**Exhibit 3.1**

**AMENDED AND RESTATED**

**BYLAWS**

**OF**

**NATCO GROUP INC.**

a Delaware corporation 

Date of Adoption:

October 10, 2007 

**AMENDED AND RESTATED**

**BYLAWS**

**OF**

**NATCO GROUP INC.**

Article I 

Offices 

Section 1. Registered Office. The registered officeof the Corporation required by the General Corporation Law of the State of Delaware (the “DGCL”) to be maintained in the State of Delaware, shall be the registered office named in the original Certificate of Incorporation of theCorporation as amended and restated from time to time (the “Certificate of Incorporation”), 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 Corporationmaintain a principal office within the State of Delaware such registered office need not be identical to such principal office of the Corporation. 

Section 2. 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 theCorporation may require. 

Article II 

Stockholders 

Section 1. Place of Meetings. All meetings of the stockholdersshall 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. The Board of Directors may, in its sole discretion,determine that stockholder meetings shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board of Directors in its solediscretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication(a) participate in a meeting of stockholders; and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication,provided 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 proxy holder; (ii) thecorporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity toread or hear the proceedings of the meeting substantially concurrently with such proceedings; and (iii) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record ofsuch vote or other action shall be maintained by the corporation. 

 

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Section 2. Quorum; Adjournment of Meetings. Unless otherwise required by law orprovided 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 ofstockholders 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 aduly 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 representedby 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 theadjourned meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting. If the adjournment is for more than thirty (30) days, or if after theadjournment 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 orrepresented any business may be transacted which might have been transacted at the meeting as originally called. 

Section 3.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 fifteen (15) months subsequent to the date of the last annualmeeting of stockholders. 

Section 4. 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 Chief Executive Officer or by a majority of the Board of Directors. 

Section 5. 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 inrespect 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 dateshall not be more than sixty (60) days nor less than ten (10) 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 noticeof 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 

 

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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 themeeting is held. If, in accordance with Section 13 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 inwriting, 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 dayon which the Board of Directors adopts the resolution relating thereto. 

A determination of stockholders of record entitled to notice of orto 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. 

Section 6. Notice of Meetings. Except as otherwise required by law or the Certificate of Incorporation, written notice of the place,date and hour of all meetings, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in case of a special meeting, the purpose or purposes for whichthe meeting is called, shall be given by or at the direction of the Chairman of the Board (if any) or the Chief Executive Officer, the Secretary or the other person(s) calling the meeting to each stockholder entitled to vote thereat not less thanten (10) nor more than sixty (60) days before the date of the meeting. Such notice may be delivered either (a) personally or by mail or (b) by a form of electronic transmission consented to by the stockholder to whom thenotice is given, except to the extent prohibited by Section 232(e) of the DGCL. Any consent to receive notice by electronic transmission shall be revocable by the stockholder by written notice to the Corporation. Any such consentshall be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent and (ii) such inability becomes knownto the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall notinvalidate any meeting or other action. 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. All notices given tostockholders by a form of electronic transmission, as above provided, shall be deemed to have been given: (a) if by facsimile, when directed to a number at which the stockholder has consented to receive notice; (b) if byelectronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the stockholder of suchspecific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and (d) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the Secretaryor 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. Noticeshall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Securities Exchange Act of 1934, as amended (the“Exchange Act”). 

 

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Section 7. Stock List. A complete list of stockholders entitled to vote at any meetingof 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, forany 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 ofthe 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 ispresent. If the meeting is to be held by means of remote communication, the stock list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, andthe information required to access such list shall be provided with the notice of the meeting. In the event that the Corporation determines to make the list available on an electronic network, the Corporation shall take reasonablesteps to ensure that such information is available only to stockholders of the Corporation. 

Section 8. 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 ofstockholders 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 ballotsshall 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 shallhave been appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions. 

No proxyshall 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 anirrevocable power. 

Should a proxy designate two or more persons to act as proxies, unless such instrument shall provide the contrary, amajority 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 beexercised 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 proxiesrepresenting such shares. 

Section 9. Voting; Elections; Inspectors. Unless otherwise required by law or provided in theCertificate 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 orforeign, may be voted by such 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. 

 

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All voting shall be by stock vote. Every stock vote shall be taken by written ballots, each of whichshall 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 ofIncorporation. 

At any meeting at which a vote is taken by ballots, the chairman of the meeting may appoint one or more inspectors, each ofwhom 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 signa 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 10. Conduct of Meetings. The meetings of the stockholders shall be presided over by the Chairman of the Board (if any), or ifhe is not present, by the Chief Executive Officer, or if neither the Chairman of the Board (if any), nor the Chief Executive Officer is present, by a chairman elected at the meeting. The Secretary of the Corporation, if present, shall act assecretary of such meetings, or if he is not present, an Assistant Secretary shall so act; if neither the Secretary nor an Assistant Secretary is present, then a secretary shall be appointed by the chairman of the meeting. The chairman of any meetingof stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order. Unless the chairman of the meeting of stockholders shallotherwise determine, the order of business shall be as follows: 

 
 (a)Calling of meeting to order. 
 
 (b)Election of a chairman and the appointment of a secretary if necessary. 
 
 (c)Presentation of proof of the due calling of the meeting. 
 
 (d)Presentation and examination of proxies and determination of a quorum. 
 
 (e)Reading and settlement of the minutes of the previous meeting. 
 
 (f)Reports of officers and committees. 
 
 (g)The election of directors if an annual meeting, or a meeting called for that purpose. 
 
 (h)Unfinished business. 
 
 (i)New business. 
 
 (j)Adjournment. 
Section 11. TreasuryStock. 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 12. Action Without Meeting. 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 ameeting, 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 shares entitled to vote thereon. 

 

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Section 13. Notice of Stockholder Business. At an annual meeting of stockholders, onlysuch business shall be conducted as shall have been properly brought before the meeting (a) by or at the direction of the Board or (b) by a stockholder who is a stockholder of record at the time of giving such notice, who shall be entitledto vote at such meeting and who complies with the notice procedures set forth in this Section. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to theSecretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 40 days prior to the meeting. A stockholder’s notice to the Secretary shall setforth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting,(b) the name and address, as they appear on the Corporation’s book, of the stockholder proposing such business, (c) the class and number of shares of the Corporation that are beneficially owned by the stockholder and (d) anymaterial interest of the stockholder in such business. Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at an annual meeting except in compliance with this Section. The Chairman of an annual meeting shall, ifthe facts warrant, determine and declare accordance with the provisions of this Section, and, if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.Notwithstanding the foregoing provisions of this Section, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section.

Article III 

Board ofDirectors 

Section 1. Power; Number; Term of Office. The business and affairs of the Corporation shall be managed byor 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 not less than six (6) nor more than ten (10), the exact numberof directors to be fixed from time to time within such range by a duly adopted resolution of the Board of Directors. Each director shall hold office for the term for which he is elected, and until his successor shall have been elected and qualifiedor until his earlier death, resignation or removal. 

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

Section 2. Quorum. Unless otherwise provided in the Certificate ofIncorporation, 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 theact of the Board of Directors. 

 

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Section 3. Place of Meetings; Order of Business. The directors may hold their meetingsand 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 allmeetings 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 Chief Executive Officer, or by resolution of the Board ofDirectors. 

Section 4. First Meeting. Each newly elected Board of Directors may hold its first meeting for the purposeof 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 Directorsin 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 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designatedfrom time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required. 

Section 6.Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board (if any), the Chief Executive Officer or, on the written request of any two directors, by the Secretary, in each case on at leasttwenty-four (24) hours personal or written notice to each director. Such notice, or any waiver thereof pursuant to Article VIII, Section 3 hereof, need not state the purpose or purposes of such meeting, except as may otherwise be requiredby law or provided for in the Certificate of Incorporation or these bylaws. 

Section 7. Removal. Any director or theentire 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 ofDirectors 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 ifless 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 beclasses of directors, at an election of the class of directors of which such director is a part. 

Section 8. 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 thedirectors 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 soonerdisplaced. 

If the directors of the Corporation are divided into classes, any directors elected to fill vacancies or newly createddirectorships 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. 

 

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Section 9. Compensation. Unless otherwise restricted by the Certificate ofIncorporation, the Board of Directors shall have the authority to fix the compensation of directors. 

Section 10. ActionWithout 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 ofDirectors, 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, and the writing or writings are filed with the minutes of proceedings of the Board of Directors orcommittee. 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, ormembers 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 allpersons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to thetransaction of any business on the ground that the meeting is not lawfully called or convened. 

Section 11. Approval orRatification 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 stockholderscalled 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 Corporationentitled 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 stockholderof 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 suchconsent 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 1. 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, anexecutive 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 thebusiness 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 agreementof merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s 

 

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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 toauthorize 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 andlimitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. 

Section 2.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, shallfix 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, thepresence of a majority of all the members thereof shall 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 3. 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 notconstituting 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 1. 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 designatedExecutive 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 officershall 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 theCertificate of Incorporation provides otherwise. Except for the Chairman of the Board, if any, no officer need be a director. 

Section 2. 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 3. 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 proposedremoval 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. 

 

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Section 4. Vacancies. Any vacancy occurring in any office of the Corporation may befilled by the Board of Directors. 

Section 5. Powers and Duties of the Chairman of the Board. If elected, the Chairmanof 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 6. Powers and Duties of the Chief Executive Officer. Subject to the control of the Board of Directors and theexecutive 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 suchresponsibilities; 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 Corporation; unless the Board ofDirectors otherwise determines, the Chief Executive Officer shall, in the absence of the Chairman of the Board or if there is no Chairman of the Board, preside at all meetings of the stockholders and (should he be a director) of the Board ofDirectors; 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 7. Powers and Duties of the President. Subject to the control of the Board of Directors and the Chief Executive Officer, thePresident 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 he shall have such other powers and duties as designated in accordance with thesebylaws and as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer. In the absence of the Chief Executive Officer, or in the event of his inability or refusal to act, the President shall perform theduties of the Chief Executive Officer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. 

Section 8. 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 thePresident, 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 theevent 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 otherpowers as the Chief Executive Officer or the Board of Directors may from time to time prescribe. 

Section 9. 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 bythe Chief Executive Officer or the Board of Directors. He shall perform all acts incident to the position of 

 

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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 suchbond for the faithful discharge of his duties in such form as the Board of Directors may require. 

Section 10. AssistantTreasurers. 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 ExecutiveOfficer 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 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 shallattend 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 otherappointed 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 Directors may direct, all of whichshall 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 beassigned 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 12. Assistant Secretaries. Each Assistant Secretary shall have the usual powers and duties pertaining to his office, togetherwith 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 duringthat officer’s absence or inability or refusal to act. 

Section 13. Action with Respect to Securities of OtherCorporations. 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 respectto 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 suchother corporation. 

Article VI 

Indemnification of Directors, 

Officers, Employees and Agents 

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved inany 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 agreedto 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 otherenterprise, including service with respect to employee 

 

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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 servingor 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 DGCL, as the same exists or may hereafter be amended, (but, in the case of any such amendment, onlyto 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 whohas 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 indemnifyany 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 indemnificationconferred 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 DGCL 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 oris 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 theCorporation 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 2. Indemnification of Employees and Agents. The Corporation may, by action of its Board of Directors, provideindemnification 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 3. Right of Claimant to Bring Suit. If a written claim received by the Corporation from or on behalf of an indemnified partyunder 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 wholeor 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 advanceof 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 DGCL for the Corporation to indemnify theclaimant 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 adetermination 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 DGCL, nor an actual determination by theCorporation (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 metthe applicable standard of conduct. 

 

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Section 4. Nonexclusivity of Rights. The right to indemnification and the advancementand 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 5. Insurance. The Corporationmay 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 oragent 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 indemnify such person against such expense, liability or loss underthe DGCL. 

Section 6. Savings Clause. If this Article VI or any portion hereof shall be invalidated on any groundby 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, andamounts 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 invalidatedand to the fullest extent permitted by applicable law. 

Section 7. Definitions. For purposes of this Article, referenceto 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 specificallydesignated 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 anyperson 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, jointventure, 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 existencehad continued. 

Article VII 

Capital Stock 

Section 1. Certificates for Stock; Uncertificated Shares. The shares of theCorporation’s stock may be certificated or uncertificated, as provided under Delaware law, and shall be entered in the books of the Corporation and registered as they are issued. Any certificates for shares of the capital stock of theCorporation 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. Any certificates issued to any shareholder of the Corporation shall bear the name andseal of the Corporation and state that it is organized under the laws of the State of Delaware, the name of the shareholder, and the number and class (and the designated series, if any) of the shares 

 

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represented. Each certificate issued shall be signed by the Chairman of the Board (if any), Chief Executive Officer, President or a Vice President and theSecretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer; 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 bythe 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 orsignatures 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 theCorporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. Any stock certificates issued shall be consecutively numbered and shall be entered in the books of the Corporation as they areissued. 

Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registeredowner thereof a written notice that shall set forth the name of the corporation, that the Corporation is organized under the laws of the State of Delaware, the name of the shareholder, the number and class (and the designated series, if any) of theshares represented and any restrictions on the transfer or registration of such shares of stock imposed by the Corporation’s Certificate of Incorporation, these Bylaws any agreement among stockholders or any agreement between stockholders andthe Corporation. 

Section 2. Transfer of Stock. The shares of stock of the Corporation shall be transferable only on thebooks of the Corporation by the holder thereof in person or by their duly authorized attorneys or legal representatives. Upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed oraccompanied 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 itsbooks. Upon the receipt of proper evidence of succession, assignment or authority to transfer from the registered owner of uncertificated shares, it shall be the duty of the Corporation to issue a new equivalent uncertificated share to the personentitled thereto, cancel the old uncertificated shares and record the transaction upon its books. 

The Board of Directors may appoint oneor more transfer agents and one or more registrars, and may authorize such agent or registrar to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of such shares of stock as are consistent withapplicable law, regulation and the rules of any applicable stock exchange. 

Section 3. Ownership of Shares. TheCorporation 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 insuch 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 4. Regulations Regarding Certificates. The Board of Directors shall have the power and authority to make all such rules andregulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Corporation. 

 

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Section 5. Lost, Stolen or Destroyed Certificates. The Board of Directors maydetermine 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 legalrepresentative 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. Upon satisfaction of such conditions, the Corporation may issue (a) a new certificate or certificates of stock to the owner or (b) uncertificated shares in place of any certificate or certificates previously issued bythe Corporation alleged to have been lost, stolen or destroyed. 

Article VIII 

Miscellaneous Provisions 

Section 1. Fiscal Year. The fiscalyear of the Corporation shall be such as established from time to time by the Board of Directors. 

Section 2. CorporateSeal. The Board of Directors may provide a suitable seal, containing the name of the Corporation. The Secretary shall have charge of the seal (if any). If and when so directed by the Board of Directors or a committee thereof, duplicates of theseal may be kept and used by the Treasurer or by the Assistant Secretary or Assistant Treasurer. 

Section 3. Notice andWaiver 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 electronic transmission or(ii) by deposit of the same in the United States mail, postage prepaid, directed to the person at the person’s address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of suchtransmission or mailing, as the case may be. 

Whenever notice is required to be given by law, the Certificate of Incorporation or under anyof the provisions of these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute awaiver 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 thebusiness 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 ofIncorporation or the bylaws. 

Section 4. Resignations. Any director, member of a committee or officer may resign at anytime. 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 benecessary to make it effective, unless expressly so provided in the resignation. 

 

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Section 5. Facsimile Signatures. In addition to the provisions for the use offacsimile 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 6. Reliance upon Books, Reports and Records. Each director and each member of any committee designated by the Board ofDirectors 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 appraiserselected 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. 

Section 7. Electronic Transmission. For purposes of these bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, thatcreates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in a paper format by such a recipient through an automated process, including, without limitation, any communication bycablegram, telegram, facsimile transmission or electronic mail. When used in these Bylaws, the terms “written” and “in writing” shall include any electronic transmission. 

Article IX 

Amendments 

Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the power to adopt, amend and repeal from time to timebylaws of the Corporation at any regular or special meeting of the Board of Directors upon the affirmative vote of a majority of the directors then in office, subject to the right of the stockholders entitled to vote with respect thereto to amend orrepeal such bylaws as adopted or amended by the Board of Directors. 

 

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