EXHIBIT 3.1**AMENDED AND RESTATED CODE OF REGULATIONS****OF****STONERIDGE, INC.**ARTICLE IMeetings of Shareholders          Section 1. Annual Meetings. The annual meeting of shareholders shall be held at suchtime and on such date as may be fixed by the Board of Directors and stated in the notice of themeeting, for the election of directors, the consideration of reports to be laid before such meetingand the transaction of such other business as may properly come before the meeting.          Section 2. Special Meetings. Special meetings of the shareholders shall be calledupon the written request of the president, the directors by action at a meeting, a majority of thedirectors acting without a meeting, or of the holders of shares entitling them to exercise fiftypercent (50%) of the voting power of the Corporation entitled to vote thereat. Special meetingsmay not be called by any other person. Calls for such meetings shall specify the purposes thereof.No business other than that specified in the call shall be considered at any special meeting.          Section 3. Notices of Meetings. Unless waived, written notice of each annual orspecial meeting stating the time, place, and the purposes thereof shall be given by personaldelivery or by mail to each shareholder of record entitled to vote at or entitled to notice of themeeting, not more than sixty (60) days nor less than seven (7) days before any such meeting. Ifmailed, such notice shall be directed to the shareholder at his address as the same appears uponthe records of the Corporation and shall be deemed to have been given at the time when it wasmailed. Any shareholder, either before or after any meeting, may waive any notice required to begiven by law or under these Regulations.          Section 4. Place of Meetings. Meetings of shareholders shall be held at theprincipal office of the Corporation unless the Board of Directors determines that a meeting shallbe held at some other place within or without the State of Ohio and causes the notice thereof to sostate.          Section 5. Quorum. The holders of shares entitling them to exercise a majority ofthe voting power of the Corporation entitled to vote at any meeting, present in person or by proxy,shall constitute a quorum for the transaction of business to be considered at such meeting;provided, however, that no action required by law or by the Second Amended and Restated Articles ofIncorporation (as they may be amended from time to time, the “Articles of Incorporation”) or theseRegulations to be authorized or taken by the holders of a designated proportion of the shares ofany particular class or of each class may be authorized or taken by a lesser proportion. Theholders of a majority of the voting shares represented at a meeting, whether or not a quorum ispresent, may adjourn such meeting from time to time until a quorum shall be present.          Section 6. Record Date. The Board of Directors may fix a record date for any lawfulpurpose, including, without limiting the generality of the foregoing, the determination ofshareholders entitled to (i) receive notice of or to vote at any meeting, (ii) receive payment ofany dividend or distribution, (iii) receive or exercise rights of purchase of or subscription for,or exchange or conversion of, shares or other securities, subject to any contract right withrespect thereto, or (iv) participate in the execution of written consents, waivers or releases.Said record date shall not be more than sixty (60) days preceding the date of such meeting, thedate fixed for the payment of any dividend or distribution or the date fixed for the receipt or theexercise of rights, as the case may be.          If a record date shall not be fixed, the record date for the determination of shareholders whoare entitled to notice of, or who are entitled to vote at, a meeting of shareholders shall be theclose of business on the date next preceding the day on which notice is given, or the close ofbusiness on the date next preceding the day on which the meeting is held, as the case may be.
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          Section 7. Proxies. A person who is entitled to attend a shareholders’ meeting, tovote thereat, or to execute consents, waivers or releases, may be represented at such meeting orvote thereat, and execute consents, waivers and releases, and exercise any of his other rights, byproxy or proxies appointed by a writing signed by such person.          Section 8. Conduct of Meeting. Unless otherwise determined by the Board of Directorsprior to the meeting, the chairman of any meeting of the shareholders shall determine the order ofbusiness and shall have the authority in his discretion to regulate the conduct of such meeting,including, without limitation, by imposing restrictions on the persons (other than shareholders ofthe Corporation or their duly appointed proxies) who may attend any such meeting of shareholders,whether any shareholder or his proxy may be excluded from any shareholders’ meeting based upon anydetermination by the chairman, in his sole discretion, that any such person has unduly disrupted oris likely to disrupt the proceedings thereat, and the circumstances under which any person may makea statement or ask questions at any meeting of shareholders.ARTICLE IIDirectors          Section 1. Number of Directors. Until changed in accordance with the provisions ofthis section (or as otherwise provided in the Corporation’s Articles of Incorporation), the numberof directors of the Corporation, none of whom need be shareholders, shall be six (6). The numberof directors may be increased or decreased by action of the Board of Directors upon the vote of themajority of the board or by the vote of the shareholders that are present in person or by proxy ata meeting to elect directors at which a quorum is present and that are holders of a majority of theshares represented at the meeting and entitled to vote on the proposal; provided, however, that inno case shall the number be fewer than five (5) or more than twelve (12); and provided, further,that no decrease in the number of directors shall have the effect of removing any director prior tothe expiration of his term of office. Notwithstanding the foregoing, the aggregate number ofmembers of the Board of Directors shall automatically increase by the number of directors electedpursuant to Article Fourth, Division A, subsection 5(b) of the Articles of Incorporation of theCompany, such directors to be elected and hold office in accordance with such provisions of theArticles of Incorporation of the Company, notwithstanding any other provision of this Code ofRegulations.          Section 2. Election of Directors. (a) Directors shall be elected at the annualmeeting of shareholders, but when the annual meeting is not held or directors are not electedthereat, they may be elected at a special meeting called and held for that purpose. Such electionshall be by ballot whenever requested by any shareholder entitled to vote at such election; but,unless such request is made, the election may be conducted in any manner approved at such meeting.          At each meeting of shareholders for the election of directors, the candidates receiving thegreatest number of votes entitled to be cast shall be elected as directors.          Section 3. Nominations.          (a) Qualifications. Directors of the Corporation need not be shareholders orresidents of the State of Ohio. No person shall be appointed or elected a director of theCorporation unless:               (i) such person is elected to fill a vacancy in the Board of Directors pursuant to section 6of this Article II; or               (ii) such person is nominated for election as a director of the Corporation in accordance withthis section.          Nominations of candidates for election as directors at any meeting of shareholders called forelection of directors (an “Election Meeting”) may be made by the Board of Directors or a committeethereof or any shareholder of record providing written notification to the Secretary of the Companyof such nomination(s). At the request of the Secretary, each proposed nominee shall provide theCorporation with such information concerning himself as is required under the rules and regulationsof the Securities and Exchange Commission (the “Commission”) to be included in the Corporation’sproxy statement soliciting proxies for the election of such nominee as a director.          (b) Substitution of Nominees. In the event that a person is validly designated as anominee in accordance with this Code of Regulations and shall thereafter become unable or unwillingto stand for election to the Board of Directors, the Board
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of Directors or a committee thereof may designate a substitute nominee upon delivery, notfewer than five (5) days prior to the date of an Election Meeting, of a written notice of theSecretary setting forth such information regarding such substitute nominee as would have beenrequired to be delivered to the Secretary pursuant to this Code of Regulations had such substitutenominee been initially proposed as a nominee.          Section 4. Term of Office. Each director shall hold office until the annual meetingnext succeeding his election and until his successor is elected and qualified, or until his earlierresignation, removal from office or death.          Section 5. Removal. All the directors or any individual director may be removed fromoffice, without assigning any cause, by the vote of the holders of a majority of the voting powerentitling them to elect directors in place of those to be removed. In case of any such removal, anew director may be elected at the same meeting for the unexpired term of each director removed.          Section 6. Vacancies. Vacancies in the Board of Directors may be filled by amajority vote of the remaining directors until an election to fill such vacancies is had. Avacancy or vacancies in the Board of Directors shall be deemed to exist if the number of directorsis increased by the Board of Directors. Shareholders entitled to elect directors shall have theright to fill any vacancy in the board (whether the same has been temporarily filled by theremaining directors or not) at any meeting of the shareholders called for that purpose, and anydirectors elected at any such meeting of shareholders shall serve until the next annual election ofdirectors and until their successors are elected and qualified.          Section 7. Quorum and Transaction of Business. A majority of the whole authorizednumber of directors shall constitute a quorum for the transaction of business, except that amajority of the directors in office shall constitute a quorum for filling a vacancy on the board.Whenever less than a quorum is present at the time and place appointed for any meeting of theboard, a majority of those present may adjourn the meeting from time to time until a quorum shallbe present. The act of a majority of the directors present at a meeting at which a quorum ispresent shall be the act of the board.          Section 8. Annual Meeting. Annual meetings of the Board of Directors shall be heldimmediately following annual meetings of the shareholders, or as soon thereafter as is practicable.If no annual meeting of the shareholders is held, or if directors are not elected thereat, thenthe annual meeting of the Board of Directors shall be held immediately following any specialmeeting of the shareholders at which directors are elected, or as soon thereafter as ispracticable. If such annual meeting of directors is held immediately following a meeting of theshareholders, it shall be held at the same place at which such shareholders’ meeting was held.          Section 9. Regular Meetings. Regular meetings of the Board of Directors shall beheld at such times and places, within or without the State of Ohio, as the Board of Directors may,by resolution or by-law, from time to time determine. The secretary shall give notice of each such resolutionor by-law to any director who was not present at the time the same was adopted, but no further notice of such regular meeting need begiven.          Section 10. Special Meetings. Special meetings of the Board of Directors may becalled by the chairman of the board, the president, any vice president, or a majority of the Boardof Directors, and shall be held at such times and places, within or without the State of Ohio, asmay be specified in such call.          Section 11. Notice of Annual or Special Meetings. Notice of the time and place ofeach annual or special meeting shall be given to each director by the secretary or by the person orpersons calling such meeting. Such notice need not specify the purpose or purposes of the meetingand may be given in any manner or method and at such time so that the director receiving it mayhave reasonable opportunity to participate in the meeting. Such notice shall, in all events, bedeemed to have been properly and duly given if mailed at least forty-eight (48) hours prior to themeeting and directed to the residence of each director as shown upon the secretary’s records and,in the event of a meeting to be held through the use of communications equipment, if the noticesets forth the telephone number at which each director may be reached for purposes of participationin the meeting as shown upon the secretary’s records and states that the secretary must be notifiedif a director desires to be reached at a different telephone number. The giving of notice shall bedeemed to have been waived by any director who shall participate in such meeting and may be waived,in a writing, by any director either before or after such meeting.          Section 12. Telephonic Meetings. To the extent permitted by law, members of theBoard of Directors or any committee thereof may participate in a meeting of such body through theuse of conference telephone or similar communications
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equipment by means of which all persons participating in the meeting can hear each other, andparticipants in a meeting pursuant to this Section shall constitute presence in person at suchmeeting.          Section 13. Compensation. The directors, as such, shall be entitled to receive suchreasonable compensation for their services as may be fixed from time to time by resolution of theboard, and expenses of attendance, if any, may be allowed for attendance at each annual, regular orspecial meeting of the Board of Directors. Nothing herein contained shall be construed to precludeany director from serving the Corporation in any other capacity and receiving compensationtherefor. Members of the executive committee, if any, or of any standing or special committee mayby resolution of the board be allowed such compensation for their services as the Board ofDirectors may deem reasonable, and additional compensation may be allowed to directors for specialservices rendered.          Section 14. By-laws. For the government of its actions, the Board of Directors mayadopt by-laws consistent with the Articles of Incorporation of the Corporation and this Code ofRegulations.ARTICLE IIICommittees          Section 1. Executive Committee. The Board of Directors may from time to time, byresolution passed by a majority of the whole board, create an executive committee of three or moredirectors, the members of which shall be elected by the Board of Directors to serve at the pleasureof the board. If the Board of Directors does not designate a chairman of the executive committee,the executive committee shall elect a chairman from its own number. Except as otherwise providedherein and in the resolution creating an executive committee, such committee shall, during theintervals between the meetings of the Board of Directors, possess and may exercise all of thepowers of the Board of Directors in the management of the business and affairs of the Corporation,other than that of filling vacancies among the directors or in any committee of the directors. Theexecutive committee shall keep full records and accounts of its proceedings and transactions. Allaction by the executive committee shall be reported to the Board of Directors at its meeting nextsucceeding such action and shall be subject to control, revision and alteration by the Board ofDirectors, provided that no rights of third persons shall be prejudicially affected thereby.Vacancies in the executive committee shall be filled by the directors, and the directors mayappoint one or more directors as alternate members of the committee who may take the place of anyabsent member or members at any meeting.          Section 2. Meetings of Executive Committee. Subject to the provisions of this Codeof Regulations, the executive committee shall fix its own rules of procedure and shall meet asprovided by such rules or by resolutions of the Board of Directors, and it shall also meet at thecall of the president, the chairman of the executive committee or any two members of the committee.Unless otherwise provided by such rules or by such resolutions, the provisions of Section 10 ofArticle II relating to the notice required to be given of meetings of the Board of Directors shall also apply tomeetings of the executive committee. A majority of the executive committee shall be necessary toconstitute a quorum. The executive committee may act in a writing, or by telephone with writtenconfirmation, without a meeting, but no action by writing of the executive committee shall beeffective unless concurred in by all members of the committee.          Section 3. Other Committees. The Board of Directors may by resolution provide forsuch other standing or special committees as it deems desirable, and discontinue the same atpleasure. Each such committee shall have such powers and perform such duties, not inconsistentwith law, as may be delegated to it by the Board of Directors. The provisions of Section 1 andSection 2 of this Article shall govern the appointment and action of such committees so far as thesame are consistent with such appointment and unless otherwise provided by the Board of Directors.Vacancies in such committees shall be filled by the Board of Directors or as the Board of Directorsmay provide.ARTICLE IVOfficers          Section 1. General Provisions. The Board of Directors shall elect a president, suchnumber of vice presidents as the board may from time to time determine, a secretary and a treasurerand, in its discretion, a chairman of the Board of Directors. The Board of Directors may from timeto time create such offices and appoint such other officers, subordinate officers and assistantofficers as it may determine. The president, any vice president who succeeds to the office of thepresident, and the
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chairman of the board shall be, but the other officers need not be, chosen from among themembers of the Board of Directors. Any two of such offices, other than that of president and vicepresident, may be held by the same person, but no officer shall execute, acknowledge or verify anyinstrument in more than one capacity.          Section 2. Term of Office. The officers of the Corporation shall hold office at thepleasure of the Board of Directors, and, unless sooner removed by the Board of Directors, until theannual meeting of the Board of Directors following the date of their election and until theirsuccessors are chosen and qualified. The Board of Directors may remove any officer at any time,with or without cause. A vacancy in any office, however created, shall be filled by the Board ofDirectors.ARTICLE VDuties of Officers          Section 1. Chairman of the Board. The chairman of the board, if one be elected,shall preside at all meetings of the Board of Directors and shall have such other powers and dutiesas may be prescribed by the Board of Directors.          Section 2. President. The president shall be the chief executive officer of theCorporation and shall exercise supervision over the business of the Corporation and over itsseveral officers, subject, however, to the control of the Board of Directors. He shall preside atall meetings of shareholders, and, in the absence of the chairman of the board, or if a chairman ofthe board shall not have been elected, shall also preside at meetings of the Board of Directors.He shall have authority to sign all certificates for shares and all deeds, mortgages, bonds,agreements, notes, and other instruments requiring his signature; and shall have all the powers andduties prescribed by Chapter 1701 of the Revised Code of Ohio and such others as the Board ofDirectors may from time to time assign to him.          Section 3. Vice Presidents. The vice presidents shall have such powers and duties asmay from time to time be assigned to them by the Board of Directors or the president. At therequest of the president, or in the case of his absence or disability, the vice presidentdesignated by the president (or in the absence of such designation, the vice president designatedby the board) shall perform all the duties of the president and, when so acting, shall have all thepowers of the president. The authority of vice presidents to sign in the name of the Corporationcertificates for shares and deeds, mortgages, bonds, agreements, notes and other instruments shallbe coordinate with like authority of the president.          Section 4. Secretary. The secretary shall keep minutes of all the proceedings of theshareholders and Board of Directors and shall make proper record of the same, which shall beattested by him; shall have authority to execute and deliver certificates as to any of suchproceedings and any other records of the Corporation; shall have authority to sign all certificatesfor shares and all deeds, mortgages, bonds, agreements, notes and other instruments to be executedby the Corporation which requirehis signature; shall give notice of meetings of shareholders and directors; shall produce onrequest at each meeting of shareholders a certified list of shareholders arranged in alphabeticalorder; shall keep such books and records as may be required by law or by the Board of Directors;and, in general, shall perform all duties incident to the office of secretary and such other dutiesas may from time to time be assigned to him by the Board of Directors or the president.          Section 5. Treasurer. The treasurer shall have general supervision of all finances;he shall receive and have in charge all money, bills, notes, deeds, leases, mortgages and similarproperty belonging to the Corporation, and shall do with the same as may from time to time berequired by the Board of Directors. He shall cause to be kept adequate and correct accounts of thebusiness transactions of the Corporation, including accounts of its assets, liabilities, receipts,disbursements, gains, losses, stated capital and shares, together with such other accounts as maybe required, and upon the expiration of his term of office shall turn over to his successor or tothe Board of Directors all property, books, papers and money of the Corporation in his hands; andshall have such other powers and duties as may from time to time be assigned to him by the Board ofDirectors or the president.          Section 6. Assistant and Subordinate Officers. The Board of Directors may appointsuch assistant and subordinate officers as it may deem desirable. Each such officer shall holdoffice during the pleasure of the Board of Directors, and perform such duties as the Board ofDirectors or the president may prescribe.          The Board of Directors may, from time to time, authorize any officer to appoint and removesubordinate officers, to prescribe their authority and duties, and to fix their compensation.
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          Section 7. Duties of Officers May be Delegated. In the absence of any officer of theCorporation, or for any other reason the Board of Directors may deem sufficient, the Board ofDirectors may delegate, for the time being, the powers or duties, or any of them, of such officerto any other officer or to any director.ARTICLE VIIndemnification and Insurance          Section 1. Indemnification in Non-Derivative Actions. The Corporation shallindemnify any person who was or is a party, or is threatened to be made a party, to any threatened,pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, orinvestigative, other than an action by or in the right of the Corporation, by reason of the factthat he is or was a director or officer of the Corporation, or is or was serving at the request ofthe Corporation as a director, trustee, officer, employee, or agent of another corporation,domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or otherenterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid insettlement actually and reasonably incurred by him in connection with such action, suit, orproceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposedto the best interests of the Corporation, and with respect to any criminal action or proceeding,had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit,or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or itsequivalent, shall not, of itself, create a presumption that the person did not act in good faithand in a manner which he reasonably believed to be in or not opposed to the best interests of theCorporation and, with respect to any criminal action or proceeding, that he had reasonable cause tobelieve that his conduct was unlawful.          Section 2. Indemnification in Derivative Actions. The Corporation shall indemnifyany person who was or is a party, or is threatened to be made a party to any threatened, pending,or completed action or suit by or in the right of the Corporation to procure a judgment in itsfavor by reason of the fact that he is or was a director or officer of the Corporation, or is orwas serving at the request of the Corporation as a director, trustee, officer, employee, or agentof another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture,trust, or other enterprise against expenses, including attorneys’ fees, actually and reasonablyincurred by him in connection with the defense or settlement of such action or suit if he acted ingood faith and in a manner he reasonably believed to be in or not opposed to the best interests ofthe Corporation, except that no indemnification shall be made in respect of (a) any claim, issue ormatter as to which such person shall have been adjudged to be liable for negligence or misconductin the performance of his duty to the Corporation unless, and only to the extent that the Court ofCommon Pleas, or the court in which such action or suit was brought shall determine uponapplication that, despite the adjudication of liability, but in view of all the circumstances ofthe case, such person is fairly and reasonably entitled to indemnity for such expenses as the Courtof Common Pleas or such court shall deem proper, or (b) any action or suit in which the onlyliability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code.          Section 3. Indemnification as Matter of Right. To the extent that a director,trustee, officer, employee, or agent has been successful on the merits or otherwise in defense ofany action, suit, or proceeding referred to in Section 1 or 2 of this Article VI, or in defense ofany claim, issue, or matter therein, he shall be indemnified against expenses, including attorneys’fees, actually and reasonably incurred by him in connection therewith.          Section 4. Determination of Conduct. Any indemnification under Sections 1 and 2 ofthis Article VI, unless ordered by a court, shall be made by the Corporation only as authorized inthe specific case upon a determination that indemnification of the director, trustee, officer,employee, or agent is proper in the circumstances because he has met the applicable standard ofconduct set forth in Sections 1 and 2 of this Article VI. Such determination shall be made (a) bya majority vote of a quorum consisting of directors of the Corporation who were not and are notparties to or threatened with any such action, suit, or proceeding, or (b) if such a quorum is notobtainable or if a majority vote of a quorum of disinterested directors so directs, in a writtenopinion by independent legal counsel, other than an attorney or a firm having associated with it anattorney who has been retained by or who has performed services for the Corporation or any personto be indemnified within the past five years, or (c) by the shareholders or (d) by the Court ofCommon Pleas or the court in which such action, suit, or proceeding was brought. Any determinationmade by the disinterested directors under Section 4(a) or by independent legal counsel underSection 4(b) of this Article VI shall be promptly communicated to the person who threatened orbrought the action or suit, by or in the right of the Corporation under Section 2 of this ArticleVI, and within ten days after receipt of such notification, such person shall have the right topetition the Court of Common Pleas or the court in which such action or suit was brought to reviewthe reasonableness of such determination.
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          Section 5. Advance Payment of Expenses. Expenses, including attorneys’ fees,incurred in defending any action, suit, or proceeding referred to in Sections 1 or 2 of thisArticle VI, shall be paid by the Corporation in advance of the final disposition of such action,suit, or proceeding as authorized by the directors in the specific case upon receipt of anundertaking by or on behalf of the director, trustee, officer, employee, or agent to repay suchamount, unless it shall ultimately be determined that he is entitled to be indemnified by theCorporation as authorized in this Article VI.          Section 6. Nonexclusivity. The indemnification provided by this Article VI shall notbe deemed exclusive of any other rights to which those seeking indemnification may be entitledunder the Articles of Incorporation or the Amended and Restated Code of Regulations or anyagreement, vote of shareholders or disinterested directors, or otherwise, both as to action in hisofficial capacity and as to action in another capacity while holding such office and shall continueas to a person who has ceased to be a director, trustee, officer, employee, or agent and shallinure to the benefit of the heirs, executors, and administrators of such a person.          Section 7. Liability Insurance. The Corporation may purchase and maintain insuranceon behalf of any person who is or was a director, officer, employee, or agent of the Corporation,or is or was serving at the request of the Corporation as a director, trustee, officer, employee,or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, jointventure, trust or other enterprise against any liability asserted against him and incurred by himin any such capacity, or arising out of his status as such, whether or not the Corporation wouldhave the power to indemnify him against such liability under the provisions of this Article VI orof Chapter 1701 of the Ohio Revised Code.ARTICLE VIICertificates for Shares; Uncertificated Shares          Section 1. Form and Execution of Certificates*.*Except as provided inSection 2, certificates for shares, certifying the number of fully paid shares owned, shall beissued to each shareholder in such form as shall be approved by the Board of Directors. Suchcertificates shall be signed by the president or a vice president and by the secretary or anassistant secretary or the treasurer or an assistant treasurer; provided, however, that if suchcertificates are countersigned by a transfer agent and/or registrar, the signatures of any of saidofficers and the seal of the Corporation upon such certificates may be facsimiles, engraved,stamped or printed. If any officer or officers, who shall have signed, or whose facsimile signatureshall have been used, printed or stamped on any certificate or certificates for shares, shall ceaseto be such officer or officers, because of death, resignation or otherwise, before such certificateor certificates shall have been delivered by the Corporation, such certificate or certificates, ifauthenticated by the endorsement thereon of the signature of a transfer agent or registrar, shallnevertheless be conclusively deemed to have been adopted by the Corporation by the use and deliverythereof and shall be as effective in all respects as though signed by a duly elected, qualified andauthorized officer or officers, and as though the person or persons whosigned such certificate or certificates, or whose facsimile signature or signatures shall havebeen used thereon, had not ceased to be an officer or officers of the Corporation.          Section 2. Uncertificated Shares*.*In addition to Section 1 above, the Boardof Directors may provide by resolution that some or all of any or all classes and series of sharesof the Corporation shall be uncertificated shares, provided that the resolution shall not apply toshares represented by a certificate until the certificate is surrendered to the Corporation and theresolution shall not apply to a certificated security issued in exchange for an uncertificatedsecurity. Within a reasonable time after the issuance or transfer of uncertificated shares, theCorporation shall send to the registered owner of the shares a written notice containing theinformation that would be required to be set forth or stated on a share certificate in accordancewith applicable law. Except as otherwise expressly provided by law, the rights and obligations ofthe holders of uncertificated shares and the rights and obligations of the holders of certificatesrepresenting shares of the same class and series shall be identical.          Section 3. Registration of Transfer*.*The Board of Directors shall haveauthority to make such rules and regulations, not inconsistent with law, the Second Amended andRestated Articles of Incorporation or this Amended and Restated Code of Regulations, as it deemsexpedient concerning the issuance, transfer and registration of certificates for shares and theshares represented thereby and of uncertificated shares.          Section 4. Lost, Destroyed or Stolen Certificates*.*A new share certificateor certificates may be issued in place of any certificate theretofore issued by the Corporationwhich is alleged to have been lost, destroyed or wrongfully taken upon (a) the execution anddelivery to the Corporation by the person claiming the certificate to have been lost, destroyed orwrongfully taken of an affidavit of that fact, specifying whether or not, at the time of suchalleged loss, destruction or taking, the certificate
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was endorsed, and (b) the furnishing to the Corporation of indemnity and other assurancessatisfactory to the Corporation and to all transfer agents and registrars of the class of sharesrepresented by the certificate against any and all losses, damages, costs, expenses or liabilitiesto which they or any of them may be subjected by reason of the issue and delivery of such newcertificate or certificates or in respect of the original certificate.          Section 5. Registered Shareholders*.*A person in whose name shares are ofrecord on the books of the Corporation shall conclusively be deemed the unqualified owner andholder thereof for all purposes and to have capacity to exercise all rights of ownership. Neitherthe Corporation nor any transfer agent of the Corporation shall be bound to recognize any equitableinterest in or claim to such shares on the part of any other person, whether disclosed upon suchcertificate or otherwise, nor shall they be obliged to see to the execution of any trust orobligation.ARTICLE VIIIFiscal Year          The fiscal year of the Corporation shall end on December 31 of each year, or on such otherdate as may be fixed from time to time by the Board of Directors.ARTICLE IXSeal          The Board of Directors may provide a suitable seal containing the name of the Corporation. Ifdeemed advisable by the Board of Directors, duplicate seals may be provided and kept for thepurposes of the Corporation.ARTICLE XAmendments          This Amended and Restated Code of Regulations may be amended, or new regulations may beadopted, at any meeting of shareholders called for such purpose by the affirmative vote of, orwithout a meeting by the written consent of, the holders of shares entitling them to exercise amajority of the voting power of the Corporation on such proposal.
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