**Exhibit 3.32**

 

**BYLAWS**

 

**OF**

 

**CKR ACQUISITION CORP.**

 

# **ARTICLE ISTOCKHOLDERS**

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## **1.1.**                            **Meetings**.

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### **1.1.1.****                  Place**.  Meetings of the stockholders shall be held atsuch place as may be designated by the board of directors.

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### **1.1.2.****                  AnnualMeeting**.  An annual meeting of thestockholders for the election of directors and for other business shall be heldon such date and at such time as may be fixed by the board of directors.

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### **1.1.3.****                  SpecialMeetings**.  Special meetings ofthe stockholders may be called at any time by the president, or the soledirector, or the holders of a majority of the outstanding shares of stock ofthe Company entitled to vote at the meeting.

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### **1.1.4.****                  Quorum**.  The presence, in person or by proxy, of theholders of a majority of the outstanding shares of stock of the Companyentitled to vote on a particular matter shall constitute a quorum for thepurpose of considering such matter.

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### **1.1.5.****                  VotingRights**.  Except as otherwiseprovided herein, in the certificate of incorporation or bylaws, everystockholder shall have the right at every meeting of stockholders to one votefor every share standing in the name of such stockholder on the books of theCompany which is entitled to vote at such meeting.  Every stockholder may vote either in personor by proxy.

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# **ARTICLE IIDIRECTORS**

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## **2.1.**                            **Numberand Term**.  The board ofdirectors shall have authority to (i) determine the number of directors toconstitute the board and (ii) fix the terms of office of the directors.

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## **2.2.**                            **Meetings**.

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### **2.2.1.****                  Place**.  Meetings of the board of directors shall beheld at such place as may be designated by the board or in the notice of themeeting.

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### **2.2.2.****                  RegularMeetings**.  Regular meetings ofthe board of directors shall be held at such times as the board maydesignate.  Notice of regular meetingsneed not be given.

 

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### **2.2.3.****                  SpecialMeetings**.  Special meetings ofthe board may be called by direction of the president or any two members of theboard on three days’ notice to each director, either personally or by mail,telegram or facsimile transmission.

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### **2.2.4.****                  Quorum**.  A majority of all the directors in officeshall constitute a quorum for the transaction of business at any meeting.

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### **2.2.5.****                  Voting**.  Except as otherwise provided herein, in thecertificate of incorporation or bylaws, the vote of a majority of the directorspresent at any meeting at which a quorum is present shall constitute the act ofthe board of directors.

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### **2.2.6.****                  Committees**.  The board of directors may, by resolutionadopted by a majority of the whole board, designate one or more committees,each committee to consist of one or more directors and such alternate members(also directors) as may be designated by the board.  Unless otherwise provided herein, in theabsence or disqualification of any member of a committee, the member or membersthereof present at any meeting and not disqualified from voting, whether or notsuch member or members constitute a quorum, may unanimously appoint anotherdirector to act at the meeting in the place of any such absent or disqualifiedmember.  Except as otherwise providedherein, in the certificate of incorporation or bylaws, any such committee shallhave and may exercise the powers of the full board of directors to the extentprovided in the resolution of the board directing the committee.

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# **ARTICLE IIIOFFICERS**

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## **3.1.**                            **Election**.  At its first meeting after each annualmeeting of the stockholders, the board of directors shall elect a president,treasurer, secretary and such other officers as it deems advisable.

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## **3.2.**                            **Authority,Duties and Compensation**. The officers shall have such authority, perform such duties and servefor such compensation as may be determined by resolution of the board ofdirectors.  Except as otherwise providedby board resolution, (i) the president shall be the chief executiveofficer of the Company, shall have general supervision over the business andoperations of the Company, may perform any act and execute any instrument forthe conduct of such business and operations and shall preside at all meetingsof the board and stockholders, (ii) the other officers shall have theduties customarily related to their respective offices, and (iii) any vicepresident, or vice presidents in the order determined by the board, shall inthe absence of the president have the authority and perform the duties of thepresident.

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# **ARTICLE IVINDEMNIFICATION**

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## **4.1.**                            **Right toIndemnification**.  TheCompany shall indemnify any person who was or is party or is threatened to bemade a party to any threatened, pending or completed action, suit

 

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## or proceeding, whether civil, criminal, administrative or investigative(a “proceeding”), by reason of the fact that such person is or was a directoror officer of the Company or a constituent corporation absorbed in aconsolidation or merger, or is or was serving at the request of the Company ora constituent corporation absorbed in a consolidation or merger, as a directoror officer of another corporation, partnership, joint venture, trust or otherenterprise, or is or was a director or officer of the Company serving at itsrequest as an administrator, trustee or other fiduciary of one or more of theemployee benefit plans of the Company or other enterprise, against expenses(including attorneys’ fees), liability and loss actually and reasonablyincurred or suffered by such person in connection with such proceeding, whetheror not the indemnified liability arises or arose from any threatened, pendingor completed proceeding by or in the right of the Company, except to the extentthat such indemnification is prohibited by applicable law.

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## **4.2.**                            **Advanceof Expenses**.  Expensesincurred by a director or officer of the Company in defending a proceedingshall be paid by the Company in advance of the final disposition of suchproceeding subject to the provisions of any applicable statute.

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## **4.3.****                            Procedurefor Determining Permissibility**. To determine whether any indemnification or advance of expenses underthis Article IV is permissible, the board of directors by a majority voteof a quorum consisting of directors not parties to such proceeding may, and onrequest of any person seeking indemnification or advance of expenses shall berequired to, determine in each case whether the applicable standards in anyapplicable statute have been met, or such determination shall be made byindependent legal counsel if such quorum is not obtainable, or, even ifobtainable, a majority vote of a quorum of disinterested directors so directs,provided that, if there has been a change in control of the Company between thetime of the action or failure to act giving rise to the claim forindemnification or advance of expenses and the time such claim is made, at theoption of the person seeking indemnification or advance of expenses, thepermissibility of indemnification or advance of expenses shall be determined byindependent legal counsel.  Thereasonable expenses of any director or officer in prosecuting a successfulclaim for indemnification, and the fees and expenses of any special legalcounsel engaged to determine permissibility of indemnification or advance ofexpenses, shall be borne by the Company.

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## **4.4.**                            **ContractualObligation**.  Theobligations of the Company to indemnify a director or officer under this Article IV,including the duty to advance expenses, shall be considered a contract betweenthe Company and such director or officer, and no modification or repeal of anyprovision of this Article IV shall affect, to the detriment of thedirector or officer, such obligations of the Company in connection with a claimbased on any act or failure to act occurring before such modification orrepeal.

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## **4.5.**                            **IndemnificationNot Exclusive; Inuring of Benefit**.  The indemnification and advance of expensesprovided by this Article IV shall not be deemed exclusive of any otherright to which one indemnified may be entitled under any statute, provision ofthe Certificate of Incorporation, these bylaws, agreement, vote of stockholdersor disinterested directors or otherwise, both as to action in such person’sofficial capacity and as to action in another capacity

 

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## while holding such office, and shall inure to the benefit of the heirs,executors and administrators of any such person.

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## **4.6.**                            **Insuranceand Other Indemnification**. The board of directors shall have the power to (i) authorize theCompany to purchase and maintain, at the Company’s expense, insurance on behalfof the Company and on behalf of others to the extent that power to do so hasnot been prohibited by statute, (ii) create any fund of any nature,whether or not under the control of a trustee, or otherwise secure any of itsindemnification obligations, and (iii) give other indemnification to theextent permitted by statute.

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# **ARTICLE VTRANSFER OF SHARE CERTIFICATES**

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Transfersof share certificates and the shares represented thereby shall be made on thebooks of the Company only by the registered holder or by duly authorizedattorney.  Transfers shall be made onlyon surrender of the share certificate or certificates.

 

# **ARTICLE VIAMENDMENTS**

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These bylaws may beamended or repealed at any regular or special meeting of the board of directorsby vote of a majority of all directors in office or at any annual or specialmeeting of stockholders by vote of holders of a majority of the outstandingstock entitled to vote.  Notice of anysuch annual or special meeting of stockholders shall set forth the proposedchange or a summary thereof.

 

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