**TABLE OF CONTENTS**       **Page**      ARTICLE I CORPORATE OFFICES  1      1.1 REGISTERED OFFICE  1 1.2 OTHER OFFICES  1      ARTICLE II MEETINGS OF STOCKHOLDERS  1      2.1 PLACE OF MEETINGS  1 2.2 ANNUAL MEETING  1 2.3 SPECIAL MEETING  1 2.4 ADVANCE NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS’ MEETINGS  2 2.5 QUORUM  4 2.6 ADJOURNED MEETING; NOTICE  4 2.7 CONDUCT OF BUSINESS  4 2.8 VOTING  4 2.9 NO STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING  5 2.10 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS  5 2.11 PROXIES  5 2.12 LIST OF STOCKHOLDERS ENTITLED TO VOTE  6 2.13 INSPECTORS OF ELECTION  6      ARTICLE III DIRECTORS  7      3.1 POWERS  7 3.2 NUMBER OF DIRECTORS  7 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS  7 3.4 RESIGNATION AND VACANCIES  8 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE  8 3.6 REGULAR MEETINGS  9 3.7 SPECIAL MEETINGS; NOTICE  9 3.8 QUORUM; VOTING  9 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING  10 3.10 FEES AND COMPENSATION OF DIRECTORS  10 3.11 REMOVAL OF DIRECTORS  10      ARTICLE IV COMMITTEES  10      4.1 COMMITTEES OF DIRECTORS  10 4.2 COMMITTEE MINUTES  11 4.3 MEETINGS AND ACTION OF COMMITTEES  11 4.4 SUBCOMMITTEES  11 
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**TABLE OF CONTENTS**(continued)       **Page**      ARTICLE V OFFICERS  12      5.1 OFFICERS  12 5.2 APPOINTMENT OF OFFICERS  12 5.3 SUBORDINATE OFFICERS  12 5.4 REMOVAL AND RESIGNATION OF OFFICERS  12 5.5 VACANCIES IN OFFICES  12 5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS  13 5.7 AUTHORITY AND DUTIES OF OFFICERS  13      ARTICLE VI STOCK  13      6.1 STOCK CERTIFICATES; PARTLY PAID SHARES  13 6.2 SPECIAL DESIGNATION ON CERTIFICATES  14 6.3 LOST CERTIFICATES  14 6.4 DIVIDENDS  14 6.5 TRANSFER OF STOCK  14 6.6 STOCK TRANSFER AGREEMENTS  15 6.7 RECORD STOCKHOLDERS  15      ARTICLE VII MANNER OF GIVING NOTICE AND WAIVER  15      7.1 NOTICE OF STOCKHOLDERS’ MEETINGS  15 7.2 NOTICE BY ELECTRONIC TRANSMISSION  15 7.3 NOTICE TO STOCKHOLDERS SHARING AN ADDRESS  16 7.4 NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL  17 7.5 WAIVER OF NOTICE  17      ARTICLE VIII INDEMNIFICATION  17      8.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS  17 8.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHTOF THE CORPORATION  18 8.3 SUCCESSFUL DEFENSE  18 8.4 INDEMNIFICATION OF OTHERS  18 8.5 ADVANCED PAYMENT OF EXPENSES  18 8.6 LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES  19 8.7 DETERMINATION; CLAIM  19 8.8 NON-EXCLUSIVITY OF RIGHTS  20 8.9 INSURANCE  20 
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**TABLE OF CONTENTS**(continued)       **Page**      8.10 SURVIVAL  20 8.11 EFFECT OF REPEAL OR MODIFICATION  20 8.12 CERTAIN DEFINITIONS  20      ARTICLE IX GENERAL MATTERS  21      9.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS  21 9.2 FISCAL YEAR  21 9.3 SEAL  21 9.4 CONSTRUCTION; DEFINITIONS  21      ARTICLE X AMENDMENTS  22 
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**BYLAWS OF ONCOTHYREON INC.****ARTICLE I****CORPORATE OFFICES**     **1.1 REGISTERED OFFICE**     The registered office of Oncothyreon Inc. shall be fixed in the corporation’s certificate ofincorporation, as the same may be amended from time to time.     **1.2 OTHER OFFICES**     The corporation’s board of directors (the “Board”) may at any time establish other offices atany place or places where the corporation is qualified to do business.**ARTICLE II****MEETINGS OF STOCKHOLDERS**     **2.1 PLACE OF MEETINGS**     Meetings of stockholders shall be held at any place, within or outside the State of Delaware,designated by the Board. The Board may, in its sole discretion, determine that a meeting ofstockholders shall not be held at any place, but may instead be held solely by means of remotecommunication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the“DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall beheld at the corporation’s principal executive office.     **2.2 ANNUAL MEETING**     The annual meeting of stockholders shall be held each year. The Board shall designate thedate and time of the annual meeting. In the absence of such designation the annual meeting ofstockholders shall be held on the second Tuesday of May of each year at 10:00 a.m. However, ifsuch day falls on a legal holiday, then the meeting shall be held at the same time and place on thenext succeeding business day. At the annual meeting, directors shall be elected and any otherproper business may be transacted.     **2.3 SPECIAL MEETING**     A special meeting of the stockholders may be called at any time by the Board, chairperson ofthe Board, chief executive officer or president (in the absence of a chief executive officer), butsuch special meetings may not be called by any other person or persons.
 

 
     No business may be transacted at such special meeting other than the business specified insuch notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall beconstrued as limiting, fixing or affecting the time when a meeting of stockholders called by actionof the Board may be held. **2.4** **ADVANCE NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS’ MEETINGS**          (i) At an annual meeting of the stockholders, only such business shall be conducted as shallhave been properly brought before the meeting. To be properly brought before an annual meeting,business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or atthe direction of the Board, (B) otherwise properly brought before the meeting by or at thedirection of the Board or (C) otherwise properly brought before the meeting by a stockholder. Forbusiness to be properly brought before an annual meeting by a stockholder, the stockholder musthave given timely notice thereof in writing to the secretary of the corporation. To be timely, astockholder’s notice must be delivered to or mailed and received at the principal executive officesof the corporation not less than one hundred twenty (120) calendar days before the one yearanniversary of the date on which the corporation first mailed its proxy statement to stockholdersin connection with the previous year’s annual meeting of stockholders; provided, however, that inthe event that no annual meeting was held in the previous year or the date of the annual meetinghas been changed by more than thirty (30) days from the date of the prior year’s meeting, notice bythe stockholder to be timely must be so received not later than the close of business on the laterof one hundred twenty (120) calendar days in advance of such annual meeting and ten (10) calendardays following the date on which public announcement of the date of the meeting is first made. Astockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes tobring before the annual meeting: (a) a brief description of the business desired to be broughtbefore the annual meeting and the reasons for conducting such business at the annual meeting, (b)the name and address, as they appear on the corporation’s books, of the stockholder proposing suchbusiness, (c) the class and number of shares of the corporation that are beneficially owned by thestockholder, (d) any material interest of the stockholder in such business and (e) any otherinformation that is required to be provided by the stockholder pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (the “1934 Act”), in the stockholder’s capacity as aproponent to a stockholder proposal. Notwithstanding the foregoing, in order to includeinformation with respect to a stockholder proposal in the proxy statement and form of proxy for astockholder’s meeting, stockholders must provide notice as required by the regulations promulgatedunder the 1934 Act. Notwithstanding anything in these bylaws to the contrary, no business shall beconducted at any annual meeting except in accordance with the procedures set forth in thisparagraph (i). The chairperson of the annual meeting shall, if the facts warrant, determine anddeclare at the meeting that business was not properly brought before the meeting and in accordancewith the provisions of this paragraph (i), and, if the chairperson should so determine, he or sheshall so declare at the meeting that any such business not properly brought before the meetingshall not be transacted.          (ii) Only persons who are nominated in accordance with the procedures set forth in thisparagraph (ii) shall be eligible for election as directors. Nominations of persons for
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election to the Board may be made at a meeting of stockholders by or at the direction of theBoard or by any stockholder of the corporation entitled to vote in the election of directors at themeeting who complies with the notice procedures set forth in this paragraph (ii). Suchnominations, other than those made by or at the direction of the Board, shall be made pursuant totimely notice in writing to the secretary of the corporation in accordance with the provisions ofparagraph (i) of this Section 2.4. Such stockholder’s notice shall set forth (a) as to eachperson, if any, whom the stockholder proposes to nominate for election or re-election as adirector: (A) the name, age, business address and residence address of such person, (B) theprincipal occupation or employment of such person, (C) the class and number of shares of thecorporation that are beneficially owned by such person, (D) a description of all arrangements orunderstandings between the stockholder and each nominee and any other person or persons (namingsuch person or persons) pursuant to which the nominations are to be made by the stockholder and (E)any other information relating to such person that is required to be disclosed in solicitations ofproxies for elections of directors, or is otherwise required, in each case pursuant to Regulation14A under the 1934 Act (including without limitation such person’s written consent to being namedin the proxy statement, if any, as a nominee and to serving as a director if elected); and (b) asto such stockholder giving notice, the information required to be provided pursuant to paragraph(i) of this Section 2.4. At the request of the Board, any person nominated by a stockholder forelection as a director shall furnish to the secretary of the corporation that information requiredto be set forth in the stockholder’s notice of nomination which pertains to the nominee. No personshall be eligible for election as a director of the corporation unless nominated in accordance withthe procedures set forth in this paragraph (ii). The chairperson of the meeting shall, if thefacts warrant, determine and declare at the meeting that a nomination was not made in accordancewith the procedures prescribed by these bylaws, and if the chairperson should so determine, he orshe shall so declare at the meeting, and the defective nomination shall be disregarded.     These provisions shall not prevent the consideration and approval or disapproval at an annualmeeting of reports of officers, directors and committees of the Board, but in connection therewithno new business shall be acted upon at any such meeting unless stated, filed and received as hereinprovided. Notwithstanding anything in these bylaws to the contrary, no business brought before ameeting by a stockholder shall be conducted at an annual meeting except in accordance withprocedures set forth in this Section 2.4.     Whenever stockholders are required or permitted to take any action at a meeting, a writtennotice of the meeting shall be given which shall state the place, if any, date and hour of themeeting, the means of remote communication, if any, by which stockholders and proxy holders may bedeemed to be present in person and vote at such meeting, and, in the case of a special meeting, thepurpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, thecertificate of incorporation or these bylaws, the written notice of any meeting of stockholdersshall be given not less than 10 nor more than 60 days before the date of the meeting to eachstockholder entitled to vote at such meeting.
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     **2.5 QUORUM**     The holders of one-third of the stock issued and outstanding and entitled to vote, present inperson or represented by proxy, shall constitute a quorum for the transaction of business at allmeetings of the stockholders. If, however, such quorum is not present or represented at anymeeting of the stockholders, then either (i) the chairperson of the meeting or (ii) thestockholders entitled to vote at the meeting, present in person or represented by proxy, shall havepower to adjourn the meeting from time to time, without notice other than announcement at themeeting, until a quorum is present or represented. At such adjourned meeting at which a quorum ispresent or represented, any business may be transacted that might have been transacted at themeeting as originally noticed.     **2.6 ADJOURNED MEETING; NOTICE**     When a meeting is adjourned to another time or place, unless these bylaws otherwise require,notice need not be given of the adjourned meeting if the time, place if any thereof, and the meansof remote communications if any by which stockholders and proxy holders may be deemed to be presentin person and vote at such adjourned meeting are announced at the meeting at which the adjournmentis taken. At the adjourned meeting, the corporation may transact any business which might havebeen transacted at the original meeting. If the adjournment is for more than 30 days, or if afterthe adjournment a new record date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be given to each stockholder of record entitled to vote at the meeting.     **2.7 CONDUCT OF BUSINESS**     The chairperson of any meeting of stockholders shall determine the order of business and theprocedure at the meeting, including such regulation of the manner of voting and the conduct ofbusiness.     **2.8 VOTING**     The stockholders entitled to vote at any meeting of stockholders shall be determined inaccordance with the provisions of Section 2.10 of these bylaws, subject to Section 217 (relating tovoting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating tovoting trusts and other voting agreements) of the DGCL.     Except as may be otherwise provided in the certificate of incorporation or these bylaws, eachstockholder shall be entitled to one vote for each share of capital stock held by such stockholder.     Except as otherwise required by law, the certificate of incorporation or these bylaws, in allmatters other than the election of directors, the affirmative vote of a majority of the votingpower of the shares present in person or represented by proxy at the meeting and entitled to voteon the subject matter shall be the act of the stockholders. Except as otherwise required by law,the certificate of incorporation or these bylaws, directors shall be elected by a plurality of thevoting power of the shares present in person or represented by proxy at the meeting and entitled tovote on the election of directors.
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 **2.9** **NO STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING**     Subject to the rights of the holders of the shares of any series of Preferred Stock or anyother class of stock or series thereof having a preference over the Common Stock as dividend orupon liquidation, any action required or permitted to be taken by the stockholders of thecorporation must be effected at a duly called annual or special meeting of stockholders of thecorporation and may not be effected by any consent in writing by such stockholders. **2.10** **RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS**     In order that the corporation may determine the stockholders entitled to notice of or to voteat any meeting of stockholders or any adjournment thereof, or entitled to receive payment of anydividend or other distribution or allotment of any rights, or entitled to exercise any rights inrespect of any change, conversion or exchange of stock or for the purpose of any other lawfulaction, the Board may fix, in advance, a record date, which record date shall not precede the dateon which the resolution fixing the record date is adopted and which shall not be more than 60 norless than 10 days before the date of such meeting, nor more than 60 days prior to any other suchaction.     If the Board does not so fix a record date:          (i) The record date for determining stockholders entitled to notice of or to vote at a meetingof stockholders shall be at the close of business on the day next preceding the day on which noticeis given or, if notice is waived, at the close of business on the day next preceding the day onwhich the meeting is held.          (ii) The record date for determining stockholders for any other purpose shall be at the closeof business on the day on which the Board adopts the resolution relating thereto.     A determination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however, that the Board mayfix a new record date for the adjourned meeting.     **2.11 PROXIES**     Each stockholder entitled to vote at a meeting of stockholders may authorize another person orpersons to act for such stockholder by proxy authorized by an instrument in writing or by atransmission permitted by law filed in accordance with the procedure established for the meeting,but no such proxy shall be voted or acted upon after three years from its date, unless the proxyprovides for a longer period. The revocability of a proxy that states on its face that it isirrevocable shall be governed by the provisions of Section 212 of the DGCL.
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     **2.12 LIST OF STOCKHOLDERS ENTITLED TO VOTE**     The officer who has charge of the stock ledger of the corporation shall prepare and make, atleast 10 days before every meeting of stockholders, a complete list of the stockholders entitled tovote at the meeting, arranged in alphabetical order, and showing the address of each stockholderand the number of shares registered in the name of each stockholder. The corporation shall not berequired to include electronic mail addresses or other electronic contact information on such list.Such list shall be open to the examination of any stockholder, for any purpose germane to themeeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessibleelectronic network, provided that the information required to gain access to such list is providedwith the notice of the meeting or (ii) during ordinary business hours, at the corporation’sprincipal place of business. In the event that the corporation determines to make the listavailable on an electronic network, the corporation may take reasonable steps to ensure that suchinformation is available only to stockholders of the corporation. If the meeting is to be held ata place, then the list shall be produced and kept at the time and place of the meeting during thewhole time thereof, and may be inspected by any stockholder who is present. If the meeting is tobe held solely by means of remote communication, then the list shall also be open to theexamination of any stockholder during the whole time of the meeting on a reasonably accessibleelectronic network, and the information required to access such list shall be provided with thenotice of the meeting. Such list shall presumptively determine the identity of the stockholdersentitled to vote at the meeting and the number of shares held by each of them.     **2.13 INSPECTORS OF ELECTION**     A written proxy may be in the form of a telegram, cablegram or other means of electronictransmission which sets forth or is submitted with information from which it can be determined thatthe telegram, cablegram or other means of electronic transmission was authorized by the person.     Before any meeting of stockholders, the Board shall appoint an inspector or inspectors ofelection to act at the meeting or its adjournment. The number of inspectors shall be either one(1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act,then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’sproxy shall, appoint a person to fill that vacancy.     Such inspectors shall:          (i) determine the number of shares outstanding and the voting power of each, the number ofshares represented at the meeting, the existence of a quorum, and the authenticity, validity andeffect of proxies;          (ii) receive votes, ballots or consents;          (iii) hear and determine all challenges and questions in any way arising in connection withthe right to vote;
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          (iv) count and tabulate all votes or consents;          (v) determine when the polls shall close;          (vi) determine the result; and          (vii) do any other acts that may be proper to conduct the election or vote with fairness toall stockholders.     The inspectors of election shall perform their duties impartially, in good faith, to the bestof their ability and as expeditiously as is practical. If there are three (3) inspectors ofelection, the decision, act or certificate of a majority is effective in all respects as thedecision, act or certificate of all. Any report or certificate made by the inspectors of electionis prima facie evidence of the facts stated therein.**ARTICLE III****DIRECTORS**     **3.1 POWERS**     The business and affairs of the corporation shall be managed by or under the direction of theBoard, except as may be otherwise provided in the DGCL or the certificate of incorporation.     **3.2 NUMBER OF DIRECTORS**     The Board shall consist of one or more members, each of whom shall be a natural person.Unless the certificate of incorporation fixes the number of directors, the number of directorsshall be determined from time to time by resolution of the Board. No reduction of the authorizednumber of directors shall have the effect of removing any director before that director’s term ofoffice expires.     **3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS**     Except as provided in Section 3.4 of these bylaws, each director, including a director electedto fill a vacancy, shall hold office until the expiration of the term for which elected and untilsuch director’s successor is elected and qualified or until such director’s earlier death,resignation or removal. Directors need not be stockholders unless so required by the certificateof incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribeother qualifications for directors.     If so provided in the certificate of incorporation, the directors of the corporation shall bedivided into three (3) classes.
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     **3.4 RESIGNATION AND VACANCIES**     Any director may resign at any time upon notice given in writing or by electronic transmissionto the corporation. A resignation is effective when the resignation is delivered unless theresignation specifies a later effective date or an effective date determined upon the happening ofan event or events. A resignation which is conditioned upon the director failing to receive aspecified vote for reelection as a director may provide that it is irrevocable. Unless otherwiseprovided in the certificate of incorporation or these bylaws, when one or more directors resignfrom the Board, effective at a future date, a majority of the directors then in office, includingthose who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon totake effect when such resignation or resignations shall become effective.     Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies andnewly created directorships resulting from any increase in the authorized number of directorselected by all of the stockholders having the right to vote as a single class may be filled by amajority of the directors then in office, although less than a quorum, or by a sole remainingdirector. If the directors are divided into classes, a person so elected by the directors then inoffice to fill a vacancy or newly created directorship shall hold office until the next election ofthe class for which such director shall have been chosen and until his or her successor shall havebeen duly elected and qualified.     If at any time, by reason of death or resignation or other cause, the corporation should haveno directors in office, then any officer or any stockholder or an executor, administrator, trusteeor guardian of a stockholder, or other fiduciary entrusted with like responsibility for the personor estate of a stockholder, may call a special meeting of stockholders in accordance with theprovisions of the certificate of incorporation or these bylaws, or may apply to the Court ofChancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.     If, at the time of filling any vacancy or any newly created directorship, the directors thenin office constitute less than a majority of the whole Board (as constituted immediately prior toany such increase), the Court of Chancery may, upon application of any stockholder or stockholdersholding at least 10% of the voting stock at the time outstanding having the right to vote for suchdirectors, summarily order an election to be held to fill any such vacancies or newly createddirectorships, or to replace the directors chosen by the directors then in office as aforesaid,which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.     **3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE**     The Board may hold meetings, both regular and special, either within or outside the State ofDelaware.     Unless otherwise restricted by the certificate of incorporation or these bylaws, members ofthe Board, or any committee designated by the Board, may participate in a meeting of the Board, orany committee, by means of conference telephone or other communications equipment by means of whichall persons participating in the meeting can hear each other, and such participation in a meetingshall constitute presence in person at the meeting.
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     **3.6 REGULAR MEETINGS**     Regular meetings of the Board may be held without notice at such time and at such place asshall from time to time be determined by the Board.     **3.7 SPECIAL MEETINGS; NOTICE**     Special meetings of the Board for any purpose or purposes may be called at any time by thechairperson of the Board, the chief executive officer, the president, the secretary or a majorityof the authorized number of directors.     Notice of the time and place of special meetings shall be:          (i) delivered personally by hand, by courier or by telephone;          (ii) sent by United States first-class mail, postage prepaid;          (iii) sent by facsimile; or          (iv) sent by electronic mail,directed to each director at that director’s address, telephone number, facsimile number orelectronic mail address, as the case may be, as shown on the corporation’s records.     If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent byfacsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours beforethe time of the holding of the meeting. If the notice is sent by United States mail, it shall bedeposited in the United States mail at least four (4) days before the time of the holding of themeeting. Any oral notice may be communicated to the director. The notice need not specify theplace of the meeting (if the meeting is to be held at the corporation’s principal executive office)nor the purpose of the meeting.     **3.8 QUORUM; VOTING**     At all meetings of the Board, a majority of the total authorized number of directors shallconstitute a quorum for the transaction of business. If a quorum is not present at any meeting ofthe Board, then the directors present there at may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum is present. A meeting at which aquorum is initially present may continue to transact business notwithstanding the withdrawal ofdirectors, if any action taken is approved by at least a majority of the required quorum for thatmeeting.     The vote of a majority of the directors present at any meeting at which a quorum is presentshall be the act of the Board, except as may be otherwise specifically provided by statute, thecertificate of incorporation or these bylaws.
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     If the certificate of incorporation provides that one or more directors shall have more orless than one vote per director on any matter, every reference in these bylaws to a majority orother proportion of the directors shall refer to a majority or other proportion of the votes of thedirectors.     **3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING**     Unless otherwise restricted by the certificate of incorporation or these bylaws, any actionrequired or permitted to be taken at any meeting of the Board, or of any committee thereof, may betaken without a meeting if all members of the Board or committee, as the case may be, consentthereto in writing or by electronic transmission and the writing or writings or electronictransmission or transmissions are filed with the minutes of proceedings of the Board or committee.Such filing shall be in paper form if the minutes are maintained in paper form and shall be inelectronic form if the minutes are maintained in electronic form.     **3.10 FEES AND COMPENSATION OF DIRECTORS**     Unless otherwise restricted by the certificate of incorporation or these bylaws, the Boardshall have the authority to fix the compensation of directors.     **3.11 REMOVAL OF DIRECTORS**     Any director may be removed from office by the stockholders of the corporation only for cause.No reduction of the authorized number of directors shall have the effect of removing any directorprior to the expiration of such director’s term of office.**ARTICLE IV****COMMITTEES**     **4.1 COMMITTEES OF DIRECTORS**     The Board may, by resolution passed by a majority of the authorized number of directors,designate one or more committees, each committee to consist of one or more of the directors of thecorporation. The Board 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 absenceor disqualification of a member of a committee, the member or members thereof present at anymeeting and not disqualified from voting, whether or not such member or members constitute aquorum, may unanimously appoint another member of the Board to act at the meeting in the place ofany such absent or disqualified member. Any such committee, to the extent provided in theresolution of the Board or in these bylaws, shall have and may exercise all the powers andauthority of the Board in the management of the business and affairs of the corporation, and mayauthorize the seal of the corporation to be affixed to all papers that may require it; but no suchcommittee shall have the power or authority to (i) approve or adopt, or recommend to thestockholders, any action or matter (other than the election or removal of directors) expresslyrequired by the DGCL to be submitted to stockholders for approval or (ii) adopt, amend or repealany bylaw of the corporation.
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     **4.2 COMMITTEE MINUTES**     Each committee shall keep regular minutes of its meetings and report the same to the Boardwhen required.     **4.3 MEETINGS AND ACTION OF COMMITTEES**     Meetings and actions of committees shall be governed by, and held and taken in accordancewith, the provisions of:          (i) Section 3.5 (place of meetings and meetings by telephone);          (ii) Section 3.6 (regular meetings);          (iii) Section 3.7 (special meetings; notice);          (iv) Section 3.8 (quorum; voting);          (v) Section 3.9 (board action by written consent without a meeting); and          (vi) Section 7.5 (waiver of notice),with such changes in the context of those bylaws as are necessary to substitute the committee andits members for the Board and its members. However:          (i) the time of regular meetings of committees may be determined either by resolution of theBoard or by resolution of the committee;          (ii) special meetings of committees may also be called by resolution of the Board; and          (iii) notice of special meetings of committees shall also be given to all alternate members,who shall have the right to attend all meetings of the committee. The Board may adopt rules forthe government of any committee not inconsistent with the provisions of these bylaws.     **4.4 SUBCOMMITTEES**     Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutionsof the Board designating the committee, a committee may create one or more subcommittees, eachsubcommittee to consist of one or more members of the committee, and delegate to a subcommittee anyor all of the powers and authority of the committee.
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**ARTICLE V****OFFICERS**     **5.1 OFFICERS**     The officers of the corporation shall be a president and a secretary. The corporation mayalso have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of theBoard, a chief executive officer, a chief financial officer or treasurer, one or more vicepresidents, one or more assistant vice presidents, one or more assistant treasurers, one or moreassistant secretaries, and any such other officers as may be appointed in accordance with theprovisions of these bylaws. Any number of offices may be held by the same person.     **5.2 APPOINTMENT OF OFFICERS**     The Board shall appoint the officers of the corporation, except such officers as may beappointed in accordance with the provisions of Sections 5.3 and 5.5 of these bylaws, subject to therights, if any, of an officer under any contract of employment.     **5.3 SUBORDINATE OFFICERS**     The Board may appoint, or empower the chief executive officer or, in the absence of a chiefexecutive officer, the president, to appoint, such other officers and agents as the business of thecorporation may require. Each of such officers and agents shall hold office for such period, havesuch authority, and perform such duties as are provided in these bylaws or as the Board may fromtime to time determine.     **5.4 REMOVAL AND RESIGNATION OF OFFICERS**     Subject to the rights, if any, of an officer under any contract of employment, any officer maybe removed, either with or without cause, by an affirmative vote of the majority of the Board atany regular or special meeting of the Board or, except in the case of an officer chosen by theBoard, by any officer upon whom such power of removal may be conferred by the Board.     Any officer may resign at any time by giving written notice to the corporation. Anyresignation shall take effect at the date of the receipt of that notice or at any later timespecified in that notice. Unless otherwise specified in the notice of resignation, the acceptanceof the resignation shall not be necessary to make it effective. Any resignation is withoutprejudice to the rights, if any, of the corporation under any contract to which the officer is aparty.     **5.5 VACANCIES IN OFFICES**     Any vacancy occurring in any office of the corporation shall be filled by the Board or asprovided in Section 5.3.
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     **5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS**     The chairperson of the Board, the president, any vice president, the treasurer, the secretaryor assistant secretary of the corporation, or any other person authorized by the Board or thepresident or a vice president, is authorized to vote, represent, and exercise on behalf of thecorporation all rights incident to any and all shares of any other corporation or corporationsstanding in the name of this corporation. The authority granted herein may be exercised either bysuch person directly or by any other person authorized to do so by proxy or power of attorney dulyexecuted by such person having the authority.     **5.7 AUTHORITY AND DUTIES OF OFFICERS**     All officers of the corporation shall respectively have such authority and perform such dutiesin the management of the business of the corporation as may be designated from time to time by theBoard or the stockholders and, to the extent not so provided, as generally pertain to theirrespective offices, subject to the control of the Board.**ARTICLE VI****STOCK**     **6.1 STOCK CERTIFICATES; PARTLY PAID SHARES**     The shares of the corporation shall be represented by certificates, provided that the Boardmay provide by resolution or resolutions that some or all of any or all classes or series of itsstock shall be uncertificated shares. Any such resolution shall not apply to shares represented bya certificate until such certificate is surrendered to the corporation. Every holder of stockrepresented by certificates shall be entitled to have a certificate signed by, or in the name ofthe corporation by the chairperson of the Board or vice-chairperson of the Board, or the presidentor a vice-president, and by the treasurer or an assistant treasurer, or the secretary or anassistant secretary of the corporation representing the number of shares registered in certificateform. Any or all of the signatures on the certificate may be a facsimile. In case any officer,transfer agent or registrar who has signed or whose facsimile signature has been placed upon acertificate has ceased to be such officer, transfer agent or registrar before such certificate isissued, it may be issued by the corporation with the same effect as if such person were suchofficer, transfer agent or registrar at the date of issue. The corporation shall not have power toissue a certificate in bearer form.     The corporation may issue the whole or any part of its shares as partly paid and subject tocall for the remainder of the consideration to be paid therefor. Upon the face or back of eachstock certificate issued to represent any such partly paid shares, or upon the books and records ofthe corporation in the case of uncertificated partly paid shares, the total amount of theconsideration to be paid therefor and the amount paid thereon shall be stated. Upon thedeclaration of any dividend on fully paid shares, the corporation shall declare a dividend uponpartly paid shares of the same class, but only upon the basis of the percentage of theconsideration actually paid thereon.
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     **6.2 SPECIAL DESIGNATION ON CERTIFICATES**     The powers, the designations, the preferences, and the relative, participating, optional orother special rights of each class of stock or series thereof and the qualifications, limitationsor restrictions of such preferences and/or rights shall be set forth in full or summarized on theface or back of the certificate that the corporation shall issue to represent such class or seriesof stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieuof the foregoing requirements there may be set forth on the face or back of the certificate thatthe corporation shall issue to represent such class or series of stock a statement that thecorporation will furnish without charge to each stockholder who so requests the powers, thedesignations, the preferences, and the relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights.     **6.3 LOST CERTIFICATES**     Except as provided in this Section 6.3, no new certificates for shares shall be issued toreplace a previously issued certificate unless the latter is surrendered to the corporation andcancelled at the same time. The corporation may issue a new certificate of stock or uncertificatedshares in the place of any certificate theretofore issued by it, alleged to have been lost, stolenor destroyed, and the corporation may require the owner of the lost, stolen or destroyedcertificate, or such owner’s legal representative, to give the corporation a bond sufficient toindemnify it against any claim that may be made against it on account of the alleged loss, theft ordestruction of any such certificate or the issuance of such new certificate or uncertificatedshares.     **6.4 DIVIDENDS**     The Board, subject to any restrictions contained in the certificate of incorporation orapplicable law, may declare and pay dividends upon the shares of the corporation’s capital stock.Dividends may be paid in cash, in property or in shares of the corporation’s capital stock, subjectto the provisions of the certificate of incorporation.     The Board may set apart out of any of the funds of the corporation available for dividends areserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shallinclude but not be limited to equalizing dividends, repairing or maintaining any property of thecorporation, and meeting contingencies.     **6.5 TRANSFER OF STOCK**     Upon surrender to the corporation or the transfer agent of the corporation of a certificatefor shares duly endorsed or accompanied by proper evidence of succession, assignation or authorityto transfer, it shall be the duty of the corporation to issue a new certificate to the personentitled thereto, cancel the old certificate, and record the transaction in its books.
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     **6.6 STOCK TRANSFER AGREEMENTS**     The corporation shall have power to enter into and perform any agreement with any number ofstockholders of any one or more classes of stock of the corporation to restrict the transfer ofshares of stock of the corporation of any one or more classes owned by such stockholders in anymanner not prohibited by the DGCL.     **6.7 RECORD STOCKHOLDERS**     The corporation:          (i) shall be entitled to recognize the exclusive right of a person registered on its books asthe owner of shares to receive dividends and to vote as such owner;          (ii) shall be entitled to hold liable for calls and assessments the person registered on itsbooks as the owner of shares; and          (iii) shall not be bound to recognize any equitable or other claim to or interest in suchshare or shares on the part of another person, whether or not it shall have express or other noticethereof, except as otherwise provided by the laws of Delaware.**ARTICLE VII****MANNER OF GIVING NOTICE AND WAIVER**     **7.1 NOTICE OF STOCKHOLDERS’ MEETINGS**     Notice of any meeting of stockholders, if mailed, is given when deposited in the United Statesmail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears onthe corporation’s records. An affidavit of the secretary or an assistant secretary of thecorporation or of the transfer agent or other agent of the corporation that the notice has beengiven shall, in the absence of fraud, be prima facie evidence of the facts stated therein.     **7.2 NOTICE BY ELECTRONIC TRANSMISSION**     Without limiting the manner by which notice otherwise may be given effectively to stockholderspursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholdersgiven by the corporation under any provision of the DGCL, the certificate of incorporation or thesebylaws shall be effective if given by a form of electronic transmission consented to by thestockholder to whom the notice is given. Any such consent shall be revocable by the stockholder bywritten notice to the corporation. Any such consent shall be deemed revoked if:          (i) the corporation is unable to deliver by electronic transmission two consecutive noticesgiven by the corporation in accordance with such consent; and
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          (ii) such inability becomes known to the secretary or an assistant secretary of thecorporation or to the transfer agent, or other person responsible for the giving of notice.However, the inadvertent failure to treat such inability as a revocation shall not invalidate anymeeting or other action.     Any notice given pursuant to the preceding paragraph shall be deemed given:          (i) if by facsimile telecommunication, when directed to a number at which the stockholder hasconsented to receive notice;          (ii) if by electronic mail, when directed to an electronic mail address at which thestockholder has consented to receive notice;          (iii) if by a posting on an electronic network together with separate notice to thestockholder of such specific posting, upon the later of (A) such posting and (B) the giving of suchseparate notice; and          (iv) if by any other form of electronic transmission, when directed to the stockholder.     An affidavit of the secretary or an assistant secretary or of the transfer agent or otheragent of the corporation that the notice has been given by a form of electronic transmission shall,in the absence of fraud, be prima facie evidence of the facts stated therein.     An “electronic transmission” means any form of communication, not directly involving thephysical transmission of paper, that creates a record that may be retained, retrieved, and reviewedby a recipient thereof, and that may be directly reproduced in paper form by such a recipientthrough an automated process.     Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or324 of the DGCL.     **7.3 NOTICE TO STOCKHOLDERS SHARING AN ADDRESS**     Except as otherwise prohibited under the DGCL, without limiting the manner by which noticeotherwise may be given effectively to stockholders, any notice to stockholders given by thecorporation under the provisions of the DGCL, the certificate of incorporation or these bylawsshall be effective if given by a single written notice to stockholders who share an address ifconsented to by the stockholders at that address to whom such notice is given. Any such consentshall be revocable by the stockholder by written notice to the corporation. Any stockholder whofails to object in writing to the corporation, within 60 days of having been given written noticeby the corporation of its intention to send the single notice, shall be deemed to have consented toreceiving such single written notice.
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     **7.4 NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL**     Whenever notice is required to be given, under the DGCL, the certificate of incorporation orthese bylaws, to any person with whom communication is unlawful, the giving of such notice to suchperson shall not be required and there shall be no duty to apply to any governmental authority oragency for a license or permit to give such notice to such person. Any action or meeting whichshall be taken or held without notice to any such person with whom communication is unlawful shallhave the same force and effect as if such notice had been duly given. In the event that the actiontaken by the corporation is such as to require the filing of a certificate under the DGCL, thecertificate shall state, if such is the fact and if notice is required, that notice was given toall persons entitled to receive notice except such persons with whom communication is unlawful.     **7.5 WAIVER OF NOTICE**     Whenever notice is required to be given under any provision of the DGCL, the certificate ofincorporation or these bylaws, a written waiver, signed by the person entitled to notice, or awaiver by electronic transmission by the person entitled to notice, whether before or after thetime of the event for which notice is to be given, shall be deemed equivalent to notice.Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, exceptwhen the person attends a meeting for the express purpose of objecting at the beginning of themeeting, to the transaction of any business because the meeting is not lawfully called or convened.Neither the business to be transacted at, nor the purpose of, any regular or special meeting ofthe stockholders need be specified in any written waiver of notice or any waiver by electronictransmission unless so required by the certificate of incorporation or these bylaws.**ARTICLE VIII****INDEMNIFICATION** **8.1** **INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS**     Subject to the other provisions of this Article VIII, the corporation shall indemnify anyperson who was or is a party or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrative or investigative (a“Proceeding”) (other than an action by or in the right of the corporation) by reason of the factthat such person is or was a director or officer of the corporation, or is or was a director orofficer of the corporation 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 expenses (including attorneys’ fees), judgments, fines and amounts paid in settlementactually and reasonably incurred by such person in connection with such Proceeding if such personacted in good faith and in a manner such person reasonably believed to be in or not opposed to thebest interests of the corporation, and, with respect to any criminal action or proceeding, had noreasonable cause to believe such person’s conduct was unlawful. The termination of any Proceedingby judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,shall not, of itself, create a
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presumption that the person did not act in good faith and in a manner which such personreasonably believed to be in or not opposed to the best interests of the corporation, and, withrespect to any criminal action or proceeding, had reasonable cause to believe that such person’sconduct was unlawful. **8.2** **INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THECORPORATION**     Subject to the other provisions of this Article VIII, the corporation shall indemnify anyperson who was or is a party or is threatened to be made a party to any threatened, pending orcompleted action or suit by or in the right of the corporation to procure a judgment in its favorby reason of the fact that such person is or was a director or officer of the corporation, or is orwas a director or officer of the corporation serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, joint venture, trust orother enterprise against expenses (including attorneys’ fees) actually and reasonably incurred bysuch person in connection with the defense or settlement of such action or suit if such personacted in good faith and in a manner such person reasonably believed to be in or not opposed to thebest interests of the corporation; except that no indemnification shall be made in respect of anyclaim, issue or matter as to which such person shall have been adjudged to be liable to thecorporation unless and only to the extent that the Court of Chancery or the court in which suchaction or suit was brought shall determine upon application that, despite the adjudication ofliability but in view of all the circumstances of the case, such person is fairly and reasonablyentitled to indemnity for such expenses which the Court of Chancery or such other court shall deemproper.     **8.3 SUCCESSFUL DEFENSE**     To the extent that a present or former director or officer of the corporation has beensuccessful on the merits or otherwise in defense of any action, suit or proceeding described inSection 8.1 or 8.2, or in defense of any claim, issue or matter therein, such person shall beindemnified against expenses (including attorneys’ fees) actually and reasonably incurred by suchperson in connection therewith.     **8.4 INDEMNIFICATION OF OTHERS**     Subject to the other provisions of this Article VIII, the corporation shall have power toindemnify its employees and agents to the extent not prohibited by the DGCL or other applicablelaw. The Board shall have the power to delegate to such person or persons the determination ofwhether employees or agents shall be indemnified.     **8.5 ADVANCED PAYMENT OF EXPENSES**     Expenses (including attorneys’ fees) incurred by an officer or director of the corporation indefending any Proceeding shall be paid by the corporation in advance of the final disposition ofsuch Proceeding upon receipt of an undertaking by or on behalf of the person to repay such amountsif it shall ultimately be determined that the person is not entitled to be indemnified under thisArticle VIII
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or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors andofficers or other employees and agents may be so paid upon such terms and conditions, if any, asthe corporation deems appropriate.     Notwithstanding the foregoing, unless otherwise determined pursuant to Section 8.7, no advanceshall be made by the corporation to an officer of the corporation (except by reason of the factthat such officer is or was a director of the corporation, in which event this paragraph shall notapply) in any Proceeding if a determination is reasonably and promptly made (i) by a majority voteof the directors who are not parties to such Proceeding, even though less than a quorum, (ii) by acommittee of such directors designated by majority vote of such directors, even though less than aquorum, or (iii) if there are no such directors, or if such directors so direct, by independentlegal counsel in a written opinion, that facts known to the decision-making party at the time suchdetermination is made demonstrate clearly and convincingly that such person acted in bad faith orin a manner that such person did not believe to be in or not opposed to the best interests of thecorporation. **8.6** **LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES**     Subject to the requirements in Section 8.3 and the DGCL, the corporation shall not be requiredto provide indemnification or, with respect to clauses (i), (iii) and (iv) below, advance expensesto any person pursuant to this Article VIII:          (i) in connection with any Proceeding (or part thereof) initiated by such person except (i) asotherwise required by law, (ii) in specific cases if the Proceeding was authorized by the Board or(iii) as is required to be made under Section 8.7;          (ii) on account of any Proceeding (or part thereof) against such person providing for anaccounting or disgorgement of profits pursuant to the provisions of Section 16(b) of the 1934 Actor similar provisions of any federal, state or local statutory law or common law;          (iii) for expenses (including attorneys’ fees), judgments, fines and amounts paid insettlement for which payment has actually been made to or on behalf of such person under anystatute, insurance policy, indemnity provision, vote or otherwise, except with respect to anyexcess beyond the amount paid; or          (iv) if prohibited by applicable law.     **8.7 DETERMINATION; CLAIM**     If a claim for indemnification or advancement of expenses under this Article VIII is not paidin full within 60 days after a written claim therefor has been received by the corporation, theclaimant may file suit to recover the unpaid amount of such claim and, if successful in whole or inpart, shall be entitled to be paid the expense of prosecuting such claim. In any such suit, the
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corporation shall have the burden of proving that the claimant was not entitled to therequested indemnification or advancement of expenses under applicable law.     **8.8 NON-EXCLUSIVITY OF RIGHTS**     The indemnification and advancement of expenses provided by, or granted pursuant to, thisArticle VIII shall not be deemed exclusive of any other rights to which those seekingindemnification or advancement of expenses may be entitled under the certificate of incorporationor any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise,both as to action in such person’s official capacity and as to action in another capacity whileholding such office. The corporation is specifically authorized to enter into individual contractswith any or all of its directors, officers, employees or agents respecting indemnification andadvancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.     **8.9 INSURANCE**     The corporation may purchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the corporation, or is or was serving at the request of thecorporation as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any liability asserted against such person and incurredby such person in any such capacity, or arising out of such person’s status as such, whether or notthe corporation would have the power to indemnify such person against such liability under theprovisions of the DGCL.     **8.10 SURVIVAL**     The rights to indemnification and advancement of expenses conferred by this Article VIII shallcontinue as to a person who has ceased to be a director, officer, employee or agent and shall inureto the benefit of the heirs, executors and administrators of such a person.     **8.11 EFFECT OF REPEAL OR MODIFICATION**     Any repeal or modification of this Article VIII shall not adversely affect any right orprotection hereunder of any person in respect of any act or omission occurring prior to the time ofsuch repeal or modification.     **8.12 CERTAIN DEFINITIONS**     For purposes of this Article VIII, references to the “corporation” shall include, in additionto the resulting corporation, any constituent corporation (including any constituent of aconstituent) absorbed in a consolidation or merger which, if its separate existence had continued,would have had power and authority to indemnify its directors, officers, employees or agents, sothat any person who is or was a director, officer, employee or agent of such constituentcorporation, or is or was serving at the request of such constituent corporation as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or otherenterprise, shall stand in the same position
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under the provisions of this Article VIII with respect to the resulting or survivingcorporation as such person would have with respect to such constituent corporation if its separateexistence had continued. For purposes of this Article VIII, references to “other enterprises”shall include employee benefit plans; references to “fines” shall include any excise taxes assessedon a person with respect to an employee benefit plan; and references to “serving at the request ofthe corporation” shall include any service as a director, officer, employee or agent of thecorporation which imposes duties on, or involves services by, such director, officer, employee oragent with respect to an employee benefit plan, its participants or beneficiaries; and a person whoacted in good faith and in a manner such person reasonably believed to be in the interest of theparticipants and beneficiaries of an employee benefit plan shall be deemed to have acted in amanner “not opposed to the best interests of the corporation” as referred to in this Article VIII.**ARTICLE IX****GENERAL MATTERS**     **9.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS**     Except as otherwise provided by law, the certificate of incorporation or these bylaws, theBoard may authorize any officer or officers, or agent or agents, to enter into any contract orexecute any document or instrument in the name of and on behalf of the corporation; such authoritymay be general or confined to specific instances. Unless so authorized or ratified by the Board orwithin the agency power of an officer, no officer, agent or employee shall have any power orauthority to bind the corporation by any contract or engagement or to pledge its credit or torender it liable for any purpose or for any amount.     **9.2 FISCAL YEAR**     The fiscal year of the corporation shall be fixed by resolution of the Board and may bechanged by the Board.     **9.3 SEAL**     The corporation may adopt a corporate seal, which shall be adopted and which may be altered bythe Board. The corporation may use the corporate seal by causing it or a facsimile thereof to beimpressed or affixed or in any other manner reproduced.     **9.4 CONSTRUCTION; DEFINITIONS**     Unless the context requires otherwise, the general provisions, rules of construction, anddefinitions in the DGCL shall govern the construction of these bylaws. Without limiting thegenerality of this provision, the singular number includes the plural, the plural number includesthe singular, and the term “person” includes both a corporation and a natural person.
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**ARTICLE X****AMENDMENTS**     These bylaws may be adopted, amended or repealed by the stockholders entitled to vote.However, the corporation may, in its certificate of incorporation, confer the power to adopt, amendor repeal bylaws upon the directors. The fact that such power has been so conferred upon thedirectors shall not divest the stockholders of the power, nor limit their power to adopt, amend orrepeal bylaws. Notwithstanding the foregoing and any provision of law that might otherwise permita lesser vote or no vote, the Board acting pursuant to a resolution adopted by a majority of theBoard and the affirmative vote of the holders at least sixty-six and two-thirds percent (662/3%) ofthe voting power of the issued and outstanding shares of capital stock of the corporation thenentitled to vote shall be required to amend or repeal Section 2.3, Section 2.4, the last paragraphof Section 2.8 (relating to no cumulative voting), Section 2.9, Section 3.2, Section 3.3, Section3.4, Section 3.11 and Section 8.11 of these bylaws, or this sentence of this Article X.     A bylaw amendment adopted by stockholders which specifies the votes that shall be necessaryfor the election of directors shall not be further amended or repealed by the Board.
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