**Exhibit 3.2(a)**

 

BY-LAWS 

OF

NORTH ATLANTIC HOLDING COMPANY, INC. 

(a Delaware corporation) 

 

ARTICLE I 

 

Stockholders 

 

SECTION 1. Annual Meetings. The annual meeting of stockholders for theelection of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

 

SECTION 2. Special Meetings. Special meetings ofstockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to voteat the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office ofthe Corporation. 

 

SECTION 3. Notice of Meetings. Writtennotice of all meetings of the stockholders shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which themeeting is to be held. 

 

SECTION 4. Stockholder Lists.The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, andshowing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the citywhere the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting duringthe whole time thereof, and may be inspected by any stockholder who is present. 

 

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy atany meeting of stockholders. 

 

SECTION 5. Quorum. Exceptas otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares ofthe capital stock of the Corporation entitled to vote at the 

 

meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law orthe Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present orrepresented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder. 

 

SECTION 6. Organization. Meetings of stockholders shall be presidedover by the Chairman, if any, or if none or in the Chairman’s absence the President, if any, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholdersentitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor anAssistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting. 

 

SECTION 7. Voting; Proxies; Required Vote. (a) At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxyappointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longerperiod), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixedpursuant to these By-laws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall beauthorized by a majority of the votes cast. 

 

(b) Any actionrequired or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, settingforth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the Corporation having a majority of votes that would be necessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall begiven to those stockholders who have not consented in writing. 

 

SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not soappointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy 

 

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may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any,before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shalldetermine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hearand determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to allstockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of anyfact found by such inspector or inspectors. 

 

ARTICLE II

 

Board of Directors 

 

SECTION 1. General Powers. The business, property and affairs of theCorporation shall be managed by, or under the direction of, the Board of Directors. 

 

SECTION 2. Qualification; Number; Term; Remuneration. (a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State ofDelaware. The number of directors constituting the entire Board shall be fixed from time to time by action of the stockholders or Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman but the number ofdirectors shall not be less than one (1) and initially shall be two (2). The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies. 

 

(b) Directors who are elected at an annual meeting of stockholders, anddirectors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation orremoval. 

 

(c) Directors may be paid their expenses, if any, ofattendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in anyother capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. 

 

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum. Amajority of the directors present, whether or not a quorum is present, may adjourn a meeting from 

 

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time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall bethe act of the Board of Directors. 

 

SECTION 4. Places ofMeetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

 

SECTION 5. Annual Meeting. Following the annual meetingof stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediatelyafter the annual meeting of stockholders at the same place at which such stockholders’ meeting is held. 

 

SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall fromtime to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors. 

 

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairmanof the Board, Chief Executive Officer or by a majority of the directors then in office. 

 

SECTION 8. Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two daysbefore the special meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting. 

 

SECTION 9. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in theChairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairmanchosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act assecretary. 

 

SECTION 10. Resignation. Any director mayresign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the Chief Executive Officer, President or Secretary, unless otherwise specified in the resignation. Any or all of the directorsmay be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors. 

 

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SECTION 11. Vacancies. Unless otherwise provided in these By-laws, vacancies on the Board ofDirectors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum,or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors. 

 

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without ameeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors. 

 

ARTICLE III 

 

Committees 

 

SECTION 1. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall havepowers as shall be determined and specified by the Board of Directors in the resolution of appointment. 

 

SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided bysuch rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and inevery case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall bereported to the Board of Directors. 

 

SECTION 3. Action byWritten Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writingsare filed with the minutes of proceedings of the committee. 

 

SECTION 4. Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors. 

 

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ARTICLE IV 

 

Officers 

 

SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a Chief ExecutiveOfficer, a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such Assistant Secretaries, suchAssistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these By-laws and as may be assigned by the Board of Directors or the President. Anytwo or more offices may be held by the same person except the offices of President and Secretary. 

 

SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have beenelected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Boardof Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide. 

 

SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and suchresignation shall take effect upon receipt thereof by the Chief Executive Officer, President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of amajority of the entire Board. 

 

SECTION 4. Chairman of theBoard. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. 

 

SECTION 5. Chief Executive Officer. The Chief Executive Officer of theCorporation shall have such duties as customarily pertain to that office and as may be assigned from time to time by the Board of Directors. The Chief Executive Officer shall have general management and supervision of the property, business andaffairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligationsand instruments. 

 

SECTION 6. President. The Presidentshall have such duties as customarily pertain to that office and as may be assigned from time to time by the Board of Directors and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations andinstruments. 

 

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SECTION 7. Vice-President. A Vice-President may execute and deliver in the name of the Corporationcontracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President. 

 

SECTION 8. Treasurer. The Treasurer shall in general have all dutiesincident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President. 

 

SECTION 9. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may beassigned by the Board of Directors or the President. 

 

SECTION10. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe. 

 

ARTICLE V 

 

Books and Records 

 

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as theBoard of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when theyrespectively became the owners of record thereof shall be kept by the Secretary as prescribed in the By-laws and by such officer or agent as shall be designated by the Board of Directors. 

 

SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personallyor mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation. 

 

SECTION 3. Fixing Date for Determination of Stockholders of Record. (a) In order that the Corporation may determine the stockholders entitled tonotice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board ofDirectors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at ameeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determinationof stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, 

 

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however, that the Board of Directors may fix a new record date for the adjourned meeting. 

 

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing withouta meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which date shall not be more than 10 days after the dateupon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writingwithout a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to itsregistered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registeredoffice shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record date for determiningstockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. 

 

(c) In order that the Corporation may determine the stockholders entitled toreceive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Boardof Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted and which record date shall be not more than 60 days prior to such action. If no record date is fixed, therecord date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. 

 

ARTICLE VI 

 

Certificates Representing Stock 

 

SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors ofthe Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificateis surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have acertificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant 

 

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Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may befacsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it maybe issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue,shall be entered on the books of the Corporation. 

 

SECTION 2.Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of recordthereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon. 

 

SECTION 3. Fractional Shares. The Corporation may, but shall not berequired to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions aredetermined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder toany rights of a stockholder except as therein provided. 

 

TheBoard of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation. 

 

SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation mayissue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legalrepresentative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such newcertificate. 

 

ARTICLE VII 

 

Dividends 

 

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full powerto determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall restwholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or 

 

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pay any part of such funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of anyfunds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing ormaintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which itwas created. 

 

ARTICLE VIII 

 

Ratification 

 

Any transaction, questioned in any law suit on the ground of lack ofauthority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by theBoard of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders andshall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction. 

 

ARTICLE IX 

 

Corporate Seal 

 

The corporate seal shall haveinscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving,lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile orother reproduction of said corporate seal. 

 

ARTICLE X

 

Fiscal Year 

 

The fiscal year of the Corporation shall be fixed, and shall be subject tochange, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year. 

 

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ARTICLE XI 

 

Waiver of Notice 

 

Whenever notice is required to be given by these By-laws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the personor persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. 

 

ARTICLE XII 

 

Bank Accounts, Drafts, Contracts, Etc. 

 

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financialofficer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary orappropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer. 

 

SECTION 2. Contracts. The Board of Directors may authorize any personor persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

 

SECTION 3. Proxies; Powers of Attorney; OtherInstruments. The Chairman, the Chief Executive Officer or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation inconnection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the Chief Executive Officer or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf ofthe Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock atany such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person. 

 

SECTION 4. Financial Reports. The Board of Directors may appoint theprimary financial officer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which maybe required by any provision of law. 

 

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ARTICLE XIII 

 

Amendments 

 

The Board of Directors shall have power to adopt, amend or repeal By-laws. By-laws adopted by the Board of Directors may be repealed or changed, and newBy-laws made, by the stockholders, and the stockholders may prescribe that any By-law made by them shall not be altered, amended or repealed by the Board of Directors. 

 

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