exv4w8







    Exhibit 4.8



 


 




    WESTERN
    GAS PARTNERS FINANCE CORPORATION

    (a Delaware corporation)

    

    BY-LAWS



 


 



    Adopted June 9, 2009













 







    BY-LAWS

    OF

    WESTERN GAS PARTNERS FINANCE CORPORATION



 




    ARTICLE I

    



 




    Offices
    



 



    Section 1.  Offices.  The
    registered office of Western Gas Partners Finance Corporation
    (the “Corporation”) shall be in the State of Delaware.
    The Corporation may have offices at such other places both
    within and without the State of Delaware as the Board of
    Directors of the Corporation (the “Board”) may from
    time to time determine or as may be necessary or convenient to
    the business of the Corporation.



 




    ARTICLE II

    



 




    Stockholders
    



 



    Section 1.  Annual
    Meetings.  The annual meeting of the
    stockholders of the Corporation shall be held for the election
    of directors on the first Tuesday in October of each year, if
    such day is not a legal holiday, in the state where such meeting
    is to be held, or, if such day is a legal holiday, then at the
    same time on such next succeeding business day at the principal
    office of the Corporation in the State of Delaware, or at such
    other date, time, or place either within or without the State of
    Delaware as may be designated by the Board and stated in the
    notice of the meeting. Any other proper business may be
    transacted at the annual meeting. The Board may, in its sole
    discretion, determine that any annual meeting of stockholders
    may be held solely by means of remote communication.



 



    Section 2.  Special
    Meetings.  Special meetings of the
    stockholders of the Corporation may be held on such date, at
    such time and place, within or without the State of Delaware as
    shall be stated in the notice of the meeting. Such special
    meetings may be held for any purpose or purposes as shall be
    stated in the notice of the meeting, unless otherwise prescribed
    by statute, and may be called by the Board, the Chairman of the
    Board or the President. The Board may, in its sole discretion,
    determine that any special meeting of stockholders may be held
    solely by means of remote communication.



 



    Section 3.  Notice
    of Meetings.  Whenever stockholders are
    required or permitted to take any action at a meeting, the
    Corporation shall give notice of such meeting of stockholders.



 



    (a) Such notice shall state the place (if any), date, and
    hour of the meeting, the means of remote communication (if any)
    by which stockholders and proxyholders may be deemed to be
    present in person and vote at such meeting, and, in the case of
    a special meeting, the purpose or purposes for which the meeting
    is called. No business other than that specified in the notice
    thereof shall be transacted at a special meeting of
    stockholders. Unless otherwise provided by law, the notice of
    any meeting shall be given not less than ten (10) nor more
    than sixty (60) days before the date of the meeting to each
    stockholder entitled to vote at such meeting. Notice to
    stockholders may be given in writing or by Electronic
    Transmission (as defined in Section 11 of Article VII
    of these By-laws). If given in writing, notice may be delivered
    personally, may be mailed, or, with the consent of the
    stockholder entitled to receive notice, may be given by any of
    the means specified in subsection (b) of this
    Section 3. If mailed, such notice shall be deemed to be
    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.



 



    (b) Any notice to stockholders given by the Corporation
    shall be effective if given by a form of Electronic Transmission
    to which the stockholder to whom the notice is given has
    consented. Notice given pursuant to this subsection shall be
    deemed given, if by facsimile or other form of Electronic
    Transmission, when directed to a number or electronic address
    provided by the stockholder. An affidavit of the Secretary or an
    Assistant Secretary or of the transfer agent or other agent of
    the Corporation that the notice has been given by a form of
    Electronic Transmission shall, in the absence of fraud, be prima
    facie evidence of the facts stated therein.













 






    Section 4.  Adjournments.  Any
    meeting of stockholders, annual or special, may adjourn from
    time to time to reconvene at the same or some other place, and
    notice need not be given of any such adjourned meeting if the
    date, time, place and means of remote communication (if any)
    thereof are announced at the meeting at which the adjournment is
    taken. At the adjourned meeting, the Corporation may transact
    any business which might have been transacted at the original
    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 in accordance with
    Section 11 of this Article II, a notice of the
    adjourned meeting shall be given to each stockholder of record
    entitled to vote at the meeting.



 



    Section 5.  Quorum.  Except
    where otherwise provided by law, the Certificate of
    Incorporation of the Corporation (the “Certificate of
    Incorporation”), or these By-laws, the holders of a
    majority of the aggregate voting power of the stock issued and
    outstanding and entitled to vote at the meeting, present in
    person or represented by proxy, shall constitute a quorum for
    the transaction of business at all meetings of stockholders.
    Where a separate vote by a class or series or classes or series
    is required, a majority of the aggregate voting power of such
    class or series or classes or series, present in person or
    represented by proxy, shall constitute a quorum entitled to take
    action with respect to that vote on that matter. In the absence
    of a quorum, the stockholders so present may, by majority vote,
    adjourn the meeting to another time in the manner provided by
    Section 4 of this Article II until a quorum shall
    attend. Shares of its own capital stock belonging on the record
    date for the meeting to the Corporation or to another
    corporation, if a majority of the shares entitled to vote in the
    election of directors of such other corporation is held,
    directly or indirectly, by the Corporation, shall neither be
    entitled to vote nor be counted for quorum purposes; provided,
    however, that the foregoing shall not limit the right of the
    Corporation to vote stock, including but not limited to its own
    stock, held by it in a fiduciary capacity.



 



    Section 6.  Organization.  Meetings
    of stockholders shall be presided over by the Chairman of the
    Board, or in his absence, by the President, any Executive Vice
    President, Senior Vice President, or Vice President, or in the
    absence of the foregoing persons by a chairman designated by the
    Board, 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 presiding chairman of the
    meeting may appoint any person to act as secretary of the
    meeting.



 



    Section 7.  Vote
    Required.  Except as otherwise provided by
    law, the Certificate of Incorporation or these By-laws:
    (a) Directors shall be elected by a plurality in voting
    power of the shares present in person or represented by proxy at
    the meeting and entitled to vote in the election of directors;
    and (b) any corporate action other than the election of
    directors shall be authorized by a majority in voting power of
    the shares present in person or represented by proxy at the
    meeting and entitled to vote on the subject matter.



 



    Section 8.  Voting;
    Proxies.  (a) Unless otherwise provided
    in the Certificate of Incorporation, each stockholder entitled
    to vote at any meeting of stockholders shall be entitled to one
    vote for each share of stock held by him which has voting power
    upon the matter in question and which is registered in such
    stockholder’s name on the books of the Corporation on the
    record date fixed for determination of stockholders entitled to
    vote at such meeting.



 



    (b) 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 proxy, but no such proxy shall be
    voted or acted upon after three (3) years from its date,
    unless the proxy provides for a longer period. A duly executed
    proxy shall be irrevocable if it states that it is irrevocable
    and if, and only as long as, it is coupled with an interest
    sufficient in law to support an irrevocable power. A stockholder
    may revoke any proxy which is not irrevocable by attending the
    meeting and voting in person or by filing an instrument in
    writing revoking the proxy or another duly executed proxy
    bearing a later date with the Secretary of the Corporation.



 



    Section 9.  Remote
    Communication.  For the purposes of these
    By-laws, if authorized by the Board in its sole discretion, and
    subject to such guidelines and procedures as the Board may
    adopt, stockholders and proxyholders may, by means of remote
    communication: (a) participate in a meeting of
    stockholders, (b) be deemed present in person and vote at a
    meeting of stockholders whether such meeting is to be held at a




    

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    designated place or solely by means of remote communication,
    provided, however, that (i) the Corporation shall implement
    reasonable measures to verify that each person deemed present
    and permitted to vote at the meeting by means of remote
    communication is a stockholder or proxyholder, (ii) the
    Corporation shall implement reasonable measures to provide such
    stockholders and proxyholders a reasonable opportunity to
    participate in the meeting and to vote on matters submitted to
    the stockholders, including an opportunity to read or hear the
    proceedings of the meeting substantially concurrently with such
    proceedings, and (iii) if any stockholder or proxyholder
    votes or takes other action at the meeting by means of remote
    communication, a record of such vote or other action shall be
    maintained by the Corporation.



 



    Section 10.  Stockholder
    Action Without a Meeting.  (a) Unless
    otherwise provided by law, the Certificate of Incorporation or
    these By-laws, any action required to be taken or that may be
    taken at any meeting of stockholders of the Corporation 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 all of the outstanding stock
    entitled to vote thereon and shall be delivered to the
    Corporation by delivery to its Corporate Secretary by means of
    hand delivery, mail or Electronic Transmission, as defined in
    Article VI of these
    By-laws



 



    Section 11.  Fixing
    Date for Determination of Stockholders of
    Record.  (a) 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 to consent to action in writing without a meeting,
    the Board may fix a record date, which shall not precede the
    date upon which the resolution fixing the record date is adopted
    by the Board, and which shall not be more than sixty
    (60) nor less than ten (10) days before the date of
    such meeting. If no record date is fixed by the Board, the
    record date for determining stockholders entitled to notice of
    or to vote at a meeting of stockholders shall be at the close of
    business on the day next preceding the day on which notice is
    given, or, if notice is waived, at the close of business on the
    day next preceding the day on which the meeting is held. A
    determination of stockholders of record entitled to notice of or
    to vote at a meeting of stockholders shall apply to any
    adjournment of the meeting; provided, however, that the Board
    may fix a new record date for the adjourned meeting.



 



    Section 12.  List
    of Stockholders Entitled to Vote.  The
    Secretary shall prepare and make, at least ten (10) days
    before every meeting of stockholders, a complete list of the
    stockholders entitled to vote at the meeting, arranged in
    alphabetical order, and showing the address of each stockholder
    and the number of shares registered in the name of each
    stockholder. Nothing contained in this Section 12 shall
    require the Corporation to include electronic mail addresses or
    other electronic contact information on such list. Such list
    shall be the only evidence as to who are the stockholders
    entitled to examine the list or vote in person or by proxy at
    any meeting of stockholders. Such list shall be open to the
    examination of any stockholder, for any purpose germane to the
    meeting for a period of at least ten days prior to the meeting:
    (i) on a reasonably accessible electronic network, provided
    that the information required to gain access to such list is
    provided with the notice of the meeting, or (ii) during
    ordinary business hours, at the principal place of business of
    the Corporation. In the event that the Corporation determines to
    make the list available on an electronic network, the
    Corporation may take reasonable steps to ensure that such
    information is available only to stockholders of the
    Corporation. The list shall also be produced and kept at the
    time and place of the meeting during the whole time thereof and
    may be inspected by any stockholder who is present. If the
    meeting is to be held solely by means of remote communication,
    the list shall also be open to the examination of the
    stockholder during the whole time of the meeting on a reasonably
    accessible electronic network, and the information required to
    access such list shall be provided with the notice of the
    meeting. Upon the willful neglect or refusal of the directors to
    produce such a list at any meeting for the election of
    directors, they shall be ineligible for election to any office
    at such meeting.




    

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    ARTICLE III

    



 




    Board of
    Directors
    



 



    Section 1.  Powers;
    Numbers; Qualifications.  The business and
    affairs of the Corporation shall be managed by or under the
    direction of the Board, except as may be otherwise provided by
    law, the Certificate of Incorporation, or these By-laws. The
    number of directors constituting the entire Board shall be not
    less than one. The number of directors shall be as determined
    from time to time by resolution of the Board. Directors need not
    be stockholders.



 



    Section 2.  Election;
    Term of Office; Resignation; Vacancies.  Each
    director shall hold office until his successor is elected and
    qualified or until his earlier resignation or removal. Any
    director may resign at any time upon written notice in writing
    or by Electronic Transmission (as described in Section 11
    of Article VII of these By-laws) to the Board, to the
    Chairman of the Board, to the President or to the Secretary of
    the Corporation. Such resignation shall take effect at the time
    specified therein, and unless otherwise specified therein no
    acceptance of such resignation shall be necessary to make it
    effective. Unless otherwise provided in the Certificate of
    Incorporation or these By-laws, 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 by a sole
    remaining director. Unless otherwise provided in the Certificate
    of Incorporation or these By-laws, when one or more directors
    shall resign from the Board, effective at a future date, a
    majority of directors then in office, including those who have
    resigned, shall have the power to fill such vacancy or
    vacancies, the vote thereon to take effect when such resignation
    or resignations shall become effective.



 



    Section 3.  Regular
    Meetings.  Regular meetings of the Board may
    be held at such places within or without the State of Delaware
    and at such dates and times as the Board may from time to time
    determine.



 



    Section 4.  Special
    Meetings.  Special meetings of the Board may
    be held at any time or place within or without the State of
    Delaware at the call of the Chairman of the Board. Reasonable
    notice thereof shall be given by the Chairman of the Board or
    the Secretary by such means as may be determined by the Board
    from time to time.



 



    Section 5.  Meetings
    By Remote Communication Permitted.  Unless
    otherwise restricted by the Certificate of Incorporation or
    these By-laws, members of the Board, or any committee designated
    by the Board, may participate in a meeting of the Board or of
    such committee, as the case may be, by means of conference
    telephone or other communications equipment by means of which
    all persons participating in the meeting can hear each other,
    and participation in a meeting pursuant to this By-law shall
    constitute presence in person at such meeting.



 



    Section 6.  Quorum
    and Powers of a Majority.  At all meetings of
    the Board, and of each committee thereof, a majority of the
    total number of directors constituting the entire Board or such
    committee shall be necessary and sufficient to constitute a
    quorum for the transaction of business. The act of a majority of
    the directors present at a meeting of the Board or a committee
    thereof at which a quorum is present shall be the act of the
    Board or such committee, unless by express provision of
    applicable law, the Certificate of Incorporation, or these
    By-laws, a different vote is required, in which case such
    express provision shall govern and control. In the absence of a
    quorum, a majority of the members present may adjourn such
    meeting from time to time until a quorum is present.



 



    Section 7.  Organization.  Meetings
    of the Board shall be presided over by the Chairman of the
    Board, or in his absence, by a chairman chosen at the meeting.
    The Secretary shall act as secretary of the meeting, but in his
    absence, the presiding chairman of the meeting may appoint any
    person to act as secretary of the meeting.



 



    Section 8.  Board
    Action by Consent of Directors.  Any action
    required or permitted to be taken at any meeting of the Board,
    or of any committee thereof, may be taken without a meeting if
    all members of the Board or of such committee, as the case may
    be, consent thereto in writing or by Electronic Transmission (as
    described in Section 11 of Article VII of these
    By-laws), and the writing or Electronic Transmission is filed
    with the minutes of proceedings of the Board or committee.
    Consents may be executed in counterparts, all of which together
    shall be deemed to be one and the same document. Signatures on
    such counterparts may be




    

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    transmitted to the Corporate Secretary either in writing or by
    means of Electronic Transmission. Paper copies of such
    Electronic Transmission shall be filed with the minutes of
    proceedings of the Board or committee.



 



    Section 9.  Committees
    of the Board.  The Board may designate one
    (1) or more committees, each committee to consist of one or
    more of the directors of the Corporation. The Board may
    designate one (1) or more directors as alternate members of
    any committee, who may replace any absent or disqualified member
    at any meeting of the committee. Vacancies in any such committee
    shall be filled by the Board, but in the absence or
    disqualification of a member of such 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 to act at the
    meeting in place of any such absent or disqualified member. Any
    such committee, to the extent provided in the resolution of the
    Board, shall have and may exercise all the powers and authority
    of the Board in the management of the business and affairs of
    the Corporation (including the power to designate other
    committees of the Board), and may authorize the seal of the
    Corporation to be affixed to all papers which may require it;
    provided, however, that no such committee shall have power or
    authority in reference to (i) approving or adopting, or
    recommending to the stockholders any action or matter (other
    than the election or removal of directors) expressly required by
    law to be submitted to stockholders for approval or
    (ii) adopting, amending, or repealing any by-law of the
    Corporation.



 




    ARTICLE IV

    



 




    Officers
    



 



    Section 1.  Officers;
    General Provisions.  The officers of the
    Corporation shall consist of such of the following as the Board
    may from time to time elect: a Chairman of the Board, a
    President, one or more Executive Vice Presidents, one or more
    Senior Vice Presidents, one or more Vice Presidents, a
    Secretary, a Treasurer, a Controller, and a Tax Officer. The
    Chairman of the Board shall be chosen from among the directors.
    The Board may also elect one or more Assistant Secretaries,
    Assistant Treasurers, Assistant Controllers, and such other
    officers with such titles and powers
    and/or
    duties as the Board shall from time to time determine. Officers
    may be designated for particular areas of responsibility and
    simultaneously serve as officers of subsidiaries or divisions.
    The officers of the Corporation shall be elected as soon as
    practicable after the annual meeting of stockholders in each
    year to hold office until the first meeting of the Board after
    the annual meeting of stockholders next succeeding his election,
    and until his successor is elected and qualified or until his
    earlier resignation or removal.



 



    Section 2.  Resignation.  Any
    officer so elected may resign at any time upon notice in writing
    or by Electronic Transmission to the Board, the Chairman of the
    Board, the President, or the Secretary; provided, however, that
    if such notice is given by Electronic Transmission, such
    Electronic Transmission must either set forth or be submitted
    with information from which it can be determined that the
    Electronic Transmission was authorized by the officer. Such
    resignation shall take effect at the time specified therein, and
    unless otherwise specified therein, no acceptance of such
    resignation shall be necessary to make it effective.



 



    Section 3.  Removal.  Any
    officer may be removed, with or without cause, by vote of a
    majority of the entire Board at a meeting called for that
    purpose. Any such removal shall be without prejudice to the
    contractual rights of such officer, if any, with the
    Corporation, but the election or appointment of any officer
    shall not of itself create contractual rights. Any number of
    offices may be held by the same person. Any vacancy occurring in
    any office by death, resignation, removal or otherwise may be
    filled for the unexpired portion of the term by the Board at any
    regular or special meeting



 



    Section 4.  Chairman
    of the Board.  The Chairman of the Board
    shall, when present, preside at all meetings of the stockholders
    and the Board; have authority to call special meetings of the
    stockholders and of the Board; have authority to sign and
    acknowledge in the name and on behalf of the Corporation all
    stock certificates, contracts or other documents and instruments
    except where the signing thereof shall be expressly delegated to
    some other officer or agent by the Board or required by law to
    be otherwise signed or executed and, unless otherwise provided
    by law or by the Board, may authorize any officer, employee or
    agent of the Corporation to sign, execute and acknowledge in his
    place and stead all such documents and instruments; he




    

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    shall fix the compensation of officers of the Corporation, other
    than his own compensation, and the compensation of officers of
    its principal operating subsidiaries reporting directly to him
    unless such authority is otherwise reserved to the Board or a
    committee thereof; and he shall approve proposed employee
    compensation and benefit plans of subsidiary companies not
    involving the issuance or purchase of capital stock of the
    Corporation. He shall have the power to appoint and remove any
    Executive Vice President, Senior Vice President, Vice President,
    Secretary, Treasurer, Controller, or Tax Officer of the
    Corporation. He shall also have the power to appoint and remove
    such associate or assistant officers of the Corporation with
    such titles and duties as he may from time to time deem
    necessary or appropriate. He shall have such other powers and
    perform such other duties as from time to time may be assigned
    to him by the Board.



 



    Section 5.  President.  The
    President shall have general control of the business, and
    affairs of the Corporation, subject to the Chairman of the Board
    and the Board. He may sign or execute, in the name of the
    Corporation, all deeds, mortgages, bonds, contracts, or other
    undertakings or instruments, except in cases where the signing
    or execution thereof shall have been expressly delegated by the
    Chairman of the Board or the Board to some other officer or
    agent of the Corporation. He shall have and may exercise such
    powers and perform such duties as may be provided by law or as
    are incident to the office of President of a corporation and
    such other duties as are assigned by these By-laws and as may
    from time to time be assigned by the Chairman of the Board or
    the Board.



 



    Section 6.  Vice
    Presidents.  Each Vice President (which shall
    include Executive Vice President and Senior Vice President if
    such titles are conveyed) shall have such powers and perform
    such duties as may be provided by law or as may from time to
    time be assigned to him or her, either generally or in specific
    instances, by the Board, the Chairman of the Board, or the
    President. Any Vice President may perform any of the duties or
    exercise any of the powers of the Chairman of the Board or the
    President at the request of, or in the absence or disability of,
    the Chairman of the Board or the President or otherwise as
    occasion may require in the administration of the business and
    affairs of the Corporation. Each Vice President shall have
    authority to sign or execute all deeds, mortgages, bonds,
    contracts, or other instruments on behalf of the Corporation,
    except in cases where the signing or execution thereof shall
    have been expressly delegated by the Board or these By-laws to
    some other officer or agent of the Corporation.



 



    Section 7.  Secretary.  The
    Secretary shall keep the minutes of meetings of the stockholders
    and of the Board in books provided for the purpose; he shall see
    that all notices are duly given in accordance with the
    provisions of these By-laws, or as required by law; he shall be
    custodian of the records and of the corporate seal or seals of
    the Corporation; he shall see that the corporate seal is affixed
    to all documents requiring same, the execution of which, on
    behalf of the Corporation, under its seal, is duly authorized,
    and when said seal is so affixed he may attest same; and, in
    general, he shall perform all duties incident to the office of
    the secretary of a corporation, and such other duties as from
    time to time may be assigned to him by the Board, the Chairman
    of the Board, or the President or as may be provided by law. Any
    Assistant Secretary may perform any of the duties or exercise
    any of the powers of the Secretary at the request of, or in the
    absence or disability of, the Secretary or otherwise as occasion
    may require in the administration of the business and affairs of
    the Corporation.



 



    Section 8.  Treasurer.  The
    Treasurer shall have charge of and be responsible for all funds,
    securities, receipts and disbursements of the Corporation, and
    shall deposit, or cause to be deposited, in the name of the
    Corporation, all moneys or other valuable effects in such banks,
    trust companies or other depositories as shall, from time to
    time, be selected by or under authority of the Board; if
    required by the Board, he shall give a bond for the faithful
    discharge of his duties, with such surety or sureties as the
    Board may determine; he shall keep or cause to be kept full and
    accurate records of all receipts and disbursements in books of
    the Corporation and shall render to the Chairman of the Board,
    the President and the Board, whenever requested, an account of
    the financial condition of the Corporation; and, in general, he
    shall perform all the duties incident to the office of treasurer
    of a corporation, and such other duties as may be assigned to
    his by the Board, the Chairman of the Board or the President or
    as may be provided by law. Any Assistant Treasurer may perform
    any of the duties or exercise any of the powers of the Treasurer
    at the request of, or in the absence or disability of, the
    Treasurer or otherwise as occasion may require in the
    administration of the business and affairs of the Corporation.




    

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    Section 9.  Controller.  The
    Controller shall be the chief accounting officer of the
    Corporation. He shall keep full and accurate accounts of the
    assets, liabilities, commitments, receipts, disbursements and
    other financial transactions of the Corporation; shall cause
    regular audits of the books and records of account of the
    Corporation and supervise the preparation of the
    Corporation’s financial statements; and, in general, he
    shall perform the duties incident to the office of controller of
    a corporation and such other duties as may be assigned to his by
    the Board, the Chairman of the Board, or the President, or as
    may be provided by law. If no Controller is elected by the
    Board, the Treasurer shall perform the duties of the office of
    Controller. Any Assistant Controller may perform any of the
    duties or exercise any of the powers of the Controller at the
    request of, or in the absence or disability of, the Controller
    or otherwise as occasion may require in the administration of
    the business and affairs of the Corporation.



 



    Section 10.  Tax
    Officer.  The Tax Officer shall have the
    authority to sign or execute on behalf of this Company any
    federal, foreign, Indian, state, or local tax return or report,
    claim for refund of taxes, extension of a statute of limitation,
    administrative tax appeals filings, and any other document
    relating to this Company’s tax responsibilities.



 




    ARTICLE V

    



 




    Stock
    



 



    Section 1.  Certificates.  The
    shares of capital stock of the Corporation shall be represented
    by certificates, unless the Certificate of Incorporation
    otherwise provides or unless the Board provides by resolution
    that some or all of the shares of any class or classes, or
    series thereof, of the Corporation’s capital stock shall be
    uncertificated. Every holder of capital stock of the Corporation
    represented by certificates shall be entitled to a certificate
    representing such shares. Certificates for shares of stock of
    the Corporation shall be issued under the seal of the
    Corporation, or a facsimile thereof, and shall be numbered and
    shall be entered in the books of the Corporation as they are
    issued. Each certificate shall bear a serial number, shall
    exhibit the holder’s name and the number of shares
    evidenced thereby, and shall be signed by the President or any
    Vice President, and by the Secretary or an Assistant Secretary.
    Any or all of the signatures on the certificate may be a
    facsimile. If any officer, transfer agent, or registrar who has
    signed or whose facsimile signature has been placed upon a
    certificate shall have ceased to be such officer, transfer
    agent, or registrar before such certificate is issued, the
    certificate may be issued by the Corporation with the same
    effect as if such person or entity were such officer, transfer
    agent, or registrar at the date of issue.



 



    Section 2.  Lost,
    Stolen or Destroyed Stock Certificates; Issuance of New
    Certificates.  The Corporation may issue a new
    certificate of stock or uncertificated shares in 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.



 




    ARTICLE VI

    



 




    Indemnification
    



 



    Section 1.  Indemnification
    of Directors, Officers and Employees.  The
    Corporation shall indemnify to the full extent authorized by law
    any person made or threatened to be made a party to any action,
    suit or proceeding, whether criminal, civil, administrative or
    investigative by reason of the fact that he, his testator or
    intestate, is or was a director, officer or employee of the
    Corporation or any predecessor of the Corporation or serves or
    served any other enterprise as a director, or officer or
    employee at the request of the Corporation or any predecessor of
    the Corporation. In the event that the Board or stockholders
    refuse or fail to provide indemnity, a person may seek indemnity
    from the Corporation in court and have the court substitute its
    judgment as to the propriety of indemnity, or determine such
    propriety in the absence of any determination thereof by the
    Board or by stockholders.




    

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    ARTICLE VII

    



 




    Miscellaneous
    



 



    Section 1.  Fiscal
    Year.  The fiscal year of the Corporation
    shall end on the thirty-first day of December in each year, or
    on such other day as may be fixed from time to time by the Board.



 



    Section 2.  Seal.  The
    Corporation may have a corporate seal which shall have inscribed
    thereon the name of the Corporation, the year of its
    organization and the words “Corporate Seal, Delaware.”
    The corporate seal may be used by causing it or a facsimile
    thereof to be impressed or affixed or in any other manner
    reproduced.



 



    Section 3.  Waiver
    of Notice of Meetings of Stockholders, Directors and
    Committees.  Whenever notice is required to be
    given by law or under any provision of the Certificate of
    Incorporation or these By-laws, a waiver thereof, either in
    writing and signed by the person entitled to notice or by
    Electronic Transmission (as defined in Section 11 of
    Article VII of these By-laws) shall be deemed equivalent to
    notice, whether given before or after the time and date stated
    in such 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, directors,
    or members of a committee of directors need be specified in any
    waiver of notice unless so required by the Certificate of
    Incorporation or these By-laws.



 



    Section 4.  Form
    of Records.  Any books or records maintained
    by the Corporation in the regular course of its business,
    including its stock ledger, books of account, and minute books,
    may be kept on, or by means of, or be in the form of, any
    information storage device or method; provided, however, that
    the books and records so kept can be converted into clearly
    legible paper form within a reasonable time. The Corporation
    shall so convert any records so kept upon the request of any
    person entitled to examine such books and records pursuant to
    the Certificate of Incorporation, these By-laws, or the relevant
    provisions of the General Corporation Law of the State of
    Delaware.



 



    Section 5.  Voting
    Shares in Other Business Entities.  The
    President or any other officer of the Corporation designated by
    the Board may vote any and all shares of stock or other equity
    interest held by the Corporation in any other corporation or
    other business entity, and may exercise on behalf of the
    Corporation any and all rights and powers incident to the
    ownership of such stock or other equity interest.



 



    Section 6.  Record
    Date for Distributions and Other Actions.  In
    order that the Corporation may determine the stockholders
    entitled to receive payment of any dividend or other
    distribution or allotment of any rights or the stockholders
    entitled to exercise any rights in respect of any change,
    conversion, or exchange of stock, or for the purpose of any
    other lawful action, except as may otherwise be provided by
    these By-laws, the Board may fix a record date, which record
    date shall not precede the date upon which the resolution fixing
    the record date is adopted, and which record date shall be not
    more than sixty (60) days prior to such action. If no
    record date is fixed, the record date for determining
    stockholders for any such purpose shall be at the close of
    business on the day on which the Board adopts the resolution
    relating thereto.



 



    Section 7.  Section Titles.  The
    titles of the sections and subsections have been inserted as a
    matter of reference only and shall not control or affect the
    meaning or construction of any of the terms and provisions
    hereof.



 



    Section 8.  Amendment
    of By-laws.  These By-laws may be altered,
    amended, or repealed by the Board or by the stockholders of the
    Corporation.



 



    Section 9.  Certificate
    of Incorporation.  Notwithstanding anything to
    the contrary contained herein, if any provision contained in
    these By-laws is inconsistent with or conflicts with a provision
    of the Certificate of Incorporation, such provision of these
    By-laws shall be superseded by the inconsistent provision in the
    Certificate of Incorporation to the extent necessary to give
    effect to such provision in the Certificate of Incorporation.




    

    8








 






    Section 10.  Gender
    References.  All references and uses herein of
    the masculine pronouns “he” or “his” shall
    have equal applicability to and shall also mean their feminine
    counterpart pronouns, such as “she” or “her.”



 



    Section 11.  Electronic
    Transmission.  For purposes of these By-laws,
    “Electronic Transmission” means any form of
    communication, not directly involving the physical transmission
    of paper, that creates a record that may be retained, retrieved,
    and reviewed by a recipient thereof, and that may be directly
    reproduced in paper form by such a recipient through an
    automated process. For purposes of these By-laws, Electronic
    Transmission shall include facsimile,
    e-mail,
    telegram, cablegram, and other similar methods, provided,
    however, that such Electronic Transmission must either set forth
    or be submitted with information from which it can be determined
    that the Electronic Transmission was authorized by the director,
    stockholder or officer, as the case may be, purported to be the
    sender.




    

    9