**EXHIBIT 3.1**

 

**MONACO COACH CORPORATION**

 

**AMENDED AND RESTATEDBYLAWS**

 

**May 15,2002**

 

# **ARTICLE IOFFICES**

 

## Section 1.1.            RegisteredOffice.  The registered office ofthe Corporation in the State of Delaware shall be at The Prentice-HallCorporation System, Inc., 32 Loockerman Square in the City of Dover,County of Kent.  The name of theresident agent in charge thereof shall be The Prentice-Hall System, Inc.,32 Loockerwood Square, Suite L100, Dover, Delaware.

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## Section 1.2.            OtherOffices.  The Corporation may alsohave an office at such other place or places either within or without the Stateof Delaware as the Board of Directors may from time to time determine or thebusiness of the Corporation require.

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# **ARTICLEIIMEETINGS OF STOCKHOLDERS**

 

## Section 2.1.            Placeof Meetings.  All meetings of thestockholders of the Corporation shall be held at such place either within orwithout the State of Delaware as shall be fixed by the Board of Directors andspecified in the respective notices or waivers of notice of said meetings. TheBoard may, in its sole discretion, determine that a meeting of stockholdersshall not be held at any place, but may instead be held solely by means ofremote communication as authorized by Section 211(a)(2) of the DelawareGeneral Corporation Law (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. In the absence of such designation, the annual meeting of stockholdersshall be held 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 annual meeting, business mustbe: (A) specified in the notice of meeting (or any supplement 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 beproperly brought before an annual meeting by a 

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### stockholder,the stockholder must have given timely notice thereof in writing to theSecretary of the Corporation.  To betimely, a stockholder’s notice must be delivered to or mailed and received atthe principal executive offices of the Corporation not less than one hundredtwenty (120) calendar days in advance of the date specified in theCorporation’s proxy statement released to stockholders in connection with theprevious year’s annual meeting of stockholders; provided, however, that in theevent that no annual meeting was held in the previous year or the date of theannual meeting has been changed by more than thirty (30) days from thedate contemplated at the time of the previous year’s proxy statement, notice bythe stockholder to be timely must be so received a reasonable time before thesolicitation is made.  A stockholder’snotice to the Secretary shall set forth as to each matter the stockholderproposes to bring before the annual meeting: (i) a brief description ofthe business desired to be brought before the annual meeting and the reasonsfor conducting such business at the annual meeting, (ii) the name andaddress, as they appear on the Corporation’s books, of the stockholderproposing such business, (iii) the class and number of shares of theCorporation which are beneficially owned by the stockholder, (iv) anymaterial interest of the stockholder in such business and (v) any otherinformation that is required to be provided by the stockholder pursuant toRegulation 14A under the Securities Exchange Act of 1934, as amended (the“1934 Act”), in his capacity as a proponent to a stockholder proposal.  Notwithstanding the foregoing, in order toinclude information with respect to a stockholder proposal in the proxystatement and form of proxy for a stockholder’s meeting, stockholders mustprovide notice as required by the regulations promulgated under the 1934 Act.  Notwithstanding anything in these Bylaws tothe contrary, no business shall be conducted at any annual meeting except inaccordance with the procedures set forth in this paragraph (b).  The chairman of the annual meeting shall, ifthe facts warrant, determine and declare at the meeting that business was notproperly brought before the meeting and in accordance with the provisions ofthis paragraph (b), and, if he should so determine, he shall so declare atthe meeting that any such business not properly brought before the meetingshall 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 byor at 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) as to each person, if any, whom the stockholder proposes to nominatefor election or re–election as a director: (A) the name, age,business address and residence address of such person, (B) the principaloccupation or employment of such person, (C) the class and number ofshares of the Corporation which are beneficially owned by such person,(D) a description of all arrangements or understandings between thestockholder and each nominee and any other person or persons (naming suchperson or persons) pursuant to which the nominations are to be made by thestockholder, and (E) any other information relating to such person that isrequired to be disclosed in solicitations of proxies for elections ofdirectors, or is otherwise required, in each case pursuant toRegulation 14A under the 1934 Act (including without limitation suchperson’s written consent to being named in the proxy statement, if any, as anominee and to serving as a director if elected); and (ii) as to suchstockholder giving notice, the information required to be provided pursuant toparagraph (b) of this Section 2.2. At the request of the Board of Directors, any person nominated by

 

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### astockholder for election as a director shall furnish to the Secretary of theCorporation that information required to be set forth in the stockholder’snotice of nomination which pertains to the nominee.  No person shall be eligible for election as a director of the Corporationunless nominated in accordance with the procedures set forth in thisparagraph (c).  The chairman of themeeting shall, if the facts warrant, determine and declare at the meeting thata nomination was not made in accordance with the procedures prescribed by theseBylaws, and if he should so determine, he shall so declare at the meeting, andthe defective nomination shall be disregarded.

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## Section 2.3.            SpecialMeetings.  A special meeting of thestockholders may be called at any time by the Board of Directors, or by theChairman of the Board, or by the President. No other person or persons 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 of Directorsor 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 these Bylawsnot less than 10 nor more than 60 days before the date of the meeting to eachstockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of themeeting, the means of remote communication, if any, by which stockholders andproxy holders may be deemed to be present in person and vote at such meeting,and, in the case of a special meeting, the purpose or purposes for which themeeting is called.

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### (b)           Noticeof any meeting of stockholders shall not be required to be given to any stockholderwho shall attend such meeting in person or by proxy or who shall in person orby attorney thereunto authorized, waive such notice in writing or by telegraph,cable or any other available method either before or after such meeting.  Notice of any adjourned meeting of thestockholders shall not be required to be given except when expressly requiredby law.

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

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#### (i)    if mailed, when deposited in the UnitedStates mail, postage prepaid, directed to the stockholder at his or her addressas it appears on the Corporation’s records; or

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#### (ii)   if electronically transmitted as provided inSection 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 

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### stockholders,any officer entitled to preside at, or act as secretary of, such meeting, shallhave the power to adjourn the meeting, from time to time, until stockholdersholding the requisite amount of stock shall be present or represented.  At any such adjourned meeting at which aquorum is present, any business may be transacted which might have beentransacted at the meeting as originally called.

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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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#### (a)           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 Section212 of 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 be decidedby the vote of a majority in interest of the stockholders entitled to votethereon, present in person or by proxy, at 

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### suchmeeting, other than the election of directors which shall be decided by thevote of a plurality in interest of the stockholders entitled to vote thereon,present in person or by proxy at such meeting.

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## 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 anddeliver to the secretary of the meeting a certificate stating the number ofshares of stock issued and outstanding and entitled to vote thereon and thenumber of shares voted for and against the questions presented.  The inspectors need not be stockholders ofthe Corporation, and any director or officer of the Corporation may be aninspector on any question other than a vote for or against his election to anyposition with the Corporation or on any other question in which he may bedirectly interested.  Before acting asherein provided each inspector shall subscribe an oath faithfully to executethe duties of an inspector with strict impartiality and according to the bestof his ability.

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## Section 2.9.            Listof Stockholders.  The officer whohas charge of the stock ledger of the Corporation shall prepare and make, atleast 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.  TheCorporation shall not be required to include electronic mail addresses or otherelectronic contact information on such list. Such list shall be open to the examination of any stockholder, for anypurpose germane to the meeting for a period of at least 10 days prior to themeeting:  (i) on a reasonablyaccessible electronic network, provided that the information required to gainaccess to such list is provided with the notice of the meeting, or(ii) during ordinary business hours, at the Corporation’s principalexecutive office.  In the event that theCorporation determines to make the list available on an electronic network, theCorporation may take reasonable steps to ensure that such information isavailable only to stockholders of the Corporation.  If the meeting is to be held at a place, then the list shall 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.  If the meeting is to be held solely by meansof remote communication, then the list shall also be open to the examination ofany stockholder during the whole time of the meeting on a reasonably accessibleelectronic network, and the information required to access such list shall beprovided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholdersentitled to vote at the meeting and the number of shares held by each of them.

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# **ARTICLEIIIBOARD OF DIRECTORS**

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## Section 3.1.            GeneralPowers.  The business, property andaffairs of the Corporation 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.

 

(c)           Directors need not be stockholdersunless so required by the Certificate of Incorporation or these Bylaws, whereinother qualifications for directors may be prescribed.  Each director, including a director elected to fill a vacancy,shall hold office until his or her successor is elected and qualified or untilhis or her earlier resignation or removal.

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## Section 3.3.            Classesof Directors.           The directorsshall be divided into two classes, designated as Class I andClass II, respectively.  Directorsshall be assigned to each class in accordance with a resolution or resolutionsadopted by the Board of Directors.  Ateach annual meeting of stockholders, directors shall be elected for a full termof two years to succeed the directors of the class whose terms expire at suchannual meeting.

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## Section 3.4.            Quorum and 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 ofdirectors.

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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.  TheBoard of Directors may hold meetings, have an office or offices and keep thebooks and records of the Corporation at such place or places within or withoutthe State of Delaware as the Board may from time to time determine.  The place of meeting shall be specified orfixed in the respective notices or waivers of notice thereof, except whereotherwise provided by statute, by the Certificate of Incorporation or theseBylaws.  Unless otherwise restricted bythe Certificate of Incorporation or these Bylaws, members of the Board, or anycommittee designated by the Board, may participate in a meeting of the Board,or any committee, by means of conference telephone or other communicationsequipment by means of which all persons participating in the meeting can heareach other, and such participation in a meeting shall constitute presence inperson at the meeting.

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## Section 3.6.            AnnualMeeting.  The Board of Directorsshall meet for the purpose of organization, the election of officers and thetransaction of other business, as soon as practicable following each annualelection of directors.  Such meetingshall be called and held at the place and time specified in the notice orwaiver of notice thereof as in the case of a special meeting of the Board ofDirectors.

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## Section 3.7.            RegularMeetings.  Regular meetings of theBoard of Directors shall be held at such places and at such times as the Boardshall from time to time by resolution determine.  If any day fixed for a regular meeting shall be a legal holidayat the place where the meeting is to be held, then the meeting which wouldotherwise be held on that day shall be held at said place at the same hour onthe next succeeding business day. Notice of regular meetings need not be given.

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## Section 3.8.            SpecialMeetings; Notice.  Special meetingsof the Board of Directors shall be held whenever called by the Chairman or byany two of the directors.  Notice of thetime and place of special meetings shall be:

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### (a)   delivered personally by hand, by courier orby telephone;

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

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### (c)   sent by facsimile; or

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### (d)   sent by electronic mail,

 

directed to each directorat that director’s address, telephone number, facsimile number or electronicmail address, as the case may be, as shown on the Corporation’s records.

 

If the notice is(i) delivered personally by hand, by courier or by telephone, (ii) sent byfacsimile or (iii) sent by electronic mail, it shall be delivered or sentat least 24 hours before the time of the holding of the meeting.  If the notice is sent by United States mail,it shall be deposited in the United States mail at least four days before thetime of the holding of the meeting.  Anyoral notice may be communicated to the director.  The notice need not specify the place of the meeting (if themeeting is to be held at the Corporation’s principal executive office) nor thepurpose of the meeting.

 

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

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## Section 3.9.            Organization.  At each meeting of the Board of Directorsthe Chairman or, in his absence, a director chosen by a majority of thedirectors present shall act as chairman. The Secretary or, in his absence, an Assistant Secretary or, in theabsence of the Secretary and all Assistant Secretaries, a person whom thechairman of such meeting shall appoint shall act as secretary of such meetingand keep the minutes thereof.

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

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## Section 3.11.          Removalof Directors.  Except as otherwiseprovided in the Certificate of Incorporation or in these Bylaws, any directormay be removed, either with or without cause, at any time, by the affirmativevote of the holders of record of a majority of the issued and outstanding stockentitled to vote for the election of directors of the Corporation given at aspecial meeting of the stockholders called and held for the purpose; and thevacancy in the Board caused by any such removal may be filled by suchstockholders at such meeting or, if the stockholders at such meeting shall failto fill such vacancy, as provided in these Bylaws.

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## Section 3.12.          Resignation.  Any director of the Corporation may resignat any 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 office untilthe next annual election of directors and until his successor shall be dulyelected and qualified or until his death or until he shall resign or shall havebeen 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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# **ARTICLE IVCOMMITTEES**

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## Section 4.1.            ExecutiveCommittee.  The Board of Directorsmay, by resolution or resolutions passed by a majority of the whole Board,appoint an Executive Committee to consist of not less than two (2) membersof the Board of Directors, including the Chairman, and shall designate one ofthe members as its chairman. Notwithstanding any limitation on the size of the Executive Committee,the Committee may invite members of the Board to attend its meetings.  For the purpose of the meeting he soattends, the invited director shall be entitled to vote on matters consideredat such meeting and shall receive the Executive Committee fee for suchattendance.

 

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

 

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the Committee chosen by a majority of the memberspresent shall preside at meetings of the Executive Committee and the Secretaryor an Assistant Secretary of the Corporation, or such other person as theExecutive Committee shall from time to time determine, shall act as secretaryof the Executive Committee.

 

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

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## 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 ExecutiveCommittee shall fix its own rules of procedure, subject to the approval of theBoard of Directors, and shall meet at such times and at such place or places asmay be provided by such rules.  At everymeeting of the Executive Committee, the presence of a majority of all themembers of such Committee shall be necessary to constitute a quorum and theaffirmative vote of a majority of the members present shall be necessary forthe adoption by it of any resolution. In the absence of a quorum at any meeting of the Executive Committee,such meeting need not be held, or a majority of the members present thereat or,if no members are present, the secretary of the meeting may adjourn suchmeeting from time to time until a quorum 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 ofDirectors may, from time to time, by resolution passed by a majority of thewhole Board, designate one or more committees in addition to the ExecutiveCommittee, each committee to consist of two (2) or more of the directorsof the Corporation.  Any such committee,to the extent provided in the resolution or in the Bylaws of the Corporation,shall have and may exercise the powers of the Board of Directors in themanagement of the business and affairs of the Corporation.

 

A majority of all the members of any such committee may determine itsaction and fix the time and place of its meetings, unless the Board ofDirectors shall otherwise provide.  TheBoard of Directors shall have power to change the members of any committee atany time, to fill vacancies and to discharge any such committee, either with orwithout cause, at any time.

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## 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 Directorsmay from time to time create such additional committees of directors, officers,employees or other persons designated by it (or any combination of suchpersons) for the purpose of 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.

 

A majority of all the members of any such committee may determine itsaction and fix the time and place of its meetings, unless the Board ofDirectors shall otherwise provide.  TheBoard of Directors shall have the power to change the members of any committeeat any time, to fill vacancies and to discharge any such committee, either withor without cause, at any time.

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# **ARTICLE VACTION BY CONSENT**

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## Section 5.1.            Consentby Directors.   Unless otherwiserestricted by the Certificate of Incorporation or these Bylaws, any actionrequired or permitted to be taken at any meeting of the Board, or of anycommittee thereof, may be taken without a meeting if all members of the Boardor committee, as the case may be, consent thereto in writing or by electronictransmission and the writing or writings or electronic transmission ortransmissions are filed with the minutes of proceedings of the Board orcommittee.  Such filing shall be inpaper form if the minutes are maintained in paper form and shall be in electronicform if the minutes are maintained in electronic form.

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## Section 5.2.            Consentby Stockholders.  Unless otherwiseprovided in the Certificate of Incorporation, any action which may be taken atany annual or special meeting of stockholders may be taken without a meetingand without prior notice, if a consent in writing, setting forth the action sotaken, is signed by the holders of outstanding shares having not less than theminimum number of votes that would be necessary to authorize or take that actionat a meeting at which all shares entitled to vote on that action were presentand voted.

 

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.

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# **ARTICLEVIOFFICERS**

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## Section 6.1.            Number.  The principal officers of the Corporationshall be a Chairman, a President, one or more Vice Presidents (the numberthereof and variations in title to be determined by the Board of Directors), aTreasurer and a Secretary.  In addition,there may be such other or subordinate officers, agents and employees as may beappointed in accordance with the provisions of Section 6.3.  Any two (2) or more offices may be heldby the same person, except that the office of Secretary shall be held by aperson other than the person holding the office of Chairman or President.

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## Section 6.2.            Election,Qualifications and Term of Office. Each officer of the Corporation, except such officers as may beappointed in accordance with the provisions of Section 6.3, shall beelected annually by the Board of Directors and shall hold office until hissuccessor shall have been duly elected and qualified, or until his death, oruntil 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 havesuch other officers, agents, and employees as the Board of Directors may deemnecessary, including a Chief Executive Officer, Chief Operating Officer, ChiefFinancial Officer, a Controller, one or more Assistant Controllers, one or moreAssistant Treasurers and one or more Assistant Secretaries, each of whom shallhold office for such period, have such authority, and perform such duties as theBoard of Directors, any committee of the Board designated by it to so act, orthe Chairman or President may from time to time determine.  The Board of Directors may delegate to anyprincipal officer the power to appoint or remove any 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, President or theSecretary of the Corporation.  Any suchdesignation 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 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 theBoard shall be a director and shall preside at all meetings of the Board ofDirectors and shareholders.  Subject todetermination by the Board of Directors, the Chairman shall have generalexecutive powers and such specific powers and duties as from time to time maybe conferred or assigned by the Board of Directors.

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## Section 6.8.            President.  Subject to determination by the Board ofDirectors, the President shall have general executive powers and such specificpowers and duties as from time to time may be conferred upon or assigned to himby the Board of Directors or any committee of the Board designated by it to soact, or by the Chairman.  In the absenceof the Chairman, the president shall preside at all meetings of thestockholders.

##  

## Section 6.9.            VicePresident.  Each Vice Presidentshall have such powers and perform such duties as from time to time may beconferred upon or assigned to him by the Board of Directors or any committee ofthe Board designated by it to so act, or by the Chairman or President.

 

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## Section 6.10.          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 6.11.          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 of all corporate records (other than financial) and of the seal ofthe Corporation and see that the seal is affixed to all documents the executionof which on behalf of the Corporation under its seal is duly authorized inaccordance with the provisions of these Bylaws; shall keep, or cause to bekept, the list of stockholders as required by Section 2.9, which shallinclude the mailing addresses of the stockholders and the number of shares heldby them, respectively, and shall make or cause to be made, all proper changestherein, shall see that the books, reports, statements, certificates and allother documents and records required by law are properly kept and filed; and,in general, shall perform all duties incident to the office of Secretary andsuch other duties as may from time to time be assigned to him by the Board ofDirectors or any committee of the Board designated by it so to act, or by theChairman or President.

##  

## Section 6.12.          TheAssistant Secretaries.  At therequest, or in absence or disability, of the Secretary, the Assistant Secretarydesignated by the Board of Directors shall perform all the duties of theSecretary and, when so acting, shall have all the powers of the Secretary.  The Assistant Secretaries shall perform suchother duties as from time to time may be assigned to them by the Board ofDirectors or any committee of the Board designated by it so to act, or by thePresident, the Chairman or the Secretary.

##  

## Section 6.13.          Salaries.  The salaries of the principal officers ofthe Corporation 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.

# ** **

# **ARTICLEVIIINDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS**

##  

## Section 7.1.            Right to Indemnification.  Eachperson who was or is made a party or is threatened to be made a party toor is otherwise involved in any action, suit or proceeding, whether civil,criminal, administrative or investigative (hereinafter a “proceeding”), byreason of the fact that he or she is or was a director or an officer of theCorporation or is or was serving at the request of the Corporation as adirector,  officer or trustee of anotherCorporation or of a partnership, joint 

##  

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## venture,trust or other enterprise, including service with respect to an employeebenefit plan (hereinafter an “indemnitee”), whether the basis of suchproceeding is alleged action in an official capacity as a director, officer ortrustee or in any other capacity while serving as a director, officer ortrustee, shall be indemnified and held harmless by the Corporation to thefullest extent author by the DGCL, as the same exists or may hereafter beamended (but, in the case of any such amendment, only to the extent that suchamendment permits the Corporation to provide broader indemnification 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, theCorporation shall indemnify any suchindemnitee in connection with a proceeding (or part thereof) initiated by suchindemnitee only if such proceeding (or part thereof) was authorized by theBoard of Directors of the Corporation.

##  

## Section 7.2.            Rightto Advancement of Expenses.  Inaddition to the right to indemnification conferred in Section 7.1 of thisArticle VII, an indemnitee shall also have the right to be paid by theCorporation the expenses (including attorney’s fees) incurred in defending anysuch proceeding in advance of its final disposition (hereinafter an“advancement of expenses”); provided, however, that, if the DGCL requires, anadvancement of expenses incurred by an indemnitee in his or her capacity as adirector or officer (and not in any other capacity in which service was or isrendered by such indemnitee, including, without limitation, service to anemployee benefit plan) shall be made only upon delivery to the Corporation ofan undertaking (hereinafter an “undertaking”), by or on behalf of suchindemnitee, to repay all amounts so advanced if it shall ultimately bedetermined by final judicial decision from which there is no further right to appeal(hereinafter a “final adjudication”) that such indemnitee is not entitled to beindemnified for such expenses under this Section 7.2 or otherwise.

##  

## Section 7.3.            Rightof Indemnitee to Bring Suit.  If aclaim under Section 7.1 or 7.2 of this Article VII is not paid in full by theCorporation within sixty (60) days after a written claim has been received bythe Corporation, except in the case of a claim for an advancement of expenses,in which case the applicable period shall be twenty (20) days, the indemniteemay at any time thereafter bring suit against the Corporation to recover theunpaid amount of the claim.  Ifsuccessful in whole or in part in any such suit, or in a suit brought by theCorporation to recover an advancement of expenses pursuant to the terms of anundertaking, the indemnitee shall be entitled to be paid also the expense ofprosecuting or defending such suit.  In(i) any suit brought by the indemnitee to enforce a right to indemnificationhereunder (but not in a suit brought by the indemnitee to enforce a right to anadvancement of expenses) it shall be a defense that, and (ii) in any suitbrought by the Corporation to recover an advancement of expenses pursuant tothe terms of an undertaking, the Corporation shall be entitled to recover suchexpenses upon a final adjudication that, the indemnitee has not met anyapplicable standard for indemnification set forth in the DGCL.  Neither the failure of the Corporation(including its directors who are not parties to such action, a committee ofsuch directors, independent legal counsel, or its stockholders) to have made adetermination prior to the commencement of such suit that indemnification ofthe indemnitee is proper in the circumstances because the indemnitee has metthe applicable standard of conduct set forth in the DGCL, nor an actualdetermination by the Corporation (including its directors who are not partiesto such action, a committee of such directors, indepen­dent legal counsel, orits stockholders) that the indemnitee has not met such applicable standard 

##  

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## ofconduct, shall create a presumption that the indemnitee has not met theapplicable standard of conduct or, in the case of such a suit brought by theindemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right toindemnification or to an advancement of expenses hereunder, or brought by theCorporation to recover an advancement of expenses pursuant to the terms of anundertaking, the burden of proving that the indemnitee is not entitled to beindemnified, or to such advancement of expenses, under this Article VII orotherwise shall be on the Corporation.

##  

## Section 7.4.            Non-Exclusivityof Rights.  The rights toindemnification and to the advancement of expenses conferred in this ArticleVII shall not be exclusive of any other right which any person may have orhereafter acquire under any statute, the Corporation’s Certificate ofIncorporation, Bylaws, agreement, vote of stockholders or directors orotherwise.

##  

## 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 authorized from time to timeby the Board of Directors, grant rights to indemnification and to theadvancement of expenses to any employee or agent of the Corporation to thefullest extent of the provisions of this Article VII with respect to theindemnification and advancement of expenses of directors and officers of theCorporation.

##  

## Section 7.7.            Natureof Rights.  The rights conferredupon indemnitees in this Article VII shall be contract rights and such rightsshall continue as to an indemnitee who has ceased to be a director, officer ortrustee and shall inure to the benefit of the indemnitee’s heirs, executors andadministrators.  Any amendment,alteration or repeal of this Article VII that adversely affects any right of anindemnitee or its successors shall be prospective only and shall not limit oreliminate 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.

 

# **ARTICLEVIIICONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.**

##  

## Section 8.1.            Executionof Contracts.  As authorized by theBoard of Directors, the Chairman or President, any Vice President, or theTreasurer, may enter into any contract or execute any contract or otherinstrument in the name and on behalf of the Corporation.  The Board of Directors, or any committeedesignated thereby with power so to act, except as otherwise provided in theseBylaws, may authorize any other or additional officer or officers or agent oragents of the Corporation, and such authority may be general or confined tospecific instances.  Unless authorized 

##  

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## to do soby these Bylaws or by the Board of Directors, or by any such committee, noofficer, agent or employee shall have any power or authority to bind theCorporation by any contract or engagement or to pledge its credit or to renderit liable pecuniarily for any 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.  Such authority may be general or confined tospecific instances.  When so authorized,the officer or officers thereunto authorized may effect loans and advances atany time for the Corporation from any bank, trust company or other institution,or from any firm, Corporation or individual, and for such loans and advancesmay make, execute and deliver promissory notes or other evidences ofindebtedness of the Corporation, and, when authorized as aforesaid, as securityfor the payment of any and all loans, advances, indebtedness and liabilities ofthe Corporation, may mortgage, pledge, hypothecate or transfer any real orpersonal property at any time owned or held by the Corporation, and to that endexecute instruments of mortgage or pledge or otherwise transfer such property.

 

## Section 8.3.            Checks,Drafts, etc.  All checks, drafts,bills of exchange or other orders for the payment of money, obligations, notes,or other evidence of indebtedness, bills of lading, warehouse receipts andinsurance certificates of the Corporation, shall be signed or endorsed by suchofficer or officers, agent or agents, attorney or attorneys, employee oremployees, of the Corporation as shall from time to time be determined byresolution of the Board of Directors or any committee of the Board designatedby 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 ordetermined by resolution of the Board of Directors or any committee of theBoard designated by it so to act.

##  

## Section 8.5.            Proxiesin Respect of Securities of Other Corporations.  Unless otherwise provided by resolution adopted by the Board ofDirectors or any committee of the Board designated by it to so act, theChairman, the President, or any Vice President may from time to time appoint anattorney or attorneys or agent or agents of the Corporation, in the name and onbehalf of the Corporation, to cast the votes which the Corporation may beentitled to cast as the holder of stock or other securities in any otherCorporation, association or trust any of whose stock or other securities may beheld by the Corporation, at meetings of the holders of the stock or othersecurities of such other Corporation, association or trust, or to consent inwriting, in the name of the Corporation as such holder, to any action by suchother Corporation, association or trust, and may instruct the person or personsso appointed as to the manner of casting such votes or giving such consent, andmay execute or cause to be executed in the name and on behalf of theCorporation and under its 

##  

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## corporateseal, or otherwise, all such written proxies or other instruments as he maydeem necessary or proper in the premises.

# ** **

# **ARTICLEIXBOOKS 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. The stock record books and the blank stock certificate books shall bekept by the Secretary or by any other officer or agent designated by the Boardof Directors.

##  

## Section 9.2.            Addressesof Stockholders.  Each stockholdershall furnish to the Secretary of the Corporation or to the transfer agent ofthe Corporation an address at which notices of meetings and all other corporatenotices may be served upon or mailed to him, and if any stockholder shall failto designate such address, corporate notices may be served upon him by mail,postage prepaid, to him at his mailing address last known to the Secretary orto the transfer agent of the Corporation or by transmitting a notice thereof tohim at such address by telegraph, cable, electronic transmission or otheravailable method.

##  

## Section 9.3.            RecordDates. In order that the Corporation may determine the stockholdersentitled to notice of or to vote at any meeting of stockholders, or to receivepayment of any dividend or other distribution or allotment of any rights or toexercise any rights in respect of any change, conversion or exchange of stockor for the purpose of any other lawful action, the Board of Directors may,except as otherwise required by law, fix a record date, which record date shallnot precede the date on which the resolution fixing the record date is adoptedand which record date shall not be more than sixty (60) nor less than ten (10)days before the date of any meeting of stockholders, nor more than sixty (60)days prior to the time for such other action as hereinbefore described;provided, however, that if no record date is fixed by the Board of Directors,the record date for determining stockholders entitled to notice of or to voteat a meeting of stockholders shall be at the close of business on the day nextpreceding the day on which notice is given or, if notice is waived, at the closeof business on the day next preceding the day on which the meeting is held,and, for determining stockholders entitled to receive payment of any dividendor other distribution or allotment of rights or to exercise any rights ofchange, con­version or exchange of stock or for any other purpose, the recorddate shall be at the close of business on the day on which the Board ofDirectors adopts a resolution relating thereto.

 

A determination of stockholders of record entitled to notice of or tovote at a meeting of stockholders shall apply to any adjournment of themeeting; provided, however, that the Board of Directors may fix a new recorddate for the adjourned meeting.

##  

## Section 9.4.            Auditof Books and Accounts.  The booksand accounts of the Corporation shall be audited at least once in each fiscalyear by certified public accountants of good standing selected by the Board ofDirectors.

 

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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 theCorporation’s stock ledger, a list of its stockholders, and its other books andrecords and to make copies or extracts therefrom.  A proper purpose shall mean a purpose reasonably related to suchperson’s interest as a stockholder.  Inevery instance where an attorney or other agent is the person who seeks theright to inspection, the demand under oath shall be accompanied by a power ofattorney or such other writing that authorizes the attorney or other agent soto act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registeredoffice in Delaware 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 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.

# ** **

# **ARTICLE XSHARES AND THEIR TRANSFER**

##  

## Section 10.1.          Certificatesof Stock.  Every owner of stock ofthe Corporation shall be entitled to have a certificate certifying the numberof shares owned by him in the Corporation and designating the class of stock towhich such shares belong, which shall otherwise be in such form as the Board ofDirectors shall prescribe.  Every suchcertificate shall be signed by such officer or officers as the Board ofDirectors may prescribe, or, if not so prescribed, by the Chairman or thePresident or a Vice President and by the Secretary or an Assistant Secretary orthe Treasurer or an Assistant Treasurer of the Corporation; provided, however,that where such certificate is signed or countersigned by a transfer agent orregistrar, the signatures of such officers of the Corporation and the seal ofthe Corporation may be in facsimile form. In case any officer or officers who shall have signed, or whose facsimilesignature or signatures shall have been used on, any such certificate orcertificates shall cease to be such officer or officers of the Corporation,whether because of death, resignation or otherwise, before such certificate orcertificates shall have been delivered by the Corporation, such certificate orcertificates may nevertheless be issued and delivered by the Corporation asthough the person or persons who signed such certificate or whose facsimilesignature or signatures shall have been used thereof had not ceased to be suchofficer or officers of the Corporation.

##  

## Section 10.2.          Record.  A record shall be kept of the name of theperson, firm or Corporation owning the stock represented by each certificatefor stock of the Corporation issued, the number of 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 ofthe stock of the Corporation shall be made only on the books of the Corporationby the registered holder thereof, or by his attorney thereunto authorized, andon the surrender of the certificate or certificates for such shares properlyendorsed.

##  

## Section 10.4.          TransferAgent and Registrar; Regulations. The Corporation shall, if and whenever the Board of Directors shall sodetermine, maintain one or more transfer offices or agencies, each in charge ofa transfer agent designated by the Board of Directors, where the shares of thecapital stock of the Corporation shall be directly transferable, and also ifand whenever the Board of Directors shall so determine, maintain one or moreregistrar offices designated by the Board of Directors, where such shares ofstock shall be registered.  The Board ofDirectors may make such rules and regulations as it may deem expedient, notinconsistent with these Bylaws, concerning the issue, transfer and registrationof certificates for shares of the capital stock of the Corporation.

##  

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

# ** **

# **ARTICLEXISEAL**

 

The Board of Directors shall provide a corporate seal, which shall bein the form of a circle and shall bear the name of the Corporation and thewords and figures “Incorporated 1992, Delaware.”

# ** **

# **ARTICLEXIIFISCAL YEAR**

 

The fiscal year of the Corporation shall commence on the first day ofJanuary, except as otherwise provided from time to time by the Board ofDirectors.

 

# **ARTICLEXIIIWAIVER 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,nor the 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 in limitation of thepowers conferred by law, the Board of Directors is expressly authorized toadopt, amend and repeal these Bylaws subject to the power of the holders ofcapital stock of the Corporation to adopt, amend or repeal the Bylaws;provided, however, that, with respect to the power of holders of capital stockto adopt, amend and repeal Bylaws of the Corporation, notwithstanding any otherprovision of these Bylaws or any provision of law which might otherwise permita lesser vote or no vote, but in addition to any affirmative vote of theholders of any particular class or series of the capital stock of theCorporation required by law, these Bylaws or any preferred stock, theaffirmative vote of the holders of at least fifty (50) percent of the votingpower of all of the then–outstanding shares entitled to vote generally inthe election of directors, voting together as a single class, shall be requiredto adopt, amend or repeal any provision of these Bylaws.

# ** **

# **ARTICLEXVNOTICE BY ELECTRONIC TRANSMISSION**

##  

## Section 15.1.          NoticeBy Electronic Transmission.

 

Without limiting themanner 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 the Secretaryor an Assistant Secretary of the Corporation or to the transfer agent, or otherperson responsible for the giving of notice.

 

However, the inadvertentfailure to treat such inability as a revocation shall not invalidate anymeeting or other action.

 

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Any notice given pursuantto the preceding paragraph shall be deemed given:

 

(i)                                     ifby facsimile telecommunication, when directed to a number at which thestockholder has consented to receive notice;

 

(ii)                                  ifby electronic mail, when directed to an electronic mail address at which thestockholder has consented to receive notice;

 

(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

 

(iv)                              ifby any other form of electronic transmission, when directed to the stockholder.

 

An affidavit of theSecretary or an Assistant Secretary or of the transfer agent or other agent ofthe 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.          Definition Of ElectronicTransmission.

 

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 form ofelectronic transmission shall not apply to Sections 164, 296, 311, 312 or 324of the DGCL.

 

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**MONACOCOACH CORPORATION**

 

**CERTIFICATEOF ADOPTION OF BYLAWS**

 

The undersigned hereby certifies that he is the duly elected, qualified,and acting Secretary of Monaco Coach Corporation and that the foregoing Bylaws,comprising twenty (20) pages, were duly adopted as the Bylaws of thecorporation by this corporation’s Board of Directors at a regular meeting heldon May 15, 2002.

 

IN WITNESS WHEREOF, the undersigned has hereunto set his hand andaffixed the corporate seal this 15th day of May, 2002.

 
|   | /s/:  Richard  E. Bond |   |
|--------|-----------------------------|--------|
|   | Richard E. Bond, Secretary  |

 

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