**Exhibit3.2**

 

AMENDED ANDRESTATED

 

BY-LAWS

 

OF

 

META Group, Inc.

 

 

Adopted May 1,2003

 

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BY-LAWS

 

TABLE OF CONTENTS

 
| ARTICLE  1- Stockholders |
|--------------------------|
|                     |
| 1.1                      |   | Place of  Meetings |
| 1.2                      |   | Annual Meeting |
| 1.3                      |   | Special Meetings |
| 1.4                      |   | Notice of  Meetings |
| 1.5                      |   | Voting List |
| 1.6                      |   | Quorum |
| 1.7                      |   | Adjournments |
| 1.8                      |   | Voting and Proxies |
| 1.9                      |   | Action at Meeting |
| 1.10                     |   | Introduction of Business at Meetings |
| 1.11                     |   | Action without Meeting |
|                     |   |   |
| ARTICLE 2 - Directors    |
|                     |
| 2.1                      |   | General Powers |
| 2.2                      |   | Number;  Election and Qualification |
| 2.3                      |   | Classes of Directors |
| 2.4                      |   | Terms in Office |
| 2.5                      |   | Allocation of Directors Among Classes in  the Event of Increases or Decreases in the Number of Directors |
| 2.6                      |   | Tenure |
| 2.7                      |   | Vacancies |
| 2.8                      |   | Resignation |
| 2.9                      |   | Regular Meetings |
| 2.10                     |   | Special Meetings |
| 2.11                     |   | Notice of Special Meetings |
| 2.12                     |   | Meetings by Telephone Conference Calls |
| 2.13                     |   | Quorum |
| 2.14                     |   | Action at Meeting |
| 2.15                     |   | Action by Written Consent |
| 2.16                     |   | Removal |
| 2.17                     |   | Committees |
| 2.18                     |   | Compensation of Directors |
| 2.19                     |   | Amendments to Article |
|                     |   |   |
| ARTICLE 3  - Officers    |
|                     |
| 3.1                      |   | Enumeration |
| 3.2                      |   | Election |
| 3.3                      |   | Qualification |
| 3.4                      |   | Tenure |

 

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| 3.5                             |   | Resignation and Removal                                  |
|---------------------------------|--------|----------------------------------------------------------|
| 3.6                             |   | Vacancies                                                |
| 3.7                             |   | Chairman of the Board and Vice-Chairman of  the Board    |
| 3.8                             |   | President                                                |
| 3.9                             |   | Vice Presidents                                          |
| 3.10                            |   | Secretary and Assistant Secretaries                      |
| 3.11                            |   | Treasurer  and Assistant Treasurers                      |
| 3.12                            |   | Salaries                                                 |
| 3.13                            |   | Action with Respect to Securities of  Other Corporations |
|                            |   |                                                     |
| ARTICLE  4 - Capital Stock      |
|                            |
| 4.1                             |   | Issuance of Stock                                        |
| 4.2                             |   | Certificates of  Stock                                   |
| 4.3                             |   | Transfers                                                |
| 4.4                             |   | Lost, Stolen or Destroyed Certificates                   |
| 4.5                             |   | Record Date                                              |
|                            |   |                                                     |
| ARTICLE 5 - General  Provisions |
|                            |
| 5.1                             |   | Fiscal Year                                              |
| 5.2                             |   | Corporate Seal                                           |
| 5.3                             |   | Notices                                                  |
| 5.4                             |   | Waiver of Notice                                         |
| 5.5                             |   | Evidence of Authority                                    |
| 5.6                             |   | Facsimile Signatures                                     |
| 5.7                             |   | Reliance upon Books, Reports and Records                 |
| 5.8                             |   | Time Periods                                             |
| 5.9                             |   | Certificate of Incorporation                             |
| 5.10                            |   | Transactions with Interested Parties                     |
| 5.11                            |   | Severability                                             |
| 5.12                            |   | Pronouns                                                 |
| 5.13                            |   | Electronic Consent                                       |
|                            |   |                                                     |
| ARTICLE  6 - Amendments         |
|                            |
| 6.1                             |   | By the Board of Directors                                |
| 6.2                             |   | By the  Stockholders                                     |

 

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AMENDED ANDRESTATED

 

BY-LAWS

 

OF

 

META Group,Inc.  (the “Corporation”)

 

**ARTICLE1- Stockholders**

** **

**1.1**          **Place ofMeetings****. **Allmeetings of stockholders shall be held at such place within or without theState of Delaware as may be designated from time to time by the Chairman of theBoard (if any), the board of directors of the Corporation (the “Board ofDirectors”) or the President or, if not so designated, at the registered officeof the Corporation.

** **

**1.2**          **AnnualMeeting****. **Theannual meeting of stockholders for the election of directors and for thetransaction of such other business as may properly be brought before themeeting shall be held on a date to be fixed by the Chairman of the Board (ifany), Board of Directors or the President (which date shall not be a legalholiday in the place where the meeting is to be held) at the time and place tobe fixed by the Chairman of the Board, the Board of Directors or the Presidentand stated in the notice of the meeting.

 

**1.3**          **SpecialMeeting****s. **Specialmeetings of stockholders may be called at any time by the Chairman of the Board(if any), a majority of the Board of Directors or the President and shall beheld at such place, on such date and at such time as shall be fixed by theBoard of Directors or the person calling the meeting.  Business transacted at any special meeting of stockholders shallbe limited to matters relating to the purpose or purposes stated in the noticeof meeting.

 

**1.4**          **Notice ofMeeting****s. **Exceptas otherwise provided by law, written notice of each meeting of stockholders,whether annual or special, shall be given not less than 10 nor more than 60days before the date of the meeting to each stockholder entitled to vote atsuch meeting.  The notices of allmeetings shall state the place, date and hour of the meeting.  The notice of a special meeting shall state,in addition, the purpose or purposes for which the meeting is called.  If mailed, notice is given when deposited inthe United States mail, postage prepaid, directed to the stockholder at his orher address as it appears on the records of the Corporation.

 

**1.5**          **Voting List. **The officer who has charge of the stockledger of the Corporation shall prepare, at least 10 days before every meetingof stockholders, a complete list of the stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of eachstockholder.  Such list shall be open tothe examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least 10 days prior to themeeting, either at a place within the city where the meeting is to be held,which place shall be specified in the notice of the meeting, or if not sospecified, at the place where the meeting is to be held.  The list shall also be produced and kept atthe time and place of the meeting during the whole time of the meeting, and maybe inspected by any stockholder who is present.  This list shall

 

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presumptively determinethe identity of the stockholders entitled to vote at the meeting and the numberof shares held by each of them.

 

**1.6**          **Quor****um. **Except as otherwise provided by law, theCertificate of Incorporation or these By-Laws, the holders of a majority of theshares of the capital stock of the Corporation issued and outstanding andentitled to vote at the meeting, present in person or represented by proxy,shall constitute a quorum for the transaction of business.  Shares held by brokers which such brokersare prohibited from voting (pursuant to their discretionary authority on behalfof beneficial owners of such shares who have not submitted a proxy with respectto such shares) on some or all of the matters before the stockholders, butwhich shares would otherwise be entitled to vote at the meeting (“BrokerNon-Votes”) shall be counted, for the purpose of determining the presence orabsence of a quorum, both (a) toward the total voting power of the shares ofcapital stock of the Corporation and (b) as being represented by proxy.  If a quorum has been established for thepurpose of conducting the meeting, a quorum shall be deemed to be present forthe purpose of all votes to be conducted at such meeting, provided that where aseparate vote by a class or classes, or series thereof, is required, a majorityof the voting power of the shares of such class or classes, or series, presentin person or represented by proxy shall constitute a quorum entitled to takeaction with respect to that vote on that matter.  If a quorum shall fail to attend any meeting, the chairman of themeeting or the holders of a majority of the voting power of the shares of stockentitled to vote who are present, in person or by proxy, may adjourn themeeting to another place, date, or time.

 

**1.7**          **Adjourn****ments. **Any meeting of stockholders may beadjourned to any other time and to any other place at which a meeting ofstockholders may be held under these By-Laws by the stockholders present orrepresented at the meeting and entitled to vote, although less than a quorum,or, if no stockholder is present, by any officer entitled to preside at or toact as Secretary of such meeting.  Itshall not be necessary to notify any stockholder of any adjournment of lessthan 30 days if the time and place of the adjourned meeting are announced atthe meeting at which adjournment is taken, unless after the adjournment a newrecord date is fixed for the adjourned meeting.  At the adjourned meeting, the Corporation may transact anybusiness which might have been transacted at the original meeting.

 

**1.8**          **Voting an****d Proxies. **At any meeting of the stockholders, eachstockholder shall have one vote for each share of stock entitled to vote atsuch meeting held of record by such stockholder and a proportionate vote foreach fractional share so held, unless otherwise provided in the Certificate ofIncorporation.  Each stockholder ofrecord entitled to vote at a meeting of stockholders, or to express consent ordissent to corporate action in writing without a meeting, may vote or expresssuch consent or dissent in person or may authorize another person or persons tovote or act for such stockholder by written proxy executed by such stockholderor his or her authorized agent or by a transmission permitted by law anddelivered to the Secretary of the Corporation. No such proxy shall be voted or acted upon after three years from thedate of its execution, unless the proxy expressly provides for a longerperiod.  Any copy, facsimiletelecommunication or other reliable reproduction of the writing or transmissioncreated pursuant to this Section 1.8 may be substituted or used in lieu of theoriginal writing or transmission for any and all purposes for which theoriginal writing or transmission could be used, provided that such copy,facsimile telecommunication or reproduction shall be a complete reproduction ofthe entire original writing or transmission.

 

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All voting, including onthe election of directors but excepting where otherwise required by law or theCertificate of Incorporation, may take place via a voice vote.  Any vote not taken by voice shall be takenby ballots, each of which shall state the name of the stockholder or proxyvoting and such other information as may be required under the procedure establishedfor the meeting.

 

The Corporation may, andto the extent required by law or the Certificate of Incorporation, shall, inadvance of any meeting of stockholders, appoint one or more inspectors to actat such meeting and make a written report thereof.  The Corporation may designate one or more persons as alternateinspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting ofstockholders, the person presiding at such meeting may, and to the extent requiredby law or the Certificate of Incorporation, shall, appoint one or moreinspectors to act at such meeting.  Eachinspector, before entering upon the discharge of his duties, shall take andsign an oath faithfully to execute the duties of inspector with strictimpartiality and according to the best of his or her ability.

 

**1.9**          **Action at M****eeting. **When a quorum is present at any meetingof stockholders, the holders of a majority of the stock present or representedand voting on a matter (or if there are two or more classes of stock entitledto vote as separate classes, then in the case of each such class, the holdersof a majority of the stock of that class present or represented and voting onsuch matter) shall decide any matter to be voted upon by the stockholders atsuch meeting, except when a different vote is required by express provision oflaw, the Certificate of Incorporation or these By-Laws.  Any election by stockholders shall bedetermined by a plurality of the votes cast by the stockholders entitled tovote at the election.  Except as otherwiseprovided by the Certificate of Incorporation, all elections of directors shallbe determined by a plurality of the votes cast, and except as otherwiserequired by law or the Certificate of Incorporation, all other matters shall bedetermined by a majority of the votes cast affirmatively or negatively.  For the purposes of this paragraph, BrokerNon-Votes represented at the meeting but not permitted to vote on a particularmatter shall not be counted, with respect to the vote on such matter, in thenumber of (a) votes cast, (b) votes cast affirmatively, or (c) votes castnegatively.

 

**1.10        Introduction of Business at Meetings.**

 

**A.            AnnualMeetings of Stockholders.**

 

(1)           Nominations of persons for electionto the Board of Directors and the proposal of business to be considered by thestockholders may be made at an annual meeting of stockholders (a) pursuant tothe Corporation’s notice of meeting, (b) by or at the direction of the Board ofDirectors or (c) by any stockholder of the Corporation who was a stockholder ofrecord at the time of giving of notice provided for in this Section 1.10, whois entitled to vote at the meeting and who complies with the notice proceduresset forth in this Section 1.10.

 

(2)           For nominations or other business tobe properly brought before an annual meeting by a stockholder pursuant toclause (c) of paragraph (A)(1) of this Section 1.10, the stockholder must havegiven timely notice thereof in writing to the Secretary of the Corporation andsuch other business must otherwise be a proper matter for stockholder action.

 

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To be timely, astockholder’s notice shall be delivered to the Secretary at the principalexecutive offices of the Corporation not later than the close of business onthe one hundred twentieth (120th) day nor earlier than the close of business onthe one hundred fiftieth (150th) day prior to the first anniversary of the dateof the proxy statement delivered to stockholders in connection with thepreceding year’s annual meeting; provided, however, that if either (i) the dateof the annual meeting is more than thirty (30) days before or more than sixty(60) days after such an anniversary date or (ii) no proxy statement wasdelivered to stockholders in connection with the preceding year’s annualmeeting, notice by the stockholder to be timely must be so delivered notearlier than the close of business on the ninetieth (90th) day prior to suchannual meeting and not later than the close of business on the later of the sixtieth(60th) day prior to such annual meeting or the close of business on the tenth(10th) day following the day on which public announcement of the date of suchmeeting is first made by the Corporation. 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, or is otherwise required, ineach case pursuant to Regulation 14A under the Securities Exchange Act of 1934,as amended (the “Exchange Act”) (including such person’s written consent tobeing named in the proxy statement as a nominee and to serving as a director ifelected); (b) as to any other business that the stockholder proposes to bringbefore the meeting, a brief description of the business desired to be broughtbefore the meeting, the reasons for conducting such business at the meeting andany material interest in such business of such stockholder and the beneficialowner, if any, on whose behalf the proposal is made; and (c) as to thestockholder giving the notice and the beneficial owner, if any, on whose behalfthe nomination or proposal is made (i) the name and address of suchstockholder, as they appear on the Corporation’s books, and of such beneficialowner and (ii) the class and number of shares of capital stock of theCorporation that are owned beneficially and held of record by such stockholderand such beneficial owner.

 

(3)           Notwithstanding anything in thesecond sentence of paragraph (A)(2) of this Section 1.10 to the contrary, inthe event that the number of directors to be elected to the Board of Directorsof the Corporation is increased and there is no public announcement by theCorporation naming all of the nominees for director or specifying the size ofthe increased Board of Directors at least seventy (70) days prior to the firstanniversary of the preceding year’s annual meeting (or, if the annual meetingis held more than thirty (30) days before or sixty (60) days after suchanniversary date, at least seventy (70) days prior to such annual meeting), astockholder’s notice required by this Section 1.10 shall also be consideredtimely, but only with respect to nominees for any new positions created by suchincrease, if it shall be delivered to the Secretary at the principal executiveoffice of the Corporation not later than the close of business on the tenth(10th) day following the day on which such public announcement is first made bythe Corporation.

 

**B.            SpecialMeetings of Stockholders. **Onlysuch business shall be conducted at a special meeting of stockholders as shallhave been brought before the meeting pursuant to the Corporation’s notice ofmeeting.  Nominations of persons forelection to the Board of Directors may be made at a special meeting ofstockholders at which directors are to be elected pursuant to the Corporation’snotice of meeting (a) by or at the direction of the Board of Directors or (b)provided that the Board of Directors has determined that directors shall beelected at such meeting, by any stockholder of the Corporation who is astockholder of record at

 

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the time of giving ofnotice of the special meeting, who shall be entitled to vote at the meeting andwho complies with the notice procedures set forth in this Section 1.10.  If the Corporation calls a special meetingof stockholders for the purpose of electing one or more directors to the Boardof Directors, any such stockholder may nominate a person or persons (as thecase may be), for election to such position(s) as specified in theCorporation’s notice of meeting, if the stockholder’s notice required byparagraph (A)(2) of this Section 1.10 shall be delivered to the Secretary atthe principal executive offices of the Corporation not earlier than theninetieth (90th) day prior to such special meeting nor later than the later of(x) the close of business of the sixtieth (60th) day prior to such specialmeeting or (y) the close of business of the tenth (10th) day following the dayon which public announcement is first made of the date of such special meetingand of the nominees proposed by the Board of Directors to be elected at suchmeeting.

 

**C.            General.**

 

(1)           Only such persons who are nominatedin accordance with the procedures set forth in this Section 1.10 shall beeligible to serve as directors and only such business shall be conducted at ameeting of stockholders as shall have been brought before the meeting inaccordance with the procedures set forth in this Section 1.10.  Except as otherwise provided by law, theCertificate of Incorporation or these By-Laws, the chairman of the meetingshall have the power and duty to determine whether a nomination or any businessproposed to be brought before the meeting was made or proposed, as the case maybe, in accordance with the procedures set forth in this Section 1.10 and, ifany proposed nomination or business is not in compliance herewith, to declarethat such defective proposal or nomination shall be disregarded.

 

(2)           For purposes of this Section 1.10,“public announcement” shall mean disclosure in a press release reported by theDow Jones News Service, Associated Press or comparable national news service orin a document publicly filed by the Corporation with the Securities andExchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

 

(3)           Notwithstanding the foregoingprovisions of this Section 1.10, a stockholder shall also comply with allapplicable requirements of the Exchange Act and the rules and regulationsthereunder with respect to the matters set forth herein.  Nothing in this Section 1.10 shall be deemedto affect any rights (i) of stockholders to request inclusion of proposals inthe Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Actor (ii) of the holders of any series of Preferred Stock to elect directorsunder specified circumstances.

 

**1.11        Action without Meeting. **Stockholders of the Corporationmay not take any action by written consent in lieu of a meeting.  Notwithstanding any other provision of law,the Certificate of Incorporation or these By-Laws, and notwithstanding the factthat a lesser percentage may be specified by law, the affirmative vote of theholders of at least seventy-five percent (75%) of the votes which all thestockholders would be entitled to cast at any annual election of directors orclass of directors shall be required to amend or repeal, or to adopt anyprovision inconsistent with, this Section 1.11.

 

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**ARTICLE 2 - Directors**

 

**2.1          General Powers. **The business and affairs of the Corporationshall be managed by or under the direction of a Board of Directors, who mayexercise all of the powers of the Corporation except as otherwise provided bylaw or the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remainingdirectors, except as otherwise provided by law or the Certificate of Incorporation,may exercise the powers of the full Board of Directors until the vacancy isfilled.  Without limiting the foregoing,the Board of Directors may:

 

(a)           declare dividends from time to timein accordance with law;

 

(b)           purchase or otherwise acquire anyproperty, rights or privileges on such terms as it shall determine;

 

(c)           authorize the creation, making andissuance, in such form as it may determine, of written obligations of everykind, negotiable or non-negotiable, secured or unsecured, to borrow funds andguarantee obligations, and to do all things necessary in connection therewith;

 

(d)           remove any officer of the Corporationwith or without cause, and from time to time to devolve the powers and dutiesof any officer upon any other person for the time being;

 

(e)           confer upon any officer of theCorporation the power to appoint, remove and suspend subordinate officers,employees and agents;

 

(f)            adopt from time to time such stockoption, stock purchase, bonus or other compensation plans for directors,officers, employees, consultants and agents of the Corporation and itssubsidiaries as it may determine;

 

(g)           adopt from time to time suchinsurance, retirement, and other benefit plans for directors, officers,employees, consultants and agents of the Corporation and its subsidiaries as itmay determine; and

 

(h)           adopt from time to time regulations,not inconsistent herewith, for the management of the Corporation’s business andaffairs.

 

**2.2          Number; Election and Qualification. **The number of directorswhich shall constitute the whole Board of Directors shall be determined byresolution of the Board of Directors, but in no event shall be less thanthree.  The number of directors may bedecreased at any time and from time to time by a majority of the directors thenin office, but only to eliminate vacancies existing by reason of the death,resignation, removal or expiration of the term of one or more directors.  The directors shall be elected at the annualmeeting of stockholders by such stockholders as have the right to vote on suchelection.  Directors need not bestockholders of the Corporation.

 

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**2.3          Classes of Directors. **The Board of Directorsshall be and is divided into three classes: Class I, Class II and Class III. No one class shall have more than one director more than any otherclass.

 

**2.4          Terms in Office. **Each director shall serve for a term ending onthe date of the third annual meeting following the annual meeting at which suchdirector was elected; provided, however, that each initial director in Class Ishall serve for a term ending on the date of the annual meeting next followingthe end of the Corporation’s fiscal year ending December 31, 1995; each initialdirector in Class II shall serve for a term ending on the date of the annualmeeting next following the end of the Corporation’s fiscal year ending December31, 1996; and each initial director in Class III shall serve for a term endingon the date of the annual meeting next following the end of the Corporation’sfiscal year ending December 31, 1997.

 

**2.5          Allocation of Directors Among Classes in the Event ofIncreases or Decreases in the Number of Directors. **In the event of anyincrease or decrease in the authorized number of directors, (i) each directorthen serving as such shall nevertheless continue as director of the class ofwhich he or she is a member until the expiration of such director’s currentterm or his or her prior death, retirement or resignation and (ii) the newlycreated or eliminated directorships resulting from such increase or decreaseshall be apportioned by the Board of Directors among the three classes ofdirectors, subject to Section 2.3.  Tothe extent possible, consistent with the foregoing rule, any newly created directorshipsshall be added to those classes whose terms of office are to expire at theearliest dates following such allocation, unless otherwise provided for fromtime to time by resolution adopted by a majority of the directors then inoffice, although less than a quorum.  Nodecrease in the number of directors constituting the whole Board of Directorsshall shorten the term of an incumbent Director.

 

**2.6          Tenure. **Notwithstandingany provisions to the contrary contained herein, each director shall hold officeuntil his or her successor is elected and qualified, or until his or herearlier death, resignation or removal.

 

**2.7          Vacancies. **Unless and until filled by the stockholders, anyvacancy in the Board of Directors, however occurring, including a vacancyresulting from an enlargement thereof, may be filled by vote of a majority ofthe directors then in office, although less than a quorum, or by a soleremaining director.  A director electedto fill a vacancy shall be elected for the unexpired term of his or herpredecessor in office, and a director chosen to fill a position resulting froman increase in the number of directors shall hold office until the next annualmeeting of stockholders at which directors of the class to which such positionbelongs are to be elected and until his or her successor is elected andqualified, or until his or her earlier death, resignation or removal.

 

**2.8          Resignation. **Any director may resign by delivering his or herwritten resignation to the Corporation at its principal office or to thePresident or Secretary.  Suchresignation shall be effective upon receipt unless it is specified to beeffective at some other time or upon the happening of some other event.

 

**2.9          Regular Meetings. **Regular meetings of the Board of Directors may be heldwithout notice at such time and place, either within or without the State ofDelaware, as shall be

 

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determined from time to time by the Board of Directors; provided thatany director who is absent when such a determination is made shall be givennotice of the determination.

 

**2.10        Special Meetings. **Special meetings of the Board of Directors maybe held at any time and place, within or without the State of Delaware,designated in a call by the Chairman of the Board (if any), the President, twoor more directors, or by one director in the event that there is only a singledirector in office.

 

**2.11        Notice of Special Meetings. **Notice of any specialmeeting of directors shall be given to each director by the Secretary or by theofficer or one of the directors calling the meeting.  Notice shall be duly given to each director (i) by giving noticeto such director in person or by telephone at least 48 hours in advance of themeeting, (ii) by sending a telegram or delivering written notice by facsimiletransmission or by hand, to his or her last known business or home address atleast 48 hours in advance of the meeting, or (iii) by mailing written notice tohis or her last known business or home address at least 72 hours in advance ofthe meeting.  A notice or waiver ofnotice of a meeting of the Board of Directors need not specify the purposes ofthe meeting.

 

**2.12        Meetings by Telephone Conference Calls. **Directors or any membersof any committee designated by the Board of Directors may participate in ameeting of the Board of Directors or such committee by means of conferencetelephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation by suchmeans shall be deemed to constitute presence in person at such meeting.

 

**2.13        Quorum. **Amajority of the total number of the whole Board of Directors shall constitute aquorum at all meetings of the Board of Directors.  In the event one or more of the directors shall be disqualifiedto vote at any meeting, then the required quorum shall be reduced by one foreach such director so disqualified; provided, however, that in no case shallless than one-third (1/3) of the total number of the whole Board of Directorsconstitute a quorum.  In the absence ofa quorum at any such meeting, a majority of the directors present may adjournthe meeting from time to time without further notice other than announcement atthe meeting, until a quorum shall be present.

 

**2.14        Action at Meeting. **At any meeting of the Board of Directors atwhich a quorum is present, the vote of a majority of those present shall besufficient to take any action, unless a different vote is specified by law, theCertificate of Incorporation or these By-Laws.

 

**2.15        Action by Written Consent. **Any action required orpermitted to be taken at any meeting of the Board of Directors or of anycommittee of the Board of Directors may be taken without a meeting, if allmembers of the Board of Directors or committee, as the case may be, consent tosuch action in writing, and the written consents are filed with the minutes ofproceedings of the Board of Directors or committee.

 

**2.16        Removal. **Unlessotherwise provided in the Certificate of Incorporation, any one or more or allof the directors may be removed without cause only by the holders of at leastseventy-five percent (75%) of the shares then entitled to vote at an electionof directors.  Any one

 

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or more or all of the directors may be removed with cause only by theholders of at least a majority of the shares then entitled to vote at anelection of directors.

 

**2.17        Committees. **The Board of Directors may, by resolution passed by amajority of the whole Board, designate one or more committees, each committeeto consist 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 any absentor disqualified member at any meeting of such committee.  In the absence or disqualification of amember of a committee, the member or members of such committee present at anymeeting and not disqualified from voting, whether or not such member or membersconstitute a quorum, may unanimously appoint another member of the Board ofDirectors to act at such meeting in the place of any such absent ordisqualified member.  Any suchcommittee, to the extent provided in the resolution of the Board of Directorsand subject to the provisions of the General Corporation Law of the State ofDelaware, shall have and may exercise all the powers and authority of the Boardof Directors in the management of the business and affairs of the Corporationand may authorize the seal of the Corporation to be affixed to all papers whichmay require it.  Each such committeeshall keep minutes and make such reports as the Board of Directors may fromtime to time request.  Except as theBoard of Directors may otherwise determine or as provided herein, any committeemay make rules for the conduct of its business, but unless otherwise providedby the directors or in such rules, its business shall be conducted as nearly aspossible in the same manner as is provided in these By-Laws for the Board ofDirectors.  Adequate provisions shall bemade for notice to members of all meeting of committees.  One-third (1/3) of the members of anycommittee shall constitute a quorum unless the committee shall consist of one(1) or two (2) members, in which event one (1) member shall constitute aquorum; and all matters shall be determined by a majority vote of the memberspresent.  Action may be taken by anycommittee without a meeting if all members thereof consent thereto in writing,and the writing or writings are filed with the minutes of the proceedings ofsuch committee.

 

**2.18        Compensation of Directors. **Directors may be paid suchcompensation for their services and such reimbursement for expenses ofattendance at meetings as the Board of Directors may from time to timedetermine.  No such payment shallpreclude any director from serving the Corporation or any of its parent orsubsidiary corporations in any other capacity and receiving compensation forsuch service.

 

**2.19        Amendments to Article. **Notwithstanding any otherprovisions of law, the Certificate of Incorporation or these By-Laws, andnotwithstanding the fact that a lesser percentage may be specified by law, theaffirmative vote of the holders of at least seventy-five percent (75%) of thevotes which all the stockholders would be entitled to cast at any annualelection of directors or class of directors shall be required to amend orrepeal, or to adopt any provision inconsistent with, this Article 2.

 

**ARTICLE3 - Officers**

** **

**3.1          Enumeration. **The officers of the Corporation shall consist of aPresident, a Secretary, a Treasurer and such other officers with such othertitles as the Board of Directors shall determine, including, but not limitedto, a Chairman of the Board, a Vice-Chairman of the

 

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Board, and one or more Vice Presidents, Assistant Treasurers andAssistant Secretaries.  The Board ofDirectors may appoint such other officers as it may deem appropriate.

 

**3.2          Election. **The President, Treasurer and Secretary shall beelected annually by the Board of Directors at its first meeting following theannual meeting of stockholders.  Otherofficers may be appointed by the Board of Directors at such meeting or at anyother meeting.

 

**3.3          Qualification. **No officer need be a stockholder.  Any two or more offices may be held by thesame person.

 

**3.4          Tenure. **Exceptas otherwise provided by law, by the Certificate of Incorporation or by theseBy-Laws, each officer shall hold office until his or her successor is electedand qualified, unless a different term is specified in the vote choosing orappointing such officer, or until his or her earlier death, resignation orremoval.

 

**3.5          Resignation and Removal. **Any officer may resign bydelivering his or her written resignation to the Chairman of the Board (ifany), to the Board of Directors at a meeting thereof, to the Corporation at itsprincipal office or to the President or Secretary.  Such resignation shall be effective upon receipt unless it isspecified to be effective at some other time or upon the happening of someother event.

 

Any officer may be removed at any time, with orwithout cause, by vote of a majority of the entire number of directors then inoffice.

 

Except as the Board of Directors may otherwisedetermine, no officer who resigns or is removed shall have any right to anycompensation as an officer for any period following his or her resignation orremoval, or any right to damages on account of such removal, whether his or hercompensation be by the month or by the year or otherwise, unless suchcompensation is expressly provided in a duly authorized written agreement withthe Corporation.

 

**3.6          Vacancies. **The Board of Directors may fill any vacancy occurringin any office for any reason and may, in its discretion, leave unfilled forsuch period as it may determine any offices other than those of President,Treasurer and Secretary.  Each suchsuccessor shall hold office for the unexpired term of his predecessor and untilhis or her successor is elected and qualified, or until his or her earlierdeath, resignation or removal.

 

**3.7          Chairman of the Board and Vice-Chairman of theBoard. **TheChairman of the Board, if any, shall preside at all meetings of the Board ofDirectors and stockholders at which he or she is present and shall perform suchduties and possess such powers as are designated by the Board ofDirectors.  If the Board of Directorsappoints a Vice-Chairman of the Board, he or she shall, in the absence ordisability of the Chairman of the Board, perform the duties and exercise thepowers of the Chairman of the Board and shall perform such other duties andpossess such other powers as may from time to time be designated by the Boardof Directors.

 

**3.8          President. **The President shall, subject to the direction of theBoard of Directors, have general charge and supervision of the business of theCorporation.  Unless otherwise providedby the Board of Directors, the President shall preside at all meetings of thestockholders, and, if a director, at all meetings of the Board ofDirectors.  Unless the Board of

 

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Directors has designatedanother officer as the Chief Executive Officer, the President shall be theChief Executive Officer of the Corporation. The President shall perform such other duties and shall have such otherpowers as the Board of Directors may from time to time prescribe.  The President shall have the power to enterinto contracts and otherwise bind the Corporation in matters arising in theordinary course of the Corporation’s business.

 

**3.9          Vice Presidents. **AnyVice President shall perform such duties and possess such powers as the Boardof Directors or the President may from time to time prescribe.  In the event of the absence, inability orrefusal to act of the President, the Vice President (or if there shall be morethan one, the Vice Presidents in the order determined by the Board ofDirectors) shall perform the duties of the President and, when so performing,shall have all the powers of and be subject to all the restrictions upon thePresident.  The Board of Directors mayassign to any Vice President the title of Executive Vice President, Senior VicePresident or any other title selected by the Board of Directors.  Unless otherwise determined by the Board ofDirectors, any Vice President shall have the power to enter into contracts andotherwise bind the Corporation in matters arising in the ordinary course of theCorporation’s business.

 

**3.10        Secretary and Assistant Secretaries. **The Secretary shallperform such duties and shall have such powers as the Board of Directors or thePresident may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powersas are incident to the office of secretary, including without limitation theduty and power to give notices of all meetings of stockholders and specialmeetings of the Board of Directors, to attend all meetings of stockholders andthe Board of Directors and keep a record of the proceedings, to maintain astock ledger and prepare lists of stockholders and their addresses as required,to be custodian of corporate records and the corporate seal and to affix andattest to the same on documents.

 

Any Assistant Secretary shall perform such duties andpossess such powers as the Board of Directors, the President or the Secretarymay from time to time prescribe.  In theevent of the absence, inability or refusal to act of the Secretary, theAssistant Secretary (or if there shall be more than one, the AssistantSecretaries in the order determined by the Board of Directors) shall performthe duties and exercise the powers of the Secretary.

 

In the absence of the Secretary or any AssistantSecretary at any meeting of stockholders or directors, the person presiding atthe meeting shall designate a temporary secretary to keep a record of themeeting.

 

**3.11        Treasurer and Assistant Treasurers. **The Treasurer shallperform such duties and shall have such powers as the Board of Directors or thePresident may from time to time prescribe. In addition, the Treasurer shall perform such duties and have suchpowers as are incident to the office of treasurer, including without limitationthe duty and power to keep and be responsible for all funds and securities ofthe Corporation, to deposit funds of the Corporation in depositories selectedin accordance with these By-Laws, to disburse such funds as ordered by theBoard of Directors, to make proper accounts for such fluids, and to render asrequired by the Board of Directors statements of all such transactions and ofthe financial condition of the Corporation.

 

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The Assistant Treasurers shall perform such duties andpossess such powers as the Board of Directors, the President or the Treasurermay from time to time prescribe.  In theevent of the absence, inability or refusal to act of the Treasurer, theAssistant Treasurer (or if there shall be more than one, the AssistantTreasurers in the order determined by the Board of Directors) shall perform theduties and exercise the powers of the Treasurer.

 

**3.12        Salaries. **Officers of the Corporation shall be entitled to suchsalaries, compensation or reimbursement as shall be fixed or allowed from timeto time by the Board of Directors.

 

**3.13        Action with Respect to Securities of OtherCorporations. **Unlessotherwise directed by the Board of Directors, the President or any officer ofthe Corporation authorized by the President shall have power to vote andotherwise act on behalf of the Corporation, in person or by proxy, at anymeeting of stockholders of or with respect to any action of stockholders of anyother corporation in which the Corporation may hold securities and otherwise toexercise any and all rights and powers which this Corporation may possess byreason of its ownership of securities in such other corporation.

 

**ARTICLE4 - Capital Stock**

 

**4.1          Issuance of Stock. **Unless otherwise voted by the stockholders and subjectto the provisions of the Certificate of Incorporation, the whole or any part ofany unissued balance of the authorized capital stock of the Corporation or thewhole or any part of any issued, authorized capital stock of the Corporationheld in its treasury may be issued, sold, transferred or otherwise disposed ofby vote of the Board of Directors in such manner, for such consideration and onsuch terms as the Board of Directors may determine.

 

**4.2          Certificates of Stock. **Every holder of stock ofthe Corporation shall be entitled to have a certificate, in such form as may beprescribed by law and by the Board of Directors, certifying the number andclass of shares owned by such stockholder in the Corporation.  Each such certificate shall be signed by, orin the name of the Corporation by, the Chairman or Vice­-Chairman, if any, ofthe Board of Directors, or the President or a Vice President, and the Treasureror an Assistant Treasurer, or the Secretary or an Assistant Secretary of theCorporation.  Any or all of the signatureson such certificate may be a facsimile.

 

Each certificate for shares of stock which are subjectto any restriction on transfer pursuant to the Certificate of Incorporation,the By-Laws, applicable securities laws or any agreement among any number ofshareholders or among such holders and the Corporation shall have conspicuouslynoted on the face or back of such certificate either the full text of suchrestriction or a statement of the existence of such restriction.

 

**4.3          Transfers. **Except as otherwise established by rules and regulationsadopted by the Board of Directors, and subject to applicable law, shares ofstock may be transferred on the books of the Corporation by the surrender tothe Corporation or its transfer agent of the certificate representing suchshares, properly endorsed or accompanied by a written assignment or power ofattorney properly executed, and with such proof of authority or theauthenticity of signature as the Corporation or its transfer agent mayreasonably require.  Except as may be

 

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otherwise required by law, by the Certificate of Incorporation or bythese By-Laws, the Corporation shall be entitled to treat the record holder ofstock as shown on its books as the owner of such stock for all purposes, includingthe payment of dividends and the right to vote with respect to such stock,regardless of any transfer, pledge or other disposition of such stock, untilthe shares have been transferred on the books of the Corporation in accordancewith the requirements of these By-Laws.

 

**4.4          Lost, Stolen or Destroyed Certificates****. **The Corporation may issue a newcertificate of stock in place of any previously issued certificate alleged tohave been lost, stolen, or destroyed, upon such terms and conditions as the Presidentmay prescribe, including the presentation of reasonable evidence of such loss,theft or destruction and the giving of such indemnity as the President mayrequire for the protection of the Corporation or any transfer agent orregistrar.

 

**4.5          Record Date. **The Board of Directors may fix in advance a date as arecord date for the determination of the stockholders entitled to notice of orto vote at any meeting of stockholders or to express consent (or dissent) tocorporate action in writing without a meeting, or entitled to receive paymentof any dividend or other distribution or allotment of any rights in respect ofany change, conversion or exchange of stock, or for the purpose of any otherlawful action.  Such record date shallnot be more than 60 nor less than 10 days before the date of such meeting, normore than 60 days prior to any other action to which such record date relates.

 

If no record date is fixed, the record date fordetermining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day before the day onwhich notice is given, or, if notice is waived, at the close of business on theday before the day on which the meeting is held.  The record date for determining stockholders entitled to expressconsent to corporate action in writing without a meeting, when no prior actionby the Board of Directors is necessary, shall be the day on which the firstwritten consent is expressed.  Therecord date for determining stockholders for any other purpose shall be at theclose of business on the day on which the Board of Directors adopts theresolution relating to such purpose.

 

A determination of stockholders of record entitled tonotice of or to vote at a meeting of stockholders shall apply to anyadjournment of the meeting; provided, however, that the Board of Directors mayfix a new record date for the adjourned meeting.

 

**ARTICLE5 - General Provisions**

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**5.1          Fiscal Year. **The fiscal year of the Corporation shall be fixed byresolution of the Board of Directors.

 

**5.2          Corporate Seal. **The corporate seal shall be in such form asshall be approved by the Board of Directors.

 

**5.3          Notices. **Exceptas otherwise specifically provided herein or required by law or the Certificateof Incorporation, all notices required to be given to any stockholder,director, officer, employee or agent of the Corporation shall be in writing andmay in every instance be effectively given by hand delivery to the recipientthereof, by depositing such notice in the mails,

 

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postage paid, or by sending such notice by prepaid telegram orfacsimile transmission.  Any such noticeshall be addressed to such stockholder, director, officer, employee or agent athis or her last known address as the same appears on the books of theCorporation.  The time when such noticeis received shall be deemed to be the time of the giving of the notice.

 

**5.4          Waiver of Notice. **Whenever any notice whatsoever is required tobe given by law, by the Certificate of Incorporation or by these By-Laws, awaiver of such notice either in writing signed by the person entitled to suchnotice or such person’s duly authorized attorney, or by telegraph, facsimiletransmission or any other available method, whether before, at or after thetime stated in such waiver, or the appearance of such person or persons at suchmeeting in person or by proxy, shall be deemed equivalent to such notice.

 

**5.5          Evidence of Authority. **A certificate by theSecretary, or an Assistant Secretary, or a temporary Secretary, as to anyaction taken by the stockholders, directors, a committee or any officer orrepresentative of the Corporation shall, as to all persons who rely on thecertificate in good faith, be conclusive evidence of such action.

 

**5.6          Facsimile Signatures. **In addition to theprovisions for use of facsimile signatures elsewhere specifically authorized inthese By-Laws, facsimile signatures of any officer or officers of theCorporation may be used whenever and as authorized by the Board of Directors ora committee thereof.

 

**5.7          Reliance upon Books, Reports and Records. **Each director, each memberof any committee designated by the Board of Directors, and each officer of theCorporation shall, in the performance of his or her duties, be fully protectedin relying in good faith upon the books of account or other records of theCorporation and upon such information, opinions, reports or statementspresented to the Corporation by any of its officers or employees or committees ofthe Board of Directors so designated, or by any other person as to matterswhich such director or committee member reasonably believes are within suchother person’s professional or expert competence and who has been selected withreasonable care by or on behalf of the Corporation.

 

**5.8          Time Periods. **In applying any provision of these By-Laws thatrequires that an act be done or not be done a specified number of days prior toan event or that an act be done during a period of a specified number of daysprior to an event, calendar days shall be used, the day of the doing of the actshall be excluded, and the day of the event shall be included.

 

**5.9          Certificate of Incorporation. **All references in theseBy-Laws to the Certificate of Incorporation shall be deemed to refer to theCertificate of Incorporation of the Corporation, as amended and in effect fromtime to time.

 

**5.10        Transactions with Interested Parties. **No contract or transactionbetween the Corporation and one or more of the directors or officers, orbetween the Corporation and any other corporation, partnership, association, orother organization in which one or more of the directors or officers aredirectors or officers, or have a financial interest, shall be void or violablesolely for this reason, or solely because such director or officer is presentat or participates in the meeting of the Board of Directors or a committee ofthe Board of Directors which authorizes the contract or transaction or solelybecause his, her or their votes are counted for such purpose, if:

 

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(1)           The material facts as to his or herrelationship or interest and as to the contract or transaction are disclosed orare known to the Board of Directors or the committee, and the Board orcommittee in good faith authorizes the contract or transaction by theaffirmative vote of a majority of the disinterested directors, even though thedisinterested directors be less than a quorum;

 

(2)           The material facts as to his or herrelationship or interest and as to the contract or transaction are disclosed orare known to the stockholders entitled to vote thereon, and the contract ortransaction is specifically approved in good faith by vote of the stockholders;or

 

(3)           The contract or transaction is fairas to the Corporation as of the time it is authorized, approved or ratified, bythe Board of Directors, a committee of the Board of Directors, or thestockholders.

 

Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the Board of Directors orof a committee which authorizes the contract or transaction.

 

**5.11        Severability. **Any determination that any provision of these By-Lawsis for any reason inapplicable, illegal or ineffective shall not affect orinvalidate any other provision of these By-Laws.

 

**5.12        Pronouns. **Allpronouns used in these By-Laws shall be deemed to refer to the masculine,feminine or neuter, singular or plural, as the identity of the persons orpersons so designated may require.

 

**5.13        Electronic Consent. **Any action which, under the Certificate ofIncorporation, the Delaware General Corporation Law, or these Bylaws, requiresor permits a director or stockholder to consent to an action “in writing” maybe satisfied by an electronic mail or other electronic transmission of suchconsent, to the extent permissible under the Delaware General Corporation Law.

 

**ARTICLE6 - Amendments**

 

**6.1          By the Board of Directors. **Except as is otherwise setforth in these By-Laws, these By-Laws may be altered, amended or repealed, ornew by-laws may be adopted, by the affirmative vote of a majority of thedirectors present at any regular or special meeting of the Board of Directorsat which a quorum is present.

 

**6.2          By the Stockholders. **Except as otherwise setforth in these By-Laws or in the Certificate of Incorporation, as amended fromtime to time, these By-Laws may be altered, amended or repealed or new by-lawsmay be adopted by the affirmative vote of the holders of seventy-five percent(75%) of the shares of the capital stock of the Corporation issued andoutstanding and entitled to vote at any regular meeting of stockholders, or atany special meeting of stockholders, provided notice of such alteration,amendment, repeal or adoption of new by­laws shall have been stated in thenotice of such special meeting.

 

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