**Exhibit 3.2**AMENDMENT TO THE LHC GROUP, INC. BYLAWS     This Amendment to the LHC Group, Inc. Bylaws (the “Bylaws”) is made and entered into this 3rdday of December 2007, by LHC Group, Inc. (the “Company”).     Pursuant to a resolution of the Board of Directors of the Company, in accordance with ArticleVIII of the Bylaws, the Bylaws are hereby amended as follows:1. By deleting Section 5.1(A) in its entirety and replacing it with the following:   “The interest of each stockholder of the Corporation shall be evidenced by certificated oruncertificated shares, as provided under the General Corporation Law of the State ofDelaware, and shall be entered in the books of the Corporation and registered as they areissued. Each stockholder, upon written request to the transfer agent or registrar of theCorporation, shall be entitled to a certificate of the capital stock of the Corporation.Certificates representing shares of stock shall be in such form as the appropriate officersof the Corporation may from time to time prescribe. Stock of the Corporation shall betransferable in the manner prescribed by applicable law and in these Bylaws. Transfers ofstock shall be made on the books of the Corporation. In the case of certificated shares ofstock, transfers of stock shall be made by the holder thereof in person or by his attorney,upon surrender for cancellation of certificates for the same number of shares, with anassignment and power of transfer endorsed thereon or attached thereto, duly executed, andwith such proof of the authenticity of the signature as the Corporation or its agents mayreasonably require. In the case of uncertificated shares of stock, transfers of stockshall be made upon the receipt of proper transfer instructions from the registered owner ofuncertificated shares or by such person’s attorney lawfully constituted in writing, andupon compliance with appropriate procedures for transferring the shares in uncertificatedform; such uncertificated shares shall be cancelled, issuance of new equivalentuncertificated shares or certificated shares shall be made to the shareholder entitledthereto and the transaction shall be recorded upon the books of the Corporation. Notransfer of stock shall be valid as against the Corporation for any purpose until it shallhave been entered in the stock records of the Corporation by an entry showing from and towho transferred.” 2. By deleting Section 5.1(B) in its entirety and replacing it with the following:   “The shares of stock represented by certificates shall be signed, countersigned andregistered in such manner as the Board of Directors may by resolution prescribe, whichresolution may permit all or any of the signatures on such certificates, if any, to be infacsimile. In case any officer, transfer agent or registrar who has signed or whosefacsimile signature has been placed upon a certificate has ceased to be such officer,transfer agent or registrar before such certificate is issued, it may be issued by theCorporation with the same effect as if he were such officer, transfer agent or registrar atthe date of issue.” 3. By adding a new Section 5.1(C) to read as follows:   “Within a reasonable time after the issuance or transfer of uncertificated stock, theCorporation shall send to the registered owner thereof a written notice that shall setforth the information required to be set forth or stated on certificates pursuant to theGeneral Corporation Law of the State of Delaware or, unless otherwise provided by theGeneral Corporation Law of the State of Delaware, a statement that the Corporation willfurnish,
 

 
  without charge to each stockholder who so requests the powers, designations, preferences,and relative participating, optional or other special rights of each class of stock orseries thereof and the qualifications, limitations or restrictions of such preferencesand/or rights.” 4. Except as specifically set forth herein, the Bylaws shall remain in full force and effect asprior to this amendment.
 

 
**BYLAWS OF****LHC GROUP, INC.****A DELAWARE CORPORATION**
 

 
**TABLE OF CONTENTS**       **Page** ARTICLE I OFFICE AND RECORDS  1 Section 1.1 Delaware Office  1 Section 1.2 Other Offices  1 Section 1.3 Books and Records  1      ARTICLE II STOCKHOLDERS  1 Section 2.1 Annual Meeting  1 Section 2.2 Special Meeting  1 Section 2.3 Place of Meeting  1 Section 2.4 Notice of Meeting  1 Section 2.5 Quorum and Adjournment  2 Section 2.6 Proxies  2 Section 2.7 Notice of Stockholder Business and Nominations  2 Section 2.8 Procedure for Election of Directors  5 Section 2.9 Inspectors of Elections  5 Section 2.10 Conduct of Meetings  5 Section 2.11 Consent of Stockholders in Lieu of Meeting  6      ARTICLE III BOARD OF DIRECTORS  6 Section 3.1 General Powers  6 Section 3.2 Number, Tenure and Qualifications  6 Section 3.3 Regular Meetings  6 Section 3.4 Special Meetings  6 Section 3.5 Action by Unanimous Consent of Directors  7 Section 3.6 Notice  7 Section 3.7 Conference Telephone Meetings  7 Section 3.8 Quorum  7 Section 3.9 Vacancies  7 Section 3.10 Committee  8 Section 3.11 Compensation of Directors  8      ARTICLE IV OFFICERS  8 Section 4.1 Elected Officers  8 Section 4.2 Election and Term of Office  9 Section 4.3 Chairman of the Board  9 Section 4.4 President and Chief Executive Officer  9 Section 4.5 Secretary  9 Section 4.6 Treasurer  9 Section 4.7 Removal  10 Section 4.8 Vacancies  10 
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       **Page** ARTICLE V STOCK CERTIFICATES AND TRANSFERS  10 Section 5.1 Stock Certificates and Transfers  10      ARTICLE VI INDEMNIFICATION  10 Section 6.1 Right to Indemnification  10 Section 6.2 Right to Advancement of Expenses  11 Section 6.3 Right of Indemnitee to Bring Suit  11 Section 6.4 Non-Exclusivity of Rights  12 Section 6.5 Insurance  12      ARTICLE VII MISCELLANEOUS PROVISIONS  12 Section 7.1 Fiscal Year  12 Section 7.2 Dividends  12 Section 7.3 Seal  12 Section 7.4 Waiver of Notice  12 Section 7.5 Audits  12 Section 7.6 Resignations  13 Section 7.7 Contracts  13 Section 7.8 Proxies  13      ARTICLE VIII AMENDMENTS  13 
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ARTICLE IOFFICES AND RECORDS     Section 1.1 Delaware Office. The registered office of the Corporation in the State ofDelaware shall be located in the City of Wilmington, County of New Castle.     Section 1.2 Other Offices. The Corporation may have such other offices, either withinor without the State of Delaware, as the Board of Directors may designate or as the business of theCorporation may from time to time require.     Section 1.3 Books and Records. The books and records of the Corporation may be keptat the Corporation’s headquarters in Lafayette, Louisiana or at such other locations outside theState of Delaware as may from time to time be designated by the Board of Directors.ARTICLE IISTOCKHOLDERS     Section 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporationshall be held at such date, place and/or time as may be fixed by resolution of the Board ofDirectors.     Section 2.2 Special Meeting. Special meetings of stockholders of the Corporation maybe called only by the Chairman of the Board or the President or by the Board of Directors actingpursuant to a resolution adopted by a majority of the Whole Board. For purposes of these Bylaws,the term “Whole Board” shall mean the total number of authorized directors whether or not thereexist any vacancies in previously authorized directorships.     Section 2.3 Place of Meeting. The Board of Directors may designate the place ofmeeting for any meeting of the stockholders. If no designation is made by the Board of Directors,the place of meeting shall be the principal office of the Corporation. Notwithstanding theforegoing, the Board of Directors may, in its sole discretion, determine that the meeting shall notbe held at any place, but shall be held solely by means of remote communication, subject to suchguidelines and procedures as the Board of Directors may adopt, as permitted by applicable law.     Section 2.4 Notice of Meeting. Except as otherwise required by law, written, printedor electronic notice stating the place, day and hour of the meeting and the purposes for which themeeting is called shall be prepared and delivered by the Corporation not less than ten (10) daysnor more than sixty (60) days before the date of the meeting, either personally, by mail, or in thecase of stockholders who have consented to such delivery, by electronic transmission (as such termis defined in the Delaware GeneralCorporation Law), to each stockholder of record entitled to vote at such meeting. If mailed,such notice shall be deemed to be delivered when deposited in the U.S. mail with postage thereonprepaid, addressed to the stockholder at his address as it appears on the stock transfer books ofthe Corporation. Notice given by electronic transmission shall be effective (A) if by facsimile,when faxed to a number where the
   

 
stockholder has consented to receive notice; (B) if by electronicmail, when mailed electronically to an electronic mail address at which the stockholder hasconsented to receive such notice; (C) if by posting on an electronic network together with aseparate notice of such posting, upon the later to occur of (1) the posting or (2) the giving ofseparate notice of the posting; or (D) if by other form of electronic communication, when directedto the stockholder in the manner consented to by the stockholder. Meetings may be held withoutnotice if all stockholders entitled to vote are present (except as otherwise provided by law), orif notice is waived by those not present. Any previously scheduled meeting of the stockholders maybe postponed and (unless the Corporations’s Certificate of Incorporation (the “Certificate ofIncorporation”) otherwise provides) any special meeting of the stockholders may be cancelled, byresolution of the Board of Directors upon public notice given prior to the time previouslyscheduled for such meeting of stockholders.     Section 2.5 Quorum and Adjournment. Except as otherwise provided by law or by theCertificate of Incorporation, the holders of a majority of the voting power of the outstandingshares of the Corporation entitled to vote generally in the election of directors (the “VotingStock”), represented in 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 series voting separately as aclass or series, the holders of a majority of the voting power of the shares of such class orseries shall constitute a quorum for the transaction of such business for the purposes of takingaction on such business. In the absence of a quorum, any meeting of stockholders may be adjourned,from time to time, by vote of the holders of a majority of the shares represented thereat, but noother business shall be transacted at such meeting. At such adjourned meeting at which a quorum ispresent or represented, any business may be transacted which might have been transacted at theoriginal meeting. The stockholders present at a duly called or convened meeting at which a quorumis present may continue to transact business until adjournment, notwithstanding the withdrawal ofenough stockholders to leave less than a quorum. No notice of the time and place of adjournedmeetings need be given provided such adjournment is for less than thirty (30) days and furtherprovided that no new record date is fixed for the adjourned meeting.     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 his duly authorizedattorney-in-fact. Such proxy must be filed with the Secretary of the Corporation or hisrepresentative, or otherwise delivered telephonically or electronically as set forth in theapplicable proxy statement, at or before the time of the meeting.     Section 2.7 Notice of Stockholder Business and Nominations.          A. Nominations of persons for election to the Board of Directors and the proposal of businessto be transacted by the stockholders may be made at an annual meeting of stockholders (1) pursuantto the Corporation’s notice with respect to such meeting, (2) by or atthe direction of the Board of Directors or (3) by any stockholder of record of the Corporationwho was a stockholder of record at the time of the giving of the notice provided for in thefollowing paragraph, who is entitled to vote at the meeting and who has complied with the noticeprocedures set forth in this Section 2.7.
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          B. For nominations or other business to be properly brought before an annual meeting by astockholder pursuant to paragraph (A)(3) of this Section 2.7, (1) the stockholder must have giventimely notice thereof in writing to the Secretary of the Corporation, (2) such business must be aproper matter for stockholder action under the Delaware General Corporation Law, (3) if thestockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, hasprovided the Corporation with a Solicitation Notice, as that term is defined in subclause (c)(iii)of this paragraph, such stockholder or beneficial owner must, in the case of a proposal, havedelivered prior to the meeting a proxy statement and form of proxy to holders of at least thepercentage of the Corporation’s voting shares required under applicable law to carry any suchproposal, or, in the case of a nomination or nominations, have delivered prior to the meeting aproxy statement and form of proxy to holders of a percentage of the Corporation’s voting sharesreasonably believed by such stockholder or beneficial holder to be sufficient to elect the nomineeor nominees proposed to be nominated by such stockholder, and must, in either case, have includedin such materials the Solicitation Notice and (4) if no Solicitation Notice relating thereto hasbeen timely provided pursuant to this section, the stockholder or beneficial owner proposing suchbusiness or nomination must not have solicited a number of proxies sufficient to have required thedelivery of such a Solicitation Notice under this section. To be timely, a stockholder’s noticeshall be delivered to the Secretary at the principal executive offices of the Corporation not lessthan sixty (60) or more than ninety (90) days prior to the first anniversary (the “Anniversary”) ofthe date on which the Corporation first mailed its proxy materials for the preceding year’s annualmeeting of stockholders (for purposes of the first annual meeting of stockholders of theCorporation held after its initial public offering pursuant to an effective registration statementunder the Securities Act of 1933 (the “Registration Statement”), as amended, covering the offer andsale of Common Stock of the Corporation to the public, the Anniversary of such annual meeting shallbe January 15 of the following year); provided, however, that if no proxy materials were mailed bythe Corporation in connection with the preceding year’s annual meeting, or if the date of theannual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30)days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to betimely must be so delivered not later than the close of business on the later of (x) the 90th dayprior to such annual meeting or (y) the 10th day following the day on which public announcement ofthe date of such meeting is first made. Such stockholder’s notice shall set forth (a) as to eachperson whom the stockholder proposes to nominate for election or reelection as a director allinformation relating to such person as would be required to be disclosed in solicitations ofproxies for the election of such nominees as directors pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and such person’s written consentto serve as a director if elected; (b) as to any other business that the stockholder proposes tobring before the meeting, a brief description of such business, the reasons for conducting suchbusiness at the meeting and any material interest in such business of such stockholder and thebeneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholdergiving the notice andthe beneficial owner, if any, on whose behalf the nomination or proposal ismade (i) the name and address of such stockholder, as they appear on the Corporation’s books, andof such beneficialowner, (ii) the class and number of shares of the Corporation that are owned beneficially andof record by such stockholder and such beneficial owner, and (iii) whether either such stockholderor beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in thecase of a proposal, at least the percentage of the Corporation’s voting shares required under
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applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficientnumber of holders of the Corporation’s voting shares to elect such nominee or nominees (anaffirmative statement of such intent, a “Solicitation Notice”).          C. Notwithstanding anything in the second sentence of paragraph (B) of this Section 2.7 to thecontrary, in the event that the number of directors to be elected to the Board of Directors isincreased and there is no public announcement naming all of the nominees for director or specifyingthe size of the increased Board made by the Corporation at least fifty-five (55) days prior to theAnniversary, a stockholder’s notice required by this Bylaw shall also be considered timely, butonly with respect to nominees for any new positions created by such increase, if it shall bedelivered to the Secretary at the principal executive offices of the Corporation not later than theclose of business on the 10th day following the day on which such public announcement is first madeby the Corporation.          D. Only persons nominated in accordance with the procedures set forth in this Section 2.7shall be eligible to serve as directors and only such business shall be conducted at an annualmeeting of stockholders as shall have been brought before the meeting in accordance with theprocedures set forth in this Section 2.7. The chair of the meeting shall have the power and theduty to determine whether a nomination or any business proposed to be brought before the meetinghas been made in accordance with the procedures set forth in these Bylaws and, if any proposednomination or business is not in compliance with these Bylaws, to declare that such defectiveproposed business or nomination shall not be presented for stockholder action at the meeting andshall be disregarded.          E. Only such business shall be conducted at a special meeting of stockholders as shall havebeen brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations ofpersons for election to the Board of Directors may be made at a special meeting of stockholders atwhich directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at thedirection of the Board of Directors or (2) by any stockholder of record of the Corporation who is astockholder of record at the time of giving of notice provided for in this paragraph, who shall beentitled to vote at the meeting and who complies with the notice procedures set forth in thisSection 2.7. Nominations by stockholders of persons for election to the Board of Directors may bemade at such a special meeting of stockholders if the stockholder’s notice required by paragraph(B) of this Section 2.7 shall be delivered to the Secretary at the principal executive offices ofthe Corporation not later than the close of business on the later of the 90th day prior to suchspecial meeting or the 10th day following the day on which public announcement is first made of thedate of the special meeting and of the nominees proposed by the Board to be elected at suchmeeting.          F. For purposes of this Section 2.7, “public announcement” shall mean disclosure in a pressrelease reported by the Dow Jones News Service, Associated Press or a comparable national newsservice or in a document publicly filed by the Corporation with the Securities and ExchangeCommission pursuant to Section 13, 14 or 15(d) of the Exchange Act.          G. Notwithstanding the foregoing provisions of this Section 2.7, a stockholder shall alsocomply with all applicable requirements of the Exchange Act and the rules and regulationsthereunder with respect to matters set forth in this Section 2.7. Nothing in this
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Section 2.7shall be deemed to affect any rights of stockholders to request inclusion of proposals in theCorporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.     Section 2.8 Procedure for Election of Directors. Election of directors at allmeetings of the stockholders at which directors are to be elected need not be by written ballot,and, except as otherwise set forth in the Certificate of Incorporation with respect to the right ofthe holders of any series of Preferred Stock or any other series or class of stock to electadditional directors under specified circumstances, a plurality of the votes cast thereat shallelect directors. Except as otherwise provided by law, the Certificate of Incorporation or theseBylaws, all matters other than the election of directors submitted to the stockholders at anymeeting shall be decided by the affirmative vote of a majority of the voting power of theoutstanding Voting Stock present in person or represented by proxy at the meeting and entitled tovote thereon.     Section 2.9 Inspectors of Elections:     The Board of Directors by resolution shall appoint one or more inspectors, which inspector orinspectors may include individuals who serve the Corporation in other capacities, including,without limitation, as officers, employees, agents or representatives of the Corporation, to act atthe meeting and make a written report thereof. One or more persons may be designated as alternateinspectors to replace any inspector who fails to act. If no inspector or alternate has beenappointed to act, or if all inspectors or alternates who have been appointed are unable to act, ata meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to actat the meeting. Each inspector, before discharging his or her duties, shall take and sign an oathfaithfully to execute the duties of inspector with strict impartiality and according to the best ofhis or her ability. The inspectors shall have the duties prescribed by the Delaware GeneralCorporation Law.     Section 2.10 Conduct of Meetings.          A. The President and Chief Executive Officer shall preside at all meetings of thestockholders. In the absence of the President and Chief Executive Officer, the Chairman of theBoard shall preside at a meeting of the stockholders. In the absence of both the President andChief Executive Officer and the Chairman of the Board, the Secretary shall preside at a meeting ofthe stockholders. In the anticipated absence of all officers designated to preside over themeetings of stockholders, the Board of Directors may designate an individual to preside over ameeting of the stockholders.          B. The chairman of the meeting shall fix and announce at the meeting the date and time of theopening and the closing of the polls for each matter upon which the stockholders will vote at ameeting.          C. The Board of Directors may, to the extent not prohibited by law, adopt by resolution suchrules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate.Except to the extent inconsistent with such rules and regulations as adopted by the Board ofDirectors, the chairman of any meeting of stockholders shall have the right and authority toprescribe such rules, regulations and procedures and to do all such acts as,
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in the judgment ofsuch chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations orprocedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting,may to the extent not prohibited by law include, without limitation, the following: (i) theestablishment of an agenda or order of business for the meeting; (ii) rules and procedures formaintaining order at the meeting and the safety of those present; (iii) limitations on attendanceat or participation in the meeting to stockholders of record of the Corporation, their dulyauthorized and constituted proxies or such other persons as the chairman of the meeting shalldetermine; (iv) restrictions on entry to the meeting after the time fixed for the commencementthereof and (v) limitations on the time allotted to questions or comments by participants.Unless, and to the extent, determined by the Board of Directors or the chairman of the meeting,meetings of stockholders shall not be required to be held in accordance with the rules ofparliamentary procedure.     Section 2.11 Consent of Stockholders in Lieu of Meeting. Following the date theRegistration Statement is declared effective by the Securities and Exchange Commission, any actionrequired or permitted to be taken by the stockholders of the Corporation must be effected at a dulycalled annual or special meeting of stockholders of the Corporation and may not be effected by anyconsent in writing by such stockholders.ARTICLE IIIBOARD OF DIRECTORS     Section 3.1 General Powers. The business and affairs of the Corporation shall bemanaged by or under the direction of the Board of Directors. In addition to the powers andauthority expressly conferred upon them by statute or by the Certificate of Incorporation or bythese Bylaws, the directors are hereby empowered to exercise all such powers and do all such actsand things as may be exercised or done by the Corporation.     Section 3.2 Number, Tenure and Qualifications. Subject to the rights of the holdersof any series of Preferred Stock to elect additional directors under specified circumstances, thenumber of directors shall be fixed from time to time exclusively by the Board of Directors pursuantto a resolution adopted by a majority of the Whole Board, and each director elected shall holdoffice until his successor is elected and qualified. The directors, other than those who may beelected by the holders of any series of Preferred Stock under specified circumstances, shall bedivided into three classes pursuant to the Certificate of Incorporation. At each annual meeting ofstockholders, directors elected to succeed those directors whose terms expire shall be elected fora term of office to expire at the third succeeding annual meeting of stockholders after theirelection.     Section 3.3 Regular Meetings. The Board of Directors may, by resolution, provide thetime and place for the holding of regular meetings of the Board of Directors.     Section 3.4 Special Meetings. Special meetings of the Board of Directors shall becalled at the request of the Chairman of the Board, the Chief Executive Officer or a majority ofthe Board of Directors. The person or persons authorized to call special meetings of the Board ofDirectors may fix the place and time of the meetings.
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     Section 3.5 Action By Unanimous Consent of Directors. The Board of Directors may takeaction without the necessity of a meeting by unanimous consent of directors. Such consent may bein writing or given by electronic transmission, as such term is defined in the Delaware GeneralCorporation Law.     Section 3.6 Notice. Notice of any special meeting shall be given to each director athis business or residence in writing, or by telegram, facsimile transmission, telephonecommunication or electronic transmission (provided, with respect to electronic transmission, thatthe director has consented to receive the form of transmission at the address to which it isdirected). If mailed, such notice shall be deemed adequately delivered when deposited in theUnited States mails so addressed, with postage thereon prepaid, at least five (5) days before suchmeeting. If by telegram, such notice shall be deemed adequately delivered when the telegram isdelivered to the telegraph company at least twenty-four (24) hours before such meeting. If byfacsimile transmission or other electronic transmission, such notice shall be transmitted at leasttwenty-four (24) hours before such meeting. If by telephone, the notice shall be given at leasttwelve (12) hours prior to the time set for the meeting. Neither the business to be transacted at,nor the purpose of, any regular or special meeting of the Board of Directors need be specified inthe notice of such meeting, except for amendments to these Bylaws as provided under Section 8.1 ofArticle VIII hereof. A meeting may be held at any time without notice if all the directors arepresent (except as otherwise provided by law) or if those not present waive notice of the meetingin writing, either before or after such meeting.     Section 3.7 Conference Telephone Meetings. Members of the Board of Directors, or anycommittee thereof, may participate in a meeting of the Board of Directors or such committee bymeans of conference telephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and such participation in a meeting shallconstitute presence in person at such meeting.     Section 3.8 Quorum. A whole number of directors equal to at least a majority of theWhole Board shall constitute a quorum for the transaction of business, but if at any meeting of theBoard of Directors there shall be less than aquorum present, a majority of the directors present may adjourn the meeting from time to timewithout further notice. The act of the majority of the directors present at a meeting at which aquorum is present shall be the act of the Board of Directors.     Section 3.9 Vacancies. Subject to the rights of the holders of any series ofPreferred Stock then outstanding, newly created directorships resulting from any increase in theauthorized number of directors or any vacancies in the Board of Directors resulting from death,resignation, retirement, disqualification, removal from office or other cause shall, unlessotherwise provided by law or by resolution of the Board of Directors, be filled only by a majorityvote of the directors then in office, though less than a quorum, and directors so chosen shall holdoffice until their successor is elected and qualified. No decrease in the authorized number ofdirectors shall shorten the term of any incumbent director.
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     Section 3.10 Committees.          A. The Board of Directors may designate one or more committees, each committee to consist ofone or more of the directors of the Corporation. The Board of Directors may designate one or moredirectors as alternate members of any committee, who may replace any absent or disqualified memberat any meeting of the committee. In the absence or disqualification of a member of the committee,the member or members thereof present at any meeting and not disqualified from voting, whether ornot he or they constitute a quorum, may unanimously appoint another member of the Board ofDirectors to act at 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 the resolution of the Boardof Directors, shall have and may exercise all the powers and authority of the Board of Directors inthe management of the business and affairs of the Corporation, and may authorize the seal of theCorporation to be affixed to all papers which may require it; provided, however, that no committeeshall have power or authority in reference to the following matters: (1) approving, adopting orrecommending to stockholders any action or matter required by law to be submitted to stockholdersfor approval or (2) adopting, amending or repealing any bylaw.          B. Unless the Board of Directors otherwise provides, each committee designated by the Board ofDirectors may make, alter and repeal rules for the conduct of its business. In the absence of suchrules each committee shall conduct its business in the same manner as the Board of Directorsconducts its business pursuant to these Bylaws.     Section 3.11 Removal. Subject to the rights of the holders of any series of PreferredStock then outstanding, any directors, or the entire Board of Directors, may be removed from officeat any time, but only for cause and only by the affirmative vote of the holders of at least amajority of the voting power of all of the then-outstanding shares of capital stock of theCorporation entitled to vote generally in the election of directors, voting together as a singleclass.     Section 3.12 Compensation of Directors. Directors may receive such compensation, ifany, for their services, and such reimbursement for expenses, as may be fixed or determined byresolution of the Board of Directors.ARTICLE IVOFFICERS     Section 4.1 Elected Officers. The elected officers of the Corporation shall be aChairman of the Board, a President, a Secretary, a Treasurer, and such other officers as the Boardof Directors from time to time may deem proper. The Chairman of the Board shall be chosen from thedirectors. All officers chosen by the Board of Directors shall each have such powers and duties asgenerally pertain to their respective offices, subject to the specific provisions of this ArticleIV. Such officers shall also have powers and duties as from time to time may be conferred by theBoard of Directors or by any committee thereof.
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     Section 4.2 Election and Term of Office. The elected officers of the Corporationshall be elected annually by the Board of Directors at the regular meeting of the Board ofDirectors held after each annual meeting of the stockholders. If the election of officers shallnot be held at such meeting, such election shall be held as soon thereafter as convenient. Subjectto Section 4.7 of these Bylaws, each officer shall hold office until his successor shall have beenduly elected and shall have qualified or until his death or until he shall resign.     Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at allmeetings of the Board and perform such other duties and have such other powers as the Board ofDirectors shall designate from time to time.     Section 4.4 President and Chief Executive Officer. The President and Chief ExecutiveOfficer shall be the general manager of the Corporation, subject to the control of the Board ofDirectors, and as such shall, subject to Section 2.10 (A) hereof, preside at all meetings ofshareholders, shall have general supervision of the affairs of the Corporation, shall sign orcountersign or authorize another officer to sign all certificates, contracts, and other instrumentsof the Corporation as authorized by the Board of Directors, shall make reports to the Board ofDirectors and shareholders, and shall perform all such other duties as are incident to such officeor are properly required by the Board of Directors. If the Board of Directors creates the officeof Chief Executive Officer as a separate office from President, the President shall be the chiefoperating officer of the corporation and shall be subject to the general supervision, direction,and control of the Chief Executive Officer unless the Board of Directors provides otherwise.     Section 4.5 Secretary. The Secretary shall give, or cause to be given, notice of allmeetings of stockholders and directors and all other notices required by law or by these Bylaws,and in case of his absence or refusal or neglect so to do, any such notice may be given by anyperson thereunto directed by the Chairman of the Board or the President, or by the Board ofDirectors, upon whose request the meeting is called as provided in these Bylaws. He shall recordall the proceedings of the meetings of the Board of Directors, any committees thereof and thestockholders of the Corporation in a book to be kept for that purpose, and shall perform such otherduties as may be assigned to him by the Board ofDirectors, the Chairman of the Board or the President. He shall have custody of the seal of theCorporation and shall affix the same to all instruments requiring it, when authorized by the Boardof Directors, the Chairman of the Board or the President, and attest to the same.     Section 4.6 Treasurer. The Treasurer shall have the custody of the corporate fundsand securities and shall keep full and accurate receipts and disbursements in books belonging tothe Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to thecredit of the Corporation in such depositaries as may be designated by the Board of Directors. TheTreasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directorsthe Chairman of the Board, or the President, taking proper vouchers for such disbursements. TheTreasurer shall render to the Chairman of the Board, the President and the Board of Directors,whenever requested, an account of all his transactions as Treasurer and of the financial conditionof the Corporation. If required by the Board of Directors, the Treasurer shall give theCorporation a bond for the faithful discharge of his duties in such amount and with such surety asthe Board of Directors shall prescribe. The Treasurer shall also perform such other
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duties as maybe assigned to him by the Board of Directors, the President or Chief Executive Officer.     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 the Corporation would beserved thereby. No elected officer shall have any contractual rights against the Corporation forcompensation by virtue of such election beyond the date of the election of his successor, hisdeath, his resignation or his removal, whichever event shall first occur, except as otherwiseprovided in an employment contract or an employee plan.     Section 4.8 Vacancies. A newly created office and a vacancy in any office because ofdeath, resignation, or removal may be filled by the Board of Directors for the unexpired portion ofthe term at any meeting of the Board of Directors.ARTICLE VSTOCK CERTIFICATES AND TRANSFERS     Section 5.1 Stock Certificates and Transfers.          A. The interest of each stockholder of the Corporation shall be evidenced by certificates forshares of stock in such form as the appropriate officers of the Corporation may from time to timeprescribe. The shares of the stock of the Corporation shall be transferred on the books of theCorporation by the holder thereof in person or by his attorney, upon surrender for cancellation ofcertificates for the same number of shares, with an assignment and power of transfer endorsedthereon or attached thereto, duly executed, and with such proof of the authenticity of thesignature as the Corporation or its agents may reasonably require.          B. The certificates of stock shall be signed, countersigned and registered in such manner asthe Board of Directors may by resolution prescribe, which resolution may permit all or any of thesignatures 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 a certificate has ceasedto be such officer, transfer agent or registrar before such certificate is issued, it may be issuedby the Corporation with the same effect as if he were such officer, transfer agent or registrar atthe date of issue.ARTICLE VIINDEMNIFICATION     Section 6.1 Right to Indemnification. Each person who was or is made a party or isthreatened to be made a party to or is otherwise involved in any action, suit or proceeding,whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason ofthe fact that he or she is or was a director or officer of the Corporation or, while a director orofficer of the Corporation, is or was serving at the request of the Corporation as a director,officer, employee or agent of another corporation or of a partnership, joint venture, trust orother enterprise, including service with respect to an employee benefit plan (hereinafter an
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“indemnitee”), where the basis of such proceeding is alleged action in an official capacity as adirector, officer, employee or agent, shall be indemnified and held harmless by the Corporation tothe fullest extent authorized by the Delaware General Corporation Law, as the same exists or mayhereafter be amended (but, in the case of any such amendment, only to the extent that suchamendment permits the Corporation to provide broader indemnification rights than permitted priorthereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines,ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered bysuch indemnitee in connection therewith and such indemnification shall continue as to an indemniteewho has ceased to be a director, officer, employee or agent and shall inure to the benefit of theindemnitee’s heirs, executors and administrators; provided, however, that, exceptas provided in Section 6.3 hereof with respect to proceedings to enforce rights to indemnification,the Corporation shall indemnify any such indemnitee in connection with a proceeding (or partthereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized bythe Board of Directors of the Corporation.     Section 6.2 Right to Advancement of Expenses. The right to indemnification conferredin Section 6.1 shall include the right to be paid by the Corporation the expenses incurred indefending any proceeding for which such right to indemnification is applicable in advance of itsfinal disposition (hereinafter an “advancement of expenses”); provided, however,that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by anindemnitee in his or her capacity as a director or officer (and not in any other capacity in whichservice was or is rendered by such indemnitee, including, without limitation, service to anemployee benefit plan) shall be made only upon delivery to the Corporation of an undertaking(hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts soadvanced if it shall ultimately be determined by final judicial decision from which there is nofurther right to appeal(hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnifiedfor such expenses under this Section or otherwise.     Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and tothe advancement of expenses conferred in Section 6.1 and Section 6.2, respectively, shall becontract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by theCorporation within sixty days after a written claim has been received by the Corporation, except inthe case of a claim for an advancement of expenses, in which case the applicable period shall betwenty days, the indemnitee may at any time thereafter bring suit against the Corporation torecover the unpaid amount of the claim. If successful in whole or in part in any such suit, or ina suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of anundertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting ordefending such suit. In (A) any suit brought by the indemnitee to enforce a right toindemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to anadvancement of expenses) it shall be a defense that, and (B) in any suit by the Corporation torecover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall beentitled to recover such expenses upon a final adjudication that, the indemnitee has not met anyapplicable standard for indemnification set forth in the Delaware General Corporation Law. Neitherthe failure of the Corporation (including its Board of Directors, independent legal counsel, or itsstockholders) to have made a determination prior to the commencement of such suit thatindemnification of the indemnitee is proper in the circumstances because the indemnitee has met theapplicable standard of conduct set forth in the Delaware General Corporation Law,
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nor an actualdetermination by the Corporation (including its Board of Directors, independent legal counsel, orits stockholders) that the indemnitee has not met such applicable standard of conduct, shall createa presumption that the indemnitee has not met the applicable standard of conduct or, in the case ofsuch a suit brought by the indemnitee, be a defense to such suit. In any suit brought by theindemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or bythe Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, theburden of proving that the indemnitee is not entitled to be indemnified, or to such advancement ofexpenses, under this Section or otherwise shall be on the Corporation.     Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to theadvancement of expenses conferred in this Section shall not be exclusive of any other right whichany person may have or hereafter acquire under the Certificate of Incorporation, these Bylaws, orany statute, agreement, vote of stockholders or disinterested directors or otherwise.     Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, toprotect itself and any director, officer, employee or agent of the Corporation or anothercorporation, partnership, joint venture, trust or other enterprise against any expense, liabilityor loss, whether or not the Corporation would have the power to indemnify such person against suchexpense, liability or loss under the Delaware General Corporation Law.ARTICLE VIIMISCELLANEOUS PROVISIONS     Section 7.1 Fiscal Year. The fiscal year of the Corporation shall begin on the firstday of January and end on the thirty-first day of December of each year.     Section 7.2 Dividends. The Board of Directors may from time to time declare, and theCorporation may pay, dividends on its outstanding shares in the manner and upon the terms andconditions provided by law and its Certificate of Incorporation.     Section 7.3 Seal. The corporate seal shall have inscribed the name of the Corporationthereon and shall be in such form as may be approved from time to time by the Board of Directors.     Section 7.4 Waiver of Notice. Whenever any notice is required to be given to anystockholder or director of the Corporation under the provisions of the Delaware General CorporationLaw, a waiver thereof in writing, signed by the person or persons entitled to such notice, whetherbefore or after the time stated therein, shall be deemed equivalent to the giving of such notice.Neither the business to 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 of notice of such meeting.     Section 7.5 Audits. The accounts, books and records of the Corporation shall beaudited upon the conclusion of each fiscal year by an independent certified public accountant
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selected by the Board of Directors, and it shall be the duty of the Board of Directors to causesuch audit to be made annually.     Section 7.6 Resignations. Any director or any officer, whether elected or appointed,may resign at any time by serving written notice of such resignation on the Chairman of the Board,the Chief Executive Officer or the Secretary, or by submitting such resignation by electronictransmission (as such term is defined in the Delaware General Corporation Law), and suchresignation shall be deemed to be effective as of the close of business on the date said notice isreceived by the Chairman of the Board, the Chief Executive Officer, or the Secretary or at suchlater date as is stated therein. No formal action shall be required of the Board of Directors orthe stockholders to make any such resignation effective.     Section 7.7 Contracts. Except as otherwise required by law, the Certificate ofIncorporation or these Bylaws, any contracts or other instruments may be executed and delivered inthe name and on the behalf of the Corporation by such officer or officers of the Corporation as theBoard of Directors may from time to time direct. Such authority may be general or confined tospecific instances as the Board may determine. The Chairman of the Board, the Chief ExecutiveOfficer, the President or any Vice President may execute bonds, contracts, deeds, leases and otherinstruments to be made or executed for or on behalf of the Corporation. Subject to anyrestrictions imposed by the Board ofDirectors or the Chairman of the Board, the Chief Executive Officer, the President or any VicePresident of the Corporation may delegate contractual powers to others under his jurisdiction, itbeing understood, however, that any such delegation of power shall not relieve such officer ofresponsibility with respect to the exercise of such delegated power.     Section 7.8 Proxies. Unless otherwise provided by resolution adopted by the Board ofDirectors, the Chairman of the Board, the Chief Executive Officer, the President or any VicePresident may from time to time appoint any attorney or attorneys or agent or agents of theCorporation, in the name and on behalf of the Corporation, to cast the votes which the Corporationmay be entitled to cast as the holder of stock or other securities in any other corporation orother entity, any of whose stock or other securities may be held by the Corporation, at meetings ofthe holders of the stock and other securities of such other corporation or other entity, or toconsent in writing, in the name of the Corporation as such holder, to any action by such othercorporation or other entity, and may instruct the person or persons so appointed as to the mannerof casting such votes or giving such consent, and may execute or cause to be executed in the nameand on behalf of the Corporation and under its corporate seal or otherwise, all such writtenproxies or other instruments as he may deem necessary or proper in the premises.ARTICLE VIIIAMENDMENTS     Section 8.1 Amendments. Subject to the provisions of the Certificate ofIncorporation, these Bylaws may be adopted, amended or repealed at any meeting of the Board ofDirectors by a resolution adopted by a majority of the Whole Board, provided notice of the proposedchange was given in the notice of the meeting in a notice given no less than twenty-
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four (24) hoursprior to the meeting. Subject to the provisions of the Certificate of Incorporation, thestockholders shall also have power to adopt, amend or repeal these Bylaws, provided that notice ofthe proposed change was given in the notice of the meeting and provided further that, in additionto any vote of the holders of any class or series of stock of the Corporation required by law or bythe Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six andtwo-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of thecapital stock of the Corporation entitled to vote generally in the election of directors, votingtogether as a single class, shall be required to adopt, amend or repeal any provision of theseBylaws.
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