**Exhibit3.12**

**BY-LAWS**

**OF**

**WII MERGERCORPORATION**

**A Delaware Corporation**

*(Adopted as of December4, 2006)*

ARTICLE I.

OFFICES

## Section 1.                                            RegisteredOffice. The registered office ofthe corporation in the State of Delaware shall be located at Delaware is160 Greentree Drive, Suite 101, in the City of Dover, County of Kent,19904.  The name of the corporation’s registered agent at such address shall beNational Registered Agents, Inc.  Theregistered office and/or registered agent of the corporation may be changedfrom time to time by action of the board of directors.

## Section 2.                                            OtherOffices. The corporation may also have offices at such other places, bothwithin and without the State of Delaware, as the board of directors may fromtime to time determine or the business of the corporation may require.

ARTICLE II.

MEETINGS OFSTOCKHOLDERS

## Section 1.                                            Placeand Time of Meetings. An annual meeting of the stockholders shall be heldeach year within one hundred twenty (120) days after the close of theimmediately preceding fiscal year of the corporation for the purpose ofelecting directors and conducting such other proper business as may come beforethe meeting. The date, time and place, if any, and/or the means of remotecommunication, of the annual meeting shall be determined by the president ofthe corporation; provided, that if the president does not act, the board ofdirectors shall determine the date, time and place, if any, and/or the means ofremote communication, of such meeting.

## Section 2.                                            SpecialMeetings. Special meetings of stockholders may be called for any purposeand may be held at such time and place, within or without the State ofDelaware, and/or by means of remote communication, as shall be stated in anotice of meeting or in a duly executed waiver of notice thereof. Such meetingsmay be called at any time by the board of directors or the president and shallbe called by the president upon the written request of holders of sharesentitled to cast not less than fifty percent of the votes at the meeting, suchwritten request shall state the purpose or purposes of the meeting and shall bedelivered to the president. On such written request, the president shall fix adate and time for such meeting within two days of the date requested for suchmeeting in such written request.

## Section 3.                                            Placeof Meetings. The board of directors may designate any place, either withinor without the State of Delaware, and/or by means of remote communication, asthe place 

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## of meeting for any annual meeting or for anyspecial meeting called by the board of directors. If no designation is made, orif a special meeting be otherwise called, the place of meeting shall be theprincipal executive office of the corporation.

## Section 4.                                            Notice.Whenever stockholders are required or permitted to take any action at ameeting, written or printed notice stating the place, if any, date and hour ofthe meeting, the means of remote communications, if any, by which stockholdersand proxy holders may be deemed to be present in person and vote at suchmeeting, and, in the case of special meetings, the purpose or purposes, of suchmeeting, shall be given to each stockholder entitled to vote at such meetingnot less than 10 nor more than 60 days before the date of the meeting. All suchnotices shall be delivered, either personally, by mail, or by a form ofelectronic transmission consented to by the stockholder to whom the notice isgiven, by or at the direction of the board of directors, the president or thesecretary, and if mailed, such notice shall be deemed to be delivered whendeposited in the United States mail, postage prepaid, addressed to thestockholder at his, her or its address as the same appears on the records ofthe corporation. If given by electronic transmission, such notice shall be deemedto be delivered (a) if by facsimile telecommunication, when directed to anumber at which the stockholder has consented to receive notice; (b) if byelectronic mail, when directed to an electronic mail address at which thestockholder has consented to receive notice; (c) if by a posting on anelectronic network together with separate notice to the stockholder of suchspecific posting, upon the later of 1) such posting and 2) the giving of suchseparate notice; and (4) if by any other form of electronic transmission, whendirected to the stockholder. My such consent shall be revocable by thestockholder by written notice to the corporation. Any such consent shall bedeemed revoked if (1) the corporation is unable to deliver by electronictransmission two consecutive notices given by the corporation in accordancewith such consent and (2) such inability becomes known to the secretary or anassistant secretary of the corporation or to the transfer agent. Attendance ofa person at a meeting shall constitute a waiver of notice of such meeting,except when the person attends for the express purpose of objecting at thebeginning of the meeting to the transaction of any business because the meetingis not lawfully called or convened.

## Section 5.                                            StockholdersList.  The officer having charge ofthe stock ledger of the corporation shall make, at least 10 days before everymeeting of the stockholders, a complete list of the stockholders entitled tovote at such meeting arranged in alphabetical order, showing the address ofeach stockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, forany purpose germane to the meeting, for a period of at least 10 days prior tothe meeting: (1) on a reasonably accessible electronic network, provided thatthe information required to gain access to such list is provided with thenotice of the meeting, and/or (ii) during ordinary business hours, at theprincipal place of business of the corporation. In the event that thecorporation determines to make the list available on an electronic network, thecorporation may take reasonable steps to ensure that such information isavailable only to stockholders of the corporation. If the meeting is to be heldat a place, then the list shall be produced and kept at the time and place ofthe meeting during the whole time thereof, and may be inspected by anystockholder who is present. If the meeting is to be held solely by means ofremote communication, then the list shall also be open to the examination ofany stockholder during the whole time of the meeting on a reasonably accessibleelectronic network, and the information required to access such list shall beprovided with the notice of the meeting.

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## Section 6.                                            Quorum.The holders of a majority of the outstanding shares of capital stock, presentin person or represented by proxy, shall constitute a quorum at all meetings ofthe stockholders, except as otherwise provided by statute or by the certificateof incorporation, if a quorum is not present, the holders of a majority of theshares present in person or represented by proxy at the meeting, and entitledto vote at the meeting, may adjourn the meeting to another time and/or place.When a quorum is once present to commence a meeting of stockholders, it is notbroken by the subsequent withdrawal of any stockholders or their proxies.

## Section 7.                                            AdjournedMeetings. When a meeting is adjourned to another time and place, noticeneed not be given of the adjourned meeting if the time and place, thereof, andthe means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjournedmeeting are announced at the meeting at which the adjournment is taken. At theadjourned meeting the corporation may transact any business which might havebeen transacted at the original meeting. If the adjournment is for more thanthirty days, or if after the adjournment a new record date is fixed for theadjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.

## Section 8.                                            VoteRequired. When a quorum is present, the affirmative vote of the majority ofshares present in person or represented by proxy at the meeting and entitled tovote on the subject matter shall be the act of the stockholders, unless thequestion is one upon which by express provisions of an applicable law or of thecertificate of incorporation a different vote is required, in which case suchexpress provision shall govern and control the decision of such question.

## Section 9.                                            VotingRights. Except as otherwise provided by the General Corporation Law of theState of Delaware or by the certificate of incorporation of the corporation orany amendments thereto and subject to Section 3 of Article VIhereof, every stockholder shall at every meeting of the stockholders beentitled to one vote in person or by proxy for each share of common stock heldby such stockholder.

## Section 10.                                      Proxies.Each stockholder entitled to vote at a meeting of stockholders or to expressconsent or dissent to corporate action in writing without a meeting mayauthorize another person or persons to act for such stockholder him or her byproxy, but no such proxy shall be voted or acted upon after three years fromits date, unless the proxy provides for a longer period.

## Section 11.                                      Actionby Written Consent. Unless otherwise provided in the certificate ofincorporation, any action required to be taken at any annual or special meetingof stockholders of the corporation, or any action which may be taken at anyannual or special meeting of such stockholders, may be taken without a meeting,without prior notice and without a vote, if a consent or consents in writing,setting forth the action so taken and bearing the dates of signature of thestockholders who signed the consent or consents, shall be signed by the holdersof outstanding stock having not less than the minimum number of votes thatwould be necessary to authorize or take such action at a meeting at which allshares entitled to vote thereon were present and voted and shall be deliveredto the corporation by delivery to its registered office in the state ofDelaware, or the corporation’s principal place of business, or an officer oragent of

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## the corporation having custody of the book orbooks in which proceedings of meetings of the stockholders are recorded.Delivery made to the corporation’s registered office shall be by hand or bycertified or registered mail, return receipt requested. All consents properlydelivered in accordance with this section shall be deemed to be recorded whenso delivered. No written consent shall be effective to take the corporateaction referred to therein unless, within sixty days of the earliest datedconsent delivered to the corporation as required by this section, writtenconsents signed by the holders of a sufficient number of shares to take suchcorporate action are so recorded. Prompt notice of the taking of the corporateaction without a meeting by less than unanimous written consent shall be givento those stockholders who have not consented in writing. Any action takenpursuant to such written consent or consents of the stockholders shall have thesame force and effect as if taken by the stockholders at a meeting thereof.

Any copy, facsimile orother reliable reproduction of a consent in writing may be substituted or usedin lieu of the original writing for any and all purposes for which the originalwriting could be used; provided that such copy, facsimile or other reproductionshall be a complete reproduction of the entire original writing.

## Section 12.                                      Actionby Telegram, Cablegram or Other Electronic Transmission Consent. Atelegram, cablegram or other electronic transmission consenting to an action tobe taken and transmitted by a stockholder or proxyholder, or by a person orpersons authorized to act for a stockholder or proxyholder, shall be deemed tobe written, signed and dated for the purposes of this section; provided that anysuch telegram, cablegram or other electronic transmission sets forth or isdelivered with information from which the corporation can determine (A) thatthe telegram, cablegram or other electronic transmission was transmitted by thestockholder or proxyholder or by a person or persons authorized to act for thestockholder or proxyholder and (B) the date on which such stockholder orproxyholder or authorized person or persons transmitted such telegram,cablegram or electronic transmission. The date on which such telegram,cablegram or electronic transmission is transmitted shall be deemed to be thedate on which such consent was signed. No consent given by telegram, cablegramor other electronic transmission shall be deemed to have been delivered untilsuch consent is reproduced in paper form and until such paper form shall bedelivered to the corporation by delivery to its registered office in the Stateof Delaware, its principal place of business or an officer or agent of thecorporation having custody of the book in which proceedings of meetings ofstockholders are recorded if, to the extent and in the manner provided byresolution of the board of directors of the corporation.

ARTICLE III.

DIRECTORS

## Section 1.                                            GeneralPowers. The business and affairs of the corporation shall be managed by orunder the direction of the board of directors.

## Section 2.                                            Number,Election and Term of Office. The number of directors which shall constitutethe first board shall be three (3). Thereafter, the number of directors shallbe established from time to time by resolution of the board. The directorsshall be elected by a plurality of the votes of the shares present in person orrepresented by proxy at the meeting and 

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## entitled to vote in the election ofdirectors. The directors shall be elected in this manner at the annual meetingof the stockholders, except as provided in Section 4 of this ArticleIII. Each director elected shall hold office until a successor is dulyelected and qualified or until his or her earlier death, resignation or removalas hereinafter provided.

## Section 3.                                            Removaland Resignation. Any director or the entire board of directors may beremoved at any time, with or without cause, by the holders of a majority of theshares then entitled to vote at an election of directors. Whenever the holdersof any class or series are entitled to elect one or more directors by theprovisions of the corporation’s certificate of incorporation, the provisions ofthis section shall apply, in respect to the removal without cause of a directoror directors so elected, to the vote of the holders of the outstanding sharesof that class or series and not to the vote of the outstanding shares as awhole. Any director may resign at any time upon notice given in writing or byelectronic transmission to the corporation.

## Section 4.                                            Vacancies.Vacancies and newly created directorships resulting from any increase in theauthorized number of directors may be filled by a majority of the directorsthen in office, though less than a quorum, or by a sole remaining director.Each director so chosen shall hold office until a successor is duly elected andqualified or until his or her earlier death, resignation or removal as hereinprovided.

## Section 5.                                            AnnualMeetings. The annual meeting of each newly elected board of directors shallbe held without other notice than this by-law immediately after, and at thesame place, if any, as the annual meeting of stockholders.

## Section 6.                                            OtherMeetings and Notice. Regular meetings, other than the annual meeting, ofthe board of directors may be held without notice at such time and at suchplace, if any, as shall from time to time be determined by resolution of theboard. Special meetings of the board of directors may be called by or at therequest of the president on at least 24 hours notice to each director, eitherpersonally, by telephone, by mail, telegraph, and/or by electronictransmission; in like manner and on like notice the Ranking Officer must call aspecial meeting on the written request of at least two of the directors.

## Section 7.                                            Quorum,Required Vote and Adjournment. A majority of the total number of directorsshall constitute a quorum for the transaction of business. The vote of amajority of directors present at a meeting at which a quorum is present shallbe the act of the board of directors. If a quorum shall not be present at anymeeting of the board of directors, the directors present thereat may adjournthe meeting from time to time, without notice other than announcement at themeeting, until a quorum shall be present.

## Section 8.                                            Committees.The board of directors may, by resolution passed by a majority of the wholeboard, designate one or more committees, each committee to consist of one ormore of the directors of the corporation, which to the extent provided in suchresolution or these bylaws shall have and may exercise the powers of the boardof directors in the management and affairs of the corporation except asotherwise limited by law The board of directors may designate one or moredirectors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee. Such committee orcommittees shall have such name or names as may be determined from time to timeby resolution adopted by 

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## the board of directors. Each committee shallkeep regular minutes of its meetings and report the same to the board ofdirectors when required.

## Section 9.                                            CommitteeRules. Each committee of the board of directors may fix its own rules ofprocedure and shall hold its meetings as provided by such rules, except as mayotherwise be provided by a resolution of the board of directors designatingsuch committee. In the event that a member and that member’s alternate, ifalternates are designated by the board of directors as provided in Section 8of this Article III, of such committee is or are absent or disqualified,the member or members thereof present at any meeting and not disqualified fromvoting, whether or not such member or members constitute a quorum, may unanimouslyappoint another member of the board of directors to act at the meeting in placeof any such absent or disqualified member.

## Section 10.                                      CommunicationsEquipment. Members of the board of directors or any committee thereof mayparticipate in and act at any meeting of such board or committee by means ofconference telephone or other communications equipment by means of which allpersons participating in the meeting can hear each other, and participation inthe meeting pursuant to this section shall constitute presence in person at themeeting.

## Section 11.                                      Waiverof Notice and Presumption of Assent. Any member of the board of directorsor any committee thereof who is present at a meeting shall be conclusivelypresumed to have waived notice of such meeting except when such member attendsfor the express purpose of objecting at the beginning of the meeting to thetransaction of any business because the meeting is not lawfully called orconvened. Such member shall be conclusively presumed to have assented to any actiontaken unless his or her dissent shall be entered in the minutes of the meetingor unless his or her written dissent to such action shall be filed with theperson acting as the secretary of the meeting before the adjournment thereof orshall be forwarded by registered mail to the secretary of the corporationimmediately after the adjournment of the meeting. Such right to dissent shallnot apply to any member who voted in favor of such action.

## Section 12.                                      Actionby Written Consent. Unless otherwise restricted by the certificate ofincorporation, any action required or permitted to be taken at any meeting ofthe board of directors, or of any committee thereof, may be taken without ameeting if all members of the board or committee, as the case may be, consentthereto in writing or by electronic transmission, and the writing or writingsor electronic transmission or transmissions are filed with the minutes ofproceedings of the board, or committee. Such filing shall be in paper form ifthe minutes are maintained in paper form and shall be in electronic form if theminutes are maintained in electronic form.

ARTICLE IV.

OFFICERS

## Section 1.                                            Number.The officers of the corporation shall be elected by the board of directors andshall consist of a chief executive officer, a president, one or morevice-presidents, a chief financial officer, a secretary, a treasurer, and suchother officers and assistant officers as may be deemed necessary or desirableby the board of directors. Any number of offices may be 

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## held by the same person In its discretion,the board of directors may choose not to fill any office for any period as itmay deem advisable, except that the offices of president and secretary shall befilled as expeditiously as possible.

## Section 2.                                            Electionand Term of Office. The officers of the corporation shall be electedannually by the board of directors at its first meeting held after each annualmeeting of stockholders or as soon thereafter as conveniently may be. Vacanciesmay be filled or new offices created and filled at any meeting of the board ofdirectors. Each officer shall hold office until a successor is duly elected andqualified or until his or her earlier death, resignation or removal ashereinafter provided.

## Section 3.                                            Removal.Any officer or agent elected by the board of directors may be removed by theboard of directors whenever in its judgment the best interests of thecorporation would be served thereby, but such removal shall be withoutprejudice to the contract rights, if any, of the person so removed.

## Section 4.                                            Vacancies.Any vacancy occurring in any office because of death, resignation, removal,disqualification or otherwise, may be filled by the board of directors for theunexpired portion of the term by the board of directors then in office.

## Section 5.                                            Compensation.Compensation of all officers shall be fixed by the board of directors, and noofficer shall be prevented from receiving such compensation by virtue of his orher also being a director of the corporation.

## Section 6.                                            ThePresident. The president shall be the chief executive officer of thecorporation; shall preside at all meetings of the stockholders and board ofdirectors at which he or she is present; subject to the powers of the board ofdirectors, shall have general charge of the business, affairs and property ofthe corporation, and control over its officers, agents and employees; and shallsee that all orders and resolutions of the board of directors are carried intoeffect. The president shall execute bonds, mortgages and other contractsrequiring a seal, under the seal of the corporation, except where required orpermitted by law to be otherwise signed and executed and except where thesigning and execution thereof shall be expressly delegated by the board ofdirectors to some other officer or agent of the corporation. The presidentshall have such other powers and perform such other duties as may be prescribedby the board of directors or as may be provided in these by-laws.

## Section 7.                                            ChiefFinancial Officer. The chief financial officer of the corporation shall,under the direction of the chief executive officer, be responsible for allfinancial and accounting matters and for the direction of the offices oftreasurer and controller. The chief financial officer shall have such otherpowers and perform such other duties as may be prescribed by the chairman ofthe board, the chief executive officer or the board of directors or as may beprovided in these by-laws.

## Section 8.                                            Vice-presidents.The vice-president, or if there shall be more than one, the vice-presidents inthe order determined by the board of directors, shall, in the absence ordisability of the president, act with all of the powers and be subject to allthe restrictions of the 

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## president. The vice-presidents shall alsoperform such other duties and have such other powers as the board of directors,the president or these by-laws may, from time to time, prescribe.

## Section 9.                                            TheSecretary and Assistant Secretaries. The secretary shall attend allmeetings of the board of directors, all meetings of the committees thereof andall meetings of the stockholders and record all the proceedings of the meetingsin a book or books to be kept for that purpose. Under the president’ssupervision, the secretary shall give, or cause to be given, all noticesrequired to be given by these by-laws or by law; shall have such powers andperform such duties as the board of directors, the president or these by-lawsmay, from time to time, prescribe; and shall have custody of the corporate sealof the corporation. The secretary, or an assistant secretary, shall haveauthority to affix the corporate seal to any instrument requiring it and whenso affixed, it may be attested by his or her signature or by the signature ofsuch assistant secretary. The board of directors may give general authority toany other officer to affix the seal of the corporation and to attest theaffixing by his or her signature. The assistant secretary, or if there be morethan one, the assistant secretaries in the order determined by the board ofdirectors, shall, in the absence or disability of the secretary, perform theduties and exercise the powers of the secretary and shall perform such otherduties and have such other powers as the board of directors, the president, orsecretary may, from time to time, prescribe.

## Section 10.*                                     *TheTreasurer and Assistant Treasurer. The treasurer shall have the custody ofthe corporate funds and securities; shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the corporation; shall depositall monies and other valuable effects in the name and to the credit of thecorporation as may be ordered by the board of directors; shall cause the fundsof the corporation to be disbursed when such disbursements have been dulyauthorized, taking proper vouchers for such disbursements; and shall render tothe president and the board of directors, at its regular meeting or when theboard of directors so requires, an account of the corporation; shall have suchpowers arid perform such duties as the board of directors, the president orthese by-laws may, from time to time, prescribe. If required by the board ofdirectors, the treasurer shall give the corporation a bond (which shall berendered every six years) in such sums and with such surety or sureties asshall be satisfactory to the board of directors for the faithful performance ofthe duties of the office of treasurer and for the restoration to thecorporation, in case of death, resignation, retirement, or removal from office,of all books, papers, vouchers, money, and other property of whatever kind inthe possession or under the control of the treasurer belonging to thecorporation. The assistant treasurer, or if there shall be more than one, theassistant treasurers in the order determined by the board of directors, shallin the absence or disability of the treasurer, perform the duties and exercisethe powers of the treasurer. The assistant treasurers shall perform such otherduties and have such other powers as the board of directors, the president ortreasurer may, from time to time, prescribe.

## Section 11.                                      OtherOfficers, Assistant Officers and Agents. Officers, assistant officers andagents, if any, other than those whose duties are provided for in these by-laws,shall have such authority and perform such duties as may from time to time beprescribed by resolution of the board of directors.

## Section 12.                                      Absenceor Disability of Officers. In the case of the absence or disability of anyofficer of the corporation and of any person hereby authorized to act in suchofficer’s place during such officer’s absence or disability, the board ofdirectors may by resolution 

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## delegate the powers and duties of suchofficer to any other officer or to any director, or to any other person whom itmay select.

ARTICLE V.

INDEMNIFICATION OFOFFICERS. DIRECTORS AND OTHERS

## Section 1.                                            Natureof Indemnity. Each person who was or is made a party or is threatened to bemade a party to or is involved in any action, suit or proceeding, whethercivil, criminal, administrative or investigative (hereinafter a “proceeding”),by reason of the fact that he or she, is or was a director or officer, of thecorporation or is or was serving at the request of the corporation as adirector, officer, employee, fiduciary, or agent of another corporation or of apartnership, joint venture, trust or other enterprise, may be indemnified andheld harmless by the corporation to the fullest extent which it is empowered todo so by the General Corporation Law of the State of Delaware, as the sameexists or may hereafter be amended against all expense, liability and loss(including attorneys’ fees actually and reasonably incurred by such person inconnection with such proceeding) The corporation may, by action of its board ofdirectors, provide indemnification to employees and agents of the corporationwith the same scope and effect as the foregoing indemnification of directorsand officers.

## Section 2.                                            Procedurefor Indemnification of Directors and Officers. Any indemnification of adirector or officer of the corporation under Section 1 of this ArticleV or advance of expenses under Section 5 of this Article Vshall be made promptly, and in any event within 30 days, upon the writtenrequest of the director or officer. If a determination by the corporation thatthe director or officer is entitled to indemnification pursuant to this ArticleV is required, and the corporation fails to respond within sixty days to awritten request for indemnity, the corporation shall be deemed to have approvedthe request. If the corporation denies a written request for indemnification oradvancing of expenses, in whole or in part, or if payment in full pursuant tosuch request is not made within 30 days, the right to indemnification or advancesas granted by this Article V shall be enforceable by the director orofficer in any court of competent jurisdiction. Such person’s costs andexpenses incurred in connection with successfully establishing his or her rightto indemnification, in whole or in part, in any such action shall also beindemnified by the corporation. It shall be a defense to any such action (otherthan an action brought to enforce a claim for expenses incurred in defendingany proceeding in advance of its final disposition where the requiredundertaking, if any, has been tendered to the corporation) that the claimanthas not met the standards of conduct which make it permissible under theGeneral Corporation Law of the State of Delaware for the corporation toindemnify the claimant for the amount claimed but the burden of such defenseshall be on the corporation. Neither the failure of the corporation (includingits board of directors, independent legal counsel, or its stockholders) to havemade a determination prior to the commencement of such action thatindemnification of the claimant is proper in the circumstances because he orshe has met the applicable standard of conduct set forth in the GeneralCorporation Law of the State of Delaware, nor an actual determination by the corporation(including its board of directors, independent legal counsel, or itsstockholders) that the claimant has not met such applicable standard ofconduct, shall be a defense to the action or create a presumption that theclaimant has not met the applicable standard of conduct.

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## Section 3.                                            ArticleNot Exclusive. The rights to indemnification and the payment of expensesincurred in defending a proceeding in advance of its final dispositionconferred in this Article V shall not be exclusive of any other rightwhich any person may have or hereafter acquire under any statute, provision ofthe certificate of incorporation, by-law, agreement, vote of stockholders ordisinterested directors or otherwise.

## Section 4.                                            Insurance.The corporation may purchase and maintain insurance on its own behalf and onbehalf of any person who is or was a director, officer, employee, fiduciary, oragent of the corporation or was serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any liability asserted against himor her and incurred by him or her in any such capacity, whether or not thecorporation would have the power to indemnify such person against such liabilityunder this Article V.

## Section 5.                                            Expenses.Expenses incurred by any person described in Section 1 of this ArticleV in defending a proceeding shall be paid by the corporation in advance ofsuch proceeding’s final disposition upon receipt of an undertaking by or onbehalf of the director or officer to repay such amount if it shall ultimatelybe determined that he or she is not entitled to be indemnified by thecorporation. Such expenses incurred by other employees and agents may be sopaid upon such terms and conditions, if any, as the board of directors deemsappropriate.

## Section 6.                                            Employeesand Agents. Persons who are not covered by the foregoing provisions of thisArticle V and who are or were employees or agents of the corporation, orwho are or were serving at the request of the corporation as employees oragents of another corporation, partnership, joint venture, trust or otherenterprise, may be indemnified to the extent authorized at any time on fromtime to time by the board of directors.

## Section 7.                                            ContractRights. The provisions of this Article V shall be deemed to be acontract right between the corporation and each director or officer who servesin any such capacity at any time while this Article V and the relevantprovisions of the General Corporation Law of the State of Delaware or otherapplicable law are in effect, and any repeal or modification of this ArticleV or any such law shall not affect any rights or obligations then existingwith respect to any state of facts or proceeding then existing.

## Section 8.                                            Mergeror Consolidation. For purposes of this Article V, references to “thecorporation” shall include, in addition to the resulting corporation; anyconstituent corporation (including any constituent of a constituent) absorbedin a consolidation or merger which, if its separate existence had continued,would have had power and authority to indemnify its directors, officers, andemployees or agents, so that any person who is or was a director, officer,employee or agent of such constituent corporation, or is or was serving at therequest of such constituent corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or otherenterprise, shall stand in the same position under this Article V withrespect to the resulting or surviving corporation as he or she would have withrespect to such constituent corporation if its separate existence hadcontinued.

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ARTICLE VI.

CERTIFICATES OFSTOCK

## Section 1.                                            Form.Every holder of stock in the corporation shall be entitled to have acertificate, signed by, or in the name of the corporation by the president or avice-president and the secretary or an assistant secretary of the corporation,certifying the number of shares owned by such holder in the corporation. Ifsuch a certificate is countersigned (1) by a transfer agent or an assistanttransfer agent other than the corporation or its employee or (2) by aregistrar, other than the corporation or its employee, the signature of anysuch president, vice-president, secretary, or assistant secretary may befacsimiles. In case any officer or officers who have signed, or whose facsimilesignature or signatures have been used on, any such certificate or certificatesshall cease to be such officer or officers of the corporation whether becauseof death, resignation or otherwise before such certificate or certificates havebeen delivered by the corporation, such certificate or certificates maynevertheless be issued and delivered as though the person or persons who signedsuch certificate or certificates or whose facsimile signature or signatureshave: been used thereon had not ceased to be such officer or officers of thecorporation. All certificates for shares shall be consecutively numbered orotherwise identified. The name of the person to whom the shares representedthereby are• issued, with the number of shares and date of issue, shall beentered on the books of the corporation. Shares of stock of the corporationshall only be transferred on the books of the corporation by the holder ofrecord thereof or by such holder’s attorney duly authorized in writing, uponsurrender to the corporation of the certificate or certificates for such sharesendorsed by the appropriate person or persons, with such evidence of the authenticityof such endorsement, transfer, authorization, and other matters as thecorporation may reasonably require, and accompanied by all necessary stocktransfer stamps. In that event, it shall be the duty of the corporation toissue a new certificate to the person entitled thereto, cancel the oldcertificate or certificates, and record the transaction on its books. The boardof directors may appoint a bank or trust company organized under the laws ofthe United States or any state thereof to act as its transfer agent orregistrar, or both in connection with the transfer of any class or series ofsecurities of the corporation.

## Section 2.                                            LostCertificates. The board of directors may direct a new certificate orcertificates to be issued in place of any certificate or certificatespreviously issued by the corporation alleged to have been lost, stolen, ordestroyed, upon the making of an affidavit of that fact by the person claimingthe certificate of stock to be lost, stolen, or destroyed. When authorizingsuch issue of a new certificate or certificates, the board of directors may, inits discretion and as a condition precedent to the issuance thereof, requirethe owner of such lost, stolen, on destroyed certificate or certificates, orhis or her legal representative, to give the corporation a bond sufficient toindemnify the corporation against any claim that may be made against thecorporation on account of the loss, theft or destruction of any suchcertificate or the issuance of such new certificate.

## Section 3.                                            Fixinga Record Date for Stockholder Meetings. In order that the corporation maydetermine the stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, the board of directors may fix arecord date, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the board of directors, andwhich record date shall not be more than sixty nor less than ten 

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## days before the date of such meeting. If norecord date is fixed by the board of directors, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholdersshall be the dose of business on the next day preceding the day on which noticeis given, or if notice is waived, at the close of business on the day nextpreceding the day on which the meeting is held. A determination of stockholdersof record entitled to notice of or to vote at a meeting of stockholders shallapply to any adjournment of the meeting; provided, however, that the board ofdirectors may fix a new record date for the adjourned meeting.

## Section 4.                                            Fixinga Record Date for Action by Written Consent. In order that the corporationmay determine the stockholders entitled to consent to corporate action in writingwithout a meeting, the board of directors may fix a record date, which recorddate shall not precede the date upon which the resolution fixing the recorddate is adopted by the board of directors, and which date shall not be morethan ten days after the date upon which the resolution fixing the record dateis adopted by the board of directors. If no record date has been fixed by theboard of directors, the record date for determining stockholders entitled toconsent to corporate action in writing without a meeting, when no prior actionby the board of directors is required by statute, shall be the first date onwhich a signed written consent setting forth the action taken or proposed to betaken is delivered to the corporation by delivery to its registered office inthe State of Delaware, its principal place of business, or an officer or agentof the corporation having custody of the book in which proceedings of meetingsof stockholders are recorded. Delivery made to the corporation’s registeredoffice shall be by hand or by certified or registered mail, return receiptrequested. If no record date has been fixed by the board of directors and prioraction by the board of directors is required by statute, the record date fordetermining stockholders entitled to consent to corporate action in writingwithout a meeting shall be at the close of business on the day on which theboard of directors adopts the resolution taking such prior action.

## Section 5.                                            Fixinga Record Date for Other Purposes. In order that the corporation maydetermine the stockholders entitled to receive payment of any dividend or otherdistribution or allotment or any rights or the stockholders entitled toexercise any rights in respect of any change, conversion or exchange of stock,or for the purposes of any other lawful action, the board of directors may fixa record date, which record date shall not precede the date upon which theresolution fixing the record date is adopted, and which record date shall benot more than sixty days prior to such action. If no record date is fixed, therecord date for determining stockholders for any such purpose shall be at theclose of business on the day on which the board of directors adopts theresolution relating thereto.

## Section 6.                                            RegisteredStockholders. Prior to the surrender to the corporation of the certificateor certificates for a share or shares of stock with a request to record thetransfer of such share or shares, the corporation may treat the registeredowner as the person entitled to receive dividends, to vote, to receivenotifications, and otherwise to exercise all the rights and powers of an owner.The corporation shall not be bound to recognize any equitable or other claim toor interest in such share or shares on the part of any other person, whether ornot it shall have express or other notice thereof.

## Section 7.                                            Subscriptionsfor Stock. Unless otherwise provided for in the subscription agreement,subscriptions for shares shall be paid in full at such time, or in suchinstallments and 

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## at such times, as shall be determined by theboard of directors. Any call made by the board of directors for payment onsubscriptions shall be uniform as to all shares of the same class or as to allshares of the same series. In case of default in the payment of any installmentor call when such payment is due, the corporation may proceed to collect theamount due in the same manner as any debt due the corporation.

ARTICLE VII.

GENERAL PROVISIONS

## Section 1.                                            Dividends.Dividends upon the capital stock of the corporation, subject to the provisionsof the certificate of incorporation, if any, may be declared by the board ofdirectors at any regular or special meeting, pursuant to law. Dividends may bepaid in cash, in property, or in shares of the capital stock, subject to theprovisions of the certificate of incorporation. Before payment of any dividend,there may be set aside out of any funds of the corporation available fordividends such sum or sums as the directors from time to time in their absolutediscretion, think proper as a reserve or reserves to meet contingencies, or forequalizing dividends, or for repairing or maintaining any property of thecorporation, or any other purpose and the directors may modify or abolish anysuch reserve in the manner in which it was created.

## Section 2.                                            Checks,Drafts or Orders. All checks, drafts, or other orders for the payment ofmoney by or to the corporation and all notes and other evidences ofindebtedness issued in the name of the corporation shall be signed by such officeror officers, agent or agents of the corporation, and in such manner, as shallbe determined by resolution of the board of directors or a duly authorizedcommittee thereof.

## Section 3.                                            Contracts.The board of directors may authorize any officer or officers, or any agent oragents, of the corporation to enter into any contract or to execute and deliverany instrument in the name of and on behalf of the corporation, and suchauthority may be general or confined to specific instances.

## Section 4.                                            Loans.The corporation may lend money to, or guarantee any obligation of, or otherwiseassist any officer or other employee of the corporation or of its subsidiary,including any officer or employee who is a director of the corporation or itssubsidiary, whenever, in the judgment of the directors, such loan, guaranty orassistance may reasonably be expected to benefit the corporation. The loan,guaranty or other assistance may be with or without interest, and may beunsecured, or secured in such manner as the board of directors shall approve,including, without limitation, a pledge of shares of stock of the corporation.Nothing in this section contained shall be deemed to deny, limit or restrictthe powers of guaranty or warranty of the corporation at common law or underany statute.

## Section 5.                                            FiscalYear. The fiscal year of the corporation shall be fixed by resolution ofthe board of directors.

## Section 6.                                            CorporateSeal. The board of directors shall provide a corporate seal which shall bein the form of a circle and shall have inscribed thereon the name of the 

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## corporation and the words “Corporate Seal,Delaware”. The seal may be used by causing it or a facsimile thereof to beimpressed or affixed or reproduced or otherwise.

## Section 7.                                            VotingSecurities Owned By Corporation. Voting securities in any other corporationheld by the corporation shall be voted by the president, unless the board ofdirectors specifically confers authority to vote with respect thereto, whichauthority may be general or confined to specific instances, upon some otherperson or officer. Any person authorized to vote securities shall have thepower to appoint proxies, with general power of substitution.

## Section 8.                                            Inspectionof Books and Records. Any stockholder of record, in person or by attorneyor other agent, shall, upon written demand under oath stating the purposethereof, have the right during the usual hours for business to inspect for anyproper purpose the corporation’s stock ledger, a list of its stockholders, andits other books and records, and to make copies or extracts therefrom. A properpurpose shall mean any purpose reasonably related to such person’s interest asa stockholder. In every instance where an attorney or other agent shall be theperson who seeks the right to inspection, the demand under oath shall beaccompanied by a power of attorney or such other writing which authorizes theattorney or other agent to so act on behalf of the stockholder. The demandunder oath shall be directed to the corporation at its registered office in theState of Delaware or at its principal place of business.

## Section 9.                                            SectionHeading. Section headings in these by-laws are for convenience of referenceonly and shall not be given any substantive effect in limiting or otherwiseconstruing any provision herein.

## Section 10.                                      InconsistentProvisions. In the event that any provision of these by-laws is or becomesinconsistent with any provision of the certificate of incorporation, theGeneral Corporation Law of the State of Delaware or any other applicable law,the provision of these bylaws shall not be given any effect to the extent ofsuch inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII.

AMENDMENTS

These by-laws may beamended, altered, or repealed and new by-laws adopted at any meeting of theboard of directors by a majority vote. The fact that the power to adopt, amend,alter, or repeal the by-laws has been conferred upon the board of directorsshall not divest the stockholders of the same powers.

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