EXHIBIT 4.2



 






Exhibit 4.2




Amended and Restated Bylaws




Of




Memory Pharmaceuticals Corp.




 









 








ARTICLE I




STOCKHOLDERS




     1.1 Place of Meetings. All meetings of stockholders shall be held at such place as
may be designated from time to time by the Board of Directors, the Chairman of the Board or the
Chief Executive Officer or, if not so designated, at the principal office of the corporation.



     1.2 Annual Meeting. The annual meeting of stockholders for the election of directors
and for the transaction of such other business as may properly be brought before the meeting shall
be held on a date and at a time designated by the Board of Directors, the Chairman of the Board or
the Chief Executive Officer (which date shall not be a legal holiday in the place where the meeting
is to be held). If no annual meeting is held in accordance with the foregoing provisions, a
special meeting may be held in lieu of the annual meeting, and any action taken at that special
meeting shall have the same effect as if it had been taken at the annual meeting, and in such case
all references in these Bylaws to the annual meeting of the stockholders shall be deemed to refer
to such special meeting.



     1.3 Special Meetings. Special meetings of stockholders for any purpose or purposes
may be called at any time by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer, but such special meetings may not be called by any other person or persons.
Business transacted at any special meeting of stockholders shall be limited to matters relating to
the purpose or purposes stated in the notice of meeting.



     1.4 Notice of Meetings. Except as otherwise provided by law, notice of each meeting
of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days
before the date of the meeting to each stockholder entitled to vote at such meeting. Without
limiting the manner by which notice otherwise may be given to stockholders, any notice shall be
effective if given by a form of electronic transmission consented to (in a manner consistent with
Delaware law) by the stockholder to whom the notice is given. The notices of all meetings shall
state the place, date and time of the meeting and the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and vote at such meeting.
The notice of a special meeting shall state, in addition, the purpose or purposes for which the
meeting is called. If notice is given by mail, such notice shall be deemed given when deposited in
the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address
as it appears on the records of the corporation. If notice is given by electronic transmission,
such notice shall be deemed given at the time specified in Section 232 of the General Corporation
Law of the State of Delaware.



     1.5 Voting List. The Secretary shall prepare, at least 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, for a period of at least 10 days prior to the meeting: (i)
on a reasonably accessible electronic network, provided that the information required to gain
access to such list is provided with notice of the meeting, or (ii) during ordinary business hours,
at the principal place of business of the corporation. The list shall also 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.




     1.6 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or
these Bylaws, the holders of a majority of the shares of the capital stock of the corporation
issued and outstanding and entitled to vote at the meeting, present in person, present by means of
remote communication in a manner, if any, authorized by the Board of Directors in its sole
discretion, or represented by proxy, shall constitute a quorum for the transaction of business. A
quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to
leave less than a quorum.



     1.7 Adjournments. Any meeting of stockholders may be adjourned from time to time to
any other time and to any other place at which a meeting of stockholders may be held under these
Bylaws by the stockholders present or represented at the meeting and entitled to vote, although
less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. It shall not be necessary to notify any stockholder of any
adjournment of less than 30 days if the time and place of the adjourned meeting, and the means of
remote communication, if any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such adjourned meeting, are announced at the meeting at which adjournment is
taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the
adjourned meeting, the corporation may transact any business which might have been transacted at
the original meeting.



     1.8 Voting and Proxies. Each stockholder shall have one vote for each share of stock
entitled to vote held of record by such stockholder and a proportionate vote for each fractional
share so held, unless otherwise provided by law or the Certificate of Incorporation. Each
stockholder of record entitled to vote at a meeting of stockholders may vote in person (including
by means of remote communications, if any, by which stockholders may be deemed to be present in
person and vote at such meeting) or may authorize another person or persons to vote for such
stockholder by a proxy executed or transmitted in a manner permitted by Delaware law by the
stockholder or such stockholder’s authorized agent and delivered (including by electronic
transmission) to the Secretary of the corporation. No such proxy shall be voted upon after three
years from the date of its execution, unless the proxy expressly provides for a longer period.



     1.9 Action at Meeting. When a quorum is present at any meeting, any matter other than
the election of directors to be voted upon by the stockholders at such meeting shall be decided by
the affirmative vote of the holders of shares of stock having a majority of the votes cast by the
holders of all of the shares of stock present or represented and voting on such matter (or if there
are two or more classes of stock entitled to vote as separate classes, then in the case of each
such class, the holders of a majority of the stock of that class present or represented and voting
on such matter), except when a different vote is required by law, the Certificate of Incorporation
or these Bylaws. When a quorum is present at any meeting, any election by stockholders of
directors shall be determined by a plurality of the votes cast by the stockholders entitled to vote
on the election.



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     1.10 Nomination of Directors.



          (a) Except for (i) any directors entitled to be elected by the holders of preferred stock,
(ii) any directors elected in accordance with Section 2.8 hereof by the Board of Directors to fill
a vacancy or newly-created directorships, or (iii) as otherwise required by applicable law or stock
market regulation, only persons who are nominated in accordance with the procedures in this Section
1.10 shall be eligible for election as directors. Nomination for election to the Board of
Directors of the corporation at a meeting of stockholders may be made (i) by or at the direction of
the Board of Directors or (ii) by any stockholder of the corporation who (x) complies with the
notice procedures set forth in Section 1.10(b) and (y) is a stockholder of record on the date of
the giving of such notice and on the record date for the determination of stockholders entitled to
vote at such meeting.




          (b) To be timely, a stockholder’s notice must be received in writing by the Secretary at the
principal executive offices of the corporation as follows: (x) in the case of an election of
directors at an annual meeting of stockholders, not less than 90 days nor more than 120 days prior
to the first anniversary of the preceding year’s annual meeting; provided, however, that in the
event that the date of the annual meeting is advanced by more than 20 days, or delayed by more than
60 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice
must be so received not earlier than the 120th day prior to such annual meeting and not later than
the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the
tenth day following the day on which notice of the date of such annual meeting was mailed or public
disclosure of the date of such annual meeting was made, whichever first occurs; or (y) in the case
of an election of directors at a special meeting of stockholders, not earlier than the 120th day
prior to such special meeting and not later than the close of business on the later of (i) the 90th
day prior to such special meeting and (ii) the tenth day following the day on which notice of the
date of such special meeting was mailed or public disclosure of the date of such special meeting
was made, whichever first occurs.




     The stockholder’s notice to the Secretary shall set forth: (a) as to each proposed nominee (i)
such person’s name, age, business address and, if known, residence address, (ii) such person’s
principal occupation or employment, (iii) the class and number of shares of stock of the
corporation which are beneficially owned by such person, and (iv) any other information concerning
such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (b) as to the
stockholder giving the notice (i) such stockholder’s name and address, as they appear on the
corporation’s books, (ii) the class and number of shares of stock of the corporation which are
owned, beneficially and of record, by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by such stockholder,
(iv) a representation that such stockholder intends to appear in person or by proxy at the meeting
to nominate the person(s) named in its notice and (v) a representation whether the stockholder
intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy
to holders of at least the percentage of the corporation’s outstanding capital stock required to
elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such
nomination; and (c) as to the beneficial owner, if any, on whose behalf the nomination is being
made (i) such beneficial owner’s name and address, (ii) the



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class and number of shares of stock of the corporation which are beneficially owned by such
beneficial owner, (iii) a description of all arrangements or understandings between such beneficial
owner and each proposed nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made and (iv) a representation whether the beneficial owner
intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy
to holders of at least the percentage of the corporation’s outstanding capital stock requirement to
elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such
nomination. In addition, to be effective, the stockholder’s notice must be accompanied by the
written consent of the proposed nominee to serve as a director if elected. The corporation may
require any proposed nominee to furnish such other information as may reasonably be required to
determine the eligibility of such proposed nominee to serve as a director of the corporation. A
stockholder shall not have complied with this Section 1.10(b) if the stockholder or beneficial
owner, if any, on whose behalf the nomination is made solicited (or is part of a group which
solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s
nominee in compliance with the representations with respect thereto required by this Section 1.10.




          (c) The chairman of any meeting shall, if the facts warrant, determine that a nomination was
not made in accordance with the provisions of this Section 1.10 (including whether the stockholder
or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a
group which solicited) or did not so solicit, as the case may be, proxies in support of such
stockholder’s nominee in compliance with the representations with respect thereto required by this
Section 1.10).




          (d) Except as otherwise required by law, nothing in this Section 1.10 shall obligate the
corporation or the Board of Directors to include in any proxy statement or other stockholder
communication distributed on behalf of the corporation or the Board of Directors information with
respect to any nominee for director submitted by a stockholder.




          (e) Notwithstanding the foregoing provisions of this Section 1.10, if the stockholder (or a
qualified representative of the stockholder) does not appear at the annual or special meeting of
stockholders of the corporation to present a nomination, such nomination shall be disregarded,
notwithstanding that proxies in respect of such vote may have been received by the corporation.




          (f) For purposes of this Section 1.10, “public disclosure” shall include disclosure in a press
release reported by the Dow Jones New Service, Associated Press or comparable national news service
or in a document publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.




     1.11 Notice of Business at Annual Meetings.



          (a) At any annual meeting of the stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought before an annual meeting,
business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (iii) properly





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brought before the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, (i) if such business relates to the nomination of a person for
election as a director of the corporation, the procedures in Section 1.10 must be complied with and
(ii) if such business relates to any other matter, the stockholder must (x) have given timely
notice thereof in writing to the Secretary in accordance with the procedures set forth in Section
1.11(b) and (y) be a stockholder of record on the date of the giving of such notice and on the
record date for the determination of stockholders entitled to vote at such annual meeting.




          (b) To be timely, a stockholder’s notice must be received in writing by the Secretary at the
principal executive offices of the corporation not less than 90 days nor more than 120 days prior
to the first anniversary of the preceding year’s annual meeting; provided, however, that in the
event that the date of the annual meeting is advanced by more than 20 days, or delayed by more than
60 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice
must be so received not earlier than the 120th day prior to such annual meeting and not later than
the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the
tenth day following the day on which notice of the date of such annual meeting was mailed or public
disclosure of the date of such annual meeting was made, whichever first occurs.




     The stockholder’s notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the corporation’s books, of the stockholder
proposing such business, and the name and address of the beneficial owner, if any, on whose behalf
the proposal is made, (iii) the class and number of shares of stock of the corporation which are
owned, of record and beneficially, by the stockholder and beneficial owner, if any, (iv) a
description of all arrangements or understandings between such stockholder or such beneficial
owner, if any, and any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of the stockholder or such
beneficial owner, if any, in such business, (v) a representation that such stockholder intends to
appear in person or by proxy at the annual meeting to bring such business before the meeting and
(vi) a representation whether the stockholder or the beneficial owner, if any, intends or is part
of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at
least the percentage of the corporation’s outstanding capital stock required to approve or adopt
the proposal and/or (b) otherwise to solicit proxies from stockholders in support of such proposal.
Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any
annual meeting of stockholders except in accordance with the procedures set forth in this Section
1.11; provided that any stockholder proposal which complies with Rule 14a-8 of the proxy rules (or
any successor provision) promulgated under the Securities Exchange Act of 1934, as amended, and is
to be included in the corporation’s proxy statement for an annual meeting of stockholders shall be
deemed to comply with the requirements of this Section 1.11. A stockholder shall not have complied
with this Section 1.11(b) if the stockholder or beneficial owner, if any, on whose behalf the
nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such stockholder’s nominee in compliance with the
representations with respect thereto required by this Section 1.11.



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          (c) The chairman of any meeting shall, if the facts warrant, determine that business was not
properly brought before the meeting in accordance with the provisions of this Section 1.11
(including whether the stockholder or beneficial owner, if any, on whose behalf the proposal is
made solicited (or is part of a group which solicited) or did not so solicit, as the case may be,
proxies in support of such stockholder’s proposal in compliance with the representation with
respect thereto required by this Section 1.11), and if the chairman should so determine, the
chairman shall so declare to the meeting and such business shall not be brought before the meeting.




          (d) Notwithstanding the foregoing provisions of this Section 1.11, if the stockholder (or a
qualified representative of the stockholder) does not appear at the annual meeting of stockholders
of the corporation to present business, such business shall not be transacted, notwithstanding that
proxies in respect of such vote may have been received by the corporation.




          (e) For purposes of this Section 1.11, “public disclosure” shall include disclosure in a press
release reported by the Dow Jones New Service, Associated Press or comparable national news service
or in a document publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.




     1.12 Conduct of Meetings.



          (a) Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or
in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s
absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence by the
President, or in the President’s absence by a Vice President, or in the absence of all of the
foregoing persons by a chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen by vote of the stockholders at the meeting. The Secretary shall
act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.




          (b) The Board of Directors of the corporation may adopt by resolution such rules, regulations
and procedures for the conduct of any meeting of stockholders of the corporation as it shall deem
appropriate including, without limitation, such guidelines and procedures as it may deem
appropriate regarding the participation by means of remote communication of stockholders and
proxyholders not physically present at a meeting. Except to the extent inconsistent with such
rules, regulations and procedures as adopted by the Board of Directors, the chairman of any meeting
of stockholders shall have the right and authority 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 chairman 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 corporation,
their duly authorized and constituted proxies or such other persons as shall be determined; (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




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by participants. Unless and to the extent determined by the Board of Directors or the
chairman of the meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.




          (c) The chairman of the meeting shall announce at the meeting when the polls for each matter
to be voted upon at the meeting will be opened and closed. If no announcement is made, the polls
shall be deemed to have opened when the meeting is convened and closed upon the final adjournment
of the meeting. After the polls close, no ballots, proxies or votes or any revocations or changes
thereto may be accepted.




          (d) In advance of any meeting of stockholders, the Board of Directors, the Chairman of the
Board or the Chief Executive Officer shall appoint one or more inspectors of election to act at the
meeting and make a written report thereof. One or more other persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is
present, ready and willing to act at a meeting of stockholders, the chairman of the meeting shall
appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors
may be officers, employees or agents of the corporation. Each inspector, before entering upon the
discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties
of inspector with strict impartiality and according to the best of such inspector’s ability. The
inspector shall have the duties prescribed by law and shall take charge of the polls and, when the
vote in completed, shall make a certificate of the result of the vote taken and of such other facts
as may be required by law.




     1.13 No Action by Consent in Lieu of a Meeting. Stockholders of the corporation may
not take any action by written consent in lieu of a meeting.



ARTICLE II




DIRECTORS




     2.1 General Powers. The business and affairs of the corporation shall be managed by
or under the direction of a Board of Directors, who may exercise all of the powers of the
corporation except as otherwise provided by law or the Certificate of Incorporation.



     2.2 Number, Election and Qualification. Subject to the rights of holders of any
series of Preferred Stock to elect directors, the number of directors of the Corporation shall be
established from time to time by the Board of Directors. Election of directors need not be by
written ballot. Directors need not be stockholders of the corporation.



     2.3 Classes of Directors. Subject to the rights of holders of any series of Preferred
Stock to elect directors, the Board of Directors shall be and is divided into three classes: Class
I, Class II and Class III.



     2.4 Terms of Office. Subject to the rights of holders of any series of Preferred
Stock to elect directors, each director shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which such director was elected; provided,
that each director initially appointed to Class I shall serve for a term expiring at the
corporation’s annual meeting of stockholders held in 2005; each director initially appointed to
Class II shall serve for



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a term expiring at the corporation’s annual meeting of stockholders held in 2006; and each
director initially appointed to Class III shall serve for a term expiring at the corporation’s
annual meeting of stockholders held in 2007; provided further, that the term of
each director shall continue until the election and qualification of a successor and be subject to
such director’s earlier death, resignation or removal.




     2.5 Quorum. The greater of (a) a majority of the directors at any time in office and
(b) one-third of the number of directors fixed by the Board of Directors shall constitute a quorum
for the transaction of business. If at any meeting of the Board of Directors there shall be less
than such a quorum, a majority of the directors present may adjourn the meeting from time to time
without further notice other than announcement at the meeting, until a quorum shall be present.



     2.6 Action at Meeting. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be regarded as the act
of the Board of Directors unless a greater number is required by law or by the Certificate of
Incorporation.



     2.7 Removal. Subject to the rights of holder of any series of Preferred Stock,
directors of the corporation may be removed only for cause and only by the affirmative vote of the
holders of at least seventy-five percent (75%) of the votes which all the stockholders would be
entitled to cast in any annual election of directors or class of directors.



     2.8 Vacancies. Subject to the rights of holder of any series of Preferred Stock, any
vacancy or newly-created directorships in the Board of Directors, however occurring shall be filled
only by vote of a majority of the directors then in office, although less than a quorum, or by a
sole remaining director and shall not be filled by the stockholders. A director elected to fill a
vacancy shall hold office until the next election of the class for which such director shall have
been chosen, subject to the election and qualification of a successor and to such director’s
earlier death, resignation or removal.



     2.9 Resignation. Any director may resign by delivering a resignation in writing or by
electronic transmission to the corporation at its principal office or to the Chairman of the Board,
the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some later time or upon the happening of some later
event.



     2.10 Regular Meetings. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall be given notice of
the determination. A regular meeting of the Board of Directors may be held without notice
immediately after and at the same place as the annual meeting of stockholders.



     2.11 Special Meetings. Special meetings of the Board of Directors may be held at any
time and place designated in a call by the Chairman of the Board, the Chief Executive Officer, two
or more directors, or by one director in the event that there is only a single director in office.



     2.12 Notice of Special Meetings. Notice of any special meeting of directors shall be
given to each director by the Secretary or by the officer or one of the directors calling the



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meeting. Notice shall be duly given to each director (i) in person or by telephone or
electronic mail at least 24 hours in advance of the meeting, (ii) by sending a telegram or telecopy
or delivering written notice by hand, to such director’s last known business or home address at
least 48 hours in advance of the meeting, or (iii) by sending written notice, via first-class mail
or reputable overnight courier, to such director’s last known business or home address at least 72
hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of
Directors need not specify the purposes of the meeting.




     2.13 Meetings by Conference Communications Equipment. Directors may participate in
meetings of the Board of Directors or any committee thereof by means of conference telephone or
other communications equipment by means of which all persons participating in the meeting can hear
each other, and participation by such means shall constitute presence in person at such meeting.



     2.14 Action by Consent. 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 of Directors or committee, as the case may be, consent to the action in
writing or by electronic transmission, and the written consents or electronic transmissions are
filed with the minutes of proceedings of the Board of Directors or committee.



     2.15 Committees. The Board of Directors may designate one or more committees, 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 the absence or disqualification
of a member of a committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members 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. Any such committee, to the extent provided in the
resolution of the Board of Directors and subject to the provisions of law, 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 corporation and may authorize the seal of the corporation to be affixed to all
papers which may require it. Each such committee shall keep minutes and make such reports as the
Board of Directors may from time to time request. Except as the Board of Directors may otherwise
determine, any committee may make rules for the conduct of its business, but unless otherwise
provided by the directors or in such rules, its business shall be conducted as nearly as possible
in the same manner as is provided in these Bylaws for the Board of Directors.



     2.16 Compensation of Directors. Directors may be paid such compensation for their
services and such reimbursement for expenses of attendance at meetings as the Board of Directors
may from time to time determine. No such payment shall preclude any director from serving the
corporation or any of its parent or subsidiary corporations in any other capacity and receiving
compensation for such service.



ARTICLE III




OFFICERS




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     3.1 Titles. The officers of the corporation shall consist of a Chief Executive
Officer, a President, a Secretary, a Treasurer and such other officers with such other titles as
the Board of Directors may from time to time determine, including a Chairman of the Board, a Vice
Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers, and Assistant
Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.



     3.2 Election. The Chief Executive Officer, President, Treasurer and Secretary shall
be elected annually by the Board of Directors at its first meeting following the annual meeting of
stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any
other meeting.



     3.3 Qualification. No officer need be a stockholder. Any two or more offices may be
held by the same person.



     3.4 Tenure. Except as otherwise provided by law, by the Certificate of Incorporation
or by these Bylaws, each officer shall hold office until such officer’s successor is elected and
qualified, unless a different term is specified in the resolution electing or appointing such
officer, or until such officer’s earlier death, resignation or removal.



     3.5 Resignation and Removal. Any officer may resign by delivering a written
resignation to the corporation at its principal office or to the Chief Executive Officer or the
Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective
at some later time or upon the happening of some later event.


Any officer may be removed at any time, with or without cause, by vote of a majority of the entire
number of directors then in office.



Except as the Board of Directors may otherwise determine, no officer who resigns or is removed
shall have any right to any compensation as an officer for any period following such officer’s
resignation or removal, or any right to damages on account of such removal, whether such officer’s
compensation be by the month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the corporation.




     3.6 Vacancies. The Board of Directors may fill any vacancy occurring in any office
for any reason and may, in its discretion, leave unfilled for such period as it may determine any
offices other than those of Chief Executive Officer, Treasurer and Secretary. Each such successor
shall hold office for the unexpired term of such officer’s predecessor and until a successor is
elected and qualified, or until such officer’s earlier death, resignation or removal.



     3.7 Chairman of the Board. The Board of Directors may appoint from its members a
Chairman of the Board, who need not be an employee or officer of the corporation. If the Board of
Directors appoints a Chairman of the Board, such Chairman shall perform such duties and possess
such powers as are assigned by the Board of Directors and, if the Chairman of the Board is also
designated as the corporation’s Chief Executive Officer, shall have the powers and duties of the
Chief Executive Officer prescribed in Section 3.8 of these Bylaws. Unless otherwise provided by
the Board of Directors, the Chairman of the Board shall preside at all meetings of the Board of
Directors and stockholders.



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     3.8 Chief Executive Officer. The Chief Executive Officer shall have general charge
and supervision of the business of the Corporation subject to the direction of the Board of
Directors.



     3.9 President. The President shall perform such other duties and shall have such
other powers as the Board of Directors and the Chief Executive Officer (if the Chairman of the
Board or another person is serving in such position) may from time to time prescribe.



     3.10 Vice Presidents. Any Vice President shall perform such duties and possess such
powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe.
In the event of the absence, inability or refusal to act of the Chief Executive Officer or the
President, the Vice President (or if there shall be more than one, the Vice Presidents in the order
determined by the Board of Directors) shall perform the duties of the Chief Executive Officer and
when so performing shall have all the powers of and be subject to all the restrictions upon the
Chief Executive Officer. The Board of Directors may assign to any Vice President the title of
Executive Vice President, Senior Vice President or any other title selected by the Board of
Directors.



     3.11 Secretary and Assistant Secretaries. The Secretary shall perform such duties and
shall have such powers as the Board of Directors or the Chief Executive Officer may from time to
time prescribe. In addition, the Secretary shall perform such duties and have such powers as are
incident to the office of the secretary, including without limitation the duty and power to give
notices of all meetings of stockholders and special meetings of the Board of Directors, to attend
all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to
maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be
custodian of corporate records and the corporate seal and to affix and attest to the same on
documents.



     Any Assistant Secretary shall perform such duties and possess such powers as the Board of
Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In the
event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if
there shall be more than one, the Assistant Secretaries in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Secretary.



     In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or
directors, the chairman of the meeting shall designate a temporary secretary to keep a record of
the meeting.



     3.12 Treasurer and Assistant Treasurers. The Treasurer shall perform such duties and
shall have such powers as may from time to time be assigned by the Board of Directors or the Chief
Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as
are incident to the office of treasurer, including without limitation the duty and power to keep
and be responsible for all funds and securities of the corporation, to deposit funds of the
corporation in depositories selected in accordance with these Bylaws, to disburse such funds as
ordered by the Board of Directors, to make proper accounts of such funds, and to render as required
by the Board of Directors statements of all such transactions and of the financial condition of the
corporation.



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     The Assistant Treasurers shall perform such duties and possess such powers as the Board of
Directors, the Chief Executive Officer or the Treasurer may from time to time prescribe. In the
event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer (or if
there shall be more than one, the Assistant Treasurers in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Treasurer.



     3.13 Salaries. Officers of the corporation shall be entitled to such salaries,
compensation or reimbursement as shall be fixed or allowed from time to time by the Board of
Directors.



ARTICLE IV




CAPITAL STOCK




     4.1 Issuance of Stock. Unless otherwise voted by the stockholders and subject to the
provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of
the authorized capital stock of the corporation or the whole or any part of any shares of the
authorized capital stock of the corporation held in the corporation’s treasury may be issued, sold,
transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such
lawful consideration and on such terms as the Board of Directors may determine.



     4.2 Certificates of Stock. Every holder of stock of the corporation shall be entitled
to have a certificate, in such form as may be prescribed by law and by the Board of Directors,
certifying the number and class of shares owned by such holder in the corporation. Each such
certificate shall be signed by, or in the name of the corporation by, the Chairman or Vice
Chairman, if any, of the Board of Directors, or the President or a Vice President, and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation.
Any or all of the signatures on the certificate may be a facsimile.



     Each certificate for shares of stock which are subject to any restriction on transfer pursuant
to the Certificate of Incorporation, these Bylaws, applicable securities laws or any agreement
among any number of stockholders or among such holders and the corporation shall have conspicuously
noted on the face or back of the certificate either the full text of the restriction or a statement
of the existence of such restriction.



     There shall be set forth on the face or back of each certificate representing shares of such
class or series of stock of the corporation a statement that the corporation will furnish without
charge to each stockholder who so requests a copy of the full text of the powers, 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.



     4.3 Transfers. Except as otherwise established by rules and regulations adopted by
the Board of Directors, and subject to applicable law, shares of stock may be transferred on the
books of the corporation by the surrender to the corporation or its transfer agent of the
certificate representing such shares properly endorsed or accompanied by a written assignment or
power of attorney properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require. Except as may be
otherwise



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required by law, by the Certificate of Incorporation or by these Bylaws, the corporation shall
be entitled to treat the record holder of stock as shown on its books as the owner of such stock
for all purposes, including the payment of dividends and the right to vote with respect to such
stock, regardless of any transfer, pledge or other disposition of such stock until the shares have
been transferred on the books of the corporation in accordance with the requirements of these
Bylaws.




     4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a new
certificate of stock in place of any previously issued certificate alleged to have been lost,
stolen, or destroyed, upon such terms and conditions as the Board of Directors may prescribe,
including the presentation of reasonable evidence of such loss, theft or destruction and the giving
of such indemnity as the Board of Directors may require for the protection of the corporation or
any transfer agent or registrar.



     4.5 Record Date. The Board of Directors may fix in advance a date as a record date
for the determination of the stockholders entitled to notice of or to vote at any meeting of
stockholders, or entitled to receive payment of any dividend or other distribution or allotment of
any rights in respect of any change, conversion or exchange of stock, or for the purpose of any
other lawful action. Such record date shall not be more than 60 nor less than 10 days before the
date of such meeting, nor more than 60 days prior to any other action to which such record date
relates.



     If no record date is fixed, 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 before the day
on which notice is given, or, if notice is waived, at the close of business on the day before the
day on which the meeting is held. If no record date is fixed, the record date for determining
stockholders for any other purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating to such purpose.



     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.



ARTICLE V




GENERAL PROVISIONS




     5.1 Fiscal Year. Except as from time to time otherwise designated by the Board of
Directors, the fiscal year of the corporation shall begin on the first day of January of each year
and end on the last day of December in each year.



     5.2 Corporate Seal. The corporate seal shall be in such form as shall be approved by
the Board of Directors.



     5.3 Waiver of Notice. Whenever notice is required to be given by law, by the
Certificate of Incorporation or by these Bylaws, a written waiver signed by the person entitled to
notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at
or after the time stated in such notice, 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



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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.




     5.4 Voting of Securities. Except as the Board of Directors may otherwise designate,
the Chief Executive Officer or the Treasurer may waive notice of, and act as, or appoint any person
or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of
substitution) at any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporation.



     5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary,
or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any
officer or representative of the corporation shall as to all persons who rely on the certificate in
good faith be conclusive evidence of such action.



     5.6 Certificate of Incorporation. All references in these Bylaws to the Certificate
of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation,
as amended and in effect from time to time.



     5.7 Severability. Any determination that any provision of these Bylaws is for any
reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of
these Bylaws.



     5.8 Pronouns. All pronouns used in these Bylaws shall be deemed to refer to the
masculine, feminine or neuter, singular or plural, as the identity of the person or persons may
require.



ARTICLE VI




AMENDMENTS




     These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be
adopted by the Board of Directors or by the stockholders as provided in the Certificate of
Incorporation.




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