# **Exhibit 3.2**

# ** **

**AMENDED AND RESTATEDBYLAWS OF**

 

**PETROHAWK ENERGYCORPORATION**

 

**ADOPTED AS OF AUGUST11, 2004**

 

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**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.  Other Offices.  The Corporation may also have such officesand places of business, within or without the State of Delaware, as the Boardof Directors of the Corporation (the “Board” or the “Board of Directors”) maydetermine from time to time or as the business of the Corporation may require.

 

**ARTICLE II -DIRECTORS**

 

Section 2.1.  General Powers.  Subject to the provisions of the DelawareGeneral Corporation Law (the “DGCL”), and subject to any limitations in theCertificate of Incorporation of the Corporation relating to action required tobe approved by the stockholders of the Corporation, the property, business andaffairs of the Corporation shall be managed by the Board of Directors.  The Board of Directors may delegate themanagement of the day-to-day operation of the business of the Corporation toofficers or employees or other persons, provided that the business and affairs ofthe Corporation shall be managed, and all corporate powers shall be exercised,under the ultimate direction of the Board.

 

Section 2.2.  Number andQualification. The Board of Directors shall consist of not less than one(1) nor more than eleven (11) members, as such number may be designated by theBoard 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.  Election andTerms. 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 directorof the Corporation may resign at any time by notice given in writing orelectronic submission to the Board or to the Secretary of the Corporation.  Any such resignation shall take effect atthe time specified therein, or, if the time is not specified, it shall takeeffect immediately upon its receipt; and unless otherwise specified therein,the acceptance 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.

 

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Section 2.5.  Removal ofDirectors.  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.  Meetings ofDirectors.  The directors shall meetat such times and places, within or without the State of Delaware, as the Boardmay from time to time determine.  Anyspecial meeting of the Board may be called by the Chairman of the Board, the President,or any Vice President or Secretary or any two directors.  The annual meeting of the Board of Directorsshall be held before or immediately following the stockholders’ annual meetingand at the same place; provided, however, that said meeting may be held on suchother day, hour or place, as may be determined by the written consent of alldirectors, or, in the absence of such consent, as may be designated in writtennotice sent by the Chairman of the Board, President or by the Secretary to eachdirector at least two (2) days prior to the date specified in said notice.  The annual directors’ meeting shall, in anyevent, be held within ninety (90) days after the annual meeting of thestockholders if so demanded in writing by any director.

 

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.  All participantsin any meeting of directors, by virtue of their participation and withoutfurther 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.  Quorum andVoting.  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 or not constituting aquorum, 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 thetransaction of any business thereat because the meeting is not lawfully calledor convened and unless he or she voices his or her objections at the beginningof the meeting and does not otherwise participate therein.  Neither the business to be transacted at,nor the purpose of, any regular or special meeting of the Board of Directorsneed be specified in the notice or waiver of notice of such meeting.

 

Section 2.10.  Action byConsent.  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 the Corporation shall reimburseeach such director for any reasonable expense incurred by such director onaccount of such director’s attendance at any meetings of the Board orcommittees of the Board.  Except asotherwise limited by law, neither the payment of such compensation nor thereimbursement of such expenses shall be construed to preclude any director fromserving the Corporation in any other capacity and receiving compensationtherefor.

 

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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 moredirectors as 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 the stockholders,any action or matters (other than the election or removal of directors)expressly required by DGCL to be submitted to stockholders for approval or 2)adopting, amending or repealing any bylaw of the Corporation.  A majority of the members of a committeeshall constitute a quorum for the transaction of business.  Any such committee shall keep writtenminutes of its meetings and report the same to the Board at the next regularmeeting of the Board.  Vacancies in suchcommittees shall be filled by the Board of Directors.

 

**ARTICLE III -OFFICERS**

 

Section 3.1.  Officers andElection Thereof.  The officers ofthe Corporation shall be a Chief Executive Officer and President, Secretary anda Treasurer, and such other officers and assistant officers, including, but notlimited 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 thesame person.  All officers shall beelected by the Board of Directors at its annual meeting, and the Board ofDirectors shall also be empowered to fill all vacancies in office.

 

a.  Chairman of the Board.  The chairman of the board, if there be such an officer, shall, ifpresent, preside at all meetings of the Board of Directors, and exercise andperform such other powers and duties as may be from time to time be assigned tohim by the Board of Directors or prescribed by these Bylaws.

 

b.  Chief Executive Officer and President.  Subject to such supervisory powers, if any,as may be given by the Board of Directors to the Chairman of the Board, ifthere be such an officer, the Chief Executive Officer and President shall bethe chief executive officer of the Corporation and shall, subject to thecontrol and direction of the Board of Directors, have general supervision,direction, and control of the business and officers of the Corporation.  He shall preside at all meetings of thestockholders and, in the absence of the Chairman of the Board, at all meetingsof the Board of Directors.  He shallhave the general powers and duties of management usually vested in the officeof chief executive officer of a corporation, and shall have such other powersand duties as may be prescribed by the Board of Directors or these Bylaws.

 

c.  Vice President. In the absence or disability of the Chief Executive Officer, the vicepresident or vice presidents, if there be such an officer or officers, in orderof their rank as fixed by the Board of Directors, or if not ranked, the vicepresident designated by the Board of Directors, shall perform all the duties ofthe Chief Executive Officer and when so acting shall have all the powers of,and be subject to all the restrictions upon, the Chief Executive Officer.  The vice presidents shall have such 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 be kept, a book of minutes at theprincipal office or such other place as the Board of Directors may order, ofall meetings of directors and stockholders, with the time and place of holding,whether regular or special, and if special, how authorized, the notice thereofgiven, the names of those present at meetings of directors, the number ofshares present or represented at meetings of stockholders and the proceedingsthereof.  The secretary shall keep, orcause to be kept, at the principal office or at the office of the Corporation’stransfer agent, a stock ledger, or a duplicate stock ledger, showing the namesof the stockholders and their addresses, the number and classes of shares heldby each, the number and date of certificates issued for the same, and thenumber and date of 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

 

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to be given,and he shall keep the seal of the Corporation, if any, in safe custody, andshall have such other powers and perform such other duties as may be prescribedby the Board of Directors or these Bylaws.

 

e.  Treasurer. The Treasurer, if there be such an officer, shall keep and maintain orcause to be kept and maintained, adequate and correct accounts of theproperties and business transactions of the Corporation, including accounts ofits assets, liabilities, receipts, disbursements, gains, losses, capital,surplus, and shares.  Any surplus,including earned surplus, paid-in surplus and surplus arising from a reductionof stated capital, shall be classified according to source and shown in a separateaccount.  The books of account shall atall reasonable times be open to inspection by any director.  The Treasurer shall deposit all monies andother valuables in the name and to the credit of the Corporation with suchdepositories as may be designated by the Board of Directors.  He shall disburse the funds of theCorporation as may be ordered by the Board of Directors, shall render to theChief Executive Officer and President and the Board of Directors, whenever theyrequest it, an account of all transactions as Treasurer and of the financialcondition of the Corporation, and shall have such other powers and perform suchother duties as may be prescribed by the Board of Directors or these Bylaws.

 

Section 3.2.  Term andRemoval.  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 suchresignation shall take effect at the time specified therein, or, if the time benot specified, upon receipt thereof by the Board or the Secretary, as the casemay be; 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 the Corporationshall be fixed from time to time by the Board or a committee thereof.  None of such officers shall be preventedfrom receiving such compensation by reason of the fact that such officer isalso 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.  Date and Placeof Annual Meeting.  An annual meetingof stockholders shall be held at such date, time and place, either within orwithout the State of Delaware, as may be designated by resolution of the Boardof Directors from time to time.

 

Section 4.3.  Purpose ofAnnual Meeting.  The purpose of theannual 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.

 

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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.  Adjournment ofStockholders’ Meeting.  Any meetingof stockholders may be adjourned at any time, whether or not there is a quorum,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 the timeof the meeting.  No proxy shall be validafter 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.  Action byConsent.  Unless otherwise providedin the Certificate of Incorporation, any action required or permitted to betaken at any annual or special meeting of stockholders of the Corporation, maybe 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.  Conduct of StockholderMeetings.  Meetings of thestockholders 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 his absence, an AssistantSecretary, or, if no such person is present, a person designated by thechairman of the meeting, shall act as secretary of the meeting.  The precedence of and procedure on motionsand other procedural matters at a meeting shall be as determined by thechairman of

 

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such meeting, in his sole discretion, provided that such chairman actsin a manner which is not inconsistent with the Certificate of Incorporation ofthe Corporation, these Bylaws and applicable law.

 

Section 4.11.  Waiver ofNotice.  Whenever written notice isrequired 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 suchmeeting and intends to appear in person or by proxy at such meeting to proposesuch business; (D) any material interest of the stockholder in such business;and (E) as to the stockholder giving the notice and the beneficial owner, ifany, 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 - DIVIDENDSAND DEPOSIT OF FUNDS**

 

Section 5.1.  Dividends.  Subject to the laws of the State ofDelaware, the Board of Directors may, from time to time, declare and theCorporation may pay dividends on its outstanding shares in cash, property, itsown shares, or otherwise.

 

Section 5.2.  Bank Accountsand Deposits.  All funds of theCorporation 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.

 

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**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 theCorporation, its state of incorporation, the name of the registered holder ofsuch certificate, and the number and par value of the shares representedthereby, and any other matters required by law.  The certificates representing shares of such stock shall benumbered in the order in which they shall be issued and shall be signed in thename of the Corporation by the President or a Vice-President and by theSecretary or Assistant Secretary, the Treasurer or Assistant Treasurer.  Any of or all of the signatures on thecertificates may be a facsimile.  Incase any 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.  Stock TransferBooks.  A record of all certificatesfor shares issued by the Corporation shall be kept by the Secretary or by anytransfer agent or registrar appointed pursuant to Section 6.3 below at theprincipal office of the Corporation or at the office of such transfer agent orregistrar.  Such record shall show thename and address of the person, firm or corporation in which certificates forshares are registered, the number and classes of shares represented by eachsuch certificate, the date of each such certificate, and in the case ofcertificates which have been canceled, the dates of cancellation thereof.

 

Section 6.3.  Transfer Agentsand 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 canceling certificatessurrendered to the Corporation.  Suchagents and registrars shall be appointed at such times and places as therequirements of the Corporation may necessitate and the Board of Directors maydesignate.

 

Section 6.4.  Registration ofTransfer.  Registration of stocktransfers shall be made only upon the books of the Corporation upon duepresentment to the Corporation of a stock certificate for registration oftransfer of the shares evidenced thereby, accompanied by the written assignmentthereof by the person in whose name the stock is registered or by his or herduly constituted attorney-in-fact. Prior to presentment for registration of transfer as aforesaid, theCorporation may, at its option, treat the registered owner of any shares of itsstock as the owner-in-fact of such shares and as the person exclusivelyentitled to exercise and enjoy all rights, powers, and privileges of the ownerthereof.  Accordingly, the Corporationshall not be bound to recognize any legal, equitable or other claim to, or interestin, such share or shares of stock on the part of any other person, whether ornot it shall have express or other notice thereof, except as otherwise providedby law.

 

Section 6.5.  Lost, Stolen,Destroyed and Mutilated Certificates. In any case of loss, theft, destruction, or mutilation of anycertificate of stock, another may be issued in its place upon proof of suchloss, theft, destruction, or mutilation and upon the giving of a bond ofindemnity to the Corporation in such form and in such sum as the Board maydirect; 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 - RECORDDATE**

 

Section 7.1.  Closing ofTransfer 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

 

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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 - FISCALYEAR**

 

Section 8.1.  Fiscal Year.  The fiscal year of the Corporation shall bethe calendar year unless and until changed by the Board of Directors.

 

**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.  Giving ofNotice.  Except as otherwiseprovided by the General Corporation Law of Delaware, these Bylaws, theCorporation’s Certificate of Incorporation, or resolution of the Board ofDirectors, every meeting notice or other notice, demand, bill, statement orother communication (collectively “Notice”) to or from the Corporation from orto a director, officer or stockholder shall be duly given if it is written orprinted and is (a) sent by first class mail or by overnight service of the U.S.Postal Service, 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 toan addressee’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 datepostmarked.  This Section shall not havethe effect of shortening any notice period provided for in these Bylaws.

 

**ARTICLE XI - INDEMNITY**

 

Section11.1.  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

 

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Corporation,or is or was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise against expenses (including attorneys’ fees) actually andreasonably incurred by him in connection with the defense or settlement of suchaction or suit if he acted in good faith and in a manner he reasonably believedto be in or not opposed to the best interests of the Corporation and exceptthat no indemnification shall be made in respect of any claim, issue or matteras to which such person shall have been adjudged to be liable to theCorporation unless and only to the extent that the Court of Chancery or thecourt in which such action or suit was brought shall determine upon applicationthat, despite the adjudication of liability but in view of all thecircumstances of the case, such person is fairly and reasonably entitled toindemnity for such expenses which the Court of Chancery or such other courtshall deem proper.  To the extent that adirector, officer, employee or agent of the Corporation has been successful onthe merits or otherwise in defense of any action, suit or proceeding referred toin this paragraph, or in defense of any claim, issue or matter therein, heshall be indemnified 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) incurred by an officer ordirector in defending any civil, criminal, administrative or investigativeaction, suit or proceeding may be paid by the Corporation in advance of thefinal disposition of such action, suit or proceeding upon receipt of anundertaking by or on behalf of such director or officer to repay such amount ifit shall ultimately be determined that he is not entitled to be indemnified bythe Corporation as authorized in this section. Such expenses (includingattorneys’ fees) incurred by other employees and agents may be so paid uponsuch terms and conditions, if any, as the Board of Directors deems appropriate.

 

Section 11.3.  Non-Exclusivity of Remedies.  The indemnification and advancement ofexpenses provided by, or granted pursuant to, the other sections of thisArticle shall not be deemed exclusive of any other rights to which thoseseeking indemnification or advancement of expenses may be entitled under anybylaw, agreement, vote of stockholders or disinterested directors or otherwise,both as to action in his official capacity and as to action in another capacitywhile holding such office.

 

Section 11.4.  Insurance.  The Corporation shall have the power to purchase and maintaininsurance on behalf of any person who is or was a director, officer, employeeor agent of the 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 any liabilityasserted against him and incurred by him in any such capacity, or arising outof his status as such, whether or not the Corporation would have the power toindemnify him against such liability under this Article.

 

**ARTICLE XII -MISCELLANEOUS**

 

Section 12.1.  Execution ofContracts.  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.

 

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Section 12.2.  Headings.  All headings and other titles and captions used in these Bylawsare for convenience only and shall not be considered in construing orinterpreting 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.

 

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