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Exhibit 3.2 ORBITAL SCIENCES CORPORATION AMENDED AND RESTATED BYLAWS Amended and Restated as of July 22, 2004




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TABLE OF CONTENTS Page1.
    
    MEETINGS OF STOCKHOLDERS
    
    
    11.1.
    
    Place of Meetings
    
    
    11.2.
    
    Annual Meetings
    
    
    11.3.
    
    Special Meetings
    
    
    11.4.
    
    Notice of Meetings
    
    
    11.5.
    
    Waivers of Notice
    
    
    11.6.
    
    Notice of Stockholder Business and Nominations
    
    
    21.7.
    
    List of Stockholders
    
    
    41.8.
    
    Quorum and Adjournment
    
    
    51.9.
    
    Voting and Proxies
    
    
    61.10.
    
    Required Vote
    
    
    61.11.
    
    Conduct of Meetings
    
    
    71.12.
    
    Meetings by Remote Communications
    
    
    71.13.
    
    Inspectors of Election
    
    
    72.
    
    DIRECTORS
    
    
    82.1.
    
    Powers
    
    
    82.2.
    
    Number and Election
    
    
    82.3.
    
    Nomination of Directors
    
    
    82.4.
    
    Term
    
    
    82.5.
    
    Vacancies
    
    
    92.6.
    
    Meetings
    
    
    92.6.1.         Regular Meetings
    
    
    92.6.2.         Special Meetings
    
    
    92.6.3.         Telephone Meetings
    
    
    92.6.4.         Action Without Meeting
    
    
    102.6.5.         Waiver of Notice of Meeting
    
    
    102.7.
    
    Quorum and Vote at Meetings
    
    
    102.8.
    
    Adjournment
    
    
    102.9.
    
    Resignation and Removal
    
    
    112.10.
    
    Committees of Directors
    
    
    112.11.
    
    Compensation of Directors
    
    
    113.
    
    OFFICERS
    
    
    123.1.
    
    General
    
    
    123.2.
    
    Chairman of the Board
    
    
    123.3.
    
    Chief Executive Officer
    
    
    123.4.
    
    President
    
    
    123.5.
    
    Chief Financial Officer
    
    
    123.6.
    
    Vice President
    
    
    133.7.
    
    Secretary and Assistant Secretary
    
    
    133.8.
    
    Treasurer and Assistant Treasurer
    
    
    133.9.
    
    Controller and Assistant Controller
    
    
    133.10.
    
    Term of Office
    
    
    134.
    
    CAPITAL STOCK
    
    
    144.1.
    
    Certificates of Stock; Uncertificated Shares
    
    
    144.2.
    
    Lost Certificates
    
    
    144.3.
    
    Record Date
    
    
    154.3.1.         Actions by Stockholders
    
    
    154.3.2.         Payments
    
    
    154.4.
    
    Stockholders of Record
    
    
    154.5.
    
    Transfers of Stock
    
    
    155.
    
    GENERAL PROVISIONS
    
    
    165.1.
    
    Dividends
    
    
    165.2.
    
    Execution of Instruments
    
    
    165.3.
    
    Fiscal Year
    
    
    165.4.
    
    Seal
    
    
    165.5.
    
    Amendments
    
    
    16
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ORBITAL SCIENCES CORPORATION AMENDED AND RESTATED BYLAWS
(amended as of April 28, 2005) 1. MEETINGS OF STOCKHOLDERS 1.1. Place of Meetings All meetings of the stockholders shall be held at such place as may be fixed from time to time
by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.
Notwithstanding the foregoing, the Board of Directors may determine that the meeting shall not be
held at any place, but may instead be held by means of remote communication. 1.2. Annual Meetings The Corporation shall hold an annual meeting of stockholders on such date and at such time as
shall be designated from time to time by the Board of Directors, the Chairman of the Board, the
Chief Executive Officer or the President, at which stockholders shall elect a Board of Directors
and transact such other business as may properly be brought before the meeting. 1.3. Special Meetings Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed
by statute or the Certificate of Incorporation, may be called by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President. 1.4. Notice of Meetings Notice of any meeting of stockholders, stating the place, if any, date and hour of the
meeting, the means of remote communication, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such meeting, and (if it is a special meeting) the
purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date of the meeting
(except to the extent that such notice is waived or is not required as provided in the General
Corporation Law of the State of Delaware (the Delaware General Corporation Law) or these Bylaws).
Such notice shall be given in accordance with, and shall be deemed effective as set forth in,
Sections 222 and 232 (or any successor section or sections) of the Delaware General Corporation
Law. 1.5. Waivers of Notice Whenever the giving of any notice is required by statute, the Certificate of Incorporation or these Bylaws, a written waiver thereof signed by the person or
persons entitled




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to said notice, or a waiver thereof by electronic transmission by the person entitled to said
notice, delivered to the Corporation, whether before or after the event as to which such notice is
required, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall
constitute a waiver of notice (1) of such meeting, except when the stockholder at the beginning
of the meeting objects to holding the meeting or transacting business at the meeting because
that meeting is not lawfully called or convened, and (2) (if it is a special meeting) of
consideration of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the stockholder objects to considering the matter at the
beginning of the meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written waiver of notice or
any waiver by electronic transmission. 1.6. Notice of Stockholder Business and Nominations (A)Annual Meetings of Stockholders At an annual meeting of the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at
the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a
stockholder who is entitled to vote at the meeting, who complies with the procedures set forth in
these Bylaws and who is a stockholder of record at the time notice is delivered to the Secretary of
the Corporation. For business to be properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the Secretary of the
Corporation and such business must otherwise be a proper matter for stockholder action. To be
timely, a stockholders notice must be delivered to or mailed and received by the Secretary at the
principal executive offices of the Corporation, not later than 90 calendar days nor earlier than
120 calendar days prior to the first anniversary of the date of the preceding years annual
meeting; provided, however, that in the event that the date of the annual meeting is more than 30
calendar days before or more than 30 calendar days after such anniversary date, notice by the
stockholder to be timely must be delivered to or mailed and received by the Secretary (i) not
earlier than 120 calendar days prior to such annual meeting and (ii) not later than the later of 90
calendar days prior to such annual meeting or the 10th calendar day following the day on which
public announcement of the date of such annual meeting is first made by the Corporation. In no
event shall an announcement of an adjournment or postponement of a meeting of stockholders commence
a new time period (or extend any time period) for the giving of a stockholders notice as provided
in this Section 1.6. Notwithstanding the foregoing, in the event that the number of directors to be elected to the
Board of Directors of the Corporation at an annual meeting is increased and there is no public
announcement by the Corporation naming all of the nominees for director or specifying the size of
the increased Board of Directors at least 100 days prior to the first anniversary of the preceding
years annual meeting, a stockholders notice required by this Section 1.6 shall also be considered
timely, but only with respect to nominees for any new 2




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positions created by such increase, if it shall be delivered to or mailed and received by the
Secretary of the Corporation at the principal executive offices of the Corporation not later than
the close of business on the 10th day following the day on which such public announcement is first
made by the Corporation. In no event shall an announcement of an adjournment or postponement of a
meeting of stockholders commence a new time period (or extend any time period) for the giving of a
stockholders notice as provided in this Section 1.6. A stockholders notice shall set forth as to each matter the stockholder proposes to bring
before the annual meeting: (a) in the case of a director nomination (i) the name and address of
the stockholder who intends to make the nomination, of the beneficial owner, if any, on whose
behalf the nomination is being made and of the person or persons to be nominated; (ii) a
representation that the stockholder is a holder of record of stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (iii) the class, series and number of shares of capital
stock of the Company that are beneficially owned by such stockholder or beneficial owner; (iv) a
description of all arrangements or understandings between the stockholder or such beneficial owner
and each nominee and any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder; (v) such other information
regarding each nominee proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (vi) the
consent of each nominee to serve as a director of the Corporation if so elected and (b) in the case
of other business (i) a brief description of the business desired to be brought before the annual
meeting, the reasons for conducting such business at the annual meeting and the text of the
proposal or business, (ii) the name and address, as they appear on the Corporations books, of the
stockholder proposing such business, and of the beneficial owner, if any, on whose behalf the
business is being brought, (iii) the class, series and number of shares of the Corporation which
are beneficially owned by the stockholder, and such other beneficial owner, (iv) a representation
that the stockholder is a holder of record of stock entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to propose such business, and (v) any material interest
of the stockholder and such other beneficial owner in such business. (B)Special Meetings of Stockholders Business transacted at any special meeting of stockholders shall be limited to the purposes
stated in the notice (except to the extent that such notice is waived or is not required as
provided in the Delaware General Corporation Law or these Bylaws). Nominations of persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the Corporations notice of
meeting only (a) by or at the direction of the Board of Directors or (b) provided that the Board of
Directors has determined that directors shall be elected at such meeting, by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies with the procedures set forth in
these Bylaws and who is a stockholder of record at the time notice is delivered to the Secretary of
the Corporation. In the event the Corporation calls a special 3




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meeting of stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in the Corporations notice of meeting, if the stockholders
notice in the same form as required above in this Section 1.6 shall be delivered to or mailed and
received by the Secretary of the Corporation at the principal executive offices of the Corporation
not less than 90 calendar days nor more than 120 calendar days prior to such special meeting or, if
later, not later than the 10th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. To the extent that a stockholder is entitled to propose
any other business at a special meeting of the stockholders as specified in the Certificate of
Incorporation or by statute, the notice and information requirements shall be the same as set forth
in this Section 1.6. In no event shall an announcement of an adjournment or postponement of a
meeting of stockholders commence a new time period (or extend any time period) for the giving of a
stockholders notice as provided in this Section 1.6. (C)General Only such persons who are nominated in accordance with the procedures set forth in this
Section 1.6 shall be eligible to serve as directors and only such business shall be conducted at a
meeting of the stockholders as shall have been brought before the meeting in accordance with the
procedures set forth herein. Except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, the chairperson of the meeting shall have the power and duty to determine and
declare whether a nomination or any business was properly brought before the meeting and in
accordance with the provisions of this Section 1.6 and if he or she should determine that such
proposed nomination or business was not properly brought, he or she shall so declare to the meeting
that such defective nomination or proposal be disregarded. For purposes of this Section 1.6, public announcement shall mean 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
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act of 1934, as amended (the
Exchange Act). Notwithstanding the foregoing provisions of this Section 1.6, a stockholder shall also comply
with all applicable requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 1.6. Nothing in this Section 1.6 shall be deemed
to affect any rights (i) of stockholders to request inclusion of proposals in the Corporations
proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series
of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of
Incorporation. 1.7. List of Stockholders After the record date for a meeting of stockholders has been fixed, at least ten days before
such meeting, the officer who has charge of the stock ledger of the Corporation shall make a list
of all stockholders entitled to vote at the meeting, arranged in alphabetical order and 4




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showing the address of each stockholder (but not the electronic mail address or other
electronic contact information, unless the Board of Directors so directs) and the number of shares
registered in the name of each stockholder. Such list shall be open to the examination of any
stockholder for any purpose germane to the meeting for a period of at least ten days prior to the
meeting: (1) on a reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting, or (2) during ordinary
business hours, at the principal place of business of the Corporation. If the list is made
available on an electronic network, the Corporation may take reasonable steps to ensure that such
information is available only to stockholders of the Corporation. If the meeting is to be held at
a place, then such list shall also, for the duration of the meeting, be produced and kept open to
the examination of any stockholder who is present at the time and place of the meeting. If the
meeting is to be held solely by means of remote communication, then such list shall also be open to
the examination of any stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be provided with the
notice of the meeting. 1.8. Quorum and Adjournment Stockholders may take action on a matter at a meeting only if a quorum exists with respect to
that matter. Except as otherwise provided by statute or by the Certificate of Incorporation, the
holders of a majority of the shares entitled to vote at the meeting, and who are present in person
or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. Where a separate vote by a class or classes of stock or series thereof is
required, a majority of the outstanding shares of such class or classes of stock or series thereof,
present in person or represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter. Once a share is represented for any purpose at a meeting
(other than solely to object (a) to holding the meeting or transacting business at the meeting, or
(b) (if it is a special meeting) to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice), it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for the adjourned meeting. The chairman of the meeting or the holders of a majority of the voting shares represented at a
meeting, whether or not a quorum is present, may adjourn such meeting from time to time. When a
meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if
the time and place, if any, thereof, and the means of remote communications, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at such adjourned
meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting,
the Corporation may transact any business which might have been transacted at the original meeting.
If the adjournment is for more than 30 days, or if after the adjournment, a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. 5




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1.9. Voting and Proxies Unless otherwise provided in the Delaware General Corporation Law or in the Certificate of
Incorporation, and subject to the other provisions of these Bylaws, each stockholder shall be
entitled to one vote on each matter, in person or by proxy, for each share of the Corporations
capital stock that has voting power and that is held by such stockholder. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for the stockholder by
proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. Without limiting the manner in which a stockholder may
authorize another person or persons to act for the stockholder as proxy, the following shall
constitute a valid means by which a stockholder may grant such authority: (a) A stockholder may
execute a writing authorizing another person or persons to act for the stockholder as proxy.
Execution may be accomplished by the stockholder or the stockholders authorized officer, director,
employee or agent signing such writing or causing such persons signature to be affixed to such
writing by any reasonable means including, but not limited to, by facsimile signature; or (b) A
stockholder may authorize another person or persons to act for the stockholder as proxy by
transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic
transmission to the person who will be the holder of the proxy or to a proxy solicitation firm,
proxy support service organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such transmission, provided that any such telegram, cablegram or
other means of electronic transmission must either set forth or be submitted with information from
which it can be determined that the telegram, cablegram or other electronic transmission was
authorized by the stockholder. If it is determined that such telegrams, cablegrams or other
electronic transmissions are valid, the inspectors of election for the meeting, or if there are no
inspectors, such other persons making that determination, shall specify the information upon which
they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing,
telegram, cablegram or other transmission authorizing another person or persons to act as proxy for
a stockholder may be substituted or used in lieu of the original writing, telegram, cablegram or
other transmission for any and all purposes for which the original writing, telegram, cablegram or
other transmission could be used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing, telegram, cablegram
or other transmission. For purposes of these Bylaws, electronic transmission means any form of
communication, not directly involving the physical transmission of paper, that results in the
creation of a record that may be retained, retrieved, and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such recipient through an automated process. 1.10. Required Vote When a quorum is present at any meeting of stockholders, all matters shall be determined,
adopted and approved by the affirmative vote (which need not be by ballot) of the holders of a
majority of the shares present in person or represented by proxy at the meeting and entitled to
vote with respect to the matter, unless the proposed action is one upon which, by express provision
of statutes or of the Certificate of Incorporation, a different vote is specified and required, in
which case such express provision shall govern and control with respect to that 6




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vote on that matter. Where a separate vote by a class or classes is required, the affirmative
vote of the holders of a majority of the shares of such class or classes present in person or
represented by proxy at the meeting shall be the act of such class. Notwithstanding the foregoing,
directors shall be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of directors. 1.11. Conduct of Meetings The Board of Directors may adopt by resolution such rules and regulations for the conduct of
any meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent
with any such rules and regulations adopted by the Board of Directors, the chairperson of any
meeting of the stockholders shall have the right and authority to prescribe such rules and
regulations and do all acts, as, in the judgment of that chairperson, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board
of Directors or prescribed by the chairperson of the meeting, may include, without limitation, the
following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and
procedures for maintaining order at the meeting and the safety of those present; (c) limitations on
attendance at or participation in the meeting to stockholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the chairperson of the meeting
shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless
and to the extent determined by the Board of Directors or the chairperson of the meeting, meetings
of stockholders shall not be required to be held in accordance with the rules of parliamentary
procedure. 1.12. Meetings by Remote Communications If authorized by the Board of Directors, and subject to such guidelines and procedures as the
Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of
stockholders may, by means of remote communication, participate in the meeting and be deemed
present in person and vote at the meeting, whether such meeting is to be held in a designated place
or solely by means of remote communication, provided that (a) the Corporation shall implement
reasonable measures to verify that each person deemed present and permitted to vote at the meeting
by means of remote communication is a stockholder or proxy holder, (b) the Corporation shall
implement reasonable measures to provide such stockholders and proxy holders a reasonable
opportunity to participate in the meeting and to vote on matters submitted to the stockholders,
including the opportunity to read or hear the proceedings in the meeting substantially concurrently
with such proceedings and (c) if the stockholder or proxy holder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action shall be maintained
by the Corporation. 1.13. Inspectors of Election The Board of Directors shall, in advance of any meeting of stockholders, appoint one or more
inspectors to act at the meeting and make a written report thereof. The Board of Directors may
designate one or more persons as alternate inspectors to replace any inspector who 7




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fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the
chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the best of such
inspectors ability. The inspectors shall: (a) ascertain the number of shares outstanding and the
voting power of each; (b) determine the shares represented at the meeting and the validity of
proxies and ballots; (c) count all votes and ballots; (d) determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination by the inspectors;
and (e) certify their determination of the number of shares represented at the meeting and their
count of all votes and ballots. The inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the inspectors. 2. DIRECTORS 2.1. Powers The business and affairs of the Corporation shall be managed by or under the direction of the
Board of Directors, which may exercise all such powers of the Corporation and do all such lawful
acts and things, subject to any limitation set forth in the Certificate of Incorporation or as
otherwise may be provided in the Delaware General Corporation Law. 2.2. Number and Election The number of directors which shall constitute the whole board shall not be fewer than three
nor more than fifteen. Within the limits above specified, the number of directors shall be
determined by resolution of the Board of Directors. 2.3. Nomination of Directors Subject to the rights of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect directors under specified circumstances,
nominations for the election of directors may be made (a) by the Board of Directors or a committee
appointed by the Board of Directors or (b) by any stockholder who is entitled to vote at the
meeting, who complies with the procedures set forth in these Bylaws and who is a stockholder of
record at the time notice is delivered to the Secretary of the Corporation. 2.4. Term Subject to the Certificate of Incorporation, the directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2.5 hereof, and each director elected
shall hold office until such directors successor is elected and qualified or until the directors
earlier death, resignation or removal. 8




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2.5. Vacancies Vacancies and newly created directorships resulting from any increase in the authorized number
of directors elected by all of the stockholders having the right to vote as a single class may be
filled by the affirmative vote of a majority of the directors then in office, although fewer than a
quorum, or by a sole remaining director. Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions of the Certificate of
Incorporation, vacancies and newly created directorships of such class or classes or series may be
filled by the affirmative vote of a majority of the directors elected by such class or classes or
series thereof then in office, or by a sole remaining director so elected. Each director so chosen
shall hold office until the next election of directors of the class to which such director was
appointed, and until such directors successor is elected and qualified, or until the directors
earlier death, resignation or removal. In the event that one or more directors resign from the
Board, effective at a future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each director so chosen
shall hold office until the next election of directors, and until such directors successor is
elected and qualified, or until the directors earlier death, resignation or removal. No decrease
in the number of authorized directors shall shorten the term of any incumbent director. 2.6. Meetings 2.6.1. Regular Meetings Regular meetings of the Board of Directors may be held at such time or times and on such date
or dates and at such place or places as shall from time to time be determined by the Board of
Directors. A notice of each regular meeting shall not be required to be given to the directors. 2.6.2. Special Meetings Special meetings of the Board of Directors may be called by the Chairman of the Board, the
Chief Executive Officer or President or by one-third or more in number of the directors on one
days notice to each director, either personally or by telephone, express delivery service (so that
the scheduled delivery date of the notice is at least one day in advance of the meeting), telegram,
facsimile transmission, electronic mail (effective when directed to an electronic mail address of
the director), or other electronic transmission, as defined in Section 232(c) (or any successor
section) of the Delaware General Corporation Law (effective when directed to the director), and on
five days notice by mail (effective upon deposit of such notice in the mail). The notice need not
describe the purpose of a special meeting. 2.6.3. Telephone Meetings Members of the Board of Directors may participate in a meeting of the board by any
communication by means of which all participating directors can simultaneously hear each 9




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other during the meeting. A director participating in a meeting by this means is deemed to be
present in person at the meeting. 2.6.4. Action Without Meeting Any action required or permitted to be taken at any meeting of the Board of Directors may be
taken without a meeting if the action is taken by all members of the Board. The action must be
evidenced by one or more consents in writing or by electronic transmission delivered to the
Corporation for inclusion in the minute book. 2.6.5. Waiver of Notice of Meeting A director may waive any notice required by statute, the Certificate of Incorporation or these
Bylaws before or after the date and time stated in the notice. Except as set forth below, the
waiver must be in writing, signed by the director entitled to the notice, or made by electronic
transmission by the director entitled to the notice, and delivered to the Corporation for inclusion
in the minute book. Notwithstanding the foregoing, a directors attendance at or participation in
a meeting waives any required notice to the director of the meeting unless the director at the
beginning of the meeting objects to holding the meeting or transacting business at the meeting and
does not thereafter vote for or assent to action taken at the meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be
specified in any written waiver of notice or any waiver by electronic transmission. 2.7. Quorum and Vote at Meetings At all meetings of the Board of Directors, a quorum of the Board of Directors consists of a
majority of the total number of directors prescribed pursuant to Section 2.2 of these Bylaws,
except to fill vacancies in the Board of Directors as specified in Section 2.5 of these Bylaws and
to adjourn as provided in Section 2.8 of these Bylaws. The vote of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute or by the Certificate of Incorporation
or by these Bylaws. 2.8. Adjournment A majority of the directors present, whether or not constituting a quorum, may adjourn any
meeting to another time and place. Notice of the time and place of holding of an adjourned meeting
need not be given if announced unless the meeting is adjourned for more than twenty-four (24)
hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time
and place of the adjourned meeting shall be given before the adjourned meeting takes place, in the
manner specified in Section 2.6.2 of these Bylaws to the directors who were not present at the time
of adjournment. 10




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2.9. Resignation and Removal Any director may resign at any time, by giving notice in writing or by electronic transmission
to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified in the notice of
resignation or, if no time is specified, immediately upon receipt of the notice. Unless otherwise
specified in the notice of resignation, acceptance of the resignation shall not be necessary to
make it effective. Subject to the rights of any holders of any class or series of capital stock
then outstanding and except as otherwise set forth in the Certificate of Incorporation, any
director may be removed from office at any time only for cause and only by the affirmative vote of
the holders of at least a majority of the voting power of the shares of capital stock of the
Corporation entitled to vote at an election of directors, voting together as a single class. 2.10. Committees of Directors The Board of Directors may designate one or more committees, each committee to consist of one
or more directors. The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of the committee. If a
member of a committee shall be absent from any meeting, or disqualified from voting thereat, the
remaining member or members present and not disqualified from voting, whether or not such member or
members constitute a quorum, may, by unanimous vote, appoint another member of the Board of
Directors to act at the meeting in the place of such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or authority in reference
to approving or adopting, or recommending to the stockholders, any action or matter expressly
required by the Delaware General Corporation Law to be submitted to stockholders for approval or
adopting, amending or repealing any bylaw of the Corporation. Such committee or committees shall
have such name or names as may be determined from time to time by resolution adopted by the Board
of Directors. Each committee shall keep regular minutes of its meetings and report the same to the
Board of Directors, when required. Unless otherwise specified in the Board resolution appointing
the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to
meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements
of the Board of Directors apply, as well, to such committees and their members. Unless otherwise
provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of
Directors designating the committee, a committee may create one or more subcommittees, each
subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any
or all of the powers and authority of the committee. 2.11. Compensation of Directors Unless otherwise restricted by law, the Board of Directors shall have the authority to fix,
from time to time, the amount of compensation, if any, which shall be paid to directors for 11




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their services as directors and to reimburse directors for expenses of attendance at meetings.
No such payment shall preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. 3. OFFICERS 3.1. General The officers of the Corporation shall consist of a Chairman of the Board, a Chief Executive
Officer, a President, a Chief Financial Officer, a Secretary and a Treasurer, and such other
officers as the Board of Directors (or an officer authorized by the Board of Directors) from time
to time may appoint, including one or more Vice Chairmen, one or more Executive Vice Presidents,
Vice Presidents, Assistant Secretaries and Assistant Treasurers and a Controller. Each such
officer shall exercise such powers and perform such duties as shall be set forth below and such
other powers and duties as from time to time may be specified by the Board of Directors or by any
officer(s) authorized by the Board of Directors to prescribe the duties of such other officers.
Any number of offices may be held by the same person, except that in no event shall the President
and the Secretary be the same person. 3.2. Chairman of the Board The Chairman of the Board shall be a member of, and appointed by the Board of Directors. The
Chairman shall preside at all meetings of the stockholders and of the Board of Directors at which
he or she is present and shall ensure that all orders and resolutions of the Board of Directors and
stockholders are carried into effect. 3.3. Chief Executive Officer The Chief Executive Officer of the Corporation shall have full responsibility and authority
for the management of the operations of the Corporation, subject to the authority of the Board of
Directors, and shall exercise the duties and have the powers usually pertaining to the office held
by the Chief Executive Officer of a corporation. 3.4. President The President shall be the chief operating officer of the Corporation and shall have full
responsibility and authority for management of the day-to-day operations of the Corporation,
subject to the authority of the Board of Directors and the Chief Executive Officer, and shall
exercise the duties and have the powers usually pertaining to the office held by the President of a
corporation. 3.5. Chief Financial Officer The Chief Financial Officer shall keep and maintain or cause to be kept and maintained,
adequate and correct books and records of account of the business transactions of the 12




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Corporation. The Chief Financial Officer shall make proper accounts of such funds, and render
as required by the Board of Directors such account of all such transactions and of the financial
condition of the Corporation. The books of all accounts shall at all reasonable times be open to
inspection by any directors. The Chief Financial Officer shall be empowered, from time to time, to
require from the officers or agents of the Corporation reports or statements giving such
information as he or she may desire with respect to any and all financial transactions of the
Corporation, and shall exercise the duties and have the powers usually pertaining to the office
held by the Chief Financial Officer of a corporation. 3.6. Vice President Any Vice President shall have such duties and powers as shall be determined by the Board of
Directors, the Chairman of the Board, the Chief Executive Officer or the President. 3.7. Secretary and Assistant Secretary The Secretary shall have responsibility for preparation of minutes of meetings of the Board of
Directors and of the stockholders and for authenticating records of the Corporation. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and special meetings
of the Board of Directors. The Secretary may also attest all instruments signed by any other
officer of the Corporation. Any Assistant Secretaries shall, in the absence of the Secretary or in
the event of the Secretarys inability or refusal to act, perform the duties and exercise the
powers of the Secretary. 3.8. Treasurer and Assistant Treasurer The Treasurer shall have responsibility for the custody of the corporate funds and securities
and shall see to it that full and accurate accounts of receipts and disbursements are kept in books
belonging to the Corporation. The Treasurer shall render to the Chairman of the Board, the Chief
Executive Officer, the President, and the Board of Directors, upon request, an account of all
financial transactions and of the financial condition of the Corporation. Any Assistant Treasurer
shall, in the absence of the Treasurer or in the event of the Treasurers inability or refusal to
act, perform the duties and exercise the powers of the Treasurer. 3.9. Controller and Assistant Controller If a Controller is elected, the Controller shall be the chief accounting officer of the
Corporation and shall be in charge of its books of account and accounting records, and of its
accounting procedures. Any Assistant Controller shall, in the absence of the Controller on in the
event of the Controllers inability or refusal to act, perform the duties and exercise the powers
of the Controller. 3.10. Term of Office The officers of the Corporation shall hold office until their successors are chosen and
qualify or until their earlier death, resignation or removal. Any officer may resign at any 13




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time by delivering his or her resignation in writing or by electronic transmission to the
Corporation or to the Chief Executive Officer or Secretary of the Corporation. Such resignation
shall be effective upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event. Any officer elected or appointed by the Board of Directors may
be removed at any time, with or without cause, by the affirmative vote of a majority of the Board
of Directors. 4. CAPITAL STOCK 4.1. Certificates of Stock; Uncertificated Shares The shares of the Corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution that some or all of any or all classes or series of the
Corporations stock shall be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock
represented by certificates, and upon request every holder of uncertificated shares, shall be
entitled to have a certificate (representing the number of shares registered in certificate form)
signed in the name of the Corporation by the Chairman of the Board, the Chief Executive Officer,
the President or any Vice President, and by the Treasurer, Secretary or any Assistant Treasurer or
Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar whose signature or facsimile signature
appears on a 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 such
person were such officer, transfer agent or registrar at the date of issue. 4.2. Lost Certificates The Board of Directors, Chairman of the Board, Chief Executive Officer, President or Secretary
may direct a new certificate of stock to be issued in place of any certificate theretofore issued
by the Corporation and alleged to have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen
or destroyed. When authorizing such issuance of a new certificate, the Board of Directors or any
such officer may, as a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or such owners legal representative, to advertise
the same in such manner as the Board of Directors or such officer shall require and/or to give the
Corporation a bond or indemnity, in such sum or on such terms and conditions as the Board of
Directors or such officer may direct, as indemnity against any claim that may be made against the
Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on
account of the issuance of such new certificate or uncertificated shares, or both. 14




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4.3. Record Date 4.3.1. Actions by Stockholders In order that the Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is adopted by the Board
of Directors, and which record date shall not be more than 60 days nor less than 10 days before the
date of such meeting. If no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the
close of business on the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting, unless the Board of Directors fixes a
new record date for the adjourned meeting. 4.3.2. Payments In order that the Corporation may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted, and which record
date shall be not more than 60 days prior to such action. If no record date is fixed, the record
date for determining stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto. 4.4. Stockholders of Record The Corporation shall be entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends, to receive notifications, to vote as such
owner, and to exercise all the rights and powers of an owner. The Corporation shall not be bound
to recognize any equitable or other claim to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other notice thereof, except as otherwise may
be provided by the Delaware General Corporation Law. 4.5. Transfers of Stock Stock of the Corporation shall be transferable in the manner prescribed by applicable law and
in these Bylaws. Transfers of shares of the capital stock of the Corporation shall be made only on
the books of the Corporation kept at an office of the Corporation or by transfer agents designated
by the Corporation to transfer shares of the stock of the Corporation. Transfers of stock may be
made only by the registered holder thereof, or by the registered holders attorney thereunto
authorized by power of attorney duty executed and filed with the Secretary of the Corporation or
with the transfer agent appointed by the Board of Directors, and, in the case of certificated
shares, upon the surrender of the certificate or certificates for such shares properly endorsed.
The Board may, from time to time, adopt such additional rules and 15




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procedures concerning the issue, transfer, and registration of certificates for shares of the
capital stock of the Corporation or uncertificated shares as it may deem expedient, not
inconsistent with these Bylaws. 5. GENERAL PROVISIONS 5.1. Dividends The Board of Directors may declare dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation and the laws of the State of
Delaware. 5.2. Execution of Instruments All instruments requiring execution by the Corporation, including but not limited to all contracts, agreements, indentures, checks or demands for money,
notes, bonds, debentures, other obligations, other evidences of indebtedness and mortgages that the
Corporation is authorized to execute may be executed, for and on behalf of the Corporation, by the
Chairman of the Board, any Vice Chairman, the Chief Executive Officer, the President, the Chief
Financial Officer, any Executive Vice President, any Senior Vice President or any Vice President
without any express authority being conferred by the Board of Directors for a specific officer to
execute any such instrument, except where required or permitted by law to be otherwise executed and
except where the execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation. Any person having authority to sign on behalf of the
Corporation may delegate, from time to time, by instrument in writing, all or any part of such
authority to an employee of the Corporation unless such a delegation of authority is specifically
limited by the Board of Directors. 5.3. Fiscal Year The fiscal year of the Corporation shall be the 31st day of December of each year
or such other date as the Board of Directors may determine. 5.4. Seal The corporate seal shall be in such form as the Board of Directors shall approve. The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced. 5.5. Amendments These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the
stockholders at an annual or any special meeting of the stockholders or by the Board of Directors. 16




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The foregoing Amended and Restated Bylaws were adopted by the Board of Directors on July 22,
2004. /s/ Leo MillsteinSecretary 17