**Exhibit 3.2**

 

**AMENDED AND RESTATED BYLAWS OF**

**PETROHAWK ENERGY CORPORATION**

**ADOPTED AS OF AUGUST 11, 2004**

 

**ARTICLE I - OFFICES**

 

Section 1.1.                          Offices.  The registered office of Petrohawk EnergyCorporation (the “Corporation”) in the State of Delaware shall be as set forthin its Certificate of Incorporation until changed by the Board of Directors asprovided by law.

 

Section 1.2.                          OtherOffices.  The Corporation may alsohave such offices and places of business, within or without the State ofDelaware, as the Board of Directors of the Corporation (the “Board” or the “Boardof Directors”) may determine from time to time or as the business of theCorporation may require.

 

**ARTICLE II - DIRECTORS**

 

Section 2.1.                          GeneralPowers.  Subject to the provisions ofthe Delaware General Corporation Law (the “DGCL”), and subject to anylimitations in the Certificate of Incorporation of the Corporation relating toaction required to be approved by the stockholders of the Corporation, theproperty, business and affairs of the Corporation shall be managed by the Boardof Directors.  The Board of Directors maydelegate the management of the day-to-day operation of the business of theCorporation to officers or employees or other persons, provided that thebusiness and affairs of the Corporation shall be managed, and all corporatepowers shall be exercised, under the ultimate direction of the Board.

 

Section 2.2.                          Numberand Qualification. The Board of Directors shall consist of not less thanone (1) nor more than eleven (11) members, as such number may be designated bythe Board of Directors from time to time. No reduction in the number of directors shall have the effect ofremoving any director prior to the expiration of his or her term.

 

Section 2.3.                          Electionand Terms. Directors shall be elected by a plurality of the votes of thestockholders present in person or represented by written proxy at the annualmeeting.  Each director so elected shallhold office until the next annual stockholders’ meeting (or in the case of aclassified or staggered Board, until the annual stockholders’ meeting at whichsuch director’s class is up for re-election) and until said director’ssuccessor is duly elected and qualified, or until his or her earlier death,resignation, or removal.  Any director ofthe Corporation may resign at any time by notice given in writing or electronicsubmission to the Board or to the Secretary of the Corporation.  Any such resignation shall take effect at thetime specified therein, or, if the time is not specified, it shall take effectimmediately upon its receipt; and unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective.

 

Section 2.4.                          Vacancies.  Vacancies on the Board of Directors, howeveroccurring, including, but not limited to, vacancies arising from newly createddirectorships, may be filled only by a majority vote of the remainingdirectors, or by the sole remaining director, although less than a quorum; butif there is a complete vacancy upon the Board with no remaining directors, thevacancies may be filled by the stockholders. Each director so elected shall hold office until the expiration of theterm for which elected and until a successor has been elected and qualified.

 

1

----

 

Section 2.5.                          Removalof Directors.  Unless the Certificateof Incorporation of the Corporation otherwise provides, at any meeting ofstockholders called expressly for that purpose, any director or the entireBoard of Directors may be removed, with or without cause, by the holders of amajority of the shares then entitled to vote at an election of directors,except so long as the Corporation’s Board of Directors is classified,stockholders may effect such removal only for cause, or except as otherwiseprovided by law.

 

Section 2.6.                          Meetingsof Directors.  The directors shallmeet at such times and places, within or without the State of Delaware, as theBoard may from time to time determine. Any special meeting of the Board may be called by the Chairman of theBoard, the President, or any Vice President or Secretary or any twodirectors.  The annual meeting of theBoard of Directors shall be held before or immediately following thestockholders’ annual meeting and at the same place; provided, however, thatsaid meeting may be held on such other day, hour or place, as may be determinedby the written consent of all directors, or, in the absence of such consent, asmay be designated in written notice sent by the Chairman of the Board, Presidentor by the Secretary to each director at least two (2) days prior to the datespecified in said notice.  The annualdirectors’ meeting shall, in any event, be held within ninety (90) days afterthe annual meeting of the stockholders if so demanded in writing by anydirector.

 

Section 2.7.                          TelephonicMeetings.  Members of the Board ofDirectors or any committee designated by the Board of Directors may participatein a meeting of the Board of Directors or committee of the Board by means ofconference telephone or similar communications equipment by which all personsparticipating in the meeting can hear one another at the same time.  Such participation shall constitute presencein person at the meeting.  Allparticipants in any meeting of directors, by virtue of their participation andwithout further action on their part, shall be deemed to have consented to therecording of such meeting by electronic device or otherwise, and to the makingof a written transcript thereof, in order that minutes thereof shall beavailable for the Corporation’s records.

 

Section 2.8.                          Quorumand Voting.  A majority of the totalnumber of the Board of Directors shall constitute a quorum for the transactionof business, but a lesser number may adjourn any meeting from time to time andthe meeting may be held as adjourned without further notice.  When a quorum is present, the vote of atleast a majority of the directors who are present in person or by proxy, shalldecide any matters brought before the meeting unless a different vote isrequired by statute, the Certificate of Incorporation of the Corporation, orthese Bylaws.  A meeting at which aquorum is initially present may continue to transact business notwithstandingthe withdrawal of directors, if any action taken is approved by at least amajority of the required quorum for that meeting.  A majority of directors present, whether ornot constituting a quorum, may adjourn any meeting to another time and place.

 

Section 2.9.                          Notice.  Notice of any special meeting shall be givenat least two (2) days prior to the meeting, in person or by any means and inthe manner specified in Section 10.1. Any director may waive notice and a written waiver thereof signed by adirector (whether, in the case of notice of a meeting, the written waiver issigned before or after the meeting) shall constitute notice.  Attendance in person at any directors’meeting shall for all purposes constitute waiver of notice thereof unless thedirector attends the meeting for the sole purpose of objecting to the transactionof any business thereat because the meeting is not lawfully called or convenedand unless he or she voices his or her objections at the beginning of themeeting and does not otherwise participate therein.  Neither the business to be transacted at, northe purpose of, any regular or special meeting of the Board of Directors needbe specified in the notice or waiver of notice of such meeting.

 

Section 2.10.                    Actionby Consent.  Any action required orpermitted to be taken at any meeting of the Board or of any committee thereofmay be taken without a meeting if a written consent thereto is signed by allmembers of the Board or of such committee, as the case may be, and such writtenconsent is filed with the minutes of proceedings of the Board or committee.

 

Section 2.11.                    Compensation.  The directors shall receive only suchcompensation for their services as directors or as members of committees of theBoard as may be allowed by resolution of the Board.  The Board may also provide that theCorporation shall reimburse each such director for any reasonable expenseincurred by such director on account of such director’s attendance at anymeetings of the Board or committees of the Board.  Except as otherwise limited by law, neitherthe payment of such compensation nor the reimbursement of such expenses shallbe construed to preclude any director from serving the Corporation in any othercapacity and receiving compensation therefore.

 

2

----

 

Section 2.12                       Committees.  The Board may, by resolution passed by amajority of the whole Board, designate one or more committees, each committeeto consist of one or more of the directors of the Corporation.  The Board may designate one or more directorsas alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee. Any such committee, to theextent provided in the resolution of the Board and except as otherwise limitedby law, shall have and may exercise all the powers and authority of the Boardin the management and the business and affairs of the Corporation, and mayauthorize the seal of the Corporation to be affixed to all papers which mayrequire it, but no such committee shall have power or authority in reference tothe following matters: 1) approving or adopting, or recommending to thestockholders, any action or matters (other than the election or removal ofdirectors) expressly required by DGCL to be submitted to stockholders forapproval or 2) adopting, amending or repealing any bylaw of theCorporation.  A majority of the membersof a committee shall constitute a quorum for the transaction of business.  Any such committee shall keep written minutesof its meetings and report the same to the Board at the next regular meeting ofthe Board.  Vacancies in such committeesshall be filled by the Board of Directors.

 

**ARTICLE III - OFFICERS**

 

Section 3.1.                          Officersand Election Thereof.  The officersof the Corporation shall be a Chief Executive Officer and President, Secretaryand a Treasurer, and such other officers and assistant officers, including, butnot limited to, a Chairman of the Board or one or more vice-presidents, as theBoard of Directors may from time to time deem necessary or advisable.  Any number of offices may be held by the sameperson.  All officers shall be elected bythe Board of Directors at its annual meeting, and the Board of Directors shallalso be empowered to fill all vacancies in office.

 

a.  Chairmanof the Board.  The chairman of theboard, if there be such an officer, shall, if present, preside at all meetingsof the Board of Directors, and exercise and perform such other powers andduties as may be from time to time be assigned to him by the Board of Directorsor prescribed by these Bylaws.

 

b.  ChiefExecutive Officer and President. Subject to such supervisory powers, if any, as may be given by the Boardof Directors to the Chairman of the Board, if there be such an officer, theChief Executive Officer and President shall be the chief executive officer ofthe Corporation and shall, subject to the control and direction of the Board ofDirectors, have general supervision, direction, and control of the business andofficers of the Corporation.  He shallpreside at all meetings of the stockholders and, in the absence of the Chairmanof the Board, at all meetings of the Board of Directors.  He shall have the general powers and dutiesof management usually vested in the office of chief executive officer of acorporation, and shall have such other powers and duties as may be prescribedby the Board of Directors or these Bylaws.

 

c.  VicePresident.  In the absence ordisability of the Chief Executive Officer, the vice president or vicepresidents, if there be such an officer or officers, in order of their rank asfixed by the Board of Directors, or if not ranked, the vice presidentdesignated by the Board of Directors, shall perform all the duties of the ChiefExecutive Officer and when so acting shall have all the powers of, and besubject to all the restrictions upon, the Chief Executive Officer.  The vice presidents shall have such otherpowers and perform such other duties as from time to time may be prescribed forthem respectively by the Board of Directors, the Chief Executive Officer andPresident, the Chairman of the Board or these Bylaws.

 

d.  Secretary.  The Secretary shall keep, or cause to bekept, a book of minutes at the principal office or such other place as theBoard of Directors may order, of all meetings of directors and stockholders,with the time and place of holding, whether regular or special, and if special,how authorized, the notice thereof given, the names of those present atmeetings of directors, the number of shares present or represented at meetingsof stockholders and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal officeor at the office of the Corporation’s transfer agent, a stock ledger, or aduplicate stock ledger, showing the names of the stockholders and theiraddresses, the number and classes of shares held by each, the number and dateof certificates issued for the same, and the number and date of

 

3

----

 

cancellation of every certificate surrendered forcancellation.  The Secretary shall give,or cause to be given, notice of all the meetings of the stockholders and of thedirectors required by these Bylaws or by law to be given, and he shall keep theseal of the Corporation, if any, in safe custody, and shall have such otherpowers and perform such other duties as may be prescribed by the Board ofDirectors or these Bylaws.

 

e.  Treasurer.  The Treasurer, if there be such an officer,shall keep and maintain or cause to be kept and maintained, adequate andcorrect accounts of the properties and business transactions of theCorporation, including accounts of its assets, liabilities, receipts,disbursements, gains, losses, capital, surplus, and shares.  Any surplus, including earned surplus, paid-insurplus and surplus arising from a reduction of stated capital, shall beclassified according to source and shown in a separate account.  The books of account shall at all reasonabletimes be open to inspection by any director. The Treasurer shall deposit all monies and other valuables in the name andto the credit of the Corporation with such depositories as may be designated bythe Board of Directors.  He shalldisburse the funds of the Corporation as may be ordered by the Board ofDirectors, shall render to the Chief Executive Officer and President and theBoard of Directors, whenever they request it, an account of all transactions asTreasurer and of the financial condition of the Corporation, and shall havesuch other powers and perform such other duties as may be prescribed by theBoard of Directors or these Bylaws.

 

Section 3.2.                          Termand Removal.  Each officer of theCorporation shall hold office until the next annual meeting of the Board ofDirectors or until his successor is duly elected and qualified, or until hisearlier death, resignation, or removal; provided, however, that any officerelected by the Board of Directors may at any time, with or without cause,be removed by the affirmative vote of a majority of the total number of theBoard, but such removal shall be without prejudice to the contractual rights ofsuch officer, if any, with the Corporation.

 

Section 3.3.                          Assistants,Agents and Employees, Etc.  Inaddition to the officers specified in Section 3.1, the Board may appoint otherassistants, agents and employees as it may deem necessary or advisable,including, by way of expansion and not limitation, one or more AssistantSecretaries, and one or more Assistant Treasurers, each of whom shall holdoffice for such period, have such authority, and perform such duties as theBoard may from time to time determine. The Board may delegate to any officer of the Corporation or anycommittee of the Board the power to appoint, remove and prescribe the duties ofany such assistants, agents or employees.

 

Section 3.4.                          Resignations.  Any officer or assistant may resign at anytime by giving written notice of such resignation to the Board or the Secretaryof the Corporation.  Any such resignationshall take effect at the time specified therein, or, if the time be notspecified, upon receipt thereof by the Board or the Secretary, as the case maybe; and, unless otherwise specified therein, the acceptance of such resignationshall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of theCorporation under any contract to which the officer is a party.

 

Section 3.5.                          Compensation.  The compensation of the officers of theCorporation shall be fixed from time to time by the Board or a committeethereof.  None of such officers shall beprevented from receiving such compensation by reason of the fact that suchofficer is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving theCorporation, or any subsidiary corporation, in any other capacity and receivingsuch compensation by reason of the fact that such officer is also a director ofthe Corporation.

 

**ARTICLE IV - STOCKHOLDERS’MEETINGS**

 

Section 4.1.                          Place.  Meetings of the stockholders may be heldanywhere, either within or without the State of Delaware, as may be determinedfrom time to time by the Board of Directors.

 

Section 4.2.                          Dateand Place of Annual Meeting.  Anannual meeting of stockholders shall be held at such date, time and place,either within or without the State of Delaware, as may be designated by resolutionof the Board of Directors from time to time.

 

Section 4.3                             Purposeof Annual Meeting.  The purpose ofthe annual meeting shall be to elect members of the Board of Directors and totransact such other business, without limitation, as may properly come beforethe annual meeting.

 

4

----

 

Section 4.4.                          SpecialMeetings.  Special meetings of thestockholders for any purpose or purposes may be called by the Board ofDirectors (either by written instrument signed by a majority or by resolutionadopted by a vote of the majority), the Chairman of the Board or the ChiefExecutive Officer and President.  Nobusiness other than that specified in the notice of special meeting shall betransacted at any such special meeting.

 

Section 4.5.                          Notice.  Not less than ten (10) nor more than sixty(60) days before every annual or special meeting of stockholders, a written orprinted notice stating the time and place thereof and, if a special meeting,the purpose or purposes for which such meeting is called, shall be served uponor mailed to each stockholder entitled to vote thereat, at the address of suchstockholder as it appears upon the books of the Corporation or, if suchstockholder shall have filed with the Secretary of the Corporation a writtenrequest that notices be mailed to some other address, then to the addressdesignated in such request.  If mailed,such notice shall be deemed to be given when deposited in the mail, postageprepaid, directed to the stockholder at such stockholder’s address as itappears on the records of the Corporation. Notice of a meeting of stockholders shall specify the place, the day andthe hour of the meeting, and (i) in the case of a special meeting, the generalnature of the business to be transacted and that no other business may betransacted, or (ii) in the case of an annual meeting, those matters which theBoard of Directors, at the date of mailing of notice, intends to present foraction by the stockholders.

 

Section 4.6.                          Quorum.  A majority of the outstanding shares of theCorporation entitled to vote, represented in person or by proxy, shallconstitute a quorum for the transaction of business at such meeting.  If a quorum is present, the affirmative voteof the majority of the shares represented at the meeting entitled to vote onthe subject matter shall be the act of the stockholders, unless the vote of agreater number of shares on the matter being voted on is required by theCertificate of Incorporation of the Corporation, these Bylaws or applicablelaw.  The stockholders present at a dulycalled or held meeting at which a quorum is present may continue to transactbusiness until adjournment, notwithstanding the withdrawal of enoughstockholders to leave less than a quorum, if any action taken (other thanadjournment) is approved by a majority of the shares required to constitute aquorum.

 

Section 4.7.                          Adjournmentof Stockholders’ Meeting.  Anymeeting of stockholders may be adjourned at any time, whether or not there is aquorum, by the chairman of such meeting or the vote of the majority of sharesrepresented at such meeting.  When ameeting is adjourned to another time or place, notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken.  At theadjourned meeting, the Corporation may transact any business which might havebeen transacted at the original 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 ofthe adjourned meeting shall be given to each stockholder of record entitled tovote at the meeting.

 

Section 4.8.                          Proxies.  At all meetings of stockholders, astockholder may vote by proxy, executed in writing by the stockholder or by hisduly authorized attorney-in-fact.  Suchproxy shall be filed with the Secretary of the Corporation before or at thetime of the meeting.  No proxy shall bevalid after three (3) years from the date of its execution, unless the personexecuting it specified therein a longer period of time for which such proxy isto continue in force.  A duly executedproxy shall be irrevocable if it states that it is irrevocable and if, and onlyas long as, it is coupled with an interest sufficient in law to support anirrevocable power.  A stockholder mayrevoke any proxy which is not irrevocable by attending the meeting and votingin person or by filing an instrument in writing revoking the proxy or anotherduly executed proxy bearing a later date with the Secretary of the Corporation.

 

Section 4.9.                          Actionby Consent.  Unless otherwiseprovided in the Certificate of Incorporation, any action required or permittedto be taken at any annual or special meeting of stockholders of the Corporation,may be taken without a meeting, without prior notice and without a vote, if aconsent in writing, setting forth the action so taken, shall be signed by theholders of outstanding stock having not less than the minimum number of votesthat would be necessary to authorize or take such action at a meeting at whichall shares entitled to vote thereon were present and voted.

 

Section 4.10.                    Conductof Stockholder Meetings.  Meetings ofthe stockholders shall be presided over by the Chairman of the Board or, in hisabsence, the Chief Executive Officer and President of the Corporation, or, ifno such person is present, a person designated by the Chairman of the Board or,in his absence, the President of the Corporation.  The Secretary of the Corporation, or in hisabsence, an Assistant Secretary, or, if no such person is present, a persondesignated by the chairman of the meeting, shall act as secretary of themeeting.  The precedence

 

5

----

 

of and procedure on motions and other procedural matters at a meetingshall be as determined by the chairman of such meeting, in his sole discretion,provided that such chairman acts in a manner which is not inconsistent with theCertificate of Incorporation of the Corporation, these Bylaws and applicablelaw.

 

Section 4.11.                    Waiverof Notice.  Whenever written noticeis required to be given to the stockholders, a written waiver thereof signed byany stockholder entitled to such notice (whether, in the case of notice of ameeting, the written waiver thereof is signed before or after the meeting)shall in all respects be considered notice. Attendance in person at any stockholders’ meeting shall for all purposesconstitute waiver of notice thereof unless the stockholder attends the meetingfor the sole purpose of objecting to the transaction of any business thereatbecause the meeting is not lawfully called or convened and unless suchstockholder so objects at the beginning of the meeting and does not otherwiseparticipate therein.

 

Section 4.12.                    Notificationof Stockholder Business.  Allbusiness properly brought before an annual meeting of stockholders shall betransacted at such meeting.  Businessshall be deemed properly brought only if it is (i) specified in the notice ofmeeting (or any supplement thereto) given by or at the direction of the Boardof Directors, (ii) otherwise properly brought before the meeting by or at thedirection of the Board of Directors or (iii) brought before the meeting by astockholder of record entitled to vote at such meeting if written notice ofsuch stockholder’s intent to bring such business before such meeting isdelivered to, or mailed, postage prepaid, and received by, the Secretary of theCorporation at the principal executive offices of the Corporation not laterthan the close of business on the 60th day nor earlier than the close ofbusiness on the 90th day prior to the first anniversary of the preceding year’sannual meeting of stockholders; provided, however, that in the event that thedate of the annual meeting is more than 30 days before or more than 60 daysafter such anniversary date, notice by the stockholder to be timely must be sodelivered not earlier than the close of business on the 90th day prior to suchannual meeting and not later than the close of business on the later of the60th day prior to such annual meeting and the 10th day following the issuanceby the Corporation of a press release announcing the meeting date.  In no event shall any press releaseannouncing an adjournment of an annual meeting commence a new time period forthe giving of a stockholder’s notice as described above. Each notice given bysuch stockholder shall set forth: (A) a brief description of the businessdesired to be brought before the meeting and the reasons for conducting suchbusiness at the meeting; (B) the name and address of the stockholder whointends to propose such business; (C) a representation that the stockholder isa holder of record of shares of the Corporation entitled to vote at such meetingand intends to appear in person or by proxy at such meeting to propose suchbusiness; (D) any material interest of the stockholder in such business; and(E) as to the stockholder giving the notice and the beneficial owner, if any,or whose behalf the proposal is made (i) the name and address of suchstockholder, as they appear on the Corporation’s books, and of such beneficialowner and (ii) the class and number of shares of the Corporation which areowned beneficially and of record by such stockholder and such beneficialowner.  The chairman of the meeting mayrefuse to transact any business at any meeting presented without compliancewith the foregoing procedure.

 

**ARTICLE V - DIVIDENDS AND DEPOSITOF FUNDS**

 

Section 5.1.                          Dividends.  Subject to the laws of the State of Delaware,the Board of Directors may, from time to time, declare and the Corporation maypay dividends on its outstanding shares in cash, property, its own shares, orotherwise.

 

Section 5.2.                          BankAccounts and Deposits.  All funds ofthe Corporation shall be deposited from time to time to the credit of theCorporation with such banks, bankers, trust companies or other depositories asthe Board of Directors may select or as may be selected by any other officer orofficers, agent or agents of the Corporation to whom such power may bedelegated from time to time by the Board of Directors.

 

6

----

 

**ARTICLE VI - STOCK**

 

Section 6.1.                          StockCertificates.  The certificates forshares of the Corporation’s capital stock shall be in such form as shall bedetermined from time to time by the Board of Directors.  Each stock certificate shall have plainlystated on its face:  the name of the Corporation,its state of incorporation, the name of the registered holder of suchcertificate, and the number and par value of the shares represented thereby,and any other matters required by law. The certificates representing shares of such stock shall be numbered inthe order in which they shall be issued and shall be signed in the name of theCorporation by the President or a Vice-President and by the Secretary orAssistant Secretary, the Treasurer or Assistant Treasurer.  Any of or all of the signatures on thecertificates may be a facsimile.  In caseany officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon, any such certificate, shall have ceased to besuch officer, transfer agent or registrar before such certificate is issued,such certificate may nevertheless be issued by the Corporation with the sameeffect as though the person who signed such certificate, or whose facsimilesignature shall have been placed thereupon, were such officer, transfer agentor registrar at the date of issue.  Eachstock certificate shall also have conspicuously noted thereon any restrictionon transfer applicable to such certificate.

 

Section 6.2.                          StockTransfer Books.  A record of allcertificates for shares issued by the Corporation shall be kept by theSecretary or by any transfer agent or registrar appointed pursuant to Section6.3 below at the principal office of the Corporation or at the office of suchtransfer agent or registrar.  Such recordshall show the name and address of the person, firm or corporation in whichcertificates for shares are registered, the number and classes of sharesrepresented by each such certificate, the date of each such certificate, and inthe case of certificates which have been canceled, the dates of cancellationthereof.

 

Section 6.3.                          TransferAgents and Registrars.  The Board ofDirectors may appoint one (1) or more transfer agents, registrars or otheragents for the purpose of registering transfer of shares of the Corporation,issuing new certificates of shares of the Corporation and cancelingcertificates surrendered to the Corporation. Such agents and registrars shall be appointed at such times and placesas the requirements of the Corporation may necessitate and the Board ofDirectors may designate.

 

Section 6.4.                          Registrationof Transfer.  Registration of stock transfersshall be made only upon the books of the Corporation upon due presentment tothe Corporation of a stock certificate for registration of transfer of theshares evidenced thereby, accompanied by the written assignment thereof by theperson in whose name the stock is registered or by his or her duly constitutedattorney-in-fact.  Prior to presentmentfor registration of transfer as aforesaid, the Corporation may, at its option,treat the registered owner of any shares of its stock as the owner-in-fact ofsuch shares and as the person exclusively entitled to exercise and enjoy allrights, powers, and privileges of the owner thereof.  Accordingly, the Corporation shall not bebound to recognize any legal, equitable or other claim to, or interest in, suchshare or shares of stock on the part of any other person, whether or not itshall have express or other notice thereof, except as otherwise provided bylaw.

 

Section 6.5.                          Lost,Stolen, Destroyed and Mutilated Certificates.  In any case of loss, theft, destruction, ormutilation of any certificate of stock, another may be issued in its place uponproof of such loss, theft, destruction, or mutilation and upon the giving of abond of indemnity to the Corporation in such form and in such sum as the Boardmay direct; provided, however, that a new certificate may be issued withoutrequiring any bond when, in the judgment of the Board, it is proper to do so.

 

**ARTICLE VII - RECORD DATE**

 

Section 7.1.                          Closingof Transfer Books and Fixing Record Date for Determining Stockholders’ Rights.  For the purposes of determining stockholdersentitled to notice of or to vote at any meeting of stockholders or anyadjournment thereof, the Board of Directors may provide that the stock transferbooks shall be closed for a stated period not to exceed in any case sixty (60)days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors mayfix, in advance, a record date for any such determination of stockholders,which record date shall not precede the date upon which the resolution fixingthe record date is adopted by the Board of Directors, and not be more thansixty (60) nor less than ten (10) days before the date of such meeting.  If the stock transfer books are not closedand no record date is fixed by the Board of Directors, the record date fordetermining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business

 

7

----

 

on the day next preceding the date on which such notice is given, or,if notice is waived, at the close of business on the day next preceding the dayon which the meeting is held.  Adetermination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting, exceptthat the Board of Directors may fix a new record date for the adjournedmeeting. The record date for determining stockholders for any other purposeshall be at the close of business on the day on which the resolution of thedirectors relating thereto is adopted.

 

**ARTICLE VIII - FISCAL YEAR**

 

Section 8.1.                          FiscalYear.  The fiscal year of theCorporation shall be the calendar year unless and until changed by the Board ofDirectors.

 

**ARTICLE IX - AMENDMENTS**

 

Section 9.1                             Amendments.  These Bylaws may be altered, amended orrepealed or new bylaws may be adopted by the stockholders or by the Board ofDirectors at any regular meeting of the stockholders or of the Board ofDirectors or at any special meeting of the stockholders or of the Board ofDirectors if notice of such alteration, amendment, repeal or adoption of newbylaws be contained in the notice of such special meeting.

 

**ARTICLE X - NOTICES**

 

Section 10.1.                    Givingof Notice.  Except as otherwise providedby the General Corporation Law of Delaware, these Bylaws, the Corporation’sCertificate of Incorporation, or resolution of the Board of Directors, everymeeting notice or other notice, demand, bill, statement or other communication(collectively “Notice”) to or from the Corporation from or to a director,officer or stockholder shall be duly given if it is written or printed and is(a) sent by first class mail or by overnight service of the U.S. PostalService, postage prepaid, (b) sent by any established overnight air courierservice, such as Federal Express, Emery Airborne or UPS, (c) sent by telegraph,tested telex or other tested facsimile transmission, (d) delivered by anycommercial messenger service which regularly retains its receipts, (e) sent byelectronic transmission, or (f) personally delivered, provided a receipt isobtained reflecting the date of delivery. Notice shall not be duly given unless all delivery or postage chargesare prepaid.  Notice shall be given to anaddressee’s most recent address as it appears on the Corporation’srecords.  A Notice shall be deemed “given”when dispatched for delivery, or if mailed, on the date postmarked.  This Section shall not have the effect ofshortening any notice period provided for in these Bylaws.

 

**ARTICLE XI - INDEMNITY**

 

Section 11.1.                    General.  The Corporation shall indemnify and holdharmless, to the fullest extent permitted by applicable law, any person who wasor is a party or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative (other than an action by or in the right of the Corporation)by reason of the fact that he is or was a director, officer, employee or agentof the Corporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonablyincurred in connection with such action, suit or proceeding if he acted in goodfaith and in a manner he reasonably believed to be in or not opposed to thebest interests of the Corporation, and, with respect to any criminal action orproceeding, had no reasonable cause to believe his conduct was unlawful. Thetermination of any action, suit or proceeding by judgment, order, settlement,conviction, or upon a plea of nolo contendere or its equivalent, shall not, ofitself, create a presumption that the person did not act in good faith and in amanner which he reasonably believed to be in or not opposed to the bestinterests of the Corporation, and, with respect to any criminal action orproceeding, had reasonable cause to believe that his conduct was unlawful.  The Corporation shall indemnify any personwho was or is a party or is threatened to be made a party to any threatened,pending or completed action or suit by or in the right of the Corporation toprocure a judgment in its favor by reason of the fact that he is or was adirector, officer, employee or agent of the

 

8

----

 

Corporation, or is or was serving at the request of theCorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise against expenses(including attorneys’ fees) actually and reasonably incurred by him inconnection with the defense or settlement of such action or suit if he acted ingood faith and in a manner he reasonably believed to be in or not opposed tothe best interests of the Corporation and except that no indemnification shallbe made in respect of any claim, issue or matter as to which such person shallhave been adjudged to be liable to the Corporation unless and only to theextent that the Court of Chancery or the court in which such action or suit wasbrought shall determine upon application that, despite the adjudication ofliability but in view of all the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Courtof Chancery or such other court shall deem proper.  To the extent that a director, officer,employee or agent of the Corporation has been successful on the merits orotherwise in defense of any action, suit or proceeding referred to in thisparagraph, or in defense of any claim, issue or matter therein, he shall beindemnified against expenses (including attorneys’ fees) actually andreasonably incurred by him in connection therewith. Any indemnification underthis paragraph (unless ordered by a court) shall be made by the Corporationonly as authorized in the specific case upon a determination thatindemnification of the director, officer, employee or agent is proper in thecircumstances because he has met the applicable standard of conduct set forthin the first and second sentence of this paragraph, as applicable. Suchdetermination shall be made (1) by a majority vote of the directors who are notparties to such action, suit or proceeding, even though less than a quorum, or(2) if there are no such directors, or if such directors so direct, byindependent legal counsel in a written opinion, or (3) by the stockholders.

 

Section 11.2.                    Expenses.  Expenses (including attorneys’ fees) incurredby an officer or director in defending any civil, criminal, administrative orinvestigative action, suit or proceeding may be paid by the Corporation inadvance of the final disposition of such action, suit or proceeding upon receiptof an undertaking by or on behalf of such director or officer to repay suchamount if it shall ultimately be determined that he is not entitled to beindemnified by the Corporation as authorized in this section. Such expenses(including attorneys’ fees) incurred by other employees and agents may be sopaid upon such terms and conditions, if any, as the Board of Directors deemsappropriate.

 

Section 11.3.                    Non-Exclusivityof Remedies.  Theindemnification and advancement of expenses provided by, or granted pursuantto, the other sections of this Article shall not be deemed exclusive of anyother rights to which those seeking indemnification or advancement of expensesmay be entitled under any bylaw, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in his officialcapacity and as to action in another capacity while holding such office.

 

Section 11.4.                    Insurance.  The Corporation shall have the power topurchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the Corporation, or is or was servingat the request of the Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against him and incurred by him in any suchcapacity, or arising out of his status as such, whether or not the Corporationwould have the power to indemnify him against such liability under thisArticle.

 

**ARTICLE XII - MISCELLANEOUS**

 

Section 12.1.                    Executionof Contracts.  The Board, except asotherwise provided in these Bylaws, may authorize any officer or officers,agent or agents, to enter into any contract or execute any instrument in thename of and on behalf of the Corporation, and such authority may be general orconfined to specific instances.

 

9

----

 

Section 12.2.                    Headings.  All headings and other titles and captionsused in these Bylaws are for convenience only and shall not be considered inconstruing or interpreting any provision of these Bylaws.

 

**ARTICLE XIII - SEAL**

 

Section 13.1.                    Seal.  The corporate seal of the Corporation shallhave inscribed thereon, in the outer circle, the full name of the Corporationand the word “Delaware”, with the words “Corporate Seal” across the centerthereof.

 

10

----