##### 



Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF KOS PHARMACEUTICALS, INC. ARTICLE I SHAREHOLDERS Section 1.1 ANNUAL MEETINGS. An annual meeting of shareholders shall be held for the election of
Directors at such date, time and place either within or without the State of Florida as may be
designated by the Board of Directors from time to time. To the extent notice has been provided in
accordance with sections
1.4 and 1.12, any other proper business may be transacted at the annual meeting. Section 1.2 SPECIAL MEETINGS. Special meetings of the shareholders of the Corporation for any
purpose or purposes may be called at any time by (i) the Chairman of the Board of Directors, the
President of the Corporation or a majority of the Board of Directors or (ii) upon delivery of one
or more written demands for a meeting describing the purpose or purposes for the meeting and signed
and dated by the holders of not less than 50 percent of all votes entitled to be cast on any issue
proposed to be considered at such special meeting. Special meetings of shareholders of the
Corporation may not be called by any other person or persons. At any special meeting of
shareholders, only such business shall be conducted, and only such proposals shall be acted upon,
as shall be set forth in the notice of such special meeting. Section 1.3 SHAREHOLDER ACTION. Any action required or permitted to be taken at any annual or
special meeting of the shareholders of the Corporation may be taken only upon the vote of
shareholders at a duly convened meeting of shareholders in accordance with the Articles of
Incorporation and these By-Laws, and may not be taken by written consent of shareholders. Section 1.4 NOTICE OF MEETINGS. Whenever shareholders are required or permitted to take any action
at a meeting, a written notice of the meeting shall be given which shall state the place, date and
hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the
meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be
given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each
shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given
when deposited in the United States mail, postage prepaid, directed to




---



##### 



the shareholder at such shareholders addresses as they appear on the records of the Corporation. Section 1.5 ADJOURNMENTS. Any meeting of shareholders, annual or special, may be adjourned from
time to time, to reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for more than thirty (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 of record entitled to vote at the meeting. Section 1.6 QUORUM. At each meeting of shareholders, except where otherwise provided by law or the
Articles of Incorporation or these By-laws, the holders of a majority of the outstanding shares of
stock entitled to vote on a matter at the meeting, present in person or represented by proxy, shall
constitute a quorum. For purposes of the foregoing, where a separate vote by class or classes is
required for any matter, the holders of a majority of the outstanding shares of such class or
classes, present in person or represented by proxy, shall constitute a quorum to take action with
respect to that vote on that matter. Two or more classes or series of stock shall be considered a
single class if the holders thereof are entitled to vote together as a single class at the meeting.
In the absence of a quorum of the holders of any class of stock entitled to vote on a matter, the
holders of such class so present or represented may, by majority vote, adjourn the meeting of such
class from time to time in the manner provided by Section 1.5 of these By-laws until a quorum of
such class shall be so present or represented. Shares of its own capital stock belonging on the
record date for the meeting to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of Directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the Corporation to
vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.7 ORGANIZATION. Meetings of shareholders shall be presided over by the Chairman of the
Board of Directors, if any, or in the absence of the Chairman of the Board of Directors by the Vice
Chairman of the Board of Directors, if any, or in the absence of the Vice Chairman of the Board of
Directors by the President, or in the absence of the President, by a Vice President, or in the
absence of the foregoing persons by a chairman designated by the Board of Directors, or in the
absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence
of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence
of the Secretary and any Assistant Secretary, the chairman of the meeting may appoint any person to
act as secretary of the meeting.




---



##### 



The order of business at each such meeting shall be as determined by the chairman of the meeting.
The chairman of the meeting shall have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts and things as are necessary or desirable for the proper
conduct of the meeting, including, without limitation, the establishment of procedures for the
maintenance of order and safety, limitations on the time allotted to questions or comments on the
affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the
commencement thereof and the opening and closing of the voting polls. Section 1.8 INSPECTORS. Prior to any meeting of stockholders, the Board of Directors or the
President shall appoint one or more inspectors to act at such meeting and make a written report
thereof and may designate one or more persons as alternate inspectors to replace any inspector who
fails to act. If no inspector or alternate is able to act at the meeting of shareholders, the
person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and according to the best of
his or her ability. The inspectors shall ascertain the number of shares outstanding and the voting
power of each, determine the shares represented at the meeting and the validity of proxies and
ballots, count all votes and ballots, determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors and certify their
determination of the number of shares represented at the meeting and their count of all votes and
ballots. The inspectors may appoint or retain other persons to assist them in the performance of
their duties. The time of the opening and closing of the polls for each matter upon which the
shareholders will vote at a meeting shall be announced at the meeting. No ballot, proxy or vote,
nor any revocation thereof or change thereto, shall be accepted by the inspectors after the closing
of the polls. In determining the validity and counting of proxies and ballots, the inspectors shall
be limited to an examination of the proxies, any envelopes submitted therewith, any information
provided by a shareholder who submits a proxy by telegram, cablegram or other electronic
transmission from which it can be determined that the proxy was authorized by the shareholder,
ballots and the regular books and records of the corporation, and they may also consider other
reliable information for the limited purpose of reconciling proxies and ballots submitted by or on
behalf of banks, brokers, their nominees or similar persons which represent more votes than the
holder of a proxy is authorized by the record owner to cast or more votes than the shareholder
holds of record. If the inspectors consider other reliable information for such purpose, they
shall, at the time they make their certification, specify the precise information considered by
them, including the person or persons from whom they obtained the information, when the information
was obtained, the means by which the information was obtained and the basis for the inspectors
belief that




---



##### 



such information is accurate and reliable. Section 1.9 VOTING; PROXIES. Unless otherwise provided in the Articles of Incorporation, each
shareholder entitled to vote at any meeting of shareholders shall be entitled to one vote for each
share of stock held by such shareholder which has voting power upon the matter in question. If the
Articles of Incorporation provides for more or less than one vote for any share on any matter,
every reference in these By-laws to a majority or other proportion of stock shall refer to such
majority or other proportion of the votes of such stock. Each shareholder entitled to vote at a
meeting of shareholders may authorize another person or persons to act for such shareholder by
proxy, but no such proxy shall be voted or acted upon after eleven months from its date, unless the
proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power, regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally. A shareholder may revoke
any proxy which is not irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing a later date with
the Secretary of the Corporation. Voting at meetings of shareholders need not be by written ballot
unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote
thereon present in person or represented by proxy at such meeting shall so determine. Directors
shall be elected by a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of Directors. In all other matters,
unless otherwise provided by law or by the Articles of Incorporation or these Bylaws, the
affirmative vote of the holders of a majority of the shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act of the
shareholders. Where a separate vote by class or classes is required, the affirmative vote of the
holders of a majority of the shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class or classes, except as otherwise provided by law
or by the Articles of Incorporation or these By-laws. Section 1.10 FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD. In order that the Corporation
may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting. If no record date is fixed by the Board of Directors, the record
date for determining shareholders entitled to notice of or to vote at a meeting of shareholders
shall be at the close of business on the day next preceding the day on which notice is given, or,
if notice is waived, at the close of business on the day next preceding the day on which the
meeting is held. A




---



##### 



determination of shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the shareholders 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 of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted, and which record date
shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record
date for determining shareholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto. Section 1.11 LIST OF SHAREHOLDERS ENTITLED TO VOTE. The Secretary shall prepare and make, at least
ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder
and the number of shares registered in the name of each shareholder. Such list shall be open to the
examination of any shareholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof and may be inspected by
any shareholder who is present. Section 1.12 ADVANCE NOTICE OF SHAREHOLDER PROPOSALS. At any annual or special meeting of
shareholders, proposals by shareholders and persons nominated for election as Directors by
shareholders shall be considered only if advance notice thereof has been timely given as provided
herein and such proposals or nominations are otherwise proper for consideration under applicable
law and the Articles of Incorporation and By-laws of the Corporation. Notice of any proposal to be
presented by any shareholder or of the name of any person to be nominated by any shareholder for
election as a Director of the Corporation at any meeting of shareholders shall be delivered to the
Secretary of the Corporation at its principal executive office not less than sixty (60) nor more
than ninety (90) days prior to the date of the meeting; provided, however, that if the date of the
meeting is first publicly announced or disclosed (in a public filing or otherwise) less than
seventy (70) days prior to the date of the meeting, such advance notice shall be given not more
than ten (10) days after such date is first so announced or disclosed. Public notice shall be
deemed to have been given more than seventy (70) days in advance of the annual meeting if the
Corporation shall have previously disclosed, in these




---



##### 



By-laws or otherwise, that the annual meeting in each year is to be held on a determinable date,
unless and until the Board of Directors determines to hold the meeting on a different date. Any
shareholder who gives notice of any such proposal shall deliver therewith the text of the proposal
to be presented and a brief written statement of the reasons why such shareholder favors the
proposal and setting forth such shareholders name and address, the number and class of all shares
of each class of stock of the Corporation beneficially owned by such shareholder and any material
interest of such shareholder in the proposal (other than as a shareholder). Any shareholder
desiring to nominate any person for election as a Director of the Corporation shall deliver with
such notice a statement in writing setting forth the name of the person to be nominated, the number
and class of all shares of each class of stock of the Corporation beneficially owned by such
person, the information regarding such person required by paragraphs (a), (e) and (f) of Item 401
of Regulation S-K adopted by the Securities and Exchange Commission (or the corresponding
provisions of any regulation subsequently adopted by the Securities and Exchange Commission
applicable to the Corporation), such persons signed consent to serve as a Director of the
Corporation if elected, such shareholders name and address and the number and class of all shares
of each class of stock of the Corporation beneficially owned by such shareholder. As used herein,
shares beneficially owned shall mean all shares as to which such person, together with such
persons affiliates and associates (as defined in Rule 12b-2 under the Securities Exchange Act of
1934), may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, as well as all shares as to which such person, together with such persons
affiliates and associates, has the right to become the beneficial owner pursuant to any agreement
or understanding, or upon the exercise of warrants, options or rights to convert or exchange
(whether such rights are exercisable immediately or only after the passage of time or the
occurrence of conditions). The person presiding at the meeting, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall determine whether such
notice has been duly given and shall direct that proposals and nominees not be considered if such
notice has not been given. ARTICLE II BOARD OF DIRECTORS Section 2.1 POWERS; NUMBER; QUALIFICATIONS. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, except as may be otherwise provided by
law or in the Articles of Incorporation. The Board of Directors shall consist of not less than
three (3) or more than fifteen (15) members, the number thereof to be determined from time to time
by the Board of Directors. Directors need not be shareholders. The number of directors may be
increased or decreased from time to time by action of the Board of Directors, but no decrease shall
have the effect of shortening the term of any




---



##### 



incumbent director. Section 2.2 ELECTION; TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES. Any Director may resign at
any time upon written notice to the Board of Directors or to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise
specified therein no acceptance of such resignation shall be necessary to make it effective.
Subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any
Director or the entire Board of Directors may be removed by the shareholders of the Corporation at
any annual or special meeting of shareholders, only for cause in accordance with the provisions of
the Articles of Incorporation, by the affirmative vote of the holders of 60 percent of the shares
then generally entitled to vote at an election of Directors, voting together as a single class.
Unless otherwise provided in the Articles of Incorporation or these By-laws, vacancies and newly
created directorships resulting from any increase in the authorized number of Directors elected by
all of the shareholders having the right to vote as a single class or from any other cause shall be
filled by a majority of the Directors then in office, although less than a quorum, or by the sole
remaining Director. Any Director elected or appointed to fill a vacancy shall hold office until the
next election of Directors and until his or her successor is elected and qualified or until his or
her earlier resignation or removal in accordance with the Articles of Incorporation and these
By-laws. Section 2.3 REGULAR MEETINGS. Regular meetings of the Board of Directors may be held at such places
within or without the State of Florida and at such times as the Board of Directors may from time to
time determine, and if so determined notice thereof need not be given. Section 2.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be held at any time or
place within or without the State of Florida whenever called by the Chairman of the Board of
Directors, if any, by the Vice Chairman of the Board of Directors, if any, by the President or by
any three Directors. Reasonable notice thereof shall be given by the person or persons calling the
meeting. Section 2.5 PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE PERMITTED. Unless otherwise
restricted by the Articles of Incorporation or these By-laws, members of the Board of Directors, or
any committee designated by the Board of Directors, may participate in a meeting of the Board of
Directors or of such committee, as the case may be, 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 pursuant to this By-law shall constitute presence in person
at such meeting. Section 2.6 QUORUM; VOTE REQUIRED FOR ACTION. Subject to the Articles of




---



##### 



Incorporation, at all meetings of the Board of Directors one-third of the entire Board of Directors
shall constitute a quorum for the transaction of business. The vote of a majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board of Directors unless
the Articles of Incorporation or these By-laws shall require a vote of a greater number. In case at
any meeting of the Board of Directors a quorum shall not be present, the members of the Board of
Directors present may adjourn the meeting from time to time until a quorum shall be present. Section 2.7 ORGANIZATION. Meetings of the Board of Directors shall be presided over by the Chairman
of the Board of Directors, if any, or in the absence of the Chairman of the Board of Directors by
the Vice Chairman of the Board of Directors, if any, or in the absence of the Vice Chairman of the
Board of Directors by the President, or in his absence by a chairman chosen at the meeting. The
Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the
meeting, but in the absence of the Secretary and any Assistant Secretary, the chairman of the
meeting may appoint any person to act as secretary of the meeting. Section 2.8 ACTION BY DIRECTORS WITHOUT A MEETING. Unless otherwise restricted by the Articles of
Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof, may be taken without a meeting if all members of
the Board of Directors or of such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board of Directors or
committee. Section 2.9 COMPENSATION OF DIRECTORS. Unless otherwise restricted by the Articles of Incorporation
or these By-laws, the Board of Directors shall have the authority to fix the compensation of
Directors. ARTICLE III COMMITTEES Section 3.1 COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole
Board of Directors, designate one or more committees, each committee to consist of one or more of
the Directors of the Corporation. The Board of Directors may designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, to the extent provided in the resolution of the Board
of Directors or in these By-laws, shall have and may exercise all the powers and authority of the
Board of Directors 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; but no such
committee shall have the power or authority in reference to amending the Articles of Incorporation
(except




---



##### 



that a committee may, to the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board of Directors, 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 or any other series of the same or 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, recommending to the shareholders the sale, lease or exchange of all or substantially
all of the Corporations property and assets, recommending to the shareholders a dissolution of the
Corporation or a revocation of a dissolution or amending these By-laws; and, unless the resolution,
these By-laws or the Articles of Incorporation expressly so provides, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of stock, to adopt a
certificate of ownership and merger or to remove or indemnify Directors. Section 3.2 COMMITTEE RULES. Unless the Board of Directors otherwise provides, each committee
designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its
business. In the absence of a provision by the Board of Directors or a provision in the rules of
such committee to the contrary, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, the vote of a majority of the
members present at a meeting at the time of such vote if a quorum is then present shall be the act
of such committee, and in other respects each committee shall conduct its business in the same
manner as the Board of Directors conducts its business pursuant to Article II of these By-laws. ARTICLE IV OFFICERS Section 4.1 OFFICERS; ELECTION. As soon as practicable after the annual meeting of shareholders in
each year, the Board of Directors shall elect a President, a Chief Executive Officer, and a
Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board of
Directors and a Vice Chairman of the Board of Directors. The Board of Directors may also elect one
or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers and such other positions as the Board
of Directors may deem desirable or appropriate and may give any of them such further designations
or alternate titles as it considers desirable. Any number of positions may be held by the same
person unless the Articles of Incorporation or these By-laws otherwise provide. The Board also authorizes the Chief Executive Officer to fill by appointment such other
positions, which shall not be Officers of the Company, as he or she deems




---



##### 



appropriate from among
the following titles  Assistant Vice President, Regional Vice President, or Division
Vice-President. Section 4.2 TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES. Unless otherwise provided in the
resolution of the Board of Directors electing any officer, each officer shall hold office until his
or her successor is elected and qualified or until his or her earlier resignation or removal. Any
officer may resign at any time upon written notice to the Board of Directors or to the President or
the Secretary of the Corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall be necessary to make
it effective. The Board of Directors may remove any officer with or without cause at any time. Any
such removal shall be without prejudice to the contractual rights of such officer, if any, with the
Corporation, but the election of an officer shall not of itself create contractual rights. Any
vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may
be filled by the Board of Directors at any regular or special meeting or by unanimous written
consent of the Board of Directors. Section 4.3 POWERS AND DUTIES. The officers of the Corporation shall have such powers and duties in
the management of the Corporation as shall be stated in these By-laws or in a resolution of the
Board of Directors which is not inconsistent with these By-laws and, to the extent not so stated,
as generally pertain to their respective offices, subject to the control of the Board of Directors.
The Secretary shall have the duty to record the proceedings of the meetings of the shareholders,
the Board of Directors and any committees in a book to be kept for that purpose. The Board of
Directors may require any officer, agent or employee to give security for the faithful performance
of his or her duties. Section 4.4 EXECUTIVE MANAGEMENT COMMITTEE. The Company shall establish an Executive
Management Committee to develop, consider and execute policies relating to the strategic direction
of the Company from a management perspective, subject to the direction and authority of the
Companys Board of Directors. The members of the Executive Management Committee shall include all
persons holding the position of Chief Executive Officer, Executive Vice President, and Senior Vice
President, and shall include such other persons as may be designated by the Chief Executive Officer
from time to time. The Chief Executive Officer may also invite such other persons to participate
in the meetings of the Executive Management Committee, as he or she deems appropriate. ARTICLE V STOCK Section 5.1 CERTIFICATES. Every holder of stock in the Corporation shall be entitled to have a
certificate signed by or in the name of the Corporation by the




---



##### 



Chairman or Vice Chairman of the
Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, representing
the number of shares of stock in the Corporation owned by such holder. If such certificate is
manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any
other signature on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if such person were such officer, transfer agent
or registrar at the date of issue. If the Corporation is authorized to issue more than one class of stock or more than one series of
any class, the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the face or back of the
certificate which the Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided by law, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the Corporation shall issue to represent such
class or series of stock a statement that the Corporation will furnish without charge to each
shareholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Section 5.2 LOST, STOLEN OR DESTROYED STOCK CERTIFICATES: ISSUANCE OF NEW CERTIFICATES. The
Corporation may issue a new certificate of stock in the place of any certificate theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of
the lost, stolen or destroyed certificate, or such owners legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the issuance of such
new certificate. ARTICLE VI MISCELLANEOUS Section 6.1 FISCAL YEAR. The fiscal year of the Corporation shall be determined by the Board of
Directors. Section 6.2 SEAL. The Corporation may have a corporate seal which shall have the name of the
Corporation inscribed thereon and shall be in such form as may be




---



##### 



approved from time to time by the
Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced. Section 6.3 WAIVER OF NOTICE OF MEETINGS OF SHAREHOLDERS, DIRECTORS AND COMMITTEES. Whenever notice
is required to be given by law or under any provision of the Articles of Incorporation or these
By-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the transaction of any
business 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 shareholders, Directors or
members of a committee of Directors need be specified in any written waiver of notice unless so
required by the Articles of Incorporation or these By-laws. Section 6.4 INDEMNIFICATION. The Corporation shall indemnify to the full extent permitted by the
Articles of Incorporation. Section 6.5 INTERESTED DIRECTORS; QUORUM. 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 of Directors or committee thereof which authorizes the contract or transaction, or solely
because his or her or their votes are counted for such purpose, if: (1) the material facts as to
his or her relationship or interest and as to the contract or transaction are disclosed or are
known to the Board of Directors or the committee, and the Board of Directors 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 his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the shareholders 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 of Directors, a committee thereof or the shareholders. Common or interested Directors
may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of
a committee which authorizes the contract or transaction. Section 6.6 FORM OF RECORDS. Any records maintained by the Corporation in the regular course of its
business, including its stock ledger, books of account and




---



##### 



minute books, may be kept on, or be in
the form of, punch cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly legible form within
a reasonable time. The Corporation shall so convert any records so kept upon the request of any
person entitled to inspect the same. Section 6.7 AMENDMENT OF BY-LAWS. The Board of Directors is expressly authorized to amend, repeal
or adopt any By-law of and for the Corporation. The holders of voting stock shall to the extent
such power is at the time conferred on them by applicable law, also have the power, by the
affirmative vote of the holders of at least 60% of the outstanding shares of capital stock of the
Corporation then entitled to vote generally in the election of directors, voting together as a
single class, to make, alter, amend or repeal any By-law of and for the Corporation.