**EXHIBIT 3.2**

As last amended 

August 31, 2007 

**AMENDED AND RESTATED BYLAWS**

**OF**

**NOBLE INTERNATIONAL, LTD.**

**A DelawareCorporation**

**ARTICLE I**

**OFFICE**

1.1    Registered Office. The registered office of Noble International, Ltd., a Delawarecorporation (hereinafter called the “Corporation”), in the State of Delaware shall be at 1013 Centre Road, City of Wilmington, County of New Castle, and the name of the registered agent in charge thereof shall be Corporation ServiceCompany. 

1.2    Principal Office. The principle office for the transaction of the business of the Corporationshall be 28213 Van Dyke Avenue, Warren, Michigan 48093. The Board of Directors (hereinafter called the “Board”) is hereby granted full power and authority to change the principal office from one location to another. 

1.3    Other Offices. The Corporation may also have an office or offices at such other place or places, either within orwithout the State of Delaware, as the Board may from time to time determine or as the business of the Corporation may require. 

**ARTICLEII**

**MEETINGS OF STOCKHOLDERS**

2.1    Annual Meetings. Annual meetings for the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other business as may properly come before such meetings inaccordance with Section 2.11 of these Bylaws may be held at such time, date and place as the Board shall determine by resolution. 

2.2    Special Meetings. A special meeting of the stockholders for the transaction of any proper business may be called at any time only by the Board. 

2.3    Place of Meetings. All meetings of the stockholders shall be held at such places within or without the State ofDelaware, as may from time to time be designated by the person or persons calling the respective meeting and specified in the respective notices or waivers of notice thereof. 

2.4    Notice of Meetings. 

(a)    Except as otherwise required by law, written notice of each meeting of the stockholders, whether annual orspecial, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting. If mailed, notice is given when deposited in the United Statesmail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Everynotice of a meeting of the stockholders shall state the place, date and hour of the meeting, and in the case of a special meeting, shall also state the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shallnot be required to be given to any stockholder who shall have waived such notice and such notice shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except as a stockholder who shall attend such meeting forthe express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjourned meeting of thestockholders need not be given it the time and place thereof are announced at the meeting at which the adjournment is taken. 

(b)    Whenever notice is required to be given to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting tosuch person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed tosuch person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to suchperson shall have the same force and effect as if such notice had been duly given. If any person shall deliver to the Corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall bereinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any of the other sections, the certificate need not state that notice was not given to persons to whom notice was not requiredto given pursuant to this section. 

2.5    Quorum. Except as provided by law, the holders of record of amajority in voting interest of the shares of stock of the Corporation entitled to be voted thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or anyadjournment thereof. The stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, ifany action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum, and by any greater number of shares otherwise required to take such action by applicable law or the Certificate ofIncorporation. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or any officer entitled to preside at, or to act assecretary of, such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called. 

2.6    Voting. 

Each stockholder shall, at each meeting of the stockholders, be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation having voting rights on the matter in question andwhich shall have been held by him and registered in his name on the books of the Corporation: 

 

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(i)    on the date fixed pursuant to Section 2.10 of theseBylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting, or 

(ii)    if no such record date shall have been so fixed, then (A) at the close of business on the day next preceding the day on which notice of the meeting shall be given or (B) if notice of the meeting shallbe waived, at the close of business on the day next preceding the day on which the meeting shall be held. 

(b)    Voting shall in all cases be subject to the provisions of the Delaware General Corporation Law and the following provisions: 

(i)    Subject to Section 2.6(b)(vii), shares held by an administrator, executor, guardian, conservator,custodian or other fiduciary may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder’s name; and shares standing in the name of a trustee may be voted by the trustee, either in person or byproxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee’s name. 

(ii)    Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver maybe voted by such receiver without the transfer thereof intothe receiver’s name if authority to do so is contained in the order of the court by which such receiver was appointed. 

(iii)    Subject to the provisions of the Delaware General Corporation Law, and except where otherwise agreed in writing between the parties, a stockholder whose shares are pledged shall be entitled to vote such sharesuntil the shares have been transferred into the name of the pledge, and thereafter the pledge shall be entitled to vote the shares so transferred. 

(iv)    Shares standing in the name of a minor may be voted and the Corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not theCorporation has notice, actual or constructive, of the non-age, unless a guardian of the minor’s property has been appointed and written notice of such appointment given to the Corporation. 

(v)    Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent orproxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the bylaws of such other corporation may determine or, in the absence of such determination, by the chairman of the board, president or anyvice president of such other corporation, or by any other person authorized to do so by the board, president, or any vice president of such other corporation. Shares which are purported to be executed in the name of a corporation (whether or not anytitle of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of the subdivision, unless the contrary is shown. 

 

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(vi)    Shares of its own stock belong to the Corporation or toanother corporation, if a majority of the shares entitled to vote in the election of directors in such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

(vii)    Shares held by the Corporation in a fiduciary capacity, and shares of the Corporation held ina fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settler or beneficial owner possesses and exercises a right to vote or to give the Corporation binding instruction as to how to votesuch shares. 

(viii)    If shares stand of record in the names of two or more persons, whetherfiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as a community property, tenants by the entirety, voting trustees, persons entitled to vote under a stockholder voting agreement or otherwise, or if two ormore persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the Secretary of the Corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointingthem or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: 

A. If only one votes, such act binds all; 

B. If more than one vote, the act of the majority so voting binds all.

C. If more than one vote, but the vote is evenly split on any particular matter, each fraction may vote the securities inquestion proportionately. If the instrument so filed or the registration of the shares shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this section shall be a majority or even split in interest.

(c)    Any such voting rights may be exercised by the stockholder entitled thereto in person or by hisproxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting. A validly executed proxy which does not state that it is irrevocable shall continue infull force and effect unless revoked by the person executing it, prior to the vote pursuant thereto, by a writing delivered to the Corporation stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting andvoting in person by the person executing the proxy; provided, however, that no such proxy shall be valid after the expiration of three (3) years from the date of such proxy, unless otherwise provided in the proxy. The revocability of the proxythat states on its face that it is irrevocable shall be governed by the provision of the Delaware General Corporation Law. 

(d)    At any meeting of the stockholders all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of thestockholders present in person or by proxy and entitled to vote thereat and thereon, a quorum being present. 

 

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(e)    The vote at any meeting of the stockholders on any questionneed not be by written ballot, unless so directed by the chairman of the meeting; provided, however, that any election of directors at any meeting must be conducted by written ballot upon demand made by any stockholder or stockholders present at themeeting before the voting begins. On a vote by ballot each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and it shall state the numbers of shares voted. 

2.7    No Action Without a Meeting. No action which is required to be taken or which may be taken at any annual or specialmeeting of stockholders may be taken without a meeting. 

2.8    List of Stockholders. The Secretary of theCorporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholderand the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, whichplace shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present. 

2.9    Inspectors. If at any meeting of the stockholders a vote bywritten ballot shall be taken on any question, the chairman of such meeting may appoint an inspector or inspectors to act with respect to such vote. Each inspector so appointed shall first subscribe an oath faithfully to execute the duties of aninspector at such meeting with strict impartiality and according to the best of his ability. Such inspectors shall: (i) decide upon the qualification of the voters; (ii) report the number of shares represented at the meeting and entitledto vote on such question; (iii) conduct the voting and accept the votes; and (iv) when the voting is completed, ascertain and report the number of shares votes respectively for and against the question. Reports of inspectors shall be inwriting and subscribed and delivered by them to the Secretary of the Corporation. The inspectors need not be stockholders of the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against aproposal in which he shall have a material interest. 

2.10    Fixing Date for Determination of Stockholders ofRecord. 

(a)    In order that the Corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more thansixty (60) nor less than ten (10) days before the date of such meeting. 

 

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(b)    In order that the Corporation may determine the stockholdersentitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not bemore than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate actionin writing without a meeting, when no prior action by the Board is required, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registeredoffice in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registeredoffice shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required, the record date for determining stockholders entitled to consent tocorporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action. 

(c)    In order that the Corporation may determine the stockholders entitled to receive payment of any dividend orother distribution or allotment of any rights or the stockholders 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 may fix a record date, which recorddate shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date for determiningstockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. 

(d)    If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on theday next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 

2.11    Stockholder Proposals. 

(a)    (i)    At any meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a meeting, business mustbe (1) specified in the notice of meeting (or any supplement thereto) given by or at the discretion of the Board of Directors (or any duly authorized committee thereof), (2) brought before the meeting by or at the direction of the Board ofDirectors (or duly authorized committee thereof) or (3) otherwise properly brought before the meeting by a stockholder who was a stockholder of record of the Corporation at the time the notice provided for in this paragraph (a) isdelivered to the secretary of the Corporation and who is entitled to vote at the meeting. For business to be properly brought before any meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary ofthe Corporation. 

 

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(ii)     To betimely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation. In the case of any annual meeting of stockholders, such notice must be delivered not later than the close ofbusiness on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty(30) days before or after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which (a) publicannouncement of the date of such meeting is first made by the Corporation or (b) notice of the annual meeting was mailed to such stockholder, whichever is earlier). In the case of any special meeting of stockholders, such notice must bedelivered not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth(120th) day prior to the date of the special meeting (provided, that if less than one hundred (100) days’ notice or other publicannouncement of the date of the meeting is given or made to the stockholders, notice by the stockholder to be timely received must be received no later than the tenth (10th) day following the day on which (a) public announcement of the date of such meeting is first made by the Corporation or (b) notice of the annual meeting was mailed to such stockholder, whichever isearlier). In no event shall notice or the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. 

(iii)    A stockholder’s notice to the secretary shallset forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in anelection contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) such person’s written consent tobeing named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought beforethe meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business (including the text of any resolutions proposed for consideration and, in the event that suchbusiness includes a proposal to amend the Bylaws, the language of the proposed amendment), and the reasons for conducting such business at the meeting; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whosebehalf the nomination or proposal is made (i) the name and address, as they appear on the Corporation’s books, of the stockholder of record proposing such business and the name and address of the beneficial owner, if any, on whose behalfthe nomination or proposal is made, (ii) the class and number of shares of the Corporation which are owned by the record stockholder and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (iii) any materialinterest of the stockholder, or the beneficial owner, if any, on whose behalf the nomination or proposal is made, in such business, (iv) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote atsuch meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (v) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends(x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicitproxies from stockholders in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied in the case of any annual meeting by a stockholder if the stockholder has notified the Corporation of his or herintention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared bythe Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a directorof the Corporation. 

 

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(iv)    Notwithstanding anything in these Bylaws to the contrary,persons are not eligible for election as directors and no other business shall be conducted at any meeting of stockholders except in accordance with the procedures set forth in this section. The Chairman of the Board or the presiding officer of anymeeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this section; if he or she should so determine, he or she shall so declare tothe meeting any such business not properly brought before the meeting shall not be transacted. 

(b)    For purposes of this section, “public announcement” shall mean disclosure in a press release reported by PRNewswire, Associated Press or a comparable national news service or in a document publicly filedby the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act. 

(c)    Notwithstanding the foregoing provisions of this Section 2.11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to thematters set forth in this Section 2.11. 

2.12    Conduct of Meetings; Organization. The Board of Directorsmay adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. The Chairman of the Board shall preside at all meetings of the stockholders. If the Chairman of the Board is not presentat a meeting of the stockholders, the Chief Executive Officer shall preside at such meeting, and, if the Chief Executive Officer is not present at such meeting, a majority of the directors present at such meeting shall elect one of their members toso preside. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, toprescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors orprescribed by the presiding officer of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting andthe safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the person presiding over themeeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding officer at any meetingof stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before themeeting and, if such presiding officer should so determine, such person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extentdetermined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary or, in his or her absence, one of theassistant secretaries shall act as secretary of the meeting. In case none of the officers above designated to act as the secretary of the meeting shall be present, a secretary of the meeting shall be designated by the Board of Directors or, in casethe Board of Directors has not so acted, designated by the person presiding over the meeting. 

 

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**ARTICLE III**

**BOARD OF DIRECTORS**

3.1    General Powers. The property, business andaffairs of the Corporation shall be managed by or under the direction of the Board. 

3.2    Number and Term ofOffice. The authorized number of directors shall be no less than seven (7) and no more than twelve (12). The exact number of authorized directors shall be set by resolution of the Board of Directors, within the limits specified above.Directors need not be stockholders. Each director shall hold office until the next annual meeting and until a successor has been elected and qualified, or he resigns, or his is removed in a manner consistent with these Bylaws. 

3.3    Election of Directors. The directors shall be elected annually by the stockholders of the Corporation and the personsreceiving the greatest number of votes in accordance with the system of voting established by these Bylaws shall be the directors. 

3.4    Resignation and Removal of Directors. Any director of the Corporation may resign at any time by giving written notice to the Corporation. Any such resignation shall take effect at the time specifiedtherein, or, if the time be not specified, it shall take effect immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any or all of the directors may beremoved with or without cause if such removal is approved by the affirmative vote of a majority of the outstanding shares entitled to vote at an election of directors. No reduction of the authorized number of directors shall have the effect ofremoving any director before his term of office expires. 

3.5    Vacancies. Except as otherwise provided in theCertificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors or any other cause, may be filled by a majority of the remaining directors, though less than aquorum. Each director so chosen to fill a vacancy shall hold office until his successor shall have been elected and qualified or until he shall resign or shall have been removed in the manner hereinafter provided. 

The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election bywritten consent shall require the consent of a majority of the outstanding shares entitled to vote. 

3.6    Place ofMeeting, Etc. The Board may hold any of its meetings at such place or places within or without the State of Delaware as the Board my from time to time by resolution designate or as shall be designated by the person or persons calling the meetingor in the notice or a waiver of notice of any such meeting. Directors may participate in any regular or special meeting of the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating inthe meeting of the Board can hear each other, and such participation shall constitute presence in person at such meeting. 

 

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3.7    First Meeting. The Board shall meet as soon as practicable after eachannual election of directors and notice of such first meeting shall not be required. 

3.8    Regular Meetings.Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meetingshall be held at the same hour and place on the next succeeding business day not a legal holiday. Except as may be required by law or specified herein, notice of regular meetings need not be given. 

3.9    Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Board, the ChiefExecutive Officer, the Secretary or any two or more directors. Except as otherwise provided by law or by these Bylaws, notice of the time and place of each such special meeting shall be mailed to each director, addressed to him at his residence orusual place of business, at least five (5) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph or cable or be delivered personally not less than forty-eight (48) hours before the timeat which the meeting is to be held. Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given. 

Notice of any meeting of the Board shall not be required to be given to any director who is present at such meeting, except a director who shall attend such meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 

3.10    Quorum and Manner of Acting. Except as otherwise provided in these Bylaws, in the Certificate of Incorporation or by law, the presence of a majority of the authorized number of directors shall be requiredto constitute a quorum for the transaction of business, at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present. A meeting at which aquorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided any action taken is approved by at least a majority of the required quorum for such meeting. In the absence of a quorum, a majorityof directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of an adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no poweras such. 

3.11    Action by Consent. Any action required or permitted to be taken at any meeting of the Board orof any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board orcommittee. 

 

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3.12    Chairman of the Board and Vice Chairman of the Board. The Board ofDirectors shall elect, from among the directors, by the affirmative vote of a majority of the total number of directors then in office, a Chairman of the Board of Directors and a Vice Chairman of the Board of Directors. In the discretion of theBoard of Directors, the Chairman of the Board of Directors shall be appointed as an officer of the Corporation. The Chairman of the Board of Directors shall preside at all meetings of the stockholders, in accordance with Article II, and of the Boardof Directors, and shall have such other powers and perform such other duties as may be prescribed for him or her by the Board of Directors or provided in these Bylaws. If the Chairman of the Board of Directors is not present at a meeting of theBoard of Directors, or if there is a vacancy in the position of Chairman of the Board of Directors, then the Vice Chairman of the Board of Directors shall preside at such meeting, and, if the Vice Chairman of the Board of Directors is not present atsuch meeting, then a majority of the directors present at such meeting shall elect one of their members to so preside. The Board of Directors shall seek to fill any vacancy in the position of Chairman of the Board of Directors as expeditiously aspossible. 

3.13    Compensation. The directors shall receive only such compensation for their services asdirectors as may be allowed by resolution by the Board. The Board may also provide that the Corporation shall reimburse each such director for any expense incurred by him on account of his attendance at any meetings of the Board or Committees of theBoard. Neither the payment of such compensation nor the reimbursement of such expenses shall be construed to preclude any director from serving the Corporation or its subsidiaries in any other capacity and receiving compensation therefor.

3.14    Committees of Directors. 

(a)    The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, eachcommittee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board and except as otherwise limited by law, shall have and may exercise all the powers and authority ofthe Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have the power or authorityto act on behalf of the Board with regard to: 

(i)    the approval of any action which, under theDelaware General Corporation Law, also requires stockholders’ approval or approval of the outstanding shares; 

(ii)    the filling of vacancies on the Board of Directors or on any committees; 

(iii)    the fixing of compensation of the directors serving on the Board or on any committee; 

(iv)    the amendment or repeal of Bylaws or the adoption of new Bylaws; 

(v)    the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable; 

(vi)    a distribution to the stockholders of the Corporation, except, at a rate or in a periodic amount or within aprice range determined by the Board of Directors; or 

 

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(vii)    the appointment of any other committees of the Board ofDirectors or the members thereof. 

(b)    Meetings and action of committees shall be governed by, andheld and taken in accordance with, the provisions of these Bylaws dealing with the place of meetings, regular meetings, special meetings and notice, quorum, waiver of notice, adjournment, notice of adjournment and action without meeting, with suchchanges in the context of these Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time or regular meetings of committees may be determined by resolutions of the Board ofDirectors. Notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors or a committee may adopt rules for the government of suchcommittee not inconsistent with the provision of these Bylaws. 

Any such committee shall keep written minutes of its meetings and reportthe same to the Board at the next regular meeting of the Board. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or theyconstitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. 

3.15    Other Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more non-employeedirectors and one or more other disinterested persons, who need not be directors, for the purpose of providing advice to the Board regarding any matter including but not limited to the compensation of officers and other key employees. For thepurposes of this Section, a “disinterested person” means any person having no significant interest in the actions of the committee, as determined by the Board. Any such committee, to the extent provided in the resolution of the Board andexcepts as otherwise limited by law, shall assist the Board in exercising its powers and authority in the management of the business and affairs of the Corporation, but shall not itself exercise such powers and authority. Any such committee shallkeep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board. In the absence or disqualification of a member of any such committee, the member or members thereof present at any meeting and notdisqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint any disinterested person to act at the meeting in the place of any such absent or disqualified member. The compensation and reimbursement of expenses ofthe members of any such committee shall be determined by resolution passed by a majority of the whole Board. Neither the payment of such compensation nor the reimbursement of such expenses shall be construed to preclude any such member from servingthe Corporation or its subsidiaries in any other capacity and receiving compensation thereof. 

 

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3.16    Certain Transactions. In the absence of fraud, no contract or othertransaction between the Corporation and any other corporation, and not act of the Corporation shall in any way be affected or invalidated by the fact that any of the directors of the Corporation are financially or otherwise interested in, or aredirectors or officers of, such other corporations; and, in the absence of fraud, any director, individually, or any firm of which any director may be a member, may be a party to, or may be financially or otherwise interested in, any contract ortransaction of the Corporation; provided, in any case, that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of committee. Any director of the Corporation who is also a director orofficer of any such other corporation or who is so interested may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the Corporation that shall authorize any such contract, act or transaction, and mayvote thereat to authorize any such contract, act or transaction, with full force and effect as if he were not such director or officer of such other corporation or not so interested. 

3.17    Waiver of Notice and Presumption of Assent. Any member of the Board of Directors or any committee thereof who ispresent at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting isnot lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall befiled with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shallnot apply to any member who voted in favor of such action. 

3.18    Chief Executive Officer. The Chief ExecutiveOfficer of the Corporation shall be nominated to serve as a director of the Corporation. 

**ARTICLE IV**

**OFFICERS**

4.1    Corporate Officers. 

(a)    The officers of the Corporationshall be a Chairman of the Board of Directors, a Chief Executive Officer, a President, one or more Vice Presidents (the number thereof and their respective titles to be determined by the Board) and, to the extent that the duties are not assumed bythe President, a Secretary, a Chief Financial Officer (Treasurer), a Chief Operating Officer and such other officers as may be appointed at the discretion of the Board in accordance with the provisions of Section 4.1(b). 

(b)    In addition to the officers specified in Section 4.1(a), the Board may appoint such other officers as theBoard may deem necessary or advisable, including one or more Assistant Secretaries and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority and performance such duties as the Board may from time totime determine. The Board may delegate to any officer of the Corporation or any committee of the Board the power to appoint, remove and prescribe the duties of any officer provided for in this Section 4.1(b). 

(c)    Any number of offices may be held by the same person. 

 

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4.2    Election, Term of Office and Qualification. The officers of theCorporation, except such officers as may be appointed in accordance with Sections 4.1(b) or 4.5, shall be appointed annually by the Board at the first meeting thereof held after the election of the Board. Each officer shall hold office until suchofficer shall resign or shall be removed by the Board (either with or without cause) or otherwise disqualified to serve, or the officer’s successor shall be appointed and qualified. 

4.3    Removal. Any officer of the Corporation may be removed, with or without cause, at any time at any regular or specialmeeting of the Board by a majority of the directors of the Board at the time in office or, except in the case of an officer appointed by the Board, by any officer of the Corporation or committee of the Board upon whom or which such power of removalmay be conferred by the Board. 

4.4    Resignations. Any officer may resign at any time by giving written noticeof his resignation to the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time is not specified, upon receipt thereof by the Board, President or Secretary, asthe case may be; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 

4.5    Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or other cause may be filled for the unexpired portion of the term thereof in the manner prescribed in theseBylaws for regular appointments or elections to such office. 

4.6    Chief Executive Officer. The ChiefExecutive Officer of the Corporation shall be the chief executive officer of the Corporation, unless otherwise determined by the Board, and shall have, subject to the control of the Board, general and active supervision and management over thebusiness of the Corporation and over its several subordinate officers, assistants, agents and employees. 

4.7    President. The President shall have, subject to the control of the Board and/or the Chief Executive Officer, general and active supervision and management over the business of the Corporation and over itsseveral subordinate officers, assistants, agents and employees. The President shall have such other powers and duties as may from time to time be assigned to him by the Chief Executive Officer, the Board or as prescribed by the Bylaws. At therequest of the Chief Executive Officer, or in the case of the absence or inability to act of the Chief Executive Officer upon the request of the Board, the President shall perform the duties of the Chief Executive Officer and when so acting, shallhave all the powers of, and be subject to all the restrictions upon, the Chief Executive officer. 

4.8    VicePresidents. Each Vice President shall have such power and perform such duties as the Board may from time to time prescribe. At the request of the President, or in the case of the President’s absence or inability to act upon the request ofthe Board, a Vice President shall perform the duties of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. 

 

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4.9    Chief Operating Officer. The Chief Operating Officer shall have,subject to the control of the Chief Executive Officer, President and the Board, general and active supervision and management over the operations of the Corporation, the subsidiaries, and over its several subordinate officers, assistants, agents andemployees. The Chief Operating Officer shall have such other powers and duties as may from time to time may be assigned to him by the Chief Executive Officer, President and Board or as prescribed by the Bylaws. 

4.10    Chief Financial Officer (Treasurer). The Chief Financial Officer (Treasurer) shall supervise, have custody of, and beresponsible for all funds and securities of the Corporation. The Chief Financial Officer (Treasurer) shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Boardof in accordance with authority delegated by the Board. The Chief Financial Officer (Treasurer) shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever. The Chief Financial Officer (Treasurer) shallexercise general supervision over expenditures and disbursements made by officers, agents and employees of the Corporation and the preparation of such records and reports in connection therewith as may be necessary or desirable. The Chief FinancialOfficer (Treasurer) shall, in general, perform all other duties incident to the office of Chief Financial Officer (Treasurer) and such other duties ad from time to time may be assigned to the Chief Financial Officer (Treasurer) by the Board.

4.11    Secretary. The Secretary shall have the duty to record the proceedings of all meetings of the Board, ofthe stockholders, and all committees of which a secretary shall not have been appointed in one or more books provided for that purpose. The Secretary shall see that all notices are duly given in accordance with these Bylaws and as required by law;shall be custodian of the seal of the Corporation and shall affix and attest the seal to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all the duties incident to the office of Secretaryand such other duties as may from time to time be assigned to him by the Board. 

4.12    Chairman of the Board ofDirectors. In addition to the duties set forth in Section 3.12, the Chairman of the Board of Directors of the Corporation shall have such power and perform such duties as the Board may from time to time prescribe. 

4.13    Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board. Noneof such officers shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiarycorporation, in any other capacity and receiving proper compensation therefor. 

**ARTICLE V**

**CONTRACTS, CHECKS, DRAFTS,**

**BANKACCOUNTS, ETC.**

5.1    Execution of Contracts. The Board, except as in these Bylaws otherwise provided, mayauthorize any officer of officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorizedby the Board of by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any account. 

 

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5.2    Checks, Drafts, Etc. All checks, drafts or other orders for payment ofmoney, notes of other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Eachsuch person shall give such bond, if any, as the Board may require. 

5.3    Deposits. All funds of theCorporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant orassistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the Chief ExecutiveOfficer, President, any Vice President or the Chief Financial Officer, (or any other officer or officers), assistant and assistants, agent or agents or attorney or attorneys of the Corporation who shall from time to time be determined by the Board),may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation. 

5.4    General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Boardmay select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The Board may make such special rules andregulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient. 

**ARTICLEVI**

**SHARES AND THEIR TRANSFER**

6.1    Certificates for Stock. 

(a)    Theshares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertified shares. Any such resolution shall notapply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder ofuncertificated shares shall be entitled to have a certificate, in such form as the Board shall prescribe, signed by, or in the name of, the Corporation by the Chief Executive Officer, or the President or Vice President, and by the Chief FinancialOfficer (Treasurer) or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Any of or all of the signatures on the certificates may be a facsimile. Incase any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any such certificates, shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, suchcertificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall have been placed thereupon, were such officer, transfer agent or registrar at thedate of issue. 

 

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(b)    A record shall be kept of the respective names of the persons,firms or corporations owning the stock represented by such certificates, the number and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates ofcancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be canceled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall havebeen so canceled, except in cases provided for in Section 6.4. 

6.2    Transfers of Stock. Transfers ofshares of stock of the Corporation shall be made only on the books of the Corporation of the registered holder thereof, or by such holders’ attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with atransfer clerk or a transfer agent appointed as provided in Section 6.3, and upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stockstand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be so expressed in theentry of transfer it, when the certificate or certificates shall be represented to the Corporation for transfer, both the transferor and the transferee the Corporation to do so. 

6.3    Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with theseBylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any officer of officers to appoint, one or more transfer clerk or one or more transfer agents and one ormore registrars, and may require all certificates for stock to bear the signature or signatures of any of them. 

6.4    Lost, Stolen, Destroyed and Mutilated Certificates. In any case of loss, theft, destruction or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, theft,destruction or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the Board may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment ofthe Board, it is proper to do so. 

6.5    Payment for Shares. Certificates for shares may be issued prior tofull payment under such restrictions and for such purposes as the Board may provide, however, that on any certificate issued to represent any partly paid shares, the total amount of the consideration to be paid therefore and the amount paid thereonshall be stated. 

 

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**ARTICLE VII**

**INDEMNIFICATION**

7.1    Right to Indemnification. Each person who was oris made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason ofthe fact that he or she is or was a director or officer of the Corporation or any wholly-owned subsidiary of the Corporation or, while a director or officer of the Corporation or a wholly owned subsidiary of the Corporation, is or was serving at therequest of the Corporation or a wholly owned subsidiary of the Corporation as a director, officer employee, partner, member, manager, trustee, fiduciary or agent of another corporation or of a partnership, joint venture, limited liability company,trust or other entity or enterprise, including service with respect to an employee benefit plan (an “indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware GeneralCorporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss (including without limitation attorneys fees, court costs, judgments, fines, excise taxes or penalties and amounts paid in settlement)reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be an officer, director, employee, partner, member, manager, trustee, fiduciary or agent andshall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in Section 7.2 with respect to proceedings to enforce rights to indemnification or advance of expenses, theCorporation shall not indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee except to the extent such proceeding (or part thereof) was authorized by the Board of Directors. The right toindemnification conferred in this Section 7.1 shall be a contract right and shall include the obligation of the Corporation to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an “advance ofexpenses”); provided, however, that an advance of expenses incurred by an indemnitee in his or her capacity as a director or officer shall be made only upon delivery to the Corporation of any undertaking (an “undertaking”), by or onbehalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such indemnitee is not entitled to beindemnified for such expenses under this Section 7.1 or otherwise. For purposes of this Article VII, a wholly owned subsidiary of the Corporation shall be deemed to include any subsidiary for which nominal equity interests have been issued to aperson other than the Corporation or any of its subsidiaries pursuant to the laws of such subsidiary’s jurisdiction of incorporation or organization. 

7.2    Procedure for Indemnification. Any indemnification or advance of expenses under Section 7.1 shall be made promptly, and in any event within thirty (30) days (or, in the caseof an advance of expenses, twenty (20) days, upon the written request of the person so requesting. If the Corporation denies a written request for indemnification or advance of expense pursuant to Section 7.3 (or otherwise), in whole or inpart, or if payment in full pursuant to such request is not made within thirty (30) days (or, in the case of an advance of expenses, twenty (20) days), the right to indemnification or advances as granted by this Article VII shall beenforceable by the indemnitee in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advance of expenses, in whole or in part, in anysuch action shall also be indemnified by the Corporation. 

 

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Notwithstanding the foregoing, and without limitation of the right of any person requesting an advance ofexpenses to seek enforcement thereof, no advance shall be made by the Corporation if a determination is reasonably and promptly made by the Board by a majority vote of a quorum of disinterested directors, or (if such a quorum is not obtainable or,even if obtainable, a quorum of disinterested directors so directs) by independent legal counsel in a written opinion, or by the stockholders, that, based upon the facts known to the Board or counsel at the time such determination is made,(a) the director, officer, employee or agent acted in bad faith or deliberately breached his duty to the Corporation or its stockholders, and (b) as a result of such actions by the director, officer, employee or agent, it is more likelythan not that it will ultimately be determined that such director, officer, employee or agent it not entitled to indemnification. 

7.3    Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, as a director, officer, employee or agent ofanother corporation, partnership, limited liability company, joint venture, trust or other enterprise or as a member of any committee or similar body against any liability asserted against him and incurred by him in any such capacity, or arising outof his status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article or applicable law. 

7.4    Amendment or Repeal****. Any repeal or modification of the foregoing provisions of this Article VII shall notadversely affect any right or protection hereunder of any director or officer in respect of any act, omission or condition existing or event or circumstance occurring prior to the time of such repeal or modification. 

7.5    Non-Exclusivity of Rights. The rights to indemnification and to the advance of expenses conferred in this Article VIIand in the Certificate of Incorporation of the Corporation shall not be exclusive of any other right which any person may have or hereafter acquire or under any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

7.6    Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to anyperson who was or is serving at its request as a director, officer, employee or agent of any other entity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other entity. 

7.7    Other Indemnification and Advancement of Expenses. This Article VII shall not limit the right of the Corporation, tothe extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than directors or officers (including employees or agents) with the same or lesser scope and effect as provided herein when and asauthorized by appropriate corporate action. 

7.8    Severability. If any provision of this Article VII shall befound to be invalid or limited in application by reason of applicable law or regulation, it shall not affect the validity of the remaining provisions hereof. 

**ARTICLE VIII**

**MISCELLANEOUS**

8.1    Seal. The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of theCorporation and words and figures showing that the Corporation was incorporated in the State of Delaware and the year of incorporation. 

 

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8.2    Waiver of Notices. Whenever notice is required to be given by theseBylaws or the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice. Attendance of a personat a meeting (whether in person or by proxy in the case of a meeting of stockholders) shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction or any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors or members of a committeeof directors need to be specified in any written notice. 

8.3    Amendments. In furtherance and not inlimitation of the powers conferred by statute (including the right of the stockholders of the Corporation to make, alter, amend, change, add to or repeal these Bylaws), the Board of Directors of the Corporation is expressly authorized to make,alter, amend, change, add to or repeal these Bylaws by the affirmative vote of a majority of the total number of directors then in office, subject to further action by the stockholders, if necessary. 

8.4    Representation of Other Corporations. The Chief Executive Officer, President, any Vice President or the Secretary ofthis Corporation is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority hereingranted to said officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other corporation or corporations may be exercised either by such officers in person or by any person authorized to do soby proxy or power of attorney duly executed by said officers. 

8.5    Stock Purchase Plans. The Corporation mayadopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and sale for such consideration as may be fixed of its unissued shares, or of issues shares acquired or to be acquired, to one of moreof the employees or directors of the Corporation or a subsidiary or to a trustee on their behalf and for the payment for such shares in installments or at one time, and may provide for aiding any such persons in paying for such shares bycompensation for services rendered, promissory notes, or otherwise. 

Any stock purchase plan or agreement or stock option plan or agreementmay include, among other features, the fixing of eligibility for participation therein, the class and price of shares to be issued or sold under the plan or agreement, the number of shares which may be subscribed for, the method of paymenttherefore, the reservation of title under full payment therefore, the effect of the termination of employment and option or obligation on the part of the Corporation to repurchase the shares, the time limits of and termination of the plan and anyother matters, not in violation of applicable law, as may be included in the plan as approved or authorized by the Board or any committee of the Board. 

8.6    Construction and Definition. Unless the context required otherwise, the general provisions, rules of construction and definitions in the Delaware General Corporation Law shall governthe construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural numbers includes the singular, and the term “person” includes both a corporation and a natural person.

 

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**CERTIFICATE OF SECRETARY**

I, the undersigned do hereby certify: 

1. That I am the duly elected and acting Secretary of Noble International, Ltd., a Delaware corporation; and 

2. That the foregoing Amended and Restated Bylaws constitute the Bylaws of said Corporation as last amended by the Board of Directors of said Corporation effective as of August 31, 2007. 

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation effective as of August 31, 2007. 

 
/S/    MICHAEL C. AZAR        
**Michael C. Azar,**

**Secretary**

 

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