Exhibit 3.4CROWN NORTHCORP, INC.BYLAWSARTICLE IOFFICESSection 1.1 REGISTERED OFFICE IN DELAWARE          The registered office of the corporation required by Section 131 ofthe General Corporation Law of the State of Delaware (the “GCL”) shall be in theCity of Wilmington, County of New Castle, State of Delaware.Section 1.2 OTHER OFFICES          The corporation may have offices at such other places both within andwithout the State of Delaware as the Board of Directors may from time to timedetermine or the business of the corporation may require.ARTICLE IISTOCKHOLDERS’ MEETINGSection 2.1 PLACE OF MEETINGS          All meetings of the stockholders shall be held at such place eitherwithin or without the State of Delaware as shall be designated from time to timeby the Board of Directors and stated in the notice of the meeting.Section 2.2 ANNUAL MEETINGS          Annual meetings of stockholders shall be held within 150 days of theclose of the corporation’s fiscal year, or at such other date and time as shallbe designated from time to time by the Board of Directors, at which thestockholders shall elect a Board of Directors, and transact such other businessas may properly be brought before the meeting.Section 2.3 SPECIAL MEETINGS          Subject to the provisions of the Restated Certificate ofIncorporation, special meetings of the stockholders, for any purpose orpurposes, may be called only by the Chairman
 

 
of the Board, the President or the Board of Directors, and special meetings ofstockholders may not be called by any other person or persons or in any othermatter.Section 2.4 NOTICE OF MEETINGS AND ADJOURNED MEETINGS          2.4.1 Written notice of each meeting of stockholders, annual orspecial, shall be given which shall state the place, date and hour of themeeting, and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called. Unless otherwise provided by the GCL, the writtennotice of any meeting shall be given not less than ten (10) nor more than sixty(60) days before the date of the meeting to each stockholder entitled to vote atsuch meeting. If mailed, such notice shall be deemed to be given when depositedin the mail, postage prepaid, directed to the stockholder at his address as itappears on the records of the corporation. An affidavit of mailing of any noticeor report, executed by the Secretary, Assistant Secretary or any transfer agentof the corporation, shall be prima facie evidence of the facts stated therein.          2.4.2 Any meeting of stockholders, annual or special, may adjourn fromtime to time to reconvene at the same or some other place, and, except asotherwise provided in this section, notice need not be given of any suchadjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken. At the adjourned meeting, the corporation maytransact any business which might have been transacted at the original meeting.It 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 2.5 WAIVER OF NOTICE          Notice of a meeting need not be given to any stockholder who signs awritten waiver of notice or a consent to holding the meeting or an approval ofthe minutes thereof, whether before or after the meeting, or who attends themeeting without protesting, prior thereto or at its commencement, the lack ofnotice to such stockholder or that the meeting is not lawfully called orconvened. All such waivers, consents and approvals shall be filed with thecorporate records or made a part of the minutes of the meeting.Section 2.6 ACTION WITHOUT MEETING          2.6.1 Unless otherwise provided in the Restated Certificate ofIncorporation of this corporation, any action which may be taken at any annualor special meeting of stockholders may be taken without a meeting, and withoutprior notice, if a consent in writing, setting forth the action so taken, issigned by the holders of the outstanding shares having not less than the minimumnumber of votes that would be necessary to authorize or take such action at ameeting at which all shares entitled to vote thereon were present and voted;provided, however, that directors may not be elected by written consent exceptby unanimous written consent of all shares entitled to vote for the election ofdirectors.          2.6.2 Any stockholder giving a written consent, or the stockholder’sproxyholders, or a transferee of the shares or a personal representative of thestockholder or their
 

 
respective proxyholders, may revoke the consent by a writing received by thecorporation prior to the time that written consents of the number of sharesrequired to authorize the proposed action have been filed with the Secretary ofthe Corporation, but may not do so thereafter. Such revocation is effective uponits receipt by the Secretary of the Corporation.Section 2.7 QUORUM          2.7.1 Except as otherwise provided by law, the Restated Certificate ofIncorporation or these Bylaws, at each meeting of stockholders the presence inperson or by proxy of the holders of a majority in voting power of theoutstanding shares of stock entitled to vote at the meeting shall be necessaryand sufficient to constitute a quorum.          2.7.2 The stockholders present at a duly called or held meeting atwhich a quorum is present may continue to transact business until adjournmentnotwithstanding the withdrawal of enough stockholders to leave less than aquorum, if any action taken (other than adjournment) is approved by at least amajority of the shares required to constitute a quorum.Section 2.8 VOTING RIGHTS          Except as otherwise provided by the Restated Certificate ofIncorporation, each stockholder entitled to vote at any meeting of stockholdersshall be entitled to one vote for each share of stock held by him which hasvoting power upon the matter in question. Voting at meetings of stockholdersneed not be by written ballot. At all meetings of stockholders for the electionof directors, a plurality of the votes cast shall be sufficient to elect. Allother elections and questions shall, unless otherwise provided by law, theRestated Certificate of Incorporation or these Bylaws, be decided by theaffirmative vote of the holders of a majority in voting power of the shares ofstock which are present in person or by proxy and entitled to vote thereon.Section 2.9 PROXIES          Each stockholder entitled to vote at a meeting of stockholders mayauthorize person or persons to act for him by proxy, but no such proxy shall bevoted or acted upon after three (3) years from its date, unless the proxyprovides for a longer period. A proxy shall be irrevocable if it states that itis irrevocable and if, and only so long as, it is coupled with an interestsufficient in law to support an irrevocable power. A stockholder may revoke anyproxy which is not irrevocable by attending the meeting and voting in person orby filing an instrument revoking the proxy or another proxy bearing a later datewith the Secretary of the corporation.Section 2.10 MANNER OF CONDUCTING MEETINGS          The Board of Directors may adopt by resolution such rules andregulations for the conduct of the meeting of stockholders as it shall deemappropriate. Except to the extent inconsistent with such rules and regulationsas adopted by the Board of Directors, the chairman of any meeting ofstockholders shall have the right and authority to prescribe such rules,          
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regulations and procedures and to do all such acts as, in the judgment of suchchairman, are appropriate for the proper conduct of the meeting. Such rules,regulations or procedures, whether adopted by the Board of Directors orprescribed by the chairman of the meeting, may include, without limitation, thefollowing: (i) the establishment of an agenda or order of business for themeeting; (ii) rules and procedures for maintaining order at the meeting and thesafety of those present; (iii) limitations on attendance at or participation inthe meeting to stockholders of record of the corporation, their duly authorizedand constituted proxies or such other persons as the chairman of the meetingshall determine; (iv) restrictions on entry to the meeting after the time fixedfor the commencement thereof; and (v) limitations on the time allotted toquestions or comments by participants. Unless and to the extent determined bythe Board of Directors or the chairman of the meeting, meetings of stockholdersshall not be required to be held in accordance with the rules of parliamentaryprocedure.Section 2.11 INSPECTORS OF ELECTION          At all elections of directors, or in any other case in whichinspectors may act, two inspectors of election shall be appointed by theChairman of the meeting, except as otherwise provided by law. The inspectors ofelection shall take and subscribe an oath faithfully to execute the duties ofinspectors at such meeting with strict impartiality, and according to the bestof their ability, and shall take charge of the polls and after the vote shallhave been taken shall make a certificate of the result thereof. No director orcandidate for the office of director shall be appointed as an inspector.Section 2.12 LIST OF STOCKHOLDERS ENTITLED TO VOTE          The Secretary shall prepare and make, at least ten (10) days beforeevery meeting of stockholders, a complete list of the stockholders entitled tovote at the meeting, arranged in alphabetical order, and showing the address ofeach stockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, forany purpose germane to the meeting, during ordinary business hours, for a periodof at least ten (10) days prior to the meeting either at a place within in thecity where the meeting is to be held, which place shall be specified in thenotice of meeting, or, if not so specified, at the place where the meeting is tobe held. The list also shall be produced and kept at the place of the meetingduring the whole time thereof and may be inspected by any stockholder who ispresent. The stock ledger shall be the only evidence as to who are thestockholders entitled to examine the stock ledger, the list of stockholders orthe books of the corporation, or to vote in person or by proxy at any meeting ofstockholders.Section 2.13 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS          2.13.1 Annual Meetings of Stockholders.               (a) Nominations of persons for election to the Board of Directorsof the corporation and the proposal of business to be considered by thestockholders may be made at
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an annual meeting of stockholders (i) pursuant to the corporation’s notice ofmeeting delivered pursuant to Section 2.4 of these Bylaws, (ii) by or at thedirection of the Chairman of the Board or the Board of Directors or (iii) by anystockholder of the corporation who is entitled to vote at the meeting, whocomplied with the procedures set forth in this Bylaw and who was a stockholderof record at the time such notice is delivered to the Secretary of thecorporation.               (b) For nominations or other business to be properly broughtbefore an annual meeting by a stockholder pursuant to clause (iii) of Section2.13.1(a) of this Bylaw, the stockholder must have given timely notice thereofin writing to the Secretary of the corporation. To be timely, a stockholder’snotice shall be delivered to the Secretary at the principal executive offices ofthe corporation not less than seventy days nor more than ninety days prior tothe first anniversary of the preceding year’s annual meeting; provided, however,that in the event that the date of the annual meeting is advanced by more thantwenty days, or delayed by more than seventy days, from such anniversary date,notice by the stockholder to be timely must be so delivered not earlier than theninetieth day prior to such annual meeting and not later than the close ofbusiness on the later of the seventieth day prior to such annual meeting or thetenth day following the day on which public announcement of the date of suchmeeting is first made. Such stockholder’s notice shall set forth (a) as to eachperson whom the stockholder proposes to nominate for election or reelection as adirector all information relating to such person that is required to bedisclosed in solicitations of proxies for election of directors, or is otherwiserequired, in each case pursuant to Regulation 14A under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”), including such person’s writtenconsent to being named in the proxy statement as a nominee and to serving as adirector if elected; (b) as to any other business that the stockholder proposesto bring before the meeting, a brief description of the business desired to bebrought before the meeting, the reasons for conducting such business at themeeting and any material interest in such business of such stockholder and thebeneficial owner, if any, on whose behalf the proposal is made; and (c) as tothe stockholder giving the notice and the beneficial owner, if any, on whosebehalf the nomination or 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 are ownedbeneficially and of record by such stockholder and such beneficial owner.               (c) Notwithstanding anything in the second sentence of Section2.13.1(b) of this Bylaw to the contrary, in the event that the number ofdirectors to be elected to the Board of Directors of the corporation isincreased and there is no public announcement naming all of the nominees fordirector or specifying the size of the increase Board of Directors made by thecorporation at least eighty days prior to the first anniversary of the precedingyear’s annual meeting, a stockholder’s notice required by this Bylaw shall alsobe considered timely, but only with respect to nominees for any new positionscreated by such increase, if it shall be delivered to the Secretary at theprincipal executive offices of the corporation not later than the close ofbusiness on the tenth day following the day on which such public announcement isfirst made by the corporation.          2.13.2 Special Meetings of Stockholders.
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          Only such business shall be conducted at a special meeting ofstockholders as shall have been brought before the meeting pursuant to thecorporation’s notice of meeting pursuant to Section 2.4 of these Bylaws.Nominations of persons for election to the Board of Directors may be made at aspecial meeting of stockholders at which directors are to be elected pursuant tothe corporation’s notice of meeting (a) by or at the direction of the Board ofDirectors or (b) by any stockholder of the corporation who is entitled to voteat the meeting, who complies with the notice procedures set forth in this Bylawand who is a stockholder of record at the time such notice is delivered to theSecretary of the corporation. Nominations by stockholders of persons forelection to the Board of Directors may be made at such a special meeting ofstockholders if the stockholder’s notice as required by Section 2.13.1(b) ofthis Bylaw shall be delivered to the Secretary at the principal executiveoffices of the corporation not earlier than the ninetieth day prior to suchspecial meeting and not later than the close of business on the later of theseventieth day prior to such special meeting or the tenth day following the dayon which public announcement is first made of the date of the special meetingand of the nominees proposed by the Board of Directors to be elected at suchmeeting.          2.13.3 General.               (a) Only persons who are nominated in accordance with theprocedures set forth in this Bylaw shall be eligible to serve as directors andonly such business shall be conducted at a meeting of stockholders as shall havebeen brought before the meeting in accordance with the procedures set forth inthis Bylaw. Except as otherwise provided by law, the Restated Certificate ofIncorporation or these Bylaws, the chairman of the meeting shall have the powerand duty to determine whether a nomination or any business proposed to bebrought before the meeting was made in accordance with the procedures set forthin this Bylaw and, if any proposed nomination or business is not in compliancewith this Bylaw, to declare that such defective proposal or nomination shall bedisregarded.               (b) For purposes of this Bylaw, “public announcement” shall meandisclosure in a press release reported by the Dow Jones News Service, AssociatedPress or comparable national news service or in a document publicly filed by thecorporation with the Securities and Exchange Commission pursuant to Section 13,14 or 15(d) of the Exchange Act.               (c) Notwithstanding the foregoing provisions of this Bylaw, astockholder shall also comply with all applicable requirements of the ExchangeAct and the rules and regulations thereunder with respect to the matters setforth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rightsof stockholders to request inclusion of proposals in the corporation’s proxystatement pursuant to Rule 14a-8 under the Exchange Act.
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ARTICLE IIIDIRECTORSSection 3.1 POWERS          Subject to the provisions of the GCL and any limitations in theRestated Certificate of Incorporation relating to actions required to beauthorized or approved by the stockholders, the business affairs of thecorporation shall be managed by or under the direction of the Board ofDirectors.Section 3.2 AUTHORIZED NUMBER          The number of directors of this Corporation shall be not less than one(1) and not more than nine (9) until changed in accordance with the followingprovision of this Section 3.2. The exact number so fixed may be changed fromtime to time, within the limits specified in the Restated Certificate ofIncorporation, by resolution adopted by the Board of Directors. Directors neednot be stockholders.Section 3.3 ELECTION AND TENURE OF OFFICE          Subject to the provisions of the Restated Certificate of Incorporationand Section 3.4 of these Bylaws, directors shall be elected at the annualmeeting of stockholders. Directors shall hold office until the election andqualification of their successors or until their earlier resignation or removal.Section 3.4 VACANCIES          Subject to the provisions of the Restated Certificate ofIncorporation, newly created directorships resulting from any increase in theauthorized number of directors, and any vacancies on the Board of Directorsresulting from death, resignation, disqualification or removal may be filledonly by the affirmative vote of a majority of the remaining directors then inoffice, even though less than a quorum of the Board of Directors. Any directorelected in accordance with the preceding sentence shall hold office until thenext annual meeting of stockholders, and until such director’s successor shallhave been duly elected and qualified, subject to his or her earlier death,disqualification, resignation or removal.Section 3.5 RESIGNATION          3.5.1 Any directors may resign effective upon giving written notice tothe Chairman of the Board, the President, the Secretary or the Board ofDirectors of the corporation. The notice shall be effective upon delivery unlessa later date is specified therein. If a
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resignation of a director is effective at a future time, a successor may beelected to take office when the resignation becomes effective.          3.5.2 No reduction of the number of directors shall have the effect ofremoving any director prior to the expiration of his term of office.Section 3.6 MEETINGS AFTER ANNUAL STOCKHOLDERS’ MEETINGS          Immediately following each annual meeting of stockholders, the Boardof Directors shall hold a regular meeting at the place where said annual meetinghas been held or at such other place as shall be fixed by the Board ofDirectors, to elect officers and to transact other proper business. Call andnotice of such regular meetings are hereby dispensed with.Section 3.7 OTHER REGULATIONS          Regular meetings of the Board of Directors may be held at such timesand at such places within or without the State of Delaware as may be determinedfrom time to time by the Board of Directors. No notice need be given of suchregular meetings, except that notice shall be given to each director (as for aspecial meeting) of the resolution establishing regular meeting dates, whichnotice shall contain the date, time and place of the regular meetings.Section 3.8 SPECIAL MEETINGS — NOTICES          3.8.1 Special meetings of the Board of Directors for any purpose orpurposes may be called at any time by the Chairman of the Board or the Presidentor any two directors.          3.8.2 Special meetings of the Board of Directors shall be held upon atleast four (4) days’ notice by mail or 24 hours’ notice delivered personally orby telephone, telegram or other electronic communication. A notice need notspecify the purpose of any meeting of the Board of Directors.          3.8.3 Notice by mail shall be deemed given at the time a writtennotice is deposited in the United States mails, first class postage prepaid,addressed to the director at his address as it is shown upon the records of thecorporation, or, if it is not so shown on such records and is not readilyascertainable, at the principal executive office of the corporation. Notice bytelegram shall be deemed given when it is actually transmitted by the telegramcompany, addressed as in the preceding sentence. Notice by telephone, telecopyor other electronic communication shall be deemed given when it is socommunicated to the director or to a person at the office of the director whothe person giving the notice has reason to believe will promptly communicate itto the director.          
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Section 3.9 TELEPHONIC MEETING          Members of the Board of Directors, or any committee designated by theBoard, may participate in a meeting of the Board or such committee by means ofconference telephone or similar communications equipment, by means of which allpersons participating in the meeting can hear each other, and participation in ameeting pursuant to this bylaw shall constitute presence in person at suchmeeting.Section 3.10 WAIVER OF NOTICE          Notice of a meeting need not be given to any director who signs awritten waiver of notice or a consent to holding the meeting or an approval ofthe minutes thereof, whether before or after the meeting, or who attends themeeting without protesting, prior thereto or at its commencement, the lack ofnotice to such director or that the meeting is not lawfully called or convened.All such waivers, consents and approvals shall be filed with the corporaterecords or made a part of the minutes of the meeting.Section 3.11 ACTION AT A MEETING          A majority of the authorized number of directors present in personconstitutes a quorum of the Board of Directors for the transaction of businessat a meeting. Every act or decision done or made by a majority of the directorspresent at a meeting duly held at which a quorum is present is the act of theBoard of Directors, unless a greater number is required by law, by the RestatedCertificate of Incorporation or by the Bylaws.Section 3.12 ADJOURNMENT          A majority of the directors present at a meeting, whether or not aquorum is present, may adjourn the meeting to another time and place. If themeeting is adjourned for more than 24 hours, at least two (2) days’ notice bymail or 24 hours’ notice delivered personally or by telephone or telegraph,stating the time and place at which the meeting will reconvene, shall be givento each director who was not present at the time of the adjournment. Notice bymail, telephone or telegraph shall be deemed given as provided in section 3.8.3.Section 3.13 ORGANIZATION          Meetings of the Board of Directors shall be presided over by theChairman of the Board, if any, or in his absence, by the Vice Chairman of theBoard, if any, or in his absence by the President if he is also a director, orin their absence by a chairman chosen at the meeting. The Secretary shall act assecretary of the meeting, but in his absence the chairman of the meeting mayappoint any person to act as secretary of the meeting.          
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Section 3.14 ACTION BY UNANIMOUS WRITTEN CONSENT          Any action required or permitted to be taken by the Board of Directorsmay be taken without a meeting, if all of the members of the Board of Directorsshall individually or collectively consent in writing to such action. Suchwritten consent or consents shall be filed with the minutes of the proceedingsof the Board of Directors. Such action by written consent shall have the sameforce and effect as an unanimous vote of such directors.Section 3.15 INTERESTED DIRECTORS          No contract or transaction between the corporation and one or more ofits directors or officers or between the corporation and any other corporation,partnership, association or other organization in which one or more of itsdirectors or officers are directors or officers, or have a financial interest,shall be void or voidable solely for this reason, or solely because the directoror officer is present at or participates in the meeting of the Board orcommittee thereof which authorizes the contract or transaction, or solelybecause his or their votes are counted for such purpose, if: (a) the materialfacts as to his relationship or interest and as to the contract or transactionare disclosed or are known to the Board of Directors or the committee, and theBoard or committee in good faith authorizes the contract or transaction by theaffirmative votes of a majority of the disinterested directors, even though thedisinterested directors be less than a quorum; or (b) the material facts as tohis relationship or interest and as to the contract or transaction are disclosedor are known to the stockholders entitled to vote thereon, and the contract ortransaction is specifically approved in good faith by a vote of thestockholders; or (c) the contract or transaction is fair as to the corporationas of the time it is authorized, approved or ratified by the Board of Directors,a committee thereof or the stockholders. Common or interested directors may becounted in determining the presence of a quorum at a meeting of the Board ofDirectors or of a committee which authorizes the contract or transaction.Section 3.16 COMPENSATION          The directors may be paid their expenses of attending each meeting ofthe Board of Directors. In addition, the Board of Directors may from time totime, in its discretion, pay to directors fixed compensation for attendance ateach meeting of the Board of Directors or may pay a stated fee or othercompensation for services as a director. No such payment shall preclude anydirector from serving the corporation in any other capacity and receivingcompensation therefor; Members of special or standing committees may be allowedlike reimbursement and compensation for attending committee meetings.
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ARTICLE IVCOMMITTEESSection 4.1 COMMITTEES          The Board of Directors may, by resolution passed by a majority of thewhole Board, designate one or more committees, each committee to consist of oneor 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. In the absence ordisqualification of a member of the committee, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not he orthey constitute a quorum, may unanimously appoint another member of the Board ofDirectors to act at the meeting in place of any such absent or disqualifiedmember. Any such committee, to the extent provided by law and to the extendprovided in the resolution of the Board of Directors, shall have and mayexercise all the powers and authority of the Board of Directors in themanagement of the business and affairs of the corporation, and may authorize theseal of the corporation to be affixed to all papers which may require it.Section 4.2 COMMITTEE RULES          Unless the Board of Directors otherwise provides, each committeedesignated by the Board of Directors may make, alter and repeal rules for theconduct of its business. In the absence of such rules, each committee shallconduct its business in the same manner as the Board of Directors conducts itsbusiness pursuant to Article II of these Bylaws.Section 4.3 COMMITTEE RECORDS          Each committee shall keep regular minutes of its meetings and shallreport the same to the Board of Directors when required.ARTICLE VOFFICERSSection 5.1 OFFICERS          The officers of the corporation shall be a Chairman of the Board or aPresident or both, one or more Vice Presidents, a Secretary, a Chief FinancialOfficer and such other officers with such titles as shall be determined by theBoard of Directors and with such duties as shall be delegated to them by theBoard of Directors or any supervisory officer. Any number of offices may be heldby the same person.
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Section 5.2 ELECTION, REMOVAL AND RESIGNATION          Officers shall be chosen by the Board of Directors and shall serve andshall be subject to removal, with or without cause, at the pleasure of the Boardof Directors, subject to the rights, if any, of officers under contracts ofemployment with the corporation. Any officer may resign at any time upon writtennotice to the corporation without prejudice to the rights, if any, of thecorporation under any contract to which the officer is a party.Section 5.3 CHAIRMAN OF THE BOARD          The Chairman of the Board, if there be such officer, shall, ifpresent, preside at all meetings of the Board of Directors and the stockholdersand shall exercise and perform such other powers and duties as may be assignedfrom time to time to the Chairman of the Board by the Board of Directors.Whenever there is no President of the corporation, the Chairman of the Boardshall have the powers and duties of the President.Section 5.4 PRESIDENT          Subject to such supervisory powers, if any, as may be given by theBoard of Directors to the Chairman of the Board, if there be such an officer,the President shall be the general manager and chief executive officer of thecorporation and, subject to the control of the Board of Directors, shallsupervise, direct and control the business and affairs of the corporation. Inthe absence of the Chairman of the Board or if there be none, he shall presideat all meetings of the stockholders and, provided the President is also adirector, at all meetings of the Board of Directors. He shall have the generalpowers and duties of management usually vested in the office of president of acorporation and such other powers and duties as may be prescribed by the Boardof Directors or the Bylaws.Section 5.5 VICE PRESIDENTS          The Vice Presidents shall have such powers and perform such duties asfrom time to time may be prescribed for them by the Board of Directors, theChairman of the Board, the President or any other officer supervising such VicePresidents. In the absence or disability of the President and Chairman of theBoard, a Vice President designated by the Board of Directors shall substitutefor and assume the duties, powers and authority of the President.Section 5.6 SECRETARY AND ASSISTANT SECRETARY          5.6.1 The Secretary shall attend all meetings of the Board ofDirectors and all meetings of the stockholders, shall record or cause to berecorded all votes and minutes thereof, shall give notice of each meeting of thestockholders and Board of Directors requiring notice and shall perform suchother duties as may be prescribed by the Board of Directors, the chairman of theBoard or President. The Secretary shall keep in safe custody the seal of thecorporation, and,
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when authorized by the Board of Directors, shall affix the same to anyinstrument.          5.6.2 The Assistant Secretary shall perform such corporate secretarialduties as may be prescribed by the Board of Directors, the Chairman of theBoard, the President or the Secretary, and in absence or disability of theSecretary shall substitute for and assume the duties, powers and authority ofthe Secretary.Section 5.7 CHIEF AND SUBORDINATE FINANCIAL OFFICERS          5.7.1 The Chief Financial Officer shall keep and maintain or cause tobe kept and maintained adequate and correct accounts of the properties andbusiness transactions of the corporation, including accounts of its assets,liabilities, receipts, disbursements, gains, losses, capital and retainedearnings. The books of account shall be open to inspection by all directors atall reasonable times. The Chief Financial Officer shall deposit or cause to bedeposited all monies and other valuables in the name and to the credit of thecorporation with such depositories as may be designated by the Board ofDirectors. The Chief Financial Officer shall disburse or cause to be disbursedthe funds of the corporation as may be ordered by the Board of Directors. TheChief Financial Officer shall supervise the subordinate financial officers.          5.7.2 The subordinate financial officers, which may be a Treasurer, aController and one or more Assistant Treasurers and Assistant Controllers, shallperform such duties and exercise such powers as shall be delegated to them bythe Board of Directors, the Chairman of the Board, the President and the ChiefFinancial Officer.Section 5.8 ADDITIONAL POWERS, SENIORITY AND SUBSTITUTION OF OFFICERS          In addition to the foregoing powers and duties specifically prescribedfor the respective officers, the Board of Directors may from time to time byresolution impose or confer upon any of the officers such additional duties andpowers as the Board of Directors may see fit and/or determine the order ofseniority among the officers. Any such resolution may be final, subject only tofurther action by the Board of Directors, or the resolution may grant suchdiscretion, as the Board of Directors deems appropriate, to the Chairman of theBoard or to the President (or in his absence the Vice President serving in hisplace) to impose or confer additional duties and powers and to determine theorder of seniority among officers. The Board of Directors, the Chairman of theBoard or the President may designate any officer or officers to substitute forand assume the duties, powers and authority of any absent officer or officers inany instances not provided for above.Section 5.9 COMPENSATION          The officers of this corporation shall receive such compensation asshall be fixed from time to time by the Board of Directors, except that theBoard of Directors may delegate to any officer or officers the power to fix thecompensation of any other officer or officers. No officer shall be preventedfrom receiving compensation by reason of the fact that the officer is
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also a director of the corporation.Section 5.10 LOANS AND GUARANTEES          The corporation may lend money to, or guaranty any obligation of, orotherwise assist any officer or other employee of the corporation of itssubsidiaries, including any officer or employee who is a director of thecorporation or its subsidiaries, whenever, in the judgment of a majority of thedisinterested directors (even though the disinterested directors may be lessthan a quorum), such loan, guaranty or assistance may reasonably be expected tobenefit the corporation. The loan, guaranty or other assistance may be with orwithout interest, and may be unsecured or secured in such manner as the majorityof disinterested directors (even if the disinterested directors are less than aquorum) shall approve, including, without limitation, a pledge of shares ofstock of the corporation. Nothing in this section contained shall be deemed todeny, limit or restrict the powers of guaranty or warranty of the corporation atcommon law or under any statute.ARTICLE VICORPORATE RECORDS AND AUTHORIZATIONSSection 6.1 RECORDS          6.1.1 The corporation shall keep, at its principal executive office orat the office of its transfer agent or registrar, (a) adequate and correct booksand records of account, (b) minutes of the proceedings of the stockholders,Board of Directors and committees of the Board of Directors, and (c) a record ofits shareholders giving the names and addresses of all shareholders and thenumber and class of shares held by each.          6.1.2 Any records maintained by the corporation in the regular courseof its business, including its stock ledger, books of account and minute books,may be kept on, or be in the form of, punch cards, magnetic tape, photographs,microphotographs or any other information storage device, provided that therecords so kept can be converted into clearly legible form within a reasonabletime. The corporation shall so convert any records so kept upon the request ofany person entitled to inspect the same.Section 6.2 CHECKS, DRAFTS, ETC.          All checks, drafts, or other orders for payment of money, notes orother evidences of indebtedness, issued in the name of, or payable to, thecorporation, shall be signed or endorsed by such person or persons and in suchmanner as shall be determined from time to time by resolution of the Board ofDirectors.Section 6.3 EXECUTION OF CONTRACTS
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          The Board of Directors, except as otherwise provided in these Bylaws,may authorize any officer or officers or agent or agents to enter into anycontract or execute and instrument in the name of and on behalf of thecorporation. Such authority may be general, or confined to specific instances.Unless so authorized by the Board of Directors, no officer, agent or employeeshall have any power or authority to, bind the corporation by any contract orengagement, or pledge its credit or render it liable for any purpose or in anyamount; provided, however, that nothing contained in this section shall beconstrued to prevent any officer of the corporation from performing his regularduties in the ordinary course of business pursuant to the authority granted tosaid officer by Article V of these Bylaws.Section 6.4 VOTING OF SHARES OF OTHER CORPORATION          All shares of any other corporation standing in the name of thiscorporation shall be voted, and all rights incidental thereto exercised, asdirected by written consent or resolution of the Board of Directors expresslyreferring thereto. Such rights may be delegated by the Board of Directors to thePresident or any Vice President, or any other person expressly appointed by theBoard of Directors. Such authority may be exercised by the designated officersin person, or by any other person authorized so to do proxy or power of attorneyduly executed by such officers.Section 6.5 DIVIDENDS          The Board of Directors may from time to time declare, and thecorporation may pay, dividends on its outstanding shares in the manner and onthe terms and conditions provided by law and, subject to the RestatedCertificate of Incorporation, subject to any contractual restrictions to whichthe corporation is then subject. If a dividend is declared, the stock transferbooks shall not be closed, but a record date shall be set by the Board ofDirectors on which hate the transfer agent or, where no transfer agent isappointed, the Secretary will take a record of all stockholders entitled to thedividend without actually closing the books for transfers of stock.ARTICLE VIISTOCK CERTIFICATES AND TRANSFER OF SHARESSection 7.1 STOCK CERTIFICATES          7.1.1 Every holder of stock shall be entitled to have a certificatesigned by or in the name of the corporation by the Chairman or Vice Chairman ofthe Board of Directors, if any, or the President or a Vice President, and by theChief Financial Officer, Treasurer or an Assistant Treasurer, or the Secretaryor an Assistant Secretary, of the corporation, certifying the number of sharesowned by him in the corporation. Any of or all the signatures on the certificatemay be a facsimile. In case any officer, transfer agent or registrar who hassigned or whose facsimile
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signature has been placed upon a certificate shall have ceased to be an officer,transfer agent or registrar before such certificate is issued, it may be issuedby the corporation with the same effect as if he were such officer, transferagent or registrar at the date of issue.          7.1.2 If the corporation is authorized to issue more than one class ofstock, or more than one series of any class, the powers, designations,preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights shall be set forth in full orsummarized on the face or back of the certificate which the corporation shallissue to represent such class of stock; provided, however, that except asotherwise provided in Section 202 of the GCL, in lieu of the foregoingrequirements, there may be set forth on the face or back of the certificatewhich the corporation shall issue to represent such class or series of stock, astatement that the corporation will furnish without charge to each stockholderwho so requests, the powers, designations, preferences and relative,participating, optional or other special rights or each class of stock or seriesthereof and the qualifications, limitations or restrictions of such preferencesand/or rights.Section 7.2 TRANSFER ON THE BOOKS          Upon (a) the surrender to the Secretary or transfer agent of thecorporation of a certificate representing shares of stock in the corporation,duly endorsed or accompanied by proper evidence of succession, assignment orauthority to transfer and (b) delivery to the corporation of evidence sufficientto indicate that the transfer of such shares would not be in violation of theRestated Certificate of Incorporation or Bylaws, any legend appearing on saidcertificated or any applicable law, it shall be the duty of the corporation toissue a new certificate to the person entitled thereto, cancel the oldcertificate and record the transaction upon its books.Section 7.3 STOLEN, LOST OR DESTROYED CERTIFICATES          The Board of Directors or any officer designated by the Board ofDirectors may direct a new certificate or certificates to be issue in place ofany certificate or certificates theretofore issued by the corporation alleged tohave been stolen, lost or destroyed, upon the making of an affidavit of thatfact by the person claiming the certificate for shares so stolen, lost ordestroyed. When authorizing such issue of a new certificate or certificates, theBoard of Directors or such officer, as a condition precedent to the issuancethereof, may require the person claiming such stolen, lost or destroyedcertificate or certificates to give the corporation a bond or other adequatesecurity sufficient to indemnify it against claim that may be made against it,including any expense or liability, on account of the alleged loss, theft ordestruction of any such certificate or the issuance of such new certificate.Section 7.4 TRANSFER AGENTS AND REGISTRARS          The Board of Directors may appoint one or more transfer agents ortransfer clerks, and one or more registrars, who may be the same person, and maybe the Secretary of the
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corporation, or an incorporated bank or trust company, either domestic orforeign, who shall be appointed at such times and places as the requirements ofthe corporation may necessitate and the Board of Directors may designate.Section 7.5 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD          In order that the corporation may determine the stockholders entitledto notice of or vote at any meeting of stockholders or any adjournment thereof,or to express consent to corporate action in writing without a meeting, orentitled to receive payment of any dividend or other distribution or allotmentof any rights, or entitled to exercise any rights in respect of any change,conversion or exchange of stock or for the purpose of any other lawful action,the Board of Directors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted bythe Board of Directors, and which record date: (1) in the case of determinationof stockholders entitled to vote at any meeting of stockholders or adjournmentthereof, shall, unless otherwise required by law, not be more than sixty or lessthan ten days before the date of such meeting; (2) in the case of determinationof stockholders entitled to express consent to corporate action in writingwithout a meeting, shall not be more than ten days from the date upon which theresolution fixing the record date is adopted by the Board of Directors; and (3)in the case of any other action, shall not be more than sixty days prior to suchother action. If no record is fixed: (1) the record date for determinationstockholders entitled to notice of or to vote at a meeting of stockholders shallbe at the close of business on the day next preceding the day on which themeeting is held; (2) the record date for determining stockholders entitled toexpress consent to corporate action in writing without a meeting, when no prioraction of the Board of Directors is required by law, shall be the first date onwhich a signed written consent setting forth the action taken or proposed to betaken is delivered to the corporation in accordance with applicable law, or, ifprior action by the Board of Directors is required by law, shall be at the closeof business on the day on which the Board of Directors adopts the resolutiontaking such prior action; and (3) the record date for determining stockholdersfor any other purpose shall be at the close of business on the day on which theBoard of Directors adopts the resolution relating thereto. A determination ofstockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however,that the Board of Directors may fix a new record date for the adjourned meeting.
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ARTICLE VIIICORPORATE SEAL          The corporate seal shall have the inscribed thereon the name of thecorporation, the year of its organization, the state of incorporation and thewords “Corporate Seal”.ARTICLE IXAMENDMENTS TO BYLAWSSection 9.1 BY STOCKHOLDERS          The stockholders of the corporation may make or adopt additionalBylaws and may adopt, amend, alter, repeal or rescind any provision of theseBylaws upon the affirmative cote of a majority of all outstanding sharesentitled to vote at a duly held meeting at which a quorum is present orrepresented by proxy.Section 9.2 BY DIRECTORS          Subject to the provision of Section 9.1, the Board of Directors mayalter, amend, repeal or rescind any provision of these Bylaws or may adopt newBylaws.Section 9.3 RECORDS OF AMENDMENTS          Whenever an amendment or new Bylaw is adopted, it shall be filed inthe book of minutes with the original Bylaws. If any Bylaw is repealed, the factof repeal and the date on which the repeal was enacted shall be stated in saidbook.ARTICLE XINTERPRETATION          Reference in these Bylaws to any provision of the GCL shall be deemedto include all amendments thereof.
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ARTICLE XIINDEMNIFICATION OF DIRECTORS OFFICERS,EMPLOYEES AND OTHER AGENTS          Section 11.1 Right to Indemnification. The corporation shall indemnifyand hold harmless, to the fullest extent permitted by applicable law as itpresently exists or may hereafter be amended, any person who was or is made oris threatened to be made a party or is otherwise involved in any action, suit orproceeding, whether civil, criminal, administrative or investigative (a“proceeding”), by reason of the fact that he, or a person for whom he is thelegal representative, is or was a director or officer of the corporation or isor was serving at the request of the corporation as a director, officer,employee or agent of another corporation or of a partnership, joint venture,trust, enterprise or nonprofit entity, including service with respect toemployee benefit plans (an “indemnitee”), against all liability and losssuffered and expenses (including attorneys’ fees) reasonably incurred by suchindemnitee. The corporation shall be required to indemnify an indemnitee inconnection with a proceeding (or part thereof) commenced by such indemnitee onlyif the commencement of such proceeding (or part thereof) by the indemnitee wasauthorized by the Board of Directors of the corporation.          Section 11.2 Prepayment of Expenses. The corporation shall pay theexpenses (including attorneys’ fees) incurred by an indemnitee in defending anyproceeding in advance of its final disposition, provided, however, that thepayment of expenses incurred by a director or officer in advance of the finaldisposition of the proceeding shall be made only upon receipt of an undertakingby the director or officer to repay all amounts advanced if it should beultimately determined that the director or officer is not entitled to beindemnified under this Article XI or otherwise.          Section 11.3 Claims. If a claim for indemnification or payment ofexpenses under this Article XI is not paid in full within sixty days after awritten claim therefor by the indemnitee has been received by the corporation,the indemnitee may file suit to recover the unpaid amount of such claim and, ifsuccessful in whole or part, shall be entitled to be paid the expense ofprosecuting such claim. In any such action the corporation shall have the burdenof proving that the indemnitee was not entitled to the requested indemnificationor payment of expenses under applicable law.          Section 11.4 Nonexclusivity of Rights. The rights conferred on anyperson by this Article XI shall not be exclusive of any other rights which suchperson may have or hereafter acquire under any statute, provision of theRestated Certificate of Incorporation, these Bylaws, agreement, vote ofstockholders or disinterested directors or otherwise.          Section 11.5 Other Indemnification. The corporation’s obligation, ifany, to indemnify any person who was or is serving at its request as a director,officer, employee or agent
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of another corporation, partnership, joint venture, trust, enterprise ornonprofit entity shall be reduced by any amount such person may collect asindemnification from such other corporation, partnership, joint venture, trust,enterprise or non-profit enterprise.
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