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Exhibit 4.2  


        I,
RICHARD A. SANTA, hereby certify that I am the duly elected and qualified Secretary of Dynamic Materials Corporation, a Delaware corporation; that the following is a true and correct
copy of resolutions adopted at a Regular Meeting of the Board of Directors thereof held on October 15, 2004; and that said resolutions have not been modified or amended and are presently in
full force and effect: 


 
 

Resolutions of the Board of Directors
  Dated October 15, 2004    
    


        RESOLVED, that, in furtherance of the Amendments, the Board of Directors of the Company hereby amends the Bylaws
to provide that each director shall be elected annually by deleting Article IV, Section 17 of the Bylaws and replacing it with the following text: 


        "[Reserved]" 


        ;
and it is further 


        RESOLVED, that, in furtherance of the Amendments, the Board of Directors of the Company hereby amends the Bylaws to provide that directors
may be removed from the Board of Directors with or without cause by deleting Article IV, Section 20 of the Bylaws and replacing it with the following text: 



        "Subject
to the rights of the holders of any series of Preferred Stock, directors may be removed from the Board of directors with or without cause. Subject to any limitations imposed by
law, the Board of Directors or any individual director may be removed from office at any time by the affirmative vote of the holders of a majority of voting power of all the
then-outstanding shares of voting stock of the corporation, entitled to vote at an election of directors (the "Voting Stock")" 


        ;
and it is further 


        RESOLVED, that the Authorized Officers are severally authorized and directed to do or cause to be done all such acts and things and to
execute and deliver any and all such documents and papers, and to expend such money and pay such filing fees, as they may determine in their sole discretion to be necessary or desirable to effect the
purposes of the foregoing resolutions and such additional resolutions as may be passed by the Special Meeting Committee, and any and all actions hereafter taken by or at the direction of said
Authorized Officers consistent with the terms, provisions and intent of the foregoing resolutions and such additional resolutions as may be passed by the Special Meeting Committee be and the same are
hereby approved, authorized and confirmed in all respects; and that all such actions heretofore taken by or at the direction of the Authorized Officers in connection with the subject of the foregoing
resolutions be and they are hereby approved, ratified, and confirmed in all respects. 


        IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of this Company on May 14, 2004. 



	 	 	/s/  RICHARD A. SANTA      
 Richard A. Santa

Secretary










BYLAWS  


 OF  


 BOOM, INC.  


 (A DELAWARE CORPORATION)  








   TABLE OF CONTENTS  



	 
	 	 
	 	Page

	ARTICLE I OFFICES	 	1
	 	
 Section 1.	
 	

Registered Office	
 	

1
	 	Section 2.	 	Other Offices	 	1
	

ARTICLE II CORPORATE SEAL	
 	

1
	 	
 Section 3.	
 	

Corporate Seal	
 	

1
	

ARTICLE III STOCKHOLDERS' MEETINGS	
 	

1
	 	
 Section 4.	
 	

Place of Meetings	
 	

1
	 	Section 5.	 	Annual Meetings	 	1
	 	Section 6.	 	Special Meetings	 	3
	 	Section 7.	 	Notice of Meetings	 	3
	 	Section 8.	 	Quorum	 	3
	 	Section 9.	 	Adjournment and Notice of Adjourned Meetings	 	4
	 	Section 10.	 	Voting Rights	 	4
	 	Section 11.	 	Joint Owners of Stock	 	4
	 	Section 12.	 	List of Stockholders	 	4
	 	Section 13.	 	Action Without Meeting	 	5
	 	Section 14.	 	Organization	 	5
	

ARTICLE IV DIRECTORS	
 	

5
	 	
 Section 15.	
 	

Number and Term of Office	
 	

5
	 	Section 16.	 	Powers	 	5
	 	Section 17.	 	Classes of Directors	 	5
	 	Section 18.	 	Vacancies	 	6
	 	Section 19.	 	Resignation	 	6
	 	Section 20.	 	Removal	 	6
	 	Section 21.	 	Meetings	 	6
	 	 	(a)	 	Annual Meetings	 	6
	 	 	(b)	 	Regular Meetings	 	6
	 	 	(c)	 	Special Meetings	 	6
	 	 	(d)	 	Telephone Meetings	 	7
	 	 	(e)	 	Notice of Meetings	 	7
	 	 	(f)	 	Waiver of Notice	 	7
	 	Section 22.	 	Quorum and Voting	 	7
	 	Section 23.	 	Action Without Meeting	 	7
	 	Section 24.	 	Fees and Compensation	 	7
	 	Section 25.	 	Committees	 	8
	 	 	(a)	 	Executive Committee	 	8
	 	 	(b)	 	Other Committees	 	8
	 	 	(c)	 	Term	 	8
	 	 	(d)	 	Meetings	 	8
	 	Section 26.	 	Organization	 	9
	

ARTICLE V OFFICERS	
 	

9
	 	
 Section 27.	
 	

Officers Designated	
 	

9
	 	Section 28.	 	Tenure and Duties of Officers	 	9
	 	 	(a)	 	General	 	9
	 	 	 	 	 





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	 	 	(b)	 	Duties of Chairman of the Board of Directors	 	9
	 	 	(c)	 	Duties of President	 	9
	 	 	(d)	 	Duties of Vice Presidents	 	10
	 	 	(e)	 	Duties of Secretary	 	10
	 	 	(f)	 	Duties of Chief Financial Officer	 	10
	 	Section 29.	 	Delegation of Authority	 	10
	 	Section 30.	 	Resignations	 	10
	 	Section 31.	 	Removal	 	10
	

ARTICLE VI EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION	
 	

11
	 	
 Section 32.	
 	

Execution of Corporate Instruments	
 	

11
	 	Section 33.	 	Voting of Securities Owned by the Corporation	 	11
	

ARTICLE VII SHARES OF STOCK	
 	

11
	 	
 Section 34.	
 	

Form and Execution of Certificates	
 	

11
	 	Section 35.	 	Lost Certificates	 	12
	 	Section 36.	 	Transfers	 	12
	 	Section 37.	 	Fixing Record Dates	 	12
	 	Section 38.	 	Registered Stockholders	 	13
	

ARTICLE VIII OTHER SECURITIES OF THE CORPORATION	
 	

13
	 	
 Section 39.	
 	

Execution of Other Securities	
 	

13
	

ARTICLE IX DIVIDENDS	
 	

13
	 	
 Section 40.	
 	

Declaration of Dividends	
 	

13
	 	Section 41.	 	Dividend Reserve	 	13
	

ARTICLE X FISCAL YEAR	
 	

13
	 	
 Section 42.	
 	

Fiscal Year	
 	

13
	

ARTICLE XI INDEMNIFICATION	
 	

14
	 	
 Section 43.	
 	

Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents	
 	

14
	 	 	(a)	 	Directors and Executive Officers	 	14
	 	 	(b)	 	Other Officers, Employees and Other Agents	 	14
	 	 	(c)	 	Expenses	 	14
	 	 	(d)	 	Enforcement	 	14
	 	 	(e)	 	Non-Exclusivity of Rights	 	15
	 	 	(f)	 	Survival of Rights	 	15
	 	 	(g)	 	Insurance	 	15
	 	 	(h)	 	Amendments	 	15
	 	 	(i)	 	Saving Clause	 	15
	 	 	(j)	 	Certain Definitions	 	15
	

ARTICLE XII NOTICES	
 	

16
	 	
 Section 44.	
 	

Notices	
 	

16
	 	 	(a)	 	Notice to Stockholders	 	16
	 	 	(b)	 	Notice to Directors	 	16
	 	 	(c)	 	Affidavit of Mailing	 	16
	 	 	 	 	 



ii







 

	 	 	(d)	 	Time Notices Deemed Given	 	16
	 	 	(e)	 	Methods of Notice	 	16
	 	 	(f)	 	Failure to Receive Notice	 	17
	 	 	(g)	 	Notice to Person with Whom Communication is Unlawful	 	17
	 	 	(h)	 	Notice to Person with Undeliverable Address	 	17
	

ARTICLE XIII AMENDMENTS	
 	

17
	 	
 Section 45.	
 	

Amendments	
 	

17
	

ARTICLE XIV LOANS TO OFFICERS	
 	

17
	 	
 Section 46.	
 	

Loans to Officers	
 	

17




iii








   BYLAWS

OF

BOOM, INC.

(A DELAWARE CORPORATION)  


ARTICLE I

OFFICES  



        Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in
the City of Wilmington, County of New Castle. (Del. Code Ann., tit. 8, Section 131) 


        Section 2.
Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as
may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the
business of the corporation may require. (Del. Code Ann., tit. 8, Section 122(8)) 


ARTICLE II

CORPORATE SEAL  


        Section 3. Corporate Seal. The corporate seal shall consist of a die bearing the name of the corporation
and the inscription, "Corporate Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. (Del. Code Ann., tit. 8,
Section 122(3)) 


ARTICLE III

STOCKHOLDERS' MEETINGS  


        Section 4. Place of Meetings. Meetings of the stockholders of the corporation shall be held at such place,
either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof. (Del. Code Ann., tit. 8, Section 211(a)) 


        Section 5.
Annual Meetings. 


        (a)   The
annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be
held on such date and at such time as may be designated from time to time by the Board of Directors. (Del. Code Ann., tit. 8, Section 211(b)) 


        (b)   At
an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an
annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly
brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th)
day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting
has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not
earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not 


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later
than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the
corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of
such meeting is first made by the corporation. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation that are beneficially owned by the stockholder, (iv) any material
interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in
the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall,
if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he
should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted. (Del. Code Ann., tit. 8: Section 211(b)). 



        (c)   Only
persons who are nominated in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. Nominations
of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation
entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this
Section 5. Such stockholder's notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director:
(A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the
corporation that are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person's written
consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be
provided pursuant to paragraph (b) of this Section 5. At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to
the Secretary of the corporation that information required to be set forth in the stockholder's notice of nomination that pertains to the nominee. No person shall be eligible for election as a
director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at
the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination
shall be disregarded. (Del. Code Ann., tit. 8, Sections 212, 214). 


        (d)   For
purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service 


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or
in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. 


        Section 6.
Special Meetings. 



        (a)   Special
meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the
Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date, and at such time as the Board
of Directors, shall fix. 


        (b)   If
a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business
proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive
Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place
of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon
determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of
Section 7 of these Bylaws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of
the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of
the Board of Directors may be held. 


        Section 7.
Notice of Meetings. Except as otherwise provided by law or the Certificate of Incorporation, written notice of each
meeting of stockholders 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 at such meeting, such
notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person
entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of
such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. (Del. Code Ann., tit. 8, Sections 222, 229) 


        Section 8.
Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of
Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for
the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority
of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue
to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of Incorporation or
these Bylaws, all action taken by the holders of a majority of the vote cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation;
provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
Where a separate vote by a class or classes or series is required, except where otherwise 


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provided
by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws,
the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall
be the act of such class or classes or series. (Del. Code Ann., tit. 8, Section 216) 


        Section 9.
Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned
from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any
business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. (Del. Code Ann., tit. 8, Section 222(c)) 


        Section 10.
Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders,
except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be
entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with
Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period. (Del. Code
Ann., tit. 8, Sections 211(e), 212(b)) 


        Section 11.
Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two
(2) or more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written
notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the
following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one
(1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as
provided in the General Corporation Law of Delaware, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or
even-split for the purpose of subsection (c) shall be a majority or even-split in interest. (Del. Code Ann., tit. 8, Section 217(b)) 



        Section 12.  List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten
(10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the
place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present. (Del.
Code Ann., tit. 8, Section 219(a)) 


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        Section 13.
Action Without Meeting. 



        (a)   No
action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, and no action shall be taken
by the stockholders by written consent. 


        Section 14.
Organization. 


        (a)   At
every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is
absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an
Assistant Secretary directed to do so by the President, shall act as secretary of the meeting. 


        (b)   The
Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary,
appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing
an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders
of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the
commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters that are to be voted on
by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of
parliamentary procedure. 


ARTICLE IV

DIRECTORS  


        Section 15. Number and Term of Office. The authorized number of directors of the corporation shall be fixed
in accordance with the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors shall not have been
elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws. (Del. Code
Ann., tit. 8, Sections 141(b), 211(b), (c)) 


        Section 16.
Powers. The powers of the corporation shall be exercised, its business conducted and its property controlled by the
Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation. (Del. Code Ann., tit. 8, Section 141(a)) 


        Section 17.
Classes of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional
directors under specified circumstances, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned
to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the adoption and filing of this Certificate of
Incorporation, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of
stockholders following the adoption and filing of this Certificate of Incorporation, the term of office of the Class II directors shall expire and Class II directors shall be elected for
a full term of three years. At the third annual meeting of stockholders following the adoption and filing of this Certificate of Incorporation, the term of office of the Class III
directors shall expire and Class III directors shall be elected for a full term of three years. At each 


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succeeding
annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. 


        Notwithstanding
the foregoing provisions of this Article, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No
decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. 


        Section 18.
Vacancies. Unless otherwise provided in the Certificate of Incorporation, any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of
Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in
office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director
for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw
in the case of the death, removal or resignation of any director. (Del. Code Ann., tit. 8, Section 223(a), (b)) 



        Section 19.  Resignation. Any director may resign at any time by delivering his written resignation to the Secretary, such
resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be
deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each
Director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified. (Del. Code
Ann., tit. 8, Sections 141(b), 223(d)) 


        Section 20.
Removal. Subject to the rights of the holders of any series of Preferred Stock, no director shall be removed without
cause. Subject to any limitations imposed by law, the Board of Directors or any individual director may be removed from office at any time with cause by the affirmative vote of the holders of a
majority of the voting power of all the then-outstanding shares of voting stock of the corporation, entitled to vote at an election of directors (the "Voting Stock"). 


        Section 21.  Meetings. 


        (a)   Annual Meetings. The annual meeting of the Board of Directors shall be held immediately before or after the annual
meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of
electing officers and transacting such other business as may lawfully come before it. 



        (b)   Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in
the office of the corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors
may also be held at any place within or without the State of Delaware that has been designated by resolution of the Board of Directors or the written consent of all directors. (Del. Code Ann., tit. 8,
Section 141(g)) 



        (c)   Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of
Directors may be held at any time and place within or without the State of 


6







 



Delaware
whenever called by the Chairman of the Board, the President or any two of the directors (Del. Code Ann., tit. 8, Section 141(g)) 


        (d)   Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by
means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting. (Del. Code Ann., tit. 8, Section 141(I)) 


        (e)   Notice of Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in
writing, by telephone, facsimile, telegraph or telex, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in
writing to each director by first class mail, charges prepaid, at least three days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the
meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or convened. (Del. Code Ann., tit. 8, Section 229) 


        (f)    Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof,
however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting,
each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting. (Del. Code Ann., tit.
8, Section 229) 


        Section 22.
Quorum and Voting. 


        (a)   Unless
the Certificate of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which
a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Certificate of Incorporation, a quorum of the Board of Directors shall consist
of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting whether a quorum
be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by
announcement at the meeting. (Del. Code Ann., tit. 8, Section 141(b)) 


        (b)   At
each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the
directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws. (Del. Code Ann., tit. 8, Section 141(b)) 



        Section 23.  Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the
case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. (Del. Code Ann., tit. 8, Section 141(f)) 


        Section 24.
Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the
Board of Directors, including, if so approved, by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.
Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation
therefor. (Del. Code Ann., tit. 8, Section 141(h)) 


7









   
        Section 25. Committees. 


        (a)   Executive Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directors
appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the
Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including without limitation the
power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the corporation to be affixed to all
papers that may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in
the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series
of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation. (Del. Code Ann., tit. 8, Section 141(c)) 


        (b)   Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from
time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of
Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied
to the Executive Committee in these Bylaws. (Del. Code Ann., tit. 8, Section 141(c)) 


        (c)   Term. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such
member's term on the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number
of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from
the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. (Del. Code Ann., tit. 8, Section 141(c)) 


        (d)   Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other
committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been
given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place that has been determined
from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special
meeting given in the manner provided for the giving of written 


8







 



notice
to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time
before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum
for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee. (Del. Code Ann., tit. 8,
Sections 141(c), 229) 


        Section 26.
Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been
appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the
directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting. 


ARTICLE V

OFFICERS  


        Section 27. Officers Designated. The officers of the corporation shall include, if and when designated by
the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the
Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant
Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of
the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other
compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors. (Del. Code Ann., tit. 8, Sections 122(5), 142(a), (b)) 


        Section 28.
Tenure and Duties of Officers. 



        (a)   General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have
been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the Board of Directors. (Del. Code Ann., tit. 8, Section 141(b), (e)) 


        (b)   Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all
meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and
have such other powers as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive
Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28. (Del. Code Ann., tit. 8, Section 142(a)) 


        (c)   Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of
Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall
be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the
corporation. The President shall perform other duties commonly incident to his office and shall also 


9







 



perform
such other duties and have such other powers as the Board of Directors shall designate from time to time. (Del. Code Ann., tit. 8, Section 142(a)) 



        (d)   Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or
disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and
have such other powers as the Board of Directors or the President shall designate from time to time. (Del. Code Ann., tit. 8, Section 142(a)) 


        (e)   Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall
record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings
of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties
of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and
have such other powers as the Board of Directors or the President shall designate from time to time. (Del. Code Ann., tit. 8, Section 142(a)) 



        (f)    Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the
corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President.
The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other
duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President
may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the
Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such
other duties and have such other powers as the Board of Directors or the President shall designate from time to time. (Del. Code Ann., tit. 8, Section 142(a)) 


        Section 29.
Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to
any other officer or agent, notwithstanding any provision hereof. 


        Section 30.  Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President
or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the
resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation
shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer. (Del. Code Ann., tit. 8, Section 142(b)) 



        Section 31.  Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a
majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal
may have been conferred by the Board of Directors. 


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ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION  


        Section 32. Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine
the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the
corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature
shall be binding upon the corporation. (Del. Code Ann., tit. 8, Sections 103(a), 142(a), 158) 



        Unless
otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the
corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the
Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents
requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors. (Del. Code Ann., tit. 8,
Sections 103(a), 142(a), 158) 


        All
checks and drafts drawn on banks or other depositories on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons
as the Board of Directors shall authorize so to do. 


        Unless
authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation
by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. (Del. Code Ann., tit. 8, Sections 103(a), 142(a), 158). 



        Section 33.  Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by
the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board
of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President. (Del. Code Ann., tit. 8,
Section 123) 


ARTICLE VII

SHARES OF STOCK  


        Section 34. Form and Execution of Certificates. Certificates for the shares of stock of the
corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by
or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary,
certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations,
preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the
corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock
or series thereof and the qualifications, limitations or 


11







 



restrictions
of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement
that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders
of certificates representing stock of the same class and series shall be identical. (Del. Code Ann., tit. 8, Section 158) 


        Section 35.
Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen,
or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or
his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that
may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed. (Del. Code Ann., tit. 8, Section 167) 


        Section 36.
Transfers. 


        (a)   Transfers
of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon
the surrender of a properly endorsed certificate or certificates for a like number of shares. (Del. Code Ann., tit. 8, Section 201, tit. 6, Section 8-401(1)) 



        (b)   The
corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to
restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware. (Del. Code
Ann., tit. 8, Section 160 (a)) 


        Section 37.
Fixing Record Dates. 


        (a)   In
order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of
Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the
close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 



        (b)   In
order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the
stockholders 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, in advance, a
record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such
action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution
relating thereto. (Del. Code Ann., tit. 8, Section 213) 


12







 



        Section 38.
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of
any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. (Del. Code Ann., tit. 8, Sections 213(a), 219) 


ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION  


        Section 39. Execution of Other Securities. All bonds, debentures and other corporate securities of the
corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be
authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary,
or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual
signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons
signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such
bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be
authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or
attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or
whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation. 


ARTICLE IX

DIVIDENDS  


        Section 40. Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of Incorporation. (Del. Code Ann., tit. 8, Sections 170, 173) 


        Section 41.
Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available
for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors
may modify or abolish any such reserve in the manner in which it was created. (Del. Code Ann., tit. 8, Section 171) 


ARTICLE X

FISCAL YEAR  


        Section 42. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of
Directors. 


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ARTICLE XI

INDEMNIFICATION  


        Section 43. Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents. 


        (a)   Directors and Executive Officers. The corporation shall indemnify its directors and executive officers (for the purposes
of this Article XI, "executive officers" shall have the meaning defined in Rule 3b-7 promulgated under the 1934 Act) to the fullest extent not prohibited by the Delaware
General Corporation Law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided,
further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such
indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Delaware General Corporation Law or (iv) such indemnification is required to be made under
subsection (d). 


        (b)   Other Officers, Employees and Other Agents. The corporation shall have power to indemnify its other officers, employees
and other agents as set forth in the Delaware General Corporation Law. 


        (c)   Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or executive officer of the
corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final
disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or executive officer in connection with such proceeding upon receipt of an undertaking by or
on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise. 


        Notwithstanding
the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an executive officer of the
corporation (except by reason of the fact that such executive officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written
opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to the best interests of the corporation. 



        (d)   Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to
directors and executive officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the
director or executive officer. Any right to indemnification or advances granted by this Bylaw to a director or executive officer shall be enforceable by or on behalf of the person holding such right
in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety
(90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection
with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the
Delaware 


14







 



General
Corporation Law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an executive officer of the corporation (except in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation) for advances, the corporation shall be
entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best
interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the
corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant
is proper in the circumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that
claimant has not met the applicable standard of conduct. In any suit brought by a director or executive officer to enforce a right to indemnification or to an advancement of expenses hereunder, the
burden of proving that the director or executive officer is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the corporation. 


        (e)   Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any
other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any
or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Delaware General Corporation Law. 


        (f)    Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a
director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 


        (g)   Insurance. To the fullest extent permitted by the Delaware General Corporation Law, the corporation, upon approval by the
Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw. 


        (h)   Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this
Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation. 


        (i)    Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been
invalidated, or by any other applicable law. 


        (j)    Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply: 



        (1)   The
term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and
appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. 



        (2)   The
term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or
judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding. 



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        (3)   The
term the "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate existence had continued. 


        (4)   References
to a "director," "executive officer," "officer," "employee," or "agent" of the corporation shall include, without limitation, situations where such person is
serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other
enterprise. 


        (5)   References
to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation that imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Bylaw. 



ARTICLE XII

NOTICES  


        Section 44. Notices. 


        (a)   Notice to Stockholders. Whenever, under any provisions of these Bylaws, notice is required to be given to any
stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the
corporation or its transfer agent. (Del. Code Ann., tit. 8, Section 222) 


        (b)   Notice to Directors. Any notice required to be given to any director may be given by the method stated in
subsection (a), or by facsimile, telex or telegram, except that such notice other than one that is delivered personally shall be sent to such address as such director shall have filed in
writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director. 



        (c)   Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or
its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to
whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained. (Del. Code Ann.,
tit. 8, Section 222) 


        (d)   Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the
time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission. 


        (e)   Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all
directors, but one permissible method may be employed in respect of any 


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one
or more, and any other permissible method or methods may be employed in respect of any other or others. 


        (f)    Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or
right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner
above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice. 



        (g)   Notice to Person with Whom Communication is Unlawful. Whenever notice is required to be given, under any provision of law
or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall
be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice to any such
person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the
filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons
entitled to receive notice except such persons with whom communication is unlawful. 


        (h)   Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the
Certificate of Incorporation or Bylaws of the corporation, to any stockholder to whom notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written
consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or
interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the
giving of such notice to such person shall not be required. Any action or meeting that shall be taken or held without notice to such person shall have the same force and effect as if such notice had
been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated.
In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate need not state that
notice was not given to persons to whom notice was not required to be given pursuant to this paragraph. (Del. Code Ann, tit. 8, Section 230) 


ARTICLE XIII

AMENDMENTS  


        Section 45. Amendments. Subject to paragraph (h) of Section 43 hereof, these Bylaws
may be altered or amended or new Bylaws adopted by the affirmative vote of at least sixty-six and two-thirds percent (662/3%) of the voting power of all of the
then-outstanding shares of voting stock of the corporation entitled to vote at an election of directors. The Board of Directors shall also have the power to adopt, amend, or repeal Bylaws. 


ARTICLE XIV

LOANS TO OFFICERS  


        Section 46. Loans to Officers. The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the
judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest
and may be 


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unsecured,
or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute. (Del. Code Ann., tit. 8, Section 143) 


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Resolutions of the Board of Directors Dated October 15, 2004