**EXHIBIT 3.2**

 

**BYLAWS**

 

**OF**

 

**ULTRATECH STEPPER, INC.**

 

CORPORATE OFFICES

 

REGISTERED OFFICE.

 

The registered office ofthe corporation in the State of Delaware shall be in the City of Wilmington,County of New Castle, State of Delaware. The name of the registered agent of the corporation at such location isThe Prentice-Hall Corporation System, Inc.

 

OTHER OFFICES.

 

The board of directorsmay at any time establish other offices at any place or places where thecorporation is qualified to do business.

 

MEETINGS OF STOCKHOLDERS

 

PLACE OF MEETINGS.

 

Meetings of stockholdersshall be held at the principal executive offices of the corporation, or at anyother place, within or outside the State of Delaware, designated by the boardof directors.  In the absence of any suchdesignation, stockholders’ meetings shall be held at the principal executiveoffices of the corporation.

 

ANNUAL MEETING.

 

An annual meeting ofstockholders shall be held for the election of directors at such date, time andplace, either within or without the State of Delaware, as may be designated byresolution of the board of directors from time to time.  Any other proper business may be transactedat the annual meeting.

 

SPECIAL MEETINGS.

 

A special meeting of thestockholders may be called at any time by the board of directors, or by thechairman of the board, by the president or by the chief executive officer.

 

If a special meeting iscalled by any person or persons other than the board of directors, the requestshall be in writing, specifying the time of such meeting and the general natureof the business proposed to be transacted, and shall be delivered personally orsent by registered mail or by telegraphic or other facsimile transmission tothe chairman of the board, the president, chief executive officer, or thesecretary of the corporation.  Nobusiness may be transacted at such special meeting otherwise than specified insuch notice.  The officer receiving therequest shall cause notice to be promptly given to the stockholders entitled tovote, in accordance with the provisions of Sections 2.4 and 2.5, that a meetingwill be held at the time requested by the person or persons who called themeeting, not less than thirty-five (35) nor more than sixty (60) days after thereceipt of the request.  If the noticeis not given within twenty (20) days after the receipt of the request, theperson or persons requesting the meeting may give the notice.  Nothing contained in this paragraph of thisSection 2.3 shall be construed as limiting, fixing, or affecting the time whena meeting of stockholders called by action of the board of directors may beheld.

 

NOTICE OF STOCKHOLDERS’MEETINGS.

 

All notices of meetingswith stockholders shall be in writing and shall be sent or otherwise given inaccordance with Section 2.6 of these bylaws not less than ten (10) nor morethan sixty (60) days before the date of the meeting to each stockholderentitled to vote at such meeting.  Thenotice shall specify the place,

 

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date, and hour of themeeting, and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called.

 

ADVANCE NOTICE OFSTOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS.

 

To be properly broughtbefore an annual meeting or special meeting, nominations for the election ofdirector or other business must be (a) specified in the notice of meeting (orany supplement thereto) given by or at the direction of the board of directors,(b) otherwise properly brought before the meeting by or at the direction of theboard of directors, or (c) otherwise properly brought before the meeting by astockholder.  For such nominations orother business to be considered properly brought before the meeting by astockholder, such stockholder must have given timely notice and in proper formof his intent to bring such business before such meeting.  To be timely, such stockholder’s notice mustbe delivered to or mailed and received by the secretary of the corporation notless than ninety (90) days prior to the meeting; provided, however, that in theevent that less than one-hundred (100) days notice or prior public disclosureof the date of the meeting is given or made to stockholders, notice by thestockholder to be timely must be so received not later than the close ofbusiness on the tenth day following the day on which such notice of the date ofthe meeting was mailed or such public disclosure was made.  To be in proper form, a stockholder’s noticeto the secretary shall set forth:

 

the name and address ofthe stockholder who intends to make the nominations or propose the businessand, as the case may be, the name and address of the person or persons to benominated or the nature of the business to be proposed;

 

a representation that thestockholder is a holder of record of stock of the corporation entitled to voteat such meeting and, if applicable, intends to appear in person or by proxy atthe meeting to nominate the person or persons specified in the notice orintroduce the business specified in the notice;

 

if applicable, adescription of all arrangements or understandings between the stockholder andeach nominee and any other person or persons (naming such person or persons)pursuant to which the nomination or nominations are to be made by thestockholder;

 

such other informationregarding each nominee or each matter of business to be proposed by suchstockholder as would be required to be included in a proxy statement filedpursuant to the proxy rules of the Securities and Exchange Commission had thenominee been nominated, or intended to be nominated, or the matter beenproposed, or intended to be proposed by the board of directors; or

 

if applicable, theconsent of each nominee to serve as director of the corporation if so elected.

 

The chairman of the meetingmay refuse to acknowledge the nomination of any person or the proposal of anybusiness not made in compliance with the foregoing procedure.

 

MANNER OF GIVING NOTICE;AFFIDAVIT OF NOTICE.

 

Written notice of anymeeting of stockholders, if mailed, is given when deposited in the UnitedStates mail, postage prepaid, directed to the stockholder at his address as itappears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of thetransfer agent of the corporation that the notice has been given shall, in theabsence of fraud, be prima facie evidence of the facts stated therein.

 

QUORUM.

 

The holders of a majorityof the stock issued and outstanding and entitled to vote thereat, present inperson or represented by proxy, shall constitute a quorum at all meetings ofthe stockholders for the transaction of business except as otherwise providedby statute or by the certificate of incorporation.  If, however, such quorum is not present or represented at anymeeting of the stockholders, then either (i) the chairman of the meeting or(ii) the stockholders entitled to vote thereat, present in person orrepresented by proxy, shall have power to adjourn the meeting from time totime, without notice other than announcement at the meeting, until a quorum ispresent or represented.  At suchadjourned meeting at which a quorum is present or represented, any business maybe transacted that might have been transacted at the meeting as originallynoticed.

 

When a quorum is presentor represented at any meeting, the vote of the holders of a majority of thestock having voting power present in person or represented by proxy shalldecide any question brought before such meeting, unless the question is oneupon which, by express provisions of the statutes or of the

 

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certificate ofincorporation, a different vote is required, in which case such expressprovision shall govern and control the decision of the question.

 

ADJOURNED MEETING; NOTICE.

 

When a meeting isadjourned to another time or place, unless these bylaws otherwise require,notice need not be given of the adjourned meeting if the time and place thereofare announced at the meeting at which the adjournment is taken.  At the adjourned meeting the corporation maytransact any business that might have been transacted at the originalmeeting.  If the adjournment is for morethan thirty (30) days, or if after the adjournment a new record date is fixedfor the adjourned meeting, a notice of the adjourned meeting shall be given toeach stockholder of record entitled to vote at the meeting.

 

VOTING.

 

The stockholders entitledto vote at any meeting of stockholders shall be determined in accordance withthe provisions of Section 2.12 and Section 2.14 of these bylaws, subject to theprovisions of Sections 217 and 218 of the General Corporation Law of Delaware(relating to voting rights of fiduciaries, pledgors and joint owners of stockand to voting trusts and other voting agreements).

 

Except as may otherwisebe provided in the certificate of incorporation, each stockholder shall beentitled to one vote for each share of capital stock held by such stockholder.

 

WAIVER OF NOTICE.

 

Whenever notice isrequired to be given under any provision of the General Corporation Law ofDelaware or of the certificate of incorporation or these bylaws, a writtenwaiver thereof, signed by the person entitled to notice, whether before orafter the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person attends ameeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened.  Neither the business to betransacted at, nor the purpose of, any regular or special meeting of thestockholders need be specified in any written waiver of notice unless sorequired by the certificate of incorporation or these bylaws.

 

STOCKHOLDER ACTION BYWRITTEN CONSENT WITHOUT A MEETING.

 

Effective upon theclosing of the corporation’s initial public offering of securities pursuant toa registration statement filed under the Securities Act of 1933, as amended,the stockholders of the corporation may not take action by written consentwithout a meeting but must take any such actions at a duly called annual orspecial meeting.

 

RECORD DATE FORSTOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.

 

In order that thecorporation may determine the stockholders entitled to notice of, or to voteat, any meeting of stockholders or any adjournment thereof or entitled toexpress consent or dissent to corporate action in writing without a meeting (ifotherwise permitted by these bylaws and the corporation’s certificate ofincorporation), or entitled to receive payment of any dividend or otherdistribution 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 anyother lawful action, the board of directors may fix, in advance, a record date,which shall be not more than sixty (60) nor less than ten (10) days before thedate of such meeting, nor more than sixty (60) days prior to any other action.

 

If the board of directorsdoes not so fix a record date, the fixing of such record date shall be governedby the provisions of Section 213 of the General Corporation Law of Delaware.

 

A determination ofstockholders 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 of directors may fix a new record date for the adjournedmeeting.

 

PROXIES.

 

Each stockholder entitledto vote at a meeting of stockholders or entitled to express consent or dissentto corporate action in writing without a meeting (if otherwise permitted bythese bylaws and the corporation’s certificate of incorporation) may authorizeanother person or persons to act for him by a written proxy, signed by the stockholderand filed with the secretary of the corporation, but no such proxy shall bevoted

 

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or acted upon after three(3) years from its date, unless the proxy provides for a longer period.  A proxy shall be deemed signed if thestockholder’s name is placed on the proxy (whether by manual signature,typewriting, telegraphic transmission or otherwise) by the stockholder or thestockholder’s attorney-in-fact.  The revocabilityof a proxy that states on its face that it is irrevocable shall be governed bythe provisions of Section 212(c) of the General Corporation Law of Delaware.

 

LIST OF STOCKHOLDERSENTITLED TO VOTE.

 

The officer who hascharge of the stock ledger of the corporation shall prepare and make, at leastten (10) days before every meeting of stockholders, a complete list of thestockholders entitled to vote at the meeting, arranged in alphabetical order,and showing the address of each stockholder and the number of shares registeredin the name of each stockholder.  Suchlist shall be open to the examination of any stockholder, for any purposegermane to the meeting, during ordinary business hours, for a period of atleast ten (10) days prior to the meeting, either at a place within the citywhere the meeting is to be held, which place shall be specified in the noticeof the meeting, or, if not so specified, at the place where the meeting is tobe held.  The list shall also beproduced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidenceas to who are the stockholders entitled to examine the stock ledger, the listof stockholders or the books of the corporation, or to vote in person or byproxy at any meeting of stockholders and of the number of shares held by eachsuch stockholder.

 

CONDUCT OF BUSINESS.

 

Meetings of stockholdersshall be presided over by the chairman of the board, if any, or in his absenceby the president, or in his absence by a vice president, or in the absence ofthe foregoing persons by a chairman designated by the board of directors, or inthe absence of such designation by a chairman chosen at the meeting.  The secretary shall act as secretary of themeeting, but in his absence the chairman of the meeting may appoint any personto act as secretary of the meeting.  Thechairman of any meeting of stockholders shall determine the order of businessand the procedures at the meeting, including such matters as the regulation ofthe manner of voting and conduct of business.

 

DIRECTORS

 

POWERS.

 

Subject to the provisionsof the General Corporation Law of Delaware and any limitations in thecertificate of incorporation or these bylaws relating to action required to beapproved by the stockholders or by the outstanding shares, the business andaffairs of the corporation shall be managed and all corporate powers shall beexercised by or under the direction of the board of directors.

 

NUMBER OF DIRECTORS.

 

The number of directorsof the corporation is fixed at nine (9)(1). No reduction of the authorized number of directors shall have the effectof removing any director before that director’s term of office expires.

 

ELECTION QUALIFICATIONAND TERM OF OFFICE OF DIRECTORS.

 

Each director shall holdoffice until his successor is elected and qualified or until his earlierresignation or removal.  Directors neednot be stockholders unless so required by the certificate of incorporation orthese bylaws.  Election of directors neednot be by written ballot.

 

RESIGNATION ANDVACANCIES.

 

Any director may resignat any time upon written notice to the corporation.  Any vacancy occurring in the board of directors may be filled bya majority of the remaining members of the board of directors, although suchmajority is less than a quorum, or by a plurality of the votes cast at ameeting of stockholders, and each director so elected shall hold office untilthe expiration of the term of office of the director whom he has replaced.

 

Unless otherwise providedin the certificate of incorporation or these bylaws:

 

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(1) Amended as of September 27, 1995,March 5, 1996, July 18, 2000 and April 15, 2003.

 

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Vacancies and newlycreated directorships resulting from any increase in the authorized number ofdirectors elected by all of the stockholders having the right to vote as asingle class may be filled by a majority of the directors then in office,although less than a quorum, or by a sole remaining director.

 

Whenever the holders ofany class or classes of stock or series thereof are entitled to elect one ormore directors by the provisions of the certificate of incorporation, vacanciesand newly created directorships of such class or classes or series may befilled by a majority of the directors elected by such class or classes orseries thereof then in office, or by a sole remaining director so elected.

 

If at any time, by reasonof death or resignation or other cause, the corporation should have nodirectors in office, then any officer or any stockholder or an executor,administrator, trustee or guardian of a stockholder, or other fiduciaryentrusted with like responsibility for the person or estate of a stockholdermay apply to the Court of Chancery for a decree summarily ordering an electionas provided in Section 211 of the General Corporation Law of Delaware.

 

If, at the time offilling any vacancy or any newly created directorship, the directors then inoffice constitute less than a majority of the whole board (as constitutedimmediately prior to any such increase), then the Court of Chancery may, uponapplication of any stockholder or stockholders holding at least ten (10)percent of the total number of the shares at the time outstanding having theright to vote for such directors, summarily order an election to be held tofill any such vacancies or newly created directorships, or to replace thedirectors chosen by the directors then in office as aforesaid, which electionshall be governed by the provisions of Section 211 of the General CorporationLaw of Delaware as far as applicable.

 

PLACE OF MEETINGS;MEETINGS BY TELEPHONE.

 

The board of directors ofthe corporation may hold meetings, both regular and special, either within oroutside the State of Delaware.

 

Unless otherwiserestricted by the certificate of incorporation or these bylaws, members of theboard of directors, or any committee designated by the board of directors, mayparticipate in a meeting of the board of directors, or any committee, by meansof conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and suchparticipation in a meeting shall constitute presence in person at the meeting.

 

FIRST MEETINGS.

 

The first meeting of eachnewly elected board of directors shall be held at such time and place as shallbe fixed by the vote of the stockholders at the annual meeting and no notice ofsuch meeting shall be necessary to the newly elected directors in order legallyto constitute the meeting, provided a quorum shall be present.  In the event of the failure of thestockholders to fix the time or place of such first meeting of the newlyelected board of directors, or in the event such meeting is not held at thetime and place so fixed by the stockholders, the meeting may be held at suchtime and place as shall be specified in a notice given as hereinafter providedfor special meetings of the board of directors, or as shall be specified in awritten waiver signed by all of the directors.

 

REGULAR MEETINGS.

 

Regular meetings of theboard of directors may be held without notice at such time and at such place,within or without the State of Delaware, as shall from time to time bedetermined by the board.

 

SPECIAL MEETINGS; NOTICE.

 

Special meetings of theboard of directors may be held at such time and at such place, within orwithout the State of Delaware, whenever called by the chairman of the board,the president, the secretary or any two directors.

 

Notice of the time andplace of special meetings shall be delivered personally or by telephone orfacsimile to each director or sent by first-class mail or telegram, chargesprepaid, addressed to each director at that director’s address as it is shownon the records of the corporation.  Ifthe notice is mailed, it shall be deposited in the United States mail at leastfour (4) days before the time of the holding of the meeting.  If the notice is delivered personally or bytelephone, facsimile or by telegram, it shall be delivered personally or bytelephone, facsimile or to the telegraph company at least forty-eight (48)hours before the time of the holding of the meeting.  Any oral notice given personally or by telephone may becommunicated either to

 

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the director or to aperson at the office of the director who the person giving the notice hasreason to believe will promptly communicate it to the director.  The notice need not specify the place of themeeting, if the meeting is to be held at the principal executive office of thecorporation.

 

QUORUM.

 

At all meetings of theboard of directors, a majority of the number of authorized directors shallconstitute a quorum for the transaction of business and the act of a majorityof the directors present at any meeting at which there is a quorum shall be theact of the board of directors, except as may be otherwise specifically providedby statute or by the certificate of incorporation.

 

WAIVER OF NOTICE.

 

Whenever notice isrequired to be given under any provision of the General Corporation Law ofDelaware or of the certificate of incorporation or these bylaws, a writtenwaiver thereof, signed by the person entitled to notice, whether before orafter the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person attends ameeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened.  Neither the business to betransacted at, nor the purpose of, any regular or special meeting of thedirectors, or members of a committee of directors, need be specified in any writtenwaiver of notice unless so required by the certificate of incorporation orthese bylaws.

 

ADJOURNED MEETING;NOTICE.

 

If a quorum is notpresent at any meeting of the board of directors, then the directors presentthereat may adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum is present.

 

CONDUCT OF BUSINESS.

 

Meetings of the board ofdirectors shall be presided over by the chairman of the board, if any, or inhis absence by the president, or in their absence by a chairman chosen at themeeting.  The secretary shall act assecretary of the meeting, but in his absence the chairman of the meeting mayappoint any person to act as secretary of the meeting.  The chairman of any meeting shall determinethe order of business and the procedures at the meeting.

 

BOARD ACTION BY WRITTENCONSENT WITHOUT A MEETING.

 

Unless otherwiserestricted by the certificate of incorporation or these bylaws, any actionrequired or permitted to be taken at any meeting of the board of directors, orof any committee thereof, may be taken without a meeting if all members of theboard or committee, as the case may be, consent thereto in writing and thewriting or writings are filed with the minutes of proceedings of the board orcommittee.

 

FEES AND COMPENSATION OFDIRECTORS.

 

Unless otherwiserestricted by the certificate of incorporation or these bylaws, the board ofdirectors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, ifany, of attendance at each meeting of the board of directors and may be paid afixed sum for attendance at each meeting of the board of directors or a statedsalary as director.  No such paymentshall preclude any director from serving the corporation in any other capacityand receiving compensation therefor. Members of special or standing committees may be allowed likecompensation for attending committee meetings.

 

APPROVAL OF LOANS TOOFFICERS.

 

The corporation may lendmoney to, or guarantee any obligation of, or otherwise assist any officer orother employee of the corporation or of its subsidiary, including any officeror employee who is a director of the corporation or its subsidiary, whenever,in the judgment of the directors, such loan, guaranty or assistance mayreasonably be expected to benefit the corporation.  The loan, guaranty or other assistance may be with or withoutinterest and may be unsecured, or secured in such manner as the board of directorsshall approve, including, without limitation, a pledge of shares of stock ofthe corporation.  Nothing in thissection shall be deemed to deny, limit or restrict the powers of guaranty orwarranty of the corporation at common law or under any statute.

 

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COMMITTEES

 

COMMITTEES OF DIRECTORS.

 

The board of directorsmay, by resolution passed by a majority of the whole board, designate one ormore committees, with each committee to consist of one or more of the directorsof the corporation.  The board maydesignate one or more directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of amember of a committee, the member or members thereof present at any meeting andnot disqualified from voting, whether or not he or they constitute a quorum,may unanimously appoint another member of the board of directors to act at themeeting in the place of any such absent or disqualified member.  Any such committee, to the extent providedin the resolution of the board of directors or in the bylaws of thecorporation, shall have and may exercise all the powers and authority of theboard of directors in the management of the business and affairs of thecorporation, and may authorize the seal of the corporation to be affixed to allpapers that may require it; but no such committee shall have the power orauthority to (i) amend the certificate of incorporation (except that acommittee may, to the extent authorized in the resolution or resolutionsproviding for the issuance of shares of stock adopted by the board of directorsas provided in Section 151(a) of the General Corporation Law of Delaware, fixany of the preferences or rights of such shares relating to dividends,redemption, dissolution, any distribution of assets of the corporation or theconversion into, or the exchange of such shares for, shares of any other classor classes or any other series of the same or any other class or classes ofstock of the corporation), (ii) adopt an agreement of merger or consolidationunder Sections 251 or 252 of the General Corporation Law of Delaware, (iii)recommend to the stockholders the sale, lease or exchange of all orsubstantially all of the corporation’s property and assets, (iv) recommend tothe stockholders a dissolution of the corporation or a revocation of adissolution, or (v) amend the bylaws of the corporation; and, unless the boardresolution establishing the committee, the bylaws or the certificate ofincorporation expressly so provide, no such committee shall have the power orauthority to declare a dividend, to authorize the issuance of stock, or toadopt a certificate of ownership and merger pursuant to Section 253 of theGeneral Corporation Law of Delaware.

 

COMMITTEE MINUTES.

 

Each committee shall keepregular minutes of its meetings and report the same to the board of directorswhen required.

 

MEETINGS AND ACTION OFCOMMITTEES.

 

Meetings and actions ofcommittees shall be governed by, and held and taken in accordance with, theprovisions of Article III of these bylaws, Section 3.5 (place of meetings andmeetings by telephone), Section 3.7 (regular meetings), Section 3.8 (specialmeetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice),Section 3.11 (adjournment and notice of adjournment), Section 3.12 (conduct ofbusiness) and Section 3.13 (action without a meeting), with such changes in thecontext of those bylaws as are necessary to substitute the committee and itsmembers for the board of directors and its members; provided, however, that thetime of regular meetings of committees may also be called by resolution of theboard of directors and that notice of special meetings of committees shall alsobe given to all alternate members, who shall have the right to attend allmeetings of the committee.  The board ofdirectors may adopt rules for the government of any committee not inconsistentwith the provisions of these bylaws.

 

OFFICERS

 

OFFICERS.

 

The officers of thecorporation shall be a president, one or more vice presidents, a secretary, anda chief financial officer.  Thecorporation may also have, at the discretion of the board of directors, achairman of the board, one or more assistant vice presidents, assistantsecretaries and any such other officers as may be appointed in accordance withthe provisions of Section 5.2 of these bylaws. Any number of offices may be held by the same person.

 

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ELECTION OF OFFICERS.

 

Except as otherwiseprovided in this Section 5.2, the officers of the corporation shall be chosenby the board of directors, subject to the rights, if any, of an officer underany contract of employment.  The boardof directors may appoint, or empower the president to appoint (whether or notsuch officer is described in this Article V), such officers and agents of thebusiness as the corporation may require, each of whom shall hold office forsuch period, have such authority, and perform such duties as are provided inthese bylaws or as the board of directors may from time to time determine.  Any vacancy occurring in any office of thecorporation shall be filled by the board of directors or may be filled by thepresident (if the president appointed such officer).

 

REMOVAL AND RESIGNATIONOF OFFICERS.

 

Subject to the rights, ifany, of an officer under any contract or employment, any officer may beremoved, either with or without cause, by an affirmative vote of the majorityof the board of directors at any regular or special meeting of the board or,except in the case of an officer chosen by the board of directors, by anyofficer upon whom such power of removal may be conferred by the board ofdirectors or, in the case of an officer appointed by the president, by the president.

 

Any officer may resign atany time by giving written notice to the corporation.  Any resignation shall take effect at the date of the receipt ofthat notice or at any later time specified in that notice; and, unlessotherwise specified in that notice, the acceptance of the resignation shall notbe necessary to make it effective.  Anyresignation is without prejudice to the rights, if any, of the corporationunder any contract to which the officer is a party.

 

CHAIRMAN OF THE BOARD.

 

The chairman of theboard, if such an officer be elected, shall, if present, preside at meetings ofthe board of directors and exercise and perform such other powers and duties asmay from time to time be assigned to him by the board of directors or as may beprescribed by these bylaws.  If there isno president, then the chairman of the board shall also be the chief executiveofficer of the corporation and shall have the powers and duties prescribed inSection 5.5 of these bylaws.

 

PRESIDENT.

 

Subject to such supervisorypowers, if any, as may be given by the board of directors to the chairman ofthe board, if there be such an officer, the president, unless otherwisedetermined by the board of directors, shall be the chief executive officer ofthe corporation and shall, subject to the control of the board of directors,have general supervision, direction, and control of the business and theofficers of the corporation.  He shallpreside at all meetings of the stockholders and, in the absence or nonexistenceof a chairman of the board, at all meetings of the board of directors.  He shall have the general powers and dutiesof management usually vested in the office of president of a corporation andshall have such other powers and duties as may be prescribed by the board ofdirectors or these bylaws.

 

VICE PRESIDENTS.

 

In the absence ordisability of the president, the vice presidents, if any, in order of theirrank as fixed by the board of directors or, if not ranked, a vice presidentdesignated by the board of directors, shall perform all the duties of thepresident and when so acting shall have all the powers of, and be subject toall the restrictions upon, the president. The vice presidents shall have such other powers and perform such otherduties as from time to time may be prescribed for them respectively by theboard of directors, these bylaws, the president or the chairman of the board.

 

SECRETARY.

 

The secretary shall keepor cause to be kept, at the principal executive office of the corporation orsuch other place as the board of directors may direct, a book of minutes of allmeetings and actions of directors, committees of directors, andstockholders.  The minutes shall showthe time and place of each meeting, whether regular or special (and, ifspecial, how authorized and the notice given), the names of those present atdirectors’ meetings or committee meetings, the number of shares present orrepresented at stockholders’ meetings, and the proceedings thereof.

 

The secretary shall keep,or cause to be kept, at the principal executive office of the corporation or atthe office of the corporation’s transfer agent or registrar, as determined byresolution of the board of directors, a

 

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share register, or aduplicate share register, showing the names of all stockholders and theiraddresses, the number and classes of shares held by each, the number and dateof certificates evidencing such shares, and the number and date of cancellationof every certificate surrendered for cancellation.

 

The secretary shall give,or cause to be given, notice of all meetings of the stockholders and of theboard of directors required to be given by law or by these bylaws.  He shall keep the seal of the corporation,if one be adopted, in safe custody and shall have such other powers and performsuch other duties as may be prescribed by the board of directors or by thesebylaws.

 

CHIEF FINANCIAL OFFICER.

 

The chief financialofficer shall keep and maintain, or cause to be kept and maintained, adequateand correct books and records of accounts of the properties and businesstransactions of the corporation, including accounts of its assets, liabilities,receipts, disbursements, gains, losses, capital, retained earnings and shares.  The books of account shall at all reasonabletimes be open to inspection by any director.

 

The chief financialofficer shall deposit all money and other valuables in the name and to thecredit of the corporation with such depositaries as may be designated by theboard of directors.  He shall disbursethe funds of the corporation as may be ordered by the board of directors, shallrender to the president and directors, whenever they request it, an account ofall of his directors, whenever they request it, an account of all of histransactions as treasurer and of the financial condition of the corporation,and shall have such other powers and perform such other duties as may beprescribed by the board of directors or these bylaws.

 

ASSISTANT SECRETARY.

 

The assistant secretary,or, if there is more than one, the assistant secretaries in the orderdetermined by the stockholders or board of directors (of if there be no suchdetermination, then in the order of their election) shall, in the absence ofthe secretary or in the event of his or her inability or refusal to act,perform the duties and exercise the powers of the secretary and shall performsuch other duties and have such other powers as the board of directors or thestockholders may from time to time prescribe.

 

AUTHORITY AND DUTIES OFOFFICERS.

 

In addition to theforegoing authority and duties, all officers of the corporation shallrespectively have such authority and perform such duties in the management ofthe business of the corporation as may be designated from time to time by theboard of directors or the stockholders.

 

INDEMNITY

 

INDEMNIFICATION OFDIRECTORS AND OFFICERS.

 

The corporation shall, tothe maximum extend and in the manner permitted by the General Corporation Lawof Delaware, indemnify each of its directors and officers against expenses(including attorneys’ fees), judgments, fines, settlements, and other amountsactually and reasonably incurred in connection with any proceeding, arising byreason of the fact that such person is or was an agent of the corporation.  For purposes of this Section 6.1, a“director” or “officer” of the corporation includes any person (i) who is orwas a director or officer of the corporation, (ii) who is or was serving at therequest of the corporation as a director or officer of another corporation,partnership, joint venture, trust or other enterprise, including, withoutlimitation, any direct or indirect subsidiary of the corporation, or (iii) whowas a director or officer of a corporation which was a predecessor corporation ofthe corporation or of another enterprise at the request of such predecessorcorporation.

 

INDEMNIFICATION OFOTHERS.

 

The corporation shallhave the power, to the extent and in the manner permitted by the GeneralCorporation Law of Delaware, to indemnify each of its employees and agents (inaddition to directors and officers) against expenses (including attorneys’fees), judgments, fines, settlements, and other amounts actually and reasonablyincurred in connection with any proceeding, arising by reason of the fact thatsuch person is or was an agent of the corporation.  For purposes of this Section 6.2, an “employee” or “agent” of thecorporation includes any person (i) who is or was an employee or agent of thecorporation, (ii) who is or was serving at the request of the corporation as anemployee or agent of another corporation, partnership, joint venture, trust orother enterprise, including, without limitation, any direct or indirectsubsidiary of the

 

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corporation, or (iii) whowas an employee or agent of a corporation which was a predecessor corporationof the corporation or of another enterprise at the request of such predecessorcorporation.

 

INSURANCE.

 

The corporation maypurchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the corporation, or is or was servingat the request of the corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against him and incurred by him in any suchcapacity, or arising out of his status as such, whether or not the corporationwould have the power to indemnify him against such liability under the provisionsof the General Corporation Law of Delaware.

 

RECORDS AND REPORTS

 

MAINTENANCE ANDINSPECTION OF RECORDS.

 

The corporation shall,either at its principal executive office or at such place or places asdesignated by the board of directors, keep a record of its stockholders listingtheir names and addresses and the number and class of shares held by eachstockholder, a copy of these bylaws as amended to date, accounting books, andother records.

 

Any stockholder ofrecord, in person or by attorney or other agent, shall, upon written demandunder oath stating the purpose thereof, have the right during the usual hoursfor business to inspect for any proper purpose the corporation’s stock ledger,a list of its stockholders, and its other books and records and to make copiesor extracts therefrom.  A proper purposeshall mean a purpose reasonably related to such person’s interest as astockholder.  In every instance where anattorney or other agent is the person who seeks the right to inspection, thedemand under oath shall be accompanied by a power of attorney or such otherwriting that authorizes the attorney or other agent to so act on behalf of thestockholder.  The demand under oathshall be directed to the corporation at its registered office in Delaware or atits principal place of business.

 

INSPECTION BY DIRECTORS.

 

Any director shall havethe right to examine the corporation’s stock ledger, a list of itsstockholders, and its other books and records for a purpose reasonably relatedto his position as a director.  TheCourt of Chancery is hereby vested with the exclusive jurisdiction to determinewhether a director is entitled to the inspection sought.  The Court may summarily order thecorporation to permit the director to inspect any and all books and records,the stock ledger, and the stock list and to make copies or extractstherefrom.  The Court may, in itsdiscretion, prescribe any limitations or conditions with reference to theinspection, or award such other and further relief as the Court may deem justand proper.

 

REPRESENTATION OF SHARESOF OTHER CORPORATIONS.

 

The chairman of theboard, the president, any vice president, the treasurer, the secretary orassistant secretary of this corporation, or any other person authorized by theboard of directors or the president or a vice president, is authorized to vote,represent, and exercise on behalf of this corporation all rights incident toany and all shares of any other corporation or corporations standing in thename of this corporation.  The authoritygranted herein may be exercised either by such person directly or by any otherperson authorized to do so by proxy or power of attorney duly executed by suchperson having the authority.

 

GENERAL MATTERS

 

STOCK CERTIFICATES;PARTLY PAID SHARES.

 

The shares of acorporation shall be represented by certificates, provided that the board ofdirectors of the corporation may provide by resolution or resolutions that someor all of any or all classes or series of its stock shall be uncertificatedshares.  Any such resolution shall notapply to shares represented by a certificate until such certificate issurrendered to the corporation. Notwithstanding the adoption of such a resolution by the board ofdirectors, every holder of stock represented by certificates and, upon request,every holder of uncertificated shares, shall be entitled to have a certificatesigned by, or in the name of the corporation by the chairman the board ofdirectors, or the president or vice-president, and by the chief

 

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financial officer, or thesecretary or an assistant secretary of such corporation representing the numberof shares registered in certificated form. Any or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate has ceased to be such officer, transfer agent or registrar beforesuch certificate is issued, it may be issued by the corporation with the sameeffect as if he were such officer, transfer agent or registrar at the date ofissue.

 

The corporation may issuethe whole or any part of its shares as partly paid and subject to call for theremainder of the consideration to be paid therefor.  Upon the face or back of each stock certificate issued torepresent any such partly paid shares, or upon the books and records of thecorporation in the case of uncertificated partly paid shares, the total amountof the consideration to be paid therefor and the amount paid thereon shall bestated.  Upon the declaration of anydividend on fully paid shares, the corporation shall declare a dividend uponpartly paid shares of the same class, but only upon the basis of the percentageof the consideration actually paid thereon.

 

LOST CERTIFICATES.

 

Except as provided inthis Section 8.2, no new certificates for shares shall be issued to replace apreviously issued certificate unless the latter is surrendered to thecorporation and cancelled 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 tohave been lost, stolen or destroyed, and the corporation may require the ownerof the lost, stolen or destroyed certificate, or his legal representative, togive the corporation a bond sufficient to indemnify it against any claim thatmay be made against it on account of the alleged loss, theft or destruction ofany such certificate or the issuance of such new certificate or uncertificatedshares.

 

CONSTRUCTION;DEFINITIONS.

 

Unless the contextrequires otherwise, the general provisions, rules of construction, anddefinitions in the Delaware General Corporation Law shall govern theconstruction of these bylaws.  Withoutlimiting the generality of this provision, the singular number includes theplural, the plural number includes the singular, and the term “person” includesboth a corporation and a natural person.

 

DIVIDENDS.

 

The directors of thecorporation, subject to any restrictions contained in the certificate ofincorporation, may declare and pay dividends upon the shares of its capitalstock pursuant to the General Corporation Law of Delaware.  Dividends may be paid in cash, in property,or in shares of the corporation’s capital stock.

 

The directors of thecorporation may set apart out of any of the funds of the corporation availablefor dividends a reserve or reserves for any proper purpose and may abolish anysuch reserve.

 

FISCAL YEAR.

 

The fiscal year of thecorporation shall be fixed by resolution of the board of directors and may bechanged by the board of directors.

 

SEAL.

 

The corporation may adopta corporate seal, which may be altered at pleasure, and may use the same bycausing it or a facsimile thereof to be impressed or affixed or in any othermanner reproduced.

 

TRANSFER OF STOCK.

 

Upon surrender to thecorporation or the transfer agent of the corporation of a certificate forshares duly endorsed or accompanied by proper evidence of succession, assignationor authority to transfer, it shall be the duty of the corporation to issue anew certificate to the person entitled thereto, cancel the old certificate, andrecord the transaction in its books.

 

STOCK TRANSFERAGREEMENTS.

 

The corporation shallhave power to enter into and perform any agreement with any number ofstockholders of any one or more classes of stock of the corporation to restrictthe transfer of shares of stock of the corporation of any one or more classesowned by such stockholders in any manner not prohibited by the GeneralCorporation Law of Delaware.

 

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REGISTERED STOCKHOLDERS.

 

The corporation shall beentitled to recognize the exclusive right of a person registered on its booksas the owner of shares to receive dividends and to vote as such owner, shall beentitled to hold liable for calls and assessments the person registered on itsbooks as the owner of shares, and shall not be bound to recognize any equitableor other claim to or interest in such share or shares on the part of anotherperson, whether or not it shall have express or other notice thereof, except asotherwise provided by the laws of Delaware.

 

AMENDMENTS

 

The original or otherbylaws of the corporation may be adopted, amended or repealed by thestockholders entitled to vote; provided, however, that the corporation may, inits certificate of incorporation, confer the power to adopt, amend or repealbylaws upon the directors.  The factthat such power has been so conferred upon the directors shall not divest thestockholders of the power, nor limit their power to adopt, amend or repealbylaws.

 

DISSOLUTION

 

If it should be deemedadvisable in the judgement of the board of directors of the corporation thatthe corporation should be dissolved, the board, after the adoption of aresolution to that effect by a majority of the whole board at any meetingcalled for that purpose, shall cause notice to be mailed to each stockholderentitled to vote thereon of the adoption of the resolution and of a meeting ofstockholders to take action upon the resolution.

 

At the meeting a voteshall be taken for and against the proposed dissolution.  If a majority of the outstanding stock ofthe corporation entitled to vote thereon votes for the proposed dissolution,then a certificate stating that the dissolution has been authorized inaccordance with the provisions of Section 275 of the General Corporation Law ofDelaware and setting forth the names and residences of the directors andofficers shall be executed, acknowledged, and filed and shall become effectivein accordance with Section 103 of the General Corporation Law of Delaware.  Upon such certificate’s becoming effectivein accordance with Section 103 of the General Corporation Law of Delaware, thecorporation shall be dissolved.

 

CUSTODIAN

 

APPOINTMENT OF ACUSTODIAN IN CERTAIN CASES.

 

The Court of Chancery,upon application of any stockholder, may appoint one or more persons to becustodians and, if the corporation is insolvent, to be receivers, of and forthe corporation when:

 

at any meeting held forthe election of directors the stockholders are so divided that they have failedto elect successors to directors whose terms have expired or would have expiredupon qualification of their successors; or

 

the business of thecorporation is suffering or is threatened with irreparable injury because thedirectors are so divided respecting the management of the affairs of thecorporation that the required vote for action by the board of directors cannotbe obtained and the stockholders are unable to terminate this division; or

 

the corporation hasabandoned its business and has failed within a reasonable time to take steps todissolve, liquidate or distribute its assets.

 

DUTIES OF CUSTODIAN.

 

The custodian shall haveall the powers and title of a receiver appointed under Section 291 of theGeneral Corporation Law of Delaware, but the authority of the custodian shallbe to continue the business of the corporation and not to liquidate its affairsand distribute its assets, except when the Court of Chancery otherwise ordersand except in cases arising under Sections 226(a)(3) or 352(a)(2) of theGeneral Corporation Law of Delaware.

 

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