exv4w9







Exhibit 4.9




BYLAWS




OF




TARGA RESOURCES PARTNERS FINANCE CORPORATION




A Delaware Corporation




Date of Adoption:




May 23, 2008




 









 





TARGA RESOURCES PARTNERS FINANCE CORPORATION




BYLAWS




Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I

	OFFICES

	 
	 	 	 	 
	Section 1.01 Registered Office
	 	 	1	 
	Section 1.02 Other Offices
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

	STOCKHOLDERS

	 
	 	 	 	 
	Section 2.01 Place of Meetings
	 	 	1	 
	Section 2.02 Quorum; Adjournment of Meetings
	 	 	1	 
	Section 2.03 Annual Meetings
	 	 	2	 
	Section 2.04 Special Meetings
	 	 	2	 
	Section 2.05 Record Date
	 	 	2	 
	Section 2.06 Notice of Meetings
	 	 	3	 
	Section 2.07 Stock List
	 	 	3	 
	Section 2.08 Proxies
	 	 	3	 
	Section 2.09 Voting; Elections; Inspectors
	 	 	3	 
	Section 2.10 Order of Business
	 	 	4	 
	Section 2.11 Treasury Stock
	 	 	4	 
	Section 2.12 Action Without Meeting
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III

	BOARD OF DIRECTORS

	 
	 	 	 	 
	Section 3.01 Power; Number; Term of Office
	 	 	5	 
	Section 3.02 Quorum
	 	 	5	 
	Section 3.03 Place of Meetings; Order of Business
	 	 	5	 
	Section 3.04 First Meeting
	 	 	5	 
	Section 3.05 Regular Meetings
	 	 	5	 
	Section 3.06 Special Meetings
	 	 	5	 
	Section 3.07 Removal
	 	 	6	 
	Section 3.08 Vacancies; Increases in the Number of Directors
	 	 	6	 
	Section 3.09 Compensation
	 	 	6	 
	Section 3.10 Action Without a Meeting; Telephone Conference Meeting
	 	 	6	 
	Section 3.11 Approval or Ratification of Acts or Contracts by Stockholders
	 	 	7	 






 









 






	 	 	 	 	 
	 	 	Page
	ARTICLE IV

	COMMITTEES

	 
	 	 	 	 
	Section 4.01 Designation; Powers
	 	 	7	 
	Section 4.02 Procedure; Meetings; Quorum
	 	 	7	 
	Section 4.03 Substitution of Members
	 	 	8	 
	 
	 	 	 	 
	ARTICLE V

	OFFICERS

	 
	 	 	 	 
	Section 5.01 Number, Titles and Term of Office
	 	 	8	 
	Section 5.02 Salaries
	 	 	8	 
	Section 5.03 Removal
	 	 	8	 
	Section 5.04 Vacancies
	 	 	8	 
	Section 5.05 Powers and Duties of the Chief Executive Officer
	 	 	8	 
	Section 5.06 Powers and Duties of the Chairman of the Board
	 	 	9	 
	Section 5.07 Powers and Duties of the President
	 	 	9	 
	Section 5.08 Vice Presidents
	 	 	9	 
	Section 5.09 Treasurer
	 	 	9	 
	Section 5.10 Assistant Treasurers
	 	 	9	 
	Section 5.11 Secretary
	 	 	9	 
	Section 5.12 Assistant Secretaries
	 	 	10	 
	Section 5.13 Action with Respect to Securities of Other Corporations
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VI

	INDEMNIFICATION OF DIRECTORS,

	OFFICERS, EMPLOYEES AND AGENTS

	 
	 	 	 	 
	Section 6.01 Right to Indemnification
	 	 	10	 
	Section 6.02 Indemnification of Employees and Agents
	 	 	11	 
	Section 6.03 Right of Claimant to Bring Suit
	 	 	11	 
	Section 6.04 Nonexclusivity of Rights
	 	 	11	 
	Section 6.05 Insurance
	 	 	11	 
	Section 6.06 Savings Clause
	 	 	12	 
	Section 6.07 Definitions
	 	 	12	 
	 
	 	 	 	 
	ARTICLE VII

	CAPITAL STOCK

	 
	 	 	 	 
	Section 7.01 Certificates of Stock
	 	 	12	 
	Section 7.02 Transfer of Shares
	 	 	13	 
	Section 7.03 Ownership of Shares
	 	 	13	 
	Section 7.04 Regulations Regarding Certificates
	 	 	13	 
	Section 7.05 Lost or Destroyed Certificates
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VIII

	MISCELLANEOUS PROVISIONS

	 
	 	 	 	 
	Section 8.01 Fiscal Year
	 	 	13	 
	Section 8.02 Notice and Waiver of Notice
	 	 	13	 






ii









 






	 	 	 	 	 
	 	 	Page
	Section 8.03 Resignations
	 	 	14	 
	Section 8.04 Facsimile Signatures
	 	 	14	 
	Section 8.05 Reliance upon Books, Reports and Records
	 	 	14	 
	 
	 	 	 	 
	ARTICLE IX

	AMENDMENTS







 iii




 









 





BYLAWS




OF




TARGA RESOURCES PARTNERS FINANCE CORPORATION




ARTICLE I

OFFICES




     Section 1.01 Registered Office. The registered office of the Corporation required by the General Corporation Law of the State of
Delaware to be maintained in the State of Delaware, shall be the registered office named in the
original Certificate of Incorporation of the Corporation, or such other office as may be designated
from time to time by the Board of Directors in the manner provided by law. Should the Corporation
maintain a principal office within the State of Delaware such registered office need not be
identical to such principal office of the Corporation.



     Section 1.02 Other Offices. The Corporation may also have offices at such other places both within and without the State of
Delaware as the Board of Directors may from time to time determine or the business of the
Corporation may require.



ARTICLE II

STOCKHOLDERS




     Section 2.01 Place of Meetings. All meetings of the stockholders shall be held at the principal office of the Corporation, or at
such other place within or without the State of Delaware as shall be specified or fixed in the
notices or waivers of notice thereof.



     Section 2.02 Quorum; Adjournment of Meetings. Unless otherwise required by law or provided in the Certificate of Incorporation or these
bylaws, 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 any meeting of stockholders
for the transaction of business and the act of a majority of such stock so represented at any
meeting of stockholders at which a quorum is present shall constitute the act of the meeting of
stockholders. The stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.



     Notwithstanding the other provisions of the Certificate of Incorporation or these bylaws, the
chairman of the meeting or the holders of a majority of the issued and outstanding stock, present
in person or represented by proxy, at any meeting of stockholders, whether or not a quorum is
present, shall have the power to adjourn such meeting from time to time, without any notice other
than announcement at the meeting of the time and place of the holding of the adjourned meeting. If
the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned



 









 







meeting shall be given to each
stockholder of record entitled to vote at such meeting. At such adjourned meeting at which a
quorum shall be present or represented any business may be transacted which might have been
transacted at the meeting as originally called.



     Section 2.03 Annual Meetings. An annual meeting of the stockholders, for the election of directors to succeed those whose
terms expire and for the transaction of such other business as may properly come before the
meeting, shall be held at such place, within or without the State of Delaware, on such date, and at
such time as the Board of Directors shall fix and set forth in the notice of the meeting, which
date shall be within thirteen (13) months subsequent to the later of the date of incorporation or
the last annual meeting of stockholders.



     Section 2.04 Special Meetings. Unless otherwise provided in the Certificate of Incorporation, special meetings of the
stockholders for any purpose or purposes may be called at any time by the Chairman of the Board (if
any), by the President or by a majority of the Board of Directors, or by a majority of the
executive committee (if any), and shall be called by the Chairman of the Board (if any), by the
President or the Secretary upon the written request therefore, stating the purpose or purposes of
the meeting, delivered to such officer, signed by the holder(s) of at least ten percent (l0%) of
the issued and outstanding stock entitled to vote at such meeting.



     Section 2.05 Record Date. For the purpose of determining 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 of the
Corporation may fix, in advance, a date as the record date for any such determination of
stockholders, which date shall not be more than sixty (60) days nor less than ten (l0) days before
the date of such meeting, nor more than sixty (60) days prior to any other action.



     If the Board of Directors does not fix a record date for any meeting of the stockholders, the
record date for determining stockholders entitled to notice of or to vote at such meeting shall be
at the close of business on the day next preceding the day on which notice is given, or, if in
accordance with Article VIII, Section 3 of these bylaws notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. If, in accordance with Section 12
of this Article II, corporate action without a meeting of stockholders is to be taken, the record
date for determining stockholders entitled to express consent to such corporate action in
writing, when no prior action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed. The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.



     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.



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     Section 2.06 Notice of Meetings. Written notice of the place, date and hour of all meetings, and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall be given by or at the direction of
the Chairman of the Board (if any) or the President, the Secretary or the other person(s) calling
the meeting to each stockholder entitled to vote thereat not less than ten (10) nor more than sixty
(60) days before the date of the meeting. Such notice may be delivered personally by mail or by
electronic transmission in the manner provided in Section 232 of the Delaware General Corporation
Law. If mailed, notice 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.



     Section 2.07 Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in
alphabetical order for each class of stock and showing the address of each such stockholder and the
number of shares registered in the name of such stockholder, 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 stock 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.



     Section 2.08 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent
to a corporate action in writing without a meeting may authorize another person or persons to act
for him by proxy. Proxies for use at any meeting of stockholders shall be filed with the
Secretary, or such other officer as the Board of Directors may from time to time determine by
resolution, before or at the time of the meeting. All proxies shall be received and taken charge
of and all ballots shall be received and canvassed by the secretary of the meeting who shall decide
all questions touching upon the qualification of voters, the validity of the proxies, and the
acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by
the chairman of the meeting, in which event such inspector or inspectors shall decide all such
questions.



     No proxy shall be valid after three (3) years from its date, unless the proxy provides for a
longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable
and coupled with an interest sufficient in law to support an irrevocable power.



     Should a proxy designate two or more persons to act as proxies, unless such instrument shall
provide the contrary, a majority of such persons present at any meeting at which their powers
thereunder are to be exercised shall have and may exercise all the powers of voting or giving
consents thereby conferred, or if only one be present, then such powers may be exercised by that
one; or, if an even number attend and a majority do not agree on any particular issue, each proxy
so attending shall be entitled to exercise such powers in respect of the same portion of the shares
as he is of the proxies representing such shares.



     Section 2.09 Voting; Elections; Inspectors. Unless otherwise required by law or provided in the Certificate of Incorporation, each
stockholder shall have one vote for each share of stock entitled to vote which is registered in his
name on the record date for the meeting. Shares registered in the name of another corporation,
domestic or foreign, may be voted by such



- 3 -









 







officer, agent or proxy as the bylaw (or comparable
instrument) of such corporation may prescribe, or in the absence of such provision, as the Board of
Directors (or comparable body) of such corporation may determine. Shares registered in the name of
a deceased person may be voted by his executor or administrator, either in person or by proxy.



     All voting, except as required by the Certificate of Incorporation or where otherwise required
by law, may be by a voice vote; provided, however, that upon demand therefor by stockholders
holding a majority of the issued and outstanding stock present in person or by proxy at any meeting
a stock vote shall be taken. Every stock vote shall be taken by written ballots, each of which
shall state the name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. All elections of directors shall be by
ballot, unless otherwise provided in the Certificate of Incorporation.



     At any meeting at which a vote is taken by ballots, the chairman of the meeting may appoint
one or more inspectors, each of whom shall subscribe an oath or affirmation to execute faithfully
the duties of inspector at such meeting with strict impartiality and according to the best of his
ability. Such inspector shall receive the ballots, count the votes and make and sign a certificate
of the result thereof. The chairman of the meeting may appoint any person to serve as inspector,
except no candidate for the office of director shall be appointed as an inspector.



     Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the
election of directors shall be prohibited.



     Section 2.10 Order of Business. At each meeting of the stockholders, one of the following persons, in the order in which they
are listed (and in the absence of the first, the next, and so on), shall serve as chairman of the
meeting: president, chairman of the board, vice presidents (in the order of their seniority if more
than one), and secretary. The order of business at each such meeting shall be as determined by the
chairman of the meeting. The chairman of the meeting shall have the right and authority to
prescribe such rules, regulations, and procedures and to do all such acts and things as are
necessary or desirable for the proper conduct of the meeting, including, without limitation, the
establishment of procedures for the maintenance of order and safety, limitations on the time
allotted to questions or comments on the affairs of the corporation, restrictions on entry to such
meeting after the time prescribed for the commencement thereof, and the opening and closing of the
voting polls.



     Section 2.11 Treasury Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it and
such shares shall not be counted for quorum purposes.



     Section 2.12 Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action permitted or required
by law, the Certificate of Incorporation or these bylaws to be taken at a meeting of 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, shall be 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 a unanimous written consent shall be
given by the Secretary to those stockholders who have not consented in writing.




- 4 -











 





ARTICLE III

BOARD OF DIRECTORS




     Section 3.01 Power; Number; Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of the
Board of Directors, and subject to the restrictions imposed by law or the Certificate of
Incorporation, they may exercise all the powers of the Corporation.



     The number of directors which shall constitute the whole Board of Directors, shall be
determined from time to time by resolution of the Board of Directors (provided that no decrease in
the number of directors which would have the effect of shortening the term of an incumbent director
may be made by the Board of Directors). If the Board of Directors makes no such determination, the
number of directors shall be the number set forth in the Certificate of Incorporation. Each
director shall hold office for the term for which he is elected, and until his successor shall have
been elected and qualified or until his earlier death, resignation or removal.



     Unless otherwise provided in the Certificate of Incorporation, directors need not be
stockholders nor residents of the State of Delaware.



     Section 3.02 Quorum.  Unless otherwise provided in the Certificate of Incorporation, a majority of the total number of
directors shall constitute a quorum for the transaction of business of the Board of Directors and
the vote of a majority of the directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors.



     Section 3.03 Place of Meetings; Order of Business.  The directors may hold their meetings and may have an office and keep the books of the
Corporation, except as otherwise provided by law, in such place or places, within or without the
State of Delaware, as the Board of Directors may from time to time determine by resolution. At all
meetings of the Board of Directors business shall be transacted in such order as shall from time to
time be determined by the Chairman of the Board (if any), or in his absence by the President, or by
resolution of the Board of Directors.



     Section 3.04 First Meeting.  Each newly elected Board of Directors may hold its first meeting for the purpose of organization
and the transaction of business, if a quorum is present, immediately after and at the same place as
the annual meeting of the stockholders. Notice of such meeting shall not be required. At the
first meeting of the Board of Directors in each year at which a quorum shall be present, held next
after the annual meeting of stockholders, the Board of Directors shall proceed to the election of
the officers of the Corporation.



     Section 3.05 Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as shall be
designated from time to time by resolution of the Board of Directors. Notice of such regular
meetings shall not be required.



     Section 3.06 Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board (if any),
the President or, on the written request of any two directors, by the Secretary, in each case on at
least twenty-four (24) hours personal, written, telegraphic, cable, telephonic or e-mail notice to
each director. Such notice, or any waiver



- 5 -









 







thereof pursuant to Article VIII, Section 3 hereof,
need not state the purpose or purposes of such meeting, except as may otherwise be required by law
or provided for in the Certificate of Incorporation or these bylaws.



     Section 3.07 Removal.  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; provided
that, unless the Certificate of Incorporation otherwise provides, if the Board of Directors is
classified, then the stockholders may effect such removal only for cause; and provided further
that, if the Certificate of Incorporation expressly grants to stockholders the right to cumulate
votes for the election of directors and if less than the entire board is to be removed, no director
may be removed without cause if the votes cast against his removal would be sufficient to elect him
if then cumulatively voted at an election of the entire Board of Directors, or, if there be classes
of directors, at an election of the class of directors of which such director is a part.



     Section 3.08 Vacancies; Increases in the Number of Directors.  Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created
directorships resulting from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or a sole remaining
director; and any director so chosen shall hold office until the next annual election and until his
successor shall be duly elected and shall qualify, unless sooner displaced.



     If the directors of the Corporation are divided into classes, any directors elected to fill
vacancies or newly created directorships shall hold office until the next election of the class for
which such directors shall have been chosen, and until their successors shall be duly elected and
shall qualify.



     Section 3.09 Compensation.  Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall
have the authority to fix the compensation of directors.



     Section 3.10 Action Without a Meeting; Telephone Conference Meeting.  Unless otherwise restricted by the Certificate of Incorporation, any action required or
permitted to be taken at any meeting of the Board of Directors, or any committee designated by the
Board of Directors, may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with the minutes of
proceedings of the Board of Directors or committee. Such consent shall have the same force and
effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument
filed with the Secretary of State of Delaware.



     Unless otherwise restricted by the Certificate of Incorporation, subject to the requirement
for notice of meetings, members of the Board of Directors, or members of any committee designated
by the Board of Directors, may participate in a meeting of such Board of Directors or committee, as
the case may be, by means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and participation in such a
meeting shall constitute presence in person at such meeting, except where



- 6 -









 







a person participates in
the meeting for the express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.



     Section 3.11 Approval or Ratification of Acts or Contracts by Stockholders.  The Board of Directors in its discretion may submit any act or contract for approval or
ratification at any annual meeting of the stockholders, or at any special meeting of the
stockholders called for the purpose of considering any such act or contract, and any act or
contract that shall be approved or be ratified by the vote of the stockholders holding a majority
of the issued and outstanding shares of stock of the Corporation entitled to vote and present in
person or by proxy at such meeting (provided that a quorum is present), shall be as valid and as
binding upon the Corporation and upon all the stockholders as if it has been approved or ratified
by every stockholder of the Corporation. In addition, any such act or contract may be approved or
ratified by the written consent of stockholders holding a majority of the issued and outstanding
shares of capital stock of the Corporation entitled to vote and such consent shall be as valid and
as binding upon the Corporation and upon all the stockholders as if it had been approved or
ratified by every stockholder of the Corporation.



ARTICLE IV

COMMITTEES




     Section 4.01 Designation; Powers.  The Board of Directors may, by resolution passed by a majority of the whole board, designate one
or more committees, including, if they shall so determine, an executive committee, each such
committee to consist of one or more of the directors of the Corporation. Any such designated
committee shall have and may exercise such of the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation as may be provided in such
resolution, except that no such committee shall have the power or authority of the Board of
Directors in reference to amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation’s property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution of the Corporation, or amending,
altering or repealing the bylaws or adopting new bylaws for the Corporation and, unless such
resolution or the Certificate of Incorporation expressly so provides, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of stock. Any such
designated committee may authorize the seal of the Corporation to be affixed to all papers which
may require it. In addition to the above such committee or committees shall have such other powers
and limitations of authority as may be determined from time to time by resolution adopted by the
Board of Directors.



     Section 4.02 Procedure; Meetings; Quorum.  Any committee designated pursuant to Section 1 of this Article shall choose its own chairman,
shall keep regular minutes of its proceedings and report the same to the Board of Directors when
requested, shall fix its own rules or procedures, and shall meet at such times and at such place or
places as may be provided by such rules, or by resolution of such committee or resolution of the
Board of Directors. At every meeting of any such committee, the presence of a majority of all the
members thereof shall



- 7 -









 







constitute a quorum and the affirmative vote of a majority of the members
present shall be necessary for the adoption by it of any resolution.



     Section 4.03 Substitution of Members.  The Board of Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of such committee. In
the absence or disqualification of a member of a committee, the member or members present at any
meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the place of the absent
or disqualified member.



ARTICLE V

OFFICERS




     Section 5.01 Number, Titles and Term of Office.  The officers of the Corporation shall be a Chief Executive Officer, a President, one or more
Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice
President), a Treasurer, a Secretary and, if the Board of Directors so elects, a Chairman of the
Board and such other officers as the Board of Directors may from time to time elect or appoint.
Each officer shall hold office until his successor shall be duly elected and shall qualify or until
his death or until he shall resign or shall have been removed in the manner hereinafter provided.
Any number of offices may be held by the same person, unless the Certificate of Incorporation
provides otherwise. Except for the Chairman of the Board, if any, no officer need be a director.



     Section 5.02 Salaries.  The salaries or other compensation of the officers and agents of the Corporation shall be fixed
from time to time by the Board of Directors.



     Section 5.03 Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed, either with
or without cause, by the vote of a majority of the whole Board of Directors at a special meeting
called for the purpose, or at any regular meeting of the Board of Directors, provided the notice
for such meeting shall specify that the matter of any such proposed removal will be considered at
the meeting but such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of itself create
contract rights.



     Section 5.04 Vacancies.  Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.



     Section 5.05 Powers and Duties of the Chief Executive Officer. The President shall be the chief executive officer of the Corporation unless the Board of
Directors designates the Chairman of the Board as chief executive officer. Subject to the control
of the Board of Directors and the executive committee (if any), the chief executive officer shall
have general executive charge, management and control of the properties, business and operations of
the Corporation with all such powers as may be reasonably incident to such responsibilities; he may
agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in
the name of the Corporation and may sign all certificates for shares of capital stock of the



- 8 -









 







Corporation; and shall have such other powers and duties as designated in accordance with these
bylaws and as from time to time may be assigned to him by the Board of Directors.



     Section 5.06 Powers and Duties of the Chairman of the Board.  If elected, the Chairman of the Board shall preside at all meetings of the stockholders and of
the Board of Directors; and he shall have such other powers and duties as designated in these
bylaws and as from time to time may be assigned to him by the Board of Directors.



     Section 5.07 Powers and Duties of the President.  Unless the Board of Directors otherwise determines, the President shall have the authority to
agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in
the name of the Corporation; and, unless the Board of Directors otherwise determines, he shall, in
the absence of the Chairman of the Board or if there be no Chairman of the Board, preside at all
meetings of the stockholders and (should he be a director) of the Board of Directors; and he shall
have such other powers and duties as designated in accordance with these bylaws and as from time to
time may be assigned to him by the Board of Directors.



     Section 5.08 Vice Presidents.  In the absence of the President, or in the event of his inability or refusal to act, a Vice
President designated by the Board of Directors shall perform the duties of the President, and when
so acting shall have all the powers of and be subject to all the restrictions upon the President.
In the absence of a designation by the Board of Directors of a Vice President to perform the duties
of
the President, or in the event of his absence or inability or refusal to act, the Vice President
who is present and who is senior in terms of time as a Vice President of the Corporation shall so
act. The Vice Presidents shall perform such other duties and have such other powers as the Board
of Directors may from time to time prescribe.



     Section 5.09 Treasurer.  The Treasurer shall have responsibility for the custody and control of all the funds and
securities of the Corporation, and he shall have such other powers and duties as designated in
these bylaws and as from time to time may be assigned to him by the Board of Directors. He shall
perform all acts incident to the position of Treasurer, subject to the control of the chief
executive officer and the Board of Directors; and he shall, if required by the Board of Directors,
give such bond for the faithful discharge of his duties in such form as the Board of Directors may
require.



     Section 5.10 Assistant Treasurers.  Each Assistant Treasurer shall have the usual powers and duties pertaining to his office,
together with such other powers and duties as designated in these bylaws and as from time to time
may be assigned to him by the chief executive officer or the Board of Directors. The Assistant
Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability or
refusal to act.



     Section 5.11 Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors, committees of
directors and the stockholders, in books provided for that purpose; he shall attend to the giving
and serving of all notices; he may in the name of the Corporation affix the seal of the Corporation
to all contracts of the Corporation and attest the affixation of the seal of the Corporation
thereto; he may sign with the other appointed officers all certificates for shares of capital stock
of the Corporation; he shall have charge of the certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of



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Directors may direct, all of which shall
at all reasonable times be open to inspection of any director upon application at the office of the
Corporation during business hours; he shall have such other powers and duties as designated in
these bylaws and as from time to time may be assigned to him by the Board of Directors; and he
shall in general perform all acts incident to the office of Secretary, subject to the control of
the chief executive officer and the Board of Directors.



     Section 5.12 Assistant Secretaries.  Each Assistant Secretary shall have the usual powers and duties pertaining to his office,
together with such other powers and duties as designated in these bylaws and as from time to time
may be assigned to him by the chief executive officer or the Board of Directors. The Assistant
Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability
or refusal to act.



     Section 5.13 Action with Respect to Securities of Other Corporations.  Unless otherwise directed by the Board of Directors, the chief executive officer shall have
power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting
of security holders of or with respect to any action of security holders of any other corporation
in which this Corporation may hold securities and otherwise to exercise any and all rights and
powers which this Corporation may possess by reason of its ownership of securities in such other
corporation.



ARTICLE VI

INDEMNIFICATION OF DIRECTORS,

OFFICERS, EMPLOYEES AND AGENTS




     Section 6.01 Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is
the legal representative, is or was or has agreed to become a director or officer of the
Corporation or is or was serving or has agreed to serve at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit plans, whether the
basis of such proceeding is alleged action in an official capacity as a director or officer or in
any other capacity while serving or having agreed to serve as a director or officer, shall be
indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware
General
Corporation Law, as the same exists or may hereafter be amended, (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior to such amendment)
against all expense, liability and loss (including without limitation, attorneys’ fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such indemnification shall continue
as to a person who has ceased to serve in the capacity which initially entitled such person to
indemnity hereunder and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The
right to indemnification conferred



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in this Article VI shall be a contract right and shall include
the right to be paid by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a current, former or proposed director or
officer in his or her capacity as a director or officer or proposed director or officer (and not in
any other capacity in which service was or is or has been agreed to be rendered by such person
while a director or officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such indemnified person, to repay all amounts so
advanced if it shall ultimately be determined that such indemnified person is not entitled to be
indemnified under this Section or otherwise.



     Section 6.02 Indemnification of Employees and Agents.  The Corporation may, by action of its Board of Directors, provide indemnification to employees
and agents of the Corporation, individually or as a group, with the same scope and effect as the
indemnification of directors and officers provided for in this Article.



     Section 6.03 Right of Claimant to Bring Suit.  If a written claim received by the Corporation from or on behalf of an indemnified party under
this Article VI is not paid in full by the Corporation within ninety days after such receipt, the
claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.



     Section 6.04 Nonexclusivity of Rights.  The right to indemnification and the advancement and payment of expenses conferred in this
Article VI shall not be exclusive of any other right which any person may have or hereafter acquire
under any law (common or statutory), provision of the Certificate of Incorporation of the
Corporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.



     Section 6.05 Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any person who is
or was serving as 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 expense, liability or loss,
whether or not the Corporation would have the power to



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indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.



     Section 6.06 Savings Clause.  If this Article VI or any portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each
director and officer of the Corporation, as to costs, charges and expenses (including
attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative to the full extent
permitted by any applicable portion of this Article VI that shall not have been invalidated and to
the fullest extent permitted by applicable law.



     Section 6.07 Definitions.  For purposes of this Article, reference to the “Corporation” shall include, in addition to the
Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a
consolidation or merger prior to (or, in the case of an entity specifically designated in a
resolution of the Board of Directors, after) the adoption hereof and which, if its separate
existence had continued, would have had the power and authority to indemnify its directors,
officers and employees or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at 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 the provisions of this
Article with respect to the resulting or surviving corporation as he would have with respect to
such constituent corporation if its separate existence had continued.



ARTICLE VII

CAPITAL STOCK




     Section 7.01 Certificates of Stock.  The certificates for shares of the capital stock of the Corporation shall be in such form, not
inconsistent with that required by law and the Certificate of Incorporation, as shall be approved
by the Board of Directors. The Chairman of the Board (if any), President or a Vice President shall
cause to be issued to each stockholder one or more certificates, under the seal of the Corporation
or a facsimile thereof if the Board of Directors shall have provided for such seal, and signed by
the Chairman of the Board (if any), President or a Vice President and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer certifying the number of shares (and, if the
stock of the Corporation shall be divided into classes or series, the class and series of such
shares) owned by such stockholder in the Corporation; provided, however, that any of or all the
signatures on the certificate may be facsimile. The stock record books and the blank stock
certificate books shall be kept by the Secretary, or at the office of such transfer agent or
transfer agents as the Board of Directors may from time to time by resolution determine. In case
any officer, transfer agent or registrar who shall have signed or whose facsimile signature or
signatures shall have been placed upon any such certificate or certificates shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued by the Corporation,
such certificate may nevertheless be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue. The stock certificates
shall be consecutively numbered and shall be entered in the books of the Corporation as they are
issued and shall exhibit the holder’s name and number of shares.



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     Section 7.02 Transfer of Shares.  The shares of stock of the Corporation shall be transferable only on the books of the
Corporation by the holders thereof in person or by their duly authorized attorneys or legal
representatives upon surrender and cancellation of certificates for a like number of shares. Upon
surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment 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 upon its books.



     Section 7.03 Ownership of Shares.  The Corporation shall be entitled to treat the holder of record of any share or shares of
capital stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other notice thereof, except as otherwise
provided by the laws of the State of Delaware.



     Section 7.04 Regulations Regarding Certificates.  The Board of Directors shall have the power and authority to make all such rules and regulations
as they may deem expedient concerning the issue, transfer and registration or the replacement of
certificates for shares of capital stock of the Corporation.



     Section 7.05 Lost or Destroyed Certificates.  The Board of Directors may determine the conditions upon which a new certificate of stock may be
issued in place of a certificate which is alleged to have been lost, stolen or destroyed; and
may, in their discretion, require the owner of such certificate or his legal representative to give
bond, with sufficient surety, to indemnify the Corporation and each transfer agent and registrar
against any and all losses or claims which may arise by reason of the issue of a new certificate in
the place of the one so lost, stolen or destroyed.



ARTICLE VIII

MISCELLANEOUS PROVISIONS




     Section 8.01 Fiscal Year.  The fiscal year of the Corporation shall be such as established from time to time by the Board
of Directors.



     Section 8.02 Notice and Waiver of Notice.  Whenever any notice is required to be given by law, the Certificate of Incorporation or under
the provisions of these bylaws, said notice shall be deemed to be sufficient if given (i) by
telegraphic, cable or wireless transmission or (ii) by deposit of the same in a post office box in
a sealed prepaid wrapper addressed to the person entitled thereto at his post office address, as it
appears on the records of the Corporation, and such notice shall be deemed to have been given on
the day of such transmission or mailing, as the case may be.



     Whenever notice is required to be given by law, the Certificate of Incorporation or under any
of the provisions of these bylaws, a written waiver thereof, signed by the person entitled to
notice or waiver by electronic transmission by such person, 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



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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, 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 the bylaws.



     Section 8.03 Resignations.  Any director, member of a committee or officer may resign at any time. Such resignation shall
be made in writing and shall take effect at the time specified therein, or if no time be specified,
at the time of its receipt by the chief executive officer or Secretary. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so provided in the
resignation.



     Section 8.04 Facsimile Signatures.  In addition to the provisions for the use of facsimile signatures elsewhere specifically
authorized in these bylaws, facsimile signatures of any officer or officers of the Corporation may
be used whenever and as authorized by the Board of Directors.



     Section 8.05 Reliance upon Books, Reports and Records.  Each director and each member of any committee designated by the Board of Directors shall, in
the performance of his duties, be fully protected in relying in good faith upon the books of
account or reports made to the Corporation by any of its officers, or by an independent certified
public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by
any such committee, or in relying in good faith upon other records of the Corporation.



ARTICLE IX

AMENDMENTS




     If provided in the Certificate of Incorporation of the Corporation, the Board of Directors
shall have the power to adopt, amend and repeal from time to time bylaws of the Corporation,
subject to the right of the stockholders entitled to vote with respect thereto to amend or repeal
such bylaws as adopted or amended by the Board of Directors.




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