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Exhibit 3.4 SECOND AMENDED AND RESTATED BYLAWS OF GAMETECH INTERNATIONAL, INC.,
a Delaware corporation As Adopted on March 9, 2004




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SECOND
AMENDED AND RESTATED
BYLAWS
OF
GAMETECH INTERNATIONAL, INC. TABLE OF CONTENTS PageArticle I MEETINGS OF STOCKHOLDERS
    
    
    1Section 1.1.
    
    Place of Meetings
    
    
    1Section 1.2.
    
    Annual Meetings
    
    
    1Section 1.3.
    
    Special Meetings
    
    
    1Section 1.4.
    
    Notice of Meetings
    
    
    1Section 1.5.
    
    Record Date
    
    
    1Section 1.6.
    
    Adjournments
    
    
    2Section 1.7.
    
    Quorum
    
    
    2Section 1.8.
    
    Organization
    
    
    2Section 1.9.
    
    Voting; Proxies
    
    
    3Section 1.10.
    
    List of Stockholders Entitled to Vote
    
    
    3Section 1.11.
    
    Action without a Meeting
    
    
    3Section 1.12.
    
    Notice for Nominations and Proposals
    
    
    4Section 1.13.
    
    Inspectors of Election
    
    
    5Article II DIRECTORS
    
    
    6Section 2.1.
    
    Powers of Directors
    
    
    6Section 2.2.
    
    Number, Election, and Term of Office
    
    
    6Section 2.3.
    
    Vacancies
    
    
    6Section 2.4.
    
    Regular Meetings of Directors
    
    
    6Section 2.5.
    
    Special Meetings of Directors
    
    
    6Section 2.6.
    
    Quorum; Vote Required for Action
    
    
    6Section 2.7.
    
    Action without a Meeting
    
    
    7Section 2.8.
    
    Telephone Participation in Meetings
    
    
    7Section 2.9.
    
    Organization
    
    
    7Section 2.10.
    
    Removal
    
    
    7Article III Committees
    
    
    7Section 3.1.
    
    Committees
    
    
    7Section 3.2.
    
    Committee Rules
    
    
    7Article IV OFFICERS
    
    
    8Section 4.1.
    
    Enumeration
    
    
    8Section 4.2.
    
    Chief Executive Officer or President
    
    
    8Section 4.3.
    
    Vice President
    
    
    8
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PageSection 4.4.
    
    Secretary
    
    
    8Section 4.5.
    
    Treasurer
    
    
    8Section 4.6.
    
    Other Officers and Assistant Officers
    
    
    8Section 4.7.
    
    Term and Compensation
    
    
    9Article V INDEMNIFICATION
    
    
    9Section 5.1.
    
    Directors and Officers
    
    
    9Section 5.2.
    
    Payment of Expenses
    
    
    9Section 5.3.
    
    Permissive Indemnification and Advancement of Expenses
    
    
    9Section 5.4.
    
    Basis of Rights; Other Rights
    
    
    10Section 5.5.
    
    Determination of Indemnification
    
    
    10Section 5.6.
    
    Insurance
    
    
    10Section 5.7.
    
    Definition - Company
    
    
    10Section 5.8.
    
    Definition - Authorized Representative
    
    
    11Article VI SHARES OF CAPITAL STOCK
    
    
    11Section 6.1.
    
    Issuance of Stock
    
    
    11Section 6.2.
    
    Stock Certificates
    
    
    11Section 6.3.
    
    Transfer of Stock
    
    
    11Section 6.4.
    
    Lost, Stolen, Destroyed, or Mutilated Certificates
    
    
    11Section 6.5.
    
    Regulations
    
    
    11Section 6.6.
    
    Holders of Record
    
    
    11Section 6.7.
    
    Restriction on Transfer
    
    
    12Article VII GENERAL PROVISIONS
    
    
    12Section 7.1.
    
    Corporate Seal
    
    
    12Section 7.2.
    
    Fiscal Year
    
    
    12Section 7.3.
    
    Waiver of Notice of Meetings of Stockholders, Directors and Committees
    
    
    12Section 7.4.
    
    Interested Directors; Quorum
    
    
    12Section 7.5.
    
    Form of Records
    
    
    13Section 7.6.
    
    Authorization
    
    
    13Section 7.7.
    
    Financial Reports
    
    
    13Section 7.8.
    
    Effect of Bylaws
    
    
    13Section 7.9.
    
    Manner of Notice
    
    
    13Article VIII AMENDMENTS
    
    
    13
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AMENDED AND RESTATED BYLAWS OF GAMETECH INTERNATIONAL, INC. ARTICLE I
MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders shall be held
at such place within or without the State of Delaware as shall be designated by
the Board of Directors or the person or persons calling the meeting. Section 1.2. Annual Meetings. If required by applicable law, an annual
meeting of the stockholders shall be held for the election of directors and the
transaction of such other business as may properly come before the meeting
after the close of the Companys fiscal year on such date and at such time as
shall be designated by resolution of the Board of Directors from time to time. Section 1.3. Special Meetings. Except as otherwise provided for or fixed
pursuant to the Certificate of Incorporation relating to the rights of the
holders of any series of preferred stock of the Company, special meetings of
stockholders may be called only by the Chairman of the Board of Directors, or
by the Board of Directors pursuant to a resolution adopted by the Board of
Directors, and may not be called by any other person or persons or in any other
manner. Section 1.4. Notice of Meetings. A written notice stating the place, date,
and hour of each meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called shall be given by, or at the direction
of, the Secretary or the person or persons authorized to call the meeting to
each stockholder 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
a greater period of time is required by law in a particular case. Section 1.5. Record Date. In order to determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which shall not precede
the date on which the Board of Directors so act and which shall not be more
than sixty (60) nor
less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action. If no record date is fixed: (i) 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 the day 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; and (ii) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which the first
written consent is expressed. A determination of stockholders




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of record
entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting. Section 1.6. Adjournments Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Company may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. Section 1.7. Quorum. Except as otherwise provided by law, the Certificate
of Incorporation or these Bylaws, at each meeting of stockholders the presence
in person or by proxy of the holders of shares of stock having a majority of
the votes which could be cast by the holders of all outstanding shares of stock
entitled to vote at the meeting shall be necessary and sufficient to constitute
a quorum. In the absence of a quorum, the stockholders so present may, by
majority vote, adjourn the meeting from time to time in the manner provided in
Section 1.6 of these Bylaws until a quorum shall attend. Shares of its own
stock belonging to the Company or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the Company, shall neither be entitled to
vote nor be counted for quorum purposes; provided, however, that the foregoing
shall not limit the right of the Company to vote stock, including but not
limited to its own stock, held by it in a fiduciary capacity. Section 1.8. Organization. Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the Chief Executive
Officer, or in his or her absence by the President, or in his or her absence by
a Vice President, or in the absence of the foregoing persons by a chairman
designated by the Board of Directors, or in the absence of such designation by
a chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his or her absence the chairman of the meeting may appoint any
person to act as secretary of the meeting. The date and time of the opening and
the closing of the polls for each matter upon which the stockholders will vote
at a
meeting shall be announced at the meeting by the person presiding over the
meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. 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, to prescribe such rules, regulations, and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations, or procedures, whether adopted
by the Board of Directors or prescribed 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 and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of
record of the Company, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting 2




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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 meeting of 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 the meeting 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 extent determined 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. Section 1.9. Voting; Proxies. Except as otherwise provided by the
Certificate of Incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder may revoke any
proxy which is not irrevocable by attending the meeting and voting in person or
by filing an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the Company. Voting at
meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the Certificate of Incorporation or these Bylaws, be decided by the vote
of the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock entitled to vote thereon which are
present in person or represented by proxy at the meeting. Section 1.10. List of Stockholders Entitled to Vote. The Secretary 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 stockholder and 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, as required by applicable law. Upon the
wilful neglect or refusal of the directors to produce such list at any meeting
for the election of directors held at a place, or to open such a list to
examination on a reasonably accessible electronic network during any meeting
for the election of directors held solely by means of remote communication,
they shall be ineligible for election to any office at such meeting. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders, or the books of the
Company, or to vote in person or by proxy at any meeting of stockholders. Section 1.11. Action without a Meeting. Any action required to be taken
at any annual or special meeting of stockholders of the Company, or any action
which may be taken at any annual or special meeting of the stockholders, may be
taken without a meeting, without prior 3




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notice, and without a vote, if a consent
or consents thereto in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the Company by delivery to its registered office in the
State of Delaware, its principal place of business, or an officer or agent of
the Company having custody of the book in which proceedings of meetings of
stockholders are recorded. Section 1.12. Notice for Nominations and Proposals. Nominations of
candidates for election as directors at any annual meeting of stockholders may
be made (a) by, or at the direction of, a majority of the Board of Directors or
a committee thereof, or (b) by any stockholder entitled to vote at such annual
meeting. Only persons nominated in accordance with the procedures set forth in
this Section 1.12 shall be eligible for election as directors at an annual
meeting. Ballots bearing the names of all the persons who have been nominated
for election as directors at an annual meeting in accordance with the
procedures set forth in this Section 1.12 shall be provided for use at the
annual meeting. Nominations shall be made pursuant to timely notice in writing to the Secretary
of the Company as set forth in this Section 1.12. To be timely, a stockholders
notice shall be delivered to, or mailed and received at, the principal offices
of the Company not less than 60 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders of the Company. Such
stockholders notice shall set forth: (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director (i)
the name, age, business address, and residence address of such person, and (ii)
the principal occupation or employment of such person; and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Companys books, of such stockholder and any other stockholders known by such
stockholder to be supporting such nominees, and (ii) the number of shares of
Company stock which are beneficially owned by such stockholder on the date of
such stockholder notice and, to the extent known, by any other stockholders
known by such stockholder to be supporting such
nominees on the date of such stockholder notice. At the request of the Board of
Directors, any person nominated by, or at the direction of, the Board for
election as a director at an annual meeting shall furnish to the Secretary of
the Company that information required to be set forth in a stockholders notice
of nomination which pertains to the nominee. Proposals, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Company as set forth in this Section 1.12. Such stockholders notice
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (a) a brief description of the proposal desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the Companys
books, of the stockholder proposing such business and, to the extent known, any
other stockholders known by such stockholder to be supporting such proposal,
(c) the number of shares of the Company stock which are beneficially owned by
the stockholder on the date of such stockholder notice and, to the extent
known, by any other stockholders known by such stockholder to be supporting
such proposal on the date of such stockholder notice, and (d) any financial
interest of the stockholder in such proposal (other than interests which all stockholders would have). 4




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The Board of Directors may reject any nomination by a stockholder or
stockholder proposal not timely made in accordance with the requirements of
this Section 1.12. If the Board of Directors, or a designated committee
thereof, determined that the information provided in a stockholders notice
does not satisfy the informational requirements of this Section 1.12 in any
respect, the Secretary of the Company shall notify such stockholder of the
deficiency in the notice. The stockholder shall have an opportunity to cure the
deficiency by providing additional information to the Secretary within such
period of time, not to exceed five days from the date such deficiency notice is
given to the stockholder, as the or such committee shall reasonably determine.
If the deficiency is not cured within such period, or if the Board of Directors
or such committee reasonably determined that the additional information
provided by the stockholder, together with information previously provided,
does not satisfy the requirements of this Section 1.12 in any respect, then the
Board of Directors may reject such stockholders nomination or proposal. The
Secretary of the Company shall notify a stockholder in writing whether such
stockholders nomination or proposal has been made in accordance with the time
and informational requirements of this Section 1.12. Notwithstanding the
procedures set forth in this paragraph, if neither the Board of Directors nor
such committee makes a determination as to the validity of any nominations or
proposals by a stockholder, the presiding officer of the annual meeting shall
determine and declare at the annual meeting whether the nomination or proposal
was made in accordance with the terms of this Section 1.12. If the presiding
officer determines that a nomination or proposal was made in accordance with
the terms of this Section 1.12, the presiding officer shall so declare at the
annual meeting and ballots shall be provided for use at the meeting with
respect to such nominee or proposal. If the presiding officer determines that a
nomination or proposal was not made in accordance with the terms of this
Section 1.12, the presiding shall so declare at the annual meeting and the
defective nomination or proposal shall be disregarded. Section 1.13. Inspectors of Election. The Company may, and shall if required by law, in advance of any meeting
of stockholders, appoint one or more inspectors of election, who may be
employees of the Company, to act at the meeting or any adjournment thereof and
to make a written report thereof. The Company may designate one or more persons
as alternate inspectors to replace any inspector who fails to act. In the event
that no inspector so appointed or designated is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to
the best of his or her ability. The inspector or inspectors so appointed or
designated shall (i) ascertain the number of shares of capital stock of the
Company outstanding and the voting power of each such share, (ii) determine the
shares of capital stock of the Company represented at the meeting and the
validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v) certify their
determination of the number of shares of capital stock of the Company
represented at the meeting and such inspectors count of all votes and ballots.
Such certification and report shall specify such other information as may be
required by law. In determining the validity and counting of proxies and
ballots cast at any meeting of stockholders of the Company, the inspectors may
consider such information as is permitted by applicable law. No person who is a 5




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candidate for an office at an election may serve as an inspector at such
election. ARTICLE II DIRECTORS
 Section 2.1. Powers of Directors. The business and affairs of the Company
shall be managed by or under the direction of the Board of Directors, which
shall exercise all powers that may be exercised or performed by the Company and
that are not by statute, the Certificate of Incorporation, or these Bylaws
directed to be exercised or performed by the stockholders. Section 2.2. Number, Election, and Term of Office. The Board of Directors
shall consist of not less than three (3) nor more than fifteen (15) members, as
fixed from time to time by resolution of the Board of Directors. The number of
directors may be increased or decreased from time to time as may be determined
by resolution of the Board of Directors, but no decrease in the number of
directors shall change the term of any director in office at the time thereof.
Except as hereinafter provided, directors shall be elected at the annual
meeting of stockholders, and each director shall hold office until his or her
successor is elected and qualified, or until his or her earlier resignation or
removal. Directors need not be stockholders. Section 2.3. Vacancies. Unless otherwise restricted by the Certificate of Incorporation and
except as otherwise provided for or fixed pursuant to the Certificate of
Incorporation relating to the rights of the holders of any series of preferred
stock of the Company, any newly created directorships resulting from any
increase in the authorized number of directors, and any vacancies on the Board
of Directors resulting from death, resignation, disqualification, or removal,
may be filled only by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum, and each director so
elected shall hold office until his or her successor is elected and qualified. Section 2.4. Regular Meetings of Directors. Regular meetings of the Board
of Directors shall be held at such time and place, within or without the State
of Delaware, as the Board of Directors shall from time to time determine, and
no notice shall be required to be given of any such regular meeting. Section 2.5. Special Meetings of Directors. Special meetings of the Board
of Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary,
or by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four (24) hours before the special meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors, and except as otherwise provided by these Bylaws, a
majority of the total number of directors shall constitute a quorum for the
transaction of business, and the vote of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors. 6




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Section 2.7. Action without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting, if all members of the Board or committee, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or committee. Section 2.8. Telephone Participation in Meetings. Members of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section shall constitute presence in person at such
meeting. Section 2.9. Organization. Meetings of the Board of Directors shall be presided over by the
Chairman of the Board, if any, or in his or her absence by the Vice Chairman of
the Board, if any, or in his or her absence by the Chief Executive Officer, or
in his or her absence by the President, or in their absence by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his or her absence the chairman of the meeting may appoint any person to act
as secretary of the meeting. Section 2.10. Removal. Any director or the entire Board of Directors may
be removed for cause by the holders of a majority of the shares then entitled
to vote at an election of directors, subject to any limitations required by
applicable law. ARTICLE III COMMITTEES
 Section 3.1. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Company. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the
business and affairs of the Company, and may authorize the seal of the Company
to be affixed to all pages which may require it. Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these Bylaws. 7




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ARTICLE IV OFFICERS
 Section 4.1. Enumeration. The officers of the Company shall be elected by
the Board of Directors and shall consist of a Chief Executive Officer and/or
President, such number of Vice Presidents (if any) as the Board of Directors
shall from time to time elect, a Secretary, a Treasurer, and such other
officers (if any) as the Board of Directors shall from time to time elect.
[The Board of Directors may at any time elect one of its members as Chairman of
the Board of the Company, who shall preside at meetings of the Board of
Directors and of the stockholders and shall have such powers and perform such
duties as shall from time to time be prescribed by the Board of Directors.] Section 4.2. Chief Executive Officer or President. The Chief Executive
Officer or President shall be the chief executive officer of the Company, and
shall have general and active charge and control over the business and affairs
of the Company, subject to the Board of Directors. If there shall be no
Chairman of the Board, or in his or her absence or inability to act, the Chief
Executive Officer or President shall preside at meetings of the Board of
Directors and of the stockholders. Section 4.3. Vice President. The Vice President or, if there shall be more
than one, the Vice Presidents, in the order of their seniority unless otherwise
specified by the Board of Directors, shall have all of the powers and perform
all of the duties of the Chief Executive Officer or President during the
absence or inability to act of the Chief Executive Officer or President. Each
Vice President shall also have such other powers and perform such other duties
as shall from time to time be prescribed by the Board of Directors or the Chief
Executive Officer or President. Section 4.4. Secretary. The Secretary shall record the proceedings of the
meetings of the stockholders and the Board of Directors in a book to be kept
for that purpose, and shall give notice as required by statute or these Bylaws
of all such meetings. The Secretary shall have custody of the seal of the
Company and of all books, records, and papers of the Company, except such as
shall be in the charge of the Treasurer or of some other person authorized to
have custody and possession thereof by resolution of the Board of Directors.
The Secretary shall also have such other powers and perform such other duties
as are incident to the office of the secretary of a corporation or as shall
from time to time be prescribed by, or pursuant to authority delegated by, the
Board of Directors. Section 4.5. Treasurer. The Treasurer shall keep full and accurate
accounts of the receipts and disbursements of the Company in books belonging to
the Company, shall deposit all moneys, and other valuable effects of the
Company in the name and to the credit of the Company in such depositories as
maybe designated by the Board of Directors, and shall also have such other
powers and perform, such other duties as are incident to the office of the
treasurer of a corporation or as shall from time to time be prescribed by, or
pursuant to authority delegated by, the Board of Directors. Section 4.6. Other Officers and Assistant Officers. The powers and duties
of each other officer or assistant officer who may from time to time be chosen
by the Board of 8




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Directors shall be as specified by, or pursuant to authority
delegated by, the Board of Directors at the time of the appointment of
such other officer or assistant officer or from time to time thereafter. In
addition, each officer designated as an assistant officer shall assist in the
performance of the duties of the officer to which he or she is assistant, and
shall have the powers and perform the duties of such officer during the absence
or inability to act of such officer. Section 4.7. Term and Compensation. Officers shall be elected by the Board
of Directors from time to time, to serve at the pleasure of the Board. Each
officer shall hold office until his or her successor is elected and qualified,
or until his or her earlier resignation or removal. The compensation of all
officers shall be fixed by, or pursuant to authority delegated by, the Board of
Directors from time to time. ARTICLE V INDEMNIFICATION
 Section 5.1. Directors and Officers. The Company shall indemnify, to the
fullest extent permitted by Delaware law, as the same exists or may hereafter
be amended, each director or officer of the Company who was or is made a party
to or witness in or is threatened to be made a party to or a witness in any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he is or
was an authorized representative of the Company, against all expenses
(including attorneys fees and disbursements), judgments, fines (including
excise taxes and penalties), and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding. Section 5.2. Payment of Expenses. The Company shall pay expenses
(including attorneys fees and disbursements) incurred by a director or officer
of the Company referred to in Section 5.1 hereof in defending or appearing as a
witness in any civil or criminal action, suit, or proceeding described in
Section 5.1 hereof in advance of the final disposition of such action, suit, or
proceeding. The expenses incurred by such director or officer in his capacity
as a director or officer of the Company shall be paid by the Company in advance
of the final disposition of such action, suit, or proceeding only upon receipt
of an undertaking by or on behalf of such director or officer to repay all
amounts in advance if it shall ultimately be determined that he is not entitled
to be indemnified by the Company because he has not met the standard or conduct
set forth in the first sentence of Section 5.5 hereof. Section 5.3. Permissive Indemnification and Advancement of Expenses. The
Company may, as determined by the Board of Directors from time to time,
indemnify to the fullest extent now or hereafter permitted by law, any person
who was or is a party to or a witness in or is threatened to be made a party to
or a witness in, or is otherwise involved in, any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he
is or was an authorized representative of the Company, against all expenses
(including attorneys fees and disbursements), judgments, fines (including
excise taxes and penalties), and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding.
Subject to the limitations as are set forth in Section 5.2 hereof, the Company
may, as 9




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determined by the Board of Directors from time to time, pay expenses
incurred by any such person by reason of his participation in an action, suit,
or proceeding referred to in this Section 5.3 in advance of the final
disposition of such action, suit, or proceeding. Section 5.4. Basis of Rights; Other Rights. Each director and officer of
the Company shall be deemed to act in such capacity in reliance upon such
rights of indemnification and advancement of expenses as are provided in this
Article. The rights of indemnification and advancement of expenses provided by
this Article shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement of expenses may be entitled under
any agreement, vote of stockholders or disinterested directors, statute or
otherwise, both as to action in such persons official capacity and as to
action in another capacity while holding such office or position, and shall
continue as to a person who has ceased to be an authorized representative of
the Company and shall inure to the benefit of the heirs, executors, and
administrators of such person. Section 5.5. Determination of Indemnification. Any indemnification under
this Article shall be made by the Company only as authorized in the specific
case upon a determination that indemnification of the authorized representative
is proper in the circumstances because such person has acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, did not believe his conduct was unlawful. Such determination shall
be made (1) by a majority vote of the directors who are not parties to such
action, suit, or proceeding, even though less than a quorum, or (2) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (3) by the stockholders. The termination of
any action, suit, or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or proceeding, had
reason to believe that such persons conduct was unlawful. Section 5.6. Insurance. The Company may purchase and maintain insurance on
behalf of each director and officer against any liability asserted against or
incurred by such director or officer in any capacity, or arising out of such
directors or officers status as such, whether or not the Company would have
the power to indemnify such director or officer against such liability under
the provisions of this Article. The Company shall not be required to maintain
such insurance if it is not available on terms satisfactory to the Board of
Directors of if, in the business judgment of the Board of Directors, either (i)
the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (ii) the coverage provided
by such insurance is so limited by exclusions that there is insufficient
benefit from such insurance. The Company may purchase and maintain insurance on
behalf of any person referred to in Section 5.3 hereof against any liability
asserted against or incurred by such person in any capacity, whether or not the
Company would have the power to indemnify such person against such liability
under the provisions of this Article. Section 5.7.
Definition - Company. For purposes of this Article,
references to the Company shall include, in addition to the resulting
corporation, and constituent corporation (including any constituent of a
constituent) absorbed in consolidation or merger which, if its 10




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separate
existence had continued, would have had power and authority to indemnify its
authorized representatives so that any person who is or was an authorized
representative of such constituent corporation shall stand in the same position
under this Article with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued. Section 5.8.
Definition - Authorized Representative. For the purposes of
this Article, the term authorized representative shall mean a director,
officer, employee, or agent of the Company or of any subsidiary of the Company,
or a trustee, custodian, administrator, committee member, or fiduciary of any
employee benefit plan established and maintained by the Company or by any
subsidiary of the Company, or a person serving another corporation,
partnership, joint venture, trust, or other enterprise in any of the foregoing
capacities at the request of the Company. ARTICLE VI SHARES OF CAPITAL STOCK
 Section 6.1. Issuance of Stock. Shares of capital stock of any class now
or hereafter authorized, securities convertible into or exchangeable for such
stock, or options or other rights to purchase such stock or securities may be
issued or granted in accordance with authority granted by resolution of the
Board of Directors. Section 6.2. Stock Certificates. Certificates for shares of the capital
stock of the Company shall be in the form adopted by the Board of Directors,
shall be signed by the Chief Executive Officer or President and by the
Secretary or Treasurer, and may be sealed with the seal of the Company. All
such certificates shall be numbered consecutively, and the name of the person
owning the shares represented thereby, with the number of such shares and the
date of issue, shall be entered on the books of the Company. Section 6.3. Transfer of Stock. Shares of capital stock of the Company shall be transferred only on the
books of the Company, by the holder of record in person or by the holders duly
authorized representative, upon surrender to the Company of the certificate for
such shares duly endorsed for transfer, together with such other documents (if
any) as may be required to effect such transfer. Section 6.4. Lost, Stolen, Destroyed, or Mutilated Certificates. New stock
certificates may be issued to replace certificates alleged to have been lost,
stolen, destroyed, or mutilated, upon such terms and conditions, including
proof of loss or destruction, and the giving of a satisfactory bond of
indemnity, as the Board of Directors from time to time may determine. Section 6.5. Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations not inconsistent with these
Bylaws as it may deem expedient concerning the issue, transfer, and
registration of shares of capital stock of the Company. Section 6.6. Holders of Record. The Company shall be entitled to treat the
holder of record of any share or shares of capital stock of the Company as the
holder and owner 11




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in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to, or right, title, or interest in,
such share or shares on the part of any other person, whether or not the
Company shall have express or other notice thereof, except as otherwise
provided by the laws of the State of Delaware. Section 6.7. Restriction on Transfer. A restriction on the hypothecation,
transfer, or registration of transfer of shares of the Company may be imposed
either by these Bylaws or by agreement among stockholders of the Company. No
restriction so imposed shall be binding with respect to those securities issued
prior to the adoption of the restriction unless the holders of such securities
are parties to an agreement or voted in favor of the restriction. ARTICLE VII GENERAL PROVISIONS
 Section 7.1. Corporate Seal. The Company may adopt a seal in such form as
the Board of Directors shall from time to time determine. Section 7.2. Fiscal Year. The fiscal year of the Company shall be as
designated by the Board of Directors from time to time. Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and
Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the 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. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice. Section 7.4. Interested Directors; Quorum. No contract or transaction
between the Company and one or more of its directors or officers, or between
the Company and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his, her, or
their votes are counted for such purpose, if: (1) the material facts as to his
or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the
Board of Directors or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or
(2) the material facts as to his or her relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or (3) the contract or transaction is
fair as to the corporation as of the time it is authorized, approved, or
ratified by the Board of Directors, a committee thereof, or the stockholders.
Common or interested directors 12




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may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction. Section 7.5. Form of Records. Any records maintained by the Company in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible form
within a reasonable time. The Company shall so convert any records so kept upon
the request of any person entitled to inspect the same. Section 7.6. Authorization. All checks, notes, vouchers, warrants, drafts,
acceptances, and other orders for the payment of moneys of the Company shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate. Section 7.7. Financial Reports. Financial statements or reports shall not
be required to be sent to the stockholders of the Company, but may be so sent
in the discretion of the Board of Directors, in which event the scope of such
statements or reports shall be within the discretion of the Board of Directors,
and such statements or reports shall not be required to have been examined by
or to be accompanied by an opinion of an accountant or firm of accountants. Section 7.8. Effect of Bylaws. No provision in these Bylaws shall vest any
property right in any stockholder. Section 7.9. Manner of Notice. Except as otherwise provided herein or
permitted by applicable law, notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the Company. Notice to directors may
be given by telegram, telecopier, telephone, or other means of electronic
transmission. ARTICLE VIII AMENDMENTS
 Unless otherwise restricted by the Certificate of Incorporation, the
authority to adopt, amend, or repeal Bylaws of the Company is expressly
conferred upon the Board of Directors, which may take such action by the
affirmative vote of a majority of the whole Board of Directors at any regular
or special meeting duly convened after notice of that purpose, subject always
to the power of the stockholders to adopt, amend, or repeal the Bylaws. 13