Exhibit
3.2
  BYLAWS
 OF
 GEEKNET,
INC.
 A
DELAWARE CORPORATION
 (as
amended and restated October 29, 2009, and amended August 9, 2011)
 TABLE
OF CONTENTS
 
 ARTICLE
      I CORPORATE OFFICES1.1
                        
                        REGISTERED
      OFFICE
                        
                        11.2
                        
                        OTHER
      OFFICES
                        
                        1ARTICLE
      II MEETINGS OF STOCKHOLDERS2.1
                        
                        PLACE
      OF MEETINGS
                        
                        12.2
                        
                        ANNUAL
      MEETING
                        
                        12.3
                        
                        SPECIAL
      MEETING
                        
                        12.4
                        
                        NOTICE
      OF STOCKHOLDERS' MEETINGS
                        
                        22.5
                        
                        ADVANCE
      NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS
                        
                        22.6
                        
                        MANNER
      OF GIVING NOTICE; AFFIDAVIT OF NOTICE
                        
                        22.7
                        
                        QUORUM
                        
                        32.8
                        
                        ADJOURNED
      MEETING; NOTICE
                        
                        32.9
                        
                        VOTING
                        
                        32.10
                        
                        WAIVER
      OF NOTICE
                        
                        32.11
                        
                        STOCKHOLDER
      ACTION BY WRITTEN CONSENT WITHOUT A MEETING
                        
                        42.12
                        
                        RECORD
      DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
                        
                        42.13
                        
                        PROXIES
                        
                        42.14
                        
                        LIST
      OF STOCKHOLDERS ENTITLED TO VOTE
                        
                        42.15
                        
                        CONDUCT
      OF BUSINESS
                        
                        5ARTICLE
      III DIRECTORS53.1
                        
                        POWERS
                        
                        53.2
                        
                        NUMBER
                        
                        53.3
                        
                        CLASSES
      OF DIRECTORS
                        
                        53.4
                        
                        RESIGNATION
      AND VACANCIES
                        
                        63.5
                        
                        PLACE
      OF MEETINGS; MEETINGS BY TELEPHONE
                        
                        63.6
                        
                        REGULAR
      MEETINGS
                        
                        63.7
                        
                        SPECIAL
      MEETINGS; NOTICE
                        
                        63.8
                        
                        QUORUM
                        
                        73.9
                        
                        WAIVER
      OF NOTICE
                        
                        73.10
                        
                        ADJOURNED
      MEETING; NOTICE
                        
                        73.11
                        
                        CONDUCT
      OF BUSINESS
                        
                        73.12
                        
                        BOARD
      ACTION BY WRITTEN CONSENT WITHOUT A MEETING
                        
                        73.13
                        
                        FEES
      AND COMPENSATION OF DIRECTORS
                        
                        73.14
                        
                        REMOVAL
      OF DIRECTORS
                        
                        7
  
 
 ARTICLE
      IV COMMITTEES4.1
                      
                      COMMITTEES
      OF DIRECTORS
                      
                      84.2
                      
                      COMMITTEE
      MINUTES
                      
                      84.3
                      
                      MEETINGS
      AND ACTION OF COMMITTEES
                      
                      8ARTICLE
      V OFFICERS5.1
                      
                      OFFICERS
                      
                      85.2
                      
                      APPOINTMENT
      OF OFFICERS
                      
                      95.3
                      
                      REMOVAL
      AND RESIGNATION OF OFFICERS
                      
                      95.4
                      
                      CHAIRMAN
      OF THE BOARD
                      
                      95.5
                      
                      CHIEF
      EXECUTIVE OFFICER
                      
                      95.6
                      
                      PRESIDENT
                      
                      95.7
                      
                      VICE
      PRESIDENT
                      
                      105.8
                      
                      SECRETARY
                      
                      105.9
                      
                      CHIEF
      FINANCIAL OFFICER
                      
                      105.10
                      
                      ASSISTANT
      SECRETARY
                      
                      105.11
                      
                      AUTHORITY
      AND DUTIES OF OFFICERS
                      
                      10ARTICLE
      VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
      AGENTS6.1
                      
                      INDEMNIFICATION
      OF DIRECTORS AND OFFICERS
                      
                      116.2
                      
                      INDEMNIFICATION
      OF OTHERS
                      
                      116.3
                      
                      INSURANCE
                      
                      116.4
                      
                      EXPENSES
                      
                      116.5
                      
                      NON-EXCLUSIVITY
      OF RIGHTS
                      
                      126.6
                      
                      SURVIVAL
      OF RIGHTS
                      
                      126.7
                      
                      AMENDMENTS
                      
                      126.8
                      
                      THE
      CORPORATION
                      
                      126.9
                      
                      EMPLOYEE
      BENEFIT PLANS
                      
                      1212ARTICLE
      VII RECORDS AND REPORTS7.1
                      
                      MAINTENANCE
      AND INSPECTION OF RECORDS
                      
                      127.2
                      
                      INSPECTION
      BY DIRECTORS
                      
                      137.3
                      
                      REPRESENTATION
      OF SHARES OF OTHER CORPORATIONS
                      
                      1313ARTICLE
      VIII GENERAL MATTERS
                      
                      13138.1
                      
                      CHECKS
                      
                      138.2
                      
                      EXECUTION
      OF CORPORATE CONTRACTS AND INSTRUMENTS
                      
                      138.3
                      
                      STOCK
      CERTIFICATES; PARTLY PAID SHARES
                      
                      13
  
 
 8.4
                      
                      SPECIAL
      DESIGNATION ON CERTIFICATES
                      
                      148.5
                      
                      LOST
      CERTIFICATES
                      
                      148.6
                      
                      CONSTRUCTION;
      DEFINITIONS
                      
                      148.7
                      
                      DIVIDENDS
                      
                      148.8
                      
                      FISCAL
      YEAR
                      
                      158.9
                      
                      SEAL
                      
                      158.10
                      
                      TRANSFER
      OF STOCK
                      
                      158.11
                      
                      STOCK
      TRANSFER AGREEMENTS
                      
                      158.12
                      
                      REGISTERED
      STOCKHOLDERS
                      
                      15ARTICLE
      IX AMENDMENTSARTICLE
      X DISSOLUTIONARTICLE
      XI CUSTODIAN11.1
                      
                      APPOINTMENT
      OF A CUSTODIAN IN CERTAIN CASES
                      
                      1611.2
                      
                      DUTIES
      OF CUSTODIAN
                      
                      16ARTICLE
      XII LOANS TO OFFICERS
  
 
 BYLAWS
 
 OF
 
 GEEKNET,
INC.
 
 ARTICLE I
 
 CORPORATE
OFFICES
 
 1.1
              REGISTERED
      OFFICE
 
 The
registered office of Geeknet, Inc. (the “Corporation”) shall be 1209 Orange
Street, City of Wilmington, County of New Castle, State of Delaware, 19801. The
name of the registered agent of the Corporation at such location is The
Corporation Trust Company.
 
 1.2
              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.
 
 ARTICLE II
 
 MEETINGS
OF STOCKHOLDERS
 
 2.1
              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 registered office of
the Corporation.
 
 2.2
              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. At the meeting, directors shall be elected
and any other proper business may be transacted.
 
 2.3
              SPECIAL
      MEETING
 
 A special
meeting of the stockholders may be called at any time by the (i) board of
directors, (ii) the chairman of the board or (iii) the chief executive
officer. In addition, prior to the Effective Date (as defined in
Section 2.11 hereof), stockholders owning 10% or more of the outstanding
shares entitled to vote in elections for the board of directors may call a
special meeting of the stockholders. Only such business shall be considered at a
special meeting as shall have been stated in the notice for such
meeting.
 
 If a
special meeting is called by any person other than the board of directors, 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, any vice president, or the secretary of the corporation. No business
may be transacted at such special meeting otherwise than specified in such
notice. 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 this Article II, that a meeting will be held at the
time requested by the person or persons who called the meeting, 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 the receipt of the
request, 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.
  1
 
 2.4
              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 2.6 of these Bylaws not less
than 10 nor more than 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, in the case of a special meeting, the purpose or
purposes for which the meeting is called.
 
 2.5
              ADVANCE NOTICE OF
      STOCKHOLDER NOMINEES AND STOCKHOLDER
  BUSINESS
 
 To be
properly brought before an annual meeting or special meeting, nominations for
the election of director or other business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the board of directors, (ii) otherwise properly brought before the meeting
by or at the direction of the board of directors, or (iii) otherwise
properly brought before the meeting by a stockholder. For such nominations or
other business to be considered properly brought before the meeting by a
stockholder, such stockholder must have given timely notice and in proper form
of his intent to bring such business before such meeting. To be timely, such
stockholder's notice must be delivered to or mailed and received by the
secretary of the Corporation at the Corporation's principal executive offices on
the date one year later which is not less than 120 calendar days nor more than
150 calendar days before the date of the Corporation's proxy statement released
to stockholders in connection with the prior year's annual meeting. However, if
no annual meeting was held in the previous year, or if the date of the
applicable annual meeting has been changed by more than 30 days from the date
contemplated at the time of the previous year's proxy statement, a stockholder's
notice must be received by the secretary of the Corporation at the Corporation's
principal executive offices not later than 60 days before the date the
Corporation commences mailing of its proxy materials in connection with the
applicable annual meeting. Notwithstanding the foregoing provisions of this
Section 2.5, a stockholder who seeks to have any proposal included in the
Corporation's proxy materials shall comply with the requirements of
Rule 14a-8 under Regulation 14A of the Securities Exchange Act of 1934, as
amended. To be in proper form, a stockholder's notice to the secretary shall set
forth:
 
 (i)           the
name and address of the stockholder who intends to make the nominations, propose
the business, and, as the case may be, the name and address of the person or
persons to be nominated or the nature of the business to be
proposed;
 
 (ii)          a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and, if applicable, intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice or introduce the business specified in the
notice;
 
 (iii)         if
applicable, a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder;
 
 (iv)        such
other information regarding each nominee or each matter of business to be
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, or the
matter been proposed, or intended to be proposed by the board of directors;
and
 
 (v)         
if applicable, the consent of each nominee to serve as director of the
Corporation if so elected.
 
 The
chairman of the meeting may refuse to acknowledge the nomination of any person
or the proposal of any business not made in compliance with the foregoing
procedure.
 
 2.6
              MANNER OF GIVING
      NOTICE; AFFIDAVIT OF NOTICE
 
 Written
notice of any meeting of stockholders, if mailed, is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the Corporation. An affidavit of the secretary
or an assistant secretary or of the transfer agent of the Corporation that the
notice has been given shall, in the absence of fraud, be prima facie evidence of
the facts stated therein.
  2
 
 2.7
              QUORUM
 
 The
holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business except as
otherwise provided by statute or by the certificate of incorporation. If,
however, such quorum is not present or represented at any meeting of the
stockholders, then either (i) the chairman of the meeting, or (ii) the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.
 
 When a
quorum is present or represented at any meeting, the vote of the holders of a
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 provisions of the General Corporation Law of
Delaware or of the certificate of incorporation, a different vote is required,
in which case such express provision shall govern and control the decision of
the question.
 
 2.8
              ADJOURNED MEETING;
      NOTICE
 
 When a
meeting 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 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
 
 2.9
              VOTING
 
 The
stockholders entitled to vote at any meeting of stockholders shall be determined
in accordance with the provisions of Sections 2.12 and 2.14 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, pledgors
and joint owners of stock and to voting trusts and other voting
agreements).
 
 Except 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.
 
 2.10
              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.
  3
 
 2.11
              STOCKHOLDER ACTION BY
      WRITTEN CONSENT WITHOUT A
MEETING
 
 Except as
otherwise provided in this Section 2.11, any action required to be taken at
any annual or special meeting of stockholders of a Corporation, or any action
that may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice, and without a vote if a consent
in writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.
 
 Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing. If the action which is consented to is such as would have
required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of any statement required by such section concerning any vote of
stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of
Delaware.
 
 Notwithstanding
the foregoing, effective upon the listing of the Common Stock of the Corporation
on the Nasdaq Stock Market on the New York Stock Exchange and the registration
of any class of securities of the Corporation pursuant to the requirements of
the Securities Exchange Act of 1934, as amended (the "Effective Date"), 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.
 
 2.12
              RECORD DATE FOR
      STOCKHOLDER NOTICE; VOTING; GIVING
  CONSENTS
 
 In order
that the Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or entitled to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action.
 
 If the
board of directors does not so fix a record date, the fixing of such record date
shall be governed by the provisions of Section 213 of the General
Corporation Law of Delaware.
 
 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; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
 
 2.13
              PROXIES
 
 Each
stockholder entitled to vote at a meeting of stockholders or to express consent
or dissent to corporate action in writing without a meeting may authorize
another person or persons to act for him by a written proxy, signed by the
stockholder and filed with the secretary of the Corporation, but no such proxy
shall be voted or acted upon after 3 years from its date, unless the proxy
provides for a longer period. A proxy shall be deemed signed 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. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of
Section 212(c) of the General Corporation Law of Delaware.
 
 2.14
              LIST OF STOCKHOLDERS
      ENTITLED TO VOTE
 
 The
officer who has charge of the stock ledger of a Corporation shall prepare and
make, at least 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 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 stock ledger 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 stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list of stockholders or the books of the Corporation, or to vote in
person or by proxy at any meeting of stockholders and of the number of shares
held by each such stockholder.
  4
 
 2.15
              CONDUCT OF
      BUSINESS
 
 Meetings
of stockholders shall be presided over by the chairman of the board, if any, or
in his absence by the chief executive officer, or in his absence by the
president, or in his absence by a vice president, or in the absence of the
foregoing persons by a chairman designated by the board of directors, or in the
absence of such designation by a chairman chosen at the meeting. The secretary
shall act as secretary of the meeting, but in his absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.
 
 The
chairman of any meeting of stockholders shall determine the order of business
and the procedures at the meeting, including such matters as the regulation of
the manner of voting and conduct of business.
 
 ARTICLE III
 
 DIRECTORS
 
 3.1
              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.
 
 3.2
              NUMBER
 
 The
authorized number of directors of the Corporation shall be ten (10) and,
thereafter, shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
authorized directorships at the time any such resolution is presented to the
Board for adoption. No reduction of the authorized number of directors shall
have the effect of removing any director before that director's term of office
expires.
 
 3.3
              CLASSES OF
      DIRECTORS
 
 Upon the
Effective Date (as defined in Section 2.11 hereof), the Directors shall be
divided as nearly equal in number as reasonably possible, into three classes
designated as Class I, Class II and Class III, respectively. Directors shall be
assigned to each class in accordance with a resolution or resolutions adopted by
the Board of Directors and may be reassigned among such classes as determined by
the Board of Directors. At the first annual meeting of stockholders following
the Effective Time, the term of office of the Class I Directors shall expire and
Class I Directors shall be elected for a full term of three years. At the second
annual meeting of stockholders following the Effective Time, the term of office
of the Class II Directors shall expire and Class II Directors shall be elected
for a full term of three years. At the third annual meeting of stockholders
following the Effective Time, the term of office of the Class III Directors
shall expire and Class III Directors shall be elected for a full term of three
years. At each succeeding annual meeting of stockholders, Directors shall be
elected for a full term of three years to succeed the Directors of the class
whose terms expire at such annual meeting.
 
 Notwithstanding
the foregoing provisions of this Article, each Director shall serve until his
successor is duly elected and qualified or until his earlier death, resignation
or removal. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent Director.
 
 3.4
              RESIGNATION AND
      VACANCIES
 
 Any
director may resign at any time upon written notice to the Corporation.
Stockholders may remove directors with or without cause. Any vacancy occurring
in the board of directors with or without cause may be filled by a majority of
the remaining members of the board of directors, although such majority is less
than a quorum, or by a plurality of the votes cast at a meeting of stockholders,
and each director so elected shall hold office until the expiration of the term
of office of the director whom he has replaced.
  5
 
 Unless
otherwise provided in the certificate of incorporation or these
Bylaws:
 
 (i)           Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors elected by all of the stockholders having the right to vote
as a single class may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director.
 
 (ii)          Whenever
the holders of any class or classes of stock or series thereof are entitled to
elect one or more directors by the provisions of the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected by such
class or classes or series thereof then in office, or by a sole remaining
director so elected.
 
 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 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 10% 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.
 
 3.5
              PLACE OF MEETINGS;
      MEETINGS BY TELEPHONE
 
 The board
of directors of the Corporation may hold meetings, both regular and special,
either within or outside the State of Delaware.
 
 Unless
otherwise restricted by the certificate of incorporation or these Bylaws,
members of the board of directors, or any committee designated by the board of
directors, may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.
 
 3.6
              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.
 
 3.7
              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 president, any vice president, the
secretary or any two directors.
 
 Notice of
the time and place of special meetings shall be delivered personally or by
telephone to each director or sent by first-class mail or telegram, 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 4 days before the time of the holding of the
meeting. If the notice is delivered personally or by telephone or by telegram,
it shall be delivered personally or by telephone or to the telegraph company at
least 48 hours before the time of the holding of the meeting. Any oral notice
given personally or by telephone 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.
  6
 
 3.8
              QUORUM
 
 At all
meetings of the board of directors, a majority of the authorized number of
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of
incorporation.
 
 3.9
              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.
 
 3.10
              ADJOURNED MEETING;
      NOTICE
 
 If a
quorum is not present at any meeting of the board of directors, then the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is
present.
 
 3.11
              CONDUCT OF
      BUSINESS
 
 Meetings
of the board of directors shall be presided over by the chairman of the board,
if any, or in his absence by the chief executive officer, or in their absence by
a chairman chosen at the meeting. The secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting. The chairman of any meeting shall determine
the order of business and the procedures at the meeting.
 
 3.12
              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, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the board or committee.
 
 3.13
              FEES AND COMPENSATION
      OF DIRECTORS
 
 Unless
otherwise restricted by the certificate of incorporation or these Bylaws, the
board of directors shall have the authority to fix the compensation of
directors. The directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
 
 3.14
              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. If at any time a class or series of shares is
entitled to elect one or more directors, the provisions of this
Section 3.14 shall apply to the vote of that class or series and not to the
vote of the outstanding shares as a whole.
  7
 
 ARTICLE IV
 
 COMMITTEES
 
 4.1
              COMMITTEES OF
      DIRECTORS
 
 The board
of directors may, by resolution passed by a majority of the whole board,
designate one or more committees, with each committee to consist of one or more
of the directors of the Corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
board of directors or in the Bylaws of the Corporation, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority 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) amend the Bylaws
of the Corporation; and, unless the board resolution establishing the committee,
the Bylaws or the certificate of incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend, to authorize
the issuance of stock, or to adopt a certificate of ownership and merger
pursuant to Section 253 of the General Corporation Law of
Delaware.
 
 4.2
              COMMITTEE
      MINUTES
 
 Each
committee shall keep regular minutes of its meetings and report the same to the
board of directors when required.
 
 4.3
              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 3.6 (regular meetings),
Section 3.7 (special meetings and notice), Section 3.8 (quorum),
Section 3.9 (waiver of notice), Section 3.10 (adjournment and notice
of adjournment), Section 3.11 (conduct of business) and 3.12 (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.
 
 ARTICLE V
 
 OFFICERS
 
 5.1
              OFFICERS
 
 The
officers of the Corporation shall be a chief executive officer, one or more vice
presidents, 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
president, a chief operating officer, one or more executive, senior or assistant
vice presidents, assistant secretaries and any such other officers as may be
appointed in accordance with the provisions of Section 5.2 of these Bylaws.
Any number of offices may be held by the same person.
  8
 
 5.2
              APPOINTMENT OF
      OFFICERS
 
 Except as
otherwise provided in this Section 5.2, the officers of the Corporation
shall be appointed by the board of directors, subject to the rights, if any, of
an officer under any contract of employment. The board of directors may appoint,
or empower an officer to appoint, such officers and agents of the business as
the Corporation may require (whether or not such officer or agent is described
in this Article V), 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. Any vacancy occurring in any
office of the Corporation shall be filled by the board of directors or may be
filled by the officer, if any, who appointed such officer.
 
 5.3
              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 or, in the case of an officer appointed by another officer, by such
other officer.
 
 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.
 
 5.4
              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 be the chief executive officer of the
Corporation and shall have the powers and duties prescribed in Section 5.5
of these Bylaws.
 
 5.5
              CHIEF EXECUTIVE
      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 or she shall preside at all meetings of
the stockholders and, in the absence or nonexistence of a Chairman of the Board
at all meetings of the Board of Directors. He or she shall have the general
powers and duties of management usually vested in the chief executive officer of
a Corporation, including general supervision, direction and control of the
business and supervision of other officers of the Corporation, and shall have
such other powers and duties as may be prescribed by the Board of Directors or
these Bylaws.
 
 The Chief
Executive Officer shall, without limitation, have the authority to execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.
 
 5.6
              PRESIDENT
 
 Subject
to such supervisory powers as may be given by these Bylaws or the Board of
Directors to the Chairman of the Board or the Chief Executive Officer, if there
be such officers, the president shall have general supervision, direction and
control of the business and supervision of other officers of the Corporation,
and shall have such other powers and duties as may be prescribed by the Board of
Directors or these Bylaws. In the event a Chief Executive Officer shall not be
appointed, the President shall have the duties of such
office.
  9
 
 5.7
              VICE
      PRESIDENT
 
 In the
absence or disability of the president, the vice presidents, if any, in order of
their rank as fixed by the board of directors or, if not ranked, a vice
president designated by the board of directors, shall perform all the duties of
the chief executive officer and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the chief executive officer. The vice
presidents shall 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,
these Bylaws, the chief executive officer or the chairman of the
board.
 
 5.8
              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. The minutes shall show the time and place of each meeting,
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 to be given by law or by
these Bylaws. 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.
 
 5.9
              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 depositaries 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 chief executive officer
and directors, whenever they request it, an account of all of his transactions
as treasurer 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.
 
 5.10
              ASSISTANT
      SECRETARY
 
 The
assistant secretary, or, if there is more than one, the assistant secretaries in
the order determined by the stockholders or board of directors (or if there be
no such determination, then in the order of their election) shall, in the
absence of the secretary or in the event of his or her inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
or the stockholders may from time to time prescribe.
 
 5.11
              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.
  10
 
 ARTICLE VI
 
 INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
 
 6.1
              INDEMNIFICATION OF
      DIRECTORS AND OFFICERS
 
 The
Corporation shall, to the maximum extent and in the manner permitted by the
General Corporation Law of Delaware, indemnify each of its directors and
officers against expenses (including attorneys' fees), judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the Corporation; provided, however, that the Corporation may modify the
extent of such indemnification by individual contracts with its directors and
executive officers and, provided, further, that the corporation shall not be
required to indemnify any director or officer in connection with any proceeding
(or part thereof) initiated by such person unless (i) such indemnification
is expressly required to be made by law, (ii) the proceeding was authorized
in advance by the Board of Directors of the Corporation, (iii) such
indemnification is provided by the corporation, in its sole discretion, pursuant
to the powers vested in the corporation under the General Corporation Law of
Delaware or (iv) such indemnification is required to be made pursuant to an
individual contract. For purposes of this Section 6.1, a "director" or
"officer" of the corporation includes 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.
 
 6.2
              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, to indemnify each of its
employees and agents (other than directors and officers) against expenses
(including attorneys' fees), judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent of the Corporation. For
purposes of this Section 6.2, an "employee" or "agent" of the Corporation
(other than a director or officer) includes 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.
 
 6.3
              INSURANCE
 
 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.
 
 6.4
              EXPENSES
 
 The
Corporation shall advance to any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a director or officer of the Corporation,
or 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,
prior to the final disposition of the proceeding, promptly following request
therefor, all expenses incurred by any director or officer in connection with
such proceeding, upon receipt of an undertaking by or on behalf of such person
to repay said amounts if it should be determined ultimately that such person is
not entitled to be indemnified under this Bylaw or otherwise; provided, however,
that the Corporation shall not be required to advance expenses to any director
or officer in connection with any proceeding (or part thereof) initiated by such
person unless the proceeding was authorized in advance by the Board of Directors
of the Corporation.
  11
 
 Notwithstanding
the foregoing, unless otherwise determined pursuant to Section 6.5, no
advance shall be made by the Corporation to an officer of the Corporation
(except by reason of the fact that such officer is or was a director of the
Corporation in which event this paragraph shall not apply) in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, if a
determination is reasonably and promptly made (i) by the Board of Directors
by a majority vote of a quorum consisting of directors who were not parties to
the proceeding, or (ii) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, that the facts known to the decision-making party
at the time such determination is made demonstrate clearly and convincingly that
such person acted in bad faith or in a manner that such person did not believe
to be in or not opposed to the best interests of the Corporation.
 
 6.5
              NON-EXCLUSIVITY OF
      RIGHTS
 
 The
rights conferred on any person by this Bylaw shall not be exclusive of any other
right which such person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding office. The
Corporation is specifically authorized to enter into individual contracts with
any or all of its directors, officers, employees or agents respecting
indemnification and advances, to the fullest extent not prohibited by the
General Corporation law of Delaware.
 
 6.6
              SURVIVAL OF
      RIGHTS
 
 The
rights conferred on any person by this Bylaw shall continue as to a person who
has ceased to be a director, officer, employee or other agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
 
 6.7
              AMENDMENTS
 
 Any
repeal or modification of this Bylaw shall only be prospective and shall not
affect the rights under this bylaw in effect at the time of the alleged
occurrence of any action or omission to act that is the cause of any proceeding
against any agent of the corporation.
 
 6.8
              THE
      CORPORATION
 
 For
purposes of this Article VI, references to "the Corporation" shall include, in
addition to the resulting Corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
and subject to the provisions of this Article VI with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
 
 6.9
              EMPLOYEE BENEFIT
      PLANS
 
 For
purposes of this Article VI, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references to
"serving at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he reasonably deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article VI.
 
 ARTICLE VII
 
 RECORDS
AND REPORTS
 
 7.1
              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, a copy of these Bylaws as amended to date,
accounting books, and other records.
  12
 
 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, a list of its stockholders, and its other books and records 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.
 
 7.2
              INSPECTION BY
      DIRECTORS
 
 Any
director shall have the right to examine the Corporation's stock ledger, a list
of its stockholders and its other books and records for a purpose reasonably
related to his position as a director. The Court of Chancery is hereby vested
with the exclusive jurisdiction to determine whether a director is entitled to
the inspection sought. The Court may summarily order the Corporation to permit
the director to inspect any and all books and records, the stock ledger, and the
stock list and to make copies or extracts therefrom. The Court may, in its
discretion, prescribe any limitations or conditions with reference to the
inspection, or award such other and further relief as the Court may deem just
and proper.
 
 7.3
              REPRESENTATION OF
      SHARES OF OTHER CORPORATIONS
 
 The
chairman of the board, the chief executive officer, any vice president, the
chief financial officer, the secretary or assistant secretary of this
Corporation, or any other person authorized by the board of directors or the
chief executive officer 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.
 
 ARTICLE VIII
 
 GENERAL
MATTERS
 
 8.1
              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.
 
 8.2
              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.
 
 8.3
              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 treasurer 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 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.
  13
 
 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.
 
 8.4
              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 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.
 
 8.5
              LOST
      CERTIFICATES
 
 Except as
provided in this Section 8.5, no new certificates for shares shall be
issued to replace a previously issued certificate unless the latter is
surrendered to the Corporation and cancelled 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.
 
 8.6
              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.
 
 8.7
              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.
  14
 
 8.8
              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.
 
 8.9
              SEAL
 
 The
Corporation may adopt a corporate seal, which may be altered at pleasure, and
may use the same by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.
 
 8.10
              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.
 
 8.11
              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.
 
 8.12
              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 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.
 
 ARTICLE IX
 
 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.
 
 ARTICLE X
 
 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.
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 ARTICLE XI
 
 CUSTODIAN
 
 11.1
              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:
 
 (i)           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
 
 (ii)          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
 
 (iii)         the
Corporation has abandoned its business and has failed within a reasonable time
to take steps to dissolve, liquidate or distribute its assets.
 
 11.2
              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.
 
 ARTICLE XII
 
 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 subsidiaries,
including any officer or employee who is a Director of the Corporation or its
subsidiaries, whenever, in the judgment of the Board of Directors, such loan,
guarantee or assistance may reasonably be expected to benefit the
Corporation.
 
 The loan,
guarantee 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 Bylaw shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the Corporation at common law or under any
statute.
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