**EXHIBIT3.2**

 

PRECISION AUTO CARE, INC.BY-LAWS

 

**ARTICLEI**

 

**OFFICESAND RECORDS**

 

Section 1.1             Offices.  The Corporation may have such offices, eitherwithin or without the Commonwealth of Virginia, as the Board of Directors maydesignate or as the business of the Corporation may from time to time require.

 

Section 1.2             Booksand Records.  The books and recordsof the Corporation may be kept at the Corporation’s headquarters or at suchother locations as may from time to time be designated by the Board of Directors.

 

# **ARTICLEII**

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# **STOCKHOLDERS**

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Section 2.1             AnnualMeeting.  The annual meeting of thestockholders of the Corporation shall be held at such date, place and/or timeas may be fixed by resolution of the Board of Directors.

 

Section 2.2             SpecialMeeting.  Subject to the rights ofthe holders of any series of preferred stock, par value $.01 per share, of theCorporation (the “Preferred Stock”), special meetings of the stockholders maybe called only by the Chairman of the Board or by the Board of Directors pursuantto a resolution adopted by a majority of the total number of directors whichthe Corporation would have if there were no vacancies or unfilled newly-createddirectorships (the “Whole Board”).

 

Section 2.3             Placeof Meeting.  The Board of Directorsmay designate the place of meeting for any meeting of the stockholders. If nodesignation is made by the Board of Directors, the place of meeting shall bethe principal office of the Corporation.

 

Section 2.4             Noticeof Meeting.  Written or printednotice, stating the place, day and hour of the meeting shall be prepared anddelivered by the Corporation not less than ten days or more than sixty daysbefore the date of the meeting, either personally, or by mail, to eachstockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail with postage thereonprepaid, addressed to the stockholder at his or her address as it appears onthe stock transfer books of the Corporation. Notices of the annual meeting of the stockholders need not state thepurpose or purposes for which the meeting is called.  Notices of a special meeting of thestockholders, or notice of a meeting to act on an amendment to the Articles ofIncorporation of the Corporation, a plan of merger or share exchange, aproposed sale of all or substantially all of the assets of the Corporation notin the ordinary course of business, or such other actions requiring specialnotice mandated by the Code of Virginia shall be mailed or delivered not fewerthan 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 berequired by law.  Meetings may be heldwithout notice if all stockholders entitled to vote are present (except asotherwise provided by law), or if notice is waived by those not present. Anyannual or special meeting of the stockholders may adjourn from time to time toreconvene at the same or other place without further notice to a date not morethan 120 days after the original meeting date.

 

Section 2.5             Quorumand Adjournment.  Except as otherwiseprovided by law or by the Articles of Incorporation, the holders of a majorityof the voting power of the outstanding shares of the Corporation entitled tovote generally in the election of directors (the “Voting Stock”), representedin person or by proxy, shall constitute a quorum at a meeting of stockholders,except that when specified business is to be voted on by a class or seriesvoting separately as a class or series, the holders of a majority of the votingpower of the shares of such class or series shall constitute a quorum for thetransaction of such business. The Chairman of the meeting or a majority of theshares of Voting Stock so represented may adjourn the meeting from time totime, whether or not there is such a quorum (or, in the case of specifiedbusiness to be voted on by a class or series, the chairman or a majority of theshares of such class or series so represented may adjourn the meeting withrespect to such specified business).  Nonotice of the time and place of adjourned meetings need be given except asrequired by law.  The stockholderspresent at a duly organized meeting may continue to transact business untiladjournment, notwithstanding the withdrawal of enough stockholders to leaveless than a quorum.

 

Section 2.6             Proxies.  At all meetings of stockholders, astockholder may vote by proxy executed in writing by the stockholder or as maybe permitted by law, or by his or her duly authorized attorney-in-fact.  Such proxy must be filed with the Secretaryof the Corporation or his or her representative at or before the time of themeeting.

 

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Section 2.7             Noticeof Stockholder Business and Nominations.

 

(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 of theBoard or the Board of Directors or (c) by any stockholder of the Corporationwho is entitled to vote at the meeting, who complied with the notice proceduresset forth in clauses (2) and (3) of this paragraph (A) of this Bylaw and whowas a stockholder of record at the time such notice is delivered to theSecretary of the Corporation.

 

(2)   For nominations orother business to be properly brought before an annual meeting by a stockholderpursuant to clause (c) of paragraph (A) (1) of this Bylaw, the stockholder musthave given timely notice thereof in writing to the Secretary of the Corporationand such other business must otherwise be a proper matter for stockholderaction.  To be timely, a stockholder’snotice shall be delivered to the Secretary at the principal executive officesof the Corporation not less than seventy days nor more than ninety days priorto 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 bymore than twenty days, or delayed by more than seventy days, from suchanniversary date, notice by the stockholder to be timely must be so deliverednot earlier than the ninetieth day prior to such annual meeting and not laterthan the close of business on the later of the seventieth day prior to suchannual meeting or the tenth day following the day on which public announcementof the date of such meeting is first made. Such stockholder’s notice shall set forth (a) as to each person whom thestockholder proposes to nominate for election or reelection as a director allinformation relating to such person that is required to be disclosed insolicitations of proxies for election of directors in an election contest, oris otherwise required, in each case pursuant to Regulation 14A under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-11thereunder, including such person’s written consent to being named in the proxystatement as a nominee and to serving as a director if elected; (b) as to anyother business that the stockholder proposes to bring before the meeting, abrief description 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)   Notwithstandinganything in the second sentence of paragraph (A) (2) of this Bylaw to thecontrary, in the event that the number of directors to be elected to the Boardof Directors of the Corporation is increased and there is no publicannouncement naming all of the nominees for director or specifying the size ofthe increased Board of Directors made by the Corporation at least eighty daysprior to the first anniversary of the preceding year’s annual meeting, astockholder’s notice required by this Bylaw shall also be considered timely,but only with respect to nominees for any new positions created by suchincrease, if it shall be delivered to the Secretary at the principal executiveoffices of the Corporation not later than the close of business on the tenthday following the day on which such public announcement is first made by theCorporation.

 

(B)           *Special Meetings of Stockholders.* Only such business shallbe conducted at a special meeting of stockholders as shall have been broughtbefore the meeting pursuant to the Corporation’s notice of meeting pursuant toSection 2.4 of these Bylaws.  Nominationsof persons for election of the Board of Directors may be made at a specialmeeting of stockholders at which directors are to be elected pursuant to theCorporation’s notice of meeting (a) by or at the direction of the Board ofDirectors or (b) by any stockholder of the Corporation who is entitled to voteat the meeting, who complies with the notice procedures set forth in this Bylawand who is a stockholder of record at the time such notice is delivered to theSecretary of the Corporation.  In theevent the Corporation calls a special meeting of stockholders for the purposeof electing one or more directors to the Board of Directors, any suchstockholder may nominate a person or persons (as the case may be), for electionto such position(s) as are specified in the Corporation’s Notice of Meeting, ifthe stockholder’s notice as required by paragraph (A) (2) of this Bylaw shallbe delivered to the Secretary at the principal executive offices of theCorporation not earlier than the ninetieth day prior to such special meetingand not later than the close of business on the later of the seventieth dayprior to such special meeting or the tenth day following the day on whichpublic announcement is first made of the date of the special meeting and of thenominees proposed by the Board of Directors to be elected at such meeting.  In no event shall the public announcement ofan adjournment of a special meeting commence a new time period for the givingof a stockholder’s notice as described above.

 

(C)           *General.* (1) Only persons who are nominated in accordancewith the procedures set forth in this Bylaw shall be eligible to serve asdirectors and only such business shall be conducted at a meeting ofstockholders as shall have been brought before the meeting in accordance withthe procedures set forth in this Bylaw. Except as otherwise provided by law, the

 

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Articles of Incorporation or these Bylaws, thechairman of the meeting shall have the power and duty to determine whether anomination or any business proposed to be brought before the meeting was madein accordance with the procedures set forth in this Bylaw and, if any proposednomination or business is not in compliance with this Bylaw, to declare thatsuch effective proposal or nomination shall be disregarded.

 

(2)   For purposes ofthis Bylaw, “public announcement” shall mean disclosure in a press releasereported by the Dow Jones News Service, Associated Press or comparable nationalnews service or in a document publicly filed by the Corporation with theSecurities and Exchange Commission pursuant to Section 13, 14 or 15(d) of theExchange Act.

 

(3)   Notwithstandingthe foregoing provisions of this Bylaw, a stockholder shall also comply withall applicable requirements of the Exchange Act and the rules and regulationsthereunder with respect to the matters set forth in this Bylaw.  Nothing in this Bylaw shall be deemed toaffect any rights or stockholders to request inclusion of proposals in theCorporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

 

Section 2.8             Procedurefor Election of Directors; Vote Required. Election of directors at allmeetings of the stockholders at which directors are to be elected shall be bywritten ballot, and, except as otherwise set forth in the Articles ofIncorporation with respect to the right of the holders of any series ofPreferred Stock or any other series or class of stock to elect additionaldirectors under specified circumstances, a plurality of the votes cast thereatshall elect directors.  Except asotherwise provided by law, any applicable stock exchange rules, the Articles ofIncorporation or Bylaws, all matters other than the election of directorssubmitted to the stockholders at any meeting shall be decided by theaffirmative vote of a majority of the voting power of the outstanding VotingStock present in person or represented by proxy at the meeting and entitled tovote thereon.

 

Section 2.9             Inspectorsof Elections; Opening and Closing 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 or herduties, 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 thestockholders will vote at a meeting.

 

# **ARTICLEIII**

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**BOARD OFDIRECTORS**

 

Section 3.1             GeneralPowers.  The business and affairs ofthe Corporation shall be managed by or under the direction of its Board ofDirectors.  In addition to the powers andauthorities by these Bylaws expressly conferred upon them, the Board ofDirectors may exercise all such powers of the Corporation and do all suchlawful acts and things as are not by law, by the Articles of Incorporation orby these Bylaws required to be exercised or done by the stockholders.

 

Section 3.2             Number,Tenure and Qualifications.  Subjectto the rights of the holders of any series of Preferred Stock, or any otherseries or class of stock as set forth in the Articles of Incorporation, toelect directors under specified circumstances, the number of directors shall befixed from time to time exclusively pursuant to a resolution adopted by amajority of the Whole Board, but shall consist of not more than 10 nor lessthan 5 directors.

 

Section 3.3             RegularMeetings.  A regular meeting of theBoard of Directors shall be held without notice other than this Bylawimmediately after, and at the same place as, each annual meeting ofstockholders.  The Board of Directorsmay, by resolution, provide the time and place for the holding of additionalregular meetings without notice other than such resolution.

 

Section 3.4             SpecialMeetings.  Special meetings of theBoard of Directors shall be called at the request of the Chairman of the Board,the President or a majority of the Whole Board. The person or persons authorized to call special meetings of the Boardof Directors may fix the place and time of the meetings.

 

Section 3.5             Notice.  Notice of any special meeting shall be givento each director as his business or residence in writing or by telegram or bytelephone communication.  If mailed, suchnotice shall be deemed adequately delivered when deposited in the United Statesmails so addressed, with postage thereon prepaid, at least five days before suchmeeting. If by telegram, such notice shall be

 

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deemed adequatelydelivered when the telegram is delivered to the telegraph company at leasttwenty-four hours before such meeting. If by facsimile transmission, such notice shall be transmitted at leasttwenty-four hours before such meeting. If by telephone, the notice shall be given at least twelve hours priorto the time set for the meeting.  Neitherthe business to be transacted at, nor the purpose of, any regular or specialmeeting of the Board of Directors need be specified in the notice of suchmeeting, except for amendments to these Bylaws as provided under Section 7.1 ofArticle VII hereof.  A meeting may beheld at any time without notice if all the directors are present (except as otherwiseprovided by law) or if those not present waive notice of the meeting inwriting, either before or after such meeting .

 

Section 3.6             ConferenceTelephone Meeting.  Members of theBoard of Directors, or any committee thereof, may participate in a meeting ofthe Board of Directors or such committee by means of conference telephone orsimilar communications equipment by means of which all persons participating inthe meeting can hear each other, and such participation in a meeting shallconstitute presence in person at such meeting.

 

Section 3.7             Quorum.A whole number of directors equal to at least a majority of the Whole Boardshall constitute a quorum for the transaction of business, but if at anymeeting of the Board of Directors there shall be less than a quorum present, amajority of the directors present may adjourn the meeting from time to timewithout further notice.  The act of themajority of the directors present at a meeting at which a quorum is present shallbe the act of the Board of 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)                  TheBoard of Directors may designate one or more committees, each committee toconsist of one or more of the directors of the Corporation.  The Board of Directors may designate one ormore directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee.  In the absence or disqualification of amember of the committee, the member or members thereof present at any meetingand not disqualified from voting, whether or not he or they constitute aquorum, may unanimously appoint another member of the Board of Directors to actat the meeting in place of any such absent or disqualified member. Any suchcommittee, to the extent permitted by law and to the extent provided in theresolution of the Board of Directors, shall have and may exercise all thepowers and authority of the Board of Directors in the management of thebusiness and affairs of the corporation, and may authorize the seal of theCorporation to be affixed to all papers which may require it.

 

(B)                   Unlessthe Board of Directors otherwise provides, each committee designated by theBoard of Directors may make, alter and repeal rules for the conduct of itsbusiness.  In the absence of such ruleseach committee shall conduct its business in the same manner as the Board ofDirectors conducts its business pursuant to these Bylaws.

 

Section 3.10           Removal.  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, any director, or the entire Board of Directors, may be removedfrom office at any time, but only for cause and only by the affirmative vote ofthe holders of at least 80 percent of the voting power of the then outstandingVoting Stock, voting together as a single class.

 

**ARTICLEIV**

 

**OFFICERS**

 

Section 4.1             ElectedOfficers.  The elected officers ofthe Corporation shall be a Chairman of the Board, a President, a Secretary, aTreasurer, and such other officers as the Board of Directors from time to timemay deem proper.  The Chairman of theBoard shall be chosen from the directors. All officers chosen by the Board of Directors shall each have suchpowers and duties as generally pertain to their respective offices, subject tothe specific 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.

 

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Section 4.2             Electionand Term of Office. The elected officers of the Corporation shall beelected annually by the Board of Directors at the regular meeting of the Boardof Directors held after each annual meeting of the stockholders.  If the election of officers shall not be heldat such meeting, such election shall be held as soon thereafter asconvenient.  Subject to Section 4.7 ofthese Bylaws, each officer shall hold office until his successor shall havebeen duly elected and shall have qualified or until his death or until he shallresign.

 

Section 4.3             Chairmanof the Board.  The Chairman of theBoard shall preside at all meetings of the stockholders and of the Board ofDirectors.  The Chairman of the Boardshall be responsible for the general management of the affairs of theCorporation and shall perform all duties incidental to his office which may berequired by law and all such other duties as are properly required of him bythe Board of Directors.  Except where bylaw the signature of the President is required, the Chairman of the Board shallpossess the same power as the President to sign all certificates, contracts,and other instruments of the Corporation which may be authorized by the Boardof Directors.  He shall make reports tothe Board 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, aloneor with the Secretary, or an Assistant Secretary, or any other proper officerof 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 orrefusal or neglect so to do, any such notice may be given by any personthereunto directed by the Chairman of the Board or the President, or by theBoard of Directors, upon whose request the meeting is called as provide inthese Bylaws.  He shall record all theproceedings of the meetings of the Board of Directors, any committees thereofand the stockholders of the Corporation in a book to be kept for that purpose,and shall perform such other duties as may be assigned to him by the Board ofDirectors, the Chairman of the Board or the President.  He shall have the custody of the seal of theCorporation and shall affix the same to all instruments requiring it, whenauthorized by the Board of Directors, the Chairman of the Board or thePresident, 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 andother valuables in the name and to the credit of the Corporation in suchdepositaries as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of theCorporation as may be ordered by the Board of Directors, the Chairman of theBoard, or the President, taking proper vouchers for such disbursements.  The Treasurer shall render to the Chairman ofthe Board, the President and the Board of Directors, whenever requested, anaccount of all his transactions as Treasurer and of the financial condition ofthe Corporation.  If required by theBoard of Directors, the Treasurer shall give the Corporation a bond for thefaithful discharge of his duties in such amount and with such surety as theBoard of Directors shall prescribe.

 

Section 4.7             Removal. Any officer elected by the Board ofDirectors may be removed by the Board of Directors whenever, in their judgment,the best interests of the Corporation would be served thereby.  No elected officer shall have any contractualrights against the Corporation for compensation by virtue of such electionbeyond the date of the election of his successor, his death, his resignation orhis removal, whichever event shall first occur, except as otherwise provided inan employment contract or an employee 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.

 

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**STOCKCERTIFICATES AND TRANSFERS**

 

Section 5.1             StockCertificates and Transfers.

 

(A)                          Theinterest of each stockholder of the Corporation shall be evidenced bycertificates for shares of stock in such form as the appropriate officers ofthe Corporation may from time to time prescribe.  The shares of the stock of the Corporationshall be transferred on the books of the Corporation by the holder thereof inperson or by his attorney, upon surrender for cancellation of certificates forthe same number of shares, with an assignment and power of transfer endorsedthereon or attached thereto, duly executed, and with such proof of theauthenticity of the signature as the Corporation or its agents may reasonablyrequire.

 

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(B)                           Thecertificates of stock shall be signed, countersigned and registered in suchmanner as the Board of Directors may be resolution prescribed, which resolutionmay permit all or any of the signatures on such certificates to be infacsimile.  In case any officer, transferagent or registrar who has signed or whose facsimile signature has been placedupon a certificate has ceased to be such officer, transfer agent or registrarbefore such certificate is issued, it may be issued by the Corporation with thesame effect as if he were such officer, transfer agent or registrar at the dateof issue.

 

# **ARTICLEVI**

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**MISCELLANEOUSPROVISIONS**

 

Section 6.1             FiscalYear.  The fiscal year of theCorporation shall begin on the first day of July and end on the thirtieth dayof June 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.        Thecorporate seal shall have inscribed the name of the Corporation thereon andshall be in such form as may be approved from time to time by the Board ofDirectors.

 

Section 6.4             Waiverof Notice.  Whenever any notice isrequired to be given to any stockholder or director of the Corporation underthe provisions of the Virginia Stock Corporation Act, a waiver thereof inwriting, signed by the person or persons entitled to such notice, whetherbefore or after the time stated therein, shall be deemed equivalent to thegiving of such notice.  Neither businessto be transacted at, nor the purpose of, any annual or special meeting of thestockholders of the Board of Directors need be specified in any waiver ofnotice of such meeting.

 

Section 6.5             Audits.  The accounts, books and records of theCorporation shall be audited upon the conclusion of each fiscal year by anindependent certified public accountant selected by the Board of Directors, andit shall be the duty of the Board of Directors to cause such audit to be madeannually.

 

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.  Such authoritymay be general or confined to specific instances as the Board maydetermine.  The Chairman of the Board,the President or any Vice President may execute bonds, contracts, deeds, leasesand other instruments to be made or executed for or on behalf of theCorporation.  Subject to any restrictionsimposed by the Board of Directors or the Chairman of the Board, the Presidentor any Vice President of the Corporation may delegate contractual powers toothers under his jurisdiction, it being understood, however, that any suchdelegation of power shall not relieve such officer of responsibility withrespect to the exercise of such delegated power.

 

Section 6.8             Proxies.  Unless otherwise provided by resolutionadopted by the Board of Directors, the Chairman of the Board, the President orany Vice President may from time to time appoint an attorney or attorneys oragent or agents of the Corporation, in the name and on behalf of theCorporation, to cast the votes which the Corporation may be entitled to cast asthe other entity, any of whose stock or other securities may be held by theCorporation, at meetings of the holders of the stock or other securities ofsuch other corporation or other entity, or to consent in writing, in the nameof the Corporation as such holder, to any action by such other corporation orother 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.

 

# **ARTICLEVII**

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**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,

 

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notwithstanding any otherprovisions of these Bylaws or any provision of law which might otherwise permita lesser vote or no vote, but in addition to any affirmative vote of theholders of any particular class or series of the stock required by law, theArticles of Incorporation or these Bylaws, the affirmative vote of the holdersof at least 80 percent of the voting power of the then outstanding VotingStock, voting together as a single class, shall be required in order forstockholders to alter, amend or repeal and provision of these Bylaws or toadopt any additional bylaw.

 

These Bylaws were adoptedby the initial directors at the Organizational meeting of the Board ofDirectors of the Corporation.

 

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