meeting, any director chosen by a
majority of the directors present thereat, shall act as chairman of the meeting
and preside thereat. The Secretary or, in the absence of the Secretary, any
person (who shall be an Assistant Secretary, if an Assistant Secretary shall be
present thereat) whom the chairman shall appoint shall act as secretary of such
meeting and keep the minutes thereof.

SECTION
3.5.         Compensation. The Board of Directors may provide that the
Corporation shall reimburse directors for any expenses incurred on account of
attendance at any meeting of the Board of Directors or any committee thereof,
and may otherwise fix the compensation of directors. Nothing herein shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor or limit the authority of the Board of Directors
to fix such compensation.

# ARTICLE IV.

# Committees

SECTION
4.1.         Committees. The Board of Directors may designate one or
more committees, each committee to consist of three (3) or more directors
(including the Chairman of the Board and at least one Institutional Director),
and to have such duties and functions permitted by law as shall be provided in
such resolution.

SECTION
4.2.         Meetings and Quorum. Each Committee shall meet as often
as may be deemed necessary and expedient at such times and places as shall be
determined by such Committee. At all meetings of any Committee, a majority of
the members thereof shall constitute a quorum and the vote of a majority of all
of the members thereof at a meeting at which a quorum is present shall be the
act of such Committee. The Chairman of the Board or, in his absence, any other
member of any Committee selected by a majority of the members present shall
preside at the meetings of any Committee.

6

# ARTICLE V.

# Officers

SECTION
5.1.         Election and Appointment; Term of Office. The officers of
the Corporation shall be a Chairman of the Board, a President, one or more Vice
Presidents (the number thereof to be determined from time to time by the Board
of Directors), a Treasurer and a Secretary. Each such officer shall be elected
by the Board of Directors at its annual meeting and shall hold office until the
next annual meeting of the Board of Directors and until his or her successor is
elected or until his or her earlier death, resignation or removal in the manner
hereinafter provided. The Board of Directors may elect or appoint such other
officers (including one or more Vice Chairmen of the Board, one or more
Assistant Treasurers and one or more Assistant Secretaries) as it deems
necessary who shall have such authority and shall perform such duties as the
Board of Directors may prescribe. If additional officers are elected or
appointed during the year, each of them shall hold office until the next annual
meeting of the Board of Directors at which officers are regularly elected or
appointed and until his or her successor is elected or appointed or until his or
her earlier death, resignation or removal in the manner hereinafter provided.

SECTION 5.2.        
Resignation; Removal; Vacancies.

(A)        
Resignation. Any officer may resign at any time by giving written notice to the Chairman
of the Board or the Secretary of the Corporation, and such resignation shall
take effect upon receipt unless specified therein to be effective at some other
time (subject always to the provisions of Section 5.2B). No acceptance of
any such resignation shall be necessary to make it effective.

(B)        
Removal.
All officers and agents elected or appointed by the Board of Directors shall be
subject to removal at any time by the Board of Directors with or without cause.

(C)        
Vacancies.
A vacancy in any office may be filled for the unexpired portion of the term in
the same manner as provided for election or appointment to such office.

SECTION 5.3.        
Duties and Functions.

(A)        
Chairman of the Board. The Chairman of the Board shall preside at all
meetings of stockholders and directors and shall perform such other duties as
the Board of Directors may prescribe. In the absence or incapacity of the
Chairman of the Board, the powers and duties of the Chairman of the Board shall
be vested in the Vice Chairmen of the Board in the order of their seniority, if
any, in the President or in such other officer as the Board of Directors or the
Chairman of the Board shall have most recently designated for that purpose in a
writing filed with the Secretary or as otherwise established by the Board of
Directors from time to time.

(B)        
Chief Executive Officer. The Chief Executive Officer of the Corporation
shall see that orders and resolutions of the stockholders and Board of Directors
are carried into effect. Subject to the direction and control of the Board of
Directors, the Chief Executive Officer shall have responsibility for the
management and control of the affairs and business of the Corporation and shall
perform all duties and have all powers which are commonly incident to the office
of the Chief Executive Officer, including the power to enter into commitments,
execute and deliver contracts and do and perform all such other acts and things
as are necessary and appropriate to accomplish the Corporations business
purposes and to manage the day to day business, operations and affairs of the
Corporation. The Chief Executive Officer may assign such duties to other
officers of the Corporation as he or she deems appropriate.

7

(C)        
President.
The President shall act under the direction of the Chief Executive Officer. The
President shall be the Chief Operating Officer of the Corporation and shall have
such powers and perform such duties as the Board of Directors or the Chief
Executive Officer may prescribe. In the absence or incapacity of the Chief
Executive Officer, the President shall perform the duties of the Chief Executive
Officer.

(D)        
Vice Presidents. The Vice Presidents shall have such powers and
perform such duties as the Board of Directors or the Chief Executive Officer or
the President may prescribe. One or more Vice Presidents may be given and shall
use as part of his or her title such other designations, including, without
limitation, the designations Executive Vice President and
Senior Vice President, as the Board of Directors may designate from
time to time. In the absence or incapacity of the President, the powers and
duties of the President shall be vested in and performed by such Vice Presidents
as have the designation Executive Vice President, in the order of
their seniority or as otherwise established by action of the Board of Directors
from time to time, or by such other officer as the Board of Directors or the
Chief Executive Officer or the President shall have most recently designated for
that purpose in a writing filed with the Secretary.

(E)        
Chief Financial Officer. The Chief Financial Officer shall act under
the direction of the Chief Executive Officer. Subject to the direction of the
Chief Executive Officer, the Chief Financial Officer shall have charge of the
accounting records of the Corporation, shall keep full and accurate accounts of
all receipts and disbursements in books belonging to the Corporation, shall
maintain adequate internal control of the Corporations accounts, and
perform such other duties as may be prescribed by the Chief Executive Officer,
the President or the Board of Directors.

(F)        
Treasurer.
The Treasurer shall act under the direction of the Chief Executive Officer.
Subject to the direction of the Chief Executive Officer, the Treasurer shall
have charge and custody of and be responsible for all funds and securities of
the Corporation and the deposit thereof in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors
or by the Treasurer pursuant hereto. The Treasurer shall be authorized at any
time, and from time to time, by a writing countersigned by the Chief Executive
Officer or the President, to open bank accounts in the name of the Corporation
in any bank or trust company for the deposit therein of any funds, drafts,
checks or other orders for the payment of money to the Corporation; and the
Treasurer shall be authorized at any time, and from time to time, by a writing
countersigned by the Chief Executive Officer or the President, to authorize and
empower any representative or agent of the Corporation to draw upon or sign for
the Corporation either manually or by the use of facsimile signature, any and
all checks, drafts or other orders for the payment of money against such bank
accounts which any such bank or trust company may pay without further inquiry.

8

(G)        
Secretary.
The Secretary shall act under the direction of the Chief Executive Officer.
Subject to the direction of the Chief Executive Officer, the Secretary shall
attend all meetings of the Board of Directors and the stockholders and record
the proceedings in a book to be kept for that purpose and shall perform like
duties for committees designated by the Board of Directors when required. The
Secretary shall give or cause to be given notice of all meetings of the
stockholders and special meetings of the Board of Directors. The Secretary shall
affix the seal of the Corporation to all deeds, contracts, bonds or other
instruments requiring the corporate seal when the same shall have been signed on
behalf of the Corporation by a duly authorized officer. The Secretary shall be
the custodian of all contracts, deeds, documents and all other indicia of title
to properties owned by the Corporation and of its other corporate records
(except accounting records).

(H)        
Execution
of Documents. The Board of Directors or the Chief Executive
Officer shall designate the officers, employees and agents of the Corporation
who shall have power to execute and deliver deeds, contracts, mortgages, bonds,
debentures, checks, notes, drafts and other orders for the payment of money and
other documents in the ordinary course of business of the Corporation for and in
the name of the Corporation, except when the execution and delivery thereof
shall be expressly delegated by the Board of Directors or these By-laws to some
other officer or agent of the Corporation.

# ARTICLE VI.

# Books and
Records

The
books and records of the Corporation may be kept at such places within or
without the State of Delaware as the Board of Directors may from time to time
determine.

# ARTICLE VII.

# Shares and
Their Transfer; Fixing Record Dates

SECTION
7.1.         Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned and designating the class of stock to which such shares belong,
which shall otherwise be in such form as the Board of Directors shall prescribe.
Each such certificate shall be signed by, or in the name of the Corporation by,
the Chairman of the Board or the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Corporation. In the event the Corporation is advised in writing of any
agreement or agreements among stockholders of the Corporation relating to
restrictions on the transferability or voting rights of the Corporations
stock, no certificate for such restricted stock will be issued by the
Corporation unless first imprinted with a legend referring to such agreement or
agreements.

SECTION
7.2.         Transfer Agents and Registrars; Facsimile Signatures. The
Board of Directors shall have the power to appoint one or more transfer agents
and/or registrars for the transfer and/or registration of certificates of stock
of any class, and may require that stock certificates shall be countersigned
and/or registered by one or more of such transfer agents and/or registrars. In
the case of certificates for stock of the Corporation countersigned by a
transfer agent of the Corporation and/or registered by a registrar of the
Corporation, the signatures of the officers of the Corporation thereon may be
facsimiles of their respective autograph signatures, and all such stock
certificates so countersigned and/or registered and signed in facsimile as
aforesaid shall be as valid and effective for all purposes as if the facsimile
signatures thereon of such officers were their respective autograph signatures,
and notwithstanding the fact that any such officer whose facsimile signature
appears thereon may have ceased to be such officer at the time when any such
stock certificate shall be actually issued or delivered.

9

SECTION
7.3.         Stock Record. A record shall be kept of the name of the
person owning the stock represented by each certificate for stock of the
Corporation issued, the number of shares represented by each such certificate,
and the date thereof, and, in the case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes.

SECTION
7.4.         Transfer of Stock. Transfers of shares of the stock of
the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by the attorney of such registered holder
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation, and upon the surrender to the Corporation or a
transfer agent of the Corporation of the certificate or certificates for such
shares properly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer.

SECTION
7.5.         Lost, Stolen, Destroyed or Mutilated Certificates. The
holder of any stock of the Corporation shall promptly notify the Corporation of
any loss, theft, destruction or mutilation of the certificate therefor. The
Corporation may issue a new certificate for stock in the place of any
certificate theretofore issued by it and alleged to have been lost, stolen,
destroyed or mutilated, and the Board of Directors may, in its discretion,
require the owner of the lost, stolen, destroyed or mutilated certificate or the
legal representative of such owner to give the Corporation a bond in such sum,
limited or unlimited, in such form and with such surety or sureties as the Board
of Directors shall in its discretion determine, to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
theft, destruction or mutilation of any such certificate or the issuance of any
such new certificate.

SECTION
7.6.         Record Dates. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of the
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors 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 such meeting, nor more than sixty (60) days
prior to any such other action. If no record date is fixed: (1) the record
date for determining stockholders 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 the day on which the meeting is held; (2) the
record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is necessary, shall be the day on which the first written consent
is expressed; and (3) the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

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# ARTICLE VIII.

# 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 to be impressed or affixed or in
any other manner reproduced.

# ARTICLE IX.

# Fiscal Year

The
fiscal year of the Corporation shall end on the 31st day of December of each
year, or as otherwise fixed by resolution of the Board of Directors.

# ARTICLE X.

# Indemnification

A.        
person who
was or is a party or is threatened to be made a party to or is involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person or a person of whom such person is a legal representative is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation or for its benefit as a director, officer, employee or agent of
any other corporation, or as the representative of the Corporation in a
partnership, joint venture, trust or other entity, shall be indemnified and held
harmless by the Corporation to the fullest extent legally permissible under the
General Corporation Law of the State of Delaware, as amended from time to time,
against all expenses, liabilities and losses (including attorneys fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably paid
or incurred by such person in connection therewith. Such right of
indemnification shall be a contract right that may be enforced in any manner
desired by such person. Such right of indemnification shall include the right to
be paid by the Corporation the expenses incurred in defending any such action,
suit or proceeding in advance of its final disposition upon receipt of an
undertaking by or on behalf of such person to repay such amount if ultimately it
should be determined that such person is not entitled to be indemnified by the
Corporation under the General Corporation Law of the State of Delaware. Such
right of indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective rights of indemnification under the Certificate of
Incorporation of the Corporation or any agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article X. Any
person or persons who, pursuant to any provisions of the Certificate of
Incorporation of the Corporation, exercises or performs any of the powers or
duties conferred or imposed upon a director of the Corporation, shall be
entitled to the indemnification rights set forth in this Article X.

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B.        
Notwithstanding
anything in this Article X to the contrary, no person shall be indemnified in
respect of any claim, action, suit or proceeding initiated by any such person or
in which any such person has voluntarily intervened, other than an action
initiated by such person to enforce indemnification rights hereunder or an
action initiated with the approval of a majority of the Board of Directors.

C.        The Board of
Directors may cause the Corporation to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation or for its
benefit as a director, officer, employee or agent of any other corporation, or
as the representative of the Corporation in a partnership, joint venture, trust
or other entity, against any expense, liability or loss asserted against or
incurred by any such person in any such capacity or arising out of such status,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss.

D.        The Board of
Directors may adopt further By-laws from time to time with respect to
indemnification and may amend these and such further By-laws to provide at all
times the fullest indemnification permitted by the General Corporation Law of
the State of Delaware, as amended from time to time.

# ARTICLE XI.

# Amendments

These
By-laws may be altered, amended or repealed by (i) the affirmative vote of
at least 66-2/3% of the members of the Board of Directors present at a meeting
at which a quorum is present, which vote shall include the affirmative vote of
at least three Institutional Directors or (ii) the affirmative vote of at
least a majority of the holders of all the issued and outstanding shares of the
Corporations stock entitled to vote generally at a meeting of
stockholders, voting as a single class.

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