**Exhibit 3.2**

 

AMENDED AND RESTATED BYLAWS

 

OF

 

INTERNATIONAL RECTIFIER CORPORATION

 

(A DELAWARE CORPORATION)

 

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I N D E X

 
| ARTICLE I.   | Offices                                               | 1      |
|-------------------|-------------------------------------------------------|--------|
| Section 1.   | Principal Executive Office                            | 1      |
| Section 2.   | Other Offices                                         | 1      |
|              |                                                  |   |
| ARTICLE II.  | Stockholders                                          | 1      |
| Section 1.   | Place of Meetings                                     | 1      |
| Section 2.   | Annual Meetings                                       | 1      |
| Section 3.   | Special Meetings                                      | 1      |
| Section 4.   | Notice of Annual or Special Meeting                   | 2      |
| Section 5.   | Notice of Business                                    | 2      |
| Section 6.   | Notice of Board Candidate                             | 3      |
| Section 7.   | Quorum and Adjournment                                | 3      |
| Section 8.   | Voting                                                | 4      |
| Section 9.   | Record Date                                           | 4      |
| Section 10.  | Proxies                                               | 4      |
| Section 11.  | Inspectors of Election                                | 5      |
| Section 12.  | Stockholder Lists                                     | 5      |
| Section 13.  | Validation of Defectively Called or Noticed  Meetings | 5      |
|              |                                                  |   |
| ARTICLE III. | Directors                                             | 6      |
| Section 1.   | Powers                                                | 6      |
| Section 2.   | Number of Directors                                   | 6      |
| Section 3.   | Classification; Term of Office                        | 7      |
| Section 4.   | Vacancies                                             | 7      |
| Section 5.   | Place of Meeting                                      | 7      |
| Section 6.   | Annual organizational Meeting                         | 8      |
| Section 7.   | Regular Meetings                                      | 8      |
| Section 8.   | Special Meetings                                      | 8      |
| Section 9.   | Quorum                                                | 8      |
| Section 10.  | Participation In Meeting By Conference  Telephone     | 8      |
| Section 11.  | Waiver of Notice                                      | 9      |
| Section 12.  | Adjournment                                           | 9      |
| Section 13.  | Fees and Compensation                                 | 9      |
| Section 14.  | Action Without Meeting                                | 9      |
| Section 15.  | Committees                                            | 9      |
| Section 16.  | Rights of Inspection                                  | 10     |
| Section 17.  | Removal                                               | 10     |
|              |                                                  |   |
| ARTICLE IV.  | Officers                                              | 10     |
| Section 1.   | Officers                                              | 10     |
| Section 2.   | Election                                              | 11     |
| Section 3.   | Appointment of Officers                               | 11     |
| Section 4.   | Removal and Resignation                               | 11     |
| Section 5.   | Vacancies                                             | 11     |
| Section 6.   | Chairman of the Board                                 | 11     |

 

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| Section 7.    | Chief Executive Officer                         | 11     |
|--------------------|-------------------------------------------------|--------|
| Section 8.    | President                                       | 12     |
| Section 9.    | Vice Presidents                                 | 12     |
| Section 10.   | Corporate Secretary                             | 12     |
| Section 11.   | Assistant Secretaries                           | 12     |
| Section 12.   | Chief Financial Officer                         | 12     |
| Section 13.   | Assistant Financial Officers                    | 13     |
|               |                                            |   |
| ARTICLE V.    | Stock                                           | 13     |
| Section 1.    | Form of Stock Certificate                  | 13     |
| Section 2.    | Transfers of Stock                              | 14     |
| Section 3.    | Lost, Stolen or Destroyed Certificates          | 14     |
| Section 4.    | Registered Stockholders                         | 14     |
|               |                                            |   |
| ARTICLE VI.   | Other Provisions                                | 14     |
| Section 1.    | Endorsement of Documents; Contracts             | 14     |
| Section 2.    | Representation of Shares of Other  Corporations | 14     |
| Section 3.    | Seal                                            | 15     |
| Section 4.    | Fiscal Year                                     | 15     |
| Section 5.    | Dividends                                       | 15     |
| Section 6.    | Checks                                          | 15     |
| Section 7.    | Rights and Option for Purchasing Stock          | 15     |
| Section 8.    | Definitions                                     | 16     |
|               |                                            |   |
| ARTICLE VII.  | Indemnification                                 | 16     |
| Section 1.    | Right to Indemnification                        | 16     |
| Section 2.    | Right of Claimant to Bring Suit                 | 17     |
| Section 3.    | Non-Exclusivity of Rights                       | 17     |
| Section 4.    | Insurance                                       | 17     |
| Section 5.    | Expenses as A Witness                           | 18     |
| Section 6.    | Indemnity Agreements                            | 18     |
| Section 7.    | Effect of Amendment                             | 18     |
|               |                                            |   |
| ARTICLE VIII. | Emergency Provisions                            | 18     |
| Section 1.    | General                                         | 18     |
| Section 2.    | Unavailable Directors                           | 18     |
| Section 3.    | Authorized Number of Directors                  | 18     |
| Section 4.    | Quorum                                          | 19     |
| Section 5.    | Creation of Emergency Committee                 | 19     |
| Section 6.    | Constitution of Emergency Committee             | 19     |
|               |                                            |   |
| ARTICLE IX.   | Amendments                                      | 19     |
| Section 1.    | Amendments                                      | 19     |

 

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**AMENDED AND RESTATED BYLAWS**

 

**OF**

 

**INTERNATIONAL RECTIFIER CORPORATION**

 

**(A DELAWARE CORPORATION)**

 

**ARTICLE 1. OFFICES.**

 

SECTION 1.  PRINCIPAL EXECUTIVE OFFICE.  The principal executive office of theCorporation shall be fixed and located at 233 Kansas Street, City of ElSegundo, County of Los Angeles, State of California.  The Board of Directors of the Corporation(the “Board”) is granted full power and authority to change said principalexecutive office from one location to another within or without the State ofCalifornia.  Any such change shall benoted in the Bylaws of the Corporation opposite this Section 2 or this Section 2may be amended to state the new location.

 

SECTION 2.  OTHER OFFICES.  Branch or subordinate offices may beestablished at any time by the Board at any place or places.

 

**ARTICLE II.  STOCKHOLDERS.**

** **

SECTION 1.  PLACE OF MEETINGS.  Meetings of stockholders shall be held eitherat the principal executive office of the Corporation or at any other placewithin or without the State of Delaware which may be designated by the Board.

 

SECTION 2.  ANNUAL MEETINGS.  The annual meetings of stockholders shall beheld on the third Friday in November of each year at 10:00 a.m. (ifnot a legal holiday) and if a legal holiday, then on the next Friday thereafterensuing which is a full business day or on such date and at such time as may befixed by the Board.  At such meetings,directors shall be elected and any other proper business may be transacted.

 

SECTION 3.  SPECIAL MEETINGS.  Special meetings of the stockholders may becalled at any time by a majority of the entire Board, the Chairman of theBoard, the Chief Executive Officer or the President.  Special meetings may not be called by anyother person or persons. Upon request in writing to the Chairman of the Board,the Chief Executive Officer, the President, any Vice President or the CorporateSecretary by any person (other than the Board) entitled to call a specialmeeting of stockholders, the officer forthwith shall cause notice to be givento the stockholders entitled to vote that a meeting will be held at a timerequested by the person or persons calling the meeting, not less thanthirty-five (35) nor more than sixty (60) days after the

 

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receipt of therequest.  If the notice is not givenwithin twenty (20) days after receipt of the request, the persons entitled tocall the meeting may give the notice.

 

SECTION 4.  NOTICE OF ANNUAL OR SPECIAL MEETING.  Except as otherwise required by law, writtennotice of each annual or special meeting of stockholders shall be given notless than ten (10) nor more than sixty (60) days before the date of themeeting to each stockholder entitled to vote thereat.  Such notice shall state the place, date andhour of the meeting and, in the case of a special meeting, shall also state thepurpose or purposes for which the meeting is called. Except as otherwiseexpressly required by law, notice of any adjourned meeting of the stockholdersneed not be given if the time and place thereof are announced at the meeting atwhich the adjournment is taken.

 

Notice of a stockholders’ meeting shall be giveneither personally or by mail or by other means of written communication, addressedto the stockholder at the address of such stockholder appearing on the books ofthe Corporation or given by the stockholder to the Corporation for the purposeof notice.  Notice by mail shall bedeemed to have been given at the time a written notice is deposited in theUnited States mail, postage prepaid. Any other written notice shall be deemedto have been given at the time it is personally delivered to the recipient oris delivered to a common carrier for transmission, or actually transmitted bythe person giving the notice by electronic means, to the recipient.

 

SECTION 5.  NOTICE OF BUSINESS.  At any annual meeting of stockholders, onlysuch business shall be conducted as shall have been brought before the meeting (a) byor at the direction of the Board, (b) in accordance with Rule 14a-8under the Securities Exchange Act of 1934, or (c) by a stockholder ofrecord entitled to vote at such meeting who complies with the notice proceduresset forth in this Section 5.  Forbusiness to be properly brought before an annual meeting by such a stockholder,the stockholder shall have given timely notice thereof in writing to theCorporate Secretary. To be timely, such notice shall be delivered to or mailedand received at the principal executive office of the Corporation not less thanthirty (30) days nor more than ninety (90) days prior to the meeting; PROVIDED,HOWEVER, that in the event that less than forty (40) days’ notice of the dateof the meeting is given by the Corporation, notice by the stockholder to betimely must be so received not later than the close of business on the tenthday following the day on which such notice of the date of the meeting wasmailed or otherwise given. Such stockholder’s notice to the Corporate Secretaryshall set forth as to each matter the stockholder proposes to bring before themeeting (w) a brief description of the business desired to be brought beforethe meeting, and in the event that such business includes a proposal to amendeither the Certificate of Incorporation (the “Certificate of Incorporation”) orthe Bylaws (the “Bylaws”) of the Corporation, the language of the proposedamendment, (x) the name and address of the stockholder proposing such business,(y) the class and number of shares of stock of the Corporation which are ownedby such stockholder and (z) any material personal interest of such stockholderin such business. If notice has not been given pursuant to this Section 5,the Chairman of the meeting shall, if the facts warrant, determine and declareto the meeting

 

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that the proposed business was not properly broughtbefore the meeting, and such business may not be transacted at themeeting.  The foregoing provisions ofthis Section 5 do not relieve any stockholder of any obligation to complywith all applicable requirements of the Securities Exchange Act of 1934 and rules andregulations thereunder.

 

SECTION 6.  NOTICE OF BOARD CANDIDATE.  At any meeting of stockholders, a person maybe a candidate for election to the Board only if such person is nominated (a) byor at the direction of the Board, (b) by any nominating committee orperson appointed by the Board or (c) by a stockholder of record entitledto vote at such meeting who complies with the notice procedures set forth inthis Section 6.  To properlynominate a candidate, a stockholder shall give timely notice of such nominationin writing to the Corporate Secretary. To be timely, such notice shall be delivered to or mailed and receivedat the principal executive office of the Corporation not less than thirty (30)days nor more than ninety (90) days prior to the meeting; PROVIDED, HOWEVER,that in the event that less than forty (40) days’ notice of the date of themeeting is given by the Corporation, notice of such nomination to be timelymust be so received not later than the close of business on the tenth dayfollowing the day on which such notice of the date of the meeting was mailed orotherwise given. Such stockholder’s notice to the Corporate Secretary shall setforth (y) as to each person whom the stockholder proposes to nominate (i) thename, age, business address and residence address of the person, (ii) theprincipal occupation or employment of the person, (iii) the class andnumber of shares of stock of the Corporation which are beneficially owned bythe person and (iv) any other information relating to the person thatwould be required to be disclosed in a solicitation of proxies for election ofdirectors pursuant to Rule 14a under the Securities Exchange Act of 1934;and (z) as to the stockholder giving the notice (i) the name and addressof such stockholder and (ii) the class and number of shares of stock ofthe Corporation beneficially owned by such stockholder. The Corporation mayrequire such other information to be furnished respecting any proposed nomineeas may be reasonably necessary to determine the eligibility of such proposednominee to serve as a director of the Corporation. No person shall be eligiblefor election by the stockholders as a director at any meeting unless nominatedin accordance with this Section 6.

 

SECTION 7.  QUORUM AND ADJOURNMENT.  The holders of a majority of the stock issuedand outstanding and entitled to vote thereat, present in person or representedby proxy, shall constitute a quorum for holding all meetings of stockholdersexcept as otherwise provided by applicable law or by the Certificate ofIncorporation; PROVIDED, HOWEVER, that the stockholders present at a dulycalled or held meeting at which a quorum is present may continue to transactbusiness until adjournment notwithstanding the withdrawal of enoughstockholders to leave less than a quorum, if any action taken (other thanadjournment) is approved by at least a majority of the shares required toconstitute a quorum. If it shall appear that such quorum is not present orrepresented at any meeting of stockholders, the Chairman of the meeting shallhave the power to adjourn the meeting from time to time, without notice otherthan announcement at the meeting, until a quorum shall be present orrepresented. At such adjourned meeting at which a quorum shall be present orrepresented, any business may

 

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be transacted which mighthave been transacted at the meeting as originally noticed. If the adjournmentis for more than thirty (30) days, or if after the adjournment a new recorddate is fixed for the adjourned meeting, a notice of the adjourned meetingshall be given to each stockholder of record entitled to vote at the meeting.The Chairman of the meeting may determine that a quorum is present based uponany reasonable evidence of the presence in person or by proxy of stockholdersholding a majority of the outstanding votes, including without limitation,evidence from any record of stockholders who have signed a register indicatingtheir presence at the meeting.

 

SECTION 8.  VOTING. In all matters, when a quorum is present at any meeting, the vote of theholders of a majority of the capital stock having voting power present inperson or represented by proxy shall decide any question brought before suchmeeting, unless the question is one upon which by express provision ofapplicable law or of the Certificate of Incorporation, a different vote isrequired in which case such express provision shall govern and control thedecision of such question. Such vote may be by voice vote or by written ballot;PROVIDED, HOWEVER, that the Board may, in its discretion, require a writtenballot for any vote.

 

Unless otherwise provided in or pursuant to theCertificate of Incorporation each stockholder shall at every meeting of thestockholders be entitled to one vote in person or by proxy for each share ofthe capital stock having voting power held by such stockholder.

 

SECTION 9.  RECORD DATE. The Board may fix, in advance, a record date for the determination ofthe stockholders entitled to notice of any meeting or to vote at such meeting,entitled to vote by written consent on matters approved by the Board orentitled to receive payment of any dividend or other distribution, or anyallotment of rights, or to exercise rights in respect of any other lawfulactions. The record date so fixed shall be not more than sixty (60) days norless than ten (10) days prior to the date of the meeting, not prior to normore than ten (10) days after the date of the resolution fixing the recorddate for votes by written consent and not more than sixty (60) days prior toany other action.

 

SECTION 10.  PROXIES. Every person entitled to vote shares has the right to do so either inperson or by one or more persons authorized by a proxy, in any form whichconstitutes a valid means of authorization under the Delaware GeneralCorporation Law, which proxy shall be filed with the Corporate Secretary.  Any proxy duly authorized shall continue infull force and effect until revoked by the person authorizing it prior to thevote pursuant thereto by a writing delivered to the Corporation stating thatthe proxy is revoked, by the authorization of a subsequent proxy or byattendance at the meeting; PROVIDED, HOWEVER, that no proxy shall be validafter expiration of three (3) years from the date of its execution unlessotherwise provided in the proxy.

 

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SECTION 11.  INSPECTORS OF ELECTION.  The Board shall appoint one or moreinspectors of election for any meeting of stockholders.  The inspectors shall, in accordance with theprovisions of the Delaware General Corporation Law, (i) ascertain thenumber of shares outstanding and the voting power of each, (ii) determinethe shares represented at a meeting and the validity of proxies and ballots, (iii) countall votes and ballots, (iv) determine and retain for a reasonable period arecord of the disposition of any challenges made to any determination by theinspectors, and (v) certify their determination by the number of sharesrepresented at the meeting, and their count of all votes and ballots. Theinspectors may appoint or retain other persons or entities to assist the inspectorsin the performance of the duties of the inspectors. The date and time of theopening and the closing of the polls for each matter upon which thestockholders will vote at a meeting shall be announced at the meeting. Noballot, proxies or votes, nor any revocations thereof or changes thereto, shallbe accepted by the inspectors after the closing of the polls unless the Courtof Chancery of the State of Delaware upon application by a stockholder shalldetermine otherwise. No person who is a candidate for an office at an electionmay serve as an inspector of such election.

 

SECTION 12.  STOCKHOLDER LISTS.  The officer who has charge of the stockledger of the Corporation shall prepare and make, at least ten (10) daysbefore every meeting of stockholders, a complete list of stockholders entitledto vote at the meeting, arranged in alphabetical order, and showing the addressof each stockholder and the number of shares registered in the name of eachstockholder.  Such list shall be open tothe examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten (10) daysprior to the meeting, either at a place within the city where the meeting is tobe held, which place shall be specified in the notice of the meeting or at theplace of the meeting, and the list shall also be available at the meetingduring the whole time thereof, and may be inspected by any stockholder who ispresent. The stock ledger shall be the only evidence as to who are the stockholdersentitled to examine the stock ledger, the list of stockholders or the books ofthe Corporation, or to vote in person or by proxy at any meeting of thestockholders.

 

SECTION 13.  VALIDATION OF DEFECTIVELY CALLED OR NOTICEDMEETINGS. The transactions of any meeting of stockholders, either annual orspecial, however called and noticed, shall be as valid as though passed at ameeting duly held after regular call and notice, if a quorum is present eitherin person or by proxy, and if either before or after the meeting each of thepersons entitled to vote who was not present in person or by proxy signs awritten waiver of notice. Attendance of a stockholder at an annual or specialmeeting shall constitute a waiver of notice of such meeting, except when theperson attends a meeting for the express purpose of objecting at the beginningof the meeting, to the transaction of any business because the meeting is notlawfully called or convened.

 

**ARTICLE III.  DIRECTORS.**

 

SECTION 1.  POWERS. Subject to the limitations of the Certificate of Incorporation or theBylaws or the Delaware General Corporation Law relating to action

 

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required to be approvedby the stockholders or by the outstanding shares, the business and affairs ofthe Corporation shall be managed and all corporate powers shall be exercised byor under the direction of the Board. The Board may delegate the management ofthe day-to-day operation of the business of the Corporation to management or otherpersons provided that the business and affairs of the Corporation shall bemanaged and all corporate powers shall be exercised under the ultimatedirection of the Board. Without prejudice to such general powers, but subjectto the same limitations, it is hereby expressly declared that the Board shallhave the following powers in addition to the other powers enumerated in theBylaws:

 

(a)                                  To select and remove all the officers,agents and employees of the Corporation, to prescribe the powers and duties forthem as may not be inconsistent with law, with the Certificate of Incorporationor the Bylaws and to fix their compensation.

 

(b)                                 To conduct, manage and control theaffairs and business of the Corporation and to make such rules andregulations therefor not inconsistent with law or with the Certificate ofIncorporation or the Bylaws, as they may deem best.

 

(c)                                  To adopt, make and use a corporate seal,and to prescribe the forms of certificates of stock, and to alter the form ofsuch seal and such certificates from time to time as in their judgment they maydeem best.

 

(d)                                 To authorize the issuance of shares ofstock of the Corporation from time to time, upon such terms and for suchconsideration as may be lawful.

 

(e)                                  To borrow money and incur indebtedness forthe purposes of the Corporation, and to cause to be executed and deliveredtherefor, in the corporate name, promissory notes, bonds, debentures, deeds oftrust, mortgages, pledges, hypothecations or other evidences of debt andsecurities therefor.

 

SECTION 2.  NUMBER OF DIRECTORS.

 

(a)                                  The number of directors which shallconstitute the Board shall be seven (7) until changed by an amendmenthereof duly adopted by the Board amending this Section 2.

 

(b)                                 The Board alone shall have the right, inits sole discretion, to increase or decrease the number of directorsconstituting the Board at any time, and shall be authorized to classify anydirector or directors so added to the Board into any of the three classes ofdirectors (into which the directors shall be divided) as it sees fit, providedthat the Board shall not be entitled to increase the number of directors bymore than one in any twelve month period without the affirmative vote of atleast two-thirds of the directors of

 

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each class of directors or of at least two-thirds ofall of the outstanding shares of the Corporation.

 

(c)                                  Any decrease in the authorized number ofdirectors shall not become effective until the expiration of the term of thedirectors then in office unless, at the time of the decrease, there shall bevacancies on the Board which are being eliminated by the decrease.

 

SECTION 3.  CLASSIFICATION; TERM OF OFFICE.  The directors shall be divided into threeclasses, as nearly equal in numbers as the then total number of directorspermits. The term of office of all directors shall be for three years.

 

At each annual meeting held, directors shall beelected for a full three year term.

 

Each director shall serve for a term continuing untilthe annual meeting of the stockholders at which the term of the class to whichhe was elected expires or, if chosen to fill a vacancy in another class, theexpiration of that class, and until his successor shall have been duly electedand qualified or until his earlier resignation or removal.

 

SECTION 4.  VACANCIES. Any director may resign effectiveupon giving written notice to the Chairman of the Board, the Chief ExecutiveOfficer, the President, the Corporate Secretary or the Board, unless the noticespecifies a later time for the effectiveness of such resignation. Vacancies anddirectorships resulting from an increase in the number of directors may befilled by a majority of the directors then in office, though less than aquorum, or by a sole remaining director. A director serving in one class may bechosen to fill a vacancy or a new directorship in another class. Any directorso chosen, including a sitting director who is chosen to fill a vacancy ornewly created directorship in another class, shall hold office until the nextelection of that class and until his or her successor shall be duly elected andqualified.

 

If at any time by reason of death or resignation orother cause, the Corporation shall have no directors in office, then anyofficer or any stockholder, or an executor, administrator, trustee or guardianof the stockholder or other fiduciary entrusted with like responsibility forthe person or estate or a stockholder may call a special meeting ofstockholders in accordance with the provisions of the Bylaws, or may apply tothe Court of Chancery for a decree summarily ordering an election as providedin Section 211 of the Delaware General Corporation Law..

 

SECTION 5.  PLACE OF MEETING.  Regular or special meetings of the Boardshall be held at any place designated from time to time by the Board. In theabsence of such designation, regular meetings shall be held at the principalexecutive office of the Corporation.

 

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SECTION 6.  ANNUAL ORGANIZATIONAL MEETING.  After each annual election of directors, thenewly elected Board shall meet for the election of officers and the transactionof other business, at such place as the annual meeting of the stockholders hasbeen held, promptly following the conclusion of such annual meeting of thestockholders.  No notice to the dulyelected directors of such meeting shall be necessary in order legally toconstitute the meeting, provided a quorum shall be present.

 

SECTION 7.  REGULAR MEETINGS.  Regular meetings of the Board shall be heldwithout call at such dates, times and places as the Board may establish fromtime to time.  Call and notice of allregular meetings of the Board are hereby dispensed with.

 

SECTION 8.  SPECIAL MEETINGS.  Special meetings of the Board for any purposeor purposes may be called at any time by the Chairman of the Board, the ChiefExecutive Officer, the President, the Corporate Secretary or by any two (2) directors.

 

Special meetings of the Board shall be held uponforty-eight (48) hours’ written notice or twenty-four (24) hours’ notice givenpersonally or by telephone, telegraph, telex, telecopier or other similar meansof communication.  Any such notice shallbe addressed or delivered to each director at such director’s address as it isshown upon the records of the Corporation or as may have been given to theCorporation by the director for purposes of notice or, if such address is notshown on such records or is not readily ascertainable, at the place in whichthe meetings of the directors are regularly held.

 

Notice by mail shall be deemed to have been given atthe time a written notice is deposited in the United States mails, postageprepaid.  Any other written notice shallbe deemed to have been given at the time it is personally delivered to therecipient or is delivered to a common carrier for transmission or actuallytransmitted by the person giving the notice by electronic means, to therecipient.  Oral notice shall be deemedto have been given at the time it is communicated, in person or by telephone orwireless, to the recipient or to a person at the office of the recipient whothe person giving the notice has reason to believe will promptly communicate itto the recipient.

 

SECTION 9.  QUORUM. A majority of the whole Board shall constitute a quorum except when avacancy or vacancies prevents such majority, whereupon a majority of thedirectors in office shall constitute a quorum, provided that such majorityshall constitute at least one-third of the whole Board. Every act or decisiondone or made by a majority of the directors present at a meeting duly held atwhich a quorum is present shall be regarded as the act of the Board, unless agreater number be required by law or by the Certificate of Incorporation.  A meeting at which a quorum is initiallypresent may continue to transact business notwithstanding the withdrawal ofdirectors, if any action is approved by at least a majority of the requiredquorum for such meeting.

 

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SECTION 10.  PARTICIPATION IN MEETING BY CONFERENCETELEPHONE. Members of the Board may participate in a meeting through use ofconference telephone or similar communications equipment, so long as allmembers participating in such meeting can hear one another.

 

SECTION 11.  WAIVER OF NOTICE.  The transactions of any meeting of the Board,however called and noticed, and wherever held, are as valid as though a meetinghad been duly held after regular call and notice if a quorum be present and if,either before or after the meeting, each of the directors not present signs awritten waiver of notice, a consent to holding such meeting or an approval ofthe minutes thereof.  All such waivers,consents or approvals shall be filed with the corporate records or made a partof the minutes of the meeting.

 

SECTION 12.  ADJOURNMENT. A majority of the directors present, whether or not a quorum is present,may adjourn any directors’ meeting to another time and place.  Notice of the time and place of holding anadjourned meeting need not be given to absent directors if the time and placebe fixed at the meeting adjourned.  Ifthe meeting is adjourned for more than twenty-four (24) hours, notice of anyadjournment to another time or place shall be given prior to the time of theadjourned meeting to the directors who were not present at the time of theadjournment.

 

SECTION 13.  FEES AND COMPENSATION.  Directors and members of committees mayreceive such compensation, if any, for their services, and such reimbursementfor expenses, as may be fixed or determined by the Board.

 

SECTION 14.  ACTION WITHOUT MEETING.  Any action required or permitted to be takenby the Board or committee thereof may be taken without a meeting if all membersof the Board or committee shall individually or collectively consent in writingto such action.  Such consent or consentsshall have the same effect as a unanimous vote of the Board or committee andshall be filed with the minutes of the proceedings of the Board or committee.

 

SECTION 15.  COMMITTEES. The Board may appoint one (1) or more committees, each consistingof one (1) or more directors, and delegate to such committees any of theauthority of the Board except with respect to:

 

(i)                                     the approval of any action for which theDelaware General Corporation Law also requires stockholders’ approval orapproval of the outstanding shares, including but not limited to amending theCertificate of Incorporation (except as otherwise permitted by the DelawareGeneral Corporation Law with respect to shares of stock) and adopting anagreement of merger or consolidation under Section 251 or 252 of theDelaware General Corporation Law;

 

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(ii)                                  The recommending to the Corporation’sstockholders of the sale, lease or exchange of all or substantially all of theCorporation’s property and assets or a dissolution of the Corporation or arevocation of a dissolution;

 

(iii)                               The filling of vacancies on the Board or on anycommittee;

 

(iv)                              The fixing of compensation of thedirectors for serving on the Board or on any committee;

 

(v)                                 The amendment or repeal of Bylaws or theadoption of new Bylaws;

 

(vi)                              The amendment or repeal of any resolutionof the Board which by its express terms is not so amendable or repealable; or

 

(vii)                           The appointment of other committees of the Board orthe members thereof.

 

Any such committee must be appointed by resolutionadopted by a majority of the whole Board and may be designated an ExecutiveCommittee or by such other name as the Board shall specify.  The Board shall have the power to prescribethe manner in which the proceedings of any such committee shall be conducted.In the absence of any such prescription such committee shall have the power toprescribe the manner in which its proceedings shall be conducted. Unless theBoard or such committee shall otherwise provide, the regular and specialmeetings and other actions of any such committee shall be governed by theprovisions of this Article III applicable to meetings and actions of theBoard. Minutes shall be kept of each meeting of each committee.

 

SECTION 16.  RIGHTS OF INSPECTION.  Every director shall have the absolute rightat any reasonable time to inspect and copy all the books, records and documentsof every kind and to inspect physical properties of the Corporation and also ofits subsidiary corporations, domestic or foreign. Such inspection by a directormay be made in person or by agent or attorney and includes the right to copyand obtain extracts.

 

SECTION 17.  REMOVAL. A director may be removed, only for cause, by the holders of a majorityof shares entitled to vote at an election of directors.

 

**ARTICLE IV.  OFFICERS.**

 

SECTION 1.  OFFICERS. The officers of the Corporation shall be a Chairman of the Board or aPresident or both, a Chief Executive Officer, a Corporate Secretary, and aChief Financial Officer.  The Corporationmay also have, at the discretion of the Board, one or more Vice Presidents, oneor more Assistant Secretaries, one or more Assistant Financial Officers, andsuch other officers as may be elected or appointed in accordance with theprovisions of Section 3 of this Article IV. Any number of offices maybe held by the same person.

 

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SECTION 2.  ELECTION. The officers of the Corporation, except such officers as may beappointed in accordance with the provisions of Section 3 of this Article IV,shall be chosen annually by, and shall serve at the pleasure of, the Board, andshall hold their respective offices until their resignation, removal, or otherdisqualification from service, or until their respective successors shall beelected.

 

SECTION 3.  APPOINTMENT OF OFFICERS.  The Chief Executive Officer may appoint suchdivisional officers as the Chief Executive Officer deems expedient.  Each of these officers shall hold his or hertitle for such period, and shall have such authority and perform such duties asthe Board or the Chief Executive Officer or the President of the respectivedivision may determine.

 

SECTION 4.  REMOVAL AND RESIGNATION.  Any officer may be removed, with or withoutcause, by the Board at any time and, except in the case of an officer chosen bythe Board, by any officer upon whom such power of removal may be conferred bythe Board. Any such removal shall be without prejudice to the rights, if any,of the officer under any contract of employment of the officer.

 

Any officer may resign at any time by giving writtennotice to the Corporation, but without prejudice to the rights, if any, of theCorporation under any contract to which the officer is a party.  Any such resignation shall take effect at thedate of the receipt of such notice or at any later time specified therein and,unless otherwise specified therein, the acceptance of such resignation shallnot be necessary to make it effective.

 

SECTION 5.  VACANCIES. A vacancy in any office because of death, resignation, removal,disqualification or any other cause shall be filled in the manner prescribed inthe Bylaws for regular election or appointment to such office.

 

SECTION 6.  CHAIRMAN OF THE BOARD.  The Chairman of the Board, if present, shallpreside at all meetings of the stockholders and at all meetings of the Board.The Chairman of the Board shall have the general powers usually vested in theoffice of chairman of the board and such other powers and duties as may beprescribed by the Board.

 

SECTION 7.  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall be thegeneral manager and chief executive officer of the Corporation and has, subjectto the control of the Board, general supervision, direction and control of thebusiness and officers of the Corporation. The Chief Executive Officer shall have the general powers and duties ofmanagement usually vested in the offices of general manager and chief executiveofficer of a corporation and such other powers and duties as may be prescribedby the Board. The Board shall have the power to appoint more than one person asChief Executive Officer.

 

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SECTION 8.  PRESIDENT. The President shall have the general powers and duties of managementusually vested in the offices of president of a corporation and such otherpowers and duties as may be prescribed by the Board.

 

SECTION 9.  VICE PRESIDENTS.  In the absence or disability of the Presidentor the Chief Executive Officer, the Vice President or Vice Presidents, if any,in order of their rank as fixed by the Board or, if not ranked, the VicePresident designed by the Board, shall perform all duties of the President orthe Chief Executive Officer, as the case may be and, when so acting, shall haveall the powers of, and be subject to all the restrictions upon, the Presidentor the Chief Executive Officer, as the case may be. The Vice President or VicePresidents shall have such other powers and perform such other duties as fromtime to time may be prescribed for them respectively by the Board.

 

SECTION 10.  CORPORATE SECRETARY.  The Corporate Secretary shall keep or causeto be kept, at the principal executive office and such other place as the Boardmay order, a book of minutes of all meetings of stockholders, the Board and itscommittees, with the time and place of holding, whether regular or special, andif special, how authorized, the notice thereof given, the names of thosepresent at Board and committee meetings, and the number of shares present orrepresented at stockholders meetings, and the proceedings thereof. TheCorporate Secretary shall keep, or cause to be kept, a copy of the Bylaws atthe principal executive office or business office.

 

The Corporate Secretary shall keep, or cause to bekept, at the principal executive office a share register, or a duplicate shareregister, showing the name of the stockholders and their addresses, the numberand classes of shares held by each, the number and date of certificates issuedfor the same, and the number and date of cancellation of every certificatesurrendered for cancellation.

 

The Corporate Secretary shall give, or cause to begiven, notice of all meetings of the stockholders and of the Board and of anycommittees thereof required by the Bylaws or by law to be given, shall keep theseal of the Corporation in safe custody, and shall have such other powers andperform such other duties as may be prescribed by the Board.

 

SECTION 11.  ASSISTANT SECRETARIES.  The Assistant Secretary or AssistantSecretaries, if any, shall, in the absence or disability of the CorporateSecretary, or at his or her request, perform his or her duties and exercise hisor her powers and authority, and shall perform such other duties and have suchother powers as the Board may from time to time prescribe.

 

SECTION 12.  CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall keep andmaintain, or cause to be kept and maintained, adequate and correct accounts ofthe properties and business transactions of the Corporation, and shall send orcause to be sent to the stockholders of the Corporation such financialstatements and

 

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reports as are by law orthe Bylaws required to be sent to them. The books of account shall at all times be open to inspection by anydirector.

 

The Chief Financial Officer shall deposit all moneysand other valuables in the name and to the credit of the Corporation with suchdepositaries as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the Corporationas may be ordered by the Board, shall render to the Chairman of the Board, theChief Executive Officer, the President or any of the directors, whenever theyrequest it, an account of all transactions as Chief Financial Officer and ofthe financial condition of the Corporation, and shall have such powers andduties usually vested in the offices of chief financial officer and chiefaccounting officer and such other powers and duties as may be prescribed by theBoard.

 

SECTION 13.  ASSISTANT FINANCIAL OFFICERS.  The Assistant Financial Officer or AssistantFinancial Officers, if any, shall, in the absence or disability of the ChiefFinancial Officer, or at his or her request, perform his or her duties andexercise his or her powers and authority, and shall perform such other dutiesand have such other powers as the Board may from time to time prescribe.

 

**ARTICLE V. STOCK.**

 

SECTION 1.  FORM OF STOCK CERTIFICATE.  Every holder of stock in the Corporationshall be entitled to have a certificate signed by, or in the name of, theCorporation by the Chairman of the Board, the Chief Executive Officer, the Presidentor a Vice President, and by the Chief Financial Officer or an AssistantFinancial Officer or the Corporate Secretary or an Assistant Secretarycertifying the number of shares owned in the Corporation. Any or all of thesignatures on the certificate may be a facsimile signature. If any officer,transfer agent or registrar who has signed or whose facsimile signature hasbeen placed upon a certificate shall have ceased to be such officer, transferagent or registrar before such certificate is issued, it may be issued by theCorporation with the same effect as if such person were such officer, transferagent or registrar at the date of the issuance.

 

If the Corporation shall be authorized to issue morethan one class of stock or more than one series of any class, the powers,designations, preferences and relative, participating, optional or otherspecial rights of each class of stock or series thereof and the qualification,limitations or restrictions of such preference and/or rights shall be set forthin full or summarized on the face or back of the certificate that theCorporation shall issue to represent such class or series of stock. Except asotherwise provided in Section 202 of the Delaware General Corporation Law,in lieu of the foregoing requirements, there may be set forth on the face orback of the certificate a statement that the Corporation will furnish withoutcharge to each stockholder who so requests the powers, designations,preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights.

 

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SECTION 2.  TRANSFERS OF STOCK.  Upon surrender of a certificate for sharesduly endorsed or accompanied by proper evidence of succession, assignment orauthority to transfer, it shall be the duty of the Corporation to issue a newcertificate to the person entitled thereto, cancel the old certificate andrecord the transaction upon its books.

 

SECTION 3.  LOST, STOLEN OR DESTROYED CERTIFICATES.  The Board may direct a new certificate orcertificates be issued in place of any certificate theretofore issued allegedto have been lost, stolen or destroyed, upon the making of an affidavit of thefact by the person claiming the certificate to be lost, stolen or destroyed.When authorizing such issue of a new certificate, the Board may, in itsdiscretion and as a condition precedent to the issuance, require the owner ofsuch certificate or certificates, or such person’s legal representative, togive the Corporation a bond in such sum as it may direct as indemnity againstany claim that may be made against the Corporation with respect to the lost,stolen or destroyed certificate.

 

SECTION 4.  REGISTERED STOCKHOLDERS.  The Corporation shall be entitled to treatthe holder of record of any share or shares of stock of the Corporation as theholder in fact thereof and shall not be bound to recognize any equitable orother claim to or interest in such share on the part of any other person,whether or not it shall have express or other notice thereof, except asexpressly provided by applicable law.

 

**ARTICLE VI.  OTHER PROVISIONS.**

 

SECTION 1.  ENDORSEMENT OF DOCUMENTS; CONTRACTS.  Subject to the provisions of applicable law,any note, mortgage, evidence of indebtedness, contract, share certificate,conveyance or other instrument in writing and any assignment or endorsementsthereof executed or entered into between the Corporation and any other person,when signed by the Chief Executive Officer, the President or any Vice Presidentand the Corporate Secretary, any Assistant Secretary, the Chief FinancialOfficer or any Assistant Financial Officers of the Corporation shall be validand binding on the Corporation in the absence of actual knowledge on the partof the other person that the signing officers had no authority to execute thesame. Any such instruments may be signed by any other person or persons and insuch manner as from time to time shall be determined by the Board, and, unlessso authorized by the Board, no officer, agent or employee shall have any poweror authority to bind the Corporation by any contract or engagement or to pledgeits credit or to render it liable for any purpose or amount.

 

SECTION 2.  REPRESENTATION OF SHARES OF OTHERCORPORATIONS.  The Chairman of the Board,the Chief Executive Officer, the President, any Vice President, CorporateSecretary or any other officer or officers authorized by the Board or the Chairmanof the Board are each authorized to vote, represent and exercise on behalf ofthe Corporation all rights incident to any and all shares of any othercorporation or corporations standing in the name of the Corporation.

 

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The authority hereingranted may be exercised either by any such officer or by any other personauthorized so to do by proxy or power of attorney duly executed by saidofficer.

 

SECTION 3.  SEAL. It shall not be necessary to the validity of any instrument executed byany authorized officer or officers of the Corporation that the execution ofsuch instrument be evidenced by the corporate seal, and all documents,instruments, contracts and writings of all kinds signed on behalf of theCorporation by any authorized officer or officers shall be as effectual andbinding on the Corporation with the corporate seal, as if the execution of thesame had been evidenced by affixing the corporate seal thereto. The Board maygive general authority to any officer to affix the seal of the Corporation andto attest the affixing by signature.

 

SECTION 4.  FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of theBoard.

 

SECTION 5.  DIVIDENDS. Dividends on the capital stock of the Corporation, subject to theprovisions of the Certificate of Incorporation, if any, may be declared by theBoard at any regular or special meeting, pursuant to law, and may be paid incash, in property or in shares of capital stock.

 

Before payment of any dividend, there may be set asideout of any funds of the Corporation available for dividends such sums as thedirectors from time to time, in their absolute discretion, think proper as areserve or reserves to meet contingencies, or for equalizing dividends, or forrepairing or maintaining any property of the Corporation, or for such otherpurpose as the directors shall determine to be in the best interest of theCorporation, and the directors may modify or abolish any such reserve in themanner in which it was created.

 

SECTION 6.  CHECKS. All checks, drafts or other orders for payment of money, notes or otherevidences of indebtedness, issued in the name of or payable to the Corporation,shall be signed or endorsed by such person or persons and in such manner as,from time to time, shall be determined by resolution of the Board.

 

SECTION 7.  RIGHTS AND OPTION FOR PURCHASING STOCK.  Subject to any provisions in the Certificateof Incorporation, the Corporation may create and issue, whether or not inconnection with the issue and sale of any shares of stock or other securitiesof the Corporation, rights or options entitling the holders thereof to purchasefrom the Corporation any shares of its capital stock of any class or classes,such rights or options to be evidenced by or in such instrument or instrumentsas shall be approved by the Board.

 

The terms upon which, including the time or times,which may be limited or unlimited in duration, at or within which, and theprice or prices at which any such shares may be purchased from the Corporation,upon the exercise of any such right or 

 

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option, shall be such as shall be stated in theCertificate of Incorporation, or in a resolution adopted by the Board providingfor the creation and issue of such rights or options, and, in every case, shallbe set forth or incorporated by reference in the instrument or instrumentsevidencing such rights or options. In the absence of actual fraud in thetransaction, the judgment of the directors as to the consideration for issuanceof such rights or options and the sufficiency thereof shall be conclusive.

 

In case the shares of stock of the Corporation to beissued upon the exercise of such rights or options shall be shares having a parvalue, the price or prices so to be received therefor shall not be less thanthe par value thereof.  In case theshares of stock so to be issued shall be shares of stock without par value, theconsideration therefor shall be determined in the manner provided in Section 153of the Delaware General Corporation Law as now set forth or as hereafteramended.

 

SECTION 8.  DEFINITIONS. Unless the context otherwise requires, the masculine gender includes thefeminine and neuter, the singular number includes the plural, and the pluralnumber includes the singular, and the term “person” includes a corporation aswell as a natural person.

 

**ARTICLE VII.  INDEMNIFICATION.**

 

SECTION 1.  RIGHT TO INDEMNIFICATION.  Each person who was or is a party or isthreatened to be made a party or is involved in any action, suit or proceeding,whether civil, criminal, administrative or investigative (hereinafter a “proceeding”),by reason of the fact that he or she, or a person of whom he or she is thelegal representative, is or was a director or officer of the Corporation or isor was serving at the request of the Corporation as a director, officer,employee or agent of another corporation or of a partnership, joint venture,trust or other enterprise, including service with respect to employee benefitplans, whether the basis of such proceeding is alleged action in an officialcapacity or in any other capacity while serving as a director, officer,employee or agent, shall be indemnified and held harmless by the Corporation tothe fullest extent permitted by the laws of Delaware as the same exist or mayhereafter be amended (but in the case of such amendment, only to the extentthat such amendment permits the Corporation to provide broader indemnificationrights than said laws permitted the Corporation to provide prior to suchamendment) against all costs, charges, expenses, liabilities and losses(including attorneys’ fees, judgments, fines, ERISA excise taxes or penaltiesand amounts paid or to be paid in settlement and amounts expended in seekingindemnification granted to such person under applicable law, this bylaw or anyagreement with the Corporation) reasonably incurred or suffered by such personin connection therewith and such indemnification shall continue as to a personwho has ceased to be a director, officer, employee or agent and shall inure tothe benefit of his or her heirs, executors and administrators; PROVIDED,HOWEVER, that except as provided in Section 2 of this Article VII,the Corporation shall indemnify any such person seeking indemnification inconnection with a proceeding (or part thereof) initiated by such person only ifsuch proceeding (or part thereof) was initiated or authorized by one or moremembers of the Board.  The right to indemnificationconferred in this

 

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Section 1 shall be acontract right and shall include the right to be paid by the Corporation theexpenses incurred in defending any such proceeding in advance of its finaldisposition; PROVIDED, HOWEVER, that if the Delaware General Corporation Law sorequires, the payment of such expenses incurred by a director or officer in hisor her capacity as a director of officer (and not in any other capacity inwhich service was or is rendered by such person while a director or officer, including,without limitation, service to an employee benefit plan) in advance of thefinal disposition of a proceeding shall be made only upon delivery to theCorporation of an undertaking, by or on behalf of such director or officer, torepay all amounts so advanced if it shall ultimately be determined that suchdirector or officer is not entitled to be indemnified under this Section 1or otherwise.  The Corporation may, byaction of the Board, provide indemnification to employees and agents of theCorporation with the same scope and effect as the foregoing indemnification ofdirectors and officers.

 

SECTION 2.  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under Section 1 of this Article VIIis not paid in full by the Corporation within thirty (30) days after a writtenclaim has been received by the Corporation, the claimant may at any timethereafter bring suit against the Corporation to recover the unpaid amount ofthe claim and, if successful in whole or in part, the claimant shall beentitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action(other than an action brought to enforce a claim for expenses incurred indefending any proceeding in advance of its final disposition where the requiredundertaking, if any is required, has been tendered to the Corporation) that theclaimant has failed to meet a standard of conduct which makes it permissibleunder Delaware law for the Corporation to indemnify the claimant for the amountclaimed.  Neither the failure of theCorporation (including the Board, independent legal counsel or itsstockholders) to have made a determination prior to the commencement of suchaction that indemnification of the claimant is permissible in the circumstancesbecause he or she has met such standard of conduct, nor an actual determinationby the Corporation (including the Board, independent legal counsel or itsstockholders) that the claimant has not met such standard of conduct, shall bea defense to the action or create a presumption that the claimant has failed tomeet such standard of conduct.

 

SECTION 3.  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification and the paymentof expenses incurred in defending a proceeding in advance of its finaldisposition conferred in this Article VII shall not be exclusive of anyother right which any person may have or hereafter acquire under any statute,provision of the Certificate of Incorporation, Bylaw, agreement, vote ofstockholders or disinterested directors or otherwise.

 

SECTION 4.  INSURANCE. The Corporation may maintain insurance, at its expense, to protectitself and any director, officer, employee or agent of the Corporation oranother corporation, partnership, joint venture, trust or other enterpriseagainst any such expense, liability or loss, whether or not the Corporationwould have the power to indemnify such person against such expense, liabilityor loss under Delaware law.

 

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SECTION 5.  EXPENSES AS A WITNESS.  To the extent that any director, officer,employee or agent of the Corporation is by reason of such position, or aposition with another entity at the request of the Corporation, a witness inany action, suit or proceeding, he or she shall be indemnified against allcosts and expenses actually and reasonably incurred by him or her or on his orher behalf in connection therewith.

 

SECTION 6.  INDEMNITY AGREEMENTS.  The Corporation may enter into indemnityagreements with the persons who are members of the Board from time to time, andwith such officers, employees and agents as the Board may designate, suchindemnity agreements to provide in substance that the Corporation willindemnify such persons to the full extent contemplated by this Article VII.

 

SECTION 7.  EFFECT OF AMENDMENT.  Any amendment, repeal or modification of anyprovision of this Article VII by the stockholders and the directors of theCorporation shall not adversely affect any right or protection of a director orother officer of the Corporation existing at the time of the amendment, repealor modification.

 

**ARTICLE VIII.  EMERGENCY PROVISIONS.**

 

SECTION 1.  GENERAL. The provisions of this Article VIII shall be operative only duringa national emergency declared by the President of the United States or theperson performing the President’s functions, or in the event of a nuclear,atomic or other attack on the United States or a disaster making it impossibleor impracticable for the Corporation to conduct its business without recourseto the provisions of this Article VIII. Said provisions in such eventshall override all other Bylaws in conflict with any provisions of this Article VIII,and shall remain operative so long as it remains impossible or impracticable tocontinue the business of the Corporation otherwise, but thereafter shall beinoperative; PROVIDED, HOWEVER, that all actions taken in good faith pursuantto such provisions shall thereafter remain in full force and effect unless anduntil revoked by action taken pursuant to the provisions of the Bylaws otherthan those contained in this Article VIII.

 

SECTION 2.  UNAVAILABLE DIRECTORS.  All directors of the Corporation who are notavailable to perform their duties as directors by reason of physical or mentalincapacity or for any other reason or who are unwilling to perform their dutiesor whose whereabouts are unknown shall automatically cease to be directors,with like effect as if such persons had resigned as directors, so long as suchunavailability continues.

 

SECTION 3.  AUTHORIZED NUMBER OF DIRECTORS.  The authorized number of directors shall bethe number of directors remaining after eliminating those who have ceased to bedirectors pursuant to Section 2 of this Article VIII, or the minimumnumber required by law, whichever number is greater.

 

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SECTION 4.  QUORUM. The number of directors necessary to constitute a quorum shall beone-third (1/3) of the authorized number of directors as specified in theforegoing Section 3, or such other minimum number as, pursuant to the lawor lawful decree then in force, it is possible for the bylaws of a corporationto specify.

 

SECTION 5.  CREATION OF EMERGENCY COMMITTEE.  In the event the number of directorsremaining after eliminating those who have ceased to be directors pursuant to Section 2of this Article VIII is less than the minimum number of authorizeddirectors required by law, then until the appointment of additional directorsto make up such required minimum, all the powers and authorities which the Boardcould by law delegate, including all powers and authorities which the Boardcould delegate to a committee, shall be delegated to an emergency committee,and the emergency committee shall thereafter manage the affairs of theCorporation pursuant to such powers and authorities as may by law or lawfuldecrees be conferred on any person or body of persons during a period ofemergency.

 

SECTION 6.  CONSTITUTION OF EMERGENCY COMMITTEE.  The emergency committee shall consist of allthe directors remaining after eliminating those who have ceased to be directorspursuant to Section 2 of this Article VIII, provided that suchremaining directors are not less than three (3) in number. In the eventsuch remaining directors are less than three (3) in number, the emergencycommittee shall consist of three (3) persons, who shall be the remainingdirector or directors and either one (1) or two (2) officers oremployees of the Corporation, as the remaining director or directors may inwriting designate. If there is no remaining director, the emergency committeeshall consist of the three (3) most senior officers of the Corporation whoare available to serve, and if and to the extent that officers are notavailable, the most senior employees of the Corporation. Seniority shall bedetermined in accordance with any designation of seniority in the minutes ofthe proceedings of the Board, and in the absence of such designation, shall bedetermined by rate of remuneration. In event that there are no remainingdirectors and no officers or employees of the Corporation available, theemergency committee shall consist of three (3) persons designated inwriting by the stockholder owning the largest number of shares of record as ofthe date of the last record date.

 

**ARTICLE IX.  AMENDMENTS.**

 

SECTION 1.  AMENDMENTS.  Subject to any contrary or limiting provisionscontained in the Certificate of Incorporation, the Bylaws may be amended orrepealed, or new Bylaws may be adopted (a) by the affirmative vote of amajority of the shares issued and outstanding and entitled to vote at anyannual or special meeting of stockholders, or (b) by the affirmative voteof the majority of the Board at any regular or special meeting; provided thatthe notice of such meeting of stockholders or directors, whether regular orspecial, shall specify as one of the purposes thereof the making of suchamendment or repeal, and provided further that any amendment of the Bylaws madeby the Board may be further amended or repealed by the stockholders.

 

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