**Exhibit 3.1**

 

**MONACOCOACH CORPORATION**

 

**AMENDEDAND RESTATED BYLAWS**

 

**(asof November 12, 2007)**

 

# **ARTICLE IOFFICES**

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## Section 1.1.            RegisteredOffice.  The registered office of the Corporation inthe State of Delaware shall be at The Prentice-Hall Corporation System, Inc.,32 Loockerman Square in the City of Dover, County of Kent.  The name of the resident agent in chargethereof shall be The Prentice-Hall System, Inc., 32 LoockerwoodSquare, Suite L100, Dover, Delaware.

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## Section 1.2.            OtherOffices.  The Corporation may also have an office atsuch other place or places either within or without the State of Delaware asthe Board of Directors may from time to time determine or the business of theCorporation require.

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# **ARTICLE IIMEETINGS OF STOCKHOLDERS**

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## Section 2.1.            Placeof Meetings.  All meetings of the stockholders of theCorporation shall be held at such place either within or without the State ofDelaware as shall be fixed by the Board of Directors and specified in therespective notices or waivers of notice of said meetings. The Board may, in itssole discretion, determine that a meeting of stockholders shall not be held atany place, but may instead be held solely by means of remote communication asauthorized by Section 211(a)(2) of the Delaware General CorporationLaw (the “DGCL”).

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## Section 2.2.            AnnualMeeting.

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### (a)           Theannual meeting of stockholders shall be held each year on a date and at a timedesignated by the Board of Directors.  Inthe absence of such designation, the annual meeting of stockholders shall beheld on the second Tuesday of April in each year at 10:00 a.m.  However, if such day falls on a legalholiday, then the meeting shall be held at the same time and place on the nextsucceeding full business day.  At themeeting, directors shall be elected, and any other proper business may betransacted.

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### (b)           Atan annual meeting of the stockholders, only such business shall be conducted asshall have been properly brought before the meeting.  To be properly brought before an annualmeeting, business must be: (A) specified in the notice of meeting (or anysupplement thereto) given by or at the direction of the Board of Directors, (B) otherwiseproperly brought before the meeting by or at the direction of the Board ofDirectors, or (C) otherwise properly brought before the meeting by astockholder.  For business to be properlybrought before an annual meeting by a stockholder, the stockholder must havegiven timely notice thereof in writing to the Secretary of the

 

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### Corporation.  To be timely, a stockholder’s notice must bedelivered to or mailed and received at the principal executive offices of theCorporation not less than one hundred twenty (120) calendar days inadvance of the date specified in the Corporation’s proxy statement released tostockholders in connection with the previous year’s annual meeting ofstockholders; provided, however, that in the event that no annual meeting washeld in the previous year or the date of the annual meeting has been changed bymore than thirty (30) days from the date contemplated at the time of theprevious year’s proxy statement, notice by the stockholder to be timely must beso received a reasonable time before the solicitation is made.  A stockholder’s notice to the Secretary shallset forth as to each matter the stockholder proposes to bring before the annualmeeting: (i) a brief description of the business desired to be broughtbefore the annual meeting and the reasons for conducting such business at theannual meeting, (ii) the name and address, as they appear on theCorporation’s books, of the stockholder proposing such business, (iii) theclass and number of shares of the Corporation which are beneficially owned bythe stockholder, (iv) any material interest of the stockholder in suchbusiness and (v) any other information that is required to be provided bythe stockholder pursuant to Regulation 14A under the Securities ExchangeAct of 1934, as amended (the “1934 Act”), in his capacity as a proponent to astockholder proposal.  Notwithstandingthe foregoing, in order to include information with respect to a stockholderproposal in the proxy statement and form of proxy for a stockholder’s meeting,stockholders must provide notice as required by the regulations promulgatedunder the 1934 Act.  Notwithstanding anythingin these Bylaws to the contrary, no business shall be conducted at any annualmeeting except in accordance with the procedures set forth in thisparagraph (b).  The chairman of theannual meeting shall, if the facts warrant, determine and declare at themeeting that business was not properly brought before the meeting and inaccordance with the provisions of this paragraph (b), and, if he should sodetermine, he shall so declare at the meeting that any such business notproperly brought before the meeting shall not be transacted.

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### (c)           Onlypersons who are nominated in accordance with the procedures set forth in thisparagraph (c) shall be eligible for election as directors.  Nominations of persons for election to theBoard of Directors of the Corporation may be made at a meeting of stockholdersby or at the direction of the Board of Directors or by any stockholder of theCorporation entitled to vote in the election of directors at the meeting whocomplies with the notice procedures set forth in this paragraph (c).  Such nominations, other than those made by orat the direction of the Board of Directors, shall be made pursuant to timelynotice in writing to the Secretary of the Corporation in accordance with theprovisions of paragraph (b) of this Section 2.2.  Such stockholder’s notice shall set forth (i) asto each person, if any, whom the stockholder proposes to nominate for electionor re-election as a director: (A) the name, age, business address andresidence address of such person, (B) the principal occupation oremployment of such person, (C) the class and number of shares of theCorporation which are beneficially owned by such person, (D) a descriptionof all arrangements or understandings between the stockholder and each nomineeand any other person or persons (naming such person or persons) pursuant towhich the nominations are to be made by the stockholder, and (E) any otherinformation relating to such person that is required to be disclosed insolicitations of proxies for elections of directors, or is otherwise required,in each case pursuant to Regulation 14A under the 1934 Act (includingwithout limitation such person’s written consent to being named in the proxystatement, if any, as a nominee and to serving as a director if elected); and (ii) asto such stockholder giving notice, the information required to be providedpursuant to paragraph (b) of this Section 2.2.  At the request of the Board of Directors, anyperson nominated by a stockholder for election as a director shall furnish tothe Secretary of the Corporation that

 

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### information required tobe set forth in the stockholder’s notice of nomination which pertains to thenominee.  No person shall be eligible forelection as a director of the Corporation unless nominated in accordance withthe procedures set forth in this paragraph (c).  The chairman of the meeting shall, if thefacts warrant, determine and declare at the meeting that a nomination was notmade in accordance with the procedures prescribed by these Bylaws, and if heshould so determine, he shall so declare at the meeting, and the defectivenomination shall be disregarded.

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## Section 2.3.            SpecialMeetings.  A special meeting of the stockholders may becalled at any time by the Board of Directors, or by the Chairman of the Board,or by the President.  No other person orpersons are permitted to call a special meeting.  No business may be conducted at a specialmeeting other than the business brought before the meeting by the Board ofDirectors or the Chairman of the Board or the President.

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## Section 2.4.            Noticeof Meetings.

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### (a)           Allnotices of meetings of stockholders shall be sent or otherwise given inaccordance with either this Section 2.4 or Section 15.1 of theseBylaws not less than 10 nor more than 60 days before the date of the meeting toeach stockholder entitled to vote at such meeting.  The notice shall specify the place, if any,date and hour of the meeting, the means of remote communication, if any, bywhich stockholders and proxy holders may be deemed to be present in person andvote at such meeting, and, in the case of a special meeting, the purpose orpurposes for which the meeting is called.

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### (b)           Noticeof any meeting of stockholders shall not be required to be given to anystockholder who shall attend such meeting in person or by proxy or who shall inperson or by attorney thereunto authorized, waive such notice in writing or bytelegraph, cable or any other available method either before or after suchmeeting.  Notice of any adjourned meetingof the stockholders shall not be required to be given except when expresslyrequired by law.

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### (c)           Noticeof any meeting of stockholders shall be given:

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#### (i)         ifmailed, when deposited in the United States mail, postage prepaid, directed tothe stockholder at his or her address as it appears on the Corporation’srecords; or

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#### (ii)        ifelectronically transmitted as provided in Section 15.1 of these Bylaws.

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## Section 2.5.          Quorum.

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### (a)           Ateach meeting of the stockholders, except where otherwise provided by statute,the Certificate of Incorporation or these Bylaws, the holders of record of amajority of the issued and outstanding shares of stock of the Corporationentitled to vote at such meeting, present in person or represented by proxy,shall constitute a quorum for the transaction of business.

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### (b)           Inthe absence of a quorum, a majority in interest of the stockholders of theCorporation entitled to vote, present in person or represented by proxy or, inthe absence of all such stockholders, any officer entitled to preside at, oract as secretary of, such meeting, shall have the

 

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### power to adjourn themeeting, from time to time, until stockholders holding the requisite amount ofstock shall be present or represented. At any such adjourned meeting at which a quorum is present, any businessmay be transacted which might have been transacted at the meeting as originallycalled.

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## Section 2.6.            Organization.  At each meeting of the stockholders theChairman, or in the absence of the Chairman, the President or any other officerdesignated by the Board of Directors, shall act as chairman, and the Secretaryor in his absence an Assistant Secretary of the Corporation, or in the absenceof the Secretary and all Assistant Secretaries, a person whom the Chairman ofsuch meeting shall appoint, shall act as secretary of the meeting and keep theminutes thereof.

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## Section 2.7.            Voting.

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#### (i)        Exceptas otherwise provided by law or by the Certificate of Incorporation or theseBylaws, at every meeting of the stockholders, each stockholder shall beentitled to one vote, in person or by proxy, for each share of capital stock ofthe Corporation registered in his name on the books of the Corporation on thedate fixed, pursuant to Section 9.3 of these Bylaws as the record date forthe determination of stockholders entitled to vote at such meeting.

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### (b)           Personsholding stock in a fiduciary capacity shall be entitled to vote the shares soheld.  In the case of stock held jointlyby two or more executors, administrators, guardians, conservators, trustees orother fiduciaries, such fiduciaries may designate in writing one or more oftheir number to represent such stock and vote the shares so held, unless thereis a provision to the contrary in the instrument, if any, defining their powersand duties.

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### (c)           Personswhose stock is pledged shall be entitled to vote thereon until such stock istransferred on the books of the Corporation to the pledgee, and thereafter onlythe pledgee shall be entitled to vote.

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### (d)           Eachstockholder entitled to vote at a meeting of stockholders or to express consentor dissent to corporate action in writing without a meeting may authorizeanother person or persons to act for such stockholder by proxy authorized by aninstrument in writing or by a transmission permitted by law filed in accordancewith the procedure established for the meeting, but no such proxy shall bevoted or acted upon after three years from its date, unless the proxy providesfor a longer period.   Any copy,facsimile telecommunication or other reliable reproduction of the writing ortransmission created pursuant to this paragraph may be substituted or used inlieu of the original writing or transmission for any and all purposes for whichthe original writing or transmission could be used, provided that such copy,facsimile telecommunication or other reproduction shall be a completereproduction of the entire original writing or transmission.  The revocability of a proxy that states onits face that it is irrevocable shall be governed by the provisions of Section 212of the DGCL.

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### (e)           Atall meetings of the stockholders, all matters (except where other provision ismade by law or by the Certificate of Incorporation or these Bylaws) shall bedecided by the vote of a majority in interest of the stockholders entitled tovote thereon, present in person or by proxy, at

 

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### such meeting, other thanthe election of directors which shall be decided by the vote of a plurality ininterest of the stockholders entitled to vote thereon, present in person or byproxy at such meeting.

 

## Section 2.8.            Inspectors.  The Chairman of the meeting may at any timeappoint one or more inspectors to serve at a meeting of the stockholders.  Such inspectors shall decide upon thequalifications of voters, accept and count the votes for and against thequestions presented, report the results of such votes, and subscribe and deliverto the secretary of the meeting a certificate stating the number of shares ofstock issued and outstanding and entitled to vote thereon and the number ofshares voted for and against the questions presented.  The inspectors need not be stockholders of theCorporation, and any director or officer of the Corporation may be an inspectoron any question other than a vote for or against his election to any positionwith the Corporation or on any other question in which he may be directlyinterested.  Before acting as hereinprovided each inspector shall subscribe an oath faithfully to execute theduties of an inspector with strict impartiality and according to the best ofhis ability.

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## Section 2.9.            Listof Stockholders.  The officer who has charge of the stockledger of 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 eachstockholder.  The Corporation shall notbe required to include electronic mail addresses or other electronic contactinformation on such list.  Such listshall be open to the examination of any stockholder, for any purpose germane tothe meeting for a period of at least 10 days prior to the meeting:  (i) on a reasonably accessibleelectronic network, provided that the information required to gain access tosuch list is provided with the notice of the meeting, or (ii) duringordinary business hours, at the Corporation’s principal executive office.  In the event that the Corporation determinesto make the list available on an electronic network, the Corporation may takereasonable steps to ensure that such information is available only tostockholders of the Corporation.  If themeeting is to be held at a place, then the list shall be produced and kept atthe time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication,then the list shall also be open to the examination of any stockholder duringthe whole time of the meeting on a reasonably accessible electronic network,and the information required to access such list shall be provided with thenotice of the meeting.  Such list shallpresumptively determine the identity of the stockholders entitled to vote atthe meeting and the number of shares held by each of them.

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# **ARTICLE IIIBOARD OF DIRECTORS**

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## Section 3.1.            GeneralPowers.  The business, property and affairs of theCorporation shall be managed by the Board of Directors.

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## Section 3.2.            Number,Qualifications and Term of Office.

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### (a)           Theauthorized number of directors shall be determined from time to time byresolution of the Board, provided the Board shall consist of at leastone member.

 

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### (b)           Noreduction of the authorized number of directors shall have the effect ofremoving any director before that director’s term of office expires.  If for any cause, the directors shall nothave been elected at an annual meeting, they may be elected as soon thereafteras convenient at a special meeting of the stockholders called for that purposein the manner provided in these Bylaws.

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(c)           Directors need not be stockholders unless so requiredby the Certificate of Incorporation or these Bylaws, wherein otherqualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shallhold office until his or her successor is elected and qualified or until his orher earlier resignation or removal.

 

## Section 3.3.            Classesof Directors.           Thedirectors shall be divided into two classes, designated as Class I and Class II,respectively.  Directors shall be assignedto each class in accordance with a resolution or resolutions adopted by theBoard of Directors.  At each annualmeeting of stockholders, directors shall be elected for a full term of twoyears to succeed the directors of the class whose terms expire at such annualmeeting.

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## Section 3.4.            Quorumand Manner of Acting.

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### (a)              Exceptas otherwise provided by statute or by the Certificate of Incorporation, amajority of the directors at the time in office shall constitute a quorum forthe transaction of business at any meeting and the affirmative action of amajority of the directors present at any meeting at which a quorum is presentshall be required for the taking of any action by the Board of Directors.

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### (b)              Inthe event one or more of the directors shall be disqualified to vote at suchmeeting, then the required quorum shall be reduced by one for each suchdirector so disqualified; provided, however, that in no event shall the quorumas adjusted be less than one-third (1/3) of the total number of directors.

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### (c)               Inthe absence of a quorum at any meeting of the Board such meeting need not beheld; or a majority of the directors present thereat or, if no director ispresent, the Secretary may adjourn such meeting from time to time until aquorum is present.  Notice of anyadjourned meeting need not be given.

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## Section 3.5.            Offices,Place of Meeting and Records.  The Board of Directors may hold meetings,have an office or offices and keep the books and records of the Corporation atsuch place or places within or without the State of Delaware as the Board mayfrom time to time determine.  The placeof meeting shall be specified or fixed in the respective notices or waivers ofnotice thereof, except where otherwise provided by statute, by the Certificateof Incorporation or these Bylaws.  Unlessotherwise restricted by the Certificate of Incorporation or these Bylaws,members of the Board, or any committee designated by the Board, may participatein a meeting of the Board, or any committee, by means of conference telephoneor other communications equipment by means of which all persons participatingin the meeting can hear each other, and such participation in a meeting shallconstitute presence in person at the meeting.

 

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## Section 3.6.            AnnualMeeting.  The Board of Directors shall meet for thepurpose of organization, the election of officers and the transaction of otherbusiness, as soon as practicable following each annual election of directors.  Such meeting shall be called and held at theplace and time specified in the notice or waiver of notice thereof as in thecase of a special meeting of the Board of Directors.

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## Section 3.7.            RegularMeetings.  Regular meetings of the Board of Directorsshall be held at such places and at such times as the Board shall from time totime by resolution determine.  If any dayfixed for a regular meeting shall be a legal holiday at the place where themeeting is to be held, then the meeting which would otherwise be held on thatday shall be held at said place at the same hour on the next succeedingbusiness day.  Notice of regular meetingsneed not be given.

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## Section 3.8.            SpecialMeetings; Notice.  Special meetings of the Board of Directorsshall be held whenever called by the Chairman or by any two of thedirectors.  Notice of the time and placeof special meetings shall be:

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### (a)   deliveredpersonally by hand, by courier or by telephone;

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### (b)   sentby United States first-class mail, postage prepaid;

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### (c)   sentby facsimile; or

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### (d)   sentby electronic mail,

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directed to eachdirector at that director’s address, telephone number, facsimile number orelectronic mail address, as the case may be, as shown on the Corporation’srecords.

 

If the notice is (i) deliveredpersonally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sentby electronic mail, it shall be delivered or sent at least 24 hours before thetime of the holding of the meeting.  Ifthe notice is sent by United States mail, it shall be deposited in the UnitedStates mail at least four days before the time of the holding of themeeting.  Any oral notice may becommunicated to the director.  The noticeneed not specify the place of the meeting (if the meeting is to be held at theCorporation’s principal executive office) nor the purpose of the meeting.

 

Notice of any suchmeeting need not be given to any director, however, if waived by him in writingor by telegraph, cable or otherwise, whether before or after such meeting shallis held, or if he is present at such meeting.

 

## Section 3.9.            Organization.  At each meeting of the Board of Directors theChairman or, in his absence, a director chosen by a majority of the directorspresent shall act as chairman.  TheSecretary or, in his absence, an Assistant Secretary or, in the absence of theSecretary and all Assistant Secretaries, a person whom the chairman of suchmeeting shall appoint shall act as secretary of such meeting and keep theminutes thereof.

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## Section 3.10.          Orderof Business.  At all meetings of the Board of Directors,business shall be transacted in the order determined by the Board.

 

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## Section 3.11.          Removalof Directors.  Except as otherwise provided in theCertificate of Incorporation or in these Bylaws, any director may be removed,either with or without cause, at any time, by the affirmative vote of theholders of record of a majority of the issued and outstanding stock entitled tovote for the election of directors of the Corporation given at a special meetingof the stockholders called and held for the purpose; and the vacancy in theBoard caused by any such removal may be filled by such stockholders at suchmeeting or, if the stockholders at such meeting shall fail to fill suchvacancy, as provided in these Bylaws.

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## Section 3.12.          Resignation.  Any director of the Corporation may resign atany time upon notice given in writing or by electronic transmission of hisresignation to the Board of Directors, the Chairman, the President or theSecretary of the Corporation.  Suchresignation shall take effect at the date of receipt of such notice, or at anylater time specified therein; and, unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective.

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## Section 3.13.          Vacancies.  Unless otherwise provided in the Certificateof Incorporation or in these Bylaws, any vacancy in the Board of Directorscaused by death, resignation, removal, disqualification, an increase in thenumber of directors, or any other cause may be filled by majority action of theremaining directors then in office, though less than a quorum, or by thestockholders of the Corporation at the next annual meeting or any specialmeeting called for the purpose, and each director so elected shall hold officeuntil the next annual election of directors and until his successor shall beduly elected and qualified or until his death or until he shall resign or shallhave been removed in the manner herein provided.

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## Section 3.14.          Compensation.  Each director, in consideration of hisserving as such, shall be entitled to receive from the Corporation such amountper annum or such fees for attendance at directors’ meetings, or both, as theBoard of Directors shall from time to time determine, together with reimbursementfor the reasonable expenses incurred by him in connection with the performanceof his duties; provided that nothing herein contained shall be construed topreclude any director from serving the Corporation or its subsidiaries in anyother capacity and receiving proper compensation therefor.

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# **ARTICLEIVCOMMITTEES**

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## Section 4.1.            ExecutiveCommittee.  The Board of Directors may, by resolution orresolutions passed by a majority of the whole Board, appoint an ExecutiveCommittee to consist of not less than two (2) members of the Board ofDirectors, including the Chairman, and shall designate one of the members asits chairman.  Notwithstanding anylimitation on the size of the Executive Committee, the Committee may invitemembers of the Board to attend its meetings. For the purpose of the meeting he so attends, the invited director shallbe entitled to vote on matters considered at such meeting and shall receive theExecutive Committee fee for such attendance.

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Each member of theExecutive Committee shall hold office, so long as he shall remain a director,until the first meeting of the Board of Directors held after the next annualmeeting of the Board of Directors held after the next annual election ofstockholders and until his successor is duly appointed and qualified.  The chairman of the Executive Committee or,in his absence, a member of

 

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the Committee chosen by amajority of the members present shall preside at meetings of the ExecutiveCommittee and the Secretary or an Assistant Secretary of the Corporation, orsuch other person as the Executive Committee shall from time to time determine,shall act as secretary of the Executive Committee.

 

The Board of Directors,by action of the majority of the whole Board, shall fill vacancies in theExecutive Committee.

 

## Section 4.2.            Powers.  During the intervals between the meetings ofthe Board of Directors, the Executive Committee shall have and may exercise allof the powers of the Board of Directors in all cases unless specific directionsto the contrary shall have been given by the Board of Directors.

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## Section 4.3.            Procedure;Meetings; Quorum.  The Executive Committee shall fix its own rules ofprocedure, subject to the approval of the Board of Directors, and shall meet atsuch times and at such place or places as may be provided by such rules.  At every meeting of the Executive Committee,the presence of a majority of all the members of such Committee shall benecessary to constitute a quorum and the affirmative vote of a majority of themembers present shall be necessary for the adoption by it of anyresolution.  In the absence of a quorumat any meeting of the Executive Committee, such meeting need not be held, or amajority of the members present thereat or, if no members are present, thesecretary of the meeting may adjourn such meeting from time to time until aquorum is present.

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## Section 4.4.            Compensation.  Each member of the Executive Committee shallbe entitled to receive from the Corporation such fee, if any, as shall be fixedby the Board of Directors, together with reimbursement for the reasonableexpenses incurred by him in connection with the performance of his duties.

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## Section 4.5.            OtherBoard Committees.  The Board of Directors may, from time to time,by resolution passed by a majority of the whole Board, designate one or morecommittees in addition to the Executive Committee, each committee to consist oftwo (2) or more of the directors of the Corporation.  Any such committee, to the extent provided inthe resolution or in the Bylaws of the Corporation, shall have and may exercisethe powers of the Board of Directors in the management of the business andaffairs of the Corporation.

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A majority of all themembers of any such committee may determine its action and fix the time andplace of its meetings, unless the Board of Directors shall otherwiseprovide.  The Board of Directors shallhave power to change the members of any committee at any time, to fill vacanciesand to discharge any such committee, either with or without cause, at any time.

 

## Section 4.6.            Alternates.  The Chairman may designate one (1) ormore directors as alternate members of any committee who may act in the placeand stead of members who temporarily cannot attend any such meeting.

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## Section 4.7.            AdditionalCommittees.  The Board of Directors may from time to timecreate such additional committees of directors, officers, employees or otherpersons designated by it (or any combination of such persons) for the purposeof advising the Board, the Executive Committee and

 

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## theofficers and employees of the Corporation in all such matters as the Boardshall deem advisable and with such functions and duties as the Board shall byresolutions prescribe.

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A majority of all themembers of any such committee may determine its action and fix the time andplace of its meetings, unless the Board of Directors shall otherwiseprovide.  The Board of Directors shallhave the power to change the members of any committee at any time, to fillvacancies and to discharge any such committee, either with or without cause, atany time.

 

# **ARTICLE VACTION BY CONSENT**

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## Section 5.1.            Consentby Directors.   Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, any action required or permittedto be taken at any meeting of the Board, or of any committee thereof, may betaken without a meeting if all members of the Board or committee, as the casemay be, consent thereto in writing or by electronic transmission and thewriting or writings or electronic transmission or transmissions are filed withthe minutes of proceedings of the Board or committee.  Such filing shall be in paper form if theminutes are maintained in paper form and shall be in electronic form if theminutes are maintained in electronic form.

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## Section 5.2.            Consentby Stockholders.  Unless otherwise provided in the Certificateof Incorporation, any action which may be taken at any annual or specialmeeting of stockholders may be taken without a meeting and without priornotice, if a consent in writing, setting forth the action so taken, is signedby the holders of outstanding shares having not less than the minimum number ofvotes that would be necessary to authorize or take that action at a meeting atwhich all shares entitled to vote on that action were present and voted.

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Prompt notice of thetaking of the corporate action without a meeting by less than unanimous writtenconsent shall be given to those stockholders who have not consented inwriting.  If the action which isconsented to is such as would have required the filing of a certificate underany section of the DGCL if such action had been voted on by stockholders at ameeting thereof, then the certificate filed under such section shall state, inlieu of any statement required by such section concerning any vote ofstockholders, that written notice and written consent have been given asprovided in Section 228 of the DGCL.

 

# **ARTICLE VIOFFICERS**

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## Section 6.1.            Number.  The principal officers of the Corporationshall be a Chairman, a Chief Executive Officer, a President, one or more VicePresidents (the number thereof and variations in title to be determined by theBoard of Directors), a Chief Financial Officer, and a Secretary.  In addition, there may be such other orsubordinate officers, agents and employees as may be appointed in accordancewith the provisions of Section 6.3. Any two (2) or more offices may be held by the same person,except that the office of Secretary shall be held by a person other than theperson holding the office of Chairman, Chief Executive Officer or President.

 

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## Section 6.2.            Election,Qualifications and Term of Office.  Each officer of the Corporation, except suchofficers as may be appointed in accordance with the provisions of Section 6.3,shall be elected annually by the Board of Directors and shall hold office untilhis successor shall have been duly elected and qualified, or until his death,or until he shall have resigned or shall have been removed in the manner hereinprovided.  The Chairman shall be andremain a director.

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## Section 6.3.            OtherOfficers.  The Corporation may have such other officers,agents, and employees as the Board of Directors may deem necessary, including aChief Operating Officer, a Treasurer, a Controller, one or more AssistantControllers, one or more Assistant Treasurers and one or more AssistantSecretaries, each of whom shall hold office for such period, have suchauthority, and perform such duties as the Board of Directors, any committee ofthe Board designated by it to so act, or the Chairman or President may fromtime to time determine.  The Board ofDirectors may delegate to any principal officer the power to appoint or removeany such subordinate officers, agents or employees.

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## Section 6.4.            Removal.  Any officer may be removed, either with orwithout cause, by the vote of a majority of the whole Board of Directors or,except in case of any officer elected by the Board of Directors, by theChairman, President, any committee of officers upon whom the power of removalmay be conferred by the Board of Directors.

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## Section 6.5.            Resignation.  Any officer may resign at any time by givingwritten notice to the Board of Directors or the Chairman, the Chief ExecutiveOfficer or the Secretary of the Corporation. Any such designation shall take effect at the date of receipt of suchnotice or at any later time specified therein; and, unless otherwise specifiedtherein, the acceptance of such resignation shall not be necessary to make iteffective.

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## Section 6.6.            Vacancies.  A vacancy in any office because of death,resignation, removal, disqualification or any other cause shall be filled forthe unexpired portion of the term in the manner prescribed in these Bylaws forregular election or appointment to such office.

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## Section 6.7.            Chairmanof the Board.  The Chairman of the Board shall be a directorand shall preside at all meetings of the Board of Directors andshareholders.  Subject to determinationby the Board of Directors, the Chairman shall have general executive powers andsuch specific powers and duties as from time to time may be conferred orassigned by the Board of Directors.  Inthe absence or disability of the Chairman of the Board, the director, if any,who may have been designated Lead Director by the Board of Directors pursuantto Section 6.16 shall be the Chairman of the Board until such time as theBoard of Directors shall appoint a successor.

##  

Section 6.8.            Chief Executive Officer.  Subject tosuch supervisory powers, if any, as may be given by the Board of Directors tothe Chairman of the Board, if there be such an officer, the Chief ExecutiveOfficer of the corporation shall, subject to the control of the Board ofDirectors, have general supervision, direction and control of the business andthe officers of the corporation.  Heshall have the general powers and duties of management usually vested in theoffice of president of a corporation and shall have such other powers andduties as may be prescribed by the Board of Directors or these bylaws. In theabsence or disability of both the Chief Executive Officer and the President,the Board of Directors shall promptly determine who shall serve as ChiefExecutive

 

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Officer. In the interim,pending determination by the Board of Directors, the director who may have beendesignated Lead Director by the Board of Directors shall serve as ChiefExecutive Officer

 

## Section 6.9.            President.  Subject to the discretion of the Board ofDirectors to appoint or not appoint a President and to the supervisory powersof the Chief Executive Officer in the event of such appointment, the Presidentshall act in a general executive capacity and shall assist the Chief ExecutiveOfficer in the administration and operation of the corporation’s business andgeneral supervision of its policies and affairs.  The President shall have such other powersand be subject to such other duties as the Board of Directors or the ChiefExecutive Officer may from time to time prescribe.  In the absence or disability of the ChiefExecutive Officer, or if there be no such officer, then the President shallhave the powers and be subject to the restrictions set forth in Section 6.8.

##  

## Section 6.10.          VicePresidents.  Each Vice President shall have such powersand perform such duties as from time to time may be conferred upon or assignedto him by the Board of Directors or any committee of the Board designated by itto so act, or by the Chairman or Chief Executive Officer.

 

Section 6.11.          Chief Financial Officer.  The ChiefFinancial Officer shall keep and maintain, or cause to be kept and maintained,adequate and correct books and records of accounts of the properties andbusiness transaction of the corporation, including accounts of its assets,liabilities, receipts, disbursements, gains, losses, capital, retained earningsand shares.  The books of account shallat all reasonable times 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 depositories as may be designated by theBoard of Directors.  He shall disbursethe funds of corporation as may be ordered by the Board of Directors, shallrender to the Chief Executive Officer and Board of Directors, whenever theyrequest it, an account of all transactions as Chief Financial officer and ofthe financial condition of the corporation, and shall have such other powersand perform such other duties as may be prescribed by the Board of Directors orthese bylaws.

 

## Section 6.12.          Treasurer.  The Treasurer shall have charge and custodyof, and be responsible for, all funds and securities of the Corporation, andshall deposit all such funds to the credit of the Corporation in such banks,trust companies or other depositories as shall be selected in accordance withthe provisions of these Bylaws; he shall disburse the funds of the Corporationas may be ordered by the Board of Directors or any committee of the Boarddesignated by it so to act, or by the Chairman or President, making propervouchers for such disbursements, and shall render to the Board of Directors orthe stockholders, whenever the Board may require him so to do, a statement ofall his transactions as Treasurer and of the financial condition of theCorporation; and, in general, he shall perform all the duties as from time totime may be assigned to him by the Board of Directors or any committee of theBoard designated by it so to act, or by the Chairman or President.

##  

## Section 6.13.          Secretary.  The Secretary shall record or cause to berecorded in books provided for the purpose the minutes of the meetings of thestockholders, the Board of Directors, and all committees of which a secretaryshall not have been appointed; shall see that all notices are duly given inaccordance with the provisions of these Bylaws and as required by law; shall becustodian

 

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## of all corporate records(other than financial) and of the seal of the Corporation and see that the sealis affixed to all documents the execution of which on behalf of the Corporationunder its seal is duly authorized in accordance with the provisions of theseBylaws; shall keep, or cause to be kept, the list of stockholders as requiredby Section 2.9, which shall include the mailing addresses of thestockholders and the number of shares held by them, respectively, and shallmake or cause to be made, all proper changes therein, shall see that the books,reports, statements, certificates and all other documents and records requiredby law are properly kept and filed; and, in general, shall perform all dutiesincident to the office of Secretary and such other duties as may from time totime be assigned to him by the Board of Directors or any committee of the Boarddesignated by it so to act, or by the Chairman or President.

##  

## Section 6.14.          TheAssistant Secretaries.  At the request, or in absence or disability,of the Secretary, the Assistant Secretary designated by the Board of Directorsshall perform all the duties of the Secretary and, when so acting, shall haveall the powers of the Secretary.  TheAssistant Secretaries shall perform such other duties as from time to time maybe assigned to them by the Board of Directors or any committee of the Boarddesignated by it so to act, or by the President, the Chairman or the Secretary.

##  

## Section 6.15.          Salaries.  The salaries of the principal officers of theCorporation shall be fixed from time to time by the Board of Directors or aspecial committee thereof, and none of such officers shall be prevented fromreceiving a salary by reason of the fact that he is a director of theCorporation.

##  

Section 6.16.          Lead Director.  The Board maydesignate a Lead Director who shall be a non-management director and who shallpreside over executive sessions of the Board of Directors in which managementand management directors do not participate, shall work with the Chairman ofthe Board and the chairs of the committees of the Board of Directors toestablish agendas for meetings of the Board of Directors and its committees andshall perform such other duties as the Board of Directors may from time to timeassign in order to help it fulfill its responsibilities.

 

# **ARTICLE VIIINDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS**

#  

## Section 7.1.            Rightto Indemnification.    Eachperson who was or is made a party or is threatened to be made a party to or isotherwise involved in any action, suit or proceeding, whether civil, criminal,administrative or investigative (hereinafter a “proceeding”), by reason of thefact that he or she is or was a director or an officer of the Corporation or isor was serving at the request of the Corporation as a director,  officer or trustee of another Corporation orof a partnership, joint venture, trust or other enterprise, including servicewith respect to an employee benefit plan (hereinafter an “indemnitee”), whetherthe basis of such proceeding is alleged action in an official capacity as adirector, officer or trustee or in any other capacity while serving as adirector, officer or trustee, shall be indemnified and held harmless by theCorporation to the fullest extent authorized by the DGCL, as the same exists ormay hereafter be amended (but, in the case of any such amendment, only to theextent that such amendment permits the Corporation to provide broaderindemnification

 

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## rightsthan such law permitted the Corporation to provide prior to such amendment),against all expense, liability and loss (including attorneys’ fees, judgments,fines, ERISA excise taxes or penalties and amounts paid in settlement)reasonably incurred or suffered by such indemnitee in connection therewith;provided, however, that, except as provided in Section 7.3 of this Article VIIwith respect to proceedings to enforce rights to indemnification, the Corporationshall indemnify any such indemnitee in connection with a proceeding (or partthereof) initiated by such indemnitee only if such proceeding (or part thereof)was authorized by the Board of Directors of the Corporation.

##  

## Section 7.2.            Rightto Advancement of Expenses.  Inaddition to the right to indemnification conferred in Section 7.1 of this Article VII,an indemnitee shall also have the right to be paid by the Corporation theexpenses (including attorney’s fees) incurred in defending any such proceedingin advance of its final disposition (hereinafter an “advancement of expenses”);provided, however, that, if the DGCL requires, an advancement of expensesincurred by an indemnitee in his or her capacity as a director or officer (andnot in any other capacity in which service was or is rendered by suchindemnitee, including, without limitation, service to an employee benefit plan)shall be made only upon delivery to the Corporation of an undertaking(hereinafter an “undertaking”), by or on behalf of such indemnitee, to repayall amounts so advanced if it shall ultimately be determined by final judicialdecision from which there is no further right to appeal (hereinafter a “finaladjudication”) that such indemnitee is not entitled to be indemnified for suchexpenses under this Section 7.2 or otherwise.

##  

## Section 7.3.            Rightof Indemnitee to Bring Suit.  If a claim under Section 7.1 or 7.2 ofthis Article VII is not paid in full by the Corporation within sixty (60)days after a written claim has been received by the Corporation, except in thecase of a claim for an advancement of expenses, in which case the applicableperiod shall be twenty (20) days, the indemnitee may at any time thereafterbring suit against the Corporation to recover the unpaid amount of theclaim.  If successful in whole or in partin any such suit, or in a suit brought by the Corporation to recover anadvancement of expenses pursuant to the terms of an undertaking, the indemniteeshall be entitled to be paid also the expense of prosecuting or defending suchsuit.  In (i) any suit brought bythe indemnitee to enforce a right to indemnification hereunder (but not in asuit brought by the indemnitee to enforce a right to an advancement ofexpenses) it shall be a defense that, and (ii) in any suit brought by theCorporation to recover an advancement of expenses pursuant to the terms of anundertaking, the Corporation shall be entitled to recover such expenses upon afinal adjudication that, the indemnitee has not met any applicable standard forindemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who arenot parties to such action, a committee of such directors, independent legalcounsel, or its stockholders) to have made a determination prior to thecommencement of such suit that indemnification of the indemnitee is proper inthe circumstances because the indemnitee has met the applicable standard ofconduct set forth in the DGCL, nor an actual determination by the Corporation(including its directors who are not parties to such action, a committee ofsuch directors, independent legal counsel, or its stockholders) that theindemnitee has not met such applicable standard of conduct, shall create apresumption that the indemnitee has not met the applicable standard of conductor, in the case of such a suit brought by the indemnitee, be a defense to suchsuit.  In any suit brought by theindemnitee to enforce a right to indemnification or to an advancement ofexpenses hereunder, or brought by the Corporation to recover an advancement ofexpenses pursuant to the terms of an undertaking, the burden of proving thatthe indemnitee is not entitled to be

 

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## indemnified,or to such advancement of expenses, under this Article VII or otherwiseshall be on the Corporation.

##  

## Section 7.4.            Non-Exclusivityof Rights.  The rights to indemnification and to theadvancement of expenses conferred in this Article VII shall not beexclusive of any other right which any person may have or hereafter acquireunder any statute, the Corporation’s Certificate of Incorporation, Bylaws,agreement, vote of stockholders or directors or otherwise.

##  

## Section 7.5.            Insurance.  The Corporation may maintain insurance, atits expense, to protect itself and any director, officer, employee or agent ofthe Corporation or another Corporation, partnership, joint venture, trust orother enterprise against any expense, liability or loss, whether or not theCorporation would have the power to indemnify such person against such expense,liability or loss under the DGCL.

##  

## Section 7.6.            Indemnificationof Employees and Agents of the Corporation.  The Corporation may, to the extent authorizedfrom time to time by the Board of Directors, grant rights to indemnificationand to the advancement of expenses to any employee or agent of the Corporationto the fullest extent of the provisions of this Article VII with respectto the indemnification and advancement of expenses of directors and officers ofthe Corporation.

##  

## Section 7.7.            Natureof Rights.  The rights conferred upon indemnitees in thisArticle VII shall be contract rights and such rights shall continue as toan indemnitee who has ceased to be a director, officer or trustee and shallinure to the benefit of the indemnitee’s heirs, executors andadministrators.  Any amendment,alteration or repeal of this Article VII that adversely affects any rightof an indemnitee or its successors shall be prospective only and shall notlimit or eliminate any such right with respect to any proceeding involving anyoccurrence or alleged occurrence of any action or omission to act that tookplace prior to such amendment or repeal.

##  

# **ARTICLE VIIICONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.**

#  

## Section 8.1.            Executionof Contracts.  As authorized by the Board of Directors, theChairman or President, any Vice President, or the Treasurer, may enter into anycontract or execute any contract or other instrument in the name and on behalfof the Corporation.  The Board ofDirectors, or any committee designated thereby with power so to act, except asotherwise provided in these Bylaws, may authorize any other or additionalofficer or officers or agent or agents of the Corporation, and such authoritymay be general or confined to specific instances.  Unless authorized to do so by these Bylaws orby the Board of Directors, or by any such committee, no officer, agent oremployee shall have any power or authority to bind the Corporation by any contractor engagement or to pledge its credit or to render it liable pecuniarily forany purpose or to any amount.

##  

## Section 8.2.            Loans.  No loan shall be contracted on behalf of theCorporation, and no evidence of indebtedness for borrowed money shall beissued, endorsed or accepted in its name, unless authorized by the Board ofDirectors or any committee of the Board designated by it so to act.

 

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## Suchauthority may be general or confined to specific instances.  When so authorized, the officer or officersthereunto authorized may effect loans and advances at any time for theCorporation from any bank, trust company or other institution, or from anyfirm, Corporation or individual, and for such loans and advances may make,execute and deliver promissory notes or other evidences of indebtedness of theCorporation, and, when authorized as aforesaid, as security for the payment ofany and all loans, advances, indebtedness and liabilities of the Corporation,may mortgage, pledge, hypothecate or transfer any real or personal property atany time owned or held by the Corporation, and to that end execute instrumentsof mortgage or pledge or otherwise transfer such property.

##  

## Section 8.3.            Checks,Drafts, etc.  All checks, drafts, bills of exchange orother orders for the payment of money, obligations, notes, or other evidence ofindebtedness, bills of lading, warehouse receipts and insurance certificates ofthe Corporation, shall be signed or endorsed by such officer or officers, agentor agents, attorney or attorneys, employee or employees, of the Corporation asshall from time to time be determined by resolution of the Board of Directorsor any committee of the Board designated by it so to act.

##  

## Section 8.4.            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 of Directorsor any committee of the Board of Directors or any committee of the Boarddesignated by it so to act may from time to time designate, or as may bedesignated by any officer or officers or agent or agents of the Corporation towhom such power may be delegated by the Board of Directors or any committee ofthe Board designated by it so to act and, for the purpose of such deposit andfor the purposes of collection for the account of the Corporation, may beendorsed, assigned and delivered by any officer, agent or employee of theCorporation or in such other manner as may from time to time be designated or determinedby resolution of the Board of Directors or any committee of the Boarddesignated by it so to act.

##  

## Section 8.5.            Proxiesin Respect of Securities of Other Corporations.  Unless otherwise provided by resolutionadopted by the Board of Directors or any committee of the Board designated byit to so act, the Chairman, the President, or any Vice President may from timeto time appoint an attorney or attorneys or agent or agents of the Corporation,in the name and on behalf of the Corporation, to cast the votes which theCorporation may be entitled to cast as the holder of stock or other securitiesin any other Corporation, association or trust any of whose stock or othersecurities may be held by the Corporation, at meetings of the holders of thestock or other securities of such other Corporation, association or trust, orto consent in writing, in the name of the Corporation as such holder, to anyaction by such other Corporation, association or trust, and may instruct theperson or persons so appointed as to the manner of casting such votes or givingsuch consent, and may execute or cause to be executed in the name and on behalfof the Corporation and under its corporate seal, or otherwise, all such writtenproxies or other instruments as he may deem necessary or proper in thepremises.

##  

# **ARTICLE IXBOOKS AND RECORDS**

#  

## Section 9.1.            Place.  The books and records of the Corporation maybe kept at such places within or without the State of Delaware as the Board ofDirectors may from time to time determine.

 

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## Thestock record books and the blank stock certificate books shall be kept by theSecretary or by any other officer or agent designated by the Board ofDirectors.

##  

## Section 9.2.            Addressesof Stockholders.  Each stockholder shall furnish to theSecretary of the Corporation or to the transfer agent of the Corporation anaddress at which notices of meetings and all other corporate notices may beserved upon or mailed to him, and if any stockholder shall fail to designatesuch address, corporate notices may be served upon him by mail, postageprepaid, to him at his mailing address last known to the Secretary or to thetransfer agent of the Corporation or by transmitting a notice thereof to him atsuch address by telegraph, cable, electronic transmission or other availablemethod.

##  

## Section 9.3.            RecordDates. In order that theCorporation may determine the stockholders entitled to notice of or to vote atany meeting of stockholders, or to receive payment of any dividend or otherdistribution or allotment of any rights or to exercise any rights in respect ofany change, conversion or exchange of stock or for the purpose of any otherlawful action, the Board of Directors may, except as otherwise required by law,fix a record date, which record date shall not precede the date on which theresolution fixing the record date is adopted and which record date shall not bemore than sixty (60) nor less than ten (10) days before the date of anymeeting of stockholders, nor more than sixty (60) days prior to the time forsuch other action as hereinbefore described; provided, however, that if norecord date is fixed by the Board of Directors, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholdersshall be at the close of business on the day next preceding the day on whichnotice is given or, if notice is waived, at the close of business on the daynext preceding the day on which the meeting is held, and, for determiningstockholders entitled to receive payment of any dividend or other distributionor allotment of rights or to exercise any rights of change, conversion orexchange of stock or for any other purpose, the record date shall be at theclose of business on the day on which the Board of Directors adopts aresolution relating thereto.

##  

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.

 

## Section 9.4.            Auditof Books and Accounts.  The books and accounts of the Corporationshall be audited at least once in each fiscal year by certified publicaccountants of good standing selected by the Board of Directors.

##  

## Section 9.5.            Inspectionof Records.

##  

### (a)           Anystockholder of record, in person or by attorney or other agent, shall, uponwritten demand under oath stating the purpose thereof, have the right duringthe usual hours for business to inspect for any proper purpose the Corporation’sstock ledger, a list of its stockholders, and its other books and records andto make copies or extracts therefrom.  Aproper purpose shall mean a purpose reasonably related to such person’sinterest as a stockholder.  In everyinstance where an attorney or other agent is the person who seeks the right toinspection, the demand under oath shall be accompanied by a power of attorneyor such other writing that authorizes the attorney

 

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### or other agent so to acton behalf of the stockholder.  The demandunder oath shall be directed to the Corporation at its registered office inDelaware or at its principal executive office.

###  

### (b)           Anydirector shall have the right to examine the Corporation’s stock ledger, a listof its stockholders, and its other books and records for a purpose reasonablyrelated to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdictionto determine whether a director is entitled to the inspection sought.  The Court may summarily order the Corporationto permit the director to inspect any and all books and records, the stockledger, and the stock list and to make copies or extracts therefrom.  The Court may, in its discretion, prescribeany limitations or conditions with reference to the inspection, or award suchother and further relief as the Court may deem just and proper.

###  

# **ARTICLE XSHARES AND THEIR TRANSFER**

#  

## Section 10.1.          Certificatesof Stock; Uncertificated Shares.  Any or all shares of a class or series ofstock of the Corporation shall be eligible to be issued and traded inuncertificated (book entry) form through a direct registration system.  Until such time as the Corporation shall haveimplemented uncertificated (book entry) trading with respect to a class orseries of stock, every owner of stock of the Corporation shall be entitled tohave a certificate certifying the number of shares owned by such owner in theCorporation and designating the class of stock to which such shares belong,which shall otherwise be in such form as the Board of Directors shallprescribe.  Every such certificate shallbe signed by such officer or officers as the Board of Directors may prescribe,or, if not so prescribed, by the Chairman or the President or a Vice Presidentand by the Secretary or an Assistant Secretary or the Treasurer or an AssistantTreasurer of the Corporation; provided, however, that where such certificate issigned or countersigned by a transfer agent or registrar, the signatures ofsuch officers of the Corporation and the seal of the Corporation may be infacsimile form.  In case any officer orofficers who shall have signed, or whose facsimile signature or signaturesshall have been used on, any such certificate or certificates shall cease to besuch officer or officers of the Corporation, whether because of death,resignation or otherwise, before such certificate or certificates shall havebeen delivered by the Corporation, such certificate or certificates maynevertheless be issued and delivered by the Corporation as though the person orpersons who signed such certificate or whose facsimile signature or signaturesshall have been used thereof had not ceased to be such officer or officers of theCorporation.  At such time as theCorporation shall have implemented uncertificated (book entry) trading withrespect to a class or series of stock, outstanding shares of such class orseries that are represented by a certificate shall not be issued or traded inuncertificated form until such certificate is surrendered to the Corporation orits agent.

##  

## Section 10.2.          Record.  A record shall be kept of the name of theperson, firm or Corporation owning the stock, whether represented by acertificate or not, for stock of the Corporation issued, the number of sharesheld by such owner and, in the case of certificated shares, represented by eachsuch certificate, and the date thereof, and, in case of cancellation, the dateof cancellation.  The person in whosename shares of stock stand on the books of the Corporation shall be deemed theowner thereof for all purposes as regards the Corporation.

 

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## Section 10.3.          Transferof Stock.  Transfers of shares of the stock of theCorporation shall be made only on the books of the Corporation by theregistered holder thereof, or by his attorney thereunto authorized, and, in thecase of shares represented by certificate, on the surrender of the certificateor certificates for such shares properly endorsed.

##  

## Section 10.4.          TransferAgent and Registrar; Regulations.  The Corporation shall, if and whenever theBoard of Directors shall so determine, maintain one or more transfer offices oragencies, each in charge of a transfer agent designated by the Board ofDirectors, where the shares of the capital stock of the Corporation shall bedirectly transferable, and also if and whenever the Board of Directors shall sodetermine, maintain one or more registrar offices designated by the Board ofDirectors, where such shares of stock shall be registered.  The Board of Directors 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 capital stock of the Corporation.

##  

## Section 10.5.          Lost,Destroyed or Mutilated Certificates.  In case of the alleged loss or destruction orthe mutilation of a certificate representing capital stock of the Corporation,a new certificate may be issued in place thereof, in the manner and upon suchterms as the Board of Directors may prescribe.

##  

# **ARTICLE XISEAL**

#  

The Board of Directorsshall provide a corporate seal, which shall be in the form of a circle andshall bear the name of the Corporation and the words and figures “Incorporated1992, Delaware.”

 

# **ARTICLE XIIFISCAL YEAR**

#  

The fiscal year of theCorporation shall commence on the first day of January, except as otherwiseprovided from time to time by the Board of Directors.

 

# **ARTICLE XIIIWAIVER OF NOTICE**

#  

Whenever notice isrequired to be given under any provision of the DGCL, the Certificate ofIncorporation or these Bylaws, a written waiver, signed by the person entitledto notice, or a waiver by electronic transmission by the person entitled tonotice, whether before or after the time of the event for which notice is to begiven, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of noticeof such meeting, except when the person attends a meeting for the expresspurpose of objecting at the beginning of the meeting, to the transaction of anybusiness because the meeting is not lawfully called or convened.  Neither the business to be transacted at, northe purpose of, any regular or special meeting of the stockholders need bespecified in any written waiver of notice or any waiver by electronictransmission unless so required by the Certificate of Incorporation or theseBylaws.

 

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# **ARTICLEXIVAMENDMENTS**

#  

In furtherance and not inlimitation of the powers conferred by law, the Board of Directors is expresslyauthorized to adopt, amend and repeal these Bylaws subject to the power of theholders of capital stock of the Corporation to adopt, amend or repeal theBylaws; provided, however, that, with respect to the power of holders ofcapital stock to adopt, amend and repeal Bylaws of the Corporation,notwithstanding any other provision of these Bylaws or any provision of lawwhich might otherwise permit a lesser vote or no vote, but in addition to anyaffirmative vote of the holders of any particular class or series of thecapital stock of the Corporation required by law, these Bylaws or any preferredstock, the affirmative vote of the holders of at least fifty (50) percent ofthe voting power of all of the then-outstanding shares entitled to votegenerally in the election of directors, voting together as a single class,shall be required to adopt, amend or repeal any provision of these Bylaws.

 

# **ARTICLE XV**

#  

**NOTICEBY ELECTRONIC TRANSMISSION**

 

## Section 15.1.          NoticeBy Electronic Transmission.

##  

Without limitingthe manner by which notice otherwise may be given effectively to stockholderspursuant to the DGCL, the Certificate of Incorporation or these Bylaws, anynotice to stockholders given by the Corporation under any provision of theDGCL, the Certificate of Incorporation or these Bylaws shall be effective ifgiven by a form of electronic transmission consented to by the stockholder towhom the notice is given.  Any suchconsent shall be revocable by the stockholder by written notice to theCorporation.  Any such consent shall bedeemed revoked if:

 

(i)        the Corporation is unable to deliver byelectronic transmission two consecutive notices given by the Corporation inaccordance with such consent; and

####  

(ii)       such inability becomes known to theSecretary or an Assistant Secretary of the Corporation or to the transferagent, or other person responsible for the giving of notice.  However, the inadvertent failure to treatsuch inability as a revocation shall not invalidate any meeting or otheraction.

####  

#### Any notice givenpursuant to the preceding paragraph shall be deemed given:

####  

(i)        if by facsimile telecommunication, whendirected to a number at which the stockholder has consented to receive notice;

 

(ii)       if by electronic mail, when directed toan electronic mail address at which the stockholder has consented to receivenotice;

 

(iii)        ifby a posting on an electronic network together with separate notice to thestockholder of such specific posting, upon the later of (A) such postingand (B) the giving of such separate notice; and

 

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(iv)        if by any other form of electronictransmission, when directed to the stockholder.

 

An affidavit ofthe Secretary or an Assistant Secretary or of the transfer agent or other agentof the Corporation that the notice has been given by a form of electronictransmission shall, in the absence of fraud, be prima facie evidence of thefacts stated therein.

 

## Section 15.2.          DefinitionOf Electronic Transmission.

##  

An “electronictransmission” means any form of communication, not directly involving thephysical transmission of paper, that creates a record that may be retained,retrieved, and reviewed by a recipient thereof, and that may be directlyreproduced in paper form by such a recipient through an automated process.

 

## Section 15.3.          Inapplicability.

##  

Notice by a formof electronic transmission shall not apply to Sections 164, 296, 311, 312 or324 of the DGCL.

 

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