By-Laws of the Company



 






Exhibit 4.1




BY-LAWS

OF

VECTOR GROUP LTD.

EFFECTIVE JANUARY 1, 2006

(A Delaware Corporation)




ARTICLE I




Offices




     SECTION 1. Registered Office. The registered office of the Corporation within the
State of Delaware shall be in the City of Wilmington, County of New Castle.



     SECTION 2. Other Offices. The Corporation may also have an office or offices other
than said registered office at such place or places, either within or without the State of
Delaware, as the Board of Directors shall from time to time determine or the business of the
Corporation may require.



ARTICLE II




Meetings of Stockholders




     SECTION 1. Place of Meetings. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at any such place, either within or without the
State of Delaware, as shall be designated from time to time by the Board of Directors and stated in
the notice of meeting or in a duly executed waiver thereof.



     SECTION 2. Annual Meeting. The annual meeting of stockholders shall be held at such
date and time as shall be designated from time to time by the Board of Directors and stated in the
notice of meeting or in a duly executed waiver thereof. At such annual meeting, the stockholders
shall elect, by a plurality vote, a Board of Directors and transact such other business as may
properly be brought before the meeting.



     SECTION 3. Special Meetings. Special meetings of stockholders, unless otherwise
prescribed by statute, may be called at any time by the Board of Directors or by the Chairman of
the Board or the President and shall be called by the Secretary upon the request in writing of a
stockholder or stockholders holding of record at least 25 percent of the voting power of the issued
and outstanding shares of stock of the Corporation entitled to vote at such meeting.



 









 





     SECTION 4. Notice of Meetings. Except as otherwise expressly required by statute,
written notice of each annual and special meeting of stockholders stating the date, place and hour
of the meeting, and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be given to each stockholder of record entitled to vote thereat not less
than ten nor more than sixty days before the date of the meeting. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the notice. Notice
shall be given personally or by mail and, if by mail, shall be sent in a postage prepaid envelope,
addressed to the stockholder at his address as it appears on the records of the Corporation.
Notice by mail shall be deemed given at the time when the same shall be deposited in the United
States mail, postage prepaid. Notice of any meeting shall not be required to be given to any
person who attends such meeting, except when such person attends the meeting in person or by proxy
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, or who, either before or after the
meeting, shall submit a signed written waiver of notice, in person or by proxy. Neither the
business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need
be specified in any written waiver of notice.



     SECTION 5. List of Stockholders. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of 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,
during ordinary business hours, for a period of at least ten days prior to the meeting, either at a
place within the city, town or village where the meeting is to be held, which place shall be
specified in the notice of meeting, or, if not specified, at the place where the meeting is to be
held. The list shall be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.



     SECTION 6. Quorum, Adjournments. The holders of a majority of the voting power of
the issued and outstanding stock of the Corporation entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business at all meetings of
stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented by proxy at any meeting of stockholders,
the stockholders entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at
which a quorum shall be present or represented by proxy, any business may be transacted which might
have been transacted at the meeting as originally called. If the adjournment is for more than
thirty days, or, if after adjournment a new record date is set, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.



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     SECTION 7. Organization. At each meeting of stockholders, the Chairman of the Board
or, in his absence, the President shall act as chairman of the meeting. The Secretary or, in his
absence or inability to act, the person whom the chairman of the meeting shall appoint secretary
of the meeting shall act as secretary of the meeting and keep the minutes thereof.



     SECTION 8. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.



     SECTION 9. Voting. Except as otherwise provided by statute or the Certificate of
Incorporation, each stockholder of the Corporation shall be entitled at each meeting of
stockholders to one vote for each share of capital stock of the Corporation standing in his name
on the record of stockholders of the Corporation:




     (a) on the date fixed pursuant to the provisions of Section 7 of Article V of
these By-Laws as the record date for the determination of the stockholders who shall
be entitled to notice of and to vote at such meeting; or




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


Each stockholder entitled to vote at any meeting of stockholders may authorize another person or
persons to act for him by a proxy signed by such stockholder or his attorney-in-fact, but no proxy
shall be voted after three years from its date, unless the proxy provides for a longer period. Any
such proxy shall be delivered to the secretary of the meeting prior to the time designated in the
order of business for so delivering such proxies. When a quorum is present at any meeting, the
vote of the holders of a majority of the voting power of the issued and outstanding stock of the
Corporation entitled to vote thereon, present in person or represented by proxy, shall decide any
question brought before such meeting, unless the question is one upon which by express provision of
statute or of the Certificate of Incorporation or of these By-Laws, a different vote is required,
in which case such express provision shall govern and control the decision of such question.
Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote
on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if by such proxy, and shall state the number of shares voted.




     SECTION 10. Inspectors. The Board of Directors may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If
any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall,
or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or
more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality
and according to the best of his ability. The inspectors shall determine the number



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of shares of capital stock of the Corporation outstanding and the voting power of each, the
number of shares represented at the meeting, the existence of a quorum, the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the results, and do such acts as are proper to conduct the election or vote
with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall
make a report in writing of any challenge, request or matter determined by them and shall execute a
certificate of any fact found by them. No director or candidate for the office of director shall
act as an inspector of an election of directors. Inspectors need not be stockholders.



     SECTION 11. Action by Consent. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any corporate action, by any
provision of statute or of the Certificate of Incorporation or of these By-Laws, the meeting and
vote of stockholders may be dispensed with, and the action taken without such meeting and vote, if
a consent 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 of stock of the Corporation entitled
to vote thereon were present and voted.



ARTICLE III




Board of Directors




     SECTION 1. General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The Board of Directors may exercise
all such authority and powers of the Corporation and do all such lawful acts and things as are not
by statute or the Certificate of Incorporation directed or required to be exercised or done by the
stockholders.



     SECTION 2. Number, Qualifications, Election and Term of Office. The number of
directors may be fixed, from time to time, by the affirmative vote of a majority of the entire
Board of Directors or by action of the stockholders of the Corporation. Any decrease in the number
of directors shall be effective at the time of the next succeeding annual meeting of stockholders
unless there shall be vacancies in the Board of Directors, in which case such decrease may become
effective at any time prior to the next succeeding annual meeting to the extent of the number of
such vacancies. Directors need not be stockholders. Except as otherwise provided by statute or
these By-Laws, the directors shall be elected at the annual meeting of stockholders. Each director
shall hold office until his successor shall have been elected and qualified, or until his death, or
until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws.



     SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be held at
such place or places, within or without the State of Delaware, as the Board of Directors may from
time to time determine or as shall be specified in the notice of any such meeting.



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     SECTION 4. Annual Meeting. The Board of Directors shall meet for the purpose of the
election of officers and the transaction of other business, as soon as practicable after each
annual meeting of stockholders, on the same day and at the same place where such annual meeting
shall be held. Notice of such meeting need not be given. In the event such annual meeting is not
so held, the annual meeting of the Board of Directors may be held at such other time or place
(within or without the State of Delaware) as shall be specified in a notice thereof given as
hereinafter provided in Section 7 of this Article III.



     SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be
held at such time and place as the Board of Directors may fix. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at the same hour on the next succeeding
business day. Notice of regular meetings of the Board of Directors need not be given except as
otherwise required by statute or these By-Laws.



     SECTION 6. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board or by two or more directors of the Corporation or by the
President.



     SECTION 7. Notice of Meetings. Notice of each special meeting of the Board of
Directors (and of each regular meeting for which notice shall be required) shall be given by the
Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time and
place of the meeting. Except as otherwise required by these By-Laws, such notice need not state
the purposes of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to
each director, addressed to him at his residence or usual place of business, by first class mail,
at least two days before the day on which such meeting is to be held, or shall be sent addressed to
him at such place by telegraph, cable, telex, telecopier or other similar means, or be delivered
to him personally or be given to him by telephone, email or other similar means, at least
twenty-four hours before the time at which such meeting is to be held. Notice of any such meeting
need not be given to any director who shall, either before or after the meeting, submit a signed
waiver of notice or who shall attend such meeting, except when he shall attend 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.



     SECTION 8. Quorum and Manner of Acting. A majority of the entire Board of Directors
shall constitute a quorum for the transaction of business at any meeting of the Board of Directors
and, except as otherwise expressly required by statute or the Certificate of Incorporation or these
By-Laws, the act 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. In the absence of a
quorum at any meeting of the Board of Directors, a majority of the directors present thereat may
adjourn such meeting to another time and place. Notice of the time and place of any such adjourned
meeting shall be given to all of the directors unless such time and place were announced at the
meeting at which the adjournment was taken, in which case such notice shall only be given to the
directors who were not present thereat. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the



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meeting as originally called. The directors shall act only as a Board and the individual directors
shall have no power as such.



     SECTION 9. Organization. At each meeting of the Board of Directors, the Chairman of
the Board or, in the absence of the Chairman of the Board, the President (or, in his absence,
another director chosen by a majority of the directors present) shall act as chairman of the
meeting and preside thereat. The Secretary or, in his absence, any person appointed by the
Chairman of the Board shall act as secretary of the meeting and keep the minutes thereof.



     SECTION 10. Resignations. Any director of the Corporation may resign at any time by
giving written notice of his resignation to the Corporation. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.



     SECTION 11. Vacancies. Any vacancy in the Board of Directors, whether arising from
death, resignation, removal (with or without cause), an increase in the number of directors or any
other cause, may be filled by the vote of a majority of the directors then in office, though less
than a quorum, or by the sole remaining director or by the stockholders at the next annual meeting
thereof or at a special meeting thereof. Each director so elected shall hold office until his
successor shall have been elected and qualified.



     SECTION 12. Removal of Directors. Any director may be removed, either with or
without cause, at any time, by the holders of a majority of the voting power of the issued and
outstanding capital stock of the Corporation entitled to vote at an election of directors.



     SECTION 13. Compensation. The Board of Directors shall have authority to fix the
compensation, including fees and reimbursement of expenses, of directors for services to the
Corporation in any capacity.



     SECTION 14. Committees. The Board of Directors may, by resolution passed by a
majority of the entire Board of Directors, designate one or more committees, including an executive
committee, each committee to consist of one or more of the directors of the Corporation. 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 addition, in the
absence or disqualification of a member of a committee, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Except to the extent restricted by statute or the
Certificate of Incorporation, each such committee, to the extent provided in the resolution
creating it, shall have and may exercise all the powers and authority of the Board of Directors and
may authorize the seal of the Corporation to be affixed to all papers which require it. Each such
committee shall serve at the pleasure of the Board of Directors and have such name as may be
determined from time to time by resolution adopted by



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the Board of Directors. Each committee shall keep regular minutes of its meetings and report the
same to the Board of Directors.



     SECTION 15. Action by Consent. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of Directors or any
committee thereof may be taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of the Board of Directors or such committee, as the case may
be.



     SECTION 16. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors or any committee thereof may
participate in a meeting of the Board of Directors or such committee by means of a conference
telephone or similar communications equipment by means of which all persons participating in the
meeting can hear each other. Participation by such means shall constitute presence in person at a
meeting.



ARTICLE IV




Officers




     SECTION 1. Number and Qualifications. The officers of the Corporation shall be
elected by the Board of Directors and shall include the Chairman of the Board (who may be
designated Executive Chairman of the Board if serving as an employee of the Corporation), the
President, one or more Vice-Presidents (any one or more of whom may be designated Executive Vice
President or Senior Vice President), the Secretary and the Treasurer. If the Board of Directors
wishes, it may also elect other officers (including one or more Assistant Treasurers and one or
more Assistant Secretaries) as may be necessary or desirable for the business of the Corporation.
Any two or more offices may be held by the same person, and no officers except the Chairman of the
Board and the President need be a director. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified, or until his death, or until he shall have
resigned or have been removed, as hereinafter provided in these By-Laws.



     SECTION 2. Resignations. Any officer of the Corporation may resign at any time by
giving written notice of his resignation to the Corporation. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of
any such resignation shall not be necessary to make it effective.



     SECTION 3. Removal. Any officer of the Corporation may be removed, either with or
without cause, at any time, by the Board of Directors at any meeting thereof.



     SECTION 4. Chairman of the Board. The Chairman of the Board, if present, shall
preside at each meeting of the Board of Directors or the stockholders. He shall perform all



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duties incident to the office of Chairman of the Board, and shall perform such other duties as may
from time to time be assigned to him by the Board of Directors.



     SECTION 5. The President. The President shall be the chief executive officer of the
Corporation. He shall, in the absence of the Chairman of the Board, preside at each meeting of the
Board of Directors or the stockholders. He shall perform all duties incident to the office of
President and chief executive officer of the Corporation and such other duties as may from time to
time be assigned to him by the Board of Directors. During the absence or disability of the
Chairman of the Board, the President shall, except as otherwise directed by the Board of Directors,
perform the duties and exercise the powers of the Chairman of the Board.



     SECTION 6. Vice-President. Each Vice-President shall perform all such duties as from
time to time may be assigned to him by the Board of Directors, the Chairman of the Board or the
President. The Board of Directors may add to the title of any Vice President such distinguishing
designation as may be desirable, which may reflect seniority, duties or responsibilities of such
Vice President. During the absence or disability of the Chairman of the Board and the President,
one or more Vice Presidents may be designated by the Board of Directors to perform the duties and
exercise the powers of the Chairman of the Board and the President.



     SECTION 7. Treasurer. The Treasurer shall




     (a) have charge and custody of, and be responsible for, all the funds and
securities of the Corporation;




     (b) keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation;




     (c) deposit all moneys and other valuables to the credit of the Corporation in
such depositories as may be designated by the Board of Directors or pursuant to its
direction;




     (d) receive, and give receipts for, moneys due and payable to the Corporation
from any source whatsoever;




     (e) disburse the funds of the Corporation and supervise the investments of its
funds, taking proper vouchers therefor;




     (f) render to the Board of Directors, whenever the Board of Directors may
require, an account of the financial condition of the Corporation; and




     (g) in general, perform all duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the Board of Directors.



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     SECTION 8. Secretary. The Secretary shall




     (a) keep or cause to be kept in one or more books provided for the purpose, the
minutes of all meetings of the Board of Directors, the committees of the Board of
Directors and the stockholders;




     (b) see that all notices are duly given in accordance with the provisions of
these By-Laws and as required by law;




     (c) be custodian of the records and the seal of the Corporation and affix and
attest the seal to all certificates for shares of the Corporation (unless the seal
of the Corporation on such certificates shall be a facsimile, as hereinafter
provided) and affix and attest the seal to all other documents to be executed on
behalf of the Corporation under its seal;




     (d) see that the books, reports, statements, certificates and other documents
and records required by law to be kept and filed are properly kept and filed; and




     (e) in general, perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him by the Board of Directors.



     SECTION 9. The Assistant Treasurer. The Assistant Treasurer, or if there shall be
more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election), shall, in the absence of the
Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as from time to time may be assigned by
the Board of Directors.



     SECTION 10. The Assistant Secretary. The Assistant Secretary, or if there be more
than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there
be no such determination, then in the order of their election) shall, in the absence of the
Secretary or in the event of his inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as from time to time may be assigned by
the Board of Directors.



     SECTION 11. Officers’ Bonds or Other Security. If required by the Board of
Directors, any officer of the Corporation shall give a bond or other security for the faithful
performance of his duties, in such amount and with such surety as the Board of Directors may
require.



     SECTION 12. Compensation. The compensation of the officers of the Corporation for
their services as such officers, shall be fixed from time to time by the Board of Directors. An



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officer of the Corporation shall not be prevented from receiving compensation by reason of the fact
that he is also a director of the Corporation.



ARTICLE V




Stock Certificates and Their Transfer




     SECTION 1. Stock Certificates. Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of
the Board or the President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned
by him in the Corporation. If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof and the
qualifications, limitations or restriction of such preferences and/or rights shall be set forth in
full or summarized on the face or back of the certificate which the Corporation shall issue to
represent such class or series of stock, provided that, except as otherwise provided in Section 202
of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which the Corporation shall issue to
represent such class or series of stock, a statement that the Corporation will furnish without
charge to each stockholder who so requests the designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.



     SECTION 2. Facsimile Signatures. Any or all of the signatures on a certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of issue.



     SECTION 3. Lost Certificates. The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed
certificate or certificates, or his legal representative, to give the Corporation a bond in such
sum as it may direct sufficient to indemnify it against any claim that may be made against the
Corporation on account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.



     SECTION 4. Transfers of Stock. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its records; provided, however, that the Corporation shall be



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entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer
of stock shall be made for collateral security, and not absolutely, it shall be so expressed in
the entry of transfer if, when the certificates are presented to the Corporation for transfer,
both the transferor and the transferee request the Corporation to do so.



     SECTION 5. Transfer Agents and Registrars. The Board of Directors may appoint, or
authorize any officer or officers to appoint, one or more transfer agents and one or more
registrars.



     SECTION 6. Regulations. The Board of Directors may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of the Corporation.



     SECTION 7. Fixing the Record Date. In order that the Corporation may 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, or entitled to
receive payment of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or for the purpose
of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty
days prior to any other action. A determination of stockholders 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 8. Registered Stockholders. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its records as the owner of shares of stock to
receive dividends and to vote as such owner, shall be entitled to hold liable for calls and
assessments a person registered on its records as the owner of shares of stock, and shall not be
bound to recognize any equitable or other claim to or interest in such share or shares of stock on
the part of any other person, whether or not it shall have express or other notice thereof, except
as otherwise provided by the laws of Delaware.



ARTICLE VI




Indemnification of Directors and Officers




     SECTION 1. General. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was or has agreed to become a
director, officer, employee or agent of the Corporation, or is or was serving or has agreed to
serve at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise or by reason of any action
alleged to have been taken or omitted in such capacity, against costs, charges, expenses (including attorneys’ fees),



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judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or on his behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.



     SECTION 2. Derivative Actions. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact
that he is or was or has agreed to become a director, officer, employee or agent of the
Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason or any action alleged to have been taken or omitted in such
capacity, against costs, charges and expenses (including attorneys’ fees) actually and reasonably
incurred by him or on his behalf in connection with the defense or settlement of such action or
suit and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the Corporation unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such costs, charges and
expenses which the Court of Chancery or such other court shall deem proper.



     SECTION 3. Indemnification in Certain Cases. Notwithstanding the other provisions of
this Article VI, to the extent that a director, officer, employee or agent of the Corporation has
been successful on the merits or otherwise, including without limitation, the dismissal of an
action without prejudice, in defense of any action, suit or proceeding referred to in Sections 1
and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be
indemnified against all costs, charges and expenses (including attorneys’ fees) actually and
reasonably incurred by him or on his behalf in connection therewith.



     SECTION 4. Procedure. Any indemnification under Sections 1 and 2 of this Article VI
(unless ordered by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer, employee or agent is
proper in the circumstances because he has met the applicable standard of conduct set forth in such
Sections 1 and 2. Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action, suit or proceeding
(the “Continuing Directors”), or (b) if such a quorum of disinterested Continuing



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Directors is not obtainable, or, even if obtainable a quorum of disinterested Continuing Directors
so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.



     SECTION 5. Advances for Expenses. Costs, charges and expenses (including attorneys’
fees) incurred by a person referred to in Sections 1 and 2 of this Article VI in defending a civil
or criminal action, suit or proceeding shall be paid the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay all amounts so advanced in the event that it
shall ultimately be determined that such director, officer, employee or agent is not entitled to be
indemnified by the Corporation as authorized in this Article VI. Such costs, charges and expenses
incurred by other employees and agents may be so paid upon such terms and conditions, if any, as
the majority of the Continuing Directors deems appropriate. The majority of the Continuing
Directors may, in the manner set forth above, and upon approval of such director, officer,
employer, employee or agent of the Corporation, authorize the Corporation’s counsel to represent
such person, in any action, suit or proceeding, whether or not the Corporation is a party to such
action, suit or proceeding.



     SECTION 6. Procedure for Indemnification. Any indemnification under Sections 1, 2
and 3, or advance of costs, charges and expenses under Section 5 of this Article VI, shall be made
promptly, and in any event within 60 days upon the written request of the director, officer,
employee or agent. The right to indemnification or advances as granted by this Article VI shall be
enforceable by the director, officer, employee or agent in any court of competent jurisdiction, if
the Corporation denies such request, in whole or in part, or if no disposition thereof is made
within 60 days. Such person’s costs and expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charge and expenses under Section 5 of this
Article VI where the required undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in Sections 1 or 2 of this Article VI, but
the burden of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, its independent legal counsel, and its stockholders)
to have made a determination prior to the commencement of such action that indemnification of the
claimant is proper in the circumstances because he has met the applicable standard of conduct set
forth in Sections 1 or 2 of this Article VI, nor the fact that there has been an actual
determination by the Corporation (including its Board of Directors, its independent legal counsel,
and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met such applicable
standard of conduct.



     SECTION 7. Other Rights; Continuation of Right to Indemnification. The
indemnification and advancement of expenses provided by this Article VI shall not be deemed
exclusive of any other rights to which a person seeking indemnification or advancement of expenses
may be entitled under any law (common or statutory), by-law, agreement, vote of stockholders, or
disinterested directors or otherwise, both as to action in his official capacity and as to action
in another capacity while holding office or while employed by or acting as agent for



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the Corporation, and shall continue as to a person who has ceased to be a director, officer,
employee or agent, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person. If the Delaware General Corporation Law is hereafter amended to
permit the Corporation to indemnify directors and officers to a greater extent than otherwise
permitted by this Article VI, the Corporation shall indemnify directors and officers to such
greater extent. All rights to indemnification under this Article VI shall be deemed to be a
contract between the Corporation and each director, officer, employee or agent of the Corporation
who serves or served in such capacity at any time while this Article VI is in effect. Any repeal
or modification of this Article VI or any repeal or modification of relevant provisions of Delaware
General Corporation Law or any other applicable laws shall not in any way diminish any rights to
indemnification of such director, officer, employee or agent of the Corporation who serves or
served in such capacity at any time while this Article VI is in effect. Any repeal or modification
of this Article VI or any repeal or modification of relevant provisions of Delaware General
Corporation Law or any other applicable laws shall not in any way diminish any rights to
indemnification of such director, officer, employee or agent or the obligations of the Corporation
arising hereunder with respect to any action, suit or proceeding arising out of, or relating to,
any actions, transactions or facts occurring prior to the final adoption of such modification or
repeal. For the purposes of this Article VI, references to “the Corporation” include all
constituent corporations absorbed in a consolidation or merger as well as the resulting or
surviving corporation, so that any person who is or was a director, officer, employee or agent of
such a constituent corporation or is or as serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise shall stand in the same position under the provisions of this Article VI, with
respect to the resulting or surviving corporation, as he would if he had served the resulting or
surviving corporation in the same capacity.



     SECTION 8. Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him or on his behalf in
any such capacity, or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the Provisions of this Article VI;
provided, however, that such insurance is available on acceptable terms, which determination shall,
be made by a vote of a majority of the Continuing Directors.



     SECTION 9. Savings Clause. If this Article VI or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director, officer, employee and agent of the Corporation as to costs,
charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article VI that shall not have been invalidated and to
the full extent permitted by applicable law.



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ARTICLE VII




General Provisions




     SECTION 1. Dividends. Subject to the provisions of statute and the Certificate of
Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the
Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property
or in shares of stock of the Corporation, unless otherwise provided by statute or the Certificate
of Incorporation.



     SECTION 2. Reserves. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the Board of Directors
may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors may think conducive to the
interests of the Corporation. The Board of Directors may modify or abolish any such reserves in
the manner in which it was created.



     SECTION 3. Seal. The seal of the Corporation shall be in such form as shall be
approved by the Board of Directors.



     SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be fixed, and once
fixed, may thereafter be changed, by resolution of the Board of Directors.



     SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for
the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the
Corporation by such officer, officers, person or persons as from time to time may be designated by
the Board of Directors or by an officer or officers authorized by the Board of Directors to make
such designation.



     SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may authorize
any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter
into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific instances.



     SECTION 7. Voting of Stock in Other Corporations Etc. Unless otherwise provided by
resolution of the Board of Directors, the Chairman of the Board, the President, any Vice President
or the Secretary, from time to time, may (or may appoint one or more attorneys or agents to) cast
the votes or give the consents which the Corporation may be entitled to cast or give as a
shareholder, member, partner or otherwise in any other corporation, limited liability company,
partnership or other entity, any of whose shares, securities or interests may be held by the
Corporation, whether at meetings of the holders of the shares, securities or interests of such
other corporation, limited liability company, partnership or other entity, or otherwise. In the
event one or more attorneys or agents are appointed, the Chairman of the Board, the President, any
Vice President or the Secretary may instruct the person or persons so appointed as to the



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manner of casting such votes or giving such consent. The Chairman of the Board, the
President, any Vice President or the Secretary may, or may instruct the attorneys or agents
appointed, to execute or cause to be executed in the name and on behalf of the Corporation and
under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be
necessary or proper in the circumstances.



ARTICLE VIII




Amendments




     These By-Laws may be amended or repealed or new by-laws adopted (a) by action of the
stockholders entitled to vote thereon at any annual or special meeting of stockholders or (b) if
the Certificate of Incorporation so provides, by action of the Board of Directors at a regular or
special meeting thereof. Any by-law made by the Board of Directors may be amended or repealed by
action of the stockholders at any annual or special meeting of stockholders.



	 	 	 	 	 
	 	 	 
	 	                                          /s/ Marc N. Bell
 	 
	CORPORATE SEAL 	               Marc N. Bell 	 
	 	               Secretary 	 
	 




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