**Exhibit 3.2**

 

**BYLAWS**

**OF**

**VENOCO,INC.**

 

Adopted October 13, 2005

 

**ARTICLE 1OFFICES**

 

The registeredoffice of Venoco, Inc. (the “Company”) in the State of Delawarewill be as provided for in the Certificate of Incorporation of the Company (the“Certificate of Incorporation”). The Company will have offices at such other places as the Board ofDirectors may from time to time determine.

 

**ARTICLE 2STOCKHOLDERS**

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2.1           Annual Meetings.  The annual meeting of stockholders for theelection of directors and for the transaction of such other business as mayproperly come before the meeting will be held on the date and at the time andplace, if any, fixed, from time to time, by resolution of the Board ofDirectors.  In lieu of holding an annualmeeting of stockholders at a designated place, the Board of Directors may, inits sole discretion, determine that an annual meeting of stockholders may beheld solely by means of remote communication.

 

2.2           Special Meetings.  Except as otherwise required by law, specialmeetings of stockholders may be called only by those persons specified in theCertificate of Incorporation.

 

2.3           Notice of Meeting.  Written notice stating the place, if any,date and hour of the meeting, and means of remote communication, if any, and,in case of a special meeting, the purpose or purposes for which the meeting iscalled, will be given not less than ten nor more than sixty days before thedate of the meeting, except as otherwise required by law or the Certificate ofIncorporation, either personally or by mail, prepaid telegram, telex, facsimiletransmission, electronic mail, cablegram or overnight courier, to eachstockholder of record entitled to vote at such meeting.  If mailed, such notice will be deemed to begiven when deposited in the United States mail, postage prepaid, addressed tothe stockholder at the stockholder’s address as it appears on the stock recordsof the Company.  Notice given byelectronic transmission pursuant to this Section shall be deemed given: (1) ifby facsimile transmission, when directed to a facsimile telecommunicationnumber at which the stockholder has consented to receive notice; (2) if byelectronic mail, when directed to the electronic mail address at which thestockholder has consented to receive notice; (3) if by posting on anelectronic network together with separate notice to the stockholder of suchspecific posting, upon the later of (A) such posting, and (B) thegiving of such separate notice; and (4) if by any other form of electronictransmission, when directed to the stockholder. An

 

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affidavit of thesecretary or assistant secretary or of the transfer agent or other agent of theCorporation that the notice has been given by personal delivery, by mail, or bya form of electronic transmission shall, in the absence of fraud, be primafacie evidence of the facts stated therein.

 

2.4           Waiver.  Attendance of a stockholder of the Company,either in person or by proxy, at any meeting, whether annual or special, willconstitute a waiver of notice of such meeting, except where a stockholderattends a meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfullycalled or convened.  A written or electronictransmission of waiver of notice of any such meeting signed by a stockholder orstockholders entitled to such notice, whether before, at or after the time fornotice or the time of the meeting, will be equivalent to notice.  If such waiver is given by electronictransmission, the electronic transmission must either set forth or be submittedwith information from which it can be determined that the electronictransmission was authorized by the stockholder. Neither the business to be transacted at, nor the purposes of, anymeeting need be specified in any written waiver of notice.

 

2.5           Notice of Businessto be Transacted at Meetings of Stockholders.  No business may be transacted at any meetingof stockholders, including the nomination or election of persons to the Boardof Directors, other than business that is either (a) specified in thenotice of meeting (or any supplement thereto) given by or at the direction ofthe Board of Directors (or any duly authorized committee thereof) with respectto an annual meeting or a special meeting called by any of the personsspecified in Section 7.1 of the Certificate of Incorporation, (b) otherwiseproperly brought before the meeting by or at the direction of the Board ofDirectors (or any duly authorized committee thereof) or (c) otherwiseproperly brought before the meeting by any stockholder of the Corporation (1) whois a stockholder of record on the date of the giving of the notice provided forin this Section 2.5 and on the record date for the determination ofstockholders entitled to vote at such meeting and (2) who complies withthe notice procedures set forth in this Section 2.5.  In addition to any other applicablerequirements, for business to be properly brought before a meeting by astockholder, such stockholder must have given timely notice thereof in properwritten form to the Secretary of the Corporation.  In order that the Company may determine thestockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, the Board of Directors may fix a record date, whichrecord date shall not precede the date upon which the resolution fixing therecord date is adopted by the Board of Directors, and which record date shallnot be more than sixty or fewer than ten days before the date of such meeting.  If no record date is fixed by the Board ofDirectors, the record date for determining stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof shall beat the close of business on the day next preceding the day on which notice isgiven, or, if notice is waived, at the close of business on the day nextpreceding the day on which the meeting is held.

 

(a)           To be timely, astockholder’s notice to the Secretary must be delivered to or mailed andreceived at the principal executive offices of the Corporation not less thanninety days nor more than one hundred twenty days prior to the date of themeeting; provided, however, that in the event that public disclosure of thedate of the meeting is first made less

 

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than one hundreddays prior to the date of the meeting, notice by the stockholder in order to betimely must be so received not later than the close of business on the tenthday following the day on which such public disclosure of the date of themeeting was made.

 

(b)           To be in proper writtenform, a stockholder’s notice to the Secretary regarding any business other thannominations of persons for election to the Board of Directors must set forth asto each matter such stockholder proposes to bring before the annual meeting, (i) abrief description of the business desired to be brought before the annualmeeting and the reasons for conducting such business at the annual meeting, (ii) thename and record address of such stockholder, (iii) the class or series andnumber of shares of capital stock of the Corporation which are ownedbeneficially or of record by such stockholder, (iv) a description of allarrangements or understandings between such stockholder and any other person orpersons (including their names) in connection with the proposal of suchbusiness by such stockholder and any material interest of such stockholder insuch business and (v) a representation that such stockholder intends toappear in person or by proxy at the meeting to bring such business before themeeting.

 

(c)           To be in proper writtenform, a stockholder’s notice to the Secretary regarding nominations of personsfor election to the Board of Directors must set forth (a) as to eachproposed nominee, (i) the name, age, business address and residenceaddress of the nominee, (ii) the principal occupation or employment of thenominee, (iii) the class or series and number of shares of capital stockof the Corporation which are owned beneficially or of record by the nominee and(iv) any other information relating to the nominee that would be requiredto be disclosed in a proxy statement or other filings required to be made inconnection with solicitations of proxies for election of directors pursuant to Section 14of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),and the rules and regulations promulgated thereunder; and (b) as tothe stockholder giving the notice, (i) the name and record address of suchstockholder, (ii) the class or series and number of shares of capitalstock of the Corporation which are owned beneficially or of record by suchstockholder, (iii) a description of all arrangements or understandingsbetween such stockholder and each proposed nominee and any other person orpersons (including their names) pursuant to which the nomination(s) are to bemade by such stockholder, (iv) a representation that such stockholderintends to appear in person or by proxy at the meeting to nominate the personsnamed in its notice and (v) any other information relating to suchstockholder that would be required to be disclosed in a proxy statement orother filings required to be made in connection with solicitations of proxiesfor election of directors pursuant to Section 14 of the Exchange Act andthe rules and regulations promulgated thereunder.  Such notice must be accompanied by a writtenconsent of each proposed nominee to being named as a nominee and to serve as adirector if elected.

 

(d)           No business shall beconducted at any meeting of stockholders, and no person nominated by astockholder shall be eligible for election as a director, unless proper noticewas given with respect to the proposed action in compliance with the proceduresset forth in this Section 2.5. Determinations of the chairman of the meeting as to whether thoseprocedures were complied with in a particular case shall be final and binding.

 

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2.6           Quorum andAdjournment.  Except as otherwiserequired by law, the Certificate of Incorporation or these bylaws, the holdersof not less than a majority of the shares entitled to vote at any meeting ofthe stockholders, present in person or by proxy, will constitute a quorum.  If a quorum is not present at any meeting,the chairman of the meeting, or the stockholders, although less than a quorum,may adjourn the meeting to another time and place.  When a meeting is adjourned to another timeand place, if any, unless otherwise provided by these Bylaws, notice need notbe given of the adjourned meeting if the date, time and place, if any, thereofand the means of remote communication, if any, by which the stockholders andproxyholders may be deemed to be present in person and vote at such adjournedmeeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the stockholdersmay transact any business that might have been transacted at the originalmeeting.  A determination of stockholdersof record entitled to notice of or vote at a meeting of stockholders shallapply to any adjournment of such meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.  If the adjournment is for more than 30 daysor, if after an adjournment, a new record date is fixed for the adjournedmeeting, a notice of the adjourned meeting shall be given to each stockholderentitled to vote at the meeting.

 

2.7           Procedure.  The order of business and all other mattersof procedure at every meeting of the stockholders may be determined by thechairman of the meeting.  The chairman ofany meeting of the stockholders shall be the chairman of the Board of Directorsor, in his or her absence, the most senior officer of the Company present atthe meeting.  The Secretary of theCompany shall act as secretary of all meetings of the stockholders, but, in theabsence of the Secretary, the presiding officer of the meeting may appoint anyperson to act as secretary of the meeting.

 

2.8           Vote Required.  Except as otherwise provided by law or by theCertificate of Incorporation:

 

(a)           Directorsshall be elected by a plurality in voting power of the shares in person orrepresented by proxy at a meeting of the stockholders and entitled to vote inthe election of directors; and

 

(b)           Wheneverany corporate action other than the election of directors is to be taken, itshall be authorized by a majority in voting power of the shares present inperson or represented by proxy at a meeting of stockholders and entitled tovote on the subject matter.

 

2.9           Mannerof Voting; Proxies.

 

(a)           Ateach meeting of stockholders, each stockholder having the right to vote shallbe entitled to vote in person or by proxy. Each stockholder shall be entitled to vote each share of stock havingvoting power and registered in such stockholder’s name on the books of theCompany on the record date fixed for determination of stockholders entitled tovote at such meeting.

 

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(b)           Eachperson entitled to vote at a meeting of stockholders may authorize anotherperson or persons to act for such stockholder by proxy, but no such proxy shallbe voted or acted upon after three years from its date, unless the proxyprovides for a longer period.  A proxy shallbe irrevocable if it states that it is irrevocable and if, and only so long as,it is coupled with an interest sufficient in law to support an irrevocablepower.  Proxies need not be filed withthe Secretary of the Company until the meeting is called to order, but shall befiled before being voted.  Withoutlimiting the manner in which a stockholder may authorize another person orpersons to act for such stockholder as proxy, the following shall constitutevalid means by which a stockholder may grant such authority:

 

(1)           Astockholder may execute a writing authorizing another person or persons to actfor such stockholder as proxy.  Executionmay be accomplished by the stockholder or the stockholder’s authorized officer,director, employee, or agent signing such writing or causing such person’ssignature to be affixed to such writing by any reasonable means including, butnot limited to, by facsimile signature; and

 

(2)           Astockholder may authorize another person or persons to act for such stockholderas proxy by transmitting or authorizing the transmission of a telegram,cablegram, or other means of electronic transmission to the person or personswho will be the holder of the proxy or to an agent of the proxyholder(s) dulyauthorized by such proxyholder(s) to receive such transmission; provided,however, that any such telegram, cablegram, or other means of electronictransmission must either set forth or be submitted with information from whichit can be determined that the telegram, cablegram, or other electronictransmission was authorized by the stockholder. If it is determined that any such telegram, cablegram, or otherelectronic transmission is valid, the inspectors or, if there are noinspectors, such other persons making that determination, shall specify theinformation upon which they relied.

 

Any copy,facsimile telecommunication, or other reliable reproduction of a writing orelectronic transmission authorizing a person or persons to act as proxy for astockholder may be substituted or used in lieu of the original writing orelectronic transmission for any and all purposes for which the original writingor electronic transmission could be used; provided, however, thatsuch copy, facsimile telecommunication, or other reproduction shall be acomplete reproduction of the entire original writing or electronictransmission.

 

2.10         RemoteCommunication.  For the purposes ofthese Bylaws, if authorized by the Board of Directors in its sole discretion,and subject to such guidelines and procedures as the Board of Directors mayadopt, stockholders and proxyholders may, by means of remote communication:

 

(a)           participatein a meeting of stockholders; and

 

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(b)           bedeemed present in person and vote at a meeting of stockholders whether suchmeeting is to be held at a designated place or solely by means of remotecommunication, provided that (i) the Company shall implement reasonablemeasures to verify that each person deemed present and permitted to vote at themeeting by means of remote communication is a stockholder or proxyholder, (ii) theCompany shall implement reasonable measures to provide such stockholders andproxyholders a reasonable opportunity to participate in the meeting and to voteon matters submitted to the stockholders, including an opportunity to read orhear the proceedings of the meeting substantially concurrently with suchproceedings, and (iii) if any stockholder or proxyholder votes or takesother action at the meeting by means of remote communication, a record of suchvote or other action shall be maintained by the Company.

 

2.11         Conductof the Meeting.  At each meeting ofstockholders, the presiding officer of the meeting shall fix and announce thedate and time of the opening and the closing of the polls for each matter uponwhich the stockholders will vote at the meeting and shall determine the orderof business and all other matters of procedure. The Board of Directors may adopt by resolution such rules, regulations,and procedures for the conduct of the meeting of stockholders as it shall deemappropriate.   Except to the extentinconsistent with any such rules and regulations adopted by the Board ofDirectors, the presiding officer of the meeting shall have the right andauthority to convene and to adjourn the meeting and to establish rules,regulations, and procedures, which need not be in writing, for the conduct ofthe meeting and to maintain order and safety. Without limiting the foregoing, he or she may:

 

(a)           restrictattendance at any time to bona fide stockholders of record and their proxiesand other persons in attendance at the invitation of the presiding officer orBoard of Directors;

 

(b)           placerestrictions on entry to the meeting after the time fixed for the commencementthereof;

 

(c)           restrictdissemination of solicitation materials and use of audio or visual recordingdevices at the meeting;

 

(d)           adjournthe meeting without a vote of the stockholders, whether or not there is aquorum present; and

 

(e)           makerules governing speeches and debate, including time limits and access tomicrophones.

 

The presidingofficer of the meeting shall act in his or her absolute discretion and his orher rulings shall not be subject to appeal.

 

2.12         Inspectorsof Election.  The Company may, andshall if required by law, in advance of any meeting of stockholders, appointone or more inspectors of election, who may be employees of the Company, to actat the meeting or any adjournment thereof and to make a

 

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written reportthereof.  The Company may designate oneor more persons as alternate inspectors to replace any inspector who fails toact.  In the event that no inspector soappointed or designated is able to act at a meeting of stockholders, the personpresiding at the meeting shall appoint one or more inspectors to act at themeeting.   Each inspector, beforeentering upon the discharge of his or her duties, shall take and sign an oathto execute faithfully the duties of inspector with strict impartiality andaccording to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertainthe number of shares of capital stock of the Company outstanding and the votingpower of each such share, (ii) determine the shares of capital stock ofthe Company represented at the meeting and the validity of proxies and ballots,(iii) count all votes and ballots, (iv) determine and retain for areasonable period a record of the disposition of any challenges made to anydetermination by the inspectors, and (v) certify their determination ofthe number of shares of capital stock of the Company represented at the meetingand such inspectors’ count of all votes and ballots.  Such certification and report shall specifysuch other information as may be required by law.  In determining the validity and counting ofproxies and ballots cast at any meeting of stockholders of the Company, theinspectors may consider such information as is permitted by applicablelaw.   No person who is a candidate foran office at an election may serve as an inspector at such election.

 

**ARTICLE 3DIRECTORS**

 

3.1           Number.  Subject to the provisions of the Certificateof Incorporation, the number of directors will be fixed from time to timeexclusively by resolutions adopted by the Board of Directors.

 

3.2           Powers.  The Board of Directors shall exercise all ofthe powers of the Company except such as are, by applicable law, the Amendedand Restated Certificate of Incorporation, or these Bylaws, conferred upon orreserved to the stockholders of any class or classes or series thereof.

 

3.3           Resignations.        Anydirector may resign at any time by giving written notice in writing or byelectronic transmission to the Board of Directors or the Secretary; provided,however, that if such notice is given by electronic transmission, suchelectronic transmission must either set forth or be submitted with informationfrom which it can be determined that the electronic transmission was authorizedby the director.  Such resignation shalltake effect at the date of receipt of such notice or at any later timespecified therein.  Acceptance of suchresignation shall not be necessary to make it effective.

 

3.4           Regular Meetings.  The Board of Directors shall meet immediatelyafter, and at the same place as, the annual meeting of the stockholders,provided a quorum is present, and no notice of such meeting will be necessaryin order to legally constitute the meeting. Regular meetings of the Board of Directors will be held at such times andplaces as the Board of Directors may from time to time determine.

 

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3.5           Special Meetings.  Special meetings of the Board of Directorsmay be called at any time, at any place and for any purpose by the chairman ofthe board, the chief executive officer, or by a majority of the Board ofDirectors.

 

3.6           Notice of Meetings.  Notice of regular meetings of the Board ofDirectors need not be given.  Notice ofevery special meeting of the Board of Directors will be given to each directorat his usual place of business or at such other address as will have beenfurnished by him for such purpose.  Suchnotice will be properly and timely given if it is (a) deposited in theUnited States mail not later than the third calendar day preceding the date ofthe meeting or (b) personally delivered, telegraphed, sent by facsimile orelectronic transmission or communicated by telephone at least twenty-four hoursbefore the time of the meeting.  Suchnotice need not include a statement of the business to be transacted at, or thepurpose of, any such meeting.

 

3.7           Waiver of Notice.  Attendance of a director at a meeting of theBoard of Directors will constitute a waiver of notice of such meeting, exceptwhere a director attends a meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. A written waiver of notice signed by a director or directors entitled tosuch notice, whether before, at, or after the time for notice or the time ofthe meeting, will be equivalent to the giving of such notice.

 

3.8           Quorum.  Except as may be otherwise provided by law,the Certificate of Incorporation or these bylaws, the presence of a majority ofthe directors then in office will be necessary and sufficient to constitute aquorum for the transaction of business at any meeting of the Board ofDirectors, and the act of a majority of the directors present at a meeting atwhich a quorum is present will be deemed the act of the Board ofDirectors.  Less than a quorum mayadjourn any meeting of the Board of Directors from time to time without notice.

 

3.9           Participation inMeetings by Telephone.  Members ofthe Board of Directors, or of any committee thereof, may participate in ameeting of such board or committee by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other and such participation will constitute presence inperson at such meeting.

 

3.10         Action Without aMeeting.  Unless otherwise restrictedby the Certificate of Incorporation or these bylaws, any action required orpermitted to be taken at any meeting of the Board of Directors or any committeethereof may be taken without a meeting if written consent thereto is signed byall members of the Board of Directors or of such committee, as the case may be,and such written consent is filed with the minutes of proceedings of the boardor committee.  Any such consent may be incounterparts and will be effective on the date of the last signature thereonunless otherwise provided therein.

 

3.11         Fees and Compensationof Directors.  Unless otherwiseprovided by the Amended and Restated Certificate of Incorporation, or theseBylaws, the Board of Directors, by resolution or resolutions may, fix thecompensation of directors.  The directorsmay be reimbursed for their expenses, if any, of attendance at each meeting ofthe Board of Directors,

 

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and may be paid afixed sum for attendance at each meeting of the Board of Directors or a statedsalary as a director.  Nothing containedin these Bylaws shall preclude any director from serving the Company in anyother capacity and receiving compensation therefor.  Members of special or standing committees maybe allowed like compensation for attending committee meetings.

 

**ARTICLE 4COMMITTEES**

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4.1           Designation ofCommittees.  The Board of Directorsmay establish one or more committees for the performance of delegated ordesignated functions to the extent permitted by law, each committee to consistof one or more directors of the Company. In the absence or disqualification of a member of a committee, themember or members present at any meeting and not disqualified from voting,whether or not such members constitute a quorum, may unanimously appointanother member of the Board of Directors to act at the meeting in the place ofsuch absent or disqualified member.

 

4.2           Committee Powers andAuthority.  Except to the extentotherwise required by law, the Board of Directors may provide, by resolution orby amendment to these bylaws, that a committee may exercise all the power andauthority of the Board of Directors in the management of the business andaffairs of the Company.

 

**ARTICLE 5OFFICERS**

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5.1           Number.  The officers of the Company will be appointedor elected by the Board of Directors. The officers will be a chief executive officer, a president, suchnumber, if any, of executive vice presidents as the Board of Directors may fromtime to time determine, such number, if any, of vice presidents as the Board ofDirectors may from time to time determine, a secretary, such number, if any, ofassistant secretaries as the Board of Directors may from time to timedetermine, and a treasurer.  Any personmay hold two or more offices at the same time.

 

5.2           Additional Officers.  The Board of Directors may appoint such otherofficers as it may deem appropriate.

 

5.3           Term of Office;Resignation.  All officers, agentsand employees of the Company will hold their respective offices or positions atthe pleasure of the Board of Directors and may be removed at any time by theBoard of Directors with or without cause. Any officer may resign at any time by giving written notice of hisresignation to the chief executive officer, the president, or to the secretary,and acceptance of such resignation will not be necessary to make it effectiveunless the notice so provides.  Anyvacancy occurring in any office will be filled by the Board of Directors.

 

5.4           Duties.  The officers of the Company will perform theduties and exercise the powers as may be assigned to them from time to time bythe Board of Directors or the president and chief executive officer.

 

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5.5           Salaries.  Subject to any applicable law, regulation orstock exchange rule to which the Company may be subject, the salaries ofall officers of the Company shall be fixed by the Board of Directors from timeto time, and no officer shall be prevented from receiving such salary by reasonof the fact that he or she is also a director of the Company.

 

**ARTICLE 6CAPITAL STOCK**

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6.1           Certificates.  The shares of capital stock of the Companyshall be represented by certificates, unless the Board of Directors provides byresolution or resolutions that some or all of the shares of any class orclasses, or series thereof, of the Company’s capital stock shall beuncertificated.  Notwithstanding theadoption of any such resolution or resolutions by the Board of Directorsproviding for uncertificated shares, to the extent required by law, everyholder of capital stock of the Company represented by certificates, and uponrequest, every holder of uncertificated shares, shall be entitled to acertificate representing such shares. Certificates for shares of stock of the Company shall be issued underthe seal of the Company, or a facsimile thereof, and shall be numbered andshall be entered in the books of the Company as they are issued.  Each certificate shall bear a serial number,shall exhibit the holder’s name and the number of shares evidenced thereby, andshall be signed by the chairman of the Board or a vice chairman, if any, or thepresident, if any, or any vice president, and by the Secretary.  Any or all of the signatures on thecertificate may be a facsimile.  If anyofficer, transfer agent, or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be suchofficer, transfer agent, or registrar before such certificate is issued, thecertificate may be issued by the Company with the same effect as if such personor entity were such officer, transfer agent, or registrar at the date of issue.

 

6.2           RegisteredStockholders.  The Company will beentitled to treat the holder of record of any share or shares of stock of theCompany as the holder in fact thereof and, accordingly, will not be bound torecognize any equitable or other claim to or interest in such share or shareson the part of any other person, whether or not it has actual or other noticethereof, except as provided by law.

 

6.3           Cancellation ofCertificates.  All certificatessurrendered to the Company will be canceled and, except in the case of lost,stolen or destroyed certificates, no new certificates will be issued until theformer certificate or certificates for the same number of shares of the sameclass of stock have been surrendered and canceled.

 

6.4           Lost, Stolen, orDestroyed Certificates.  The Board ofDirectors may direct a new certificate or certificates to be issued in place ofany certificate or certificates theretofore issued by the Company alleged tohave been lost, stolen, or destroyed upon the making of an affidavit of thatfact in a form acceptable to the Board of Directors by the person claiming thecertificate or certificates to be lost, stolen or destroyed.  In its discretion, and as a conditionprecedent to the issuance of any such new certificate or certificates, theBoard of Directors may require that the owner of such lost, stolen or destroyedcertificate or certificates, or such person’s legal representative, give theCompany and its transfer agent or agents, registrar or registrars a bond insuch form and amount as the Board of Directors may direct as indemnity

 

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against any claimthat may be made against the Company and its transfer agent or agents,registrar or registrars on account of the alleged loss, theft, or destructionof any such certificate or the issuance of such new certificate.

 

**ARTICLE 7FISCAL YEAR**

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7.1           Fiscal Year.  The Company’s fiscal year will end on the31st of December of each year.

 

**ARTICLE 8AMENDMENTS**

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8.1           Amendments.  Subject to the provisions of the Certificateof Incorporation, these bylaws may be altered, amended, or repealed at anyannual meeting of the stockholders or at any special meeting of thestockholders duly called for that purpose by a majority vote of the sharesrepresented and entitled to vote at such meeting.  Subject to the laws of the State of Delaware,the Certificate of Incorporation and these bylaws, the Board of Directors mayamend these bylaws or enact such other bylaws as in their judgment may beadvisable for the regulation of the conduct of the affairs of the Company.

 

**ARTICLE 9**

 

**MISCELLANEOUS**

 

9.1           Booksand Records.

 

(a)           Anybooks or records maintained by the Company in the regular course of itsbusiness, including its stock ledger, books of account, and minute books, maybe kept on, or by means of, or be in the form of, any information storagedevice or method; provided, however, that the books and recordsso kept can be converted into clearly legible paper form within a reasonabletime.  The Company shall so convert anybooks or records so kept upon the request of any person entitled to inspectsuch records pursuant to the Amended and Restated Certificate of Incorporation,these Bylaws, or the provisions of the DGCL.

 

(b)           Itshall be the duty of the Secretary or other officer of the Company who shallhave charge of the stock ledger to prepare and make, at least ten days beforeevery meeting of the stockholders, a complete list of the stockholders entitledto vote thereat, arranged in alphabetical order, and showing the address ofeach stockholder and the number of shares registered in the stockholder’sname.  Nothing contained in this subsection (b) shallrequire the Company to include electronic mail addresses or other electroniccontact information on such list.  Suchlist shall be open to the examination of any stockholder, for any purposegermane to the meeting for a period of at least 10 days prior to the meeting: (i) ona reasonably accessible electronic network, provided that the informationrequired to gain access to such list is provided with the notice of themeeting, or (ii) during ordinary business hours, at the principal place ofbusiness of the Company.  In the eventthat the Company determines to make the list available on an electronicnetwork, the Company may take

 

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reasonable steps toensure that such information is available only to stockholders of theCompany.  If the meeting is to be held ata place, then the list shall be produced and kept at the time and place of themeeting during the whole time thereof, and may be inspected by any stockholderwho is present.  If the meeting is to beheld solely by means of remote communication, then the list shall also be opento the examination of any stockholder during the whole time of the meeting on areasonably accessible network, and the information required to access such listshall be provided with the notice of the meeting.  The stock ledger shall be the only evidenceof the identity of the stockholders entitled to examine such list.

 

(c)           Exceptto the extent otherwise required by law, or by the Amended and RestatedCertificate of Incorporation, or by these Bylaws, the Board of Directors shalldetermine from time to time whether and, if allowed, when and under whatconditions and regulations the stock ledger, books, records, and accounts ofthe Company, or any of them, shall be open to inspection by the stockholdersand the stockholders’ rights, if any, in respect thereof.  Except as otherwise provided by law, thestock ledger shall be the only evidence of the identity of the stockholdersentitled to examine the stock ledger, the books, records, or accounts of theCompany.

 

9.2           VotingShares in Other Business Entities. Any officer of the Company designated by the Board of Directors may voteany and all shares of stock or other equity interest held by the Company in anyother corporation or other business entity, and may exercise on behalf of theCompany any and all rights and powers incident to the ownership of such stockor other equity interest.

 

9.3           RecordDate for Distributions and Other Actions. In order that the Company may determine the stockholders entitled toreceive payment of any dividend or other distribution, or allotment of anyrights, or the stockholders entitled to exercise any rights in respect of anychange, conversion, or exchange of capital stock, or for the purpose of anyother lawful action, except as may otherwise be provided in these Bylaws, theBoard of Directors may fix a record date. Such record date shall not precede the date upon which the resolutionfixing such record date is adopted, and shall not be more than sixty days priorto such action.  If no record date isfixed, the record date for determining stockholders for any such purpose shallbe the close of business on the day on which the Board of Directors adopts theresolution relating thereto.

 

9.4           ElectronicTransmission.  For purposes of theseBylaws, “electronic transmission” means any form of communication, not directlyinvolving the physical transmission of paper, that creates a record that may beretained, retrieved, and reviewed by a recipient thereof, and that may bedirectly reproduced in paper form by such a recipient through an automatedprocess.

 

9.5           Amendedand Restated Certificate of Incorporation. Notwithstanding anything to the contrary contained herein, if anyprovision contained in these Bylaws is inconsistent with or conflicts with aprovision of the Amended and Restated Certificate of Incorporation, suchprovision of these Bylaws shall be superseded by the inconsistent provision inthe Amended and Restated Certificate of Incorporation to the extent necessaryto give effect to such provision in the Amended and Restated Certificate ofIncorporation.

 

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