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     Unless otherwise provided by law, the written notice of any meeting shall be given not lessthan ten nor more than sixty days before the date of the meeting to each shareholder entitled tovote at such meeting. If mailed, such notice shall be deemed to be given when deposited in theUnited States mail, postage prepaid, directed to the shareholder at such shareholder’s address asit appears on the books of the corporation, or if no such address appears or is given, at the placewhere the principal executive office of the corporation is located, or by publication at least oncein a newspaper of general circulation in the county in which the principal executive office of thecorporation is located.     Section 1.4 Adjournments. Any meeting of shareholders, annual or special, may adjournfrom time to time to reconvene at the same or some other place, and notice need not be given of anysuch adjourned meeting if the time and place thereof are announced at the meeting at which theadjournment is taken. At the adjourned meeting the Corporation may transact any business whichmight have been transacted at the original meeting. If the adjournment is for more than 45 days,or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of theadjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.     Section 1.5 Quorum. At each meeting of shareholders, except where otherwise providedby law or the articles of incorporation or these by-laws, the holders of a majority of theoutstanding shares of each class of stock entitled to vote at the meeting, present in person orrepresented by proxy, shall constitute a quorum. For purposes of the foregoing, two or moreclasses or series of stock shall be considered a single class if the holders thereof are entitledto vote together as a single class at the meeting. The shareholders present at a duly called orheld meeting at which a quorum is present may continue to transact business until adjournmentnotwithstanding the withdrawal of enough shareholders to leave less than a quorum, provided thatany action taken (other than adjournment) is approved by at least a majority of the shares requiredto constitute a quorum. In the absence of a quorum the shareholders so present may, by majorityvote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these by-lawsuntil a quorum shall attend.     Section 1.6 Organization. Meetings of shareholders shall be presided over by theChairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairmanof the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or inthe absence of the President by a Vice President, or in the absence of the foregoing persons by achairman designated by the Board of Directors, or in the absence of such designation by a chairmanchosen at the meeting. The Secretary, or in the absence of the Secretary, an Assistant Secretary,shall act as secretary of the meeting, or in their absence the chairman of the meeting may appointany person to act as secretary of the meeting.     Section 1.7 Voting; Proxies. Unless otherwise provided in the articles ofincorporation, each shareholder entitled to vote at any meeting of shareholders shall be entitledto one vote for each share of stock held by such shareholder which has voting power upon the matterin question. Each shareholder entitled to vote at a meeting of shareholders or to express consentor dissent to corporate action in writing without a meeting may authorize another person or personsto act for such shareholder by proxy, but no such proxy shall be voted or acted upon after 11months from its date, unless the proxy provides for a longer period. A duly executed
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proxy shall be irrevocable if it states that it is irrevocable, subject to the provisions ofSections 705(e) and 705(f) of the California Corporations Code. A shareholder may revoke any proxywhich is not irrevocable by attending the meeting and voting in person or by delivering aninstrument in writing revoking the proxy or by delivering another duly executed proxy bearing alater date with the Secretary of the Corporation.     Directors shall, except as otherwise required by law or by the articles of incorporation, beelected by a plurality of the votes cast at a meeting of shareholders by the holders of sharesentitled to vote in the election. With respect to other matters, unless otherwise provided by lawor by the articles of incorporation or these by-laws, the affirmative vote of the holders of amajority of the shares of all classes of stock present in person or represented by proxy at themeeting and entitled to vote on the subject matter shall be the act of the shareholders, providedthat (except as otherwise required by law or by the articles of incorporation) the Board ofDirectors may require a larger vote upon any such matter. Where a separate vote by class isrequired, the affirmative vote of the holders of a majority of the shares of each class present inperson or represented by proxy at the meeting shall be the act of such class, except as otherwiseprovided by law or by the articles of incorporation or these by-laws.     Section 1.8 Inspectors. Voting at meetings of shareholders need not be conducted byinspectors unless a shareholder present in person or by proxy and entitled to vote at such meetingso requests. The Board of Directors, in advance of any shareholders’ meeting, may appointinspectors to act at the meeting or any adjournment thereof. The number of inspectors shall eitherbe one or three. If inspectors are not so appointed or if any persons so appointed fail to appearor refuse to act, the chairman of any shareholders’ meeting may, and on the request of anyshareholder or shareholder’s proxy entitled to vote thereat shall, appoint inspectors of electionat the meeting.     If appointed at a meeting on the request of one or more shareholders or proxies, the majorityof the shares entitled to vote at that meeting shall determine whether one or three inspectors areto be appointed. Each inspector, before entering upon the discharge of his duties, shall take andsign an oath faithfully to execute the duties of inspector at such meeting with strict impartialityand according to the best of his ability.     The inspectors shall determine the number of shares outstanding and the voting power of each,the shares represented at the meeting, the existence of a quorum and the authenticity, validity andeffect of proxies, and shall receive votes, ballots or consents, hear and determine all challengesand questions arising in connection with the right to vote, count and tabulate all votes, ballotsor consents, determine the result, and do such acts as are proper to conduct the election or votewith fairness to all shareholders. On request of the person presiding at the meeting or anyshareholder entitled to vote thereat, the inspectors shall make a report in writing of anychallenge, question or matter determined by them and execute a certificate of any fact found bythem.     Section 1.9 Fixing Date for Determination of Shareholders of Record. In order thatthe Corporation may determine the shareholders entitled to notice of or to vote at any meeting ofshareholders or any adjournment thereof, or to express consent to corporate action in writingwithout a meeting, or entitled to receive payment of any dividend or other distribution or
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allotment of any rights, or entitled to exercise any rights in respect of any change,conversion or exchange of stock or for the purpose of any other lawful action, the Board ofDirectors may fix, in advance, a record date, which shall not be more than sixty nor less than tendays before the date of such meeting, nor more than sixty days prior to any other action. If norecord date is fixed: (1) the record date for determining shareholders entitled to notice of or tovote at a meeting of shareholders shall be at the close of business on the day next preceding theday on which notice is given, or, if notice is waived, at the close of business on the day nextpreceding the day on which the meeting is held; (2) the record date for determining shareholdersentitled to express consent to corporate action in writing without a meeting, when no prior actionby the Board is necessary, shall be the day on which the first written consent is expressed; and(3) the record date for determining shareholders for any other purpose shall be at the close ofbusiness on the day on which the Board adopts the resolution relating thereto. A determination ofshareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply toany adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.However, the Board shall fix a new record date if the adjournment is to a date more than 45 daysafter the date set for the original meeting.     Section 1.10 List of Shareholders Entitled to Vote. The Secretary shall prepare andmake, at least ten days before every meeting of shareholders, a complete list of the shareholdersentitled to vote at the meeting, arranged in alphabetical order, and showing the address of eachshareholder and the number of shares registered in the name of each shareholder. Such list shall beopen to the examination of any shareholder, for any purpose germane to the meeting, during ordinarybusiness hours, for a period of at least ten days prior to the meeting, either at a place withinthe city where the meeting is to be held, which place shall be specified in the notice of themeeting, or, if not so specified, at the place where the meeting is to be held. The list shallalso be produced and kept at the time and place of the meeting during the whole time thereof andmay be inspected by any shareholder who is present.     Section 1.11 Consent of Shareholders in Lieu of Meeting. Unless otherwise provided inthe articles of incorporation, any action required by law to be taken at any annual or specialmeeting of shareholders of the Corporation, or any action which may be taken at any annual orspecial meeting of such shareholders, may be taken without a meeting, without prior notice andwithout a vote, if a consent in writing, setting forth the action so taken, shall be signed by theholders of outstanding shares having not less than the minimum number of votes that would benecessary to authorize or take such action at a meeting at which all shares entitled to votethereon were present and voted. Notice of any shareholder approval pursuant to Sections 310, 317,1201 or 2007 of the California Corporations Code without a meeting by less than unanimous writtenconsent shall be given at least 10 days before the consummation of the action authorized by suchapproval. Prompt notice in the form prescribed in Section 1.3 of this Article I shall be given ofthe taking of any other corporate action without a meeting by less than unanimous written consentto those shareholders who have not consented in writing.
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ARTICLE IIBoard of Directors     Section 2.1 Powers; Number; Qualifications. The business and affairs of theCorporation shall be managed by or under the direction of the Board of Directors, except asotherwise provided in these by-laws or in the articles of incorporation. The Board shall consist ofeleven members. The number of directors may be changed only by a duly adopted amendment to thearticles of incorporation or by an amendment to this by-law approved by a majority of theoutstanding shares entitled to vote. Directors need not be shareholders.     Section 2.2 Election; Term of Office; Resignation; Removal; Vacancies. Each directorshall hold office until the annual meeting of shareholders next succeeding his or her election anduntil his or her successor is elected and qualified or until his or her earlier resignation orremoval. Any director may resign at any time upon written notice to the Board of Directors or tothe President or the Secretary of the Corporation. Such resignation shall take effect at the timespecified therein, and unless otherwise specified therein no acceptance of such resignation shallbe necessary to make it effective. Any director or the entire Board of Directors may be removedwithout cause by the holders of a majority of the shares then entitled to vote at an election ofdirectors; except that, no director may be removed without cause if the votes cast against his orher removal or not consenting in writing to such removal would be sufficient to elect such directorif voted cumulatively at an election of the entire Board at which the same total number of voteswere cast (or if action is taken by written consent, all shares entitled to vote were voted).Directors may also be removed pursuant to or by court order under Sections 302 or 304 of theCalifornia Corporations Code.     A vacancy in the Board of Directors shall be deemed to exist (a) if a director dies, resigns,or is removed by the shareholders or an appropriate court, as provided in Sections 303 or 304 ofthe California Corporations Code; (b) if the Board of Directors declares vacant the office of adirector who has been convicted of a felony or declared of unsound mind by an order of court; (c)if the authorized number of directors is increased; or (d) if at any shareholders’ meeting at whichone or more directors are elected the shareholders fail to elect the full authorized number ofdirectors to be voted for at that meeting. Unless otherwise provided in the articles ofincorporation or these by-laws and except for a vacancy caused by the removal of a director,vacancies may be filled by a majority of the directors then in office, although less than a quorum,or by the sole remaining director.     A vacancy on the Board caused by the removal of a director may be filled only by theshareholders, except that a vacancy created when the Board declares the office of a director vacantas provided in clause (b) of the first paragraph of this section may be filled by the Board ofDirectors.     The shareholders may elect a director at any time to fill a vacancy not filled by the Board ofDirectors.
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     The term of office of a director elected to fill a vacancy shall run until the next annualmeeting of the shareholders, and such a director shall hold office until a successor is elected andqualified.     Section 2.3 Regular Meetings. Regular meetings of the Board of Directors may be heldat such places within or without the State of California and at such times as the Board may fromtime to time determine, and if so determined, notice thereof need not be given.     Section 2.4 Special Meetings. Special meetings of the Board of Directors may be heldat any time or place within or without the State of California whenever called by the Chairman ofthe Board, if any, by the Vice Chairman of the Board, if any, by the President or by any twodirectors. Special meetings shall be held on four days’ notice by mail or 48 hours’ noticedelivered personally or by telephone or telegraph. Notice delivered personally or by telephone maybe transmitted to a person at the director’s office who can reasonably be expected to deliver suchnotice promptly to the director.     Section 2.5 Participation in Meetings by Conference Telephone Permitted. Unlessotherwise restricted by the articles of incorporation or these by-laws, members of the Board, orany committee designated by the Board, may participate in a meeting of the Board or of suchcommittee, as the case may be, by means of conference telephone or similar communications equipmentso long as all persons participating in the meeting can hear one another, and participation in ameeting pursuant to this by-law shall constitute presence in person at such meeting.     Section 2.6 Quorum; Vote Required for Action. At all meetings of the Board ofDirectors, a majority of the entire Board shall constitute a quorum for the transaction ofbusiness. Subject to the provisions of Sections 310 and 317(e) of the California Corporations Code,the vote of a majority of the directors present at a meeting at which a quorum is present shall bethe act of the Board unless the articles of incorporation or these by-laws shall require a vote ofa greater number. In case at any meeting of the Board a quorum shall not be present, the members ofthe Board present may adjourn the meeting from time to time until a quorum shall attend.     Section 2.7 Organization. Meetings of the Board of Directors shall be presided overby the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the ViceChairman of the Board, if any, or in the absence of the Vice Chairman of the Board by thePresident, or in their absence by a chairman chosen at the meeting. The Secretary, or in theabsence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in theabsence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint anyperson to act as secretary of the meeting.     Section 2.8 Action by Directors Without a Meeting. Unless otherwise restricted by thearticles of incorporation or these by-laws, any action required or permitted to be taken by theBoard of Directors, or any committee thereof, may be taken without a meeting if all members of theBoard or of such committee, as the case may be, consent thereto in writing, and the writing orwritings are filed with the minutes of proceedings of the Board or committee.
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     Section 2.9 Compensation of Directors. The Board of Directors shall have theauthority to fix the compensation of directors for services in any capacity.ARTICLE IIIExecutive and Other Committees     Section 3.1 Executive and Other Committees of Directors. The Board of Directors, byresolution adopted by a majority of the entire Board, may designate from among its members anexecutive committee and other committees, each consisting of two or more directors, and each ofwhich, to the extent provided in the resolution, shall have all the authority of the Board, exceptthat no such committee shall have authority as to the following matters:          (1) The approval of any action for which the California Corporations Code also requiresthe approval of the shareholders or of the outstanding shares;          (2) The filling of vacancies in the Board or in any committee thereof;          (3) The fixing of compensation of the directors for serving on the Board or on anycommittee thereof;          (4) The amendment or repeal of the by-laws, or the adoption of new by-laws;          (5) The amendment or repeal of any resolution of the Board which, by its terms, shallnot be so amendable or repealable;          (6) The making of distributions to shareholders, except at a rate or in a periodicamount or within a price range determined by the Board of Directors; or          (7) The appointment of other committees of the Board or of their members.     The Board of Directors may designate one or more directors as alternate members of any suchcommittee, who may replace any absent member or members at any meeting of such committee.     Unless the Board of Directors otherwise provides, each committee designated by the Board mayadopt, amend and repeal rules for the conduct of its business. In the absence of a provision bythe Board of Directors or a provision in the rules of such committee to the contrary, eachcommittee shall conduct its business in the same manner as the Board of Directors conducts itsbusiness pursuant to Article II of these by-laws.     Each such committee shall serve at the pleasure of the Board of Directors.
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ARTICLE IVOfficers     Section 4.1 Officers; Election. As soon as practicable after the annual meeting ofshareholders in each year, the Board of Directors shall elect a President, a Secretary and a ChiefFinancial Officer, and it may, if it so determines, elect from among its members a Chairman of theBoard and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, oneor more Assistant Vice Presidents, one or more Assistant Secretaries, one or more AssistantTreasurers and such other officers as the Board may deem desirable or appropriate and may give anyof them such further designations or alternate titles as it considered desirable. Any number ofoffices may be held by the same person.     Section 4.2 Term of Office; Resignation; Removal; Vacancies. Except as otherwiseprovided in the resolution of the Board of Directors electing any officer, each officer shall holdoffice until the first meeting of the Board after the annual meeting of shareholders nextsucceeding his or her election, and until his or her successor is elected and qualified or untilhis or her earlier resignation or removal. Any officer may resign at any time upon written noticeto the Board or to the President or the Secretary of the Corporation. Such resignation shall takeeffect at the time specified therein, and unless otherwise specified therein no acceptance of suchresignation shall be necessary to make it effective. The Board may remove any officer with orwithout cause at any time. Any such removal shall be without prejudice to the contractual rightsof such officer, if any, with the Corporation, but the election of an officer shall not of itselfcreate contractual rights. Any vacancy occurring in any office of the Corporation by death,resignation, removal or otherwise may be filled for the unexpired portion of the term by the Boardat any regular or special meeting.     Section 4.3 Powers and Duties. The officers of the Corporation shall have such powersand duties in the management of the Corporation as shall be stated in these by-laws or in aresolution of the Board of Directors which is not inconsistent with these by-laws and, to theextent not so stated, as generally pertain to their respective offices, subject to the control ofthe Board. The Secretary shall have the duty to record the proceedings of the meetings of theshareholders, the Board of Directors and any committees in a book to be kept for that purpose. TheBoard may require any officer, agent or employee to give security for the faithful performance ofhis or her duties.ARTICLE VForms of Certificates; Loss and Transfer of Shares     Section 5.1 Forms of Certificates. Every holder of stock in the Corporation shall beentitled to have a certificate signed by or in the name of the Corporation by (1) either theChairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President,and (2) by the Chief Financial Officer or a Treasurer or an Assistant Treasurer, or the Secretaryor an Assistant Secretary, of the Corporation, certifying the number of shares owned by such holderin the Corporation. If such certificate is manually signed by one officer or manuallycountersigned by a transfer agent or by a registrar, any other signature on the certificate
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may be a facsimile. In case any officer, transfer agent or registrar who has signed or whosefacsimile signature has been placed upon a certificate shall have ceased to be such officer,transfer agent or registrar before such certificate is issued, it may be issued by the Corporationwith the same effect as if such person were such officer, transfer agent or registrar at the dateof issue.     Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of NewCertificates. The Corporation may issue a new certificate of stock in the place of anycertificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and theCorporation may require the owner of the lost, stolen or destroyed certificate, or such owner’slegal representative, to give the Corporation a bond sufficient to indemnify it against any claimthat may be made against it on account of the alleged loss, theft or destruction of any suchcertificate or the issuance of such new certificate.ARTICLE VIRecords and Reports     Section 6.1 Shareholder Records. The Corporation shall keep at its principalexecutive office or at the office of its transfer agent or registrar, as determined by resolutionof the Board of Directors, a record of the names and addresses of all shareholders and the numberand class of shares held by each shareholder.     A shareholder or shareholders holding at least five percent in the aggregate of theoutstanding voting shares of the Corporation may:     (a) Inspect and copy the record of shareholders’ names and addresses and shareholdings duringusual business hours, on five days’ prior written demand on the corporation, or (b) obtain from theCorporation’s transfer agent, on written demand and tender of the transfer agent’s usual chargesfor this service, a list of the names and addresses of shareholders who are entitled to vote forthe election of directors, and their shareholdings, as of the most recent record date for which alist has been compiled or as of a specified date later than the date of demand. This list shall bemade available within five days after (i) the date of demand, or (ii) the specified later date asof which the list is to be compiled. The record of shareholders shall also be open to inspectionon the written demand of any shareholder or holder of a voting trust certificate, at any timeduring usual business hours, for a purpose reasonably related to the holder’s interests as ashareholder or holder of a voting trust certificate. Any inspection and copying under this sectionmay be made in person or by an agent or attorney of the shareholder or holder of a voting trustcertificate making the demand.     Section 6.2 By-laws. The Corporation shall keep at its principal executive office, orif its principal executive office is not in the State of California, at its principal businessoffice in this state, the original or a copy of the bylaws as amended to date, which shall be opento inspection by the shareholders at all reasonable times during office hours. If the principalexecutive office of the Corporation is outside the State of California and the Corporation has noprincipal business office in this state, the secretary shall, upon the written request of anyshareholder, furnish to that shareholder a copy of the bylaws as amended to date.
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     Section 6.3 Minutes and Accounting Records. The minutes of proceedings of theshareholders, the Board of Directors, and committees of the Board, and the accounting books andrecords shall be kept at the principal executive office of the Corporation, or at such other placeor places as designated by the Board of Directors. The minutes shall be kept in written form, andthe accounting books and records shall be kept either in written form or in a form capable of beingconverted into written form. The minutes and accounting books and records shall be open toinspection on the written demand of any shareholder or holder of a voting trust certificate at anyreasonable time during usual business hours, for a purpose reasonably related to the holder’sinterests as a shareholder or holder of a voting trust certificate. The inspection may be made inperson or by an agent or attorney, and shall include the right to copy and make extracts. Theserights of inspection shall extend to the records of each subsidiary of the corporation.     Section 6.4 Inspection by Directors. Every director shall have the absolute right atany reasonable time to inspect all books, records, and documents of every kind and the physicalproperties of the corporation and each of its subsidiary corporations. This inspection by adirector may be made in person or by an agent or attorney and the right of inspection includes theright to copy and make extracts of documents.     Section 6.5 Annual Report to Shareholders. Inasmuch as, and for as long as, there arefewer than 100 shareholders, the requirement of an annual report to shareholders referred to inSection 1501 of the California Corporations Code is expressly waived. However, nothing in thisprovision shall be interpreted as prohibiting the Board of Directors from issuing annual or otherperiodic reports to the shareholders, as the Board considers appropriate.     If at any time and for as long as, the number of shareholders shall exceed 100 the Board ofDirectors shall cause an annual report to be sent to the shareholders not later than 120 days afterthe close of the fiscal year adopted by the Corporation. This report shall be sent at least 15days (if third class mail is used, 35 days) before the annual meeting of shareholders to be heldduring the next fiscal year and in the manner specified for giving notice to shareholders in thesebylaws. The annual report shall contain a balance sheet as of the end of the fiscal year and anincome statement and a statement of changes in financial position for the fiscal year prepared inaccordance with generally accepted accounting principles applied on a consistent basis andaccompanied by any report of independent accountants, or, if there is no such report, thecertificate of an authorized officer of the Corporation that the statements were prepared withoutaudit from the Corporation’s books and records.     Section 6.6 Financial Statements. The Corporation shall keep a copy of each annualfinancial statement, quarterly or other periodic income statement, and accompanying balance sheetsprepared by the Corporation on file in the corporation’s principal executive office for 12 months;these documents shall be exhibited at all reasonable times, or copies provided, to any shareholderon demand.     If no annual report for the last fiscal year has been sent to shareholders, on written requestof any shareholder made more than 120 days after the close of the fiscal year the Corporation shalldeliver or mail to the shareholder, within 30 days after receipt of the request, a
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balance sheet as of the end of that fiscal year and an income statement and statement ofchanges in financial condition for that fiscal year.     A shareholder or shareholders holding five percent or more of the outstanding shares of anyclass of stock of the Corporation may request in writing an income statement for the most recentthree-month, six-month, or nine-month period (ending more than 30 days before the date of therequest) of the current fiscal year, and a balance sheet of the corporation as of the end of thatperiod. If such documents are not already prepared, the Chief Financial Officer shall cause themto be prepared and shall deliver the documents personally or mail them to the requestingshareholders within 30 days after receipt of the request. A balance sheet, income statement, andstatement of changes in financial position for the last fiscal year shall also be included, unlessthe Corporation has sent the shareholders an annual report for the last fiscal year.     Quarterly income statements and balance sheets referred to in this section shall beaccompanied by the report, if any, of independent accountants engaged by the Corporation or thecertificate of an authorized corporate officer stating that the financial statements were preparedwithout audit from the Corporation’s records.     Section 6.7 Form of Records. Any records maintained by the Corporation in the regularcourse of its business, including its stock ledger, books of account and minute books, may be kepton, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any otherinformation storage device, provided that the records so kept can be converted into clearly legibleform within a reasonable time. The Corporation shall so convert any records so kept upon therequest of any person entitled to inspect the same.ARTICLE VIIMiscellaneous     Section 7.1 Principal Executive or Business Offices. The Board of Directors shall fixthe location of the principal executive office of the Corporation at any place either within orwithout the State of California. If the principal executive office is located outside Californiaand the Corporation has one or more business offices in California, the Board shall designate oneof these offices as the Corporation’s principal business office in California.     Section 7.2 Fiscal Year. The fiscal year of the Corporation shall be determined bythe Board of Directors.     Section 7.3 Seal. The Corporation may have a corporate seal which shall have the nameof the Corporation inscribed thereon and shall be in such form as may be approved from time to timeby the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof tobe impressed or affixed or in any other manner reproduced.     Section 7.4 Waiver of Notice of Meetings of Shareholders, Directors and Committees.Whenever notice is required to be given by law or under any provision of the articles ofincorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice,whether before or after the time stated therein, shall be deemed equivalent to notice.
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Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,except when the person attends a meeting for the sole and express purpose of objecting, at thebeginning of the meeting, to the transaction of any business on the grounds that the meeting is notlawfully called or convened. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the shareholders, the Board of Directors, or members of a committeeof the Board need be specified in any written waiver of notice unless so required by the articlesof incorporation or these by-laws.     Section 7.5 Indemnification of Directors, Officers and Employees. Any person made orthreatened to be made a party to any action or proceeding, whether civil or criminal, by reason ofthe fact that he, his testator or intestate is or was a director, an officer or an employee of theCorporation or serves or served any other corporation, partnership, joint venture, trust, employeebenefit plan or other enterprise in any capacity at the request of the Corporation shall beindemnified by the Corporation, and the Corporation may advance his related expenses, to the fullextent permitted by law.     Section 7.6 Interested Directors; Quorum. No contract or transaction between theCorporation and one or more of its directors or officers, or between the Corporation and any othercorporation, partnership, association or other organization in which one or more of its directorsor officers are directors or officers, or have a financial interest, shall be void or voidablesolely for this reason, or solely because the director or officer is present at or participates inthe meeting of the Board of Directors or committee thereof which authorizes the contract ortransaction, or solely because his or her or their votes are counted for such purpose, if: (1) thematerial facts as to his or her relationship or interest and as to the contract or transaction aredisclosed or are known to the Board or the committee, and the Board or committee in good faithauthorizes, approves or ratifies the contract or transaction by the affirmative votes of a majorityof the disinterested directors, even though the disinterested directors be less than a quorum,provided that the contract or transaction is just and reasonable as to the Corporation at the timeit was authorized, approved or ratified; or (2) the material facts as to his or her relationship orinterest and as to the contract or transaction are disclosed or are known to the shareholdersentitled to vote thereon, and the contract or transaction is specifically approved in good faith byvote of the shareholders with the shares owned by the interested director or officer not beingentitled to vote thereon; or (3) the contract or transaction is fair as to the Corporation as ofthe time it is authorized, approved or ratified, by the Board, a committee thereof or theshareholders. Common or interested directors may be counted in determining the presence of aquorum at a meeting of the Board or of a committee which authorizes the contract or transaction.     Section 7.7 Amendment of By-Laws. To the extent permitted by law these by-laws may beamended or repealed, and new by-laws adopted, by the Board of Directors. The shareholders entitledto vote, however, retain the right to adopt additional by-laws and may amend or repeal any by-lawwhether or not adopted by them.
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