**Exhibit 3.2**

 

**BY-LAWS**

 

**OF**

 

**NES RENTALS HOLDINGS, INC.**A Delawarecorporation

 

*(Adopted as of February 10, 2004)*

 

# ARTICLE I

# OFFICES

 

## Section 1.                    RegisteredOffice.  The registered office of thecorporation in the State of Delaware shall be located at 1209 Orange Street, inthe City of Wilmington, County of New Castle. The name of the corporation’s registeredagent at such address shall be The Corporation Trust Company.  The registered office and/or registeredagent of the corporation may be changed from time to time by action of theboard of directors.

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## Section 2.                    Other Offices.  The corporation may also have offices atsuch other places, both within and without the State of Delaware, as the boardof directors may from time to time determine or the business of the corporationmay require.

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# ARTICLE II

# MEETINGS OF STOCKHOLDERS

 

## Section 1.                    Place and Timeof Meetings.  An annualmeeting of the stockholders shall be held each year within one hundred twenty(120) days after the close of the immediately preceding fiscal year of thecorporation for the purpose of electing directors and conducting such otherproper business as may come before the meeting.  The date, time and place of the annual meeting shall bedetermined by the president of the corporation; provided, that if the presidentdoes not act, the board of directors shall determine the date, time and placeof such meeting.

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## Section 2.                    SpecialMeetings.  Specialmeetings of stockholders may be called for any purpose and may be held at suchtime and place, within or without the State of Delaware, as shall be stated ina notice of meeting or in a duly executed waiver of notice thereof.  Such meetings may be called at any time bythe board of directors or the president and shall be called by the presidentupon the written request of holders of shares entitled to cast not less than amajority of the votes at the meeting, such written request shall state thepurpose or purposes of the meeting and shall be delivered to the president.

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## Section 3.                    Place ofMeetings.  The boardof directors may designate any place, either within or without the State ofDelaware, as the place of meeting for any annual meeting or for any specialmeeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called,the place of meeting shall be the principal executive office of thecorporation.

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## Section 4.                    Notice.  Whenever stockholders are required orpermitted to take action at a meeting, written or printed notice stating theplace, date, time, and, in the case of special meetings, the purpose orpurposes, of such meeting, shall be given to each stockholder entitled to voteat such meeting not less than ten (10) nor more than sixty (60) days before thedate of the meeting.  All such noticesshall be delivered, either personally or by mail, by or at the direction of theboard of directors, the president or the secretary, and if mailed, such noticeshall be deemed to be delivered when deposited in the United States mail,postage prepaid, addressed to the stockholder at his, her or its address as thesame appears on the records of the corporation.  Attendance of a person at a meeting shall constitute a waiver ofnotice of such meeting, except when the person attends for the express purposeof objecting at the beginning of the meeting to the transaction of any businessbecause the meeting is not lawfully called or convened.

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## Section 5.                    StockholdersList.  The officer having charge ofthe stock ledger of the corporation shall make, at least ten (10) days beforeevery meeting of the stockholders, a complete list of the stockholders entitledto vote at such meeting arranged in alphabetical order, showing the address ofeach stockholder and the number of shares registered in the name of eachstockholder.  Such list shall be open tothe examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten (10) days prior tothe 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 sospecified, at the place where the meeting is to be held. The list shall also beproduced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present.

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## Section 6.                    Quorum.  The holders of a majority of the outstandingshares of capital stock, present in person or represented by proxy, shallconstitute a quorum at all meetings of the stockholders, except as otherwiseprovided by statute or by the certificate of incorporation.  If a quorum is not present, the holders of amajority of the shares present in person or represented by proxy at themeeting, and entitled to vote at the meeting, may adjourn the meeting to anothertime and/or place.

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## Section 7.                    AdjournedMeetings.  When ameeting is adjourned to another time and place, notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken.  At theadjourned meeting the corporation may transact any business which might havebeen transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after theadjournment a new record date is fixed for the adjourned meeting, a notice ofthe adjourned meeting shall be given to each stockholder of record entitled tovote at the meeting.

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## Section 8.                    Vote Required.  When a quorum is present, the affirmativevote of the majority of shares present in person or represented by proxy at themeeting and entitled to vote on the subject matter shall be the act of thestockholders, unless the question is one upon which by express provisions of anapplicable law or of the certificate of incorporation a different vote isrequired, in which case such express provision shall govern and control thedecision of such question.

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## Section 9.                    Voting Rights.  Except as otherwise provided by the GeneralCorporation Law of the State of Delaware or by the certificate of incorporationof the corporation or any

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## amendmentsthereto and subject to Section 3 of Article VI hereof, everystockholder shall at every meeting of the stockholders be entitled to one (1)vote in person or by proxy for each share of common stock held by suchstockholder.

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## Section 10.              Proxies.  Each stockholder entitled to vote at ameeting of stockholders or to express consent or dissent to corporate action inwriting without a meeting may authorize another person or persons to act forhim or her by proxy, but no such proxy shall be voted or acted upon after three(3) years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocableif it states that it is irrevocable and if, and only as long as, it is coupledwith an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardlessof whether the interest with which it is coupled is an interest in the stockitself or an interest in the corporation generally.  Any proxy is suspended when the person executing the proxy ispresent at a meeting of stockholders and elects to vote, except that when suchproxy is coupled with an interest and the fact of the interest appears on theface of the proxy, the agent named in the proxy shall have all voting and otherrights referred to in the proxy, notwithstanding the presence of the personexecuting the proxy.  At each meeting ofthe stockholders, and before any voting commences, all proxies filed at orbefore the meeting shall be submitted to and examined by the secretary or aperson designated by the secretary, and no shares may be represented or votedunder a proxy that has been found to be invalid or irregular.

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## Section 11.              Action byWritten Consent.  Unlessotherwise provided in the certificate of incorporation, any action required tobe taken at any annual or special meeting of stockholders of the corporation,or any action which may be taken at any annual or special meeting of suchstockholders, may be taken without a meeting, without prior notice and withouta vote, if a consent or consents in writing, setting forth the action so takenand bearing the dates of signature of the stockholders who signed the consentor consents, shall be signed by the holders of outstanding stock having notless than the minimum number of votes that would be necessary to authorize ortake such action at a meeting at which all shares entitled to vote thereon werepresent and voted and shall be delivered to the corporation by delivery to itsregistered office in the state of Delaware, or the corporation’s principalplace of business, or an officer or agent of the corporation having custody ofthe book or books in which proceedings of meetings of the stockholders arerecorded.  Delivery made to thecorporation’s registered office shall be by hand or by certified or registeredmail, return receipt requested provided, however, that no consent or consentsdelivered by certified or registered mail shall be deemed delivered until such consentor consents are actually received at the registered office.  All consents properly delivered inaccordance with this section shall be deemed to be recorded when sodelivered.  No written consent shall beeffective to take the corporate action referred to therein unless, within sixty(60) days of the earliest dated consent delivered to the corporation asrequired by this section, written consents signed by the holders of asufficient number of shares to take such corporate action are so recorded.  Prompt notice of the taking of the corporateaction without a meeting by less than unanimous written consent shall be givento those stockholders who have not consented in writing.  Any action taken pursuant to such writtenconsent or consents of the stockholders shall have the same force and effect asif taken by the stockholders at a meeting thereof.

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# ARTICLE III

# DIRECTORS

 

## Section 1.                    General Powers.  The business and affairs of the corporationshall be managed by or under the direction of the board of directors.

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## Section 2.                    Number,Election and Term of Office.  The number of directors which shall constitute the first boardshall be two (2).  Thereafter, thenumber of directors shall be established from time to time by resolution of theboard.  The directors shall be electedby a plurality of the votes of the shares present in person or represented byproxy at the meeting and entitled to vote in the election of directors.  The directors shall be elected in thismanner at the annual meeting of the stockholders, except as provided inSection 4 of this Article III. Each director elected shall hold office until a successor is dulyelected and qualified or until his or her earlier death, resignation or removalas hereinafter provided.

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## Section 3.                    Removal andResignation.  Anydirector or the entire board of directors may be removed at any time, with orwithout cause, by the holders of a majority of the shares then entitled to voteat an election of directors.  Wheneverthe holders of any class or series are entitled to elect one or more directorsby the provisions of the corporation’s certificate of incorporation, theprovisions of this section shall apply, in respect to the removal withoutcause of a director or directors so elected, to the vote of the holders of theoutstanding shares of that class or series and not to the vote of theoutstanding shares as a whole.  Anydirector may resign at any time upon written notice to the corporation.

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## Section 4.                    Vacancies.  Vacancies and newly created directorshipsresulting from any increase in the authorized number of directors may be filledby a majority of the directors then in office, though less than a quorum, or bya sole remaining director.  Eachdirector so chosen shall hold office until a successor is duly elected andqualified or until his or her earlier death, resignation or removal as hereinprovided.

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## Section 5.                    Annual Meetings.  The annual meeting of each newly electedboard of directors shall be held without other notice than this by-lawimmediately after, and at the same place as, the annual meeting ofstockholders.

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## Section 6.                    Other Meetingsand Notice.  Regularmeetings, other than the annual meeting, of the board of directors may be heldwithout notice at such time and at such place as shall from time to time bedetermined by resolution of the board. Special meetings of the board of directors may be called by or at therequest of the president on at least two (2) hours notice to each director,either personally, by telephone, by mail, or by telegraph.

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## Section 7.                    Quorum,Required Vote and Adjournment.  A majority of the total number of directors shall constitute aquorum for the transaction of business. The vote of a majority of directors present at a meeting at which aquorum is present shall be the act of the board of directors.  If a quorum shall not be present at anymeeting of the board of directors, the directors present thereat may adjournthe meeting from time to time, without notice other than announcement at themeeting, until a quorum shall be present.

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## Section 8.                    Committees.  The board of directors may, by resolutionpassed by a majority of the whole board, designate one or more committees, eachcommittee to consist of one or more of the directors of the corporation, whichto the extent provided in such resolution or these by-laws shall have and mayexercise the powers of the board of directors in the management and affairs ofthe corporation except as otherwise limited by law.  The board of directors may designate one or more directors asalternate members of any committee, who may replace any absent or disqualifiedmember at any meeting of the committee. Such committee or committees shall have such name or names as may bedetermined from time to time by resolution adopted by the board ofdirectors.  Each committee shall keepregular minutes of its meetings and report the same to the board of directorswhen required.

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## Section 9.                    Committee Rules.  Each committee of the board of directors mayfix its own rules of procedure and shall hold its meetings as provided by suchrules, except as may otherwise be provided by a resolution of the board ofdirectors designating such committee. Unless otherwise provided in such a resolution, the presence of at leasta majority of the members of the committee shall be necessary to constitute aquorum.  In the event that a member andthat member’s alternate, if alternates are designated by the board of directorsas provided in Section 8 of this Article III, of such committee is orare absent or disqualified, the member or members thereof present at anymeeting and not disqualified from voting, whether or not such member or membersconstitute a quorum, may unanimously appoint another member of the board ofdirectors to act at the meeting in place of any such absent or disqualifiedmember.

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## Section 10.              CommunicationsEquipment.  Members ofthe board of directors or any committee thereof may participate in and act atany meeting of such board or committee through the use of a conferencetelephone or other communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in themeeting pursuant to this section shall constitute presence in person atthe meeting.

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## Section 11.              Waiver ofNotice and Presumption of Assent.  Any member of the board of directors or any committee thereof whois present at a meeting shall be conclusively presumed to have waived notice ofsuch meeting except when such member attends for the express purpose ofobjecting at the beginning of the meeting to the transaction of any businessbecause the meeting is not lawfully called or convened.  Such member shall be conclusively presumedto have assented to any action taken unless his or her dissent shall be enteredin the minutes of the meeting or unless his or her written dissent to suchaction shall be filed with the person acting as the secretary of the meetingbefore the adjournment thereof or shall be forwarded by registered mail to thesecretary of the corporation immediately after the adjournment of themeeting.  Such right to dissent shallnot apply to any member who voted in favor of such action.

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## Section 12.              Action byWritten Consent.  Unlessotherwise restricted by the certificate of incorporation, any action requiredor permitted to be taken at any meeting of the board of directors, 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, and the writingor writings are filed with the minutes of proceedings of the board orcommittee.

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# ARTICLE IV

# OFFICERS

 

## Section 1.                    Number.  The officers of the corporation shall beelected by the board of directors and shall consist of a president, one or morevice-presidents, secretary, a treasurer, and such other officers and assistantofficers as may be deemed necessary or desirable by the board of directors.  Any number of offices may be held by thesame person.  In its discretion, theboard of directors may choose not to fill any office for any period as it maydeem advisable, except that the offices of president and secretary shall befilled as expeditiously as possible.

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## Section 2.                    Election andTerm of Office.  Theofficers of the corporation shall be elected annually by the board of directorsat its first meeting held after each annual meeting of stockholders or as soonthereafter as conveniently may be.  Thepresident shall be elected annually by the board of directors at the firstmeeting of the board of directors held after each annual meeting ofstockholders or as soon thereafter as conveniently may be.  The president shall appoint other officersto serve for such terms as he or she deems desirable.  Vacancies may be filled or new offices created and filled at anymeeting of the board of directors.  Eachofficer shall hold office until a successor is duly elected and qualified oruntil his or her earlier death, resignation or removal as hereinafter provided.

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## Section 3.                    Removal.  Any officer or agent elected by the board ofdirectors may be removed by the board of directors whenever in its judgment thebest interests of the corporation would be served thereby, but such removalshall be without prejudice to the contract rights, if any, of the person soremoved.

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## Section 4.                    Vacancies.  Any vacancy occurring in any office becauseof death, resignation, removal, disqualification or otherwise, may be filled bythe board of directors for the unexpired portion of the term by the board ofdirectors then in office.

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## Section 5.                    Compensation.  Compensation of all officers shall be fixedby the board of directors, and no officer shall be prevented from receivingsuch compensation by virtue of his or her also being a director of thecorporation.

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## Section 6.                    The President.  The president shall be the chief executiveofficer of the corporation; shall preside at all meetings of the stockholdersand board of directors at which he is present; subject to the powers of theboard of directors, shall have general charge of the business, affairs andproperty of the corporation, and control over its officers, agents andemployees; and shall see that all orders and resolutions of the board ofdirectors are carried into effect.  Thepresident shall execute bonds, mortgages and other contracts requiring a seal,under the seal of the corporation, except where required or permitted by law tobe otherwise signed and executed and except where the signing and executionthereof shall be expressly delegated by the board of directors to some otherofficer or agent of the corporation. The president shall have such other powers and perform such other dutiesas may be prescribed by the board of directors or as may be provided in theseby-laws.

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## Section 7.                    Vice-presidents.  The vice-president, or if there shall bemore than one, the vice-presidents in the order determined by the board ofdirectors or by the president, shall, in the

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## absenceor disability of the president, act with all of the powers and be subject toall the restrictions of the president. The vice-presidents shall also perform such other duties and have suchother powers as the board of directors, the president or these by-laws may,from time to time, prescribe.

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## Section 8.                    The Secretaryand Assistant Secretaries.  Thesecretary shall attend all meetings of the board of directors, all meetings ofthe committees thereof and all meetings of the stockholders and record all theproceedings of the meetings in a book or books to be kept for thatpurpose.  Under the president’ssupervision, the secretary shall give, or cause to be given, all noticesrequired to be given by these by-laws or by law; shall have such powers andperform such duties as the board of directors, the president or these by-lawsmay, from time to time, prescribe; and shall have custody of the corporate sealof the corporation.  The secretary, oran assistant secretary, shall have authority to affix the corporate seal to anyinstrument requiring it and when so affixed, it may be attested by hissignature or by the signature of such assistant secretary.  The board of directors may give generalauthority to any other officer to affix the seal of the corporation and toattest the affixing by his signature. The assistant secretary, or if there be more than one, the assistantsecretaries in the order determined by the board of directors, shall, in theabsence or disability of the secretary, perform the duties and exercise thepowers of the secretary and shall perform such other duties and have such otherpowers as the board of directors, the president, or secretary may, from time totime, prescribe.

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## Section 9.                    The Treasurerand Assistant Treasurer.  Thetreasurer shall have the custody of the corporate funds and securities; shallkeep full and accurate accounts of receipts and disbursements in booksbelonging to the corporation; shall deposit all monies and other valuableeffects in the name and to the credit of the corporation as may be ordered bythe board of directors; shall cause the funds of the corporation to bedisbursed when such disbursements have been duly authorized, taking propervouchers for such disbursements; and shall render to the president and theboard of directors, at its regular meeting or when the board of directors sorequires, an account of the corporation; shall have such powers and performsuch duties as the board of directors, the president or these by-laws may, fromtime to time, prescribe.  If required bythe board of directors, the treasurer shall give the corporation a bond (whichshall be rendered every six (6) years) in such sums and with such surety orsureties as shall be satisfactory to the board of directors for the faithfulperformance of the duties of the office of treasurer and for the restoration tothe corporation, in case of death, resignation, retirement, or removal fromoffice, of all books, papers, vouchers, money, and other property of whateverkind in the possession or under the control of the treasurer belonging to thecorporation.  The assistant treasurer,or if there shall be more than one, the assistant treasurers in the orderdetermined by the board of directors, shall in the absence or disability of thetreasurer, perform the duties and exercise the powers of the treasurer.  The assistant treasurers shall perform suchother duties and have such other powers as the board of directors, thepresident or treasurer may, from time to time, prescribe.

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## Section 10.              Other Officers,Assistant Officers and Agents.  Officers, assistant officers and agents, if any, other than thosewhose duties are provided for in these by-laws, shall have such authority andperform such duties as may from time to time be prescribed by resolution of theboard of directors.

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## Section 11.              Absence orDisability of Officers.  Inthe case of the absence or disability of any officer of the corporation and ofany person hereby authorized to act in such officer’s place during suchofficer’s absence or disability, the board of directors may by resolutiondelegate the powers and duties of such officer to any other officer or to anydirector, or to any other person whom it may select.

 

# ARTICLE V

# INDEMNIFICATION OF OFFICERS,DIRECTORS AND OTHERS

 

## Section 1.                    Nature ofIndemnity.  Eachperson who was or is made a party or is threatened to be made a party to or isinvolved in any action, suit or proceeding, whether civil, criminal, administrativeor investigative (hereinafter a “proceeding”), by reason of the fact that he,or a person of whom he is the legal representative, is or was a director orofficer, of the corporation or is or was serving at the request of thecorporation as a director, officer, employee, fiduciary, or agent of anothercorporation or of a partnership, joint venture, trust or other enterprise,shall be indemnified and held harmless by the corporation to the fullest extentwhich it is empowered to do so unless prohibited from doing so by the GeneralCorporation Law of the State of Delaware, as the same exists or may hereafterbe amended (but, in the case of any such amendment, only to the extent thatsuch amendment permits the corporation to provide broader indemnificationrights than said law permitted the corporation to provide prior to suchamendment) against all expense, liability and loss (including attorneys’ feesactually and reasonably incurred by such person in connection with suchproceeding) and such indemnification shall inure to the benefit of his heirs,executors and administrators; provided, however, that, except as provided inSection 2 hereof, the corporation shall indemnify any such person seekingindemnification in connection with a proceeding initiated by such person onlyif such proceeding was authorized by the board of directors of thecorporation.  The right toindemnification conferred in this Article V shall be a contract right and,subject to Sections 2 and 5 hereof, shall include the right to be paid by thecorporation the expenses incurred in defending any such proceeding in advanceof its final disposition.  Thecorporation may, by action of its board of directors, provide indemnificationto employees and agents of the corporation with the same scope and effect asthe foregoing indemnification of directors and officers.

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## Section 2.                    Procedure forIndemnification of Directors and Officers.  Any indemnification of a director or officer of the corporationunder Section 1 of this Article V or advance of expenses underSection 5 of this Article V shall be made promptly, and in any eventwithin thirty (30) days, upon the written request of the director orofficer.  If a determination by thecorporation that the director or officer is entitled to indemnificationpursuant to this Article V is required, and the corporation fails torespond within sixty (60) days to a written request for indemnity, thecorporation shall be deemed to have approved the request.  If the corporation denies a written requestfor indemnification or advancing of expenses, in whole or in part, or ifpayment in full pursuant to such request is not made within thirty (30) days,the right to indemnification or advances as granted by this Article Vshall be enforceable by the director or officer in any court of competentjurisdiction.  Such person’s costs andexpenses incurred in connection with successfully establishing his right toindemnification, in whole or in part, in any such action shall also beindemnified by the corporation.  Itshall be a defense to any such action (other than an action brought to enforcea claim for expenses incurred in defending any proceeding in advance of itsfinal disposition where the required undertaking, if any, has been

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## tenderedto the corporation) that the claimant has not met the standards of conductwhich make it permissible under the General Corporation Law of the State ofDelaware for the corporation to indemnify the claimant for the amount claimed,but the burden of such defense shall be on the corporation.  Neither the failure of the corporation(including its board of directors, independent legal counsel, or itsstockholders) to have made a determination prior to the commencement of suchaction that indemnification of the claimant is proper in the circumstancesbecause he has met the applicable standard of conduct set forth in the GeneralCorporation Law of the State of Delaware, nor an actual determination by thecorporation (including its board of directors, independent legal counsel, orits stockholders) that the claimant has not met such applicable standard ofconduct, shall be a defense to the action or create a presumption that theclaimant has not met the applicable standard of conduct.

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## Section 3.                    Article NotExclusive.  The rightsto indemnification and the payment of expenses incurred in defending aproceeding in advance of its final disposition conferred in this Article Vshall not be exclusive of any other right which any person may have orhereafter acquire under any statute, provision of the certificate ofincorporation, by-law, agreement, vote of stockholders or disinteresteddirectors or otherwise.

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## Section 4.                    Insurance.  The corporation may purchase and maintaininsurance on its own behalf and on behalf of any person who is or was adirector, officer, employee, fiduciary, or agent of the corporation or wasserving at the request of the corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or otherenterprise against any liability asserted against him or her and incurred byhim or her in any such capacity, whether or not the corporation would have thepower to indemnify such person against such liability under this Article V.

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## Section 5.                    Expenses.  Expenses incurred by any person described inSection 1 of this Article V in defending a proceeding shall be paidby the corporation in advance of such proceeding’s final disposition unlessotherwise determined by the board of directors in the specific case uponreceipt of an undertaking by or on behalf of the director or officer to repaysuch amount if it shall ultimately be determined that he or she is not entitledto be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid uponsuch terms and conditions, if any, as the board of directors deems appropriate.

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## Section 6.                    Employees andAgents.  Persons who are not coveredby the foregoing provisions of this Article V and who are or were employeesor agents of the corporation, or who are or were serving at the request of thecorporation as employees or agents of another corporation, partnership, jointventure, trust or other enterprise, may be indemnified to the extent authorizedat any time or from time to time by the board of directors.

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## Section 7.                    Contract Rights.  The provisions of this Article V shallbe deemed to be a contract right between the corporation and each director orofficer who serves in any such capacity at any time while this Article Vand the relevant provisions of the General Corporation Law of the State ofDelaware or other applicable law are in effect, and any repeal or modificationof this Article V or any such law shall not affect any rights orobligations then existing with respect to any state of facts or proceeding thenexisting.

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## Section 8.                    Merger orConsolidation.  Forpurposes of this Article V, 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 ormerger which, if its separate existence had continued, would have had power andauthority to indemnify its directors, officers, and employees or agents, sothat any person who is or was a director, officer, employee or agent of suchconstituent corporation, or is or was serving at the request of suchconstituent corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, shall standin the same position under this Article V with respect to the resulting orsurviving corporation as he or she would have with respect to such constituentcorporation if its separate existence had continued.

 

# ARTICLE VI

# CERTIFICATES OF STOCK

 

## Section 1.                    Form.  Every holder of stock in the corporationshall be entitled to have a certificate, signed by, or in the name of thecorporation by the president or a vice-president and the secretary or anassistant secretary of the corporation, certifying the number of shares of aspecific class or series owned by such holder in the corporation.  If such a certificate is countersigned (1)by a transfer agent or an assistant transfer agent other than the corporationor its employee or (2) by a registrar, other than the corporation or itsemployee, the signature of any such president, vice-president, secretary, orassistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimilesignature or signatures have been used on, any such certificate or certificatesshall cease to be such officer or officers of the corporation whether becauseof death, resignation or otherwise before such certificate or certificates havebeen delivered by the corporation, such certificate or certificates maynevertheless be issued and delivered as though the person or persons who signedsuch certificate or certificates or whose facsimile signature or signatureshave been used thereon had not ceased to be such officer or officers of thecorporation.  All certificates forshares shall be consecutively numbered or otherwise identified.  The name of the person to whom the sharesrepresented thereby are issued, with the number of shares and date of issue,shall be entered on the books of the corporation.  Shares of stock of the corporation shall only be transferred onthe books of the corporation by the holder of record thereof or by suchholder’s attorney duly authorized in writing, upon surrender to the corporationof the certificate or certificates for such shares endorsed by the appropriateperson or persons, with such evidence of the authenticity of such endorsement,transfer, authorization, and other matters as the corporation may reasonably require,and accompanied by all necessary stock transfer stamps.  In that event, it shall be the duty of thecorporation to issue a new certificate to the person entitled thereto, cancelthe old certificate or certificates, and record the transaction on itsbooks.  The board of directors mayappoint a bank or trust company organized under the laws of the United Statesor any state thereof to act as its transfer agent or registrar, or both inconnection with the transfer of any class or series of securities of thecorporation.

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## Section 2.                    LostCertificates.  The boardof directors may direct a new certificate or certificates to be issued in placeof any certificate or certificates previously issued by the corporation allegedto have been lost, stolen, or destroyed, upon the making of an affidavit ofthat fact by the person claiming the certificate of stock to be lost, stolen,or destroyed.  When authorizing suchissue of a new certificate or certificates, the board of directors may, in its

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## discretionand as a condition precedent to the issuance thereof, require the owner of suchlost, stolen, or destroyed certificate or certificates, or his or her legalrepresentative, to give the corporation a bond sufficient to indemnify thecorporation against any claim that may be made against the corporation onaccount of the loss, theft or destruction of any such certificate or theissuance of such new certificate.

 

## Section 3.                    Fixing a RecordDate for Stockholder Meetings.  In order that the corporation may determine the stockholdersentitled to notice of or to vote at any meeting of stockholders or anyadjournment thereof, the board of directors may fix a record date, which recorddate shall not precede the date upon which the resolution fixing the recorddate is adopted by the board of directors, and which record date shall not bemore than sixty (60) nor less than ten (10) days before the date of suchmeeting.  If no record date is fixed bythe board of directors, the record date for determining stockholders entitledto notice of or to vote at a meeting of stockholders shall be the close ofbusiness on the next day preceding the day on which notice is given, or ifnotice is waived, at the close of business on the day next preceding the day onwhich the meeting is held.  Adetermination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the board of directors may fix a new record date forthe adjourned meeting.

 

## Section 4.                    Fixing a RecordDate for Action by Written Consent.  In order that the corporation may determine the stockholdersentitled to consent to corporate action in writing without a meeting, the boardof directors may fix a record date, which record date shall not precede thedate upon which the resolution fixing the record date is adopted by the boardof directors, and which date shall not be more than ten (10) days after thedate upon which the resolution fixing the record date is adopted by the boardof directors.  If no record date hasbeen fixed by the board of directors, the record date for determiningstockholders entitled to consent to corporate action in writing without ameeting, when no prior action by the board of directors is required by statute,shall be the first date on which a signed written consent setting forth theaction taken or proposed to be taken is delivered to the corporation bydelivery to its registered office in the State of Delaware, its principal placeof business, or an officer or agent of the corporation having custody of thebook in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registeredoffice shall be by hand or by certified or registered mail, return receiptrequested.  If no record date has beenfixed by the board of directors and prior action by the board of directors isrequired by statute, the record date for determining stockholders entitled toconsent to corporate action in writing without a meeting shall be at the closeof business on the day on which the board of directors adopts the resolutiontaking such prior action.

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## Section 5.                    Fixing a RecordDate for Other Purposes.  Inorder that the corporation may determine the stockholders entitled to receivepayment of any dividend or other distribution or allotment or any rights or thestockholders entitled to exercise any rights in respect of any change,conversion or exchange of stock, or for the purposes of any other lawfulaction, the board of directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date isadopted, and which record date shall be not more than sixty (60) days prior tosuch action.  If no record date isfixed, the record date for determining stockholders for any such purpose shallbe at the close of business on the day on which the board of directors adoptsthe resolution relating thereto.

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## Section 6.                    RegisteredStockholders.  Prior tothe surrender to the corporation of the certificate or certificates for a shareor shares of stock with a request to record the transfer of such share orshares, the corporation may treat the registered owner as the person entitledto receive dividends, to vote, to receive notifications, and otherwise toexercise all the rights and powers of an owner.  The corporation shall not be bound to recognize any equitable orother claim to or interest in such share or shares on the part of any otherperson, whether or not it shall have express or other notice thereof.

 

## Section 7.                    Subscriptionsfor Stock.  Unlessotherwise provided for in the subscription agreement, subscriptions for sharesshall be paid in full at such time, or in such installments and at such times,as shall be determined by the board of directors.  Any call made by the board of directors for payment onsubscriptions shall be uniform as to all shares of the same class or as to allshares of the same series.  In case ofdefault in the payment of any installment or call when such payment is due, thecorporation may proceed to collect the amount due in the same manner as anydebt due the corporation.

 

# ARTICLE VII

# GENERAL PROVISIONS

 

## Section 1.                    Dividends.  Dividends upon the capital stock of thecorporation, subject to the provisions of the certificate of incorporation, ifany, may be declared by the board of directors at any regular or specialmeeting, pursuant to law.  Dividends maybe paid in cash, in property, or in shares of the capital stock, subject to theprovisions of the  certificate ofincorporation.  Before payment of anydividend, there may be set aside out of any funds of the corporation availablefor dividends such sum or sums as the directors from time to time, in theirabsolute discretion, think proper as a reserve or reserves to meetcontingencies, or for equalizing dividends, or for repairing or maintaining anyproperty of the corporation, or any other purpose and the directors may modifyor abolish any such reserve in the manner in which it was created.

 

## Section 2.                    Checks, Draftsor Orders.  Allchecks, drafts, or other orders for the payment of money by or to thecorporation and all notes and other evidences of indebtedness issued in the nameof the corporation shall be signed by such officer or officers, agent or agentsof the corporation, and in such manner, as shall be determined by resolution ofthe board of directors or a duly authorized committee thereof.

 

## Section 3.                    Contracts.  The board of directors may authorize anyofficer or officers, or any agent or agents, of the corporation to enter intoany contract or to execute and deliver any instrument in the name of and onbehalf of the corporation, and such authority may be general or confined tospecific instances.

 

## Section 4.                    Loans.  The corporation may lend money to, orguarantee any obligation of, or otherwise assist any officer or other employeeof the corporation or of its subsidiary, including any officer or employee whois a director of the corporation or its subsidiary, whenever, in the judgmentof the directors, such loan, guaranty or assistance may reasonably be expectedto benefit the corporation.  The loan,guaranty or other assistance may be with or without interest, and may beunsecured, or secured in such manner as the board of directors shall approve,including, without limitation, a pledge of shares of stock of thecorporation.  Nothing in

 

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## thissection contained shall be deemed to deny, limit or restrict the powers ofguaranty or warranty of the corporation at common law or under any statute.

 

## Section 5.                    Fiscal Year.  The fiscal year of the corporation shall befixed by resolution of the board of directors.

 

## Section 6.                    Corporate Seal.  The board of directors shall provide acorporate seal which shall be in the form of a circle and shall have inscribedthereon the name of the corporation and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise.

 

## Section 7.                    VotingSecurities Owned By Corporation.  Voting securities in any other corporation held by thecorporation shall be voted by the president, unless the board of directorsspecifically confers authority to vote with respect thereto, which authoritymay be general or confined to specific instances, upon some other person orofficer.  Any person authorized to votesecurities shall have the power to appoint proxies, with general power ofsubstitution.

 

## Section 8.                    Inspection ofBooks and Records.  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 any purpose reasonably related tosuch person’s interest as a stockholder. In every instance where an attorney or other agent shall be the personwho seeks the right to inspection, the demand under oath shall be accompaniedby a power of attorney or such other writing which authorizes the attorney orother agent to so act on behalf of the stockholder.  The demand under oath shall be directed to the corporation at itsregistered office in the State of Delaware or at its principal place ofbusiness.

 

## Section 9.                    Section Headings.  Section headings in these by-laws are forconvenience of reference only and shall not be given any substantive effect inlimiting or otherwise construing any provision herein.

 

## Section 10.              InconsistentProvisions.  In theevent that any provision of these by-laws is or becomes inconsistent with anyprovision of the certificate of incorporation, the General Corporation Law ofthe State of Delaware or any other applicable law, the provision of theseby-laws shall not be given any effect to the extent of such inconsistency butshall otherwise be given full force and effect.

 

# ARTICLE VIII

# AMENDMENTS

 

Theseby-laws may be amended, altered, or repealed and new by-laws adopted at anymeeting of the board of directors by a majority vote.  The fact that the power to adopt, amend, alter, or repeal theby-laws has been conferred upon the board of directors shall not divest thestockholders of the same powers.

 

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