**Exhibit3.2**

 

**AFTERMARKET TECHNOLOGY CORP.**

 

**(a Delaware corporation)**

 

**BYLAWS**

 

**ARTICLE I**

 

**Offices**

 

**SECTION1.01**     **RegisteredOffice.**  The registeredoffice of Aftermarket Technology Corp. (hereinafter called the Corporation) inthe State of Delaware shall be at 1013 Centre Road, City of Wilmington, Countyof New Castle, and the name of the registered agent in charge thereof shall beCorporation Service Company.

 

**SECTION1.02**     **OtherOffices.**  The Corporation mayalso have an office or offices at such other place or places, either within orwithout the State of Delaware, as the Board of Directors (hereinafter calledthe Board) may from time to time determine or as the business of theCorporation may require.

 

**ARTICLE II**

 

**Meetings of Stockholders**

 

**SECTION2.01**     **AnnualMeetings.**  Annual meetings ofthe stockholders of the Corporation for the purpose of electing directors andfor the transaction of such other proper business as may come before suchmeetings may be held at such time, date and place as the Board shall determineby resolution.

 

**SECTION2.02**     **SpecialMeetings.**  A special meetingof the stockholders for the transaction of any proper business may be called atany time by the Board, by the Chairman of the Board or by the Chief ExecutiveOfficer.

 

**SECTION2.03**     **Place ofMeetings.**  All meetings ofthe stockholders shall be held at such places, within or without the State ofDelaware, as may from time to time be designated by the person or personscalling the respective meeting and specified in the respective notices orwaivers of notice thereof.

 

**SECTION2.04**     **Notice ofMeetings.**  Except asotherwise required by law, notice of each meeting of the stockholders, whetherannual or special, shall be given not less than 10 nor more than 60 days beforethe date of the meeting to each stockholder of record entitled to vote at suchmeeting by delivering a typewritten or printed notice thereof to himpersonally, or by depositing such notice in the United States mail, in apostage prepaid envelope, directed to him at

 

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his post office addressfurnished by him to the Secretary of the Corporation for such purpose or, if heshall not have furnished to the Secretary his address for such purpose, then athis post office address last known to the Secretary, or by transmitting anotice thereof to him at such address by telegraph, cable, or wireless.  Except as otherwise expressly required bylaw, no publication of any notice of a meeting of the stockholders shall berequired.  Every notice of a meeting ofthe stockholders shall state the place, date and hour of the meeting, and, inthe case of a special meeting, shall also state the purpose or purposes forwhich the meeting is called.  Notice ofany meeting of stockholders shall not be required to be given to anystockholder who shall have waived such notice and such notice shall be deemedwaived by any stockholder who shall attend such meeting in person or by proxy,except as a stockholder who shall attend such meeting for the express purposeof objecting, at the beginning of the meeting, to the transaction of anybusiness because the meeting is not lawfully called or convened.  Except as otherwise expressly required bylaw, notice of any adjourned meeting of the stockholders need not be given ifthe time and place thereof are announced at the meeting at which theadjournment is taken.

 

**SECTION2.05**     **Quorum.**  Except in the case of any meeting for theelection of directors summarily ordered as provided by law, the holders ofrecord of a majority in voting interest of the shares of stock of theCorporation entitled to be voted thereat, present in person or by proxy, shallconstitute a quorum for the transaction of business at any meeting of thestockholders of the Corporation or any adjournment thereof.  In the absence of a quorum at any meeting orany adjournment thereof, a majority in voting interest of the stockholderspresent in person or by proxy and entitled to vote thereat or, in the absencetherefrom of all the stockholders, any officer entitled to preside at, or toact as secretary of, such meeting may adjourn such meeting from time totime.  At any such adjourned meeting atwhich a quorum is present any business may be transacted which might have beentransacted at the meeting as originally called.

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**SECTION2.06**     **Voting.**

 

(a)           Eachstockholder shall, at each meeting of the stockholders, be entitled to vote inperson or by proxy each share or fractional share of the stock of theCorporation having voting rights on the matter in question and which shall havebeen held by him and registered in his name on the books of the Corporation:

 

(i)         on the date fixedpursuant to Section 6.05 of these Bylaws as the record date for thedetermination of stockholders entitled to notice of and to vote at suchmeeting, or

 

(ii)        if no such record dateshall have been so fixed, then (a) at the close of business on the day nextpreceding the day on which notice of the meeting shall be given or (b) ifnotice of the meeting shall be waived, at the close of business on the day nextpreceding the day on which the meeting shall be held.

 

(b)           Shares of its own stockbelonging to the Corporation or to another corporation, if a majority of theshares entitled to vote in the election of directors in such other corporation isheld, directly or indirectly, by the Corporation, shall neither be entitled tovote nor be counted for

 

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quorumpurposes.  Persons holding stock of theCorporation in a fiduciary capacity shall be entitled to vote such stock.  Persons whose stock is pledged shall beentitled to vote, unless in the transfer by the pledgor on the books of theCorporation he shall have expressly empowered the pledgee to vote thereon, inwhich case only the pledgee, or his proxy, may represent such stock and votethereon.  Stock having voting powerstanding of record in the names of two or more persons, whether fiduciaries,members of a partnership, joint tenants in common, tenants by entirety orotherwise, or with respect to which two or more persons have the same fiduciaryrelationship, shall be voted in accordance with the provisions of the GeneralCorporation Law of the State of Delaware.

 

(c)           Anysuch voting rights may be exercised by the stockholder entitled thereto in personor by his proxy appointed by an instrument in writing, subscribed by suchstockholder or by his attorney thereunto authorized and delivered to thesecretary of the meeting; provided, however, that no proxy shall be voted oracted upon after three years from its date unless said proxy shall provide fora longer period.  The attendance at anymeeting of a stockholder who may theretofore have given a proxy shall not havethe effect of revoking the same unless he shall in writing so notify thesecretary of the meeting prior to the voting of the proxy.  At any meeting of the stockholders allmatters, except as otherwise provided in the Certificate of Incorporation, inthese Bylaws or by law, shall be decided by the vote of a majority in votinginterest of the stockholders present in person or by proxy and entitled to votethereat and thereon, a quorum being present. The vote at any meeting of the stockholders on any question need not beby ballot, unless so directed by the chairman of the meeting.  On a vote by ballot each ballot shall besigned by the stockholder voting, or by his proxy, if there be such proxy, andit shall state the number of shares voted.

 

**SECTION2.07**     **List ofStockholders.**  The Secretaryof the Corporation shall prepare and make, at least 10 days before everymeeting of stockholders, a complete list of the stockholders entitled to voteat the meeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examinationof any stockholder, for any purpose germane to the meeting, during ordinarybusiness hours, for a period of at least 10 days prior to the meeting, eitherat a place within the city where the meeting is to be held, which place shallbe specified in the notice of the meeting, or, if not so specified, at theplace where the meeting is to be held. The list shall also be produced and kept at the time and place of themeeting during the whole time thereof, and may be inspected by any stockholderwho is present.

 

**SECTION2.08**     **Judges.**  If at any meeting of the stockholders a voteby written ballot shall be taken on any question, the chairman of such meetingmay appoint a judge or judges to act with respect to such vote.  Each judge so appointed shall firstsubscribe an oath faithfully to execute the duties of a judge at such meetingwith strict impartiality and according to the best of his ability.  Such judges shall decide upon thequalification of the voters and shall report the number of shares representedat the meeting and entitled to vote on such question, shall conduct and acceptthe votes, and, when the voting is completed, shall ascertain and report thenumber of shares voted respectively for and against the question.  Reports of judges shall be in writing andsubscribed and delivered by them to the Secretary of the Corporation.  The judges need not be stockholders of theCorporation, and any officer of the Corporation may be a judge

 

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on any question otherthan a vote for or against a proposal in which he shall have a materialinterest.

 

**ARTICLE III**

 

**Board of Directors**

 

**SECTION3.01**     **GeneralPowers.**  The property,business and affairs of the Corporation shall be managed by the Board.

 

**SECTION3.02**     **Number andTerm of Office.**  The numberof directors shall be not less than one nor more than 15 until changed inaccordance with applicable law.  Theexact number of directors shall be fixed from time to time, within the limitsspecified, by resolutions of the Board or the stockholders.  Subject to the foregoing provisions forchanging the exact number of directors, the number of directors of theCorporation shall be nine.  Directorsneed not be stockholders.  Each of thedirectors of the Corporation shall hold office until his successor shall havebeen duly elected and shall qualify or until he shall resign or shall have beenremoved in the manner hereinafter provided.

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**SECTION3.03**     **Election ofDirectors.**  The directorsshall be elected annually by the stockholders of the Corporation and thepersons receiving the greatest number of votes, up to the number of directorsto be elected, shall be the directors.

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**SECTION3.04**     **Resignations.**  Any director of the Corporation may resignat any time by giving written notice to the Board or to the Secretary of theCorporation.  Any such resignation shalltake effect at the time specified therein, or, if the time be not specified, itshall take effect immediately upon its receipt; and unless otherwise specifiedtherein, the acceptance of such resignation shall not be necessary to make iteffective.

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**SECTION3.05**     **Vacancies.**  Except as otherwise provided in theCertificate of Incorporation, any vacancy in the Board, whether because of death,resignation, disqualification, an increase in the number of directors, or anyother cause, may be filled by vote of the majority of the remaining directors,although less than a quorum.  Eachdirector so chosen to fill a vacancy shall hold office until his successorshall have been elected and shall qualify or until he shall resign or shallhave been removed in the manner hereinafter provided.

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**SECTION 3.06**     **Place of Meeting, Etc.**  The Board may hold any of its meetings atsuch place or places within or without the State of Delaware as the Board mayfrom time to time by resolution designate or as shall be designated by theperson or persons calling the meeting or in the notice or a waiver of notice ofany such meeting.  Directors mayparticipate in any regular or special meeting of the Board by means ofconference telephone or similar communications equipment pursuant to which allpersons participating in the meeting of the Board can hear each other, and suchparticipation shall constitute presence in person at such meeting.

 

**SECTION3.07**     **FirstMeeting.**  The Board shallmeet as soon as practicable after each annual election of directors and noticeof such first meeting shall not be required.

 

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**SECTION3.08**     **RegularMeetings.**  Regular meetingsof the Board may be held at such times as the Board shall from time to time byresolution determine.  If any day fixedfor a regular meeting shall be a legal holiday at the place where the meetingis to be held, then the meeting shall be held at the same hour and place on thenext succeeding business day not a legal holiday.  Except as provided by law, notice of regular meetings need not begiven.

 

**SECTION3.09**     **SpecialMeetings.**  Special meetingsof the Board shall be held whenever called by the Chairman of the Board, theChief Executive Officer or a majority of the authorized number ofdirectors.  Except as otherwise providedby law or by these Bylaws, notice of the time and place of each such specialmeeting shall be given to each director in writing and delivered personally,mailed to his or her address appearing on the records of the Corporation, orgiven by telegram, cable, telephone, telecopy, facsimile or a nationallyrecognized overnight delivery service.

 

(i)         Noticeto directors by mail shall be given at least two business days before themeeting and shall be deemed to be given when mailed to the director at his orher address appearing on the records of the Corporation.

 

(ii)        Noticeto directors by telegram, cable, personal delivery, telephone or wireless shallbe given a reasonable time before the meeting but in no event less than onehour before the meeting.  Notice bytelegram or cable shall be deemed to be given when the telegram or cableaddressed to the director at his or her address appearing on the records of theCorporation is delivered to the telegraph company.  Notice by telephone or wireless shall be deemed to be given whentransmitted by telephone or wireless to the telephone number or wireless calldesignation appearing on the records of the Corporation for the director(regardless of whether the director shall have personally received suchtelephone call or wireless message), provided confirmation of transmissionshall be made promptly by telegram or cable in the manner specified above.

 

Except where otherwise required by law or by theseBylaws, notice of the purpose of a special meeting need not be given.  Notice of any meeting of the Board shall notbe required to be given to any director who is present at such meeting, excepta director who shall attend such meeting for the express purpose of objecting,at the beginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened.

 

**SECTION3.10**     **Quorum and Mannerof Acting.**  Except asotherwise provided in these Bylaws or by law, the presence of a majority of theauthorized number of directors shall be required to constitute a quorum for thetransaction of business at any meeting of the Board, and all matters shall bedecided at any such meeting, a quorum being present, by the affirmative votesof a majority of the directors present. In the absence of a quorum, a majority of directors present at anymeeting may adjourn the same from time to time until a quorum shall bepresent.  Notice of any adjournedmeeting need not be given.  Thedirectors shall act only as a Board, and the individual directors shall have nopower as such.

 

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**SECTION3.11**     **Action byConsent.**  Any action requiredor permitted to be taken at any meeting of the Board or of any committeethereof may be taken without a meeting if a written consent thereto is signedby all members of the Board or of such committee, as the case may be, and suchwritten consent is filed with the minutes of proceedings of the Board orcommittee.

 

**SECTION3.12**     **Removal ofDirectors.**  Subject to theprovisions of the Certificate of Incorporation, any director may be removed atany time, either with or without cause, by the affirmative vote of thestockholders having a majority of the voting power of the Corporation given ata special meeting of the stockholders called for the purpose.

 

**SECTION3.13**     **Compensation.**  The directors shall receive only suchcompensation for their services as directors as may be allowed by resolution ofthe Board.  The Board may also providethat the Corporation shall reimburse each such director for any expenseincurred by him on account of his attendance at any meetings of the Board orCommittees of the Board.  Neither thepayment of such compensation nor the reimbursement of such expenses shall beconstrued to preclude any director from serving the Corporation or itssubsidiaries in any other capacity and receiving compensation therefor.

 

**SECTION3.14**     **Committees.**  The Board may, by resolution passed by amajority of the whole Board, designate one or more committees, each committeeto consist of one or more of the directors of the Corporation.  Any such committee, to the extent providedin the resolution of the Board and except as otherwise limited by law, shallhave and may exercise all the powers and authority of the Board in themanagement of the business and affairs of the Corporation, and may authorizethe seal of the Corporation to be affixed to all papers which may requireit.  Any such committee shall keepwritten minutes of its meetings and report the same to the Board at the nextregular meeting of the Board.  In theabsence or disqualification of a member of a committee, the member or membersthereof present at any meeting and not disqualified from voting, whether or nothe or they constitute a quorum, may unanimously appoint another member of theBoard to act at the meeting in the place of any such absent or disqualifiedmember.

 

**SECTION 3.15**     **Election of Chairman.**  The Board shall elect from its members aChairman of the Board.  The Chairmanshall have such powers and duties as shall be assigned to or required of theChairman by the Board.

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**ARTICLE IV**

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**Officers**

 

**SECTION4.01**     **Officers Elected by the Board**.  The Board shall elect in its discretion theChief Executive Officer, the President, the Chief Operating Officer, one ormore Vice Presidents (the number thereof and their respective titles to bedetermined by the Board), the Chief Financial Officer and the Secretary of theCorporation at each annual meeting of the Board.  The Board also may appoint such other officers and agents withsuch powers and duties as it shall deem necessary.  The Board may assign such additional titles to one or more of the

 

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officers as it shall deemappropriate.  Any two or more officesmay be held by the same person, as determined by the Board.

 

**SECTION4.02**     **Term ofOffice.**  Each officer shallhold office until his successor shall have been duly chosen and shall qualifyor until his resignation or removal in the manner hereinafter provided.

 

**SECTION4.03**     **Assistants,Agents and Employees, Etc.** In addition to the officers specified in Section 4.01, the Board may appointother assistants, agents and employees as it may deem necessary or advisable,including one or more Assistant Secretaries, and one or more AssistantTreasurers, each of whom shall hold office for such period, have suchauthority, and perform such duties as the Board may from time to timedetermine.  The Board may delegate toany officer of the Corporation or any committee of the Board the power toappoint, remove and prescribe the duties of any such assistants, agents oremployees.

 

**SECTION4.04**     **Removal.**  Any officer, assistant, agent or employee ofthe Corporation may be removed, with or without cause, at any time: (i) in thecase of an officer, assistant, agent or employee appointed by the Board, onlyby resolution of the Board; and (ii) in the case of an officer, assistant,agent or employee, by any officer of the Corporation or committee of the Boardupon whom or which such power of removal may be conferred by the Board.

 

**SECTION4.05**     **Resignations.**  Any officer or assistant may resign at anytime by giving written notice of his resignation to the Board or the Secretaryof the Corporation.  Any suchresignation shall take effect at the time specified therein, or, if the time benot specified, upon receipt thereof by the Board or the Secretary, as the casemay be; and, unless otherwise specified therein, the acceptance of suchresignation shall not be necessary to make it effective.

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**SECTION4.06**     **Vacancies.**  A vacancy in any office because of death,resignation, removal, disqualification, or other cause, may be filled for theunexpired portion of the term thereof in the manner prescribed in these Bylawsfor regular appointments or elections to such office.

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**SECTION 4.07**     **The Chief Executive Officer**. The Chief Executive Officer, at the request of the Chairman of the Boardor upon his absence or disability, or in the event of a vacancy in the officeof Chairman of the Board, shall exercise all the powers of Chairman of theBoard as provided in Section 3.15.  TheChief Executive Officer shall, subject to the control of the Board, exercisegeneral and active management and supervision over the property, business andaffairs of the Corporation and shall authorize officers of the Corporation toexercise such powers as he, in his discretion, may deem to be in the bestinterests of the Corporation.  The ChiefExecutive Officer shall in general perform all duties incident to generalmanagement and supervision of the Corporation and such other duties as theBoard shall designate from time to time, and shall see that all resolutions andorders of the Board are carried into effect.

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**SECTION 4.08**     **The President.**  The President, at the request of the Chief Executive Officer orupon his absence or disability, or in the event of a vacancy in the office of

 

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the Chief ExecutiveOfficer, shall exercise all the powers of Chief Executive Officer as providedin Section 4.07.  The President shall,subject to the control of the Chief Executive Officer and the Board, exercise generalmanagement and supervision over the business and affairs of the Corporation,and shall authorize officers of the Corporation, other than the Chief ExecutiveOfficer, to exercise such powers with respect to the operating function of theCorporation as he, in his discretion, may deem to be in the best interests ofthe Corporation.  The President shallperform such other duties and have such other powers as the Board shalldesignate from time to time.

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**SECTION 4.09**     **The Chief Operating Officer.**  The Chief Operating Officer, if the Boardshall elect one, shall at the request of the President or upon his absence ordisability, or in the event of a vacancy in the office of the President, shallexercise all the powers of the President as provided in Section 4.08.  The Chief Operating Officer shall, subjectto the control of the Chief Executive Officer, the President and the Board,exercise general management and supervision over the operating functions of theCorporation, and shall authorize officers of the Corporation, other than theChief Executive Officer and the President, to exercise such powers with respectto the operating function of the Corporation as he, in his discretion, may deemto be in the best interests of the Corporation.  The Chief Operating Officer shall perform such other duties andhave such other powers as the Board shall designate from time to time.

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**SECTION4.10**     **The VicePresidents.**  Each VicePresident shall have such powers and perform such duties as the Board may fromtime to time prescribe.  At the requestof the President, or in case of the President’s absence or inability to actupon the request of the Board, a Vice President shall perform the duties of thePresident and when so acting, shall have all the powers of, and be subject toall the restrictions upon, the President.

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**SECTION4.11**     **TheSecretary.**  The Secretaryshall, if present, record the proceedings of all meetings of the Board, of thestockholders, and of all committees of which a secretary shall not have beenappointed in one or more books provided for that purpose; he shall see that allnotices are duly given in accordance with these Bylaws and as required by law;he shall be custodian of the seal of the Corporation and shall affix and attestthe seal to all documents to be executed on behalf of the Corporation under itsseal; and, in general, he shall perform all the duties incident to the officeof Secretary and such other duties as may from time to time be assigned to himby the Board.

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**SECTION4.12**     **The ChiefFinancial Officer.**  The ChiefFinancial Officer shall have the general care and custody of the funds andsecurities of the Corporation, and shall deposit all such funds in the name ofthe Corporation in such banks, trust companies or other depositories as shallbe selected by the Board.  He shallreceive, and give receipts for, moneys due and payable to the Corporation fromany source whatsoever.  He shallexercise general supervision over expenditures and disbursements made byofficers, agents and employees of the Corporation and the preparation of suchrecords and reports in connection therewith as may be necessary ordesirable.  He shall, in general,perform all other duties incident to the office of Chief Financial Officer andsuch other duties as from time to time may be assigned to him by the Board.

 

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**SECTION4.13**     **Compensation.**  The compensation of the officers of theCorporation shall be fixed from time to time by the Board.  None of such officers shall be prevented fromreceiving such compensation by reason of the fact that he is also a director ofthe Corporation.  Nothing containedherein shall preclude any officer from serving the Corporation, or anysubsidiary corporation, in any other capacity and receiving such compensationby reason of the fact that he is also a director of the Corporation.  Nothing contained herein shall preclude anyofficer from serving the Corporation, or any subsidiary corporation, in anyother capacity and receiving proper compensation therefor.

**ARTICLE V**

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**Contracts, Checks, Drafts, Bank Accounts, Etc.**

 

**SECTION5.01**     **Execution ofContracts.**  The Board, exceptas in th­ese Bylaws otherwise provided, may authorize any officer or officers,agent or agents, to enter into any contract or execute any instrument in thename of and on behalf of the Corporation, and such authority may be general orconfined to specific instances; and unless so authorized by the Board or bythese Bylaws, no officer, agent or employee shall have any power or authority tobind the Corporation by any contract or engagement or to pledge its credit orto render it liable for any purpose or in any amount.

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**SECTION5.02**     **Checks,Drafts, Etc.**  All checks,drafts or other orders for payment of money, notes or other evidence of indebtedness,issued in the name of or payable to the Corporation, shall be signed orendorsed by such person or persons and in such manner as, from time to time,shall be determined by resolution of the Board.  Each such officer, assistant, agent or attorney shall give suchbond, if any, as the Board may require.

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**SECTION5.03**     **Deposits.**  All funds of the Corporation not otherwiseemployed shall be deposited from time to time to the credit of the Corporationin such banks, trust companies or other depositories as the Board may select,or as may be selected by any officer or officers, assistant or assistants,agent or agents, or attorney or attorneys of the Corporation to whom such powershall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for theaccount of the Corporation, the Chief Executive Officer, the President, theChief Operating Officer, any Vice President or the Chief Financial Officer (orany other officer or officers, assistant or assistants, agent or agents, orattorney or attorneys of the Corporation who shall from time to time bedetermined by the Board) may endorse, assign and deliver checks, drafts andother orders for the payment of money which are payable to the order of theCorporation.

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**SECTION5.04**     **General andSpecial Bank Accounts.**  TheBoard may from time to time authorize the opening and keeping of general andspecial bank accounts with such banks, trust companies or other depositories asthe Board may select or as may be selected by any officer or officers,assistant or assistants, agent or agents, or attorney or attorneys of theCorporation to whom such power shall have been delegated by the Board.  The Board may make such special rules andregulations with respect to such bank accounts, not inconsistent with theprovisions of these Bylaws, as it may deem expedient.

 

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**ARTICLE VI**

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**Shares and Their Transfer**

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**SECTION6.01**     **Certificatesfor Stock.**  Every owner ofstock of the Corporation shall be entitled to have a certificate orcertificates, to be in such form as the Board shall prescribe, certifying thenumber and class of shares of the stock of the Corporation owned by him.  The certificates representing shares of suchstock shall be numbered in the order in which they shall be issued and shall besigned in the name of the Corporation by the Chief Executive Officer, thePresident, the Chief Operating Officer or a Vice President, and by theSecretary or an Assistant Secretary or by the Chief Financial Officer or anAssistant Treasurer.  Any of or all ofthe signatures on the certificates may be a facsimile.  In case any officer, transfer agent orregistrar who has signed, or whose facsimile signature has been placed upon,any such certificate, shall have ceased to be such officer, transfer agent orregistrar before such certificate is issued, such certificate may neverthelessbe issued by the Corporation with the same effect as though the person whosigned such certificate, or whose facsimile signature shall have been placedthereupon, were such officer, transfer agent or registrar at the date ofissue.  A record shall be kept of therespective names of the persons, firms or corporations owning the stock representedby such certificates, the number and class of shares represented by suchcertificates, respectively, and the respective dates thereof, and in case ofcancellation, the respective dates of cancellation.  Every certificate surrendered to the Corporation for exchange ortransfer shall be cancelled, and no new certificate or certificates shall beissued in exchange for any existing certificate until such existing certificateshall have been so cancelled, except in cases provided for in Section 6.04.

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**SECTION6.02**     **Transfers ofStock.**  Transfers of sharesof stock of the Corporation shall be made only on the books of the Corporationby the registered holder thereof, or by his attorney thereunto authorized bypower of attorney duly executed and filed with the Secretary, or with atransfer clerk or a transfer agent appointed as provided in Section 6.03, andupon surrender of the certificate or certificates for such shares properlyendorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of theCorporation shall be deemed the owner thereof for all purposes as regards theCorporation.  Whenever any transfer ofshares shall be made for collateral security, and not absolutely, such factshall be so expressed in the entry of transfer if, when the certificate orcertificates shall be presented to the Corporation for transfer, both thetransferor and the transferee request the Corporation to do so.

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**SECTION6.03**     **Regulations.**  The Board may make such rules andregulations as it may deem expedient, not inconsistent with these Bylaws,concerning the issue, transfer and registration of certificates for shares ofthe stock of the Corporation.  It mayappoint, or authorize any officer or officers to appoint, one or more transferclerks or one or more transfer agents and one or more registrars, and mayrequire all certificates for stock to bear the signature or signatures of anyof them.

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**SECTION6.04**     **Lost,Stolen, Destroyed and Mutilated Certificates.**  In any case of loss, theft, destruction ormutilation of any certificate of stock, another may be issued in its place uponproof of such loss, theft, destruction or mutilation and upon the giving of abond of

 

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indemnity to theCorporation in such form and in such sum as the Board may direct; provided,however, that a new certificate may be issued without requiring any bond when,in the judgment of the Board, it is proper so to do.

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**SECTION6.05**     **Fixing Datefor Determination of Stockholders of Record.**  In order that the Corporation may determinethe stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, or to express consent to corporateaction in writing without a meeting, or entitled to receive payment of anydividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any other change, conversion or exchange ofstock or for the purpose of any other lawful action, the Board may fix, inadvance, a record date, which shall not be more than 60 nor less than 10 daysbefore the date of such meeting, nor more than 60 days prior to any otheraction.  If in any case involving thedetermination of stockholders for any purpose other than notice of or voting ata meeting of stockholders or expressing consent to corporate action without ameeting the Board shall not fix such a record date, the record date fordetermining stockholders for such purpose shall be the close of business on theday on which the Board shall adopt the resolution relating thereto.  A determination of stockholders entitled tonotice of or to vote at a meeting of stockholders shall apply to anyadjournment of such meeting; provided, however, that the Board may fix a newrecord date for the adjourned meeting.

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**ARTICLE VII**

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**Indemnification**

 

**SECTION7.01**     **Action,Etc., Other Than by or in the Right of the Corporation.**  The Corporation shall indemnify any personwho was or is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (other than an action by or in the right of theCorporation) by reason of the fact that he is or was a director, officer,employee or agent of the Corporation, or is or was serving at the request ofthe Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by him in connection with suchaction, suit or proceeding if he acted in good faith and in a manner hereasonably believed to be in or not opposed to the best interests of theCorporation, and with respect to any criminal action or proceeding, had noreasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment,order, settlement, conviction, or upon a plea of nolo contendere or itsequivalent, shall not, of itself, create a presumption that the person did notact in good faith and in a manner which he reasonably believed to be in or notopposed to the best interests of the Corporation, and, with respect to anycriminal action or proceeding, that he had reasonable cause to believe that hisconduct was unlawful.

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**SECTION7.02**     **Actions,Etc., by or in the Right of the Corporation.**  The Corporation shall indemnify any personwho was or is a party or is threatened to be made a party to any threatened,pending or completed action or suit by or in the right of the Corporation toprocure a judgment in its favor by reason of the fact that he is or was adirector, officer, employee

 

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or agent of theCorporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against expenses (including attorneys’ fees)actually and reasonably incurred by him in connection with the defense orsettlement of such action or suit if he acted in good faith and in a manner hereasonably believed to be in or not opposed to the best interests of theCorporation, except that no indemnification shall be made in respect of anyclaim, issue or matter as to which such person shall have been adjudged to beliable for negligence or misconduct in the performance of his duty to theCorporation unless and only to the extent that the Court of Chancery or thecourt in which such action or suit was brought shall determine upon applicationthat, despite the adjudication of liability but in view of all thecircumstances of the case, such person is fairly and reasonably entitled toindemnity for such expenses which the Court of Chancery or such other courtshall deem proper.

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**SECTION7.03**     **Determinationof Right of Indemnification.** Any indemnification under Section 7.01 or 7.02 (unless ordered by acourt) shall be made by the Corporation only as authorized in the specific caseupon a determination that indemnification of the director, officer, employee oragent is proper in the circumstances because he has met the applicable standardof conduct set forth in Section 7.01 and 7.02. Such determination shall be made(i) by the Board by a majority vote of a quorum consisting of directors whowere not parties to such action, suit or proceeding, or (ii) if such a quorumis not obtainable, or, even if obtainable a quorum of disinterested directorsso directs, by independent legal counsel in a written opinion, or (iii) by thestockholders.

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**SECTION7.04**     **IndemnificationAgainst Expenses of Successful Party.**  Notwithstanding the other provisions of this Article, to theextent that a director, officer, employee or agent of the Corporation has beensuccessful on the merits or otherwise in defense of any action, suit orproceeding referred to in Section 7.01 or 7.02, or in defense of any claim,issue or matter therein, he shall be indemnified against expenses (includingattorneys’ fees) actually and reasonably incurred by him in connectiontherewith.

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**SECTION7.05**     **PrepaidExpenses.**  Expenses incurredby an officer or director in defending a civil or criminal action, suit orproceeding may be paid by the Corporation in advance of the final dispositionof such action, suit or proceeding as authorized by the Board in the specificcase upon receipt of an undertaking by or on behalf of the director or officerto repay such amount unless it shall ultimately be determined that he isentitled to be indemnified by the Corporation as authorized in thisArticle.  Such expenses incurred byother employees and agents may be so paid upon such terms and conditions, ifany, as the Board deems appropriate. 

 

**SECTION7.06**     **Other Rightsand Remedies.**  Theindemnification provided by this Article shall not be deemed exclusive of anyother rights to which those seeking indemnification may be entitled under anyBylaws, agreement, vote of stockholders or disinterested directors orotherwise, both as to action in his official capacity and as to action in anothercapacity while holding such office, and shall continue as to a person who hasceased to be a director, officer, employee or agent and shall inure to thebenefit of the heirs, executors and administrators of such a person.

 

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**SECTION7.07**     **Insurance.**  Upon resolution passed by the Board, theCorporation may purchase and maintain insurance on behalf of any person who isor was a director, officer, employee or agent of the Corporation, or is or wasserving at the request of the Corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or otherenterprise against any liability asserted against him and incurred by him inany such capacity, or arising out of his status as such, whether or not theCorporation would have the power to indemnify him against such liability underthe provisions of this Article.

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**SECTION7.08**     **ConstituentCorporations.**  For thepurposes of this Article, references to “the Corporation” include allconstituent corporations absorbed in a consolidation or merger as well as theresulting or surviving corporation, so that any person who is or was adirector, officer, employee or agent of such a constituent corporation or is orwas serving at the request of such constituent corporation as a director,officer, employee or agent of another corporation, partnership, joint venture,trust or other enterprise shall stand in the same position under the provisionsof this Article with respect to the resulting or surviving corporation as hewould if he had served the resulting or surviving corporation in the samecapacity.

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**SECTION7.09**     **OtherEnterprises, Fines and Serving at Corporation’s Request.**  For purposes of this Article, references to“other enterprises” shall include employee benefit plans; references to “fines”shall include any excise taxes assessed on a person with respect to anyemployee benefit plan; and references to “serving at the request of theCorporation” shall include any service as a director, officer, employee oragent of the Corporation which imposes duties on, or involves services by, suchdirector, officer, employee, or agent with respect to an employee benefit plan,its participants, or beneficiaries; and a person who acted in good faith and ina manner he reasonably believed to be in the interest of the participants andbeneficiaries 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 inthis Article.

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**ARTICLEVIII**

 

**Miscellaneous**

 

**SECTION8.01**     **Seal.**  The Board shall provide a corporate seal,which shall be in the form of a circle and shall bear the name of theCorporation and words and figures showing that the Corporation was incorporatedin the State of Delaware and the year of incorporation.

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**SECTION8.02**     **Waiver ofNotices.**  Whenever notice isrequired to be given by these Bylaws or the Certificate of Incorporation or bylaw, the person entitled to said notice may waive such notice in writing,either before or after the time stated therein, and such waiver shall be deemedequivalent to notice.

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**SECTION8.03**     **Amendments.**  These Bylaws, or any of them, may bealtered, amended or repealed, and new Bylaws may be made, (i) by the Board, byvote of a majority of the number of directors then in office as directors,acting at any meeting of the Board, or (ii) by the stockholders, at any annualmeeting of stockholders, without previous notice, or at any special meeting ofstockholders, provided that notice of such proposed amendment, modification,

 

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repeal or adoption isgiven in the notice of special meeting. Any Bylaws made or altered by the stockholders may be altered orrepealed by either the Board or the stockholders.

 

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