**EXHIBIT3.2**

 

PRECISION AUTO CARE, INC. BY-LAWS

 

**ARTICLE I**

 

**OFFICES AND RECORDS**

 

Section 1.1             Offices.  The Corporation may have such offices, either within or withoutthe Commonwealth of Virginia, as the Board of Directors may designate or as thebusiness of the Corporation may from time to time require.

 

Section 1.2             Books and Records.   The books and records of the Corporationmay be kept at the Corporation’s headquarters or at such other locations as mayfrom time to time be designated by the Board of Directors.

 

# **ARTICLE II**

 

# **STOCKHOLDERS**

 

Section 2.1             Annual Meeting.  The annual meeting of the stockholders ofthe Corporation shall be held at such date, place and/or time as may be fixedby resolution of the Board of Directors.

 

Section 2.2             Special Meeting.  Subject to the rights of the holders of anyseries of preferred stock, par value $.01 per share, of the Corporation (the“Preferred Stock”), special meetings of the stockholders may be called only bythe Chairman of the Board or by the Board of Directors pursuant to a resolutionadopted by a majority of the total number of directors which the Corporationwould have if there were no vacancies or unfilled newly-created directorships(the “Whole Board”).

 

Section 2.3             Place of Meeting.  The Board of Directors may designate theplace of meeting for any meeting of the stockholders. If no designation is madeby the Board of Directors, the place of meeting shall be the principal officeof the Corporation.

 

Section 2.4             Notice of Meeting.  Written or printed notice, stating theplace, day and hour of the meeting shall be prepared and delivered by theCorporation not less than ten days nor more than sixty days before the date ofthe meeting, either personally, or by mail, to each stockholder of recordentitled to vote at such meeting.  Ifmailed, such notice shall be deemed to be delivered when deposited in theUnited States mail with postage thereon prepaid, addressed to the stockholderat his or her address as it appears on the stock transfer books of theCorporation.  Notices of the annualmeeting of the stockholders need not state the purpose or purposes for whichthe meeting is called.  Notices of aspecial meeting of the stockholders, or notice of a meeting to act on an amendmentto the Articles of Incorporation of the Corporation, a plan of merger or shareexchange, a proposed sale of all or substantially all of the assets of theCorporation not in the ordinary course of business, or such other actionsrequiring special notice mandated by the Code of Virginia shall be mailed ordelivered not fewer than 25 nor more than 60 days before the meeting date.  Notice of a special meeting shall state thepurpose or purposes for which the meeting is called.  Such further notice shall be given as may be required bylaw.  Meetings may be held withoutnotice if all stockholders entitled to vote are present (except as otherwiseprovided by law), or if notice is waived by those not present. Any annual orspecial meeting of the stockholders may adjourn from time to time to reconveneat the same or other place without further notice to a date not more than 120days after the original meeting date.

 

Section 2.5             Quorum and Adjournment.  Except as otherwise provided by law or bythe Articles of Incorporation, the holders of a majority of the voting power ofthe outstanding shares of the Corporation entitled to vote generally in theelection of directors (the “Voting Stock”), represented in person or by proxy,shall constitute a quorum at a meeting of stockholders, except that whenspecified business is to be voted on by a class or series voting separately asa class or series, the holders of a majority of the voting power of the sharesof such class or series shall constitute a quorum for the transaction of suchbusiness. The Chairman of the meeting or a majority of the shares of VotingStock so represented may adjourn the meeting from time to time, whether or notthere is such a quorum (or, in the case of specified business to be voted on bya class or series, the chairman or a majority of the shares of such class orseries so represented may adjourn the meeting with respect to such specifiedbusiness).  No notice of the time andplace of adjourned meetings need be given except as required by law.  The stockholders present at a duly organizedmeeting may continue to transact business until adjournment, notwithstandingthe withdrawal of enough stockholders to leave less than a quorum.

 

Section 2.6             Proxies.  At all meetings of stockholders, a stockholder may vote by proxyexecuted in writing by the stockholder or as may be permitted by law, or by hisor her duly authorized attorney-in-fact. Such proxy must be filed with the Secretary of the Corporation or his orher representative at or before the time of the meeting.

 

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Section 2.7             Notice of Stockholder Business andNominations.

 

(A)          *Annual Meetings of Stockholders.*  (1) Nominations of persons for election tothe Board of Directors of the Corporation and the proposal of business to beconsidered by the stockholders may be made at an annual meeting of stockholders(a) pursuant to the Corporation’s notice of meeting delivered pursuant toSection 2.4 of these Bylaws, (b) by or at the direction of the Chairman ofthe Board or the Board of Directors or (c) by any stockholder of theCorporation who is entitled to vote at the meeting, who complied with thenotice procedures set forth in clauses (2) and (3) of this paragraph (A) ofthis Bylaw and who was a stockholder of record at the time such notice isdelivered to the Secretary of the Corporation.

 

(2)   For nominations or other business to be properlybrought before an annual meeting by a stockholder pursuant to clause (c) ofparagraph (A) (1) of this Bylaw, the stockholder must have given timely noticethereof in writing to the Secretary of the Corporation and such other businessmust otherwise be a proper matter for stockholder action.  To be timely, a stockholder’s notice shallbe delivered to the Secretary at the principal executive offices of the Corporationnot less than seventy days nor more than ninety days prior to the firstanniversary of the preceding year’s annual meeting; provided, however, that inthe event that the date of the annual meeting is advanced by more than twentydays, or delayed by more than seventy days, from such anniversary date, noticeby the stockholder to be timely must be so delivered not earlier than theninetieth day prior to such annual meeting and not later than the close ofbusiness on the later of the seventieth day prior to such annual meeting or thetenth day following the day on which public announcement of the date of suchmeeting is first made.  Suchstockholder’s notice shall set forth (a) as to each person whom the stockholderproposes to nominate for election or reelection as a director all informationrelating to such person that is required to be disclosed in solicitations ofproxies for election of directors in an election contest, or is otherwiserequired, in each case pursuant to Regulation 14A under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”) and Rule 14a-11 thereunder,including such person’s written consent to being named in the proxy statementas a nominee and to serving as a director if elected; (b) as to any otherbusiness that the stockholder proposes to bring before the meeting, a briefdescription of the business desired to be brought before the meeting, thereasons for conducting such business at the meeting and any material interestin such business of such stockholder and the beneficial owner, if any, on whosebehalf the proposal is made; and (c) as to the stockholder giving the noticeand the beneficial owner, if any, on whose behalf the nomination or proposal ismade (i) the name and address of such stockholder, as they appear on theCorporation’s books, and of such beneficial owner, (ii) the class and number ofshares of the Corporation which are owned beneficially and of record by suchstockholder and such beneficial owner and (iii) whether the proponent intendsor is part of a group which intends to solicit proxies from other stockholdersin support of such nomination or proposal. In no event shall the public announcement of an adjournment of an annualmeeting commence a new time period for the giving of a stockholder’s notice asdescribed above.

 

(3)   Notwithstanding anything in the second sentence ofparagraph (A) (2) of this Bylaw to the contrary, in the event that the numberof directors to be elected to the Board of Directors of the Corporation isincreased and there is no public announcement naming all of the nominees fordirector or specifying the size of the increased Board of Directors made by theCorporation at least eighty days prior to the first anniversary of thepreceding year’s annual meeting, a stockholder’s notice required by this Bylawshall also be considered timely, but only with respect to nominees for any newpositions created by such increase, if it shall be delivered to the Secretaryat the principal executive offices of the Corporation not later than the closeof business on the tenth day following the day on which such publicannouncement is first made by the Corporation.

 

(B)           *Special Meetings of Stockholders.* Onlysuch business shall be conducted at a special meeting of stockholders as shallhave been brought before the meeting pursuant to the Corporation’s notice ofmeeting pursuant to Section 2.4 of these Bylaws.  Nominations of persons for election of the Board of Directors maybe made at a special meeting of stockholders at which directors are to beelected pursuant to the Corporation’s notice of meeting (a) by or at thedirection of the Board of Directors or (b) by any stockholder of theCorporation who is entitled to vote at the meeting, who complies with thenotice procedures set forth in this Bylaw and who is a stockholder of record atthe time such notice is delivered to the Secretary of the Corporation.  In the event the Corporation calls a specialmeeting of stockholders for the purpose of electing one or more directors tothe Board of Directors, any such stockholder may nominate a person or persons(as the case may be), for election to such position(s) as are specified in theCorporation’s Notice of Meeting, if the stockholder’s notice as required byparagraph (A) (2) of this Bylaw shall be delivered to the Secretary at theprincipal executive offices of the Corporation not earlier than the ninetiethday prior to such special meeting and not later than the close of business onthe later of the seventieth day prior to such special meeting or the tenth dayfollowing the day on which public announcement is first made of the date of thespecial meeting and of the nominees proposed by the Board of Directors to beelected at such meeting.  In no eventshall the public announcement of an adjournment of a special meeting commence anew time period for the giving of a stockholder’s notice as described above.

 

(C)           *General.* (1) Only persons who arenominated in accordance with the procedures set forth in this Bylaw shall beeligible to serve as directors and only such business shall be conducted at ameeting of stockholders as shall have been brought before the meeting inaccordance with the procedures set forth in this Bylaw.  Except as otherwise provided by law, theArticles of Incorporation or these Bylaws, the chairman of the meeting shallhave the power and duty to determine whether a nomination or any businessproposed to be brought before the meeting was made in accordance with the

 

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procedures set forth in this Bylaw and, if any proposed nomination orbusiness is not in compliance with this Bylaw, to declare that such effectiveproposal or nomination shall be disregarded.

 

(2)   For purposes of this Bylaw, “public announcement”shall mean disclosure in a press release reported by the Dow Jones NewsService, Associated Press or comparable national news service or in a documentpublicly filed by the Corporation with the Securities and Exchange Commissionpursuant to Section 13, 14 or 15(d) of the Exchange Act.

 

(3)   Notwithstanding the foregoing provisions of thisBylaw, a stockholder shall also comply with all applicable requirements of theExchange Act and the rules and regulations thereunder with respect to thematters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights orstockholders to request inclusion of proposals in the Corporation’s proxystatement pursuant to Rule 14a-8 under the Exchange Act.

 

Section 2.8             Procedure for Election of Directors;Vote Required. Election of directors at all meetings of the stockholders atwhich directors are to be elected shall be by written ballot, and, except asotherwise set forth in the Articles of Incorporation with respect to the rightof the holders of any series of Preferred Stock or any other series or class ofstock to elect additional directors under specified circumstances, a pluralityof the votes cast thereat shall elect directors.  Except as otherwise provided by law, any applicable stockexchange rules, the Articles of Incorporation or Bylaws, all matters other thanthe election of directors submitted to the stockholders at any meeting shall bedecided by the affirmative vote of a majority of the voting power of theoutstanding Voting Stock present in person or represented by proxy at themeeting and entitled to vote thereon.

 

Section 2.9             Inspectors of Elections; Opening andClosing the Polls.

 

(A)          TheBoard of Directors by resolution shall appoint one or more inspectors, whichinspector or inspectors may include individuals who serve the Corporation inother capacities, including, without limitation, as officers, employees, agentsor representatives of the Corporation, to act at the meting and make a writtenreport thereof.  One or more persons maybe designated as alternate inspectors to replace any inspector who fails toact.  If no inspector or alternate hasbeen appointed to act, or if all inspectors or alternates who have beenappointed are unable to act, at a meeting of stockholders, the chairman of themeeting shall appoint one or more inspectors to act at the meeting.  Each inspector, before discharging his orher duties, shall take and sign an oath faithfully to execute the duties ofinspector with strict impartiality and according to the best of his or herability.  The inspectors shall have theduties prescribed by the Virginia Stock Corporation Act.

 

(B)           Thechairman of the meeting shall fix and announce at the meeting the date and timeof the opening and closing of the polls for each matter upon which the stockholderswill vote at a meeting.

 

# **ARTICLE III**

 

**BOARD OF DIRECTORS**

 

Section 3.1             General Powers.  The business and affairs of the Corporationshall be managed by or under the direction of its Board of Directors.  In addition to the powers and authorities bythese Bylaws expressly conferred upon them, the Board of Directors may exerciseall such powers of the Corporation and do all such lawful acts and things asare not by law, by the Articles of Incorporation or by these Bylaws required tobe exercised or done by the stockholders.

 

Section 3.2             Number, Tenure and Qualifications.  Subject to the rights of the holders of anyseries of Preferred Stock, or any other series or class of stock as set forthin the Articles of Incorporation, to elect directors under specifiedcircumstances, the number of directors shall be fixed from time to timeexclusively pursuant to a resolution adopted by a majority of the Whole Board,but shall consist of not more than 10 nor less than 5 directors.

 

Section 3.3             Regular Meetings.  A regular meeting of the Board of Directorsshall be held without notice other than this Bylaw immediately after, and atthe same place as, each annual meeting of stockholders.  The Board of Directors may, by resolution,provide the time and place for the holding of additional regular meetingswithout notice other than such resolution.

 

Section 3.4             Special Meetings.  Special meetings of the Board of Directorsshall be called at the request of the Chairman of the Board, the President or amajority of the Whole Board.  The personor persons authorized to call special meetings of the Board of Directors mayfix the place and time of the meetings.

 

Section 3.5             Notice.  Notice of any special meeting shall be given to each director ashis business or residence in writing or by telegram or by telephonecommunication.  If mailed, such noticeshall be deemed adequately delivered when deposited in the United States mailsso addressed, with postage thereon prepaid, at least five days before suchmeeting. If by telegram, such notice shall be deemed adequately delivered whenthe telegram is delivered to the telegraph company at least twenty-four hoursbefore such meeting.  If by facsimiletransmission, such notice shall be transmitted at least twenty-four hoursbefore such meeting.  If by telephone,the notice shall be given at least twelve hours prior to the time set for themeeting.  Neither the business to betransacted at, nor the

 

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purpose of, any regular or special meeting of the Board of Directorsneed be specified in the notice of such meeting, except for amendments to theseBylaws as provided under Section 7.1 of Article VII hereof.  A meeting may be held at any time withoutnotice if all the directors are present (except as otherwise provided by law)or if those not present waive notice of the meeting in writing, either beforeor after such meeting .

 

Section 3.6             Conference Telephone Meeting.  Members of the Board of Directors, or anycommittee thereof, may participate in a meeting of the Board of Directors orsuch committee by means of conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can heareach other, and such participation in a meeting shall constitute presence inperson at such meeting.

 

Section 3.7             Quorum. A whole number of directorsequal to at least a majority of the Whole Board shall constitute a quorum forthe transaction of business, but if at any meeting of the Board of Directorsthere shall be less than a quorum present, a majority of the directors presentmay adjourn the meeting from time to time without further notice.  The act of the majority of the directorspresent at a meeting at which a quorum is present shall be the act of the Boardof Directors.

 

Section 3.8             Vacancies.  Subject to the rights of the holders of anyseries of Preferred Stock, or any other series or class of stock as set forthin the Articles of Incorporation, to elect additional directors under specifiedcircumstances, and unless the Board of Directors otherwise determine, vacanciesresulting from death, resignation, retirement, disqualification, removal fromoffice or other cause, and newly created directorships resulting from anyincrease in the authorized number of directors, may be filled only by theaffirmative vote of a majority of the remaining directors, though less than aquorum of the Board of Directors, and directors so chosen shall hold office fora term expiring at the annual meeting of stockholders at which the term ofoffice of the class to which they have been elected expires and until suchdirector’s successor shall have been duly elected and qualified.  No decrease in the number of authorizeddirectors constituting the Whole Board shall shorten the term of any incumbentdirector.

 

Section 3.9             Committee.

 

(A)          The Board of Directors may designate one ormore committees, each committee to consist of one or more of the directors ofthe Corporation.  The Board of Directorsmay designate one or more directors as alternate members of any committee, whomay replace any absent or disqualified member at any meeting of thecommittee.  In the absence ordisqualification of a member of the committee, the member or members thereof presentat any meeting and not disqualified from voting, whether or not he or theyconstitute a quorum, may unanimously appoint another member of the Board ofDirectors to act at the meeting in place of any such absent or disqualifiedmember. Any such committee, to the extent permitted by law and to the extentprovided in the resolution of the Board of Directors, shall have and mayexercise all the powers and authority of the Board of Directors in themanagement of the business and affairs of the corporation, and may authorizethe seal of the Corporation to be affixed to all papers which may require it.

 

(B)           Unless the Board of Directors otherwiseprovides, each committee designated by the Board of Directors may make, alterand repeal rules for the conduct of its business.  In the absence of such rules each committee shall conduct itsbusiness in the same manner as the Board of Directors conducts its businesspursuant to these Bylaws.

 

Section 3.10           Removal.  Subject to the rights of the holders of any series of PreferredStock, or any other series or class of stock as set forth in the Articles ofIncorporation, to elect additional directors under specified circumstances, anydirector, or the entire Board of Directors, may be removed from office at anytime, but only for cause and only by the affirmative vote of the holders of atleast 80 percent of the voting power of the then outstanding Voting Stock,voting together as a single class.

 

**ARTICLE IV**

 

**OFFICERS**

 

Section 4.1             Elected Officers.  The elected officers of the Corporationshall be a Chairman of the Board, a President, a Secretary, a Treasurer, andsuch other officers as the Board of Directors from time to time may deemproper.  The Chairman of the Board shallbe chosen from the directors.  Allofficers chosen by the Board of Directors shall each have such powers andduties as generally pertain to their respective offices, subject to thespecific provisions of this Article IV. Such officers shall also have powers and duties as from time to time maybe conferred by the Board of Directors or by any committee thereof.

 

Section 4.2             Election and Term of Office. Theelected officers of the Corporation shall be elected annually by the Board ofDirectors at the regular meeting of the Board of Directors held after eachannual meeting of the stockholders.  Ifthe election of officers shall not be held at such meeting, such election shallbe held as soon thereafter as convenient. Subject to Section 4.7 of these Bylaws, each officer shall holdoffice until his successor shall have been duly elected and shall havequalified or until his death or until he shall resign.

 

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Section 4.3             Chairman of the Board.  The Chairman of the Board shall preside atall meetings of the stockholders and of the Board of Directors.  The Chairman of the Board shall beresponsible for the general management of the affairs of the Corporation andshall perform all duties incidental to his office which may be required by lawand all such other duties as are properly required of him by the Board ofDirectors.  Except where by law thesignature of the President is required, the Chairman of the Board shall possessthe same power as the President to sign all certificates, contracts, and otherinstruments of the Corporation which may be authorized by the Board ofDirectors.  He shall make reports to theBoard of Directors and the stockholders, and shall perform all such otherduties as are properly required of him by the Board of Directors.  He shall see that all orders and resolutionsof the Board of Directors and of any committee thereof are carried into effect.

 

Section 4.4             President.  The President shall act in a generalexecutive capacity and shall assist the Chairman of the Board in theadministration and operation of the Corporation’s business and generalsupervision of its policies and affairs. The President shall, in the absence of or because of the inability toact o the Chairman of the Board, perform all duties of the Chairman of theBoard and preside at all meetings of stockholders and the Board ofDirectors.  The President may sign,alone or with the Secretary, or an Assistant Secretary, or any other properofficer of the Corporation authorized by the Board of Directors, certificates,contracts, an o other instruments of the Corporation as authorized by the Boardof Directors.

 

Section 4.5             Secretary.  The Secretary shall give, or cause to begiven, notice of all meetings of stockholders and directors and all othernotices required by law or by these Bylaws, and in case of his absence or refusalor neglect so to do, any such notice may be given by any person thereuntodirected by the Chairman of the Board or the President, or by the Board ofDirectors, upon whose request the meeting is called as provide in these Bylaws.  He shall record all the proceedings of themeetings of the Board of Directors, any committees thereof and the stockholdersof the Corporation in a book to be kept for that purpose, and shall performsuch other duties as may be assigned to him by the Board of Directors, the Chairmanof the Board or the President.  He shallhave the custody of the seal of the Corporation and shall affix the same to allinstruments requiring it, when authorized by the Board of Directors, theChairman of the Board or the President, and attest to the same.

 

Section 4.6             Treasurer.  The Treasurer shall have the custody of thecorporate funds and securities and shall keep full and accurate receipts anddisbursements in books belonging to the Corporation.  The Treasurer shall deposit all moneys and other valuables in thename and to the credit of the Corporation in such depositaries as may bedesignated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may beordered by the Board of Directors, the Chairman of the Board, or the President,taking proper vouchers for such disbursements. The Treasurer shall render to the Chairman of the Board, the Presidentand the Board of Directors, whenever requested, an account of all his transactionsas Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, theTreasurer shall give the Corporation a bond for the faithful discharge of hisduties in such amount and with such surety as the Board of Directors shallprescribe.

 

Section 4.7             Removal.  Any officer elected by the Board of Directors may be removed bythe Board of Directors whenever, in their judgment, the best interests of theCorporation would be served thereby.  Noelected officer shall have any contractual rights against the Corporation forcompensation by virtue of such election beyond the date of the election of hissuccessor, his death, his resignation or his removal, whichever event shallfirst occur, except as otherwise provided in an employment contract or anemployee plan.

 

Section 4.8             Vacancies.  A newly created office and a vacancy in anyoffice because of death, resignation, or removal may be filled by the Board ofDirectors for the unexpired portion of the term at any meeting of the Board ofDirectors.

 

# **ARTICLE V**

 

**STOCK CERTIFICATES AND TRANSFERS**

 

Section 5.1             Stock Certificates and Transfers.

 

(A)                          The interest of eachstockholder of the Corporation shall be evidenced by certificates for shares ofstock in such form as the appropriate officers of the Corporation may from timeto time prescribe.  The shares of thestock of the Corporation shall be transferred on the books of the Corporationby the holder thereof in person or by his attorney, upon surrender forcancellation of certificates for the same number of shares, with an assignmentand power of transfer endorsed thereon or attached thereto, duly executed, andwith such proof of the authenticity of the signature as the Corporation or itsagents may reasonably require.

 

(B)                           The certificates of stockshall be signed, countersigned and registered in such manner as the Board ofDirectors may be resolution prescribed, which resolution may permit all or anyof the signatures on such certificates to be in facsimile.  In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate has ceased to be such officer, transfer agent or registrar beforesuch certificate is issued, it may be issued by the Corporation with the sameeffect as if he were such officer, transfer agent or registrar at the date ofissue.

 

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# **ARTICLE VI**

 

**MISCELLANEOUS PROVISIONS**

 

Section 6.1             Fiscal Year.  The fiscal year of the Corporation shallbegin on the first day of July and end on the thirtieth day ofJune of each year.

 

Section 6.2             Dividends.  The Board of Directors may from time to timedeclare, and the Corporation may pay, dividends on its outstanding shares inthe manner and upon the terms and conditions provided by law and its Articlesof Incorporation.

 

Section 6.3             Seal.        The corporate seal shall have inscribed thename of the Corporation thereon and shall be in such form as may be approvedfrom time to time by the Board of Directors.

 

Section 6.4             Waiver of Notice.  Whenever any notice is required to be givento any stockholder or director of the Corporation under the provisions of theVirginia Stock Corporation Act, a waiver thereof in writing, signed by theperson or persons entitled to such notice, whether before or after the timestated therein, shall be deemed equivalent to the giving of such notice.  Neither business to be transacted at, northe purpose of, any annual or special meeting of the stockholders of the Boardof Directors need be specified in any waiver of notice of such meeting.

 

Section 6.5             Audits.  The accounts, books and records of the Corporation shall beaudited upon the conclusion of each fiscal year by an independent certifiedpublic accountant selected by the Board of Directors, and it shall be the dutyof the Board of Directors to cause such audit to be made annually.

 

Section 6.6             Resignations.  Any director or any officer, whether electedor appointed, may resign at any time by serving written notice of suchresignation on the Chairman of the Board, the President or the Secretary, andsuch resignation shall be deemed to be effective as of the close of business onthe date said notice is received by the Chairman of the Board, the President,or the Secretary or at such later date as is stated therein.  No formal action shall be required of theBoard of Directors or the stockholders to make any such resignation effective.

 

Section 6.7             Contracts.  Except as otherwise required by law, theArticles of Incorporation or these Bylaws, any contracts or other instrumentsmay be executed and delivered in the name and on the behalf of the Corporationby such officer or officers of the Corporation as the Board of Directors mayfrom time to time direct.  Suchauthority may be general or confined to specific instances as the Board may determine.  The Chairman of the Board, the President orany Vice President may execute bonds, contracts, deeds, leases and otherinstruments to be made or executed for or on behalf of the Corporation.  Subject to any restrictions imposed by theBoard of Directors or the Chairman of the Board, the President or any VicePresident of the Corporation may delegate contractual powers to others underhis jurisdiction, it being understood, however, that any such delegation ofpower shall not relieve such officer of responsibility with respect to theexercise of such delegated power.

 

Section 6.8             Proxies.  Unless otherwise provided by resolution adopted by the Board ofDirectors, the Chairman of the Board, the President or any Vice President mayfrom time to time appoint an attorney or attorneys or agent or agents of theCorporation, in the name and on behalf of the Corporation, to cast the voteswhich the Corporation  may be entitledto cast as the other entity, any of whose stock or other securities may be heldby the Corporation, at meetings of the holders of the stock or other securitiesof such other corporation or other entity, or to consent in writing, in thename of the Corporation as such holder, to any action by such other corporationor other entity, and may instruct the person or persons so appointed as to themanner of casting such votes or giving such consent, and may execute or causeto be executed in the name or on behalf of the Corporation and under itscorporate seal or otherwise, all such written proxies or other instruments ashe may deem necessary or proper in the premises.

 

# **ARTICLE VII**

 

**AMENDMENTS**

 

7.1           Amendments.  These Bylaws may be amended, altered, addedto, rescinded or repealed at any meeting of the Board of Directors or of thestockholders, provided notice of the proposed change was given in the notice ofthe meeting and, in the case of a meeting of the Board of Directors, in anotice given no less than twenty-four hours prior to the meeting; provided,however, that, notwithstanding any other provisions of these Bylaws or anyprovision of law which might otherwise permit a lesser vote or no vote, but inaddition to any affirmative vote of the holders of any particular class orseries of the stock required by law, the Articles of Incorporation or theseBylaws, the affirmative vote of the holders of at least 80 percent of thevoting power of the then outstanding Voting Stock, voting together as a singleclass, shall be required in order for stockholders to alter, amend or repealand provision of these Bylaws or to adopt any additional bylaw.

 

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These Bylaws were adopted by the initial directors at theOrganizational meeting of the Board of Directors of the Corporation.

 

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