**EXHIBIT 3.1**

Amended and Restated 

By-Laws 

of 

BTU International, Inc. 

Section 1. CERTIFICATE OF INCORPORATION 

AND BY-LAWS 

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to the certificate of incorporationand by-laws mean the provisions of the certificate of incorporation and the by-laws as from time to time in effect. 

Section 2.STOCKHOLDERS 

2.1. Annual Meeting. The annual meeting of stockholders shall be held at such date and time as shall bedesignated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may be specified by thepresident or by a majority of the directors then in office and of which notice was given in the notice of the meeting. 

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the president or by the board of directors. Business transacted at any special meeting shall be limited to the purpose stated in thenotice. 

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purposeshall be held at such place within or without the State of Delaware as may be determined from time to time by the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated inthe vote of adjournment. 

2.4. Remote Communication. For the purposes of these by-laws, if authorized by the board of directorsin its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication: (a) participatein a meeting of stockholders and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication. 

2.5. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, if any, dayand hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, and the means of remote communication, if any, by which stockholders or proxyholders may be deemed to be present and vote at such meeting, shall begiven not less then ten nor more than sixty days before the 

meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, isentitled to notice. Notice to stockholders may be given in writing or by electronic transmission as permitted in this Section 2.5. If given in writing, notice may be given personally to each stockholder by leaving such notice with him or at hisresidence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary or byan officer or person designated by the board of directors. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which theadjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the mannerheretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice or waiver by electronic transmission, executed or sent before or after the meeting or suchadjourned session by such stockholder is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully calledor convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice or waiver by electronic transmission. 

Any notice to stockholders given by the corporation shall be effective if given by a form of electronic transmission to which the stockholder to whom thenotice is given has consented. 

2.6. Nomination of Directors. Only persons who are nominated in accordance with the followingprocedures shall be eligible for election as directors at any annual meeting of stockholders. Nominations of persons for election as directors may be made only by or at the direction of the board of directors, or in compliance with the noticeprocedures set forth in this Section 2.6 by a stockholder entitled to vote for the election of directors at the meeting. Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timelynotice in writing to the chairman of the board, if any, the president or the secretary. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the corporation by the close ofbusiness on the Advance Notice Date. For the purposes of these by-laws, the “Advance Notice Date” shall be one of the following: 

(a) the date not less than 45 or more than 75 days before the anniversary date of the prior year’s annual meeting, if (i) there was an annual meeting in the prior year and (ii) the date of the current year’s annualmeeting is not more than 30 days before or after the anniversary date of the prior year’s annual meeting; or 

 

-2- 

(b) if clause (a) does not apply, the date 90 days prior to the date of the currentyear’s annual meeting or the 10th day following the day on which public announcement of the date of the current year’s annual meeting is given or made. 

Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residenceaddress of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the corporation that are beneficially owned by the person and (iv) any other informationrelating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successorprovision thereto (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the stockholder giving the notice, (i) the name and record addressof such stockholder and any Stockholder Associated Person (defined below), (ii) the class and number of shares of capital stock of the corporation that are held of record or beneficially owned by such stockholder and by any StockholderAssociated Person and (iii) any derivative positions held or beneficially held by the stockholder and any Stockholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has beenentered into by or on behalf of, or any other agreement, arrangement or understanding has been made the effect or intent of which is to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect tothe corporation’s securities. 

For purposes of these by-laws, “Stockholder Associated Person” of any stockholder means(i) any “affiliate” or “associate” (as those terms are defined in Rule 12b-2 under the Exchange Act) of the stockholder who owns beneficially or of record any capital stock or derivative securities of the corporation and(ii) any person acting in concert with such stockholder or any affiliate or associate of such stockholder with respect to the capital stock of the corporation. 

Notwithstanding anything in this by-law to the contrary, in the event that the number of directors to be elected to the board of directors is increased and there is no public announcement naming all thecorporation’s nominees for director or specifying the size of the increased board of directors at least 55 days prior to the anniversary of the prior year’s annual meeting, a stockholder’s notice required by this by-law shall also beconsidered timely, but only with respect to nominees for any new positions created by that increase, if it shall be delivered to the secretary at the principal executive offices of the corporation by the close of business on the 10th day followingthe day on which such public announcement is first made by the corporation. 

For purposes of this Section 2.6, “publicannouncement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commissionpursuant to Section 13, 15 or 15(d) of the Exchange Act. 

 

-3- 

The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that anomination was not made in accordance with the foregoing procedure, and if the chairman should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. 

2.7. Advance Notice of Business at Annual Meetings. At any annual meeting of the stockholders, only such business shall be conducted as shall havebeen properly brought before the meeting. To be brought properly before an annual meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the president or the board ofdirectors, (b) otherwise properly brought before the meeting by or at the direction of the board of directors, or (c) properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business tobe brought properly before an annual meeting by a stockholder, whether through inclusion in the Company’s proxy materials pursuant to Rule 14a-8 or through the stockholder’s independent proxy solicitation, the stockholder must have giventimely notice thereof in writing to the chairman of the board, if any, the president or the secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation by theclose of business on the Advance Notice Date as defined in Section 2.6 hereof. A stockholder’s notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of thebusiness desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and record address of the stockholder proposing such business and any Stockholder Associated Person,(c)(i) the class and number of shares of the corporation that are held of record or beneficially owned by the stockholder and by any Stockholder Associated Person and (ii) any derivative positions held or beneficially held by thestockholder and any Stockholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has beenmade the effect or intent of which is to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to the corporation’s securities and (d) any material interest of the stockholder or anyStockholder Associated Person in such business. 

Notwithstanding anything in these by-laws to the contrary, no business shall be conductedat the annual meeting except in accordance with the procedures set forth in this Section 2.7, provided, however, that nothing in this Section 2.7 shall be deemed to preclude discussion by any stockholder of any businessproperly brought before the annual meeting in accordance with said procedure. 

The chairman of an annual meeting shall, if the factswarrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the foregoing procedure, and if the chairman should so determine, he or she shall so declare to the meeting and any suchbusiness not properly brought before the meeting shall not be transacted. 

 

-4- 

2.8. Quorum of Stockholders. At any meeting of the stockholders, whether an original or anadjourned session, a quorum shall consist of a majority in interest of all stock issued and outstanding and entitled to vote at the meeting, except in any case where a larger quorum is required by law, by the certificate of incorporation or by theseby-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. 

2.9. Action by Vote. When a quorum is present at any meeting, whether an original or an adjourned session, a plurality of the votes properly cast for election to any office shall elect to such officeand a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall berequired for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. 

2.10. Action without Meetings. At any time during which the common stock of the corporation is registered under Section 12 of the Exchange Act, any action by the holders of the common stock must be taken at an annualor special meeting and may not be taken by written consent. 

2.11. Proxy Representation. Every stockholder may authorizeanother person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissentwithout a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall beirrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it iscoupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting ormeetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof. 

2.12. Inspectors. The directors or the person presiding at the meeting may, and shall if required by law, appoint one or more inspectorsof election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meetingwith strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of aquorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, 

 

-5- 

determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding atthe meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. 

2.13. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arrangedin alphabetical order and showing the address of each stockholder and the number of shares registered in his name. Such list shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, forat least ten days prior to the meeting at the corporation’s principal place of business, and shall also be produced at the time and place of the meeting during the whole time thereof and subject to the inspection of any stockholder who may bepresent. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting. 

Section 3. BOARD OF DIRECTORS 

3.1. Number. The number of directors shall be one ormore as determined by the board of directors. Directors need not be stockholders. 

3.2. Tenure. Except as otherwiseprovided by law, by the certificate of incorporation or by these by-laws, each director shall hold office until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. 

3.3. Powers. The business of the corporation shall be managed by or under the direction of the board of directors who shall have and mayexercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders. 

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled byvote of the stockholders at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. When one or more directors shall resign from the board, effective at afuture date, a majority of the directors then in office, including those who have resigned, shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall becomeeffective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to thenumber of directors required for a quorum or for any vote or other actions. 

3.5. Committees. The board of directors may,by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or 

 

-6- 

committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committeewho may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business andaffairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it; excepting, however, those powers that by law, by the certificate of incorporation or by these by-laws they areprohibited from so delegating. In the absence or disqualification of any member of such committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint anothermember of the board of directors to act at the meeting in his place. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules,its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the boardof directors upon request. 

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call ornotice at such place within or without the State of Delaware and at such times as the board may from time to time determine. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annualmeeting of stockholders. 

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and atany place within or without the State of Delaware designated in the notice of the meeting, when called by the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary orby the president or any one of the directors calling the meeting. 

3.8. Notice. It shall be reasonable and sufficientnotice to a director to provide notice in writing (which may include by hand delivery, mail, telecopy or electronic mail) or by telephone at least 24 hours before the meeting addressed to him at his usual or last known business or residence address.Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior theretoor at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting. 

3.9. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; aquorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present,and the meeting may be held as adjourned without further notice. 

 

-7- 

3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate ofincorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors. 

3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of theboard or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the records of the meetings of the board or of such committee. Suchconsent shall be treated for all purposes as the act of the board or of such committee, as the case may be. 

3.12. Participation inMeetings by Conference Telephone. Members of the board of directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment that enables allpersons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting. 

3.13. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties asdirector as the board of directors from time to time may determine. Nothing contained in this Section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14. Interested Directors and Officers. 

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which oneor more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meetingof the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: 

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faithauthorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or 

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitledto vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or 

 

-8- 

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approvedor ratified, by the board of directors, a committee thereof, or the stockholders. 

(b) Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction. 

Section 4. OFFICERS AND AGENTS 

4.1. Enumeration; Qualification. The officers of the corporation shall be apresident, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and acontroller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the sameperson. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine. 

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have,in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate. 

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of thestockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents. 

4.4. Tenure. Each officer shall hold office until his respective successor is chosen and qualified unless a shorter period shall havebeen specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he wasappointed or by the officer who then holds agent appointive power. 

4.5. Chairman of the Board of Directors, President and VicePresident. The chairman of the board (if any) shall have such duties and powers as shall be designated from time to time by the board of directors. If there is a chairman of the board, he shall preside at all meetings of the stockholdersand of the board of directors at which he is present, except as otherwise voted by the board of directors. If there is no chairman of the board or in the absence of the chairman of the board, the president shall preside at all meetings of thestockholders and of the board of directors at which he is present, except as otherwise voted by the board of directors. 

 

-9- 

Unless the board of directors has designated another officer as chief executive officer, the presidentshall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general supervision over the entire business of the corporation. The presidentshall preside at all meetings of the stockholders and of the directors at which he is present. 

Any vice presidents shall have such dutiesand powers as shall be designated from time to time by the board of directors or by the president. 

4.6. Treasurer and AssistantTreasurers. The treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board ofdirectors or by the president. If no controller is elected, the treasurer shall also have the duties and powers of the controller. 

Anyassistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer. 

4.7. Controller and Assistant Controllers. If a controller is elected, he shall be the chief accounting officer of the corporation and shall be in charge of its books of account and accountingrecords, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer. 

Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, thetreasurer or the controller. 

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of thestockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all writings of, or related to action by stockholder or director consent. In the absence ofthe secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep orcause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties andpowers as may from time to time be designated by the board of directors or the president. 

Any assistant secretaries shall have such dutiesand powers as shall be designated from time to time by the board of directors, the president or the secretary. 

 

-10- 

Section 5. RESIGNATIONS AND REMOVALS 

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the president, or the secretary or to a meeting of theboard of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (includingpersons elected by directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the shares issued and outstanding and entitled to vote in the election of directors. The boardof directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent. No director or officer resigning and (except where a right to receive compensationshall be expressly provided in a duly authorized written agreement with the corporation) no director or officer removed, shall have any right to any compensation as such director or officer for any period following his resignation or removal, or anyright to damages on account of such removal, whether his compensation be by the month or by the year or otherwise; unless in the case of a resignation, the directors, or in the case of removal, the body acting on the removal, shall in their or itsdiscretion provide for compensation. 

Section 6. VACANCIES 

6.1. The board of directors may fill any vacancy occurring in any office for any reason. Each such successor shall hold office for the unexpired term,and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled asspecified in Section 3.4 of these by-laws. 

Section 7. CAPITAL STOCK 

7.1. Stock Certificates. The shares of the corporation shall be represented by certificates, provided that the board of directors mayprovide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to thecorporation. Every holder of stock represented by certificates shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, thecertificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board of directors or the president or a vice president and by thetreasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature hasbeen placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrarat the time of its issue. 

 

-11- 

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction ormutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors mayprescribe. 

Section 8. TRANSFER OF SHARES OF STOCK 

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, certificated shares of stock may be transferred on the books of the corporation by the surrenderto the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity ofsignature as the board of directors or the transfer agent of the corporation may reasonably require. Uncertificated shares of stock may be transferred on the books of the corporation upon receipt of proper transfer instructions from the registeredowner of the uncertificated shares, an instruction from an approved source duly authorized by such owner or from an attorney lawfully constituted in writing. Except as may be otherwise required by law, by the certificate of incorporation or by theseby-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consentwith respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books ofthe corporation. 

It shall be the duty of each stockholder to notify the corporation of his post office address. 

8.2. Record Date and Closing Transfer Books. In order that the corporation may determine the stockholders entitled to notice of or tovote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange ofstock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days (or such longer period as may be required by law) before the date of suchmeeting, nor more than sixty days prior to any other action to which such record date relates. 

If no record date is fixed: 

(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on theday 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. 

 

-12- 

(b) The record date for determining stockholders for any other purpose shall be at the close of businesson the day on which the board of directors adopts the resolution relating thereto. 

A determination of stockholders of record entitled tonotice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. 

Section 9. CORPORATE SEAL 

9.1. Theseal of the corporation shall, subject to alteration by the directors, consist of a flat-faced circular die with the word “Delaware” together with the name of the corporation and the year of its organization, cut or engraved thereon.

Section 10. EXECUTION OF PAPERS 

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted orendorsed by the corporation shall be signed by the president or by one of the vice presidents or by the treasurer. 

Section 11. FISCALYEAR 

11.1. Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall end on the31st day of December of each year. 

Section 12. AMENDMENTS 

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors in office or by vote of a majority of the stockoutstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors. 

Section 13. INDEMNIFICATION 

13.1. The corporation shall indemnify each personwho is or was a director or officer of this corporation (including persons who serve at its request as directors, officers, trustees, employees or agents of another organization) against expenses (including attorney’s fees), judgments, finesand amounts paid in settlement to the maximum extent permitted from time to time under the General Corporation Law of the State of Delaware. Such indemnification shall 

 

-13- 

not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to thebenefit of the heirs and legal representatives of such person. The corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a director in defending any proceeding inadvance of the final disposition, provided, however, that to the extent required by law the payment of expenses in advance shall be made only upon receipt of an undertaking by the director to repay all amounts advanced if it should be ultimatelydetermined that the director is not entitled to be indemnified under this Section 13 or otherwise. 

Any repeal or modification of theforegoing provisions of this Section 13 shall not adversely affect any right or protection of a director or officer of the corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal ormodification. Nothing in this Section 13 shall require the corporation to indemnify or advance expenses to any person seeking indemnification in connection with any action, suit or proceeding, or part thereof, initiated by or on behalf of suchperson unless the initiation thereof was approved by the board of directors. 

SECTION 14. VOTING OF SECURITIES 

14.1 Unless otherwise provided by the board of directors, the president, the secretary or any vice president, each acting singly, may waive notice of,and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at any meeting of stockholders or owners of other interests of any other corporation or organization thesecurities of which may be held by this corporation. In addition, the board of directors, the president, the secretary or any vice president may expressly delegate such powers to any other officer or agent of the corporation. 

 

-14-