**Exhibit3.1**

 

AMENDED AND RESTATEDBY-LAWS

 

OF

 

ALTERNATIVE RESOURCES CORPORATION

 

(A DELAWARE CORPORATION)

 

 

*EffectiveNovember 21, 1996*

 

 

Section 7.6amended on June 12, 2002

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TABLE OF CONTENTS

 
|                                            |
|-------------------------------------------------|
| ARTICLE 1 -  CERTIFICATE OF INCORPORATION       |
|                                            |   |
|                                            | Section 1.1.  Contents |
|                                            | Section 1.2.  Certificate in Effect |
|                                            |   |
| ARTICLE 2 -  MEETINGS OF STOCKHOLDERS           |
|                                            |
|                                            | Section 2.1.  Place |
|                                            | Section 2.2.  Annual Meeting |
|                                            | Section 2.3.  Special Meetings |
|                                            | Section 2.4.  Notice of Meetings |
|                                            | Section 2.5.  Affidavit of Notice |
|                                            | Section 2.6.  Quorum |
|                                            | Section 2.7.  Voting Requirements |
|                                            | Section 2.8.  Proxies and Voting |
|                                            | Section 2.9.  Director Nominations |
|                                            | Section 2.10.  New Business |
|                                            | Section  2.11.  Action Without Meeting |
|                                            | Section 2.12.  Stockholder List |
|                                            | Section 2.13.  Record Date |
|                                            |   |
| ARTICLE 3 - DIRECTORS                           |
|                                            |
|                                            | Section 3.1.  Duties |
|                                            | Section  3.2.  Number; Election and Term of  Office |
|                                            | Section 3.3.  Compensation |
|                                            | Section 3.4.  Reliance on Books |
|                                            |   |
| ARTICLE  4 - MEETINGS OF THE BOARD OF DIRECTORS |
|                                            |   |
|                                            | Section  4.1.  Place |
|                                            | Section 4.2.  Annual Meeting |
|                                            | Section 4.3.  Regular Meetings |
|                                            | Section 4.4.  Special Meetings |
|                                            | Section 4.5.  Quorum |
|                                            | Section 4.6.  Action Without Meeting |
|                                            | Section 4.7.  Telephone Meetings |
|                                            | Section 4.8.  Interested Directors |

 

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| ARTICLE 5 -  COMMITTEES OF DIRECTORS              |
|---------------------------------------------------|
|                                              |
|                                              | Section 5.1.  Designation |
|                                              | Section 5.2.  Records of Meetings |
|                                              |   |
| ARTICLE 6 - NOTICES                               |
|                                              |   |
|                                              | Section  6.1.  Method of Giving Notice |
|                                              | Section  6.2.  Waiver |
|                                              |   |
| ARTICLE 7 - OFFICERS                              |
|                                              |   |
|                                              | Section  7.1.  In General |
|                                              | Section  7.2.  Election of Chairman of the  Board, President, Secretary and Treasurer |
|                                              | Section  7.3.  Election of Other Officers |
|                                              | Section  7.4.  Salaries |
|                                              | Section 7.5. Term of  Office |
|                                              | Section  7.6.  Duties of Chairman of the Board |
|                                              | Section 7.7.  Duties of President |
|                                              | Section  7.8.  Duties of Vice President |
|                                              | Section 7.9.  Duties of Secretary |
|                                              | Section  7.10.  Duties of Assistant Secretary |
|                                              | Section 7.11.  Duties of Treasurer |
|                                              | Section  7.12.  Duties of Assistant Treasurer |
|                                              |   |
| ARTICLE 8 - RESIGNATIONS, REMOVALS AND  VACANCIES |
|                                              |   |
|                                              | Section  8.1.  Directors |
|                                              | Section  8.2.  Officers |
|                                              |   |
| ARTICLE 9 - CERTIFICATE  OF STOCK                 |
|                                              |   |
|                                              | Section 9.1.  Issuance of Stock |
|                                              | Section  9.2.  Right to Certificate; Form |
|                                              | Section 9.3.  Facsimile Signature |
|                                              | Section 9.4.  Lost Certificates |
|                                              | Section 9.5.  Transfer of Stock |
|                                              | Section  9.6.  Registered Stockholders |
|                                              |   |
| ARTICLE 10 -  INDEMNIFICATION                     |
|                                              |   |
|                                              | Section 10.1.  Third Party Actions |
|                                              | Section 10.2.  Derivative Actions |

 

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|                                 | Section 10.3.  Expenses                     |   |
|--------------------------------------|--------------------------------------------------|--------|
|                                 | Section 10.4.  Authorization                |   |
|                                 | Section  10.5.  Advance Payment of Expenses |   |
|                                 | Section 10.6.  Non-Exclusiveness            |   |
|                                 | Section 10.7.  Insurance                    |   |
|                                 | Section  10.8.  Constituent Corporations    |   |
|                                 | Section  10.9.  Additional Indemnification  |   |
|                                 |                                             |   |
| ARTICLE 11 -  DIVIDENDS AND RESERVES |                                             |
|                                 |                                             |
|                                 | Section 11.1.  Dividends                    |   |
|                                 | Section  11.2.  Reserves                    |   |
|                                 |                                             |   |
| ARTICLE 12 - EXECUTION  OF PAPERS    |                                             |
|                                 |                                             |
| ARTICLE 13 - FISCAL YEAR             |                                             |
|                                 |                                             |
| ARTICLE 14 - DEPOSITORIES            |                                             |
|                                 |                                             |
| ARTICLE 15 - SEAL                    |                                             |
|                                 |                                             |
| ARTICLE 16 - OFFICES                 |                                             |
|                                 |                                             |
|                                 | Section 16.1.  Registered Office            |   |
|                                 | Section 16.2.  Principal Office             |   |
|                                 |                                             |   |
| ARTICLE 17 - AMENDMENTS              |                                             |

 

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ALTERNATIVERESOURCES CORPORATION 

 

AMENDED ANDRESTATED BY - LAWS

 

 

ARTICLE 1

 

CERTIFICATE OFINCORPORATION

 

Section 1.1  Contents. These By-laws, the powers of the corporation and of its Directors andstockholders, and all matters concerning the conduct and regulation of thebusiness of the corporation shall be subject to such provisions in regardthereto, if any, as are set forth in said Certificate of Incorporation.  The Certificate of Incorporation is herebymade a part of these By-laws.

 

Section 1.2.  Certificatein Effect.  All references in these By-laws to theCertificate of Incorporation shall be construed to mean the Certificate ofIncorporation of the corporation as from time to time amended and restated,including (unless the context shall otherwise require) all certificates and anyagreement of consolidation or merger filed pursuant to the Delaware GeneralCorporation Law, as amended.

 

ARTICLE 2

 

MEETINGS OFSTOCKHOLDERS

 

Section 2.1.  Place. All meetings of the stockholders may be held at such place either withinor without the State of Delaware as shall be designated from time to time bythe Board of Directors, the Chairman of the Board or the President and statedin the notice of the meeting or in any duly executed waiver of notice thereof.

 

Section 2.2.  AnnualMeeting.  The annual meeting of the stockholders,commencing in 1995, shall be held each year within 180 days after the close ofthe immediately preceding fiscal year of the corporation, at such date and timeas shall be designated from time to time by the Board of Directors, and statedin the notice or waiver of notice of the meeting.

 

Section 2.3.  SpecialMeetings.  Special meetings of the stockholders, forany purpose or purposes, unless otherwise prescribed by the General CorporationLaw of the State of Delaware, the Certificate of Incorporation or theseBy-laws, may only be called by the President, the Chairman of the Board or amajority of the Board of Directors then in office.  Such request shall state the purpose or purposes of the proposedmeeting.

 

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Section 2.4.  Notice ofMeetings.  A written notice of all meetings ofstockholders stating the place, date and hour of the meeting and, in the caseof a special meeting, the purpose or purposes for which the special meeting iscalled, shall be given to each stockholder entitled to vote at suchmeeting.  Except as otherwise providedby law, such notice shall be given not less than ten nor more than sixty (60)days before the date of the meeting.  Ifmailed, notice is given when deposited in the United States mail, postageprepaid, directed to the stockholder at his address as it appears on therecords of the corporation.  Businesstransacted at any special meeting of stockholders shall be limited to thepurposes stated in the notice.

 

Section 2.5.  Affidavitof Notice.  An affidavit of the Secretary or anAssistant Secretary or the transfer agent of the corporation that notice of astockholders meeting has been given shall, in the absence of fraud, be primafacie evidence of the facts stated herein.

 

Section 2.6.  Quorum. The holders of a majority of the stock issued and outstanding andentitled to vote thereat, present in person or represented by proxy, shallconstitute a quorum at all meetings of the stockholders for the transaction ofbusiness except as otherwise provided by statute or by the Certificate ofIncorporation or by these By-laws.  If,however, such quorum shall not be present or represented by proxy at any meetingof the stockholders, the stockholders entitled to vote thereat, present inperson or represented by proxy, the Chairman of the Board or the President,shall have power to adjourn the meeting from time to time, without notice otherthan announcement at the meeting, except as hereinafter provided, until aquorum shall be present or represented. At such adjourned meeting at which a quorum shall be present orrepresented any business may be transacted which might have been transacted atthe original meeting.  If theadjournment is for more than thirty (30) days, or if after the adjournment anew record date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be given to each stockholder of record entitled to vote at themeeting.

 

Section 2.7.  VotingRequirements.  When a quorum is present at any meeting, thevote of the holders of a majority of the stock having voting power present inperson or represented by proxy shall decide any question brought before suchmeeting, unless the question is one upon which by express provision of anyapplicable statute, the Certificate of Incorporation or these By-laws, adifferent vote is required, in which case such express provision shall governand control the decision of such question.

 

Section 2.8.  Proxiesand Voting.  Unless otherwise provided by the GeneralCorporation Law of the State of Delaware, the Certificate of Incorporation orthese By-laws, each stockholder shall at every meeting of the stockholders beentitled to one vote in person or by proxy for each share of the capital stockhaving voting power held by such stockholder, but no proxy shall be voted onafter three years from its date, unless the proxy provides for a longerperiod.  Persons holding stock in afiduciary capacity shall be entitled to vote the shares so held, and personswhose stock is pledged shall be entitled to vote the pledged shares, unless inthe transfer by the pledgor on the books of the corporation he shall have

 

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expressly empowered the pledgee to vote said shares,in which case only the pledgee, or his proxy, may represent and vote suchshares.  Shares of the capital stock ofthe corporation owned by the corporation shall not be voted, directly orindirectly.

 

If shares or othersecurities having voting power stand of record in the names of two or morepersons, whether fiduciaries, members of a partnership, joint tenants, tenantsin common, tenants by the entirety or otherwise, or if two or more persons havethe same fiduciary relationship respecting the same shares, unless theSecretary of the corporation is given written notice to the contrary and isfurnished with a copy of the instrument or order appointing them or creatingthe relationship wherein it is so provided, their acts with respect to votingshall have the following effect;

 

(a)       If only one votes, hisact binds all;

 

(b)       If more than one vote,the act of the majority so voting binds all;

 

(c)       If more than one vote,but the vote is evenly split on any particular matter, each faction may votethe securities in question proportionally, or any person voting the shares, ora beneficiary, if any, may apply to the Court of Chancery or such other courtas may have jurisdiction to appoint an additional person to act with thepersons so voting the shares, which shall then be voted as determined by amajority of such persons and the person appointed by the Court.  If the instrument so filed shows that anysuch tenancy is held in unequal interests, a majority or even split for thepurpose of this subsection shall be a majority or even split in interest.

 

Section 2.9.  DirectorNominations.  Nominations for the election of Directorsmay be made by the Board of Directors or by any stockholder entitled to votefor the election of Directors. Nominations by stockholders shall be made in writing and delivered ormailed by first class United States mail, postage prepaid, to the Secretary ofthe corporation not less than sixty (60) nor more than ninety (90) days priorto the date of the annual meeting or if the corporation mails its notice andproxy to the stockholders less than sixty (60) days prior to the annualmeeting, within ten (10) days after the notice and proxy is mailed.  Each stockholder nomination shall set forth (i)the name, age, business address and, if known, residence address of eachnominee proposed in such nomination, (ii) the principal occupation oremployment of each such nominee, and (iii) the number of shares of capitalstock of the corporation which are beneficially owned by each nominee; and inaddition, evidence of the nominee’s willingness to serve as a Director shallalso be provided.  Upon delivery, suchnominations shall be posted in a conspicuous place in the principal office andother offices, if any, of the corporation. Ballots bearing the names of all persons nominated by the stockholdersshall be provided for use at the annual meeting.

 

Thechairman of the meeting of stockholders at which any election of Directors isto occur may, if the facts warrant, determine and declare to the meeting that anomination

 

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was not made in accordance with the foregoingprocedure, and if he should so determine, he shall so declare to the meetingand the defective nomination shall be disregarded.

 

Section 2.10.  NewBusiness.  Any new business to be taken up at anymeeting of the stockholders shall be stated in writing and delivered or mailedby first class United States mail, postage prepaid, to the Secretary of thecorporation not less than sixty (60) nor more than ninety (90) days before thedate of the annual meeting, or if the corporation mails its notice and proxy tothe stockholders less than sixty (60) days prior to the annual meeting, withinten (10) days after the notice and proxy is mailed (the “New Business DueDate”), and all business so stated, proposed, and delivered or mailed shall beconsidered at the annual meeting; but no other proposal shall be acted upon atthe annual meeting.  This provision shallnot prevent the consideration and approval or disapproval at the annual meetingof reports of officers, Directors, and committees; but in connection with suchreports, no new business shall be acted upon at such annual meeting unlessstated and filed as herein provided.  Ifthe chairman of the annual meeting determines that business was not properlybrought before the annual meeting in accordance with the foregoing procedures,the chairman shall declare to the meeting that the business was not properlybrought before the meeting and such business shall not be transacted.

 

Section 2.11.  ActionWithout Meeting.  No action required orpermitted to be taken at any annual or special meeting of stockholders of thecorporation may be taken by written consent without a meeting of suchstockholders.

 

Section 2.12.  StockholderList.  The officer who has charge of the stockledger of the corporation 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 tothe 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 tothe 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 sospecified, at the place where the meeting is to be held.  The list shall also be produced and kept atthe time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present. The original or duplicate stock ledger shall be the only evidence as towho are the stockholders entitled to examine such list, the stock ledger or thebooks of the corporation, or to vote in person or by proxy at any meeting ofstockholders.

 

Section 2.13.  RecordDate.  In order that the corporation may determinethe stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, or to express consent to corporateaction in writing without a meeting, or entitled to receive payment of anydividend or other distribution or allotment of any rights or entitled toexercise any rights in respect of any change, conversion or exchange of stockor for the purpose of any other lawful action, the Board of Directors may fix,in advance, a record date, which shall not be more than sixty (60) nor lessthan ten (10) days before the

 

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date of such meeting, normore than sixty (60) days prior to any other action.  A determination of stockholders of record entitled to notice ofor to vote at a meeting of stockholders shall apply to any adjournment of themeeting; provided, however, that the Board of Directors may fix a new recorddate for the adjourned meeting.

 

If no record date isfixed by the Board of Directors:

 

(a)     The record date fordetermining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day next preceding theday on which notice is given, or, if notice is waived, at the close of businesson the day next preceding the day on which the meeting is held.

 

(b)     The record date fordetermining stockholders for any other purpose shall be at the close ofbusiness on the day on which the Board of Directors adopts the resolutionrelating thereto.

 

ARTICLE 3

 

DIRECTORS

 

Section 3.1.  Duties. The business and affairs of the corporation shall be managed by or underthe direction of its Board of Directors which may exercise all such powers ofthe corporation and do all such lawful acts and things as are not by theGeneral Corporation Law of the State of Delaware, nor by the Certificate ofIncorporation nor by these By-laws directed or required to be exercised or doneby the stockholders.

 

Section 3.2.  Number;Election and Term of Office.  The number ofDirectors which shall constitute the whole Board of the corporation shall be asdetermined from time to time exclusively by the Board of Directors and setforth in a resolution of the Board of Directors.  The Board of Directors shall be divided into three classes asnearly equal in number as possible. Subject to any limitation which may be contained within the Certificateof Incorporation, the number of the Board of Directors may be increased at anytime by vote of a majority of the Directors then in office.  The members of each class shall be electedfor a term of three years and each Director elected shall hold office until hissuccessor is elected and qualified or until his earlier resignation or removal.  One class shall be elected annually beginningin 1995 and the terms of the Class I, Class II and Class III Directors shallexpire upon the election and qualification of successor Directors at the annualmeetings of stockholders held in 1995, 1996 and 1997, respectively.  Directors need not be stockholders.

 

Section 3.3.  Compensation. Unless otherwise restricted by the Certificate of Incorporation or theseBy-laws, the Board of Directors shall have the authority to fix thecompensation of Directors.  The Directorsmay be paid their expenses, if any, of attendance at

 

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each meeting of the Board of Directors and may be paida fixed sum for attendance at each meeting of the Board of Directors or astated salary as Directors.  No suchpayment shall preclude any Director from serving the corporation in any othercapacity and receiving compensation therefor. Members of special or standing committees may be allowed likecompensation for attending committee meetings.

 

Section 3.4.  Relianceon Books.  A member of the Board of Directors or amember of any committee designated by the Board of Directors shall, in theperformance of his duties, be fully protected in relying in good faith upon thebooks of account or reports made to the corporation by any of its officers, orby an independent certified public accountant, or by an appraiser selected withreasonable care by the Board of Directors or by any committee, or in relying ingood faith upon other records of the corporation.

 

ARTICLE 4 

 

MEETINGS OF THE BOARDOF DIRECTORS

 

Section 4.1.  Place. The Board of Directors of the corporation may hold meetings, bothregular and special, at such place or places within or without the State ofDelaware as the Board of Directors may from time to time determine, or as maybe specified or fixed in the respective notices or waivers of notice of suchmeeting.

 

Section 4.2.  AnnualMeeting.  The annual meeting of the Board of Directorsshall be held immediately following the annual meeting of stockholders eachyear or any special meeting held in lieu thereof, or at such other time as theBoard of Directors may from time to time determine or as may be specified orfixed in the notices or waivers of notice of such meeting.

 

Section 4.3.  RegularMeetings.  Regular meetings of the Board of Directorsmay be held without notice at such time and at such place as shall from time totime be determined by the Board.

 

Section 4.4.  SpecialMeetings.  Special meetings of the Board may be calledby the Chairman of the Board or the President on two (2) days’ notice to eachDirector either personally, by mail, by telegram or by facsimile.  Special meetings shall be called by theChairman of the Board, the President or the Secretary in like manner and onlike notice on the written request of any two Directors unless the Boardconsists of only one Director, in which case special meetings shall be calledby the Chairman of the Board, the President or the Secretary in like manner andon like notice on the written request of the sole Director.

 

Section 4.5.  Quorum. At all meetings of the Board, a majority of the Directors then in officeshall constitute a quorum for the transaction of business and the act of amajority of the Directors present at any meeting at which there is a quorumshall be the act

 

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of the Board of Directors, except as may be otherwisespecifically provided by statute or by the Certificate of Incorporation or bythese By-laws.  Common or interestedDirectors may be counted in determining the presence of a quorum at a meetingof the Board of Directors.  If a quorumshall not be present at any meeting of the Board of Directors, the Directorspresent thereat may adjourn the meeting from time to time, without notice otherthan announcement at the meeting, until a quorum shall be present.

 

Section 4.6.  ActionWithout Meeting.  Unless otherwise restricted bythe Certificate of Incorporation or these By-laws, any action required orpermitted to be taken at any meeting of the Board of Directors or of anycommittee thereof may be taken without a meeting, if all members of the Boardor committee, as the case may be, consent thereto in writing, and the writingor writings are filed with the minutes of proceedings of the Board or committee.

 

Section 4.7.  TelephoneMeetings.  Unless otherwise restricted by theCertificate of Incorporation or these By-laws, members of the Board ofDirectors, or any committee designated by the Board of Directors, mayparticipate in a meeting of the Board of Directors, or any committee, by meansof conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and suchparticipation in a meeting shall constitute presence in person at the meeting.

 

Section 4.8.  InterestedDirectors.

 

(a) No contract ortransaction between a corporation and one or more of its Directors or officers,or between a corporation and any other corporation, partnership, association,or other organization in which one or more of its Directors or officers areDirectors or officers, or have a financial interest, shall be void or voidablesolely for this reason, or solely because the Director or officer is present ator participates in the meeting of the Board or committee which authorizes thecontract or transaction, or solely because his or their votes are counted forsuch purpose, if:

 

(i)the material facts as to his relationship or interest and as to the contract ortransaction are disclosed or are known to the Board of Directors or thecommittee, and the Board or committee in good faith authorizes the contract ortransaction by the affirmative vote of a majority of the disinterestedDirectors, even though the disinterested Directors be less than a quorum; or

 

(ii) thematerial facts as to his relationship or interest and as to the contract ortransaction are disclosed or are known to the stockholders entitled to votethereon, and the contract or transaction is specifically approved in good faithby vote of the stockholders; or

 

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(iii)  the contract or transaction is fair as tothe corporation as of the time it is authorized, approved or ratified by theBoard of Directors, a committee or the stockholders.

 

(b)Common or interested Directors may be counted in determining the presence of aquorum at a meeting of the Board of Directors or of a committee whichauthorizes the contract or transaction.

 

ARTICLE 5

 

COMMITTEES OFDIRECTORS

 

Section 5.1.  Designation.

 

(a)  The Board of Directors may by resolutionpassed by a majority of the whole Board, designate one or more committees, eachcommittee to consist of one or more of the Directors of the corporation.  The Board may designate one or moreDirectors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee.

 

(b)  In the absence or disqualification of amember of a committee, the member or members thereof present at any meeting andnot 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 themeeting in the place of any such absent or disqualified member.

 

(c)  Any such committee, to the extent providedin the resolution of the Board of Directors designating the committee, shallhave and may exercise all the powers and authority of the Board of Directors inthe management of the business and affairs of the corporation, and mayauthorize the seal of the corporation to be affixed to all papers which mayrequire it; but no such committee shall have the power or authority inreference to amending the Certificate of Incorporation, (except that acommittee may, to the extent authorized in the resolution or resolutions providingfor the issuance of shares of stock adopted by the Board of Directors, fix thedesignations and any of the preferences or rights of such shares relating todividends, redemption, dissolution, any distribution of assets of thecorporation or the conversion into, or the exchange of such shares for, sharesof any other class or the classes or any other series of the same or any otherclass or classes of stock of the corporation or fix the number of shares of anyseries of stock or authorize the increase or decrease of the shares of anyseries), adopting an agreement of merger or consolidation, recommending to thestockholders the sale, lease or exchange of all or substantially all of thecorporation’s property and assets, recommending to the stockholders a dissolutionof the corporation or a revocation of a dissolution, or amending the By-laws ofthe corporation; and, unless the resolution, these By-laws or the Certificateof Incorporation expressly so provide, no such committee shall have the poweror authority to declare a dividend, to authorize the

 

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issuance of stock or toadopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may bedetermined from time to time by resolution adopted by the Board of Directors.

 

Section 5.2.  Records ofMeetings.  Each committee shall keep regular minutes ofits meetings and report the same to the Board of Directors when required.

 

ARTICLE 6 

 

NOTICES

 

Section 6.1.  Method ofGiving Notice.  Whenever, under any provisionof the General Corporation Law of the State of Delaware or of the Certificateof Incorporation or of these By-laws, notice is required to be given to anyDirector or stockholder, such notice shall be given in writing by the Secretaryor the person or persons calling the meeting by leaving such notice with suchDirector or stockholder at his residence or usual place of business or bymailing it addressed to such Director or stockholder, at his address as it appearson the records of the corporation, with postage thereon prepaid, and suchnotice shall be deemed to be given at the time when the same shall bepersonally delivered or deposited in the United States mail.  Notice to Directors may also be given by telegramor facsimile.

 

Section 6.2.  Waiver. Whenever any notice is required to be given under any provision of theGeneral Corporation Law of the State of Delaware or of the Certificate ofIncorporation or of these By-laws, a waiver thereof in writing, signed by theperson or persons entitled to said notice, whether before or after the timestated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver ofnotice of such meeting, except when the person attends the meeting for theexpress purpose of objecting at the beginning of the meeting to the transactionof any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at,nor the purpose of, any regular or special meeting of the stockholders,Directors or members of a committee of Directors need be specified in anywritten waiver of notice.

 

ARTICLE 7

 

OFFICERS

 

Section 7.1.  In General. The officers of the corporation shall be chosen by the Board of Directorsand shall include a Chairman of the Board, a President, a Secretary and aTreasurer.  The Board of Directors mayalso choose one or more Vice Presidents, Assistant Secretaries and AssistantTreasurers.  Any number of offices maybe held by the same person, unless the Certificate of Incorporation or theseBy-laws otherwise provide.

 

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Section 7.2.  Electionof Chairman of the Board, President, Secretary and Treasurer. The Board of Directors at its first meeting after each annual meeting ofstockholders shall choose a Chairman of the Board, a President, a Secretary anda Treasurer.  In addition, the Boardshall designate the Chairman or the President as the Chief Executive Officer ofthe Corporation, who shall have executive authority to see that all orders andresolutions of the Board of Directors are carried into effect, and, subject tothe control vested in the Board of Directors by statute, by the Certificate ofIncorporation or by these By-Laws, shall administer and be responsible for theoverall management of the business and affairs of the Corporation.

 

Section 7.3.  Electionof Other Officers.  The Board of Directors mayappoint such other officers and agents as**itshall deem appropriate who shall hold their offices for such terms and shallexercise such powers and perform such duties as shall be determined from timeto time by the Board.

 

Section 7.4.  Salaries. The salaries of all officers and agents of the corporation may be fixedby the Board of Directors.

 

Section 7.5.  Term ofOffice.  The officers of the corporation shall holdoffice until their successors are elected and qualified or until their earlierresignation or removal.  Any officerelected or appointed by the Board of Directors may be removed at any time inthe manner specified in Section 8.2*.*

 

Section 7.6.  Duties ofChairman of the Board.  The Chairmanof the Board shall preside at all meetings of the stockholders and of the Boardof Directors, shall advise and counsel with the President shall assume suchother duties as from time to time may be assigned to him by the Board ofDirectors.  Notwithstanding thesuccession otherwise specified in these bylaws for fulfilling theresponsibilities and duties of the Chairman, the Board may designate anyofficer or director to fulfill the Chairman's duties in the event of his or herabsence, inability or refusal to act, and the succession provisions providedfor in these bylaws shall apply in the absence of any specific Boarddesignation.

 

Section 7.7.  Duties ofPresident.  The President shall perform all dutiesincident to the office of the President and such other duties as may from timeto time be assigned by the Board of Directors or the Chairman of the Board.  In the absence or disability of the Chairmanof the Board, he shall perform the duties of the Chairman of the Board.

 

Section 7.8.  Duties ofVice President.  In the absence of the Chairmanof the Board, the President or in the event of their inability or refusal toact, the Vice President (or in the event there be more than one Vice President,the Vice Presidents in the order designated by the Directors, or in the absenceof any designation, then in the order of their election) shall perform theduties of the President, and when so acting, shall have all the powers of andbe subject to all the restrictions upon the President.  The Vice President shall perform such otherduties and have such other powers as the Board of Directors, the Chairman of theBoard or the President may from time to time prescribe.

 

Section 7.9.  Duties ofSecretary.  The Secretary shall attend all meetings ofthe Board of Directors and all meetings of the stockholders and record all theproceedings of

 

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the meetings of the corporation and of the Board ofDirectors in a book to be kept for that purpose and shall perform like dutiesfor the standing committees when required. He shall give, or cause to be given, notice of all meetings of thestockholders and special meetings of the Board of Directors, except asotherwise provided in these By-laws, and shall perform such other duties as maybe prescribed by the Board of Directors, the Chairman of the Board or thePresident, under whose supervision he shall be.  He shall have charge of the stock ledger (which may, however, bekept by any transfer agent or agents of the corporation under his direction)and of the corporate seal of the corporation.

 

Section 7.10.  Duties ofAssistant Secretary.  The AssistantSecretary, or if there be more than one, the Assistant Secretaries in the orderdetermined by the Board of Directors (or if there be no such determination,then in the order of their election) shall, in the absence of the Secretary orin the event of his inability or refusal to act, perform the duties andexercise the powers of the Secretary and shall perform such other duties andhave such other powers as the Board of Directors or the Chairman of the Boardmay from time to time prescribe.

 

Section 7.11.  Duties ofTreasurer.  The Treasurer shall have the custody of thecorporate funds and securities and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the corporation and shalldeposit all moneys and other valuable effects in the name and to the credit ofthe corporation in such depositories as may be designated by the Board ofDirectors.  The Treasurer shall disburseor supervise the disbursement of the funds of the corporation as may be orderedby the Board of Directors, taking proper vouchers for such disbursements, andshall render to the Board of Directors, at its regular meetings, or when theBoard of Directors so requires, an account of all of his transactions asTreasurer and of the financial condition of the corporation.  If required by the Board of Directors, heshall give the corporation a bond in such sum and with such surety or suretiesas shall be satisfactory to the Board of Directors for the faithful performanceof the duties of this office and for the restoration to the corporation, incase of his death, resignation, retirement or removal from office, of allbooks, papers, vouchers, money and other property of whatever kind in hispossession or under his control belonging to the corporation.

 

Section 7.12.  Duties ofAssistant Treasurer.  The AssistantTreasurer, or if there shall be more than one, the Assistant Treasurers in theorder determined by the Board of Directors (or if there be no suchdetermination, then in the order of their election), shall, in the absence ofthe Treasurer or in the event of his inability or refusal to act, perform theduties and exercise the powers of the Treasurer and shall perform such otherduties and have such other powers as the Board of Directors or the Chairman ofthe Board may from time to time prescribe.

 

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ARTICLE 8

 

RESIGNATIONS, REMOVALS AND VACANCIES

 

Section 8.1.  Directors.

 

(a)  Resignations.  Any Director may resign at any time bygiving written notice to the Board of Directors, the Chairman of the Board, thePresident or the Secretary.  Suchresignation shall take effect at the time specified therein; and unlessotherwise specified therein, the acceptance of such resignation shall not benecessary to make it effective.

 

(b)  Removals.  Subject to any provisions of the Certificate of Incorporation,the holders of stock entitled to vote for the election of Directors may, at anymeeting called for that purpose, by the affirmative vote of not less thantwo-thirds (66 2/3%) of the shares of such stock outstanding and entitled tovote thereat, remove any Director or the entire Board of Directors, but onlyfor cause.

 

Whenever the holders ofany class or series are entitled to elect one or more Directors by theCertificate of Incorporation, this subsection shall apply, in respect to theremoval of a Director or Directors so elected, to the vote of the holders ofthe outstanding shares of that class or series and not to the vote of theoutstanding shares as a whole.

 

(c)  Vacancies.  Vacancies occurring in the office of Director and newly createdDirectorships resulting from any increase in the authorized number of Directorsshall be filled by a majority of the Directors then in office, though less thana quorum,  and the Directors so chosenshall hold office, subject to the By-laws, until the next election of the classfor which such Directors shall have been chosen, and until their successors areduly elected and qualified or until their earlier resignation or removal.  Whenever the holders of any class or classesof stock or series thereof are entitled to elect one or more Directors by theCertificate of Incorporation, vacancies and newly created Directorships of suchclass or classes or series may be filled by a majority of the Directors electedby such class or classes or series thereof then in office, or by a soleremaining Director so elected.

 

If there are no Directorsin office, then an election of Directors may be held in the manner provided bystatute.

 

Unless otherwise providedin the Certificate of Incorporation or these By-laws, when one or moreDirectors shall resign from the Board, effective at a future date, a majorityof the Directors then in office, including those who have so resigned, shallhave power to fill such vacancy or vacancies, the vote thereon to take effectwhen such resignation or resignations shall become effective, and each Directorso chosen shall hold office as provided in this section in the filling of othervacancies.

 

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Section 8.2.  Officers. Any officer may resign at any time by giving written notice to the Boardof Directors, the Chairman of the Board, the President or the Secretary.  Such resignation shall take effect at thetime specified therein; and unless otherwise specified therein, the acceptanceof such resignation shall not be necessary to make it effective.  The Board of Directors may, at any meetingcalled for that purpose, by vote of a majority of their entire number, removefrom office any officer of the corporation or any member of a committee, withor without cause.  Any vacancy occurringin the office of Chairman of the Board, President, Secretary or Treasurer shallbe filled by the Board of Directors and the officers so chosen shall holdoffice subject to the By-laws for the unexpired term in respect of which thevacancy occurred and until their successors shall be elected and qualify oruntil their earlier resignation or removal.

 

ARTICLE 9

 

CERTIFICATE OFSTOCK

 

Section 9.1.  Issuanceof Stock.  The Directors may, at any time and from timeto time, if all of the shares of capital stock which the corporation isauthorized by its Certificate of Incorporation to issue have not been issued,subscribed for, or otherwise committed to be issued, issue or takesubscriptions for additional shares of its capital stock up to the amountauthorized in its Certificate of Incorporation.  Such stock shall be issued and the consideration paid therefor inthe manner prescribed by law.  Shares ofstock with par value may be issued for such consideration, having a value notless than par value thereof.

 

Section 9.2.  Right toCertificate; Form.  Every holder of stock in thecorporation shall be entitled to have a certificate, signed by, or in the nameof the corporation by,**theChairman of the Board, the President or a Vice President and the Treasurer oran Assistant Treasurer, or the Secretary or an Assistant Secretary of thecorporation, certifying the number of shares owned by him in the corporation;provided that the Directors may provide by one or more resolutions that some orall of any or all classes or series of the corporation’s stock shall beuncertificated shares.  Certificates maybe issued for partly paid shares and in such case upon the face or back of thecertificates issued to represent any such partly paid shares, the total amountof the consideration to be paid therefor, and the amount paid thereon, shall bespecified.

 

Section9.3.  Facsimile Signature.  Any of or all the signatures on the certificate may be facsimile.  In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent or registrarbefore such certificate is issued, it may be issued by the corporation with thesame effect as if he were such officer, transfer agent or registrar at the dateof issue.

 

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Section 9.4.  LostCertificates.  The Board of Directors may direct a newcertificate or certificates to be issued in place of any certificate orcertificates theretofore issued by the corporation alleged to have been lost,stolen or destroyed, upon the making of an affidavit of that fact by the personclaiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a newcertificate or certificates, the Board of Directors may, in its discretion andas a condition precedent to the issuance thereof, require the owner of suchlost, stolen or destroyed certificate or certificates, or his legalrepresentative, to advertise the same in such manner as it shall require and/orto give the corporation a bond in such sum as it may direct as indemnityagainst any claim that may be made against the corporation with respect to thecertificate alleged to have been lost, stolen or destroyed.

 

Section 9.5.  Transferof Stock.  Upon surrender to the corporation or thetransfer agent of the corporation of a certificate for shares duly endorsed oraccompanied by proper evidence of succession, assignation or authority totransfer, it shall be the duty of the corporation to issue a new certificate tothe person entitled thereto, cancel the old certificate and record thetransaction upon its books.

 

Section 9.6.  RegisteredStockholders.  The corporation shall be entitled torecognize the exclusive right of a person registered on its books as the ownerof shares to receive dividends, and to vote as such owner, and to hold liablefor calls and assessments a person registered on its books as the owner ofshares, and shall not be bound to recognize any equitable or other claim to orinterest in such share or shares on the part of any other person, whether ornot it shall have express or other notice thereof, except as otherwise providedby the General Corporation Law of the State of Delaware.

 

ARTICLE 10

 

INDEMNIFICATION

 

Section 10.1.  ThirdParty Actions.  The corporation shallindemnify any person who was or is a party or is threatened to be made a partyto any threatened, pending or completed action, suit or proceeding, whethercivil, criminal, administrative or investigative (other than an action by or inthe right of the corporation) by reason of the fact that he is or was aDirector, officer, employee or agent of the corporation, or is or was servingat the request of the corporation as a Director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise,against expenses (including attorneys’ fees), judgments, fines and amounts paidin settlement actually and reasonably incurred by him in connection with suchaction, suit or proceeding if he acted in good faith and in a manner hereasonably believed to be in or not opposed to the best interests of thecorporation, and, with respect to any criminal action or proceeding, had noreasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment,order, settlement, conviction, or upon plea of nolo contendere or its equivalent,shall not, of itself,

 

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create a presumption that the person did not act ingood faith and in a manner which he reasonably believed to be in or not opposedto the best interests of the corporation, and, with respect to any criminalaction or proceeding, had reasonable cause to believe that his conduct wasunlawful.

 

Section 10.2.  DerivativeActions.  The corporation shall indemnify any personwho was or is a party or is threatened to be made a party to any threatened,pending or completed action or suit by or in the right of the corporation toprocure a judgment in its favor by reason of the fact that he is or was aDirector, officer, employee or agent of the corporation, or is or was servingat the request of the corporation as a Director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseagainst expenses (including attorneys’ fees) actually and reasonably incurredby him in connection with the defense or settlement of such action or suit ifhe acted in good faith and in a manner he reasonably believed to be in or notopposed to the best interests of the corporation and except that noindemnification shall be made in respect of any claim, issue or matter as towhich such person shall have been adjudged to be liable to the corporationunless and only to the extent that the Court of Chancery or the court in whichsuch action or suit was brought shall determine upon application that, despitethe adjudication of liability but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenseswhich the Court of Chancery or such other court shall deem proper.

 

Section 10.3.  Expenses. To the extent that a Director, officer, employee or agent of thecorporation has been successful on the merits or otherwise in defense of anyaction, suit or proceeding referred to in Sections 10.1 and 10.2, or in defenseof any claim, issue or matter therein, he shall be indemnified against expenses(including attorneys’ fees) actually and reasonably incurred by him inconnection therewith.

 

Section 10.4.  Authorization. Any indemnification under Sections 10.1 and 10.2 (unless ordered by acourt) shall be made by the corporation only as authorized in the specific caseupon a determination that indemnification of the Director, officer, employee oragent is proper in the circumstances because he has met the applicable standardof conduct set forth in Sections 10.1 and 10.2.  Such determination shall be made by (a) the Board of Directors bya majority vote of a quorum consisting of Directors who were not parties tosuch action, suit or proceeding, or (b) if such a quorum is not obtainable, or,even if obtainable, a quorum of disinterested Directors so directs, byindependent legal counsel in a written opinion, or (c) by the stockholders.

 

Section 10.5.  AdvancePayment of Expenses.  Expenses(including attorneys’ fees) incurred by an officer or Director in defending anycivil, criminal, administrative or investigative action, suit or proceeding maybe paid by the corporation in advance of the final disposition of such action,suit or proceeding upon receipt of an undertaking by or on behalf of suchofficer or Director to repay such amount if it shall ultimately be determinedthat he is not entitled to be indemnified by the corporation as authorized inthis Article 10.  Such

 

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expenses (including attorneys’ fees) incurred by otheremployees and agents may be so paid upon such terms and conditions, if any, asthe Board of Directors deems appropriate.

 

Section 10.6.  Non-Exclusiveness. The indemnification and advancement of expenses provided by this Article10 shall not be deemed exclusive of any other rights to which those seekingindemnification or advancement of expenses may be entitled under any By-Law,agreement, vote of stockholders or disinterested Directors or otherwise, bothas to action in his official capacity and as to action in another capacitywhile holding such office.

 

The indemnification andadvancement of expenses provided by, or granted pursuant to, this Article 10shall, unless otherwise provided when authorized or ratified, continue as to aperson who has ceased to be a Director, officer, employee or agent and shallinure to the benefit of the heirs, executors and administrators of such aperson.

 

Section 10.7.  Insurance. The corporation shall have power to purchase and maintain insurance onbehalf of any person who is or was a Director, officer, employee or agent ofthe corporation, or is or was serving at the request of the corporation as aDirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any liability asserted against himand incurred by him in any such capacity, or arising out of his status as such,whether or not the corporation would have the power to indemnify him againstsuch liability under the provisions of this Article 10.

 

For purposes of thisArticle 10, references to “other enterprises” shall include employee benefitplans; references to “fines” shall include any excise taxes assessed on aperson with respect to any employee benefit plan; and references to “serving atthe request of the corporation” shall include any quotes service as a Director,officer, employee or agent of the corporation which imposes duties on, orinvolves services by, such Director, officer, employee or agent with respect toan employee benefit plan, its participants or beneficiaries; and a person whoacted in good faith and in a manner he reasonably believed to be in theinterest of the participants and beneficiaries of an employee benefit planshall be deemed to have acted in a manner “not opposed to the best interests ofthe corporation” as referred to in this section.

 

Section 10.8.  ConstituentCorporations.  The corporation shall have power toindemnify any person who is or was a Director, officer, employee or agent of aconstituent corporation absorbed in a consolidation or merger with thiscorporation or is or was serving at the request of such constituent corporationas a Director, officer, employee or agent of another corporation, partnership,joint venture, trust or other enterprise, in the same manner as hereinaboveprovided if such constituent corporation’s separate existence had continued,would have had power and authority to indemnify its Directors, officers, andemployees or agents.

 

Section 10.9.  AdditionalIndemnification.  In addition to the foregoingprovisions of this Article 10, the corporation shall have the power, to thefull extent provided

 

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by law, to indemnify any person for any act oromission of such person against all loss, cost, damage and expense (includingattorneys’ fees) if such person is determined (in the manner prescribed inSection 10.4 hereof) to have acted in good faith and in a manner he reasonablybelieved to be in, or not opposed to, the best interest of the corporation.

 

ARTICLE 11

 

DIVIDENDS ANDRESERVES

 

Section 11.1.  Dividends. The Board of Directors of the corporation, subject to any restrictionscontained in the Certificate of Incorporation and other lawful commitments ofthe corporation, may declare and pay dividends upon the shares of its capitalstock either out of the surplus of the corporation, as defined in and computedin accordance with the General Corporation Law of the State of Delaware, or incase there shall be no such surplus, out of the net profits of the corporationfor the fiscal year in which the dividend is declared and/or the precedingfiscal year.  If the capital of thecorporation, computed in accordance with the General Corporation Law of the Stateof Delaware, shall have been diminished by depreciation in the value of itsproperty, or by losses, or otherwise, to an amount less than the aggregateamount of the capital represented by the issued and outstanding stock of allclasses having a preference upon the distribution of assets, the Board ofDirectors of the corporation shall not declare and pay out of such net profitsany dividends upon any shares of any classes of its capital stock until thedeficiency in the amount of capital represented by the issued and outstandingstock of all classes having a preference upon the distribution of assets shallhave been repaired.

 

Section 11.2.  Reserves. The Board of Directors of the corporation may set apart, out of any ofthe funds of the corporation available for dividends, a reserve or reserves forany proper purpose and may abolish any such reserve.

 

ARTICLE 12 

 

EXECUTION OFPAPERS

 

Except as otherwiseprovided in these By-laws or as the Board of Directors may generally or inparticular cases otherwise determine, all deeds, leases, transfers, contracts,bonds, notes, checks, drafts and other instruments authorized to be executed onbehalf of the corporation shall be executed by any officer, agent or agents asmay be authorized by the Board of Directors from time to time.

 

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ARTICLE 13 

 

FISCAL YEAR

 

The fiscal year of thecorporation shall end on the 31st day of December of each year.

 

ARTICLE 14

 

DEPOSITORIES

 

The Board of Directors oran officer designated by the Board shall appoint banks, trust companies, orother depositories in which shall be deposited from time to time the money orsecurities of the corporation.

 

ARTICLE 15

 

SEAL

 

The Corporate seal shallhave inscribed thereon the name of the corporation, the year of itsorganization and the word “Delaware.” The seal may be used by causing it or a facsimile thereof to beimpressed or affixed or reproduced or otherwise.

 

ART1CLE 16

 

OFFICES

 

Section 16.1.  RegisteredOffice.  The registered office in the State ofDelaware shall be located at 1209 Orange Street, in the City of Wilmington,County of New Castle.  The name of thecorporation’s registered agent at such address shall be The Corporation TrustCorporation.

 

Section 16.2.  PrincipalOffice.  The corporation may also have offices withinand without the State of Delaware as the Board of Directors may from time totime determine or the business of the corporation may require.

 

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ARTICLE 17 

 

AMENDMENTS

 

These By-laws may beamended or repealed by the vote of a majority of the directors present at anymeeting at which a quorum is present or by the vote of the holders oftwo-thirds of the total outstanding voting stock of the corporation, present inperson or represented by proxy, at any meeting of stockholders at which aquorum is present.

 

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