**Exhibit 3.2**

BY-LAWS

OFCHINA PRECISION STEEL, INC.

 

(A Delaware corporation)

 

Adopted on September 13, 2007

 

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**Tableof Contents**

** **

ARTICLE IMEETINGS OF STOCKHOLDERS
| ** **                                                   | ** **                                             | **Page** |
|--------------------------------------------------------------|--------------------------------------------------------|----------|
| Section 1.1                                                  | Place of Meetings                                      | 1        |
| Section 1.2                                                  | Annual Meetings                                        | 1        |
| Section 1.3                                                  | Special Meetings                                       | 1        |
| Section 1.4                                                  | Notice of Meetings                                     | 1        |
| Section 1.5                                                  | Record Date                                            | 1        |
| Section 1.6                                                  | Action Without a Meeting                               | 1        |
| Section 1.7                                                  | Nomination of Directors.                               | 2        |
| Section 1.8                                                  | Quorum and Voting                                      | 3        |
| Section 1.9                                                  | Conduct of Meeting                                     | 3        |
| ARTICLE  II                                                  |                                                   |
| DIRECTORS                                                    |                                                   |
| Section 2.1                                                  | Powers of Directors                                    | 3        |
| Section 2.2                                                  | Number, Election and Term of Office                    | 3        |
| Section 2.3                                                  | Vacancies                                              | 4        |
| Section 2.4                                                  | Meetings of Directors                                  | 4        |
| Section 2.5                                                  | Conduct of Meetings; Quorum; Voting                    | 4        |
| Section 2.6                                                  | Action Without Meeting                                 | 4        |
| Section 2.7                                                  | Telephone Participation in Meetings                    | 4        |
| Section 2.8                                                  | Committees of Directors                                | 5        |
| Section 2.9                                                  | Removal                                                | 5        |
| Section 2.10                                                 | Compensation                                           | 5        |
| Section 2.11                                                 | Manifestation of Dissent                               | 5        |
| ARTICLE  III  OFFICERS                                       |                                                   |
|                                                         |
| Section 3.1                                                  | Enumeration                                            | 5        |
| Section 3.2                                                  | President                                              | 6        |
| Section 3.3                                                  | Vice President(s)                                      | 6        |
| Section 3.4                                                  | Secretary                                              | 6        |
| Section 3.5                                                  | Treasurer                                              | 6        |
| Section 3.6                                                  | Other Officers and Assistant Officers                  | 6        |
| Section 3.7                                                  | Term and Compensation                                  | 7        |
| Section 3.8                                                  | Vacancies                                              | 7        |
| Section 3.9                                                  | Exercise of Rights as Stockholder                      | 7        |
| ARTICLE  IV  WAIVERS OF NOTICE                               |                                                   |
|                                                         |
| Section 4.1                                                  | Waivers of Notice                                      | 7        |
| ARTICLE V INDEMNIFICATION OF DIRECTORS, OFFICERS AND  OTHERS |                                                   |
|                                                         |
| Section 5.1                                                  | Mandatory Indemnification                              | 7        |
| Section 5.2                                                  | Advancement of Expenses                                | 8        |
| Section 5.3                                                  | Permissive Indemnification and Advancement of Expenses | 8        |

 

 

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| Section 5.4                                             | Basis of Rights, Other Rights                      | 8  |
|---------------------------------------------------------|----------------------------------------------------|----|
| Section 5.5                                             | Insurance                                          | 8  |
| Section 5.6                                             | Powers of the Board                                | 9  |
| Section 5.7                                             | Definitions                                        | 9  |
| ARTICLE  VI  CAPITAL STOCK                              |                                               |
|                                                    |
| Section 6.1                                             | Issuance of Stock                                  | 9  |
| Section 6.2                                             | Stock Certificates                                 | 9  |
| Section 6.3                                             | Transfer of Stock                                  | 10 |
| Section 6.4                                             | Lost, Stolen, Destroyed, or Mutilated Certificates | 10 |
| Section 6.5                                             | Regulations                                        | 10 |
| Section 6.6                                             | Holders of Record                                  | 10 |
| Section 6.7                                             | Restriction on Transfer                            | 10 |
| Section 6.8                                             | Transfer Agent and Registrars                      | 10 |
| Section 6.9                                             | Closing of Books                                   | 10 |
| ARTICLE  VII  GENERAL PROVISIONS                        |                                               |
|                                                    |
| Section 7.1                                             | Corporate Seal                                     | 11 |
| Section 7.2                                             | Fiscal Year                                        | 11 |
| Section 7.3                                             | Authorization                                      | 11 |
| Section 7.4                                             | Financial Reports                                  | 11 |
| Section 7.5                                             | Effect of By-laws                                  | 11 |
| ARTICLE  VIII  QUALIFICATIONS OF DIRECTORS AND OFFICERS |                                               |
|                                                    |
| Section 8.1                                             | Definitions                                        | 11 |
| Section 8.2                                             | Qualifications                                     | 11 |
| Section 8.3                                             | Determinations of the Board of Directors           | 12 |
| ARTICLE  IX  AMENDMENTS TO AND EFFECT OF BY-LAWS        |                                               |
|                                                    |
| Section 9.1                                             | Force and Effect of By-laws                        | 12 |
| Section 9.2                                             | Amendments to By-laws                              | 12 |

** **

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**BY-LAWS****OFCHINA PRECISION STEEL, INC.**

 

# ARTICLE IMEETINGS OF STOCKHOLDERS

 

Section 1.1             Place of Meetings.  Meetings of thestockholders of China Precision Steel, Inc. (the “Corporation”) shall beheld at such place in or outside the State of Delaware as shall be designatedby the board of directors of the Corporation (the “Board”) or the authorizedperson or persons calling the meeting.

Section 1.2             Annual Meetings.  The annual meetingof the stockholders for the election of directors and the transaction of suchother business as may properly come before the meeting shall be held after theclose of the Corporation’s fiscal year on such date and at such time as shallbe designated by the Board.

Section 1.3             Special Meetings.  Special meetings maybe called for any purpose and at any time by the Chairman of the Board (the “Chairman”),the President (if there be one) or by any three members of the Board. Businesstransacted at each special meeting shall be confined to the purposes stated inthe notice of such meeting.

Section 1.4             Notice of Meetings.  A written noticestating the place, date and hour of each meeting and the purpose or purposesfor which the meeting is called shall be given by, or at the direction of, theSecretary or the person or persons authorized to call the meeting to eachstockholder of record entitled to vote at such meeting not less than ten (10)days nor more than sixty (60) days before the date of the meeting, unless adifferent period of time is required by applicable law in a particular case.

Section 1.5             Record Date.  In order todetermine the stockholders entitled to notice of, and to vote at, any meetingof stockholders or any adjournment thereof, or to express consent to corporateaction in writing without a meeting, the Board may fix, in advance, a recorddate that shall not be more than sixty (60) nor less than ten (10) days beforethe scheduled date of such meeting and nor more than sixty (60) days prior toany other action.  If no record date isfixed: (x) the record date for determining stockholders entitled to notice of,and to vote at, a meeting of stockholders shall be at the close of business onthe day next preceding the day on which notice is given, or, if notice iswaived, at the close of business on the day next preceding the day on which themeeting is held and (y) the record date for determining stockholders entitledto express consent to corporate action in writing without a meeting, when noprior action by the Board is necessary, shall be the day on which the firstwritten consent is delivered to the Corporation. A determination ofstockholders of record entitled to notice of, and to vote at, a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however,that the Board may fix a new record date for the adjourned meeting.

Section 1.6             Action Without a Meeting.  Unless otherwiseprovided in the Certificate of Incorporation, any action required to be takenat any annual or special meeting of stockholders, or any action that may betaken at any annual or special meeting of the stockholders, may be takenwithout a meeting, without prior notice and without a vote, in

 

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accordancewith the provisions of the General Corporation Law of the State of Delaware(the “Delaware Code”), only if a consent or consents in writing, setting forththe action so taken, shall be signed by the holders of the Corporation’soutstanding stock having not less than the minimum number of votes that wouldbe necessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted.

## Section1.7             Nomination ofDirectors.

### (a)           *General*. Nominations for the election of directors may be made by the Board or acommittee appointed by the Board or by any stockholder entitled to vote in theelection of directors generally. However, any stockholder entitled to vote inthe election of directors generally may nominate one or more persons forelection as directors at a meeting only if written notice (a “StockholderNomination Notice”) of such stockholder’s intent to make such nomination ornominations has been delivered personally to, or been mailed to and received bythe Secretary of the Corporation at, the principal executive offices of theCorporation, not later than the close of business on the 90th daynor earlier than the close of business on the 120th day prior to the firstanniversary of the preceding year’s annual meeting; *provided, however*, that in the event that the date of theannual meeting is advanced more than 30 days prior to or delayed by more than30 days after the anniversary of the preceding year’s annual meeting, notice bythe stockholder must be so delivered not earlier than the close of business onthe 120th day prior to such annual meeting and not later than the close ofbusiness on the later of the 90th day prior to such annual meeting or the 10thday following the day on which public announcement of the date of such meetingis first made.  In no event shall thepublic announcement of an adjournment of an annual meeting commence a new timeperiod for the giving of a stockholder’s notice as described above.  The presidingofficer of the meeting may refuse to acknowledge the nomination of any personnot made in compliance with the procedure set forth in this Section 1.7(a).

### (b)           *StockholderNomination**Notice*. Each Stockholder Nomination Notice shall set forth: (i) the name andaddress of the stockholder who or that intends to make the nomination and ofthe person or persons to be nominated; (ii) the class(es) and number(s) ofshares of stock held of record, owned beneficially and represented by proxy bysuch stockholder as of the record date for the meeting (if such date shall thenhave been made publicly available), the date of stockholder’s acquisition of aninterest in such shares of such and of the date of the Stockholder NominationNotice; (iii) a representation that the stockholder intends to appear in personor by proxy at the meeting to nominate the person or persons specified in thenotice, (iv) a description of all arrangements or understandings between suchstockholder and each nominee and any other person or persons (naming suchperson or persons) pursuant to which the nomination or nominations are to bemade by such stockholder; (v) such other information regarding each nomineeproposed by such stockholder as would be required to be included in a proxystatement filed pursuant to the proxy rules of the United States Securities andExchange Commission; and (vi) the consent of each nominee to serve as adirector of the Corporation if so elected.

 

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Section 1.8             Quorum and Voting.  The holders of amajority of the shares of capital stock issued and outstanding and entitled tovote thereat, present in person or represented by proxy, shall constitute aquorum at all meetings of the stockholders for the transaction of business,except as otherwise expressly provided by the Delaware Code, the Certificate ofIncorporation or these By-laws. If, however, such majority shall not be presentor represented at any meeting of the stockholders, the stockholders entitled tovote thereat, present in person or by proxy, shall have the power, by the voteof the holders of a majority of the capital stock thereon, to adjourn themeeting from time to time, without notice other than announcement at themeeting (except as otherwise provided by the Delaware Code) At such adjournedmeeting at which the requisite amount of shares of voting stock shall berepresented, any business may be transacted that might have been transacted atthe meeting as originally scheduled. At all meetings of the stockholders, eachstockholder having the right to vote shall be entitled to vote in person, or byproxy appointed by an instrument in writing subscribed by such stockholder andhearing a date not more than three years prior to said meeting, unless suchinstrument lawfully provides for a longer period. At each meeting of thestockholders, each stockholder shall have one vote for each share of capitalstock having voting power, registered in his or her name on the books of theCorporation at the record date fixed or otherwise determined in accordance withthese By-laws. Except as otherwise expressly provided by the Delaware Code, theCertificate of Incorporation or these By-laws, all matters coming before anymeeting of the stockholders shall be decided by the vote of a majority of thenumber of shares of stock present in person or represented by proxy at suchmeeting and entitled to vote thereat; provided, however, that a quorum shall bepresent. The directors shall be elected by the stockholders at the annualmeeting or any special meeting called for such purpose.

Section 1.9             Conduct of Meeting.  The Board, or, ifthe Board shall not have made the appointment, the Chairman presiding at anymeeting of stockholders, shall have the power to appoint two or more persons toact as inspectors or tellers, to receive, canvass and report the votes cast bythe stockholders at such meeting; provided, that no candidate for the office ofdirector shall be appointed as inspector or teller at any meeting for theelection of directors. The Chairman or, in his or her absence, the President, aVice President or such other person as designated by the Board (the “MeetingChair”) shall preside at all meetings of the stockholders, and the Secretary,or in his or her absence, the person whom the Meeting Chair may appoint, shallact as Secretary of the meeting and keep the minutes thereof.

 

# ARTICLE IIDIRECTORS

 

Section 2.1             Powers of Directors.  The business andaffairs of the Corporation shall be managed by or under the direction of theBoard, which shall exercise all powers that may be exercised or performed bythe Corporation and that are not, by the Delaware Code, the Certificate ofIncorporation or these By-laws, directed to be exercised or performed by thestockholders.

Section 2.2             Number, Election and Term ofOffice.  Thenumber of directors that shall constitute the whole Board shall not be lessthan three (3) nor more than nine (9) directors. Subject to the foregoing, theactual number of directors shall be determined from time

 

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totime by resolution of the Board. Directors need not be stockholders of theCorporation. The directors shall be elected by the vote of a majority of theshares held by the stockholders (in person or represented by proxy) at theannual meeting or any special meeting called for such purpose. Each directorshall hold office until his or her successor shall be duly elected andqualified or until his or her earlier resignation or removal. A director mayresign at any time upon written notice to the Corporation.

Section 2.3             Vacancies.  Vacancies andnewly-created directorships resulting from any increase in the authorizednumber of directors may be filled by a majority vote of only those directorswho were directors of the Corporation immediately prior to such vacancies ornewly-created directorships, even though such directors may constitute less thana quorum, or by a sole remaining director. The occurrence of a vacancy that isnot filled by action of the Board shall constitute a determination by the Boardthat the number of directors is reduced so as to eliminate such vacancy, unlessthe Board shall otherwise specify. When one or more directors shall resign fromthe Board, effective at a future date, a majority of the directors then inoffice, including those who have so resigned, shall have the power to fill suchvacancy or vacancies, the vote thereon to take effect when such resignation orresignations shall become effective. Any director so chosen to fill a vacancyor a newly-created directorship shall hold office until the next election ofthe class for which such director shall have been chosen and until his/hersuccessor shall be elected and qualified.

Section 2.4             Meetings of Directors.  Regular meetings ofthe Board shall be held immediately following the annual meeting ofstockholders for the purposes of appointing officers and at such time and placeas the Board shall from time to time by resolution appoint, and no notice shallbe required to be given of any such regular meeting. A special meeting of theBoard may be called for any purpose by the Chairman or by any three directorsby giving two (2) days’ notice to each director by overnight courier,electronic mail, telegram, telefacsimile, telephone or other oral message, orby giving three (3) days’ notice if given by depositing the notice in theUnited States mail, postage pre-paid. Such notice shall specify the time andplace of the meeting, which may be by means of conference, telephone or anyother means of communication by which all persons participating in the meetingare able to hear each other.

Section 2.5             Conduct of Meetings; Quorum; Voting.At meetings ofthe Board, the Chairman or, in his or her absence, the President or adesignated Vice President, shall preside. Except as otherwise provided by theseBy-laws, a majority of the total number of directors determined by resolutionof the Board shall constitute a quorum for the transaction of business, and thevote of a majority of the directors present at any meeting at which a quorum ispresent shall be the act of the Board. Any business may be transacted at anymeeting at which every director shall be present, even though the directors maynot have had any advance notice of such meeting.

Section 2.6             Action Without Meeting.  Any action requiredor permitted to be taken at any meeting of the Board, or of any committeethereof, may be taken without a meeting if all members of the Board orcommittee, as the case may be, consent thereto in writing, and the writing orwritings are filed with the minutes of proceedings of the Board or committee.

Section 2.7             Telephone Participation inMeetings.  Membersof the Board, or any committee thereof, may participate in a meeting of theBoard or such committee by means of conference, telephone or similarcommunications equipment by means of which all persons

 

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participatingin the meeting can hear each other, and participation in a meeting pursuant tothis Section shall constitute presence in person at such meeting.

Section 2.8             Committees of Directors.  By resolutionsadopted by a majority of the entire Board, the Board may designate an ExecutiveCommittee and one or more other committees, each such committee to consist ofone or more directors of the Corporation (other than the Audit Committee, whichshall consist of at least three independent directors, and the Nominations andGovernance Committee and the Compensation Committee, each of which shallconsist entirely of independent directors, as such term is defined in theNASDAQ Rules). Notwithstanding the foregoing, the Executive Committee shallhave no more than three directors and such directors may exercise all thepowers and authority of the entire Board in the management of the business andday-to-day affairs of the Corporation without the necessity of a meeting orapproval of the entire Board (except as otherwise expressly limited byapplicable law). Each such committee shall have such powers and authority ofthe Board as may be provided from time to time in resolutions adopted by amajority of the entire Board. The requirements with respect to the manner inwhich the Executive Committee and each such other committee shall hold meetingsand take actions shall be set forth in the resolutions of the Board designatingthe Executive Committee or such other committee.

Section 2.9             Removal.  A director may beremoved by the holders of a majority of the shares of capital stock entitled tovote for the election of directors with “cause” only, as such term is generallyused and defined under the Delaware Code. Directors may not be removed, with orwithout “cause,” by action of the Board.

Section 2.10           Compensation.  The directors shallreceive such compensation for their services as may be authorized by resolutionof the Board and shall be reimbursed by the Corporation for ordinary andreasonable expenses incurred in the performance of their duties as such.Subject to applicable law, nothing contained herein shall be construed topreclude any director from serving the Corporation in any other capacity andreceiving compensation therefor.

Section 2.11           Manifestation of Dissent.  A director of theCompany who is present at a meeting of the Board or committee thereof at whichaction on any corporate matter is taken shall be presumed to have assented tothe action taken unless his of her dissent shall be entered in the minutes ofthe meeting or unless he shall file his or her written dissent to such action.

 

# ARTICLE IIIOFFICERS

 

Section 3.1             Enumeration.  The officers of theCorporation that the Board shall seek to appoint at its regular meetingfollowing each annual stockholders’ meeting may consist of a president, suchnumber of vice presidents (if any) as the Board shall from time to timeappoint, a secretary, a treasurer, and such other officers (if any) as theBoard shall from time to time appoint. The Board may at any time elect one ofits members as Chairman of the Board, who shall preside at meetings of theBoard and of the stockholders and shall have such powers and perform suchduties as shall from time to time be prescribed by the Board. Any two or moreoffices may be held by the same person.

 

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Section 3.2             President.  The President shallbe the chief executive officer of the Corporation. Subject only to theauthority of the Board, he or she shall have general charge and supervisionover, and responsibility for, the business and affairs of the Corporation.Unless otherwise directed by the Board, all other officers shall be subject tothe authority and supervision of the President. The President may enter intoand execute in the name of the Corporation contracts or other instruments inthe regular course of business or contracts or other instruments not in theregular course of business that are authorized, either generally orspecifically, by the Board. The President shall also have such other powers andperform such other duties as are incident to the office of the president of acorporation or as shall from time to time be prescribed by the Board. In theevent that there is no President, the Board may allocate the duties and powersset forth in this Section 3.2 among such other officers as the Board in itsdiscretion shall determine.

Section 3.3             Vice President(s).  The Vice Presidentor, if there shall be more than one, the Vice Presidents, in the order of theirseniority unless otherwise specified by the Board, shall have such powers andperform such duties as shall from time to time be prescribed by the Boardand/or the President or by such other person or persons as may be designated bythe Board.

Section 3.4             Secretary.  The Secretary shallrecord the proceedings of the meetings of the stockholders and the Board in abook to be kept for that purpose, and shall give notice as required byapplicable law or these By-laws of all such meetings.  The Secretary shall have custody of the sealof the Corporation and custody of all books, records and papers of theCorporation, except such as shall be in the charge of the Treasurer or of someother person authorized or directed to have custody and possession thereof byresolution of the Board.  The Secretarymay, together with the President or such other person as may be designated bythe Board, execute on behalf of the Corporation any contract that has beenapproved by the Board.  The Secretaryshall also have such other powers and perform such other duties as are incidentto the office of the secretary of a corporation or as shall from time to timebe prescribed by the Board or the President or by such other person or personsas may be designated by the Board.

Section 3.5             Treasurer.  The Treasurer shallkeep, or cause to be kept, full and accurate accounts of the receipts anddisbursements of the Corporation in books belonging to the Corporation, shallhave custody of the funds of the Corporation and shall deposit all moneys andother valuable effects of the Corporation in the name and to the credit of theCorporation in such depositories as may be designated by the Board, and shallalso have such other powers and perform such other duties as are incident tothe office of the treasurer of a corporation or as shall from time to time beprescribed by the Board or the President or by such other person or persons asmay be designated by the Board.

Section 3.6             Other Officers and AssistantOfficers.  Thepowers and duties of each other officer or assistant officer who may from timeto time be chosen by the Board shall be as specified by, or pursuant toauthority delegated by, the Board at the time of the appointment of such otherofficer or assistant officer or from time to time thereafter.  In addition, each officer designated as anassistant officer shall assist in the performance of the duties of the officerto which he or she is assistant, and shall have the powers and perform theduties of such officer during the absence or inability to act of such officer.

 

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Section 3.7             Term and Compensation.  Officers shall beappointed by the Board from time to time, to serve at the pleasure of the Boardand subject to any employment or similar agreements. Each officer shall holdoffice until his or her successor is duly appointed and qualified, or until hisor her earlier death, resignation or removal. The compensation of all officersshall be fixed by, or pursuant to authority delegated by, the Board from timeto time.

Section 3.8             Vacancies.  In case any officeshall become vacant, the Board may fill such vacancy. In case of the absence ordisability of any officer, the Board may delegate the powers or duties of anyofficer to another officer or a director for such time to be determined by theBoard.

Section 3.9             Exercise of Rights asStockholder.  Unlessotherwise ordered by the Board, the President or a Vice President thereuntoduly authorized by the President or the Board, shall have full power andauthority on behalf of the Corporation to attend and to vote at any meeting ofstockholders of any corporation in which this Corporation may hold stock, andmay exercise on behalf of this Corporation any and all of the rights and powersincident to the ownership of such stock at any such meeting, and shall havepower and authority to execute and deliver proxies and consents on behalf ofthis Corporation in connection with the exercise by this Corporation of therights and powers incident to the ownership of such stock. The Board, from timeto time, may confer like powers upon any other person or persons.

 

# ARTICLE IVWAIVERS OF NOTICE

 

Section 4.1             Waivers of Notice. Anynotice required to be sent by these By-laws, the Certificate of Incorporationor the Delaware Code may be waived in writing by any person entitled to notice.The waiver or waivers may be executed either before or after the event withrespect to which notice is waived. Each director or stockholder attending ameeting without protesting the lack of proper notice, prior to its conclusion,shall be deemed conclusively to have waived notice of the meeting.

 

# ARTICLE V

# INDEMNIFICATION OFDIRECTORS, OFFICERS AND OTHERS

 

Section 5.1             Mandatory Indemnification.  The Corporationshall indemnify and hold harmless, to the fullest extent now or hereafterpermitted by applicable law, each director or officer of the Corporation whowas or is, or is threatened to be made, a party to or otherwise involved in anyProceeding (hereinafter defined) by reason of the fact that such person is orwas an Authorized Representative (hereinafter defined), against all expenses(including attorneys’ fees and disbursements), liabilities, judgments, fines(including excise taxes and penalties) and amounts paid in settlement actuallyand reasonably incurred by such person in connection with such Proceeding,whether the basis of such person’s involvement in the Proceeding is an allegedact or omission in such person’s capacity as an Authorized Representative or inanother capacity while serving in such capacity, or both. The Corporation shallbe required to indemnify an incumbent or former director or officer inconnection with a Proceeding initiated by such person

 

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onlyif and to the extent that such Proceeding was authorized by the Board or it isa civil suit by such person to enforce rights to indemnification or advancementof expenses.

Section 5.2             Advancement of Expenses.  The Corporationshall promptly pay all expenses (including attorneys’ fees and disbursements)actually and reasonably incurred by an incumbent or former director or officerof the Corporation in defending or appearing (otherwise than as a plaintiff) inany Proceeding described in Section 5.1 hereof in advance of the finaldisposition of such Proceeding upon receipt of an undertaking by or on behalfof such person to repay all amounts so advanced if it shall ultimately bedetermined by a final, unappealable judicial decision that such person is notentitled to be indemnified for such expenses under this Article or otherwise.

Section 5.3             Permissive Indemnification andAdvancement of Expenses.  The Corporation may, as determined by the Board in its discretion, fromtime to time indemnify any person who was or is, or is threatened to be made, aparty to or otherwise involved in any Proceeding by reason of the fact thatsuch person is or was an Authorized Representative, against all expenses(including attorneys’ fees and disbursements), judgments, fines (includingexcise taxes and penalties) and amounts paid in settlement actually andreasonably incurred by such person in connection with such Proceeding, whetherthe basis of such person’s involvement in the Proceeding is an alleged act oromission in such person’s capacity as an Authorized Representative or inanother capacity while serving in such capacity or both. The Corporation may,as determined by the Board in its discretion from time to time, pay expensesactually and reasonably incurred by any such person by reason of such person’sinvolvement in such a Proceeding in advance of the final disposition of theProceeding.

Section 5.4             Basis of Rights, Other Rights.The rights toindemnification and advancement of expenses provided by or granted pursuant tothis Article shall be presumed to have been relied upon by AuthorizedRepresentatives in serving or continuing to serve the Corporation, shallcontinue as to a person who ceases to be an Authorized Representative, shallinure to the benefit of the heirs, executors and administrators of such person,and shall be enforceable as contract rights. Such rights shall not be deemedexclusive of any other rights to which a person seeking indemnification oradvancement of expenses may be entitled under the Delaware Code, agreement,vote of stockholders or disinterested directors, or otherwise, both as toaction in such person’s official capacity and as to action in another capacitywhile holding such office or position. Any amendment, modification or repeal of this Article shall notadversely affect any right or protection of an Authorized Representative withrespect to any act or omission occurring prior to the time of such amendment,modification or repeal.

Section 5.5             Insurance.  The Corporation maypurchase and maintain insurance on behalf of each incumbent or former directorand officer against any liability asserted against or incurred by such personin any capacity, or arising out of such person’s status as an AuthorizedRepresentative, whether or not the Corporation would have the power to indemnifysuch person against such liability under the provisions of this Article. TheCorporation shall not be required to maintain such insurance if it is notavailable on terms satisfactory to the Board or if, in the business judgment ofthe Board, either (i) the premium cost for such insurance is substantiallydisproportionate to the amount of coverage or (ii) the coverage provided bysuch insurance is so limited by exclusions and/or limitations that there isinsufficient benefit from such insurance. The Corporation may purchase and maintain insurance on behalf of anyperson referred to in Section 5.3 hereof against any liability asserted againstor incurred by such person

 

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inany capacity, or arising out of such person’s status as an AuthorizedRepresentative, whether or not the Corporation would have the power toindemnify such person against such liability under the provisions of thisArticle. The Corporation may purchase such insurance from, or such insurancemay be reinsured in whole or in part by, an insurer owned by or otherwiseaffiliated with the Corporation.

Section 5.6             Powers of the Board.  The Corporation mayenter into contracts to provide any Authorized Representatives with specificrights to indemnification and advancement of expenses, which contracts mayconfer rights and protections to the maximum extent permitted by applicablelaw. The Board, without approval of the stockholders, shall have the power toborrow money on behalf of the Corporation, including the power to create trustfunds, pledge, mortgage or create security interests in the assets of theCorporation, obtain letters of credit or use other means, from time to time, toensure payment of such amounts as may be necessary to perform the Corporation’sobligations under this Article or any such contract.

Section 5.7             Definitions.  For the purposes ofthis Article:

### (a)           Proceeding. “Proceeding” means a threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative.

### (b)           Corporation. References to “the Corporation” include, in addition to the resultingor surviving corporation, any constituent corporation (including anyconstituent of a constituent) absorbed in a consolidation or merger, which, ifits separate existence had continued, would have had power and authority toindemnify its Authorized Representatives, so that any person who is or was anAuthorized Representative of such constituent corporation shall stand in thesame position under this Article with respect to the resulting or survivingcorporation as such person would have with respect to such constituentcorporation if its separate existence had continued.

### (c)           AuthorizedRepresentative. “Authorized Representative”means a director, officer, employee or agent of the Corporation, or a trustee,custodian, administrator, committeeman or fiduciary of any employee benefitplan, or a person serving another corporation, partnership, joint venture,trust, other enterprise or non-profit entity in any of the foregoing capacitiesat the request of the Corporation.

 

# ARTICLE VICAPITAL STOCK

 

Section 6.1             Issuance of Stock.  Shares of capitalstock of any class now or hereafter authorized, securities convertible into orexchangeable for such stock, or options or other rights to purchase such stockor securities may be issued or granted in accordance with authority granted byresolution of the Board

Section 6.2             Stock Certificates.  The Board shalladopt a form of stock certificate for shares of the capital stock of theCorporation, which shall be signed by the President or a Vice President and bythe Treasurer or Assistant Treasurer or the Secretary or Assistant Secretaryand may be sealed with the seal of the Corporation. All such certificates shall

 

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benumbered consecutively, and the name of the person owning the sharesrepresented thereby, with the number of such shares and the date of issue,shall be entered on the books of the Corporation. If certificates are signed bya transfer agent, acting on behalf of the Corporation or registrar, thesignatures of the officers of the Corporation may be by facsimile.

Section 6.3             Transfer of Stock.  Shares of capitalstock of the Corporation shall be transferred only on the books of theCorporation, by the holder of record in person or by the holder’s dulyauthorized representative, upon surrender to the Corporation of the certificatefor such shares duly endorsed for transfer, together with such other documents (ifany) as may be required to effect such transfer.

Section 6.4             Lost, Stolen, Destroyed, orMutilated Certificates.  New stock certificates may be issued to replace certificates alleged tohave been lost, stolen, destroyed or mutilated, upon such terms and conditions,including proof of loss or destruction, and the giving of a satisfactory bondor other form of indemnity, as the Board from time to time may determine.

Section 6.5             Regulations.  The Board shall havethe power and authority to make all such rules and regulations not inconsistentwith these By-laws as it may deem expedient concerning the issue, transfer andregistration of shares of capital stock of the Corporation.

Section 6.6             Holders of Record.  The Corporationshall be entitled to treat the holder of record of any share or shares ofcapital stock of the Corporation as the holder and owner in fact thereof forall purposes and shall not be bound to recognize any equitable or other claimto, or right, title or interest in, such share or shares on the part of anyother person, whether or not the Corporation shall have express or other noticethereof, except as otherwise provided by applicable law.

Section 6.7             Restriction on Transfer.  A restriction on thehypothecation, transfer or registration of the shares of the Corporation may beimposed either by these By-laws or by an agreement among any number ofstockholders or such holders and the Corporation. No restriction so imposedshall be binding with respect to those securities issued prior to the adoptionof the restriction unless the holders of such securities are parties to anagreement or voted in favor of the restriction.

Section 6.8             Transfer Agent and Registrars.The Boardshall have the power to appoint one or more transfer agents and registrars for thetransfer and registration of certificates of stock of any class, and mayrequire that stock certificates be countersigned and registered by one or moreof such transfer agents and registrars.

Section 6.9             Closing of Books.  The Board shall havethe power to close the stock transfer books of the Corporation for a period notexceeding sixty (60) days preceding the date of any meeting of stockholders orthe date for payment of any dividend or the date for allotment of rights or thedate when any change or conversion or exchange of capital stock shall go intoeffect; provided, that, in lieu of closing the stock transfer books, the Boardmay fix in advance a date, not exceeding sixty (60) days preceding the date ofany meeting of stockholders, or the date for payment of any dividend of thedate for allotment of rights, or the date when any change or conversion orexchange of capital stock shall go into effect, as a record date for thedetermination of stockholders entitled to notice of, and to vote at, any such meeting,or entitled to receive payment of any such dividends, or any such allotment ofrights, or to exercise the rights in respect of any such change, conversion orexchange of capital stock, and in such case

 

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onlystockholders of record on the date so fixed shall be entitled to such noticeof, and to vote at, such meeting, or to receive payment of such dividend, orallotment of rights, or exercise such rights, as the case may be, andnotwithstanding any transfer of any stock on the books of the Corporation afterany such record date fixed as herein provided.

 

# ARTICLE VIIGENERAL PROVISIONS

 

Section 7.1             Corporate Seal.  The Corporation mayadopt a seal in such form as the Board shall from time to time determine.

Section 7.2             Fiscal Year.  The fiscal year ofthe Corporation shall be as designated by the Board from time to time.

Section 7.3             Authorization.  All checks, notes,vouchers, warrants, drafts, acceptances and other orders for the payment ofmoneys of the Corporation shall be signed by such officer or officers or suchother person or persons as the Board may from time to time designate.

Section 7.4             Financial Reports.  Subject toapplicable law, financial statements or reports shall not be required to be sentto the stockholders of the Corporation, but may be so sent in the discretion ofthe Board, in which event the scope of such statements or reports shall bewithin the discretion of the Board, and such statements or reports shall not berequired to have been examined by or to be accompanied by an opinion of anaccountant or firm of accountants.

Section 7.5             Effect of By-laws.  No provision inthese By-laws shall vest any property right in any stockholder.

 

# ARTICLE VIIIQUALIFICATIONS OF DIRECTORS AND OFFICERS

 

Section 8.1             Definitions.For purposes of this ArticleVIII, the following terms shall have the following meanings:

### (a)           “Affiliate,” “Associate” and“control” shall have the respectivemeanings ascribed to such terms in Rule 12b-2 of the General Rules andRegulations under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”).

### (b)           “Principal Party” shall mean any person or entity that, pursuant to an agreement,understanding or otherwise, is represented by another person.

### (c)           “Regulatory Approvals”shall mean any governmental or regulatoryapprovals, agreements, permits, licenses or registrations of the Corporation orany of its subsidiaries necessary to the conduct of its business.

Section 8.2             Qualifications.  No person shallserve as a director or officer of the Corporation or shall be elected orappointed to serve in any such capacity if, in the good faith

 

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judgmentof the Board (by majority vote), there is a reasonable likelihood that serviceby such person as a director or officer (whether based on the qualifications ofsuch person or on the qualifications of any Affiliate, Associate or PrincipalParty of such person) will result in (i) the loss of any existing RegulatoryApprovals, (ii) the inability of the Corporation or any subsidiary to renew anyRegulatory Approvals or (iii) the inability of the Corporation or anysubsidiary to obtain new Regulatory Approvals.

Section 8.3             Determinations of the Board ofDirectors.  Anydetermination by the Board with respect to the qualifications of any persons toserve as a director or officer of the Corporation pursuant to this ArticleVIII, whether based on the qualifications of such person or the qualificationsof any Affiliate, Associate or Principal Party of such Person, shall, amongother things, take into account the involvement of any of such persons in legalactions or proceedings or governmental investigations. Persons, or theirAffiliates, Associates or Principal Parties, covered by Section 8.2 hereinshall include, but shall not be limited to, any (i) directors, officers oremployees of the Corporation or its subsidiaries whose actions the Board hasdetermined in good faith were detrimental to the maintenance, renewal oracquisition of the Regulatory Approvals, whether they resigned or weredismissed for cause, (ii) persons or entities who were convicted in criminalproceedings or are named defendants of pending criminal proceedings (excludingminor offenses) regulated by any federal, state or local governmental agency or(iii) persons or entities who are subject to any order, judgment, decree ordebarment, not subsequently reversed, suspended or vacated, of any court ofcompetent jurisdiction or governmental or regulatory authority, permanently ortemporarily enjoining them from, or otherwise limiting such person or entityfrom engaging in, any type of business practice relating to any other businessregulated by any federal, state or local governmental agency.

 

# ARTICLE IXAMENDMENTS TO AND EFFECT OF BY-LAWS

 

Section 9.1             Force and Effect of By-laws.These By-lawsare subject to the provisions of the Delaware Code and the Corporation’sCertificate of Incorporation, as it may be amended from time to time. If anyprovision in these By-laws is inconsistent with a provision in the DelawareCode or the Certificate of Incorporation, the provision of the Delaware Code orthe Certificate of Incorporation shall govern.

Section 9.2             Amendments to By-laws.  These By-laws may beamended or repealed and new By-laws may be adopted by the stockholders and/orthe Board. Any By-laws adopted, amended or repealed by the Board may be amendedor repealed by the stockholders.

 

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