Amended and Restated By-Laws


  
 EXHIBIT 4.3 

 

  
 AMENDED AND RESTATED 
  
 BY-LAWS 
  
 OF

  
 CHENIERE ENERGY, INC. 
  

  

					
	 	 	 	 	 As amended by the Board of
 Directors by
resolutions
 through January 29, 2004








  
 TABLE OF CONTENTS

  

					
	 ARTICLE I. OFFICES
	  	1
	 SECTION 1.1.
	  	 Registered Office
	  	1
	 SECTION 1.2.
	  	 Other Offices
	  	1
		
	 ARTICLE II. MEETING OF STOCKHOLDERS
	  	1
	 SECTION 2.3.
	  	 Notice of Meetings
	  	1
	 SECTION 2.4.
	  	 Waiver of Notice
	  	2
	 SECTION 2.5.
	  	 Adjournments
	  	2
	 SECTION 2.6.
	  	 Quorum
	  	3
	 SECTION 2.7.
	  	 Voting
	  	3
		
	 ARTICLE III. BOARD OF DIRECTORS
	  	3
	 SECTION 3.1.
	  	 General Powers
	  	3
	 SECTION 3.2.
	  	 Number and Term of Office
	  	3
	 SECTION 3.3.
	  	 Vacancies and Newly Created Directorships
	  	4
	 SECTION 3.4.
	  	 Resignation
	  	4
	 SECTION 3.5.
	  	 Removal
	  	4
	 SECTION 3.6.
	  	 Meetings
	  	4
	 SECTION 3.7.
	  	 Committees of the Board
	  	5
	 SECTION 3.8.
	  	 Directors’ Consent in Lieu of Meeting
	  	6
	 SECTION 3.9.
	  	 Action by Means of Telephone or Similar Communications Equipment
	  	6
	 SECTION 3.10.
	  	 Compensation
	  	6
		
	 ARTICLE IV. OFFICERS
	  	7
	 SECTION 4.1.
	  	 Officers
	  	7
	 SECTION 4.2.
	  	 Authority and Duties
	  	7
	 SECTION 4.3.
	  	 Term of Office, Resignation and Removal
	  	7
	 SECTION 4.4.
	  	 Subordinate Officers
	  	7
	 SECTION 4.5.
	  	 Vacancies
	  	7
	 SECTION 4.6.
	  	 The Chairman or Co-Chairmen
	  	7
	 SECTION 4.7.
	  	 The Vice Chairman
	  	8
	 SECTION 4.8.
	  	 The President
	  	8
	 SECTION 4.9.
	  	 Vice Presidents
	  	8
	 SECTION 4.10.
	  	 Chief Financial Officer
	  	8
	 SECTION 4.11.
	  	 The Secretary
	  	8
	 SECTION 4.12.
	  	 Assistant Secretaries
	  	8
	 SECTION 4.13.
	  	 The Treasurer
	  	9
	 SECTION 4.14.
	  	 Assistant Treasurers
	  	9
	 SECTION 4.15.
	  	 Compensation
	  	9
	 SECTION 4.16.
	  	 Interested Directors; Quorum
	  	9
		
	 ARTICLE V. SHARES AND TRANSFERS OF SHARES
	  	10
	 SECTION 5.1.
	  	 Certificates Evidencing Shares
	  	10
	 SECTION 5.2.
	  	 Stock Ledger
	  	10
	 SECTION 5.3.
	  	 Transfers of Shares
	  	10
	 SECTION 5.4.
	  	 Addresses of Stockholders
	  	10
	 SECTION 5.5.
	  	 Lost, Destroyed and Mutilated Certificates
	  	10
	 SECTION 5.6.
	  	 Regulations
	  	11
	 SECTION 5.7.
	  	 Fixing Date for Determination of Stockholders of Record
	  	11

  

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	 ARTICLE VI. SEAL
	  	11
	 SECTION 6.1.
	  	 Seal
	  	11
		
	 ARTICLE VII. FISCAL YEAR
	  	11
	 SECTION 7.1.
	  	 Fiscal Year
	  	11
		
	 ARTICLE VIII. VOTING OF SHARES IN OTHER CORPORATIONS
	  	11
	 SECTION 8.1.
	  	 Voting of Shares in Other Corporations
	  	11
		
	 ARTICLE IX. INDEMNIFICATION AND INSURANCE
	  	12
	 SECTION 9.1.
	  	 Indemnification
	  	12
	 SECTION 9.2.
	  	 Insurance for Indemnification
	  	14
		
	 ARTICLE X. AMENDMENTS
	  	14
	 SECTION 10.1.
	  	 Amendments
	  	14

  

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 AMENDED AND RESTATED

  
 BY LAWS 
  
 OF 
  
 CHENIERE ENERGY, INC. 
  
 ARTICLE I. 
  
 OFFICES 
  
 SECTION 1.1. Registered Office. Unless and until otherwise determined by the Board of Directors of Cheniere Energy, Inc. (the “Corporation”), the registered office of the Corporation in the State of Delaware shall be at the office
of Corporation Service Company, 1013 Centre Road, City of Wilmington 19805, County of New Castle and the registered agent in charge thereof shall be Corporation Service Company. 
  
 SECTION 1.2. Other Offices. The Corporation may also have an office or offices at any other place or places within or
without the State of Delaware as the Board of Directors of the Corporation (the “Board”) may from time to time determine or the business of the Corporation may from time to time require. 
  
 ARTICLE II. 
  
 MEETING OF STOCKHOLDERS 
  
 SECTION 2.1. Annual Meetings. The annual meeting of stockholders of the
Corporation for the election of directors of the Corporation (“Directors”) and for the transaction of such other business as may properly come before such meeting, shall be held at such place, date and time as shall be fixed by the Board
and designated in the notice or waiver of notice of such annual meeting. 
  
 SECTION 2.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called by the Board or the Chairman of the Board, Chief Executive Officer or the President or the Secretary of the
Corporation at the request in writing of a majority of the Board to be held at such place, date and time as shall be designated in the notice or waiver of notice thereof. Special meetings of stockholders cannot be called by the stockholders of the
Corporation. 
  
 SECTION 2.3. Notice of Meetings. Except as
otherwise provided by law, written notice of each annual or special meeting of stockholders stating the place, date and time of such meeting and, in the case of a special meeting, the purpose or purposes for which such meeting is to be held, shall
be given personally or by first class mail (airmail in the case of international communications) to each recordholder of Shares (a “Stockholder”) entitled to vote 

  








 
thereat, not less than 10 nor more than 60 days before the date of such meeting. If mailed, such notice shall be deemed to be given when deposited in the
United States mail, postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears on the records of the Corporation. If, prior to the time of transmittal of notice, the Secretary of the Corporation (the
“Secretary”) shall have received from any Stockholder a written request that notices intended for such Stockholder are to be transmitted to some address other than the address that appears on the records of the Corporation, notices
intended for such Stockholder shall be transmitted to the address designated in such request. 
  
 (a) Notice of a special meeting of Stockholders may be given by the person or persons calling the meeting, or, upon the written request of
such person or persons, such notice shall be given by the Secretary on behalf of such person or persons. If the person or persons calling a special meeting of Stockholders give notice thereof, such person or persons shall deliver a copy of such
notice to the Secretary. Each request to the Secretary for the giving of notice of a special meeting of Stockholders shall state the purpose or purposes of such meeting. 
  
 (b) Whenever notice is required to be given under any statute or the Amended and Restated Certificate of
Incorporation of the Corporation (the “Certificate of Incorporation”) or these Bylaws to any Stockholder to whom (1) notice of two consecutive annual meetings, and all notice of meetings or of the taking of action by written consent
without a meeting to such person during the period between such two consecutive annual meetings or (2) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve month period, have been
mailed addressed to such person at his address as shown on the records of the Corporation and have been returned because undeliverable, the giving of notice to such person shall not be required. Any action or meeting which shall be taken or held
without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the Corporation a written notice setting forth his then current address, the requirement that notice to
such person shall have the same force and effect as if such notice be given to such person shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any of the other sections
of the General Corporation Law of the State of Delaware (the “General Corporation Law”), the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this Section 2.3(b).

  
 SECTION 2.4. Waiver of Notice. Notice of any annual or special
meeting of Stockholders need not be given to any Stockholder who files a written waiver of notice with the Secretary, signed by the person entitled to notice, whether before or after such meeting. Neither the business to be transacted at, nor the
purpose of, any meeting of Stockholders need be specified in any written waiver of notice thereof. Attendance of a Stockholder at a meeting, in person or by proxy, shall constitute a waiver of notice of such meeting, except when such Stockholder
attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the notice of such meeting was inadequate or improperly given. 
  
 SECTION 2.5. Adjournments. Any Stockholders’ meeting, annual or special,
whether or not a quorum (as defined in Section 2.6 hereinafter) is present, may be adjourned by 

  

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vote of a majority of the shares present, either in person or by proxy. Whenever a meeting of Stockholders, annual or special, is adjourned to another date,
time or place, notice need not be given of the adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder entitled to vote thereat. At the adjourned meeting, any business may be transacted which might have been transacted at the original
meeting. 
  
 SECTION 2.6. Quorum. Except as otherwise provided by
law or the Certificate of Incorporation, the recordholders of a majority of the Shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at all meetings of Stockholders, whether annual
or special. If, however, such quorum shall not be present in person or by proxy at any meeting of Stockholders, the meeting may be adjourned from time to time in accordance with Section 2.5 hereof until a quorum shall be present in person or by
proxy. On all questions, the Stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum, if any
action taken (other than adjournment) is approved by a number of shares which would otherwise constitute a majority of a quorum. 
  
 SECTION 2.7. Voting. Each Stockholder shall be entitled to one vote for each Share held of record by such Stockholder. Except as otherwise provided by law
or the Certificate of Incorporation, when a quorum is present at any meeting of Stockholders, the vote of the recordholders of a majority of the Shares constituting such quorum shall decide any question brought before such meeting. 
  
 SECTION 2.8. Proxies. Each Stockholder entitled to vote at a meeting of
Stockholders may authorize another person or persons to act for such Stockholder by proxy. Such proxy shall be filed with the Secretary before such meeting of Stockholders at such time as the Board may require. No proxy shall be voted or acted upon
more than three years from its date, unless the proxy provides for a longer period. 
  
 ARTICLE III. 
  
 BOARD OF
DIRECTORS 
  
 SECTION 3.1. General Powers. Except as may
otherwise be provided by law or in the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not
by law, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by Stockholders. 
  
 SECTION 3.2. Number and Term of Office. The number of Directors shall be seven or such other number as shall be fixed from time to time by the Board.
Directors need not be Stockholders. Directors shall be elected at the annual meeting of Stockholders. If the Certificate of Incorporation so provides, the Directors of the Corporation shall be divided into classes (“Term of Office
Classes”) based upon the expiration of their terms of office. 

  

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Notwithstanding anything to the contrary contained in this Article III, the manner of election, terms of office and other provisions relating to Directors
serving in any Term of Office Classes shall be as provided in the Certificate of Incorporation. 
  
 SECTION 3.3 Vacancies and Newly Created Directorships. If there occurs any vacancy in the office of a Director due to the death, resignation, retirement,
disqualification or removal from office by the Board or other cause (except for removal from office with cause by the Stockholders), such vacancy shall be filled exclusively by vote of the majority of the Directors (or the sole remaining Director)
then in office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. If there occurs any vacancy in the office of a Director due to removal from office with cause by the Stockholders, such vacancy shall be
filled by vote of a majority of the Stockholders at a meeting called for that purpose or, if not filled by the Stockholders, by vote of a majority of the remaining Board of Directors (or the sole remaining Director) then in office, even if less than
a quorum, regardless of any quorum requirements set out in these Bylaws. 
  
 All newly-created directorships resulting from an increase in the authorized number of Directors shall be filled exclusively by the vote of the majority of the Directors (or the sole remaining Director) then in
office, even if less than a quorum, regardless of any quorum requirements set out in these Bylaws. 
  
 Any vacancies or newly-created directorships filled in accordance with this Section 3.3 at a time when the Certificate of Incorporation provides for Term
of Office Classes shall be allocated among the Term of Office Classes pursuant to Article the Fourth of the Certificate of Incorporation. 
  
 No decrease in the number of authorized Directors constituting the entire Board shall shorten the term of any incumbent Director. 
  
 SECTION 3.4. Resignation. Any Director may resign at any time by giving
written notice to the Board, the Chairman of the Board of the Corporation (the “Chairman”) or the Secretary. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by
the Board, the Chairman or the Secretary, as the case may be. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. 
  
 SECTION 3.5. Removal. Any or all of the Directors may be removed with cause, at any time by vote of the recordholders of a
majority of the Shares then entitled to vote at an election of Directors. 
  
 SECTION 3.6. Meetings. 
  
 (a) Annual Meetings. As soon as practicable after each annual election of Directors by the Stockholders, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such
business by written consent pursuant to Section 3.9 hereof. 
  

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 (b) Other Meetings. Other meetings of the Board shall be held at such times as the
Chairman, the Vice Chairman, the President of the Corporation (the “President”), the Secretary or a majority of the Board shall from time to time determine. 
  
 (c) Notice of Meetings. The Secretary shall give written notice to each Director of each meeting of the
Board, which notice shall state the place, date, time and purpose of such meeting. Notice of each such meeting shall be given to each Director, if by mail, addressed to him at his residence or usual place of business, at least five days before the
day on which such meeting is to be held, or shall be sent to him at such place by telecopy, telegraph, cable, or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such
meeting is to be held. A written waiver of notice, signed by the Director entitled to notice, whether before or after the time of the meeting referred to in such waiver, shall be deemed equivalent to notice. Neither the business to be transacted at,
nor the purpose of any meeting of the Board need be specified in any written waiver of notice thereof. Attendance of a Director at a meeting of the Board shall constitute a waiver of notice of such meeting, except as provided by law. 
  
 (d) Place of Meetings. The Board may hold its meetings at
such place or places within or without the State of Delaware as the Board or the Chairman may from time to time determine, or as shall be designated in the respective notices or waivers of notice of such meetings. 
  
 (e) Quorum and Manner of Acting. A majority of the total
number of Directors then in office shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those Directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law, the Certificate of Incorporation or these Bylaws. In the absence of a quorum for any such meeting, a
majority of the Directors present thereat may adjourn such meeting from time to time until a quorum shall be present. 
  
 (f) Organization. At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following
order of precedence: 
  
 (i) the Chairman, if
any; 
  
 (ii) the Vice Chairman, if any,

  
 (iii) the President; 
  
 (iv) any Director chosen by a majority of the Directors
present. 
  
 The Secretary or, in the case of his absence, any person (who shall
be an Assistant Secretary, if an Assistant Secretary is present) whom the chairman of the meeting shall appoint shall act as secretary of such meeting and keep the minutes thereof. 
  
 SECTION 3.7. Committees of the Board. The Board may, by resolution passed by a majority of the whole Board, designate one or
more committees, each committee to consist 

  

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of one or more Directors. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. Any committee of the Board, to the extent provided in the resolution of the Board designating such committee, shall have and may
exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such
committee shall have such power of authority in reference to amending the Certificate of Incorporation (except that such a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted
by the Board as provided in Section 151 (a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the
conversion into, or the exchange of such shares for, shares of any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law, recommending to the Stockholders the sale, lease or exchange of all or substantially all the Corporation’s property and assets, recommending to the
Stockholders a dissolution of the Corporation or the revocation of a dissolution, or amending these Bylaws; provided further, however, that, unless expressly so provided in the resolution of the Board designating such committee, no such committee
shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law. Each committee of the Board shall keep regular
minutes of its proceedings and report the same to the Board when so requested by the Board. 
  
 SECTION 3.8. Directors’ Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the members of the Board or such committee and such consent is filed with the minutes of the proceedings of the Board or such committee. 

 
 SECTION 3.9. Action by Means of Telephone or Similar Communications
Equipment. Any one or more members of the Board, or of any committee thereof, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. 
  
 SECTION 3.10. Compensation. Directors shall not receive any stated salary for their services as Directors or as members of committees, except as fixed or
determined by resolution of the Board. No such compensation or reimbursement shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. 
  

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 ARTICLE IV. 
  
 OFFICERS 
  
 SECTION 4.1. Officers. The officers of the Corporation shall be the President, the Secretary and a Treasurer and may include a Chairman or two
Co-Chairmen, a Vice Chairman, one or more Vice Presidents (including, one or more Executive and/or Senior Vice Presidents), a Chief Financial Officer, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as the
Board may determine. Any two or more offices may be held by the same person. 
  
 SECTION 4.2. Authority and Duties. All officers shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, by
resolution of the Board. 
  
 SECTION 4.3. Term of Office,
Resignation and Removal. 
  
 (a) Each officer,
except such officers as may be appointed in accordance with the provision of Section 4.4 or Section 4.5, shall be appointed by the Board and shall hold office for such term as may be determined by the Board. Each officer shall hold office until his
successor has been appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security for the faithful performance of his duties. 
  
 (b) Any officer may resign at any time by giving written
notice to the Board, the Chairman, the President or the Secretary. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board, the Chairman, the President or the
Secretary, as the case may be. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. 
  
 (c) All officers and agents appointed by the Board shall be subject to removal, with or without cause, at any time by the Board or by any
officer upon whom such power of removal may be conferred by the Board. 
  
 SECTION 4.4. Subordinate Officers. The Board may empower the President to appoint such other officers as the business of the Corporation may require, each of whom shall hold the office for such period, have such authority and perform such
duties as are provided in these Bylaws or as the Board or President may from time to time determine. 
  
 SECTION 4.5. Vacancies. Any vacancy occurring in any office of the Corporation, for any reason, shall be filled by action of the Board. Unless earlier
removed pursuant to Section 4.3 hereof, any officer appointed by the Board to fill any such vacancy shall serve only until such time as the unexpired term of his predecessor expires unless reappointed by the Board. 
  
 SECTION 4.6. The Chairman or Co-Chairmen. The Chairman, if one shall be
appointed, or Co Chairmen, if they shall be appointed, shall have the power to call special meetings of Stockholders, to call special meetings of the Board and, if present, to preside at all 

  

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meetings of Stockholders and all meetings of the Board. The Chairman or Co-Chairmen shall perform all duties incident to the office of Chairman of the Board
and all such other duties as may from time to time be assigned to him or them by the Board or these Bylaws. 
  
 SECTION 4.7. The Vice Chairman. The Vice Chairman, if one shall be appointed, shall perform such duties as may from time to time be assigned to him by the
Board or the Chairman, and in the absence or disability of the Chairman, shall perform the duties and exercise the powers of the Chairman. 
  
 SECTION 4.8. The President. The President shall have general and active management and control of the business and affairs of the Corporation, subject to
the control of the Board, and shall see that all orders and resolutions of the Board are carried into effect. The President shall perform all duties incident to the office of President and all such other duties as may from time to time be assigned
to him by the Board or these Bylaws. 
  
 SECTION 4.9. Vice
Presidents. Vice Presidents, if any, in order of their seniority or in any other order determined by the Board, shall generally assist the President and perform such other duties as the Board or the President shall prescribe, and in the absence or
disability of the President, shall perform the duties and exercise the powers of the President. 
  
 SECTION 4.10. Chief Financial Officer. The Chief Financial Officer shall perform such duties as are customary for a chief financial officer to perform and
such other duties as the Board or the President shall prescribe. 
  
 SECTION 4.11. The Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of Stockholders and shall record all votes and the minutes of all proceedings in a book to be kept for that
purpose, and shall perform the same duties for any committee of the Board when so requested by such committee. He shall give or cause to be given notice of all meetings of Stockholders and of the Board, shall perform such other duties as may be
prescribed by the Board, the Chairman or the President and shall act under the supervision of the President. He shall keep in safe custody the seal of the Corporation and affix the same to any instrument that requires that the seal be affixed to it
and which shall have been duly authorized for signature in the name of the Corporation and, when so affixed, the seal shall be attested by his signature or by the signature of the Treasurer of the Corporation (the “Treasurer”) or an
Assistant Secretary or Assistant Treasurer of the Corporation. He shall keep in safe custody the certificate books and stockholder records and such other books and records of the Corporation as the Board, the Chairman or the President may direct and
shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman or the President. 
  
 SECTION 4.12. Assistant Secretaries. Assistant Secretaries of the Corporation (“Assistant Secretaries”), if any,
in order of their seniority or in any other order determined by the Board, shall generally assist the Secretary and perform such other duties as the Board or the Secretary shall prescribe, and, in the absence or disability of the Secretary, shall
perform the duties and exercise the powers of the Secretary. 
  

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 SECTION 4.13. The Treasurer. The Treasurer shall have the care and custody of all the funds of the
Corporation and shall deposit such funds in such banks or other depositories as the Board, or any officer or officers, or any officer and agent jointly, duly authorized by the Board, shall, from time to time, direct or approve. He shall disburse the
funds of the Corporation under the direction of the Board and the President. He shall keep a full and accurate account of all moneys received and paid on account of the Corporation and shall render a statement of his accounts whenever the Board, the
Chairman or the President shall so request. He shall perform all other necessary actions and duties in connection with the administration of the financial affairs of the Corporation and shall generally perform all of the duties usually appertaining
to the office of treasurer of a corporation. When required by the Board, he shall give bonds for the faithful discharge of his duties in such sums and with such sureties as the Board shall approve. 
  
 SECTION 4.14. Assistant Treasurers. Assistant Treasurers of the Corporation
(“Assistant Treasurers”), if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Treasurer and perform such other duties as the Board or the Treasurer shall prescribe, and, in the
absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer. 
  
 SECTION 4.15. Compensation. The compensation of the officers of the Corporation shall be fixed by the Board. 
  
 SECTION 4.16. Interested Directors; Quorum. 
  
 (a) No contract or transaction between the Corporation and
one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or Committee thereof which authorizes the contract or transaction, or solely because the
votes of one or more of such directors or officers are counted for such purpose, if: 
  
 (1) The material facts as to that person’s relationship or interest and as to the contract or transaction are disclosed or are known
to the Board or the Committee, and the Board or Committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

  
 (2) The material facts as to that
person’s relationship or interest and as to the contract or transaction are disclosed or are known to the Stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders;
or 
  
 (3) The contract or transaction is fair as
to the Corporation as of the time it is authorized, approved or ratified, by the Board, a Committee thereof, or the shareholders. 
  

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 (b) Common or interested Directors may be counted in determining the presence of a quorum
at a meeting of the Board or of a Committee which authorizes the contract or transaction. 
  
 ARTICLE V. 
  
 SHARES AND
TRANSFERS OF SHARES 
  
 SECTION 5.1. Certificates Evidencing
Shares. Shares shall be evidenced by certificates in such form or forms as shall be approved by the Board. Certificates shall be issued in consecutive order and shall be numbered in the order of their issue, and shall be signed by the Chairman, the
President or any Vice President and by the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer. Any or all of the signatures on a Certificate may be a facsimile. In the event any such officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to hold such office or to be employed by the Corporation before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such
officer had held such office on the date of issue. 
  
 SECTION
5.2. Stock Ledger. A stock ledger in one or more counterparts shall be kept by the Secretary, in which shall be recorded the name and address of each person, firm or corporation owning the Shares evidenced by each certificate evidencing Shares
issued by the Corporation, the number of Shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name
Shares stand on the stock ledger of the Corporation shall be deemed the owner and recordholder thereof for all purposes. 
  
 SECTION 5.3. Transfers of Shares. Registration of transfers of Shares shall be made only in the stock ledger of the Corporation upon request of the
registered holder of such shares, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, and upon the surrender of the certificate or certificates evidencing such Shares properly endorsed or
accompanied by a stock power duly executed, together with such proof of the authenticity of signatures as the Corporation may reasonably require. 
  
 SECTION 5.4. Addresses of Stockholders. Each Stockholder shall designate to the Secretary an address at which notices of meetings and all other corporate
notices may be served or mailed to such Stockholder, and, if any Stockholder shall fail to so designate such an address, corporate notices may be served upon such Stockholder by mail directed to the mailing address, if any, as the same appears in
the stock ledger of the Corporation or at the last known mailing address of such Stockholder. 
  
 SECTION 5.5. Lost, Destroyed and Mutilated Certificates. Each recordholder of Shares shall promptly notify the Corporation of any loss, destruction or mutilation of any certificate or certificates evidencing any Share
or Shares of which he is the recordholder. The Board may, in its discretion, cause the Corporation to issue a new certificate in place of any certificate theretofore issued by it and alleged to have been mutilated, lost, stolen or destroyed, upon
the surrender of the mutilated certificate or, in the case of loss, theft or destruction of the certificate, upon satisfactory proof of such loss, theft or destruction, and the Board may, in its 

  

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discretion, require the recordholder of the Shares evidenced by the lost, stolen or destroyed certificate or his legal representative to give the Corporation
a bond sufficient to indemnify the Corporation against any claim made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. 
  
 SECTION 5.6. Regulations. The Board may make such other rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates evidencing Shares. 
  
 SECTION 5.7. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the Stockholders entitled to notice of
or to vote at any meeting of Stockholders or any adjustment thereof, or to express consent to, or to dissent from, corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of
any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10
days before the date of such meeting, nor more than 60 days prior to any other such action. A determination of the Stockholders entitled to notice of or to vote at a meeting of Stockholders shall apply to any adjournment of such meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting. 
  
 ARTICLE VI. 
  
 SEAL

  
 SECTION 6.1. Seal. The Board may approve and adopt a
corporate seal, which shall be in the form of a circle and shall bear the full name of the Corporation, the year of its incorporation and the words “Corporate Seal Delaware”. 
  
 ARTICLE VII. 
  
 FISCAL YEAR 
  
 SECTION 7.1. Fiscal Year. The fiscal year of the Corporation shall end on the thirty first day of December of each year unless changed by resolution of
the Board. 
  
 ARTICLE VIII. 
  
 VOTING OF SHARES IN OTHER CORPORATIONS 
  
 SECTION 8.1. Voting of Shares in Other Corporations. Shares in other
corporations which are held by the Corporation may be represented and voted by the Chairman, President or a Vice President of the Corporation or by proxy or proxies appointed by one of them. The Board may however, appoint some other person to vote
the shares. 
  

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 ARTICLE IX. 
  
 INDEMNIFICATION AND INSURANCE 
  

SECTION 9.1. Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. 
  
 (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem
proper. 
  
 (c) To the extent that a Director,
officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 9.1 (a) and (b) of these Bylaws, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. 
  
 (d) Any indemnification under Section 9.1 (a) and (b) of these Bylaws (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in 

  

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Section 9.1(a) and (b)of these Bylaws. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of Directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders of the
Corporation. 
  
 (e) Expenses (including
attorneys’ fees) incurred by an officer or Director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such Director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation pursuant to this Article IX. Such expenses
(including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate. 
  

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, other Sections of this Article IX shall not be
deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, by law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such office. 
  
 (g) For purposes of this Article IX, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors, officers, employees or agents so that any person who is or was a Director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position
under the provisions of this Article IX with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. 
  
 (h) For purposes of this Article IX, references to
“other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the
Corporation” shall include any service as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such Director, officer, employee or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not
opposed to the best interests of the Corporation” as referred to in this Article IX. 
  
 (i) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrator of such a person. 
  

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 SECTION 9.2. Insurance for Indemnification. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the
provisions of Section 145 of the General Corporation Law. 
  
 ARTICLE X. 
  
 AMENDMENTS 
  
 SECTION 10.1. Amendments. Unless otherwise provided in the Certificate of
Incorporation, any Bylaw (including these Bylaws) may be adopted, amended or repealed by the vote of the recordholders of 66 2/3% of the outstanding Shares then entitled to vote, voting together as a single class or by vote of the Board or by a written consent of Directors pursuant to Section 3.8 hereof. 
  

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