SECOND AMENDED ANDRESTATED BY-LAWS

 

of

 

**EXE TECHNOLOGIES, INC.**

 

(A Delaware Corporation)

 

----

 

ARTICLE 1

 

# DEFINITIONS

                Asused in these By-laws, unless the context otherwise requires, the term:

                1.1           “Assistant Secretary” means anAssistant Secretary of the Corporation.

                1.2           “Assistant Treasurer” means anAssistant Treasurer of the Corporation.

                1.3           “Board” means the Board of Directorsof the Corporation.

                1.4           “By-laws” means the initial by-lawsof the Corporation, as amended from time to time.

                1.5           “Certificate of Incorporation” meansthe initial certificate of incorporation of the Corporation, as amended,supplemented or restated from time to time.

                1.6           “Chairman” means the Chairman of theBoard of Directors of the Corporation.

                1.7           “Chief Executive Officer” means theChief Executive Officer of the Corporation.

                1.8           “Chief Operating Officer” means theChief Operating Officer of the Corporation.

                1.9           “Compliance Officer” means theCompliance Officer of the Corporation.

                1.10         “Corporation” means EXE Technologies,Inc.

                1.11         “Directors” means directors of theCorporation.

                1.12         “Entire Board” means all directors ofthe Corporation in office, whether or not present at a meeting of the Board,but disregarding vacancies.

                1.13         “General Corporation Law” means the GeneralCorporation Law of the State of Delaware, as amended from time to time.                1.14         “Office of the Corporation” means theexecutive office of the Corporation, anything in Section 131 of the GeneralCorporation Law to the contrary notwithstanding.

                1.15         “President” means the President of theCorporation.

                1.16         “Secretary” means the Secretary of theCorporation.

                1.17         “Stockholders” means stockholders ofthe Corporation.

                1.18         “Treasurer” means the Treasurer of theCorporation.

                1.19         “Vice President” means a Vice Presidentof the Corporation.

 

ARTICLE 2

 

# STOCKHOLDERS

                2.1           Place of Meetings.  Every meeting of Stockholders shall be heldat the office of the Corporation or at such other place within or without theState of Delaware as shall be specified or fixed in the notice of such meetingor in the waiver of notice thereof.

                2.2           Annual Meeting.  A meeting of Stockholders shall be heldannually for the election of Directors and the transaction of other business atsuch hour and on such business day in May or June or as may be determined bythe Board and designated in the notice of meeting.

                2.3           Deferred Meeting for Election ofDirectors, Etc.  If the annualmeeting of Stockholders for the election of Directors and the transaction ofother business is not held within the months specified in Section 2.2 hereof,the Board shall call a meeting of Stockholders for the election of Directorsand the transaction of other business as soon thereafter as convenient.

                2.4           Other Special Meetings.  A special meeting of Stockholders (otherthan a special meeting for the election of Directors), unless otherwiseprescribed by statute, may be called at any time by the Board or by the ChiefExecutive Officer or by the Secretary. At any special meeting of Stockholders only such business may betransacted as is related to the purpose or purposes of such meeting set forthin the notice thereof given pursuant to Section 2.6 hereof or in any waiver ofnotice thereof given pursuant to Section 2.7 hereof.                2.5           Fixing Record Date. For the purpose of (a) determining the Stockholders entitled (i) tonotice of or to vote at any meeting of Stockholders or any adjournment thereof,(ii) unless otherwise provided in the Certificate of Incorporation, to expressconsent to corporate action in writing without a meeting or (iii) to receivepayment of any dividend or other distribution or allotment of any rights, orentitled to exercise any rights in respect of any change, conversion orexchange of stock; or (b) any other lawful action, the Board may fix a recorddate, which record date shall not precede the date upon which the resolutionfixing the record date was adopted by the Board and which record date shall notbe (x) in the case of clause (a)(i) above, more than sixty nor less than tendays before the date of such meeting, (y) in the case of clause (a)(ii) above,more than 10 days after the date upon which the resolution fixing the recorddate was adopted by the Board and (z) in the case of clause (a)(iii) or (b)above, more than sixty days prior to such action. If no such record date isfixed:

                2.5.1        the record date for determiningStockholders entitled to notice of or to vote at a meeting of stockholdersshall be at the close of business on the day next preceding the day on whichnotice is given, or, if notice is waived, at the close of business on the daynext preceding the day on which the meeting is held;

                2.5.2        the record date for determiningstockholders entitled to express consent to corporate action in writing withouta meeting (unless otherwise provided in the Certificate of Incorporation), whenno prior action by the Board is required under the General Corporation Law,shall be the firstday on which a signed written consentsetting forth the action taken or proposed to be taken is delivered to theCorporation by delivery to its registered office in the State of Delaware, itsprincipal place of business, or an officer or agent of the Corporation havingcustody of the book in which proceedings of meetings of stockholders arerecorded; and when prior action by the Board is required under the GeneralCorporation Law, the record date for determining stockholders entitled toconsent to corporate action in writing without a meeting shall be at the closeof business on the date on which the Board adopts the resolution taking suchprior action; and

                2.5.3        the record date for determiningstockholders for any purpose other than those specified in Sections 2.5.1 and2.5.2 shall be at the close of business on the day on which the Board adoptsthe resolution relating thereto.  When adetermination of Stockholders entitled to notice of or to vote at any meetingof Stockholders has been made as provided in this Section 2.5, suchdetermination shall apply to any adjournment thereof unless the Board fixes anew record date for the adjourned meeting. Delivery made to the Corporation’s registered office in accordance withSection 2.5.2 shall be by hand or by certified or registered mail, returnreceipt requested.

                2.6           Notice of Meetings of Stockholders.  Except as otherwise provided in Sections 2.5and 2.7 hereof, whenever under the provisions of any statute, the Certificateof Incorporation or these By-laws, Stockholders are required or permitted totake any action at a meeting, written notice shall be given stating the place,date and hour of the meeting and, in the case of a special meeting, the purposeor purposes for which the meeting is called. Unless otherwise provided by any statute, the Certificate ofIncorporation or these By-laws, a copy of the notice of any meeting shall begiven, personally or by mail, not less than ten nor more than sixty days beforethe date of the meeting, to each Stockholder of the Corporation entitled tosuch notice or to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in theUnited States mail, with postage prepaid, directed to the Stockholder at his orher address as it appears on the records of the Corporation.  An affidavit of the Secretary or an AssistantSecretary or of the transfer agent of the Corporation that the notice requiredby this Section 2.6 has been given shall, in the absence of fraud, be primafacie evidence of the facts stated therein. When a meeting is adjourned to another time or place, notice need not begiven of the adjourned meeting if the time and place thereof are announced atthe meeting at which the adjournment is taken, and at the adjourned meeting anybusiness may be transacted that might have been transacted at the meeting asoriginally called.  If, however, theadjournment is for more than thirty days, or if after the adjournment a newrecord 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.

                2.7           Waivers of Notice.  Whenever the giving of any notice isrequired by statute, the Certificate of Incorporation or these By-laws, awaiver thereof, in writing, signed by the Stockholder or Stockholders entitledto said notice, whether before or after the event as to which such notice isrequired, shall be deemed equivalent to notice.  Attendance by a Stockholder at a meeting shall constitute awaiver of notice of such meeting except when the Stockholder attends a meetingfor the express purpose of objecting, at the beginning of the meeting, to thetransaction of any business on the ground that the meeting has not beenlawfully called or convened.  Neitherthe business to be transacted at, nor the purpose of, any regular or special meetingof the Stockholders need be specified in any written waiver of notice unless sorequired by statute, the Certificate of Incorporation or these By-laws.

                2.8           List of Stockholders.  The Secretary shall prepare and make, orcause to be prepared and made, at least ten days before every meeting ofStockholders, a complete list of the Stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of eachStockholder and the number of shares registered in the name of eachStockholder.  Such list shall be open tothe examination of any Stockholder, the Stockholder’s agent, or attorney, atthe Stockholder’s expense, for any purpose germane to the meeting, duringordinary business hours, for a period of at least ten days prior to themeeting, 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 Corporation shall maintain the Stockholder list in written form orin another form capable of conversion into written form within a reasonabletime.  Upon the willful neglect orrefusal of the Directors to produce such a list at any meeting for the electionof Directors, they shall be ineligible for election to any office at suchmeeting.  The stock ledger shall be theonly evidence as to who are the Stockholders entitled to examine the stockledger, the list of Stockholders or the books of the Corporation, or to vote inperson or by proxy at any meeting of Stockholders.

                2.9           Quorum of Stockholders;Adjournment.  Except as otherwiseprovided by any statute, the Certificate of Incorporation or these By-laws, theholders of one-third of all outstanding shares of stock entitled to vote at anymeeting of Stockholders, present in person or represented by proxy, shallconstitute a quorum for the transaction of any business at such meeting.  When a quorum is once present to organize ameeting of Stockholders, it is not broken by the subsequent withdrawal of anyStockholders.  The holders of a majorityof the shares of stock present in person or represented by proxy at any meetingof Stockholders, including an adjourned meeting, whether or not a quorum ispresent, may adjourn such meeting to another time and place.  Shares of its own stock belonging to theCorporation or to another corporation, if a majority of the shares entitled tovote in the election of directors of such other corporation is held, directlyor indirectly, by the Corporation, shall neither be entitled to vote nor becounted for quorum purposes; provided, however, that theforegoing shall not limit the right of the Corporation to vote stock, includingbut not limited to its own stock, held by it in a fiduciary capacity.

                2.10         Voting; Proxies.  Unless otherwise provided in the Certificateof Incorporation, every Stockholder of record shall be entitled at everymeeting of Stockholders to one vote for each share of capital stock standing inhis or her name on the record of Stockholders determined in accordance withSection 2.5 hereof.  If the Certificateof Incorporation provides for more or less than one vote for any share on anymatter, each reference in the By-laws or the General Corporation Law to amajority or other proportion of stock shall refer to such majority or otherproportion of the votes of such stock. The provisions of Sections 212 and 217 of the General Corporation Lawshall apply in determining whether any shares of capital stock may be voted andthe persons, if any, entitled to vote such shares; but the Corporation shall beprotected in assuming that the persons in whose names shares of capital stockstand on the stock ledger of the Corporation are entitled to vote suchshares.  Holders of redeemable shares ofstock are not entitled to vote after the notice of redemption is mailed to suchholders and a sum sufficient to redeem the stocks has been deposited with abank, trust company, or other financial institution under an irrevocableobligation to pay the holders the redemption price on surrender of the sharesof stock.  At any meeting ofStockholders (at which a quorum was present to organize the meeting), allmatters, ex­cept as otherwise provided by statute or by the Certificate ofIncorporation or by these By-laws, shall be decided by a majority of the votescast at such meeting by the holders of shares present in person or representedby proxy and entitled to vote thereon, whether or not a quorum is present whenthe vote is taken.  All elections ofDirectors shall be by written ballot unless otherwise provided in theCertificate of Incorporation.  In votingon any other question on which a vote by ballot is required by law or isdemanded by any Stockholder entitled to vote, the voting shall be byballot.  Each ballot shall be signed bythe Stockholder voting or the Stockholder’s proxy and shall state the number ofshares voted.  On all other questions,the voting may be viva voce. Each Stockholder entitled to vote at a meeting of Stockholders or toexpress consent or dissent to corporate action in writing without a meeting mayauthorize another person or persons to act for such Stockholder by proxy.  The validity and enforceability of any proxyshall be determined in accordance with Section 212 of the General CorporationLaw.  A Stockholder may revoke any proxythat is not irrevocable by attending the meeting and voting in person or byfiling an instrument in writing revoking the proxy or by delivering a proxy inaccordance with applicable law bearing a later date to the Secretary.

                2.11         Voting Procedures and Inspectors ofElection at Meetings of Stockholders. The Board, in advance of any meeting of Stockholders, may appoint one ormore inspectors to act at the meeting and make a written report thereof.  The Board may designate one or more personsas alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate has beenappointed or is able to act at a meeting, the person presiding at the meetingmay appoint, and on the request of any Stockholder entitled to vote thereatshall appoint, one or more inspectors to act at the meeting.  Each inspector, before entering upon thedischarge of his or her duties, shall take and sign an oath faithfully toexecute the duties of inspector with strict impartiality and according to thebest of his or her ability.  Theinspectors shall (a) ascertain the number of shares outstanding and the votingpower of each, (b) determine the shares represented at the meeting and thevalidity of proxies and ballots, (c) count all votes and ballots, (d) determineand retain for a reasonable period a record of the disposition of anychallenges made to any determination by the inspectors, and (e) certify theirdetermination of the number of shares represented at the meeting and theircount of all votes and ballots.  Theinspectors may appoint or retain other persons or entities to assist theinspectors in the performance of their duties. Unless otherwise provided by the Board, the date and time of the openingand the closing of the polls for each matter upon which the Stockholders willvote at a meeting shall be determined by the person presiding at the meetingand shall be announced at the meeting. No ballot, proxies or votes, or any revocation thereof or changethereto, shall be accepted by the inspectors after the closing of the pollsunless the Court of Chancery of the State of Delaware upon application by aStockholder shall determine otherwise.

                2.12         Organization.  At each meeting of Stockholders, the ChiefExecutive Officer, or in the absence of the Chief Executive Officer, theChairman, or if there is no Chairman or if there be one and the Chairman isabsent, the President, or if there is no President or if there be one and thePresident is absent, a Vice President, and in case more than one Vice Presidentshall be present, that Vice President designated by the Board (or in theabsence of any such designation, the most senior Vice President, based on age,present), shall act as chairman of the meeting.  The Secretary, or in his or her absence, one of the AssistantSecretaries, shall act as secretary of the meeting.  In case none of the officers above designated to act as chairmanor secretary of the meeting, respectively, shall be present, a chairman or asecretary of the meeting, as the case may be, shall be chosen by a majority ofthe votes cast at such meeting by the holders of shares of capital stockpresent in person or represented by proxy and entitled to vote at the meeting.

                2.13         Order of Business.  The order of business at all meetings ofStockholders shall be as determined by the chairman of the meeting, but theorder of business to be followed at any meeting at which a quorum is presentmay be changed by a majority of the votes cast at such meeting by the holdersof shares of capital stock present in person or represented by proxy andentitled to vote at the meeting.

                2.14         No Action By Written Consent.  Any action required or permitted to be takenby the stockholders of the Corporation shall be taken only at an annual orspecial meeting of the stockholders, and specifically shall not be taken uponthe written consent of all or less than all of the stockholders.

 

ARTICLE 3

 

# DIRECTORS

                3.1           General Powers.  Except as otherwise provided in theCertificate of Incorporation, the business and affairs of the Corporation shallbe managed by or under the direction of the Board.  The Board may adopt such rules and regulations, not inconsistentwith the Certificate of Incorporation or these By-laws or applicable laws, asit may deem proper for the conduct of its meetings and the management of theCorpo­ration.  In addition to the powersexpressly conferred by these By-laws, the Board may exercise all powers andperform all acts that are not required, by these By-laws or the Certificate ofIncorporation or by statute, to be exercised and performed by the Stockholders.                3.2           Number; Qualification; Term of Office.  The Board shall consist of one or moremembers.  The number of Directors shallbe fixed initially by the incorporator and may thereafter be changed from timeto time by a vote of the holders of majority of the outstanding shares ofcapital stock of the Corporation entitled to vote generally in the election ofDirectors or by action of the Board. Directors need not be stockholders. Each Director shall hold office until a successor is elected andqualified or until the Director’s death, resignation or removal.

                3.3           Election.  Directors shall, except as otherwiserequired by statute or by the Certificate of Incorporation, be elected by aplurality of the votes cast at a meeting of stockholders by the holders ofshares entitled to vote in the election.

                3.4           Newly Created Directorships andVacancies.  Unless otherwiseprovided in the Certificate of Incorporation, newly created Directorshipsresulting from an increase in the number of Directors and vacancies occurringin the Board for any other reason may be filled only by a majority vote of theremaining Directors then in office, though not less than a quorum, or by a soleremaining Director, or may be elected by a plurality of the votes cast by theholders of shares of capital stock entitled to vote in the election at aspecial meeting of stockholders called for that purpose.  A Director elected to fill a vacancy shallbe elected to hold office until a successor is elected and qualified, or untilthe Director’s earlier death, resignation or removal.

                3.5           Classes of Directors.

                3.5.1        Number of Classes.  The Board shall be divided into threeclasses as nearly equal in number as the then total number of Directorsconstituting the entire Board shall permit as determined by the Board, whichclasses shall be designated Class I, Class II and Class III.                3.5.2        Term.  The Class I directors shall be elected to hold office for aninitial term expiring at the 2001 annual meeting of the stockholders, the ClassII directors shall be elected to hold office for an initial term expiring atthe 2002 annual meeting of the stockholders and the Class III directors shallbe elected to hold office for an initial term expiring at the 2003 annualmeeting of the stockholders, with the members of each class of directors tohold office until their successors have been duly elected and qualified.  At each annual meeting of stockholders, thesuccessors to the class of directors whose term expires at that meeting shallbe elected to hold office for a term expiring at the annual meeting ofstockholders held in the third year following the year of their election anduntil their successors have been duly elected and qualified.  Notwithstanding the foregoing, a Directorwhose term shall expire at any annual meeting shall continue to serve untilsuch time as his successor shall have been duly elected and shall havequalified unless his position on the Board shall have been abolished by actiontaken to reduce the size of the Board prior to said meeting.  No director or class of directors may be removedfrom office by a vote of the stockholders at any time except for cause asprovided in Section 3.7 hereof.

                3.5.3        Increase or Decrease in Number.  Should the number of Directors of theCorporation be reduced, the directorship(s) eliminated shall be allocated amongclasses as appropriate so that the number of Directors in each class is asspecified in Section 3.5.1 hereof.  TheBoard shall designate, by the name of the incumbent(s), the position(s) to beabolished.  Notwithstanding theforegoing, no decrease in the number of Directors shall have the effect ofshortening the term of any incumbent Director. Should the number of Directors of the Corporation be increased, theadditional directorships shall be allocated among classes as appropriate sothat the number of Directors in each class is as specified in Section 3.5. 1.

                3.6           Resignation.  Any Director may resign at any time bywritten notice to the Corporation.  Suchresignation shall take effect at the time therein specified, and, unlessotherwise specified in such resignation, the acceptance of such resignationshall not be necessary to make it effective.

                3.7           Removal.  No Director may be removed at any timeunless for cause and by the affirmative vote of the holders of a majority ofthe outstanding shares of capital stock of the Corporation entitled to votegenerally in the election of Directors, considered for this purpose as oneclass, except as otherwise required by law.

                3.8           Compensation.  Each Director, in consideration of his orher service as such, shall be entitled to receive from the Corporation suchamount per annum or such fees for attendance at Directors’ meetings, or both,as the Board may from time to time determine, together with reimbursement forthe reasonable out-of-pocket expenses, if any, incurred by such Director inconnection with the performance of his or her duties.  Each Director who shall serve as a member of any committee ofDirectors in consideration of serving as such shall be entitled to suchadditional amount per annum or such fees for attendance at committee meetings,or both, as the Board may from time to time determine, together withreimbursement for the reasonable out-of-pocket expenses, if any, incurred bysuch Director in the performance of his or her duties.  Nothing contained in this Section 3.8 shallpreclude any Director from serving the Corporation or its subsidiaries in anyother capacity and receiving proper compensation therefor.

                3.9           Times and Places of Meetings.  The Board may hold meetings, both regularand special, either within or without the State of Delaware.  The times and places for holding meetings ofthe Board may be fixedfrom time to time by resolution of theBoard or (unless contrary to a resolution of the Board) in the notice of themeeting.                3.10         Annual Meetings.  On the day when and at the place where theannual meeting of stockholders for the election of Directors is held, and assoon as practicable thereafter, the Board may hold its annual meeting, withoutnotice of such meeting, for the purposes of organization, the election ofofficers and the transaction of other business.  The annual meeting of the Board may be held at any other time andplace specified in a notice given as provided in Section 3.12 hereof forspecial meetings of the Board or in a waiver of notice thereof.

                3.11         Regular Meetings.  Regular meetings of the Board may be heldwithout notice at such times and at such places as shall from time to time bedetermined by the Board.

                3.12         Special Meetings.  Special meetings of the Board may be calledby the Chairman, the Chief Executive Officer or the Secretary or by any two ormore Directors then serving on at least one day’s notice to each Director givenby one of the means specified in Section 3.15 hereof other than by mail, or onat least three days’ notice if given by mail. Special meetings shall be called by the Chairman, the Chief ExecutiveOfficer or the Secretary in like manner and on like notice on the writtenrequest of any two or more of the Directors then serving.

                3.13         Telephone Meetings.  Directors or members of any committeedesignated by the Board may participate in a meeting of the Board or of suchcommittee by means of conference telephone or similar communications equipmentby means of which all persons participating in the meeting can hear each other,and participation in a meeting pursuant to this Section 3.13 shall constitutepresence in person at such meeting.

                3.14         Adjourned Meetings.  A majority of the Directors present at anymeeting of the Board, including an adjourned meeting, whether or not a quorumis present, may adjourn such meeting to another time and place.  At least one day’s notice of any adjournedmeeting of the Board shall be given to each Director whether or not present atthe time of the adjournment, if such notice shall be given by one of the meansspecified in Section 3.15 hereof other than by mail, or at least three days’notice if by mail.  Any business may betransacted at an adjourned meeting that might have been transacted at themeeting as originally called.

                3.15         Notice Procedure.  Subject to Sections 3.12 and 3.18 hereof,whenever, under the provisions of any statute, the Certificate of Incorporationor these By-laws, notice is required to be given to any Director, such noticeshall be deemed given effectively if given in person or by telephone, by mailaddressed to such Director at such Director’s address as it appears on therecords of the Corporation, with postage thereon prepaid, or by telegram,telex, telecopy or similar means addressed as aforesaid.

                3.16         Waiver of Notice.  Whenever the giving of any notice isrequired by statute, the Certificate of Incorporation or these By-laws, awaiver thereof, in writing, signed by the person or persons entitled to saidnotice, whether before or after the event as to which such notice is required,shall be deemed equivalent to notice. Attendance by a person at a meeting shall constitute a waiver of noticeof such meeting except when the person attends a meeting for the expresspurpose of objecting, at the beginning of the meeting, to the transaction ofany business on the ground that the meeting has not been lawfully called orconvened.  Neither the business to betransacted at, nor the purpose of, any regular or special meeting of theDirectors or a committee of Directors need be specified in any written waiverof notice unless so required by statute, the Certificate of Incorporation orthese By-laws.

                3.17         Organization.  At each meeting of the Board, the Chairman,or in the absence of the Chairman, the Chief Executive Officer, or in theabsence of the Chief Executive Officer, a chairman chosen by a majority of theDirectors present, shall preside.  TheSecretary shall act as secretary at each meeting of the Board.  In case the Secretary shall be absent fromany meeting of the Board, an Assistant Secretary shall perform the duties ofsecretary at such meeting; and in the absence from any such meeting of theSecretary and all Assistant Secretaries, the person presiding at the meetingmay appoint any person to act as secretary of the meeting.

                3.18         Quorum of Directors.  The presence in person of a majority of theentire Board shall be necessary and sufficient to constitute a quorum for thetransaction of business at any meeting of the Board, but a majority of asmaller number may adjourn any such meeting to a later date.

                3.19         Action by Majority Vote.  Except as otherwise expressly required bystatute, the Certificate of Incorporation or these By-laws, the act of amajority of the Directors present at a meeting at which a quorum is presentshall be the act of the Board.

                3.20         Action Without Meeting.  Unless otherwise restricted by theCertificate of Incorporation or these By-laws, any action required or permittedto be taken at any meeting of the Board or of any committee thereof may betaken without a meeting if all Directors or members of such committee, as thecase may be, consent thereto in writing, and the writing or writings are filedwith the minutes of proceedings of the Board or committee.

ARTICLE 4

 

# COMMITTEESOF THE BOARD

                TheBoard may, by resolution passed by a vote of a majority of the entire Board,designate one or more committees, each committee to consist of one or more ofthe Directors of the Corporation.  TheBoard may designate one or more Directors as alternate members of anycommittee, who may replace any absent or disqualified member at any meeting ofsuch committee.  If a member of acommittee shall be absent from any meeting, or disqualified from votingthereat, the remaining member or members present and not disqualified fromvoting, whether or not such member or members constitute a quorum, may, by aunanimous vote, appoint another member of the Board to act at the meeting inthe place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution ofthe Board passed as aforesaid, shall have and may exercise all the powers andauthority of the Board in the management of the business and affairs of theCorporation, and may authorize the seal of the Corporation to be impressed onall papers that may require it, but no such committee shall have the power orauthority of the Board in reference to amending the Certificate ofIncorporation, adopting an agreement of merger or consolidation under Section251 or Section 252 of the General Corporation Law, recommending to thestockholders (a) the sale, lease or exchange of all or substantially all of theCorporation’s property and assets, or (b) a dissolution of the Corporation or arevocation of a dissolution, or amending the By-laws of the Corporation; and,unless the resolution designating it expressly so provides, no such committeeshall have the power and authority to declare a dividend, to authorize theissuance of stock or to adopt a certificate of ownership and merger pursuant toSection 253 of the General Corporation Law. Unless otherwise specified in the resolution of the Board designating acommittee, at all meetings of such committee a majority of the total number ofmembers of the committee shall constitute a quorum for the transaction ofbusiness, and the vote of a majority of the members of the committee present atany meeting at which there is a quorum shall be the act of the committee.  Each committee shall keep regular minutes ofits meetings.  Unless the Boardotherwise provides, each committee designated by the Board may make, alter andrepeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its businessin the same manner as the Board conducts its business pursuant to Article 3 ofthese By-laws.

ARTICLE 5

 

# OFFICERS

                5.1           Positions.  The officers of the Corporation shall be aChief Executive Officer, a Chief Operating Officer, a President, a Secretary, aTreasurer and such other officers as the Board may appoint, including aChairman, one or more Vice Presidents and one or more Assistant Secretaries andAssistant Treasurers, who shall exercise such powers and perform such duties asshall be determined from time to time by the Board.  The Board may designate one or more Vice Presidents as ExecutiveVice Presidents and may use descriptive words or phrases to designate thestanding, seniority or areas of special competence of the Vice Presidentselected or appointed by it.  Any numberof offices may be held by the same person unless the Certificate ofIncorporation or these By-laws otherwise provide.

                5.2           Appointment.  The officers of the Corporation shall bechosen by the Board at its annual meeting or at such other time or times as theBoard shall determine.

                5.3           Compensation. The compensationof all officers of the Corporation shall be fixed by the Board or the Board’sdesignee. No officer shall be prevented from receiving a salary or othercompensation by reason of the fact that the officer is also a Director.

                5.4           Term of Office.  Each officer of the Corporation shall holdoffice for the term for which he or she is elected and until such officer’ssuccessor is chosen and qualifies or until such officer’s earlier death,resignation or removal.  Any officer mayresign at any time upon written notice to the Corporation.  Such resignation shall take effect at thedate of receipt of such notice or at such later time as is therein specified,and, unless otherwise specified, the acceptance of such resignation shall notbe necessary to make it effective.  Theresignation of an officer shall be without prejudice to the contract rights ofthe Corporation, if any.  Any officerelected or appointed by the Board may be removed at any time, with or withoutcause, by vote of a majority of the entire Board.  Any vacancy occurring in any office of the Corporation shall befilled by the Board.  The removal of anofficer without cause shall be without prejudice to the officer’s contractrights, if any.  The election orappointment of an officer shall not of itself create contract rights.

                5.5           Fidelity Bonds.  The Corporation may  secure the  fidelity  of any or all of its officers or agents by bond or otherwise.

                5.6           Chairman.  The Chairman, if one shall have beenappointed, shall preside at all meetings of the Board and shall exercise suchpowers and perform such other duties as shall be determined from time to timeby the Board.

                5.7           Chief Executive Officer.  The Chief Executive Officer of theCorporation shall have general supervision over the business of theCorporation, subject, however, to the control of the Board and of any dulyauthorized committee of Directors.  TheChief Executive Officer shall preside at all meetings of the Stockholders andat all meetings of the Board at which the Chairman (if there be one) is notpresent.  The Chief Executive Officermay sign and execute in the name of the Corporation deeds, mortgages, bonds,contracts and other instruments (and may apportion signing authority amongofficers otherwise authorized to sign pursuant to these By-laws) except incases in which the signing and execution thereof shall be expressly delegatedby the Board or by these By-laws to some other officer or agent of theCorporation or shall be required by statute otherwise to be signed or executedand, in general, the Chief Executive Officer shall perform all duties incidentto the office of Chief Executive Officer of a corporation and such other dutiesas may from time to time be assigned to the Chief Executive Officer by theBoard.

                5.8           President.  The President of the Corporation shallbe the Chief Operating Officer of the Corporation, and, at the request of theChief Executive Officer, or in the Chief Executive Officer’s absence, at therequest of the Board, shall perform all of the duties of the Chief ExecutiveOfficer and, in so performing, shall have all the powers of, and be subject to,all restrictions upon the Chief Executive Officer.  The President may sign and execute in the name of the Corporationdeeds, mortgages, bonds, contracts and other instruments except in cases inwhich the signing and execution thereof shall be expressly delegated by theBoard, the Chief Executive Officer (as permitted under Section 5.7 above) or bythese By-laws to some other officer or agent of the Corporation or shall berequired by statute otherwise to be signed or executed and, in general, thePresident shall perform all duties incident to the office of President of acorporation and such other duties as may from time to time be assigned to thePresident by the Board or the Chief Executive Officer.

                5.9           Vice Presidents.  At the request of the President, or, in thePresident’s absence, at the request of the Board, the Vice Presidents shall (insuch order as may be designated by the Board, or, in the absence of any suchdesignation, in order of seniority based on age) perform all of the duties ofthe President and, in so performing, shall have all the powers of, and besubject to all restrictions upon, the President.  Any Vice President may sign and execute in the name of theCorporation deeds, mortgages, bonds, contracts or other instruments, except incases in which the signing and execution thereof shall be expressly delegatedby the Board, by the Chief Executive Officer or by these By-laws to some otherofficer or agent of the Corporation, or shall be required by statute otherwiseto be signed or executed, and each Vice President shall perform such otherduties as from time to time may be assigned to such Vice President by theBoard, by the Chief Executive Officer or by the President.

                5.10         Secretary.  The Secretary shall attend all meetings ofthe Board and of the Stockholders and shall record all the proceedings of themeetings of the Board and of the stockholders in a book to be kept for thatpurpose, and shall perform like duties for committees of the Board, whenrequired.  The Secretary shall give, orcause to be given, notice of all special meetings of the Board and of thestockholders and shall perform such other duties as may be prescribed by theBoard or by the Chief Executive Officer, under whose supervision the Secretaryshall be.  The Secretary shall havecustody of the corporate seal of the Corporation, and the Secretary, or anAssistant Secretary, shall have authority to impress the same on any instrumentrequiring it, and when so impressed the seal may be attested by the signatureof the Secretary or by the signature of such Assistant Secretary.  The Board may give general authority to anyother officer to impress the seal of the Corporation and to attest the same bysuch officer’s signature.  The Secretaryor an Assistant Secretary may also attest all instruments signed by the ChiefExecutive Officer, the President, the Treasurer or any Vice President.  The Secretary shall have charge of all thebooks, records and papers of the Corporation relating to its organization andmanagement, shall see that the reports, statements and other documents requiredby statute are properly kept and filed and, in general, shall perform allduties incident to the office of Secretary of a corporation and such otherduties as may from time to time be assigned to the Secretary by the Board or bythe Chief Executive Officer.

                5.11         Treasurer.  The Treasurer shall have charge and custodyof, and be responsible for, all funds, securities and notes of the Corporation;receive and give receipts for moneys due and payable to the Corporation fromany sources whatsoever; deposit all such moneys and valuable effects in thename and to the credit of the Corporation in such depositaries as may bedesignated by the Board; against proper vouchers, cause such funds to bedisbursed by checks or drafts on the authorized depositaries of the Corporationsigned in such manner as shall be determined by the Board and be responsiblefor the accuracy of the amounts of all moneys so disbursed; regularly enter orcause to be entered in books or other records maintained for the purpose fulland adequate account of all moneys received or paid for the account of theCorporation; have the right to require from time to time reports or statementsgiving such information as the Treasurer may desire with respect to any and allfinancial transactions of the Corporation from the officers or agentstransacting the same; render to the President, the Chief Executive Officer orthe Board, whenever the President, the Chief Executive Officer or the Boardshall require the Treasurer so to do, an account of the financial condition ofthe Corporation and of all financial transactions of the Corporation; exhibitat all reasonable times the records and books of account to any of theDirectors upon application at the office of the Corporation where such recordsand books are kept; disburse the funds of the Corporation as ordered by theBoard; and, in general, perform all duties incident to the office of Treasurerof a corporation and such other duties as may from time to time be assigned tothe Treasurer by the Board or the Chief Executive Officer.

                5.12**        **Assistant Secretaries andAssistant Treasurers.  AssistantSecretaries and Assistant Treasurers shall perform such duties as shall beassigned to them by the Secretary or by the Treasurer, respectively, or by theBoard or by the Chief Executive Officer.

                5.13         Compliance Officer.  The Compliance Officer shall be selected bythe Board or the Chief Executive Officer and shall be responsible for enforcingcompliance with the Corporation’s insider trading policies in accordance withthose policies.

 

ARTICLE 6

 

CONTRACTS, CHECKS, DRAFTS,BANK ACCOUNTS, ETC.

                6.1           Execution of Contracts.  The Board, except as otherwise provided inthese By-laws, may prospectively or retroactively authorize any officer orofficers, employee or employees or agent or agents, in the name and on behalfof the Corporation, to enter into any contract or execute and deliver anyinstrument, and any such authority may be general or confined to specificinstances, or otherwise limited.

                6.2           Loans.  The Board may prospectively or retroactivelyauthorize the Chief Executive Officer or any other officer, employee or agentof the Corporation to effect loans and advances at any time for the Corporationfrom any bank, trust company or other institution, or from any firm,corporation or individual, and for such loans and advances the person soauthorized may make, execute and deliver promissory notes, bonds or othercertificates or evidences of indebtedness of the Corporation, and, whenauthorized by the Board so to do, may pledge and hypothecate or transfer anysecurities or other property of the Corporation as security for any such loansor advances.  Such authority conferredby the Board may be general or confined to specific instances, or otherwiselimited.

                6.3           Checks, Drafts, Etc.  All checks, drafts and other orders for thepayment of money out of the funds of the Corporation and all evidences ofindebtedness of the Corporation shall be signed on behalf of the Corporation insuch manner as shall from time to time be determined by resolution of theBoard.

                6.4           Deposits.  The funds of the Corporation not otherwiseemployed shall be deposited from time to time to the order of the Corporationwith such banks, trust companies, investment banking firms, financialinstitutions or other depositaries as the Board may select or as may beselected by an officer, employee or agent of the Corporation to whom such powerto select may from time to time be delegated by the Board.

 

ARTICLE 7

 

# STOCKAND DIVIDENDS

                7.1           Certificates Representing Shares.  The shares of capital stock of the Corporationshall be represented by certificates in such form (consistent with theprovisions of Section 158 of the General Corporation Law) as shall be approvedby the Board.  Such certificates shallbe signed by the Chairman, the President or a Vice President and by theSecretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,and may be impressed with the seal of the Corporation or a facsimilethereof.  The signatures of the officersupon a certificate may be facsimiles, if the certificate is countersigned by atransfer agent or registrar other than the Corporation itself or itsemployee.  In case any officer, transferagent or registrar who has signed or whose facsimile signature has been placedupon any certificate shall have ceased to be such officer, transfer agent orregistrar before such certificate is issued, such certificate may, unlessotherwise ordered by the Board, be issued by the Corporation with the sameeffect as if such person were such officer, transfer agent or registrar at thedate of issue.

                7.2           Transfer of Shares.  Transfers of shares of capital stock of theCorporation shall be made only on the books of the Corporation by the holderthereof or by the holder’s duly authorized attorney appointed by a power ofattorney duly executed and filedwith the Secretary or a transfer agent ofthe Corporation, and on surrender of the certificate or certificatesrepresenting such shares of capital stock prop­erly endorsed for transfer andupon payment of all necessary transfer taxes. Every certificate exchanged, returned or surrendered to the Corporationshall be marked “Cancelled,” with the date of cancellation, by the Secretary oran Assistant Secretary or the transfer agent of the Corporation.  A person in whose name shares of capitalstock shall stand on the books of the Corporation shall be deemed the ownerthereof to receive dividends, to vote as such owner and for all other purposesas respects the Corporation.  Notransfer of shares of capital stock shall be valid as against the Corporation,its stockholders and creditors for any purpose, except to render the transfereeliable for the debts of the Corporation to the extent provided by law, untilsuch transfer shall have been entered on the books of the Corporation by an entryshowing from and to whom transferred.

                7.3           Transfer and Registry Agents.  The Corporation may from time to timemaintain one or more transfer offices or agents and registry offices or agentsat such place or places as may be determined from time to time by the Board.

                7.4           Lost, Destroyed, Stolen andMutilated Certificates.  The holderof any shares of capital stock of the Corporation shall immediately notify theCorporation of any loss, destruction, theft or mutilation of the certificaterepresenting such shares, and the Corporation may issue a new certificate toreplace the certificate alleged to have been lost, destroyed, stolen ormutilated.  The Board may, in itsdiscretion, as a condition to the issue of any such new certificate, requirethe owner of the lost, destroyed, stolen or mutilated certificate, or his orher legal representatives, to make proof satisfactory to the Board of suchloss, destruction, theft or mutilation and to advertise such fact in suchmanner as the Board may require, and to give the Corporation and its transferagents and registrars, or such of them as the Board may require, a bond in suchform, in such sums and with such surety or sureties as the Board may direct, toindemnify the Corporation and its transfer agents and registrars against anyclaim that may be made against any of them on account of the continuedexistence of any such certificate so alleged to have been lost, destroyed,stolen or mutilated and against any expense in connection with such claim.

                7.5           Rules and Regulations.  The Board may make such rules andregulations as it may deem expedient, not inconsistent with these By-laws orwith the Certificate of Incorporation, concerning the issue, transfer andregistration of certif­icates representing shares of its capital stock.

                7.6           Restriction on Transfer of Stock.  A written restriction on the transfer orregistration of transfer of capital stock of the Corporation, if permitted bySection 202 of the General Corporation Law and noted conspicuously on thecertificate representing such capital stock, may be enforced against the holderof the restricted capital stock or any successor or transferee of the holder,including an executor, administrator, trustee, guardian or other fiduciaryentrusted with like responsibility for the person or estate of the holder.  Unless noted conspicuously on thecertificate rep­resenting such capital stock, a restriction, even thoughpermitted by Section 202 of the General Corporation Law, shall be ineffectiveexcept against a person with actual knowledge of the restriction.  A restriction on the transfer orregistration of transfer of capital stock of the Corporation may be imposedeither by the Certificate of Incorporation or by an agreement among any numberof stockholders or among such stockholders and the Corporation.  No restriction so imposed shall be bindingwith respect to capital stock issued prior to the adoption of the restrictionunless the holders of such capital stock are parties to an agreement or votedin favor of the restriction.

                7.7           Dividends, Surplus, Etc.  Subject to the provisions of the Certificateof Incorporation and of law, the Board:

                7.7.1        may declare and pay dividends or makeother distributions on the outstanding shares of capital stock in such amountsand at such time or times as it, in its discretion, shall deem advisable givingdue consideration to the condition of the affairs of the Corporation;

                7.7.2        may use and apply, in its discretion,any of the surplus of the Corporation in purchasing or acquiring any shares ofcapital stock of the Corporation, or purchase warrants therefor, in accordancewith law, or any of its bonds, debentures, notes, scrip or other securities orevidences of indebtedness; and

                7.7.3        may set aside from time to time out ofsuch surplus or net profits such sum or sums as, in its discretion, it maythink proper, as a reserve fund to meet contingencies, or for equalizingdividends or for the purpose of maintaining or increasing the property orbusiness of the Corporation, or for any purpose it may think conducive to thebest interests of the Corporation.

 

ARTICLE 8

 

# INDEMNIFICATION

                8.1           Indemnity Undertaking.  To the extent not prohibited by law, theCorporation shall indemnify any Director or officer who is or was made, orthreatened to be made, a party to any threatened, pending or completed action,suit or proceeding (a “Proceeding”), whether civil, criminal, administrative orinvestigative, including, without limitation, an action by or in the right ofthe Corporation to procure a judgment in its favor, by reason of the fact thatsuch Director or officer, or a person of whom such Director or officer is thelegal representative, is or was a Director or officer of the Corporation, or,at the request of the Corporation, is or was serving as a director or officerof any other corporation or in a capacity with comparable authority orresponsibilities for any partnership, joint venture, trust, employee benefitplan or other enterprise (an “Other Entity”), against judgments, fines,penalties, excise taxes, amounts paid in settlement and costs, charges andexpenses (including attorneys’ fees, disbursements and other charges).  Persons who are not directors or officers ofthe Corporation may be similarly indemnified in respect of service to the Corporationor to an Other Entity at the request of the Corporation to the extent the Boardat any time specifies that such persons are entitled to the benefits of thisArticle 8.

                8.2           Advancement of Expenses.  The Corporation shall, from time to time, reimburseor advance to any Director or officer or other person entitled toindemnification hereunder the funds necessary for payment of expenses,including attorneys’ fees and disbursements, incurred in connection with anyProceeding, in advance of the final disposition of such Proceeding; provided,however, that, if required by the General Corporation Law, such expensesincurred by or on behalf of any Director or officer or other person may be paidin advance of the final disposition of a Proceeding only upon receipt by theCorporation of an undertaking, by or on behalf of such Director or officer (orother person indemnified hereunder), to repay any such amount so advanced if itshall ultimately be determined by final judicial decision from which there is nofurther right of appeal that such Director, officer or other person is notentitled to be indemnified for such expenses.

                8.3           Rights Not Exclusive.  The rights to indemnification andreimbursement or advancement of expenses provided by, or granted pursuant to,this Article 8 shall not be deemed exclusive of any other rights to which aperson seeking indemnification or reimbursement or advancement of expenses mayhave or hereafter be entitled under any statute, the Certificate ofIncorporation, these By-laws, any agree­ment, any vote of stockholders ordisinterested Directors or otherwise, both as to action in his or her officialcapacity and as to action in another capacity while holding such office.

                8.4           Continuation of Benefits.  The rights to indemnification andreimbursement or advancement of expenses provided by, or granted pursuant to,this Article 8 shall continue as to a person who has ceased to be a Director orofficer (or other person indemnified hereunder) and shall inure to the benefitof the heirs, executors and administrators of such person.

                8.5           Insurance.  The Corporation shall have power to purchaseand maintain insurance on behalf of any director or officer of the Corporation,or is or was serving at the request of the Corporation as a director or officerof an Other Entity, against any liability asserted against such person andincurred by such person in any such capacity, or arising out of such person’sstatus as such, whether or not the Corporation would have the power toindemnify such person against such liability under the provisions of thisArticle 8, the Certificate of Incorporation or under Section 145 of the GeneralCorporation Law or any other provision of law.

                8.6           Procedural Rights.  The rights to indemnification andreimbursement or advancement of expenses provided by, or granted pursuant to,this Article 8 shall be enforceable by any person entitled to suchindemnification or reimbursement or advancement of expenses in any court ofcompetent jurisdiction.  The burden ofproving that such indemnification or reimbursement or advancement of expensesis not appropriate shall be on the Corporation.  Neither the failure of the Corporation (including its Board ofDirectors, its independent legal counsel and its stockholders) to have made adetermination prior to the commencement of such action that suchindemnification or reimbursement or advancement of expenses is proper in thecircumstances nor an actual determination by the Corporation (including itsBoard of Directors, its independent legal counsel and its stockholders) thatsuch person is not entitled to such indemnification or reimbursement oradvancement of expenses shall constitute a defense to the action or create apresumption that such person is not so entitled.  Such a person shall also be indemnified for any expenses incurredin connection with successfully establishing his or her right to suchindemnification or reimbursement or advancement of expenses, in whole or inpart, in any such proceeding.

                8.7           Service Deemed at Corporation’sRequest.  Any Director or officer ofthe Corporation serving in any capacity (a) another corporation of which amajority of the shares entitled to vote in the election of its directors isheld, directly or indirectly, by the Corporation or (b) any employee benefitplan of the Corporation or any corporation referred to in clause (a) shall bedeemed to be doing so at the request of the Corporation.

                8.8           Election of Applicable Law.  Any person entitled to be indemnified or toreimbursement or advancement of expenses as a matter of right pursuant to thisArticle 8 may elect to have the right to indemnification or reimbursement oradvancement of expenses interpreted on the basis of the applicable law ineffect at the time of the occurrence of the event or events giving rise to theapplicable Proceeding, to the extent permitted by law, or on the basis of theapplicable law in effect at the time such indemnification or reimbursement oradvancement of expenses is sought.  Suchelection shall be made, by a notice in writing to the Corporation, at the timeindemnification or reimbursement or advancement of expenses is sought; provided,however, that if no such notice is given, the right to indemnificationor reimbursement or advancement of expenses shall be determined by the law ineffect at the time indemnification or reimbursement or advancement of expensesis sought.

 

ARTICLE 9

 

# BOOKSAND RECORDS

                9.1           Books and Records.  There shall be kept at the principal officeof the Corporation correct and complete records and books of account recordingthe financial transactions of the Corporation and minutes of the proceedings ofthe stockholders, the Board and any committee of the Board.  The Corporation shall keep at its principaloffice, or at the office of the transfer agent or registrar of the Corporation,a record containing the names and addresses of all stockholders, the number andclass of shares held by each and the dates when they respectively became theowners of record thereof.

                9.2           Form of Records.  Any records maintained by the Corporation inthe regular course of its business, including its stock ledger, books ofaccount, and minute books, may be kept on, or be in the form of, punch cards,magnetic tape, photographs, microphotographs, or any other information storagedevice, provided that the records so kept can be converted into clearly legiblewritten form within a rea­sonable time. The Corporation shall so convert any records so kept upon the request ofany person entitled to inspect the same.

                9.3           Inspection of Books and Records.  Except as otherwise provided by law, theBoard shall determine from time to time whether, and, if allowed, when andunder what conditions and regulations, the accounts, books, minutes and otherrecords of the Corporation, or any of them, shall be open to the stockholdersfor inspection.

 

ARTICLE 10

 

# SEAL

                Thecorporate seal shall have inscribed thereon the name of the Corporation, theyear of its organization and the words “Corporate Seal, Delaware.” The seal maybe used by causing it or a facsimile thereof to be impressed or affixed orotherwise reproduced.

 

ARTICLE 11

 

# FISCALYEAR

                Thefiscal year of the Corporation shall be fixed, and may be changed, byresolution of the Board.

ARTICLE 12

 

# PROXIESAND CONSENTS

                Unlessotherwise directed by the Board, the Chief Executive Officer, the Chairman, thePresident, any Vice President, the Secretary or the Treasurer, or any one ofthem, may execute and deliver on behalf of the Corporation proxies respectingany and all shares or other ownership interests of any Other Entity owned bythe Corporation appointing such person or persons as the officer executing thesame shall deem proper to represent and vote the shares or other ownershipinterests so owned at any and all meetings of holders of shares or otherownership interests, whether general or special, and/or to execute and deliverconsents respecting such shares or other ownership interests; or any of theaforesaid officers may attend any meeting of the holders of shares or other ownershipinterests of such Other Entity and thereat vote or exercise any or all otherpowers of the Corporation as the holder of such shares or other ownershipinterests.

 

ARTICLE 13

 

# EMERGENCYBY-LAWS

                Unlessthe Certificate of Incorporation provides otherwise, the following provisionsof this Article 13 shall be effective during an emergency, which is defined aswhen a quorum of the Corporation’s Directors cannot be readily assembledbecause of some catastrophic event. During such emergency:

                13.1         Notice to Board Members.  Any one member of the Board or any one ofthe following officers: Chairman, Chief Executive Officer, President, any VicePresident, Secretary, or Treasurer, may call a meeting of the Board.  Notice of such meeting need be given only tothose Directors whom it is practicable to reach, and may be given in anypractical manner, including by publication and radio.  Such notice shall be given at least six hours prior tocommencement of the meeting.

                13.2         Temporary Directors and Quorum.  One or more officers of the Corporationpresent at the emergency Board meeting, as is necessary to achieve a quorum,shall be considered to be Directors for the meeting, and shall so serve inorder of rank, and within the same rank, in order of seniority.  In the event that less than a quorum of theDirectors are present (including any officers who are to serve as Directors forthe meeting), those Directors present (including the officers serving asDirectors) shall constitute a quorum.

13.3         Actions Permitted To Be Taken.  The Board as constituted in Section 13.2, and after notice as set forth inSection 13.1 may:

13.3.1      prescribe emergency powers to any officerof the Corporation;

13.3.2      delegate to any officer or Director, anyof the powers of the Board;

13.3.3      designatelines of succession of officers and agents, in the event that any of them areunable to discharge their duties;

13.3.4      relocate the principal place of business,or designate successive or simultaneous principal places of business; and

13.3.5      take any other convenient, helpful ornecessary action to carry on the business of the Corporation.

 

ARTICLE 14

 

# AMENDMENTS

                TheBoard may from time to time adopt, amend or repeal the By-laws of theCorporation; provided, however, that any by-laws adopted oramended by the Board may be amended or repealed, and any by-laws may beadopted, by the stockholders of the Corporation, by a vote of a majority of theholders of shares of stock of the Corporation entitled to vote in the electionof the directors of the Corporation.