**Exhibit 3.2**

 

**AMENDED AND RESTATED**

 

**BYLAWS**

 

**OF**

 

# **FTD GROUP, INC.**

 

----

 

**TABLE OF CONTENTS**

 
| ARTICLE I OFFICES                   |                                                     |
|------------------------------------------|----------------------------------------------------------|
|                                     |                                                     |   |
| Section 1.                          | REGISTERED OFFICE                                        |   |
|                                     |                                                     |   |
| ARTICLE II MEETINGS OF STOCKHOLDERS |                                                     |
|                                     |                                                     |   |
| Section 1.                          | PLACE OF MEETINGS                                        |   |
| Section 2.                          | ANNUAL MEETING OF STOCKHOLDERS                           |   |
| Section 3.                          | QUORUM; ADJOURNED  MEETINGS AND NOTICE THEREOF           |   |
| Section 4.                          | VOTING                                                   |   |
| Section 5.                          | PROXIES                                                  |   |
| Section 6.                          | SPECIAL MEETINGS                                         |   |
| Section 7.                          | NOTICE OF STOCKHOLDER’S MEETINGS                    |   |
| Section 8.                          | NOTICE OF  STOCKHOLDER BUSINESS AND NOMINATIONS.         |   |
| Section 9.                          | MAINTENANCE AND  INSPECTION OF STOCKHOLDER LIST          |   |
| Section 10.                         | STOCKHOLDER  ACTION BY WRITTEN CONSENT WITHOUT A MEETING |   |
| Section 11.                         | INSPECTOR OF  ELECTIONS; OPENING AND CLOSING THE POLLS   |   |
|                                     |                                                     |   |
| ARTICLE III DIRECTORS               |                                                     |
|                                     |                                                     |   |
| Section 1.                          | THE NUMBER OF DIRECTORS                                  |   |
| Section 2.                          | VACANCIES                                                |   |
| Section 3.                          | POWERS                                                   |   |
| Section 4.                          | PLACE OF DIRECTORS’ MEETINGS                        |   |
| Section 5.                          | REGULAR MEETINGS                                         |   |
| Section 6.                          | NOTICE                                                   |   |
| Section 7.                          | SPECIAL MEETINGS                                         |   |
| Section 8.                          | QUORUM                                                   |   |
| Section 9.                          | ACTION WITHOUT MEETING                                   |   |
| Section 10.                         | TELEPHONIC MEETINGS                                      |   |
| Section 11.                         | COMMITTEES OF DIRECTORS                                  |   |
| Section 12.                         | MINUTES OF COMMITTEE MEETINGS                            |   |
| Section 13.                         | COMPENSATION OF DIRECTORS                                |   |
| Section 14.                         | OTHER MATTERS                                            |   |
|                                     |                                                     |   |
| ARTICLE IV OFFICERS                 |                                                     |
|                                     |                                                     |   |
| Section 1.                          | OFFICERS                                                 |   |
| Section 2.                          | ELECTION OF OFFICERS                                     |   |

 

i

----

 
| Section 3.                     | SUBORDINATE OFFICERS                                |   |
|-------------------------------------|-----------------------------------------------------|--------|
| Section 4.                     | COMPENSATION OF OFFICERS                            |   |
| Section 5.                     | TERM OF OFFICE;  REMOVAL AND VACANCIES              |   |
| Section 6.                     | CHAIRMAN OF THE BOARD.                              |   |
| Section 7.                     | PRESIDENT/CHIEF  EXECUTIVE OFFICER                  |   |
| Section 8.                     | VICE PRESIDENT                                      |   |
| Section 9.                     | SECRETARY                                           |   |
| Section 10.                    | ASSISTANT SECRETARIES                               |   |
| Section 11.                    | CHIEF FINANCIAL  OFFICER AND TREASURER              |   |
| Section 12.                    | OTHER APPOINTMENTS                                  |   |
|                                |                                                |   |
| ARTICLE V INDEMNIFICATION      |                                                |
|                                |                                                |   |
| ARTICLE VI                     |                                                |
|                                |                                                |   |
| CERTIFICATES OF  STOCK              |                                                |
|                                |                                                |   |
| Section 1.                     | CERTIFICATES                                        |   |
| Section 2.                     | SIGNATURES ON CERTIFICATES                          |   |
| Section 3.                     | STATEMENT OF  STOCK RIGHTS, PREFERENCES, PRIVILEGES |   |
| Section 4.                     | NOTATIONS                                           |   |
| Section 5.                     | CONSIDERATION                                       |   |
| Section 6.                     | LOST CERTIFICATES                                   |   |
| Section 7.                     | TRANSFERS OF STOCK                                  |   |
| Section 8.                     | FIXING RECORD DATE                                  |   |
| Section 9.                     | REGISTERED STOCKHOLDERS                             |   |
|                                |                                                |   |
| ARTICLE VII GENERAL PROVISIONS |                                                |
|                                |                                                |   |
| Section 1.                     | DIVIDENDS                                           |   |
| Section 2.                     | PAYMENT OF  DIVIDENDS; DIRECTORS’ DUTIES       |   |
| Section 3.                     | CONTRACTS AND CHECKS                                |   |
| Section 4.                     | FISCAL YEAR                                         |   |
| Section 5.                     | CORPORATE SEAL                                      |   |
| Section 6.                     | MANNER OF GIVING NOTICE                             |   |
| Section 7.                     | WAIVER OF NOTICE                                    |   |
| Section 8.                     | ANNUAL STATEMENT                                    |   |
|                                |                                                |   |
| ARTICLE VIII AMENDMENT         |                                                |
|                                |                                                |   |
| Section 1.                     | AMENDMENT BY DIRECTORS                              |   |

 

ii

----

 

**ARTICLE I**

**OFFICES**

** **

## Section 1.     REGISTERED OFFICE.  Theregistered office of FTD Group, Inc. (the “**Corporation**”) shall be in the City of Wilmington, County ofNew Castle, State of Delaware.  The nameof the registered agent of the Corporation at that address is the CorporationService Company.

 

Section 2.      OTHEROFFICES.  The Corporation may also haveoffices at such other places both within and without the State of Delaware asthe Board of Directors may from time to time determine or the business of theCorporation may require.

 

# **ARTICLE II**

**MEETINGS OF STOCKHOLDERS**

# ** **

## Section 1.     PLACE OFMEETINGS.  Meetings of stockholders shall be held at anyplace within or outside the State of Delaware designated by the Board of Directors.  In the absence of any such designation,stockholders’ meetings shall be held at the principal executive office of theCorporation.

 

## Section 2.     ANNUALMEETING OF STOCKHOLDERS.  The annual meeting of stockholders shall beheld each year on a date and a time designated by the Board of Directors.  At each annual meeting, directors shall beelected and any other proper business may be transacted.

 

## Section 3.     QUORUM; ADJOURNED MEETINGS AND NOTICETHEREOF.  Except as otherwiseprovided by law, by the Second Amended and Restated Certificate ofIncorporation (as may be amended, changed, modified, or restated, the “**Certificate of Incorporation**”), or by theseBylaws, a majority of the stock issued and outstanding and entitled to vote atany meeting of stockholders, the holders of which are present in person orrepresented by proxy, shall constitute a quorum for the transaction  of business. Notwithstanding the foregoing, a quorum, once established, shall not bebroken by the withdrawal of enough votes to leave less than a quorum and thevotes present may continue to transact business until adjournment.  If, however, such quorum shall not be presentor represented at any meeting of the stockholders, a majority of the votingstock represented in person or by proxy may adjourn the meeting from time totime, without notice other than announcement at the meeting, until a quorumshall be present or represented.  At suchadjourned meeting at which a quorum shall be present or represented, anybusiness may be transacted which might have been transacted at the meeting asoriginally notified.  If the adjournmentis for more than thirty days, or if after the adjournment a new record date isfixed for the adjourned meeting, a notice of the adjourned meeting shall be givento each stockholder of record entitled to vote at the meeting.

 

## Section 4.     VOTING. When a quorum is present at any meeting, the vote of the holders of amajority of the stock having voting power present in person or represented byproxy and entitled to vote thereon shall decide any question brought beforesuch meeting, unless the question is one upon which by express provision oflaw, the Certificate of Incorporation, or these Bylaws, a different vote isrequired in which case such express provision shall govern and

 

2

----

 

control the decision of suchquestion.  Each stockholder shall haveone vote for each share of stock having voting power, registered in his or hername on the books of the Corporation on the record date set by the Board ofDirectors as provided in **Article VI, Section 8**hereof.  All elections shall be had andall questions decided by a plurality vote, except as otherwise expresslyprovided for herein.

 

## Section 5.     PROXIES. At each meeting of the stockholders, each stockholder having the rightto vote may vote in person or may authorize another person or persons to actfor him by proxy appointed by an instrument in writing subscribed by suchstockholder and bearing a date not more than three years prior to said meeting,unless said instrument provides for a longer period.  All proxies must be filed with the Secretaryof the Corporation at the beginning of each meeting in order to be counted inany vote at the meeting.  Unless otherwiseprovided in the proxy and supported by sufficient interest, a proxy may berevoked at any time before it is voted, either by written notice filed with theSecretary of the Corporation or the acting secretary of the meeting or by oralnotice given by the stockholder to the presiding officer during themeeting.  The presence of a stockholderwho has filed a proxy shall not of itself constitute a revocation.  The Board of Directors shall have the powerand authority to make rules establishing presumptions as to the validityand sufficiency of proxies.

 

## Section 6.     SPECIALMEETINGS.  Special meetings of the stockholders, for anypurpose, or purposes, unless otherwise prescribed by law or by the Certificateof Incorporation, may be called by the Board of Directors, a Chairman orCo-Chairman of the Board, the President or the Chief Executive Officer, butsuch special meetings may not be called by any other person or persons.  Such a request shall be accompanied by a writtennotice that shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting ofstockholders shall be limited to the purposes stated in the notice.

 

## Section 7.     NOTICE OF STOCKHOLDER’S MEETINGS.

 

### (a)           Whenever stockholders arerequired or permitted to take any action at a meeting, a written notice of themeeting shall be given which notice shall state the place, date and hour of themeeting, and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called.  Such furthernotice shall be given as may be required by law.  The written notice of any meeting shall begiven to each stockholder entitled to vote at such meeting not less than tennor more than sixty days before the date of the meeting, either personally orby mail, by or at the direction of the Board of Directors, a Chairman orCo-Chairman of the Board, the President or the Chief Executive Officer.  If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail, postage prepaid thereon,directed to the stockholder at the stockholder’s address as it appears on thestock record books of the Corporation.

###  

### (b)           Any previously scheduledannual or special meeting of the stockholders may be postponed, and anypreviously scheduled annual or special meeting of the stockholders called bythe Board of Directors may be cancelled, by resolution of the Board ofDirectors upon public notice given prior to the time previously scheduled forsuch meeting of stockholders.

 

3

----

 

## Section 8.     NOTICE OF STOCKHOLDER BUSINESS ANDNOMINATIONS.

##  

### (a)           ANNUAL MEETINGS OFSTOCKHOLDERS.  (1)  Nominations ofpersons for election to the Board of Directors of the Corporation and theproposal of business to be considered by the stockholders may be made at anannual meeting of stockholders only (A) pursuant to the Corporation’snotice of meeting (or any supplement thereto), (B) by or at the directionof the Board of Directors or (C) by any stockholder of the Corporation whowas a stockholder of record of the Corporation at the time the notice providedfor in this **Section 8** isdelivered to the Secretary of the Corporation, who is entitled to vote at themeeting and who complies with the notice procedures set forth in this **Section 8**.

###  

#### (2)           For nominations or otherbusiness to be properly brought before an annual meeting by a stockholderpursuant to clause (C) of paragraph (a)(1) of this **Section 8**, the stockholder must havegiven timely notice thereof in writing to the Secretary of the Corporation andsuch proposed business, other than the nominations of persons for election tothe Board of Directors, must constitute a proper matter for stockholderaction.  To be timely, a stockholder’snotice shall be delivered to the Secretary at the principal executive office ofthe Corporation not later than the close of business on the ninetieth day norearlier than the close of business on the one hundred twentieth day prior tothe first anniversary of the preceding year’s annual meeting; *provided*, *however*, thatin the event that the date of the annual meeting is more than thirty daysbefore or more than seventy days after such anniversary date, notice by thestockholder must be so delivered not earlier than the close of business on theone hundred twentieth day prior to such annual meeting and not later than theclose of business on the later of the ninetieth day prior to such annualmeeting or the tenth day following the day on which public announcement of thedate of such meeting is first made by the Corporation.  For purposes of the first annual meeting ofstockholders held after the closing of an initial public offering pursuant toan effective registration statement under the Securities Act of 1933, asamended, covering the offer and sale of common stock of the Corporation to thepublic, the first anniversary of such annual meeting shall be deemed to be thefourteenth day of November of the following year.  In no event shall the public announcement ofan adjournment or postponement of an annual meeting commence a new time period(or extend any time period) for the giving of a stockholder’s notice asdescribed above.  Such stockholder’snotice shall set forth: (A) as to each person whom the stockholderproposes to nominate for election or reelection as a director (1) allinformation relating to such person that is required to be disclosed insolicitations of proxies for election of directors in an election contest, oris otherwise required, in each case pursuant to Regulation 14A under the SecuritiesExchange Act of 1934, as amended (the “**ExchangeAct**”), and Rule 14a-11 thereunder, and (2) suchperson’s written consent to being named in the proxy statement as a nominee andto serving as a director if elected; (B) as to any other business that thestockholder proposes to bring before the meeting, a brief description of thebusiness desired to be brought before the meeting, the text of the proposal orbusiness (including the text of any resolutions proposed for consideration andin the vent that such business includes a proposal to amend the Bylaws of theCorporation, the language of the proposed amendment) the reasons for conductingsuch business at the meeting and any material interest in such business of suchstockholder and the beneficial owner, if any, on whose behalf the proposal ismade; and (C) as to the stockholder giving the notice and the beneficialowner, if any, on whose behalf the nomination or proposal is made (i) thename and address of such stockholder, as they appear on the Corporation’sbooks, and of such beneficial owner, (ii) the class and number of sharesof

 

4

----

 

capital stock of theCorporation which are owned beneficially and of record by such stockholder andsuch beneficial owner, (iii) a representation that the stockholder is aholder of record of stock of the Corporation entitled to vote at such meetingand intends to appear in person or by proxy at the meeting to propose suchbusiness or nomination and (iv) a representation whether the stockholderor the beneficial owner, if any, intends or is part of a group which intends to(y) deliver a proxy statement and/or form of proxy to holders of at least thepercentage of the Corporation’s outstanding capital stock required to approveor adopt the proposal or elect the nominee and/or (z) otherwise solicit proxiesfrom stockholders in support of such proposal or nomination.  The foregoing notice requirements shall bedeemed satisfied by a stockholder if the stockholder has notified theCorporation of his or her intention to present a proposal at an annual meetingin compliance with Rule 14a-8 (or any successor thereof) promulgatedunder the Exchange Act.  The Corporationmay require any proposed nominee to furnish such other information as it mayreasonably require to determine the eligibility of such proposed nominee toserve as a director of the Corporation.

####  

#### (3)           Notwithstanding anything inthe second sentence of paragraph (a)(2) of this **Section 8** to the contrary, in the event that the numberof directors to be elected to the Board of Directors of the Corporation at anannual meeting is increased and there is no public announcement by theCorporation naming the nominees for the additional directorships or specifyingthe size of the increased Board of Directors at least one hundred days prior tothe first anniversary of the preceding year’s annual meeting, a stockholder’snotice required by this **Section 8**shall also be considered timely, but only with respect to additional nomineesfor the additional directorships, if it shall be delivered to the Secretary atthe principal executive office of the Corporation not later than the close ofbusiness on the tenth day following the day on which such public announcementis first made by the Corporation.

####  

### (b)           SPECIAL MEETINGS OFSTOCKHOLDERS.  Only such business shallbe conducted at a special meeting of stockholders as shall have been broughtbefore the meeting pursuant to the Corporation’s notice of meeting.  Nominations of persons for election to theBoard of Directors may be made at a special meeting of stockholders at whichdirectors are to be elected pursuant to the Corporation’s notice of meeting (1) byor at the direction of the Board of Directors or (2) *provided*,that the Board of Directors has determined that directors shall be elected atsuch meeting, by any stockholder of the Corporation who is a stockholder ofrecord at the time the notice provided for in this **Section 8** is delivered to the Secretary of theCorporation, who is be entitled to vote at the meeting and upon such electionand who complies with the notice procedures set forth in this **Section 8**.  In the event the Corporation calls a specialmeeting of stockholders for the purpose of electing one or more directors tothe Board of Directors, any such stockholder entitled to vote in such electionof directors may nominate a person or persons (as the case may be) for electionto such position(s) as specified in the Corporation’s notice of meeting, if thestockholder’s notice required by paragraph (a)(2) of this **Section 8** shall be delivered to theSecretary at the principal executive office of the Corporation not earlier thanthe close of business on the one hundred twentieth day prior to such specialmeeting and not later than the close of business on the later of the ninetiethday prior to such special meeting, or the tenth day following the day on whichpublic announcement is first made of the date of the special meeting and of thenominees proposed by the Board of Directors to be elected at such meeting.  In no event shall the public announcement ofan adjournment or postponement of a

 

5

----

 

special meeting commence a newtime period (or extend any time period) of the giving of a stockholder’s noticeas described above.

###  

### (c)           GENERAL.  (1) Only such persons who are nominatedin accordance with the procedures set forth in this **Section 8** shall be eligible to be elected at an annual orspecial meeting of stockholders of the Corporation to serve as directors andonly such business shall be conducted at a meeting of stockholders as shallhave been brought before the meeting in accordance with the procedures setforth in this **Section 8**.  Except as otherwise provided by law, thechairman of the meeting shall have the power and duty to (A) determinewhether a nomination or any business proposed to be brought before the meetingwas made or proposed, as the case may be, in accordance with the procedures setforth in this **Section 8**(including whether the stockholder or beneficial owner, if any, on whose behalfthe nomination or proposal is made solicited (or is part of a group whichsolicited) or did not so solicit, as the case may be, proxies in support ofsuch stockholder’s nominee or proposal in compliance with such stockholder’srepresentation as required by clause (a)(2)(C)(iii) of this **Section 8**) and (B) if anyproposed nomination or business is not in compliance with this **Section 8**, to declare that suchdefective nomination shall be disregarded or that such proposed business shallnot be transacted.  Notwithstanding theforegoing provisions of this **Section 8**,if the stockholder (or a qualified representative of the stockholder) does notappear at the annual or special meeting of the stockholders of the Corporationto present a nomination or business, such nomination shall be disregarded andsuch proposed business shall not be transacted, notwithstanding that proxies inrespect of such vote may have been received by the Corporation.

###  

#### (2)           For purposes of this **Section 8**, “public announcement” shallmean disclosure in a press release reported by the Dow Jones News Service,Associated Press or comparable national news service or in a document publiclyfiled by the Corporation with the Securities and Exchange Commission pursuantto Section 13, 14 or 15(d) of the Exchange Act.

####  

#### (3)           Notwithstanding the foregoingprovisions of this **Section 8**,a stockholder shall also comply with all applicable requirements of theExchange Act and the rules and regulations thereunder with respect to thematters set forth in this **Section 8**.  Nothing in this **Section 8** shall be deemed to affect any rights (A) ofstockholders to request inclusion of proposals in the Corporation’s proxystatement pursuant to Rule 14a-8 under the Exchange Act or (B) ofthe holders of any series of Preferred Stock to elect directors pursuant to anyapplicable provisions of the Certificate of Incorporation.

####  

#### (4)           Meetings of stockholdersshall be presided over by any Chairman or Co-Chairman of the Board, or in hisor her absence, the Chief Executive Officer, or in his or her absence, thePresident (if other than the Chief Executive Officer) or in his or her absence,a Vice President in the order provided under **Article IV,Section 8** hereof, or in the absence, inability or unwillingnessof the foregoing persons, by a chairman chosen at the meeting. The Secretary ofthe Corporation shall act as secretary of all meetings of the stockholders,but, in the absence of the Secretary, the presiding officer may appoint anyother person to act as secretary of the meeting.

####  

## Section 9.     MAINTENANCE AND INSPECTION OFSTOCKHOLDER LIST.  The officerwho has charge of the stock ledger of the Corporation shall prepare and make,at

 

6

----

 

least ten days before everymeeting of stockholders, a complete list of the stockholders entitled to voteat the meeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of eachstockholder.  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 days prior to themeeting, 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 be produced and kept at thetime and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present. Except as otherwise provided by law, the original stock record booksshall be the only evidence as to who are the stockholders entitled to examinesuch record or transfer books or to vote at any meeting of stockholders.

 

## Section 10.     STOCKHOLDER ACTION BY WRITTENCONSENT WITHOUT A MEETING. Unless otherwise provided in the Certificate of Incorporation, anyaction required to be taken at any annual or special meeting of stockholders ofthe Corporation, or any action which may be taken at any annual or specialmeeting of such stockholders, may be taken without a meeting, without priornotice and without a vote, if a consent in writing, setting forth the action sotaken, shall be signed by the holders of outstanding stock having not less thanthe minimum number of votes that would be necessary to authorize or take suchaction at a meeting at which all shares entitled to vote thereon were presentand voted and shall be delivered to the Corporation by delivery to itsregistered office in Delaware, its principal place of business, or to anofficer or agent of the Corporation having custody of the book in whichproceedings of meetings of stockholders are recorded.  Every written consent shall bear the date ofsignature of each stockholder who signs the consent and no written consentshall be effective to take the corporate action referred to therein unless,within sixty (60) days of the earliest dated consent delivered in the mannerrequired by this **Section 10**to the Corporation, written consents signed by a sufficient number of holdersto take action are delivered to the Corporation by delivery to its registeredoffice in Delaware, its principal place of business or to an officer or agentof the Corporation having custody of the book in which proceedings of meetingsof stockholders are recorded.  Atelegram, cablegram or other electronic transmission consenting to an action tobe taken and transmitted by a stockholder shall be deemed to be written, signedand dated for the purposes of this **Section 10**,provided that any such telegram, cablegram or other electronic transmissionsets forth or is delivered with information from which the Corporation candetermine (i) that the telegram, cablegram or other electronictransmission was transmitted by the stockholder and (ii) the date on whichsuch stockholder transmitted such telegram, cablegram or electronictransmission.  The date on which thetelegram, cablegram or electronic transmission is transmitted shall be deemedto be the date on which such consent was signed.  No consent given by telegram, cablegram orother electronic transmission shall be deemed to have been delivered until suchconsent is reproduced in paper form and until such paper forms shall be deliveredto the Corporation by delivery to its registered office in Delaware, itsprincipal place of business or an officer or agent of the Corporation havingcustody of the book in which proceedings of meetings of stockholders arerecorded.  Delivery made to theCorporation’s registered office shall be by hand or by certified or registeredmail, return receipt requested.  Prompt notice of the taking of thecorporate action without a meeting by less than unanimous written consent shallbe given to those stockholders who have not consented in writing and who, ifthe action had been taken at a meeting, would have been entitled to notice ofthe meeting if the record date for such

 

7

----

 

meeting had been the date thatwritten consents signed by a sufficient number of holders to take the actionwere delivered to the Corporation as provided above.

 

## Section 11.     INSPECTOR OF ELECTIONS; OPENING ANDCLOSING THE POLLS.

 

### (a)           The Board of Directors byresolution shall appoint one or more inspectors, which inspector or inspectorsmay include individuals who serve the Corporation in other capacities,including, without limitation, as officers, employees, agents orrepresentatives of the Corporation, to act at the meeting and make a writtenreport thereof.  One or more persons maybe designated as alternate inspectors to replace any inspector who fails toact.  If no inspector or alternate hasbeen appointed to act, or if all inspectors or alternates who have beenappointed are unable to act, at a meeting of stockholders, the person presidingat the meeting shall appoint one or more inspectors to act at the meeting.  Each inspector, before discharging his or herduties, shall take and sign an oath faithfully to execute the duties ofinspector with strict impartiality and according to the best of his or herability.

###  

### (b)           The inspectors shall: (i) ascertainthe number of shares of stock outstanding and the voting power of each; (ii) determinethe number of shares of stock present in person or by proxy at such meeting andthe validity of proxies and ballots; (iii) count all votes and ballots; (iv) determineand retain for a reasonable period a record of the disposition of anychallenges made to any determination by the inspectors; and (v) certifytheir determination of the number of such shares present in person or by proxyat such meeting and their count of all votes and ballots. Such certificationand report shall specify such other information as may be required by law. Indetermining the validity and counting of proxies and ballots cast at anymeeting of stockholders of the Corporation, the inspectors may consider suchinformation as is permitted by applicable law. The inspectors may appoint orretain other persons or entities to assist them in the performance of theirduties. No person who is a candidate for an office at an election may serve asan inspector at such election.

###  

### (c)           The date and time of theopening and the closing of the polls for each matter upon which thestockholders will vote at a meeting shall be announced at the meeting by theperson presiding over the meeting. The Board of Directors may adopt byresolution such rules and regulations for the conduct of the meeting ofstockholders as it shall deem appropriate. Except to the extent inconsistentwith such rules and regulations as adopted by the Board of Directors, theperson presiding over any meeting of stockholders shall have the right andauthority to convene and to adjourn the meeting, to prescribe such rules, regulationsand procedures and to do all such acts as, in the judgment of such chairman,are appropriate for the proper conduct of the meeting. Such rules, regulationsor procedures, whether adopted by the Board of Directors or prescribed by thepresiding officer of the meeting, may include, without limitation, thefollowing: (i) the establishment of an agenda or order of business for themeeting; (ii) rules and procedures for maintaining order at themeeting and the safety of those present; (iii) limitations on attendanceat or participation in the meeting to stockholders of record of theCorporation, their duly authorized and constituted proxies or such otherpersons as the chairman of the meeting shall determine; (iv) restrictionson entry to the meeting after the time fixed for the commencement thereof; and (v) limitationson the time allotted to questions or comments by participants. The presidingofficer at any meeting of stockholders, in addition to making any

 

8

----

 

other determinations that maybe appropriate to the conduct of the meeting, shall, if the facts warrant,determine and declare to the meeting that a matter or business was not properlybrought before the meeting and if such presiding officer should so determine,such person shall so declare to the meeting and any such matter or business notproperly brought before the meeting shall not be transacted or considered.Unless and to the extent determined by the Board of Directors or the personpresiding over the meeting, meetings of stockholders shall not be required tobe held in accordance with the rules of parliamentary procedure.

###  

# **ARTICLE III**

# **DIRECTORS**

# ** **

## Section 1.     THE NUMBEROF DIRECTORS.  The number of directors which shallconstitute the whole Board of Directors shall be not less than two nor morethan ten, and may be changed by an amendment to these Bylaws duly adopted bythe Board of Directors or by the stockholders as provided under **Article VIII, Section 1** hereof,or by a duly adopted amendment to the Certificate of Incorporation.  Unless otherwise determined by suchresolution, the Board of Directors shall consist of six directors.  Subject to the rights of the holders of anyseries of Preferred Stock to elect directors under specified circumstances, theactual number of directors shall be fixed from time to time by resolutionadopted by a majority of the whole Board of Directors.  The directors need not be stockholders.  The directors shall be elected at the annualmeeting of the stockholders, except as provided in **Section 2** of this Article, and each director electedshall hold office until his or her successor is elected and qualified; *provided*, *however*, thatunless otherwise restricted by the Certificate of Incorporation or by law, adirector may be removed from office only for cause and only be the affirmativevote of the holders of a majority of the outstanding stock of the Corporationthen entitled to vote generally in the election of directors, voting togetheras a single class.  A director may resignat any time by filing his or her written resignation with the Secretary of theCorporation

 

## Section 2.     VACANCIES. Subject to the rights of the holders of any series of Preferred Stock toelect additional directors under specified circumstances, vacancies on theBoard of Directors by reason of death, resignation, retirement,disqualification, removal from office, or otherwise, and newly createddirectorships resulting from any increase in the authorized number of directorsmay be filled by a majority of the directors then in office, although less thana quorum, or by a sole remaining director, and shall not be filled bystockholders.  The directors so chosenshall hold office until the next annual election of directors and until theirsuccessors are duly elected and shall qualify, unless sooner displaced.  No decrease in the number of authorizeddirectors constituting the whole Board of Directors shall shorten the term ofany incumbent director.  If there are nodirectors in office, then an election of directors may be held in the mannerprovided by law.  If, at the time offilling any vacancy or any newly created directorship, the directors then inoffice shall constitute less than a majority of the whole Board of Directors(as constituted immediately prior to any such increase), the Court of Chancerymay, upon application of any stockholder or stockholders holding at least tenpercent of the total number of the shares at the time outstanding having theright to vote for such directors, summarily order an election to be held tofill any such vacancies or newly created directorships, or to replace thedirectors chosen by the directors then in office.

 

9

----

 

## Section 3.     POWERS. The property and business of the Corporation shall be managed by orunder the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expresslyconferred upon them, the Board of Directors may exercise all such powers of theCorporation and do all such lawful acts and things as are not by law or by theCertificate of Incorporation or by these Bylaws directed or required to beexercised or done by the stockholders.

 

## Section 4.     PLACEOF DIRECTORS’ MEETINGS.  The directors may hold their meetings andhave one or more offices, and keep the books of the Corporation outside of theState of Delaware.

 

## Section 5.     REGULARMEETINGS.  Regular meetings of the Board of Directorsmay be held without notice at such time and place as shall from time to time bedetermined by the Board of Directors. Meetings of the Board of Directors shall be presided over by a Chairmanor Co-Chairman of the Board, or in his or her absence, the Chief ExecutiveOfficer, or in his or her absence, the President (if other than the ChiefExecutive Officer), or in his or her absence, by a Vice President in the orderprovided under **Article IV, Section 8**hereof, or in the absence, inability or unwillingness of the foregoing persons,any director chosen by the directors present shall act as chairman of themeeting. The Secretary of the Corporation shall act as secretary of allmeetings of the Board of Directors but in the absence of the Secretary, thepresiding officer may appoint any Assistant Secretary or any director or otherperson present to act as secretary of the meeting.

 

## Section 6.     NOTICE. Notice of each meeting of the Board of Directors (unless otherwiseprovided in or pursuant to **Section 7**and **Section 8** below) shall begiven to each director not less than twenty-four hours prior to the meeting bygiving oral, telephone or written notice to a director in person, or bytelegram, or not less than three (3) days prior to a meeting by deliveringor mailing notice to the business address or such other address as a directorshall have designated in writing and filed with the Secretary. If mailed, suchnotice shall be deemed to be delivered when deposited in the United States mailso addressed, with postage thereon prepaid. If notice be given by telegram,such notice shall be deemed to be delivered when the telegram is delivered tothe telegraph company. Whenever any notice whatever is required to be given toany director of the Corporation under the Certificate of Incorporation or theseBylaws or any provision of law, a waiver thereof in writing, signed at anytime, whether before or after the time of meeting, by the director entitled tosuch notice, shall be deemed equivalent to the giving of such notice. Theattendance of a director at a meeting shall constitute a waiver of notice ofsuch meeting, except where a director attends a meeting and objects thereat tothe transaction of any business because the meeting is not lawfully called orconvened. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the Board of Directors need be specified in thewaiver of notice of such meeting.

 

## Section 7.     SPECIALMEETINGS.  Special meetings of the Board of Directorsmay be called by a Chairman or Co-Chairman of the Board, the Chief ExecutiveOfficer, the President or by any two directors of the Board on two (2) days’notice to each director, either personally or by mail or by telegram, unlessthe Board consists of only one director, in which case, special meetings shallbe called by the Chief Executive Officer, President or Secretary in like manneror on like notice on the written request of the sole director.

 

10

----

 

## Section 8.     QUORUM. At all meetings of the Board of Directors a majority of the authorizednumber of directors shall be necessary and sufficient to constitute a quorumfor the transaction of business, and the vote of a majority of the directorspresent at any meeting at which there is a quorum, shall be the act of theBoard of Directors, except as may be otherwise specifically provided by law, bythe Certificate of Incorporation or by these Bylaws.  If a quorum shall not be present at anymeeting of the Board of Directors the directors present thereat may adjourn themeeting from time to time, without notice other than announcement at themeeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitutea quorum.

 

## Section 9.     ACTIONWITHOUT MEETING.  Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, any action required or permittedto be taken at any meeting of the Board of Directors or of any committeethereof may be taken without a meeting, if all members of the Board ofDirectors or committee, as the case may be, consent thereto in writing, and thewriting or writings are filed with the minutes of proceedings of the Board ofDirectors or committee.

 

## Section 10.     TELEPHONICMEETINGS.  Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, members of the Board ofDirectors, or any committee designated by the Board of Directors, mayparticipate in a meeting of the Board of Directors, or any committee, by meansof conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and suchparticipation in a meeting shall constitute presence in person at such meeting.

 

## Section 11.     COMMITTEESOF DIRECTORS.  The Board of Directors may, by resolution passedby a majority of the whole Board of Directors, designate one or morecommittees, each such committee to consist of one or more of the directors ofthe Corporation.  The Board of Directorsmay designate one or more directors as alternate members of any committee, whomay replace any absent or disqualified member at any meeting of thecommittee.  In the absence ordisqualification of a member of a committee, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not he orthey constitute a quorum, may unanimously appoint another member of the Boardof Directors to act at the meeting in the place of any such absent ordisqualified member.  Any such committee,to the extent provided in the resolution of the Board of Directors, shall haveand may exercise all the powers and authority of the Board of Directors in themanagement of the business and affairs of the Corporation, and may authorizethe 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 toamending the Certificate of Incorporation, adopting an agreement of merger orconsolidation, recommending to the stockholders the sale, lease or exchange ofall or substantially all of the Corporation’s property and assets, recommendingto the stockholders a dissolution of the Corporation or a revocation of adissolution, or amending the Bylaws of the Corporation; and, unless theresolution or the Certificate of Incorporation expressly so provide, no suchcommittee shall have the power or authority to declare a dividend or toauthorize the issuance of stock.

 

## Section 12.     MINUTESOF COMMITTEE MEETINGS.  Each committee shall keep regular minutes ofits meetings and report the same to the Board of Directors when required.

 

11

----

 

## Section 13.     COMPENSATIONOF DIRECTORS.  Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, the Board of Directors shall havethe authority to fix the compensation of directors.  The directors may be paid their expenses, ifany, of attendance at each meeting of the Board of Directors and may be paid afixed sum for attendance at each meeting of the Board of Directors or a statedsalary as director.  No such paymentshall preclude any director from serving the Corporation in any other capacityand receiving compensation therefor. Members of special or standing committees may be allowed likecompensation for attending committee meetings.

 

## Section 14.     OTHERMATTERS.

 

### (a)           Every director, and everymember of any committee of the Board of Directors, shall, in the performance ofhis or her duties, be fully protected in relying in good faith upon the recordsof the Corporation and upon such information, opinions, reports or statementspresented to the Corporation by any of its officers or employees, or committeesof the Board of Directors, or by any other person as to matters the director ormember reasonably believes are within such other person’s professional orexpert competence and who has been selected with reasonable care by or onbehalf of the Corporation, including, but not limited to, such records,information, opinions, reports or statements as to the value and amount of theassets, liabilities and/or net profits of the Corporation, or any other factspertinent to the existence and amount of surplus or other funds from whichdividends might properly be declared and paid, or with which the Corporation’scapital stock might properly be purchased or redeemed.

###  

### (b)           A director who is directly orindirectly a party to a contract or transaction with the Corporation, or is adirector or officer of or has a financial interest in any other corporation,partnership, association or other organization which is a party to a contractor transaction with the Corporation, may be counted in determining whether aquorum is present at any meeting of the Board of Directors or a committeethereof at which such contract or transaction is considered or authorized, andsuch director may participate in such meeting and vote on such authorization ifthe material facts as to such director’s relationship or interest and as to thecontract or transaction are disclosed or are known to the Board of Directors orthe committee, and the Board of Directors or committee in good faith authorizesthe contract or transaction by the affirmative votes of a majority of thedisinterested directors, even though the disinterested directors are less thana quorum.

###  

# **ARTICLE IV**OFFICERS

# ** **

## Section 1.     OFFICERS. The officers of this corporation shall be chosen by the Board ofDirectors and may include a Chairman of the Board, a Chief Executive Officer, aPresident, a Chief Financial Officer, a Secretary and a Treasurer.  The Chairman of the Board shall be chosenfrom the directors.  The Corporation mayalso have at the discretion of the Board of Directors such other officers asare desired, including one or more Vice Presidents, one or more AssistantSecretaries and Assistant Treasurers, and such other officers as may beappointed in accordance with the provisions of **Section 3** of this Article.  In the event there are two or more VicePresidents, then one or more may be designated as Executive Vice President,Senior Vice President, or other similar or dissimilar title.  At the time of the election of officers, thedirectors

 

12

----

 

may by resolution determine theorder of their rank.  Any number ofoffices may be held by the same person, unless the Certificate of Incorporationor these Bylaws otherwise provide.

 

## Section 2.     ELECTION OFOFFICERS.  The Board of Directors, at its first meetingafter each annual meeting of stockholders, shall choose the officers of theCorporation. If the election of officers shall not be held at such meeting,such election shall be held as soon thereafter as conveniently may be. Failureto elect officers shall not dissolve or otherwise affect the Corporation.

 

## Section 3.     SUBORDINATEOFFICERS.  The Board of Directors may appoint such otherofficers and agents as it shall deem necessary who shall hold their offices forsuch terms and shall exercise such powers and perform such duties as shall bedetermined from time to time by the Board of Directors.

 

## Section 4.     COMPENSATIONOF OFFICERS.  The salaries of all officers and agents ofthe Corporation shall be fixed by the Board of Directors or by a dulyauthorized committee thereof, and no officer shall be prevented from receivingsuch salary by reason of the fact that he is also a director of theCorporation, but any such officer who shall also be a director shall not haveany vote in the determination of such officer’s compensation.

 

## Section 5.     TERMOF OFFICE; REMOVAL AND VACANCIES.  The officers of the Corporation shall holdoffice until their successors are chosen and qualify in their stead or untiltheir death or resignation.  Any officerelected or appointed by the Board of Directors may be removed at any time bythe affirmative vote of a majority of the Board of Directors.  No elected officer shall have any contractualrights against the Corporation for compensation by virtue of such electionbeyond the date of the election of his or her successor, his or her death, hisor her resignation or his or her removal, whichever event shall first occur,except as otherwise provided in an employment contract or an employeeplan.  If the office of any officer orofficers becomes vacant for any reason, the vacancy shall be filled by theBoard of Directors.

 

## Section 6.     CHAIRMAN OFTHE BOARD.

##  

### (a)           A Chairman or Co-Chairman ofthe Board, if such an officer or officers be elected, shall, if present,preside at all meetings of the Board of Directors and exercise and perform suchother powers and duties as may be from time to time assigned to him by theBoard of Directors or prescribed by these Bylaws. A Chairman or Co-Chairman ofthe Board may in addition be the Chief Executive Officer of the Corporation andhave the powers and duties prescribed in **Section 7**of this Article.

###  

## Section 7.     PRESIDENT/CHIEFEXECUTIVE OFFICER.  Subject to such supervisory powers, if any,as may be given by the Board of Directors to a Chairman or Co-Chairman of theBoard, if there be such an officer, the President and the Chief ExecutiveOfficer shall be the chief executive officers of the Corporation and shall,subject to the control of the Board of Directors, have general supervision,direction and control of the business and officers of the Corporation. ThePresident and Chief Executive Officer shall have authority to sign, execute andacknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, stockcertificates, contracts, leases, reports and all other documents orinstruments, of every

 

13

----

 

conceivable kind and characterwhatsoever, necessary or proper to be executed in the course of the Corporation’sregular business, or which shall be authorized by resolution of the Board ofDirectors; and, except as otherwise provided by law or the Board of Directors,the President and Chief Executive Officer may authorize any Vice President orother officer or agent of the Corporation to sign, execute and acknowledge suchdocuments or instruments in their place and stead. The Chief Executive Officershall preside at all meetings of the stockholders and, in the absence of aChairman or Co-Chairman of the Board, or if there be none, at all meetings ofthe Board of Directors. The President and Chief Executive Officer shall havethe general powers and duties of management usually vested in the office ofPresident and Chief Executive Officer of corporations, respectively, and shallhave such other powers and duties as may be prescribed by the Board ofDirectors or these Bylaws. In the absence or disability of the President orChief Executive Officer, the other person shall perform all the duties of thePresident or Chief Executive Officer, as applicable, and when so acting shallhave all the powers of and be subject to all the restrictions upon thePresident or Chief Executive Officer. The Corporation may appoint one personwith the titles of President and Chief Executive Officer, having all suchpowers as are described in this **Section 7**.

 

## Section 8.     VICE PRESIDENT. In the absence of the President and Chief Executive Officer, or in theevent of his or her death, inability or refusal to act, or in the event for anyreason it shall be impractical to act personally, the Vice Presidents in orderof their rank as fixed by the Board of Directors, or if not ranked, the VicePresident designated by the Board of Directors, shall perform all the duties ofthe President, and when so acting shall have all the powers of and be subjectto all the restrictions upon the President. Any Vice President may sign, withthe Secretary or Assistant Secretary, certificates for shares of theCorporation; and shall perform such other duties and have such authority asfrom time to time may be delegated or assigned to him by the President or bythe Board of Directors. The execution of any instrument of the Corporation byany Vice President shall be conclusive evidence, as to third parties, of his orher authority to act in the stead of the President.

 

## Section 9.     SECRETARY. The Secretary shall attend all sessions of the Board of Directors andall meetings of the stockholders and record all votes and the minutes of allproceedings in a book to be kept for that purpose; and shall perform likeduties for the standing committees when required by the Board of Directors. TheSecretary shall give, or cause to be given, notice of all meetings of thestockholders and of the Board of Directors, and shall perform such other dutiesas may be prescribed by the Board of Directors or these Bylaws. The Secretaryshall keep in safe custody the seal, if a seal is used, and when authorized bythe Board, affix the same to any instrument requiring it, and when so affixedit shall be attested by the Secretary’s signature or by the signature of anAssistant Secretary. The Board of Directors may give general authority to anyother officer to affix the seal of the Corporation and to attest the affixingby the Secretary’s signature.

 

## Section 10.     ASSISTANTSECRETARIES.  The Assistant Secretary, or if there be morethan one, the Assistant Secretaries in the order determined by the Board ofDirectors, or if there be no such determination, the Assistant Secretarydesignated by the Board of Directors, shall, in the absence or disability ofthe Secretary, perform the duties and exercise the powers of the Secretary andshall perform such other duties and have such other powers as the Board ofDirectors may from time to time prescribe.

 

14

----

 

## Section 11.     CHIEF FINANCIAL OFFICER AND TREASURER.

 

### (a)           The Chief Financial Officershall have the custody of the corporate funds and securities and shall keepfull and accurate accounts of receipts and disbursements in books belonging tothe Corporation and shall deposit all moneys, and other valuable effects in thename and to the credit of the Corporation, in such depositories as may bedesignated by the Board of Directors. The Chief Financial Officer shalldisburse the funds of the Corporation as may be ordered by the Board ofDirectors, taking proper vouchers for such disbursements, and shall render tothe Board of Directors, at its regular meetings, or when the Board of Directorsso requires, an account of all the Chief Financial Officer’s transactions asthe Chief Financial Officer and of the financial condition of the Corporation.If required by the Board of Directors, the Chief Financial Officer shall givethe Corporation a bond, in such sum and with such surety or sureties as shallbe satisfactory to the Board of Directors, for the faithful performance of theduties of the Chief Financial Officer’s office and for the restoration to theCorporation, in case of the Chief Financial Officer’s death, resignation,retirement or removal from office, of all books, papers, vouchers, money andother property of whatever kind in the Chief Financial Officer’s possession orunder the Chief Financial Officer’s control belonging to the Corporation.

###  

### (b)           The Treasurer, or if thereshall be more than one, the Treasurers in the order determined by the Board ofDirectors, or if there be no such determination, the Treasurer designated bythe Board of Directors, shall, in the absence or disability of the ChiefFinancial Officer, perform the duties and exercise the powers of the ChiefFinancial Officer and shall perform such other duties and have such otherpowers as the Board of Directors may from time to time prescribe.

###  

## Section 12.     OTHERAPPOINTMENTS.  Board of Directors shall have the power toappoint any person to act as assistant to any officer, or as agent for the Corporationin his or her stead, or to perform the duties of such officer whenever for anyreason it is impracticable for such officer to act personally, and suchassistant or acting officer or other agent so appointed by the Board ofDirectors shall, have the power to perform all the duties of the office towhich he is so appointed to be an assistant, or as to which he is so appointedto act, except as such power may be otherwise defined or restricted by theBoard of Directors.

 

# **ARTICLE V**INDEMNIFICATION

# ** **

### (a)           The Corporation shallindemnify and hold harmless, to the fullest extent permitted by applicable lawas it presently exists or may hereafter be amended, any person who was or is aparty or is threatened to be made a party to any threatened, pending or completedaction, suit or proceeding, whether civil, criminal, administrative orinvestigative (other than an action by or in the right of the Corporation) byreason of the fact that he is or was a director, officer, employee or agent ofthe Corporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonablyincurred by him in connection with such action, suit or proceeding if he actedin good faith and in a manner he reasonably believed to be in or not opposed tothe best interests of the Corporation, and, with respect to any criminal action

 

15

----

 

or proceeding, had noreasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent shall not, of itself, create a presumption thatthe person did not act in good faith and in a manner which he reasonablybelieved 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 tobelieve that his or her conduct was unlawful.

###  

### (b)           The Corporation shallindemnify and hold harmless, to the fullest extent permitted by applicable lawas it presently exists or may hereafter be amended, any person who was or is aparty or is threatened to be made a party to any threatened, pending orcompleted action or suit by or in the right of the Corporation to procure ajudgment 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 therequest of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise againstexpenses (including attorneys’ fees) actually and reasonably incurred by him inconnection with the defense or settlement of such action or suit if he acted ingood faith and in a manner he reasonably believed to be in or not opposed tothe best interests of the Corporation, except that no such indemnificationshall be made in respect of any claim, issue or matter as to which such personshall have been adjudged to be liable to the Corporation unless and only to theextent that the Court of Chancery of Delaware or the court in which such actionor suit was brought shall determine upon application that, despite theadjudication of liability but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenseswhich such Court of Chancery or such other court shall deem proper.

###  

### (c)           To the extent that a director,officer, employee or agent of the Corporation shall be successful on the meritsor otherwise in defense of any action, suit or proceeding referred to inparagraphs (a) and (b), or in defense of any claim, issue or mattertherein, he shall be indemnified against expenses (including attorneys’ fees)actually and reasonably incurred by him in connection therewith.

###  

### (d)           Any indemnification underparagraphs (a) and (b) (unless ordered by a court) shall be made bythe Corporation only as authorized in the specific case upon a determinationthat indemnification of the director, officer, employee or agent is proper inthe circumstances because he has met the applicable standard of conduct setforth in paragraphs (a) and (b). Such determination shall be made (1) by the Board of Directors by amajority vote of a quorum consisting of directors who were not parties to suchaction, suit or proceeding, or (2) if such a quorum is not obtainable, or,even if obtainable a quorum of disinterested directors so directs, byindependent legal counsel in a written opinion, or (3) by thestockholders.

###  

### (e)           Expenses incurred by adirector or officer in defending any civil or criminal, administrative orinvestigative, action, suit or proceeding shall be paid by the Corporation inadvance of the final disposition of such action, suit or proceeding uponreceipt of an undertaking by or on behalf of such director or officer to repaysuch amount if it shall ultimately be determined that he is not entitled to beindemnified by the Corporation as authorized in this **Article V**.  Suchexpenses incurred by other employees and agents may be so paid upon such termsand conditions, if any, as the Board of Directors deems appropriate.

 

16

----

 

### (f)            The indemnification andadvancement of expenses provided by, or granted pursuant to, the otherparagraphs of this **Article V**shall not be deemed exclusive of any other rights to which those seekingindemnification or advancement of expenses may be entitled under any bylaw,agreement, vote of stockholders or disinterested directors or otherwise, bothas to action in his or her official capacity and as to action in another capacitywhile holding such office.  TheCorporation’s obligation, if any, to indemnify or to advance expenses to thoseseeking indemnification or advancement of expenses who was or is serving at itsrequest as a director, officer, employee or agent of another corporation,partnership, joint venture, trust, enterprise or nonprofit entity shall bereduced by any amount such person may collect as indemnification or advancementof expenses from such other corporation, partnership, joint venture, trust,enterprise or nonprofit enterprise.

###  

### (g)           The Board of Directors mayauthorize, by a vote of a majority of a quorum of the Board of Directors, theCorporation to purchase and maintain insurance on behalf of any person who isor was a director, officer, employee or agent of the Corporation, or is 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 and incurred by him inany such capacity, or arising out of his or her status as such, whether or notthe Corporation would have the power to indemnify him against such liabilityunder the provisions of this **Article V**.

###  

### (h)           For the purposes of this **Article V**, references to “theCorporation” shall include, in addition to the resulting corporation, anyconstituent corporation (including any constituent of a constituent) absorbedin a consolidation or merger which, if its separate existence had continued,would have had power and authority to indemnify its directors, officers, andemployees 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 therequest of such constituent corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or otherenterprise, shall stand in the same position under the provisions of this **Article V** with respect to theresulting or surviving corporation as he would have with respect to suchconstituent corporation if its separate existence had continued.

###  

### (i)            For purposes of this **Article V**, references to “otherenterprises” shall include employee benefit plans; references to “fines” shallinclude any excise taxes assessed on a person with respect to an employeebenefit plan; and references to “serving at the request of the Corporation”shall include service as a director, officer, employee or agent of theCorporation which imposes duties on, or involves services by, such director,officer, employee or agent with respect to an employee benefit plan, itsparticipants or beneficiaries; and a person who acted in good faith and in amanner he reasonably believed to be in the interest of the participants andbeneficiaries of an employee benefit plan shall be deemed to have acted in amanner “not opposed to the best interests of the Corporation” as referred to inthis **Article V**.

###  

### (j)            The indemnification andadvancement of expenses provided by, or granted pursuant to, this **Article V** shall, unless otherwiseprovided when authorized or ratified, continue as to a person who has ceased tobe a director, officer, employee or agent and shall inure to the benefit of theheirs, executors and administrators of such a person.  Any repeal or modification of the foregoingprovisions of this **Article V**shall not adversely affect any right or protection

 

17

----

 

hereunder of any person seekingindemnification or advancement of expenses in respect of any act or omissionoccurring prior to the time of such repeal or modification.

###  

# **ARTICLE VI**

# **CERTIFICATES OF STOCK**

# ** **

## Section 1.     CERTIFICATES.  Every holder of stock of the Corporationshall be entitled to have a certificate signed by, or in the name of theCorporation by, a Chairman, Co-Chairman or Vice Chairman of the Board ofDirectors, or the President or a Vice President, and by the Secretary or anAssistant Secretary, or the Chief Financial Officer or a Treasurer of theCorporation, certifying the number of shares represented by the certificateowned by such stockholder in the Corporation.

 

## Section 2.     SIGNATURESON CERTIFICATES.  Any or all of the signatures on thecertificate may be a facsimile.  In caseany officer, transfer agent, or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be suchofficer, transfer agent, or registrar before such certificate is issued, it maybe issued by the Corporation with the same effect as if he were such officer,transfer agent, or registrar at the date of issue.

 

## Section 3.     STATEMENT OF STOCK RIGHTS,PREFERENCES, PRIVILEGES.  Ifthe Corporation shall be authorized to issue more than one class of stock ormore than one series of any class, the powers, designations, preferences andrelative, participating, optional or other special rights of each class ofstock or series thereof and the qualification, limitations or restrictions ofsuch preferences and/or rights shall be set forth in full or summarized on theface or back of the certificate which the Corporation shall issue to representsuch class or series of stock; *provided*, that,except as otherwise provided in Section 202 of the General Corporation Lawof the State of Delaware, in lieu of the foregoing requirements, there may beset forth on the face or back of the certificate which the Corporation shallissue to represent such class or series of stock, a statement that theCorporation will furnish without charge to each stockholder who so requests thepowers, designations, preferences and relative, participating, optional orother special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights.

 

## Section 4.     NOTATIONS. The face or reverse side of each certificate representing shares shallbear a conspicuous notation of any restriction imposed by the Corporation uponthe transfer of such shares. Otherwise the restriction is invalid exceptagainst those with actual knowledge of the restrictions.

 

## Section 5.     CONSIDERATION. The shares of the Corporation may be issued for such consideration asshall be fixed from time to time by the Board of Directors, consistent with thelaw of the State of Delaware.

 

## Section 6.     LOSTCERTIFICATES.  The Board of Directors may direct a newcertificate or certificates to be issued in place of any certificate orcertificates theretofore issued

 

18

----

 

by the Corporation alleged tohave been lost, stolen or destroyed, upon the making of an affidavit of thatfact by the person claiming the certificate of stock to be lost, stolen ordestroyed.  When authorizing such issueof a new certificate or certificates, the Board of Directors may, in its 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 advertise the same in such manner as it shall require and/orto give the Corporation a bond in such sum as it may direct as indemnityagainst any claim that may be made against the Corporation with respect to thecertificate alleged to have been lost, stolen or destroyed.

 

## Section 7.     TRANSFERS OFSTOCK.  Prior to due presentment of a certificate forshares for registration of transfer the Corporation may treat the registeredowner of such shares as the person exclusively entitled to vote, to receivenotifications and otherwise to have and exercise all the rights and power of anowner. Where a certificate for shares is presented to the Corporation with arequest to register for transfer, the Corporation shall not be liable to theowner or any other person suffering loss as a result of such registration oftransfer if (a) there were on or with the certificate the necessaryendorsements, and (b) the Corporation had no duty to inquire into adverseclaims or has discharged any such duty. The Corporation may require reasonableassurance that said endorsements are genuine and effective and compliance withsuch other regulations as may be prescribed by or under the authority of theBoard of Directors. Where a transfer of shares is made for collateral security,and not absolutely, it shall be so expressed in the entry of transfer if, whenthe shares are presented, both the transferor and the transferee so request.

 

## Section 8.     FIXING RECORDDATE.  In order that the Corporation may determinethe stockholders entitled to notice of or to vote at any meeting of thestockholders, or any adjournment thereof, or to express consent to corporateaction in writing without a meeting, or entitled to receive payment of anydividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stockor for the purpose of any other lawful action, the Board of Directors may fix arecord date which shall not be more than sixty nor less than ten days beforethe date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of recordentitled to notice of or to vote at a meeting of stockholders shall apply toany adjournment of the meeting; *provided*, *however*, that the Board of Directors may fix a new recorddate for the adjourned meeting.  If norecord date is fixed, the record date for determining:

 

### (a)           stockholders entitled tonotice of or to vote at a meeting of stockholders shall be at the close ofbusiness on the day next preceding the day on which notice is given; and

###  

(b)           stockholdersfor any other purpose shall be the close of business on the day on which theBoard of Directors adopts the resolution relating thereto.

 

## Section 9.     REGISTEREDSTOCKHOLDERS.  The Corporation shall be entitled to treatthe holder of record of any share or shares of stock as the holder in factthereof and accordingly shall not be bound to recognize any equitable or otherclaim or interest in such share on the part of any other person, whether or notit shall have express or other notice thereof, save as expressly provided bythe laws of the State of Delaware.

 

19

----

 

# **ARTICLE VII**GENERAL PROVISIONS

# ** **

## Section 1.     DIVIDENDS. Dividends upon the capital stock of the Corporation, subject to theprovisions of the Certificate of Incorporation, if any, may be declared by theBoard of Directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property orin shares of capital stock, subject to the provisions of the Certificate ofIncorporation.

 

## Section 2.     PAYMENT OF DIVIDENDS; DIRECTORS’DUTIES.  Before payment of any dividend there may beset aside out of any funds of the Corporation available for dividends such sumor sums as the directors from time to time, in their absolute discretion, thinkproper as a reserve fund to meet contingencies, or for equalizing dividends, orfor repairing or maintaining any property of the Corporation, or for such otherpurpose as the directors shall think conducive to the interests of the Corporation,and the directors may abolish any such reserve.

 

## Section 3.     CONTRACTSAND CHECKS.  The Board of Directors may authorize anyofficer or officers, agent or agents, to enter into any contract or execute ordeliver any instrument in the name of and on behalf of the Corporation, andsuch authorization may be general or confined to specific instances. In theabsence of other designation, all deeds, mortgages and instruments ofassignment or pledge made by the Corporation shall be executed in the name ofthe Corporation by the Chief Executive Officer, President, a Vice President orthe Chief Financial Officer and the Secretary or an Assistant Secretary, whennecessary or required, shall affix the corporate seal thereto; and when soexecuted no other party to such instrument or any third party shall be requiredto make any inquiry into the authority of the signing officer or officers.  All checks or demands for money and notes ofthe Corporation shall be signed by such officer or officers as the Board ofDirectors may from time to time designate.

 

## Section 4.     FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of theBoard of Directors.

 

## Section 5.     CORPORATE SEAL. The corporate seal shall have inscribed thereon the name of theCorporation, the year of its organization and the words “Corporate Seal,Delaware.” Said seal may be used by causing it or a facsimile thereof to beimpressed or affixed or reproduced or otherwise.

 

## Section 6.     MANNER OFGIVING NOTICE.  Whenever, under the provisions of law or ofthe Certificate of Incorporation or of these Bylaws, notice is required to begiven to any director or stockholder, it shall not be construed to meanpersonal notice, but such notice may be given in writing, by mail, addressed tosuch director or stockholder, at his or her address as it appears on therecords of the Corporation, with postage thereon prepaid, and such notice shallbe deemed to be given at the time when the same shall be deposited in theUnited States mail.  Notice to directorsmay also be given by telegram, facsimile transmission or telephonecommunication.

 

20

----

 

## Section 7.     WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of lawor of the Certificate of Incorporation or of these Bylaws, a waiver thereof inwriting, signed by the person or persons entitled to said notice, whetherbefore or after the time stated therein, shall be deemed equivalent thereto.  Neither the business to be transacted at, northe purpose of, any annual or special meeting of the stockholders of the Boardof Directors need be specified in any waiver of notice of such meeting.

 

## Section 8.     ANNUALSTATEMENT.  The Board of Directors shall present at eachannual meeting, and at any special meeting of the stockholders when called forby vote of the stockholders, a full and clear statement of the business andcondition of the Corporation.

 

# **ARTICLE VIII**AMENDMENT

# ** **

## Section 1.     AMENDMENTBY DIRECTORS.  These Bylaws may be altered, amended orrepealed or new Bylaws may be adopted by the stockholders or by the Board ofDirectors, when such power is conferred upon the Board of Directors by theCertificate of Incorporation, at any regular meeting of the stockholders or ofthe Board of Directors or at any special meeting of the stockholders or of theBoard of Directors, if notice of such alteration, amendment, repeal or adoptionof new Bylaws is contained in the notice of such special meeting. If the power toadopt, amend or repeal Bylaws is conferred upon the Board of Directors by theCertificate of Incorporation, it shall not divest or limit the power of thestockholders to adopt, amend or repeal these Bylaws. Any action taken orauthorized by the Board of Directors, which would be inconsistent with theseBylaws then in effect but is taken or authorized by affirmative vote of notless than the number of directors required to amend the Bylaws so that theBylaws would be consistent with such action, shall be given the same effect asthough the Bylaws had been temporarily amended or suspended so far, but only sofar, as is necessary to permit the specific action so taken or authorized.

 

21

----

** **

**CERTIFICATE OF SECRETARY**

 

I, the undersigned, do hereby certify:

 

(a)           ThatI am duly elected and acting Secretary of FTD Group, Inc., a Delawarecorporation; and

 

(b)           Thatthe foregoing Bylaws constitute the Bylaws of said corporation as duly adoptedby the written consent of the Board of Directors of said corporation as of February 7,2005.

 

IN WITNESS WHEREOF, I have hereuntosubscribed my name as of this 7th day of February, 2005.

 

 
|   |   /s/ Jon R. Burney |   |
|--------|-------------------------------|--------|
|   | Jon R. Burney, Secretary      |

 

S-1

----