Exhibit 4.02


 


 


 


 


 


 


 


 


 


 


BYLAWS


OF


ADAPTEC,
INC.


a
Delaware Corporation


 


 


 


 


 


 


 


 


 


	
  Amended as of

  February 7, 2002

  	
   

  



 


 


 


 


 


 


 


 


 


 


 


 


 

















 


TABLE OF CONTENTS


 


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  CORPORATE
  OFFICES

  	
   

  
	
   

  	
  REGISTERED
  OFFICE

  	
   

  
	
   

  	
  OTHER
  OFFICES

  	
   

  
	
  MEETINGS OF STOCKHOLDERS

  	
   

  
	
   

  	
  PLACE
  OF MEETINGS

  	
   

  
	
   

  	
  ANNUAL
  MEETING

  	
   

  
	
   

  	
  SPECIAL
  MEETING

  	
   

  
	
   

  	
  NOTICE OF
  STOCKHOLDERS’ MEETINGS

  	
   

  
	
   

  	
  MANNER OF
  GIVING NOTICE; AFFIDAVIT OF NOTICE

  	
   

  
	
   

  	
  QUORUM

  	
   

  
	
   

  	
  ADJOURNED MEETING; NOTICE

  	
   

  
	
   

  	
  VOTING

  	
   

  
	
   

  	
  VALIDATION OF
  MEETING; WAIVER OF NOTICE

  	
   

  
	
   

  	
  STOCKHOLDER
  ACTION BY WRITTEN CONSENT WITHOUT A MEETING

  	
   

  
	
   

  	
  RECORD DATE
  FOR STOCKHOLDER NOTICE; VOTING

  	
   

  
	
   

  	
  PROXIES

  	
   

  
	
   

  	
  INSPECTORS OF ELECTION

  	
   

  
	
   

  	
  LIST OF
  STOCKHOLDERS ENTITLED TO VOTE

  	
   

  
	
   

  	
  ADVANCE
  NOTICE OF STOCKHOLDER NOMINATIONS

  	
   

  
	
   

  	
  ADVANCE NOTICE
  OF STOCKHOLDERS BUSINESS

  	
   

  
	
   

  	
  REPRICING OF STOCK OPTIONS

  	
   

  
	
  DIRECTORS

  	
   

  
	
   

  	
  POWERS

  	
   

  
	
   

  	
  NUMBER
  OF DIRECTORS

  	
   

  
	
   

  	
  ELECTION,
  QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

  	
   

  
	
   

  	
  RESIGNATION AND
  VACANCIES

  	
   

  
	
   

  	
  PLACE OF
  MEETINGS; MEETINGS BY TELEPHONE

  	
   

  
	
   

  	
  FIRST
  MEETINGS

  	
   

  
	
   

  	
  REGULAR
  MEETINGS

  	
   

  
	
   

  	
  SPECIAL MEETINGS; NOTICE

  	
   

  
	
   

  	
  QUORUM

  	
   

  
	
   

  	
  WAIVER
  OF NOTICE

  	
   

  
	
   

  	
  ADJOURNMENT

  	
   

  
	
   

  	
  NOTICE OF ADJOURNMENT

  	
   

  
	
   

  	
  BOARD ACTION
  BY WRITTEN CONSENT WITHOUT A MEETING

  	
   

  
	
   

  	
  FEES AND
  COMPENSATION OF DIRECTORS

  	
   

  
	
   

  	
  APPROVAL OF LOANS TO
  OFFICERS

  	
   

  
	
   

  	
  REMOVAL OF DIRECTORS

  	
   

  
	
  COMMITTEES

  	
   

  
	
   

  	
  COMMITTEES OF DIRECTORS

  	
   

  
	
   

  	
  COMMITTEE
  MINUTES

  	
   

  
	
   

  	
  MEETINGS AND ACTION
  OF COMMITTEES

  	
   

  
	
  OFFICERS

  	
   

  
	
   

  	
  OFFICERS

  	
   

  
	
   

  	
  ELECTION OF OFFICERS

  	
   

  
	
   

  	
  SUBORDINATE OFFICERS

  	
   

  
	
   

  	
  REMOVAL AND
  RESIGNATION OF OFFICERS

  	
   

  



 


 


 


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TABLE OF CONTENTS

(continued)


 


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  VACANCIES IN OFFICES

  	
   

  
	
   

  	
  CHAIRMAN OF THE BOARD

  	
   

  
	
   

  	
  CHIEF EXECUTIVE OFFICER

  	
   

  
	
   

  	
  PRESIDENT

  	
   

  
	
   

  	
  CHIEF OPERATING OFFICER

  	
   

  
	
   

  	
  CORPORATE VICE PRESIDENTS

  	
   

  
	
   

  	
  SECRETARY

  	
   

  
	
   

  	
  CHIEF FINANCIAL OFFICER

  	
   

  
	
   

  	
  TREASURER

  	
   

  
	
   

  	
  ADMINISTRATIVE VICE
  PRESIDENTS

  	
   

  
	
   

  	
  AUTHORITY AND DUTIES
  OF OFFICERS

  	
   

  
	
  INDEMNITY

  	
   

  
	
   

  	
  INDEMNIFICATION
  OF DIRECTORS AND OFFICERS

  	
   

  
	
   

  	
  INDEMNIFICATION OF OTHERS

  	
   

  
	
   

  	
  PAYMENT OF EXPENSES IN
  ADVANCE

  	
   

  
	
   

  	
  INDEMNITY NOT EXCLUSIVE

  	
   

  
	
   

  	
  INSURANCE INDEMNIFICATION

  	
   

  
	
  RECORDS
  AND REPORTS

  	
   

  
	
   

  	
  MAINTENANCE AND
  INSPECTION OF RECORDS

  	
   

  
	
   

  	
  MAINTENANCE AND INSPECTION
  OF BYLAWS

  	
   

  
	
   

  	
  MAINTENANCE
  AND INSPECTION OF OTHER CORPORATE RECORDS

  	
   

  
	
   

  	
  INSPECTION BY DIRECTORS

  	
   

  
	
   

  	
  REPRESENTATION
  OF SHARES OF OTHER CORPORATIONS

  	
   

  
	
  GENERAL
  MATTERS

  	
   

  
	
   

  	
  RECORD
  DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

  	
   

  
	
   

  	
  CHECKS

  	
   

  
	
   

  	
  EXECUTION
  OF CORPORATE CONTRACTS AND INSTRUMENTS

  	
   

  
	
   

  	
  STOCK
  CERTIFICATES; PARTLY PAID SHARES

  	
   

  
	
   

  	
  SPECIAL DESIGNATION
  ON CERTIFICATES

  	
   

  
	
   

  	
  LOST
  CERTIFICATES

  	
   

  
	
   

  	
  CONSTRUCTION; DEFINITIONS

  	
   

  
	
   

  	
  DIVIDENDS

  	
   

  
	
   

  	
  FISCAL YEAR

  	
   

  
	
   

  	
  TRANSFER
  OF STOCK

  	
   

  
	
   

  	
  STOCK TRANSFER AGREEMENTS

  	
   

  
	
   

  	
  REGISTERED STOCKHOLDERS

  	
   

  
	
  EMERGENCY PROVISIONS

  	
   

  
	
   

  	
  GENERAL

  	
   

  
	
   

  	
  UNAVAILABLE DIRECTORS

  	
   

  
	
   

  	
  AUTHORIZED NUMBER OF
  DIRECTORS

  	
   

  
	
   

  	
  QUORUM

  	
   

  
	
   

  	
  CREATION OF EMERGENCY
  COMMITTEE

  	
   

  
	
   

  	
  CONSTITUTION OF
  EMERGENCY COMMITTEE

  	
   

  
	
   

  	
  POWERS OF EMERGENCY
  COMMITTEE

  	
   

  
	
   

  	
  DIRECTORS BECOMING
  AVAILABLE

  	
   

  
	
   

  	
  ELECTION OF BOARD OF
  DIRECTORS

  	
   

  
	
   

  	
  TERMINATION OF
  EMERGENCY COMMITTEE

  	
   

  
	
  AMENDMENTS

  	
   

  



 


 


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TABLE OF CONTENTS

(continued)


 


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  DISSOLUTION

  	
   

  
	
  CUSTODIAN

  	
   

  
	
   

  	
  APPOINTMENT
  OF A CUSTODIAN IN CERTAIN CASES

  	
   

  
	
   

  	
  DUTIES
  OF CUSTODIAN

  	
   

  



 


 


 


 


 


 


 


 


 


 


 


 


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BYLAWS

OF

ADAPTEC, INC.


CORPORATE
OFFICES


REGISTERED OFFICE


The registered office of the corporation
shall be fixed in the certificate of incorporation of the corporation.


OTHER OFFICES


The board of directors may at any time
establish other offices at any place or places where the corporation is
qualified to do business.


MEETINGS
OF STOCKHOLDERS


PLACE OF MEETINGS


Meetings of stockholders shall be held at any
place, 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 the corporation.


ANNUAL MEETING


The annual meeting of stockholders shall be
held each year on a date and at a time designated by the board of
directors.  In the absence of such designation,
the annual meeting of stockholders shall be held on the fourth Thursday of
August in each fiscal year at 9:30 a.m. 
However, if such day falls on a legal holiday, then the meeting shall be
held at the same time and place on the next succeeding full business day.  At the meeting, directors shall be elected
and any other proper business may be transacted.


SPECIAL MEETING


A special meeting of the stockholders may be
called at any time by the board of directors, the chairman of the board, the
chief executive officer, the president or by one or more stockholders holding
shares in the aggregate entitled to cast not less than ten percent (10%) of the
votes at that meeting.


If a special meeting is
called by any person or persons other than the board of directors, then the
request shall be in writing, specifying the time of such meeting and the
general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chairman of the board, the chief executive
officer, the president, the chief operating officer, any corporate vice
president or the secretary of the corporation. 
The officer receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote, in accordance with the provisions
of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at
the time requested by the person or persons calling the meeting, so long as
that time is not less than thirty-five (35) nor more than sixty (60) days after
the receipt of the request.  If the
notice is not given within twenty (20) days after receipt of the request, then
the person or persons requesting the meeting may give the notice. Nothing
contained in this paragraph of this Section 2.3 shall be construed as
limiting, fixing or affecting the time when a meeting of stockholders called by
action of the board of directors may be held.


 

















 


NOTICE OF STOCKHOLDERS’
MEETINGS


All notices of meetings with stockholders
shall be in writing and shall be sent or otherwise given in accordance with
Section 2.5 of these bylaws not less than ten (10) (or, if sent by
third-class mail pursuant to Section 2.5 of these bylaws, thirty (30)) nor
more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at such meeting.  The
notice shall specify the place, date, and hour of the meeting, and (I) in
the case of a special meeting, the general nature of the business to be
transacted (no business other than that specified in the notice may be
transacted) or (ii) in the case of the annual meeting, those matters which
the board of directors, at the time of giving the notice, intends to present
for action by the stockholders (but any proper matter may be presented at the
meeting for such action). The notice of any meeting at which directors are to
be elected shall include the name of any nominee or nominees who, at the time
of the notice, management intends to present for election.


MANNER
OF GIVING NOTICE; AFFIDAVIT OF NOTICE


Written notice of any meeting of stockholders
shall be given either personally, by first-class mail, by third-class mail, but
only if the Corporation has outstanding shares held of record by five hundred
(500) or more persons, or by telegraphic or other written communication.  Notices not personally delivered shall be
sent postage prepaid and shall be addressed to the stockholder at the address
of that stockholder appearing on the books of the corporation or given by the
stockholder to the corporation for the purpose of notice.  Notice shall be deemed to have been given at
such time as it is delivered personally or deposited in the mail or sent by
telegram or other means of written communication.


An affidavit of the mailing
or other means of giving any notice of any stockholders’ meeting, executed by
the secretary, assistant secretary or any transfer agent of the corporation
giving the notice, shall be prima facie evidence of the giving of such notice.


QUORUM


The holders of a majority of the shares entitled
to vote, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at all meetings of stockholders, except as
otherwise provided by statute or by the certificate of incorporation.  The stockholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum, if any action taken (other than adjournment) is approved by
at least a majority of the shares required to constitute a quorum.


When a quorum is present at
any meeting, the affirmative vote of holders of a the majority of the stock
having voting power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which, by
express provision of the laws of the State of Delaware or of the certificate of
incorporation or these bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of the question.


ADJOURNED MEETING;
NOTICE


Any stockholders’ meeting, annual or special,
whether or not a quorum is present, may be adjourned from time to time by the
vote of the majority of the shares represented at that meeting, either in
person or by proxy, but in the absence of a quorum, no other business may be
transacted at that meeting, except as provided in Section 2.6 of these bylaws.


When any meeting of
stockholders, either annual or special, is adjourned to another time or place,
unless these bylaws otherwise require, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken.  At the
adjourned meeting the corporation may transact any business that might have
been transacted at the original meeting. 
If the adjournment is for more than forty-five (45) days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the adjourned meeting in accordance with the provisions of
Sections 2.4 and 2.5 of these bylaws.


 


 


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VOTING


The stockholders entitled to vote at any meeting
of stockholders shall be determined in accordance with the provisions of
Section 2.11 of these bylaws, subject to the provisions of
Sections 217 and 218 of the General Corporation Law of Delaware (relating
to voting rights of fiduciaries, pledgers and joint owners of stock and to
voting trusts and other voting agreements).


Except as provided in the last paragraph of
this Section 2.8, or as may be otherwise provided in the certificate of
incorporation, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.


On any matter other than the
election of directors, any stockholder may vote part of the shares in favor of
the proposal and refrain from voting the remaining shares or vote them against
the proposal, but, if the stockholder fails to specify the number of shares
which the stockholder is voting affirmatively, it will be conclusively presumed
that the stockholder’s approving vote is with respect to all shares which the
stockholder is entitled to vote.


If a quorum is present, the
affirmative vote of the majority of the shares represented and voting at a
duly-held meeting (which shares voting affirmatively also constitute at least a
majority of the required quorum) shall be the act of the stockholders, unless
the vote of a great number, or voting by classes, is required by law or by the
certificate of incorporation.


VALIDATION
OF MEETING; WAIVER OF NOTICE


Whenever notice is required to be given under
any provision of the General Corporation Law of Delaware or of the certificate
of incorporation or these bylaws, a written waiver thereof, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. 
Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice unless so required by the certificate
of incorporation or these bylaws.


STOCKHOLDER
ACTION BY WRITTEN CONSENT WITHOUT A MEETING


The stockholders of the corporation may not
take action by written consent without a meeting but must take any such actions
at a duly called annual or special meeting.


RECORD
DATE FOR STOCKHOLDER NOTICE; VOTING


For purposes of determining the stockholders
entitled to notice of any meeting or to vote thereat, the board of directors
may fix, in advance, a record date, which shall not be more than sixty (60)
days nor less than ten (10) days before the date of any such meeting and in such
event only stockholders of record on the date so fixed are entitled to notice
and to vote, notwithstanding any transfer of any shares on the books of the
corporation after the record date.


If the board of directors
does not so fix a record date, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the business day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the business day
next preceding the day on which the meeting is held.


A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting unless the board of
directors fixes a new record date for the adjourned meeting, but the board of
directors shall fix a new record date if the meeting is adjourned for more than
thirty (30) days from the date set for the original meeting.


The record date for any
other purpose shall be as provided in Section 8.1 of these bylaws.


 


 


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PROXIES


Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for him
by a written or electronic proxy, executed by the stockholder and filed with
the secretary of the corporation, 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 written proxy shall be
deemed executed if the stockholder’s name is placed on the proxy (whether by
manual signature, typewriting, telegraphic transmission or otherwise) by the
stockholder or the stockholder’s attorney-in-fact.  An electronic proxy (which may be transmitted via telephone,
e-mail, the Internet or such other electronic means as the Board of Directors
may determine from time to time) shall be deemed executed if the Company
receives an appropriate electronic transmission from the stockholder or the
stockholder’s attorney-in-fact along with a pass code or other identifier which
reasonably establishes the stockholder or the stockholder’s attorney-in-fact as
the sender of such transmission.  The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Section 212(e) of the General Corporation
Law of Delaware.


INSPECTORS OF ELECTION


Before any meeting of
stockholders, the board of directors shall appoint one or more inspectors to
act at the meeting and make a written report thereof.  The board of directors may designate one or more persons as
alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act
at a meeting of stockholders, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting.


Such inspectors shall:


(a)           ascertain the number of shares outstanding and the voting
power of each;


(b)           determine the shares represented at a meeting and the
validity of proxies and ballots;


(c)           count all votes and ballots;


(d)           determine and retain for a reasonable period a record of
the disposition of any challenges made to any determination by the inspectors;
and


(e)           certify their determination of the number of shares
represented at the meeting, and their count of all votes and ballots.


The inspectors may appoint
or retain other persons or entities to assist the inspectors in the performance
of the inspectors’ duties.


LIST
OF STOCKHOLDERS ENTITLED TO VOTE


The officer who has charge
of the stock ledger of a corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder.  Such list shall be
open to the 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 to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.


 


 


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ADVANCE
NOTICE OF STOCKHOLDER NOMINATIONS


Nominations of persons for
election to the board of directors of the corporation may be made at a meeting
of stockholders by or at the direction of the board of directors or by any
stockholder of the corporation entitled to vote in the election of directors at
the meeting who complies with the notice procedures set forth in this Section.  Such nominations, other than those made by
or at the direction of the board of directors, shall be made pursuant to timely
notice in writing to the Secretary of the corporation.  To be timely, a stockholder’s notice shall
be delivered to or mailed and received at the principal executive offices of
the corporation not less than twenty (20) days prior to the meeting; provided,
however, that in the event less than thirty (30) days’ notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made.  Such stockholder’s notice shall
set forth (a) as to each person, if any, whom the stockholder proposes to
nominate for election or re-election as a director:  (i) the name, age, business address and residence address of
such person, (ii) the principal occupation or employment of such person,
(iii) the class and number of shares of the corporation which are
beneficially owned by such person, (iv) any other information relating to
such person that is required by law to be disclosed in solicitations of proxies
for election of directors, and (v) such person’s written consent to being
named as a nominee and to serving as a director if elected; and (b) as to
the stockholder giving the notice: 
(i) the name and address, as they appear on the corporation’s
books, of such stockholder, (ii) the class and number of shares of the
corporation which are beneficially owned by such stockholder, and (iii) a
description of all arrangements or understandings between such stockholder and
each nominee and any other person or persons (naming such person or persons)
relating to the nomination.  At the
request of the board of directors any person nominated by the board of
directors for election as a director shall furnish to the Secretary of the corporation
that information required to be set forth in the stockholder’s notice of
nomination which pertains to the nominee. 
No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in
this Section.  The chairman of the
meeting shall, if the facts warrant, determine and declare at the meeting that
a nomination was not made in accordance with the procedures prescribed by these
bylaws, and if he should so determine, he shall so declare at the meeting and
the defective nomination shall be disregarded.


ADVANCE NOTICE OF
STOCKHOLDERS BUSINESS


At the annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting.  To be
properly brought before an annual meeting, business must be:  (a) as specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the board
of directors, (b) otherwise properly brought before the meeting by or at
the direction of the board of directors, or (c) otherwise properly brought
before the meeting by a stockholder. 
Business to be brought before the meeting by a stockholder shall not be
considered properly brought if the stockholder has not given timely notice thereof
in writing to the Secretary of the corporation.  To be timely, a stockholder’s notice must be delivered to the
principal executive offices of the corporation not less than forty five
(45) days prior to the date on which the corporation first mailed proxy
materials for the prior year’s annual meeting; provided, however,
that if the corporation’s annual meeting of stockholders occurs on a date more
than thirty (30) days earlier or later than the corporation’s prior year’s
annual meeting, then the corporation’s board of directors shall determine a
date a reasonable period prior to the corporation’s annual meeting of
stockholders by which date the stockholders notice must be delivered and
publicize such date in a filing pursuant to the Securities Exchange Act of
1934, as amended, or via press release. 
Such publication shall occur at least ten (10) days prior to the
date set by the Board of Directors.  A
stockholder’s notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and
address of the stockholder proposing such business, (iii) the class and
number of shares of the corporation, which are beneficially owned by the
stockholder, (iv) any material interest of the stockholder in such
business, and (v) any other information that is required by law to be
provided by the stockholder in his capacity as proponent of a stockholder
proposal.  Notwithstanding anything in
these bylaws to the contrary, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in this Section.  The chairman of the annual meeting shall, if
the facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions 


 


 


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of this Section, and, if he
should so determine, he shall so declare at the meeting that any such business
not properly brought before the meeting shall not be transacted.


REPRICING OF STOCK
OPTIONS


The Company shall not
reprice to a lower exercise price any issued and outstanding stock option
granted to any employee, consultant or director of the Company at any time
during the term of such option(other than adjustments for stock splits, stock
dividends, recapitalizations and the like events as provided for in the
documents governing the grant), without the prior approval of the Company’s
stockholders.  This section may be
repealed, modified or amended only by the affirmative vote of the holders of a
majority of the Company’s outstanding stock.


DIRECTORS


POWERS


Subject to the provisions of the General
Corporation Law of Delaware and any limitations in the certificate of
incorporation or these bylaws relating to action required to be approved by the
stockholders or by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the board of directors.


NUMBER OF DIRECTORS


The authorized number of directors shall be
nine (9).  This number may be changed by
a duly adopted amendment to the certificate of incorporation, or by an amendment
to this bylaw adopted by the vote or written consent of the holders of a
majority of the stock issued and outstanding and entitled to vote or by
resolution of a majority of the board of directors.


No reduction of the authorized number of
directors shall have the effect of removing any director before that director’s
term of office expires.


ELECTION, QUALIFICATION
AND TERM OF OFFICE OF DIRECTORS


Except as provided in Section 3.4 of
these bylaws, directors shall be elected at each annual meeting of stockholders
to hold office until the next annual meeting. 
Directors need not be stockholders unless so required by the certificate
of incorporation or these bylaws, wherein other qualifications for directors
may be prescribed.  Each director,
including a director elected to fill a vacancy, shall hold office until his
successor is elected and qualified or until his earlier resignation or removal.


Elections of directors need not be by written
ballot.


RESIGNATION AND
VACANCIES


Any director may resign effective on giving
written notice to the chairman of the board, the president, the secretary or
the board of directors, unless the notice specifies a later time for that
resignation to become effective.  If the
resignation of a director is effective at a future time, the board of directors
may elect a successor to take office when the resignation becomes effective.


Vacancies in the board of
directors may be filled by a majority of the remaining directors, even if less
than a quorum, or by a sole remaining director; provided, a vacancy created by
the removal of a director by the vote of the stockholders or by court order may
be filled only by the affirmative vote of a majority of the shares represented
and voting at a duly held meeting at which a quorum is present (which shares
voting affirmatively also constitute a majority of the required quorum).  Each director so elected shall hold office
until the next annual meeting of the stockholders and until a successor has
been elected and qualified.


A vacancy or vacancies in
the board of directors shall be deemed to exist in the event of the death,
resignation or removal of any director, or if the board of directors by
resolution declares vacant the office of a director who has been declared of
unsound mind by an order of court or convicted of a felony, or if the
authorized number of directors is 


 


 


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increased, or if the
stockholders fail, at any meeting of stockholders at which any director of
directors are elected, to elect the number of directors to be elected at that
meeting.


The stockholders may elect a
director or directors at any time to fill any vacancy or vacancies not filled
by the directors.


If at any time, by reason of
death or resignation or other cause, the corporation should have no directors
in office, then any officer or any stockholder or an executor, administrator,
trustee or guardian of a stockholder, or other fiduciary entrusted with like
responsibility for the person or estate of a stockholder, may call a special
meeting of stockholders in accordance with the provisions of the certificate of
incorporation or these bylaws, or may apply to the Court of Chancery for a
decree summarily ordering an election as provided in Section 211 of the
General Corporation Law of Delaware.


If, at the time of filling
any vacancy or any newly created directorship, the directors then in office
constitute less than a majority of the whole board (as constituted immediately
prior to any such increase), then the Court of Chancery may, upon application
of any stockholder or stockholders holding at least ten (10) percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office as aforesaid, which election shall be governed by
the provisions of Section 211 of the General Corporation Law of Delaware
as far as applicable.


PLACE
OF MEETINGS; MEETINGS BY TELEPHONE


Regular meetings of the board of directors
may be held at any place within or outside the State of Delaware that has been
designated from time to time by resolution of the board.  In the absence of such a designation, regular
meetings shall be held at the principal executive office of the
corporation.  Special meetings of the
board may be held at any place within or outside the State of Delaware that has
been designated in the notice of the meeting or, if not stated in the notice or
if there is no notice, at the principal executive office of the corporation.


Any meeting of the board,
regular or special, may be held by conference telephone or similar
communication equipment, so long as all directors participating in the meeting
can hear one another; and all such directors shall be deemed to be present in
person at the meeting.


FIRST MEETINGS


The first meeting of each newly elected board
of directors shall be held at such time and place as shall be fixed by the vote
of the stockholders at the annual meeting and no notice of such meeting shall
be necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.


REGULAR MEETINGS


Regular meetings of the board of directors
may be held without notice at such time and at such place as shall from time to
time be determined by the board.


SPECIAL MEETINGS; NOTICE


Special meetings of the board of directors
for any purpose or purposes may be called at any time by the chairman of the
board, the chief executive officer, the president, the chief operating officer
or any two (2) directors.


Notice of the date, time and
place of special meetings shall be delivered personally, by telephone,
facsimile, telegram, electronic mail or other comparable communication
equipment to each director or sent by first-class mail, charges prepaid,
addressed to each director at that director’s address as it is shown on the
records of the corporation.  If the
notice is mailed, it shall be deposited in the United States mail at least four
(4) days before the time of the holding of the 


 


 


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meeting.  If the notice is delivered personally or by
telephone, facsimile, telegram, electronic mail or other comparable
communication equipment, it shall be delivered at least twelve (12) hours
before the time of the holding of the meeting. 
Any notice given personally or by telephone, facsimile, telegram,
electronic mail or other comparable communication equipment may be communicated
either to the director or to a person at the office of the director who the
person giving the notice has reason to believe will promptly communicate it to
the director.  The notice need not
specify the purpose or the place of the meeting, if the meeting is to be held
at the principal executive office of the corporation.


QUORUM


A majority of the authorized number of
directors shall constitute a quorum for the transaction of business, except to
adjourn as provided in Section 3.11 of these bylaws.  Every act or decision done or made by a
majority of the directors present at a duly held meeting at which a quorum is
present shall be regarded as the act of the board of directors, subject to the
provisions of the certificate of incorporation and applicable law.


A meeting at which a quorum
is initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for that meeting.


WAIVER OF NOTICE


Whenever notice is required to be given under
any provision of the General Corporation Law of Delaware or of the certificate
of incorporation or these bylaws, a written waiver thereof, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice.  Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. 
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice unless so required
by the certificate of incorporation or these bylaws.


ADJOURNMENT


A majority of the directors present, whether
or not constituting a quorum, may adjourn any meeting to another time and
place.


NOTICE OF ADJOURNMENT


Notice of the time and place of holding an
adjourned meeting need not be given, unless the meeting is adjourned for more
than twenty-four (24) hours, in which case notice of the time and place shall
be given before the time of the adjourned meeting, in the manner specified in
Section 3.8 of these bylaws, to the directors who were not present at the
time of the adjournment.


BOARD
ACTION BY WRITTEN CONSENT WITHOUT A MEETING


Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the board of directors, or of any committee
thereof, may be taken without a meeting if all members of the board or
committee, as the case may be, shall individually or collectively consent
thereto in writing.  Such action by
written consent shall have the same force and effect as a unanimous vote of the
board of directors.  Such written
consent and any counterparts thereof shall be filed with the minutes of the
proceedings of the board.


FEES AND COMPENSATION OF
DIRECTORS


Directors and members of committees may
receive such compensation, if any, for their services and such reimbursement of
expenses as may be fixed or determined by resolution of the board of
directors.  This Section 3.14 shall
not be construed to preclude any director from serving the corporation in any
other capacity as an officer, agent, employee or otherwise and receiving
compensation for those services.


 


 


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APPROVAL OF LOANS TO
OFFICERS


The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiary, including any officer or employee who
is a director of the corporation or its subsidiary, whenever, in the judgment
of the directors, such loan, guaranty or assistance may reasonably be expected
to benefit the corporation.  The loan,
guaranty or other assistance may be with or without interest and may be
unsecured, or secured in such manner as the board of directors shall approve,
including, without limitation, a pledge of shares of stock of the
corporation.  Nothing in this section
contained shall be deemed to deny, limit or restrict the powers of guaranty or
warranty of the corporation at common law or under any statute.


REMOVAL OF DIRECTORS


Unless otherwise restricted by statute, by
the certificate of incorporation or by these bylaws, any director or the entire
board of directors may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors.


No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of such director’s term of office.


COMMITTEES


COMMITTEES OF DIRECTORS


The board of directors may, by resolution
adopted by a majority of the authorized number of directors, designate one (1)
or more committees, each consisting of two (2) or more directors, to serve at
the pleasure of the board.  The board
may designate one (1) or more directors as alternate members of any committee,
who may replace any absent member at any meeting of the committee.  The appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of directors.  Any committee, to the
extent provided in the resolution of the board, shall have all the authority of
the board, except with respect to (I) amend the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the board of directors as provided in Section 151(a) of the General
Corporation Law of Delaware, fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of assets
of the corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation), (ii) adopt an
agreement of merger or consolidation under Sections 251 or 252 of the
General Corporation Law of Delaware, (iii) recommend to the stockholders
the sale, lease or exchange of all or substantially all of the corporation’s
property and assets, (iv) recommend to the stockholders a dissolution of
the corporation or a revocation of a dissolution, or (v) adopt a
certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware.


COMMITTEE MINUTES


Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when required.


MEETINGS AND ACTION OF
COMMITTEES


Meetings and actions of committees shall be
governed by, and held and taken in accordance with, the provisions of
Article III of these bylaws, Section 3.5 (place of meetings and
meetings by telephone), Section 3.7 (regular meetings), Section 3.8
(special meetings and notice), Section 3.9 (quorum), Section 3.10
(waiver of notice), Section 3.11 (adjournment), Section 3.12 (notice
of adjournment), and Section 3.13 (action without a meeting), with such
changes in the context of those bylaws as are necessary to substitute the
committee and its members for the board of directors and its members; provided,
however, that the time of regular meetings of committees may also be called by
resolution of the board of directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The board of directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these bylaws.


 


 


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OFFICERS


OFFICERS


The officers of the corporation shall be a
president, a secretary, and a chief financial officer.  The corporation may also have, at the
discretion of the board of directors, a chairman of the board, a chief
executive officer, a chief operating officer, a treasurer, one or more
corporate vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and any such other officers as may be appointed in accordance with
the provisions of Section 5.3 of these bylaws.  Any number of offices may be held by the same person.


In addition to the officers
of the corporation described above, there may also be such administrative vice
presidents of the corporation as may be designated and appointed from time to
time by the chief executive officer of the corporation in accordance with the
provisions of Section 5.14 of these bylaws.


ELECTION OF OFFICERS


The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of
Sections 5.3 or 5.5 of these bylaws, shall be chosen by the board of
directors, subject to the rights, if any, of an officer under any contract of
employment.


SUBORDINATE OFFICERS


The board of directors may appoint, or
empower the president to appoint, such other officers and agents as the
business of the corporation may require, each of whom shall hold office for
such period, have such authority, and perform such duties as are provided in
these bylaws or as the board of directors may from time to time determine.


REMOVAL
AND RESIGNATION OF OFFICERS


Subject to the rights, if any, of an officer
under any contract of employment, any officer may be removed, either with or
without cause, by an affirmative vote of the majority of the board of directors
at any regular or special meeting of the board or, except in the case of an
officer chosen by the board of directors, by any officer upon whom such power of
removal may be conferred by the board of directors.


Any officer may resign at
any time by giving written notice to the corporation.  Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall not
be necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.


VACANCIES IN OFFICES


A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in these bylaws for regular appointments to that office.


CHAIRMAN OF THE BOARD


The chairman of the board, if such an officer
be elected, shall, if present, preside at meetings of the board of directors
and exercise and perform such other powers and duties as may from time to time
be assigned to him by the board of directors or as may be prescribed by these
bylaws.  If there is no chief executive
officer, then the chairman of the board shall also have the powers and duties
prescribed in Section 5.7 of these bylaws.


CHIEF EXECUTIVE OFFICER


Subject to such supervisory powers, if any,
as may be given by the board of directors to the chairman of the board, if
there be such an officer, the chief executive officer of the corporation shall,
subject to the control of the board of directors, have general supervision,
direction, and control of the business and the officers of the
corporation.  He shall preside at all
meetings of the stockholders and, in the absence of the chairman of the board,
or if there be none, at all meetings of the board of directors.  He shall have the general powers and duties
of management usually vested in the 


 


 


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office of president of a corporation and
shall have such other powers and duties as may be prescribed by the board of
directors or these bylaws.


PRESIDENT


The president of the corporation shall have
such powers and perform such duties as prescribed by the board of directors or
these bylaws.  In the absence or
disability of the chief executive officer or if there be no such officer, then
the president shall have the same powers and be subject to the same
restrictions set forth in Section 5.7.


CHIEF OPERATING OFFICER


The chief operating officer shall have such
powers and perform such duties as prescribed by the board of directors or these
bylaws.  In the absence or disability of
the chief executive officer, if there be such an officer, the president and the
chairman of the board, the chief operating officer shall perform the duties of
chief executive officer and president, and when so acting shall have all the
powers, and be subject to all the restrictions set forth in Section 5.7.


CORPORATE VICE
PRESIDENTS


In the absence or disability of the chief
executive officer,  if there be such an
officer, the president, the chairman of the board and the chief operating
officer, if there be such an officer, the corporate vice presidents, if any, in
order of their rank as fixed by the board of directors or, if not ranked, a
corporate vice president designated by the board of directors, shall perform
all the duties of the chief executive officer and president and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
chief executive officer and president. 
The corporate vice presidents shall also have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the board of directors or these bylaws.


SECRETARY


The secretary shall keep or cause to be kept,
at the principal executive office of the corporation, or such other place as
the board of directors may direct, a book of minutes of all meetings and
actions of directors, committees of directors, and stockholders, with the time
and place of holding, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors’
meetings or committee meetings, the number of shares present or represented at
stockholders’ meetings, and the proceedings thereof.


The secretary shall keep, or
cause to be kept, at the principal executive office of the corporation or at
the office of the corporation’s transfer agent or registrar, as determined by
resolution of the board of directors, a share register, or a duplicate share
register, showing the names of all stockholders and their addresses, the number
and classes of shares held by each, the number and date of certificates
evidencing such shares, and the number and date of cancellation of every
certificate surrendered for cancellation.


The secretary shall give, or
cause to be given, notice of all meetings of the stockholders and of the board
of directors required by these bylaws or by law to be given, and he shall keep
the seal of the corporation, if one be adopted, in safe custody and shall have
such other powers and perform such other duties as may be prescribed by the board
of directors or by these bylaws.


CHIEF FINANCIAL OFFICER


The chief financial officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct books and
records of accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares. 
The books of account shall at all reasonable times be open to inspection
by any director.


The chief financial officer shall
deposit all money and other valuables in the name and to the credit of the
corporation with such depositories as may be designated by the board of
directors.  He shall disburse the funds
of the corporation as may be ordered by the board of directors, shall render to
the president and directors, whenever they request it, an account 


 


 


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of all of his transactions
as chief financial officer and of the financial condition of the corporation,
and shall have such other powers and perform such other duties as may be
prescribed by the board of directors or these bylaws.


TREASURER


In the absence or disability of the chief
financial officer, the treasurer shall perform all the duties of the chief
financial officer and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the chief financial officer.  The treasurer shall have such other powers
and perform such other duties as from time to time may be prescribed
respectively by the board of directors or these bylaws.


ADMINISTRATIVE VICE
PRESIDENTS


In addition to the corporate vice presidents
of the corporation as provided in Section 5.10 of these bylaws and such
subordinate officers as may be appointed in accordance with section 5.3 of
these bylaws, there may also be such administrative vice presidents of the
corporation as may be designated and appointed from time to time by the chief
executive officer of the corporation. 
Administrative vice presidents shall perform such duties and have such
powers as from time to time may be determined by the chief executive officer or
the board of directors in order to assist the officers of the corporation in
the furtherance of their duties.  In the
performance of such duties and the exercise of such powers, however, such
administrative vice presidents shall have limited authority to act on behalf of
the corporation as the board of directors shall establish, including but not
limited to limitations on the dollar amount and on the scope of the agreements
or commitments that may be made by such administrative vice presidents on
behalf of the corporation, which limitations may not be exceeded by such
individuals or altered by the chief executive officer without further approval
by the board of directors.


AUTHORITY AND DUTIES OF
OFFICERS


In addition to the foregoing authority and
duties, all officers of the corporation shall respectively have such authority
and perform such duties in the management of the business of the corporation as
may be designated from time to time by the board of directors or the
stockholders.


INDEMNITY


INDEMNIFICATION
OF DIRECTORS AND OFFICERS


The corporation shall, to the maximum extent
and in the manner permitted by the General Corporation Law of Delaware as the
same now exists or may hereafter be amended, indemnify any person against
expenses (including attorneys’ fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with any threatened,
pending or completed action, suit, or proceeding in which such person was or is
a party or is threatened to be made a party by reason of the fact that such
person is or was a director or officer of the corporation.  For purposes of this Section 6.1, a
“director” or “officer” of the corporation shall mean any person (I) who
is or was a director or officer of the corporation, (ii) who is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was a director or officer of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor
corporation.


The corporation shall be
required to indemnify a director or officer in connection with an action, suit,
or proceeding (or part thereof) initiated by such director or officer only if
the initiation of such action, suit, or proceeding (or part thereof) by the
director or officer was authorized by the board of Directors of the corporation.


Any repeal or modification
of the foregoing provisions of this Article shall not adversely affect any
right or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.


INDEMNIFICATION OF
OTHERS


The corporation shall have the power, to the
maximum extent and in the manner permitted by the General Corporation Law of
Delaware as the same now exists or may hereafter be amended, to indemnify each
of its employees and agents (other than directors and officers) against
expenses (including attorneys’ fees), judgments, fines, and amounts paid in 


 


 


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settlement actually and reasonably incurred
in connection with any threatened, pending or completed action, suit, or
proceeding, in which such person was or is a party or is threatened to be made
a party by reason of the fact that such person is or was an employee or agent
of the corporation.  For purposes of
this Section 6.2, an “employee” or “agent” of the corporation (other than
a director or officer) shall mean any person (I) who is or was an employee
or agent of the corporation, (ii) who is or was serving at the request of
the corporation as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or (iii) who was an employee or
agent of a corporation which was a predecessor corporation of the corporation
or of another enterprise at the request of such predecessor corporation.


PAYMENT OF EXPENSES IN
ADVANCE


The corporation shall pay the expenses
(including attorney’s fees) incurred by a director or officer of the
corporation entitled to indemnification hereunder in defending any action, suit
or proceeding referred to in this Section 6.1 in advance of its final
disposition; provided, however, that payment of expenses incurred by a director
or officer of the corporation in advance of the final disposition of such
action, suit or proceeding shall be made only upon receipt of an undertaking by
the director or officer to repay all amounts advanced if it should ultimately
be determined that the director or officer is not entitled to be indemnified
under this Section 6.1 or otherwise.


INDEMNITY NOT EXCLUSIVE


The rights conferred on any person by this
Article shall not be exclusive of any other rights which such person may have
or hereafter acquire under any statute, provision of the corporation’s
Certificate of Incorporation, these bylaws, agreement, vote of the stockholders
or disinterested directors or otherwise.


INSURANCE
INDEMNIFICATION


The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under the
provisions of the General Corporation Law of Delaware.


RECORDS
AND REPORTS


MAINTENANCE
AND INSPECTION OF RECORDS


The corporation shall, either at its
principal executive office or at such place or places as designated by the
board of directors, keep a record of its stockholders listing their names and
addresses and the number and class of shares held by each stockholder.


Any stockholder of record,
in person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the corporation’s stock ledger and a list of
its stockholders and to make copies or extracts therefrom.  A proper purpose shall mean a purpose
reasonably related to such person’s interest as a stockholder.  In every instance where an attorney or other
agent is the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing that
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered
office in Delaware or at its principal place of business.


The officer who has charge
of the stock ledger of a corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder.  Such list shall be
open to the 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 to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place 


 


 


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where the meeting is to be
held.  The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof,
and may be inspected by any stockholder who is present.


The record of stockholders
shall also be open to inspection on the written demand of any stockholder or
holder of a voting trust certificate, at any time during usual business hours,
for a purpose reasonably related to the holder’s interests as a stockholder or
as the holder of a voting trust certificate.


Any inspection and copying
under this Section 7.1 may be made in person or by an agent or attorney of
the stockholder or holder of a voting trust certificate making the demand.


MAINTENANCE
AND INSPECTION OF BYLAWS


The corporation shall keep at its principal
executive office, or if its principal executive office is not in the State of
California, at its principal business office in such state, the original or a
copy of these bylaws as amended to date, which bylaws shall be subject to
inspection by the stockholders at all reasonable times during office
hours.  If the principal executive
office of the corporation is outside the State of California and the
corporation has no principal business office in such state, the secretary
shall, upon the written request of any stockholder, furnish to that stockholder
a copy of these bylaws as amended to date.


MAINTENANCE
AND INSPECTION OF OTHER CORPORATE RECORDS


The accounting books and records, and the
minutes of proceedings of the stockholders and the board of directors and any
committee or committees of the board of directors, shall be kept at such place
or places designated by the board of directors or, in absence of such
designation, at the principal executive office of the corporation.  The minutes shall be kept in written form
and the accounting books and records shall be kept either in written form or in
any other form capable of being converted into written form.


The minutes and accounting
books and records shall be open to inspection upon the written demand of any
stockholder or holder of a voting trust certificate, at any reasonable time
during usual business hours, for a purpose reasonably related to the holder’s
interests as a stockholder or as the holder of a voting trust certificate.  The inspection may be made in person or by
an agent or attorney, and shall include the right to copy and make
extracts.  Such rights of inspection
shall extend to the records of each subsidiary corporation of the corporation.


INSPECTION BY DIRECTORS


Every director shall have the absolute right
at any reasonable time to inspect all books, records and documents of every
kind and the physical properties of the corporation and each of its subsidiary
corporations.  Such inspection by a
director may be made in person or by an agent or attorney, and the right of
inspection includes the right to copy and make extracts of documents.


The corporation shall also,
on the written request of any stockholder, mail to the stockholder a copy of
the last annual, semi-annual or quarterly income statement which it has
prepared, and a balance sheet as of the end of that period.


The quarterly income
statements and balance sheets referred to in this section shall be accompanied
by the report, if any, of any independent accountants engaged by the
corporation or the certificate of an authorized officer of the corporation that
the financial statements were prepared without audit from the books and records
of the corporation.


REPRESENTATION
OF SHARES OF OTHER CORPORATIONS


The chairman of the board, the chief
executive officer, the president, the chief operating officer, any corporate
vice president, the treasurer, the secretary or the chief financial officer of
this corporation, or any other person authorized by the board of directors or
the president or a vice president, is authorized to vote, represent, and
exercise on behalf of this corporation all rights incident to any and all
shares of any other corporation or corporations standing in the name of this
corporation.  The authority granted
herein may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by such person
having the authority.


 


 


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GENERAL
MATTERS


RECORD
DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING


For purposes of determining the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any  other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than
sixty (60) days before any such action. 
In that case, only stockholders of record at the close of business on
the date so fixed are entitled to receive the dividend, distribution or
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation
after the record date so fixed, except as otherwise provided by law.


If the board of directors
does not so fix a record date, then the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the board adopts the applicable resolution, or the sixtieth (60th) day
before the date of that action, whichever is later.


CHECKS


From time to time, the board of directors
shall determine by resolution which person or persons may sign or endorse all
checks, drafts, other orders for payment of money, notes or other evidences of
indebtedness that are issued in the name of or payable to the corporation, and
only the persons so authorized shall sign or endorse those instruments.


EXECUTION
OF CORPORATE CONTRACTS AND INSTRUMENTS


The board of directors, except as otherwise
provided in these bylaws, may authorize any officer or officers, or agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the corporation; such authority may be general or confined to
specific instances.  Unless so
authorized or ratified by the board of directors or within the agency power of
an officer, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or
to render it liable for any purpose or for any amount.


STOCK
CERTIFICATES; PARTLY PAID SHARES


The shares of a corporation shall be
represented by certificates, provided that the board of directors of the
corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to
the corporation.  Notwithstanding the
adoption of such a resolution by the board of directors, every holder of stock
represented by certificates and upon request every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of the
corporation by the chairman or vice-chairman of the board of directors, or the
president or vice-president, and by the chief financial officer or an assistant
treasurer, or the secretary or an assistant secretary of such corporation
representing the number of shares registered in certificate form.  Any or all of the signatures on the
certificate may be a facsimile.  In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate has ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.


The corporation may issue
the whole or any part of its shares as partly paid and subject to call for the
remainder of the consideration to be paid therefor.  Upon the face or back of each stock certificate issued to
represent any such partly paid shares, upon the books and records of the
corporation in the case of uncertificated partly paid shares, the total amount
of the consideration to be paid therefor and the amount paid thereon shall be
stated.  Upon the declaration of any
dividend on fully paid shares, the corporation shall declare a dividend upon
partly paid shares of the same class, but only upon the basis of the percentage
of the consideration actually paid thereon.


SPECIAL
DESIGNATION ON CERTIFICATES


If the corporation is authorized to issue
more than one class of stock or more than one series of any class, then the
powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth 


 


 


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in full or summarized on the face or back of
the certificate that the corporation shall issue to represent such class or
series of stock; provided, however, that, except as otherwise provided in
Section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements there may be set forth on the face or back of the
certificate that the corporation shall issue to represent such class or series
of stock a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, the designations, the preferences, and
the relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.


LOST CERTIFICATES


Except as provided in this Section 8.6,
no new certificates for shares shall be issued to replace a previously issued
certificate unless the latter is surrendered to the corporation and canceled at
the same time.  The corporation may
issue a new certificate of stock or uncertificated shares in the place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it
on account of the alleged loss, theft or destruction of any such certificate or
the issuance of such new certificate or uncertificated shares.


CONSTRUCTION;
DEFINITIONS


Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the Delaware
General Corporation Law shall govern the construction of these bylaws.  Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term “person” includes both a corporation and a natural
person.


DIVIDENDS


The directors of the corporation, subject to
any restrictions contained in the certificate of incorporation, may declare and
pay dividends upon the shares of its capital stock pursuant to the General
Corporation Law of Delaware.  Dividends
may be paid in cash, in property, or in shares of the corporation’s capital
stock.


The directors of the
corporation may set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and may abolish any
such reserve. Such purposes shall include but not be limited to equalizing
dividends, repairing or maintaining any property of the corporation, and
meeting contingencies.


FISCAL YEAR


The fiscal year of the corporation shall be
fixed by resolution of the board of directors and may be changed by the board
of directors.


TRANSFER OF STOCK


Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction in its books.


STOCK TRANSFER
AGREEMENTS


The corporation shall have power to enter
into and perform any agreement with any number of stockholders of any one or
more classes of stock of the corporation to restrict the transfer of shares of
stock of the corporation of any one or more classes owned by such stockholders
in any manner not prohibited by the General Corporation Law of Delaware.


REGISTERED STOCKHOLDERS


The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, shall be entitled to
hold liable for calls and assessments the person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or 


 


 


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interest in such share or shares on the part of
another person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.


EMERGENCY
PROVISIONS


GENERAL


The provisions of this Article shall be
operative only during a national emergency declared by the President of the
United States or the person performing the President’s functions, or in the
event of a nuclear, atomic, or other attack on the United States or a disaster
making it impossible or impracticable for the corporation to conduct its business
without recourse to the provisions of this Article.  The provisions of this Article in that event shall override all
other Bylaws of the corporation in conflict with any provisions of this
Article, and shall remain operative so long as it remains impossible or
impracticable to continue the business of the corporation otherwise, but
thereafter shall be inoperative; provided that all actions taken in good faith
pursuant to such provisions shall thereafter remain in full force and effect
unless and until revoked by action taken pursuant to the provisions of the
bylaws other than those contained in this Article.


UNAVAILABLE DIRECTORS


All directors of the corporation who are not
available to perform their duties as directors by reason of physical or mental
incapacity or for any other reason or who are unwilling to perform their duties
or whose whereabouts are unknown shall automatically cease to be directors,
with like effect as if they had resigned as directors, so long as such
unavailability continues.


AUTHORIZED NUMBER OF
DIRECTORS


The authorized number of directors shall be
the number of directors remaining after eliminating those who have ceased to be
directors pursuant to Section 9.2 of these bylaws, or the minimum number
required by law, whichever number is greater.


QUORUM


The number of  directors necessary to constitute a quorum shall be one-third of
the authorized number of directors as specified in Section 9.3 of these bylaws,
or such other minimum number as, pursuant to the law or lawful decree then in
force, it is possible for the bylaws of a corporation to specify.


CREATION OF EMERGENCY
COMMITTEE


If the number of directors remaining after
eliminating those who have ceased to be directors pursuant to Section 9.2
of these bylaws is less than the minimum number of authorized directors
required by law, then until the appointment of additional directors to make up
such required minimum, all the powers and authority which the board of
directors could by law delegate, including all powers and authority which the
board of directors could delegate to a committee, shall be automatically  vested in an emergency committee, and the
emergency committee shall thereafter manage the affairs of the corporation
pursuant to such powers and authority and shall have all such other powers and
authority as law or lawful decree may confer on any person or body of persons
during a period of emergency.


CONSTITUTION
OF EMERGENCY COMMITTEE


The emergency committee shall consist of all
the directors remaining after eliminating those who have ceased to be directors
pursuant to Section 9.2 of these bylaws, 
provided that those remaining directors are not less than three in
number.  If the remaining directors
number less than three, the emergency committee shall consist of three persons,
who shall be the remaining director or directors and either one or two officers
or employees of the corporation, as the remaining director or directors may in
writing designate.  If there is no
remaining director, the emergency committee shall consist of the three most
senior officers of the corporation who are available to serve, and if and to
the extent that officers are not available, the most senior employees of the
corporation.  Seniority shall be
determined in accordance with any designation of seniority in the minutes of
the proceedings of the board of directors, and in the absence of such
designation, shall be determined by rate of remuneration.  If there are no remaining directors and no
officers or 


 


 


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employees of the corporation available, the
emergency committee shall consist of three persons designated in writing by the
stockholder owning the largest number of shares of record as of the date of the
last record date.


POWERS OF EMERGENCY COMMITTEE


The emergency committee, once appointed,
shall govern its own procedures and shall have power to increase the number of
members thereof beyond the original number, and if a vacancy or vacancies
therein arises at any time, the remaining member or members of the emergency
committee shall have the power to fill such vacancy or vacancies.  If, at any time after its appointment, all
members of the emergency committee shall die or resign or become unavailable to
act for any reason whatsoever, a new emergency committee shall be appointed in
accordance with the foregoing provisions of this Article.


DIRECTORS BECOMING
AVAILABLE


Any person who has ceased to be a director
pursuant to the provisions of Section 9.2 of these bylaws and who thereafter
becomes available to serve as a director shall automatically become a member of
the emergency committee.


ELECTION OF BOARD OF
DIRECTORS


The emergency committee shall, as soon after
its appointment as is practicable, take all requisite action to secure the
election of a board of directors, and, upon such election, all the powers and
authorities of the emergency committee shall cease.


TERMINATION
OF EMERGENCY COMMITTEE


If after the appointment of an emergency
committee, a sufficient number of persons who ceased to be directors pursuant
to Section 9.2 of these bylaws become available to serve as directors, so that
if they had not ceased to be directors as aforesaid, there would be enough
directors to constitute the minimum number of directors required by law, then
all such persons shall automatically be deemed to be reappointed as directors
and the powers and authorities of the emergency committee shall be at an end.


AMENDMENTS


The original or other bylaws of the
corporation may be adopted, amended or repealed by the stockholders entitled to
vote; provided, however, that the corporation may, in its certificate of
incorporation, confer the power to adopt, amend or repeal bylaws upon the
directors.  The fact that such power has
been so conferred upon the directors shall not divest the stockholders of the
power, nor limit their power to adopt, amend or repeal bylaws.


DISSOLUTION


If it should be deemed advisable in the
judgment of the board of directors of the corporation that the corporation
should be dissolved, the board, after the adoption of a resolution to that
effect by a majority of the whole board at any meeting called for that purpose,
shall cause notice to be mailed to each stockholder entitled to vote thereon of
the adoption of the resolution and of a meeting of stockholders to take action
upon the resolution.


At the meeting a vote shall
be taken for and against the proposed dissolution.  If a majority of the outstanding stock of the corporation
entitled to vote thereon votes for the proposed dissolution, then a certificate
stating that the dissolution has been authorized in accordance with the
provisions of Section 275 of the General Corporation Law of Delaware and
setting forth the names and residences of the directors and officers shall be
executed, acknowledged, and filed and shall become effective in accordance with
Section 103 of the General Corporation Law of Delaware.  Upon such certificate’s becoming effective
in accordance with Section 103 of the General Corporation Law of Delaware,
the corporation shall be dissolved.


Whenever all the
stockholders entitled to vote on a dissolution consent in writing, either in
person or by duly authorized attorney, to a dissolution, no meeting of
directors or stockholders shall be necessary. 
The consent shall be filed and shall become effective in accordance with
Section 103 of the General Corporation Law of Delaware.  Upon such consent’s becoming effective in
accordance with Section 103 of the General Corporation Law of Delaware, the
corporation shall 


 


 


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be dissolved.  If the consent is signed by an attorney,
then the original power of attorney or a photocopy thereof shall be attached to
and filed with the consent.  The consent
filed with the Secretary of State shall have attached to it the affidavit of
the secretary or some other officer of the corporation stating that the consent
has been signed by or on behalf of all the stockholders entitled to vote on a
dissolution; in addition, there shall be attached to the consent a certification
by the secretary or some other officer of the corporation setting forth the
names and residences of the directors and officers of the corporation.


CUSTODIAN


APPOINTMENT
OF A CUSTODIAN IN CERTAIN CASES


The Court of Chancery, upon application of
any stockholder, may appoint one or more persons to be custodians and, if the
corporation is insolvent, to be receivers, of and for the corporation when:


at any meeting held for the election of
directors the stockholders are so divided that they have failed to elect
successors to directors whose terms have expired or would have expired upon
qualification of their successors; or


the business of the corporation is suffering or
is threatened with irreparable injury because the directors are so divided
respecting the management of the affairs of the corporation that the required
vote for action by the board of directors cannot be obtained and the
stockholders are unable to terminate this division; or


the corporation has abandoned its business and
has failed within a reasonable time to take steps to dissolve, liquidate or
distribute its assets.


DUTIES OF CUSTODIAN


The custodian shall have all the powers and
title of a receiver appointed under Section 291 of the General Corporation
Law of Delaware, but the authority of the custodian shall be to continue the
business of the corporation and not to liquidate its affairs and distribute its
assets, except when the Court of Chancery otherwise orders and except in cases
arising under Sections 226(a)(3) or 352(a)(2) of the General Corporation
Law of Delaware.


 


 


 


 


 


 


 


 


 


 


 


 


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