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

 

**TABLE OF CONTENTS**               **Page**1. **MEETINGS OF STOCKHOLDERS**  1   1.1. Place of Meetings   1   1.2. Annual Meetings   1   1.3. Special Meetings   1   1.4. Notice of Meetings   1   1.5. Waivers of Notice   1   1.6. Notice of Stockholder Business and Nominations   2   1.7. List of Stockholders   4   1.8. Quorum and Adjournment   5   1.9. Voting and Proxies   6   1.10. Required Vote   6   1.11. Conduct of Meetings   7   1.12. Meetings by Remote Communications   7   1.13. Inspectors of Election   7 2. **DIRECTORS**  8   2.1. Powers   8   2.2. Number and Election   8   2.3. Nomination of Directors   8   2.4. Term   8   2.5. Vacancies   9   2.6. Meetings   9     2.6.1. Regular Meetings   9     2.6.2. Special Meetings   9     2.6.3. Telephone Meetings   9     2.6.4. Action Without Meeting   10     2.6.5. Waiver of Notice of Meeting   10   2.7. Quorum and Vote at Meetings   10   2.8. Adjournment   10   2.9. Resignation and Removal   11   2.10. Committees of Directors   11   2.11. Compensation of Directors   11 3. **OFFICERS**  12   3.1. General   12   3.2. Chairman of the Board   12   3.3. Chief Executive Officer   12   3.4. President   12   3.5. Chief Financial Officer   12   3.6. Vice President   13   3.7. Secretary and Assistant Secretary   13   3.8. Treasurer and Assistant Treasurer   13   3.9. Controller and Assistant Controller   13   3.10. Term of Office   13 4. **CAPITAL STOCK**  14   4.1. Certificates of Stock; Uncertificated Shares   14   4.2. Lost Certificates   14   4.3. Record Date   15     4.3.1. Actions by Stockholders   15     4.3.2. Payments   15   4.4. Stockholders of Record   15   4.5. Transfers of Stock   15 5. **GENERAL PROVISIONS**  16   5.1. Dividends   16   5.2. Execution of Instruments   16   5.3. Fiscal Year   16   5.4. Seal   16   5.5. Amendments   16 
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**ORBITAL SCIENCES CORPORATION**
**AMENDED AND RESTATED BYLAWS**
**1. MEETINGS OF STOCKHOLDERS**
     **1.1. Place of Meetings**
             All meetings of the stockholders shall be held at such place as may befixed 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 anyplace, 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 dateand at such time as shall be designated from time to time by the Board ofDirectors, the Chairman of the Board, the Chief Executive Officer or thePresident, at which stockholders shall elect a Board of Directors and transactsuch other business as may properly be brought before the meeting.
     **1.3. Special Meetings**
             Special meetings of the stockholders, for any purpose or purposes, unlessotherwise prescribed by statute or the Certificate of Incorporation, may becalled by the Board of Directors, the Chairman of the Board, the ChiefExecutive Officer or the President.
     **1.4. Notice of Meetings**
             Notice of any meeting of stockholders, stating the place, if any, date andhour of the meeting, the means of remote communication, if any, by whichstockholders and proxy holders may be deemed to be present in person and voteat such meeting, and (if it is a special meeting) the purpose or purposes forwhich the meeting is called, shall be given to each stockholder entitled tovote at such meeting not less than ten nor more than sixty days before the dateof the meeting (except to the extent that such notice is waived or is notrequired as provided in the General Corporation Law of the State of Delaware(the “**Delaware General Corporation Law**”) or these Bylaws). Such notice shallbe 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 DelawareGeneral Corporation Law.
     **1.5. Waivers of Notice**
             Whenever the giving of any notice is required bystatute, the Certificate of Incorporation or these Bylaws, a written waiverthereof signed by the person or persons entitled to said notice, or a waiverthereof by electronic transmission by the person entitled to said
 

 

notice, delivered to the Corporation, whether before or after the event as towhich 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 themeeting objects to holding the meeting or transacting business at the meetingbecause that meeting is not lawfully called or convened, and (2) (if it is aspecial meeting) of consideration of a particular matter at the meeting that isnot within the purpose or purposes described in the meeting notice, unless thestockholder objects to considering the matter at the beginning of the meeting.Neither the business to be transacted at, nor the purpose of, any regular orspecial meeting of the stockholders need be specified in any written waiver ofnotice 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 beconducted as shall have been properly brought before the meeting. To beproperly brought before an annual meeting, business must be (a) specified inthe notice of meeting (or any supplement thereto) given by or at the directionof the Board of Directors, (b) otherwise properly brought before the meeting byor at the direction of the Board of Directors, or (c) otherwise properlybrought before the meeting by a stockholder who is entitled to vote at themeeting, who complies with the procedures set forth in these Bylaws and who isa stockholder of record at the time notice is delivered to the Secretary of theCorporation. For business to be properly brought before an annual meeting by astockholder, the stockholder must have given timely notice thereof in writingto the Secretary of the Corporation and such business must otherwise be aproper matter for stockholder action. To be timely, a stockholder’s noticemust be delivered to or mailed and received by the Secretary at the principalexecutive offices of the Corporation, not less than 90 calendar days nor morethan 120 calendar days prior to the first anniversary of the date of mailing ofthe notice for the preceding year’s annual meeting; provided, however, that inthe event that the date of the annual meeting is more than 30 days before ormore than 30 days after such anniversary date, notice by the stockholder to betimely must be delivered to or mailed and received by the Secretary (i) notless than 90 calendar days nor more than 120 calendar days prior to such annualmeeting or (ii) if later, not later than the 10th day following the day onwhich public announcement of the date of such meeting is first made by theCorporation. In no event shall an announcement of an adjournment orpostponement of a meeting of stockholders commence a new time period (or extendany time period) for the giving of a stockholder’s notice as provided in thisSection 1.6.
             Notwithstanding the foregoing, in the event that the number of directorsto be elected to the Board of Directors of the Corporation at an annual meetingis increased and there is no public announcement by the Corporation naming allof the nominees for director or specifying the size of the increased Board ofDirectors at least 100 days prior to the first anniversary of the precedingyear’s annual meeting, a stockholder’s notice required by this Section 1.6shall also be considered timely, but only with respect to nominees for any newpositions created by such increase, if it shall be delivered to or mailed andreceived by the
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Secretary of the Corporation at the principal executive offices of theCorporation not later than the close of business on the 10th day following theday on which such public announcement is first made by the Corporation. In noevent shall an announcement of an adjournment or postponement of a meeting ofstockholders commence a new time period (or extend any time period) for thegiving of a stockholder’s notice as provided in this Section 1.6.
             A stockholder’s notice shall set forth as to each matter the stockholderproposes to bring before the annual meeting: (a) in the case of a directornomination (i) the name and address of the stockholder who intends to make thenomination, of the beneficial owner, if any, on whose behalf the nomination isbeing made and of the person or persons to be nominated; (ii) a representationthat the stockholder is a holder of record of stock of the Corporation entitledto vote at such meeting and intends to appear in person or by proxy at themeeting to nominate the person or persons specified in the notice; (iii) theclass, series and number of shares of capital stock of the Company that arebeneficially owned by such stockholder or beneficial owner; (iv) a descriptionof all arrangements or understandings between the stockholder or suchbeneficial owner and each nominee and any other person or persons (naming suchperson or persons) pursuant to which the nomination or nominations are to bemade by the stockholder; (v) such other information regarding each nomineeproposed by such stockholder as would be required to be included in a proxystatement filed pursuant to the proxy rules of the Securities and ExchangeCommission; and (vi) the consent of each nominee to serve as a director of theCorporation if so elected and (b) in the case of other business (i) a briefdescription of the business desired to be brought before the annual meeting,the reasons for conducting such business at the annual meeting and the text ofthe proposal or business, (ii) the name and address, as they appear on theCorporation’s books, of the stockholder proposing such business, and of thebeneficial owner, if any, on whose behalf the business is being brought, (iii)the class, series and number of shares of the Corporation which arebeneficially owned by the stockholder, and such other beneficial owner, (iv) arepresentation that the stockholder is a holder of record of stock entitled tovote at such meeting and intends to appear in person or by proxy at the meetingto propose such business, and (v) any material interest of the stockholder andsuch other beneficial owner in such business.
             *(B) Special Meetings of Stockholders*
             Business transacted at any special meeting of stockholders shall belimited to the purposes stated in the notice (except to the extent that suchnotice is waived or is not required as provided in the Delaware GeneralCorporation Law or these Bylaws).
             Nominations of persons for election to the Board of Directors may be madeat a special meeting of stockholders at which directors are to be electedpursuant to the Corporation’s notice of meeting only (a) by or at the directionof the Board of Directors or (b) provided that the Board of Directors hasdetermined that directors shall be elected at such meeting, by any stockholderof the Corporation who is entitled to vote at the meeting, who complies withthe procedures set forth in these Bylaws and who is a stockholder of record atthe time notice is delivered to the Secretary of the Corporation. In the eventthe Corporation calls a special meeting of stockholders for the purpose ofelecting one or more directors to the Board of
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Directors, any such stockholder may nominate a person or persons (as thecase may be), for election to such position(s) as specified in theCorporation’s notice of meeting, if the stockholder’s notice in the same formas required above in this Section 1.6 shall be delivered to or mailed andreceived by the Secretary of the Corporation at the principal executive officesof the Corporation not less than 90 calendar days nor more than 120 calendardays prior to such special meeting or, if later, not later than the10th dayfollowing the day on which public announcement is first made of the date of thespecial meeting and of the nominees proposed by the Board of Directors to beelected at such meeting. To the extent that a stockholder is entitled topropose any other business at a special meeting of the stockholders asspecified in the Certificate of Incorporation or by statute, the notice andinformation 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 ameeting 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 setforth in this Section 1.6 shall be eligible to serve as directors and only suchbusiness shall be conducted at a meeting of the stockholders as shall have beenbrought before the meeting in accordance with the procedures set forth herein.Except as otherwise provided by law, the Certificate of Incorporation or theseBylaws, the chairperson of the meeting shall have the power and duty todetermine and declare whether a nomination or any business was properly broughtbefore the meeting and in accordance with the provisions of this Section 1.6and if he or she should determine that such proposed nomination or business wasnot properly brought, he or she shall so declare to the meeting that suchdefective nomination or proposal be disregarded.
             For purposes of this Section 1.6, “public announcement” shall meandisclosure in a press release reported by the Dow Jones News Service,Associated Press or comparable national news service or in a document publiclyfiled by the Corporation with the Securities and Exchange Commission pursuantto 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, astockholder shall also comply with all applicable requirements of the ExchangeAct and the rules and regulations thereunder with respect to the matters setforth in this Section 1.6. Nothing in this Section 1.6 shall be deemed toaffect any rights (i) of stockholders to request inclusion of proposals in theCorporation’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 directorspursuant 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, atleast ten days before such meeting, the officer who has charge of the stockledger of the Corporation shall make a list of all stockholders entitled tovote at the meeting, arranged in alphabetical order and showing the address ofeach stockholder (but not the electronic mail address or other electronic
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contact information, unless the Board of Directors so directs) and thenumber of shares registered in the name of each stockholder. Such list shallbe open to the examination of any stockholder for any purpose germane to themeeting for a period of at least ten days prior to the meeting: (1) on areasonably accessible electronic network, provided that the informationrequired to gain access to such list is provided with the notice of themeeting, or (2) during ordinary business hours, at the principal place ofbusiness of the Corporation. If the list is made available on an electronicnetwork, the Corporation may take reasonable steps to ensure that suchinformation is available only to stockholders of the Corporation. If themeeting is to be held at a place, then such list shall also, for the durationof the meeting, be produced and kept open to the examination of any stockholderwho is present at the time and place of the meeting. If the meeting is to beheld solely by means of remote communication, then such list shall also be opento the examination of any stockholder during the whole time of the meeting on areasonably accessible electronic network, and the information required toaccess 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 quorumexists with respect to that matter. Except as otherwise provided by statute orby the Certificate of Incorporation, the holders of a majority of the sharesentitled to vote at the meeting, and who are present in person or representedby proxy, shall constitute a quorum at all meetings of the stockholders for thetransaction of business. Where a separate vote by a class or classes of stockor series thereof is required, a majority of the outstanding shares of suchclass or classes of stock or series thereof, present in person or representedby proxy, shall constitute a quorum entitled to take action with respect tothat vote on that matter. Once a share is represented for any purpose at ameeting (other than solely to object (a) to holding the meeting or transactingbusiness at the meeting, or (b) (if it is a special meeting) to considerationof a particular matter at the meeting that is not within the purpose orpurposes described in the meeting notice), it is deemed present for quorumpurposes for the remainder of the meeting and for any adjournment of thatmeeting 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 votingshares represented at a meeting, whether or not a quorum is present, mayadjourn such meeting from time to time. When a meeting is adjourned to anothertime or place, notice need not be given of the adjourned meeting if the timeand place, if any, thereof, and the means of remote communications, if any, bywhich stockholders and proxy holders may be deemed to be present in person andvote at such adjourned meeting are announced at the meeting at which theadjournment is taken. At the adjourned meeting, the Corporation may transactany business which might have been transacted at the original meeting. If theadjournment is for more than 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.
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     **1.9. Voting and Proxies**
             Unless otherwise provided in the Delaware General Corporation Law or inthe Certificate of Incorporation, and subject to the other provisions of theseBylaws, each stockholder shall be entitled to one vote on each matter, inperson or by proxy, for each share of the Corporation’s capital stock that hasvoting power and that is held by such stockholder. Each stockholder entitledto vote at a meeting of stockholders or to express consent or dissent tocorporate action in writing without a meeting may authorize another person orpersons to act for the stockholder by proxy, but no such proxy shall be votedor acted upon after three years from its date, unless the proxy provides for alonger period. Without limiting the manner in which a stockholder mayauthorize another person or persons to act for the stockholder as proxy, thefollowing shall constitute a valid means by which a stockholder may grant suchauthority: (a) A stockholder may execute a writing authorizing another personor persons to act for the stockholder as proxy. Execution may be accomplishedby the stockholder or the stockholder’s authorized officer, director, employeeor agent signing such writing or causing such person’s signature to be affixedto such writing by any reasonable means including, but not limited to, byfacsimile signature; or (b) A stockholder may authorize another person orpersons to act for the stockholder as proxy by transmitting or authorizing thetransmission of a telegram, cablegram, or other means of electronictransmission to the person who will be the holder of the proxy or to a proxysolicitation firm, proxy support service organization or like agent dulyauthorized by the person who will be the holder of the proxy to receive suchtransmission, provided that any such telegram, cablegram or other means ofelectronic transmission must either set forth or be submitted with informationfrom which it can be determined that the telegram, cablegram or otherelectronic transmission was authorized by the stockholder. If it is determinedthat such telegrams, cablegrams or other electronic transmissions are valid,the inspectors of election for the meeting, or if there are no inspectors, suchother persons making that determination, shall specify the information uponwhich they relied. Any copy, facsimile telecommunication or other reliablereproduction of the writing, telegram, cablegram or other transmissionauthorizing another person or persons to act as proxy for a stockholder may besubstituted or used in lieu of the original writing, telegram, cablegram orother transmission for any and all purposes for which the original writing,telegram, cablegram or other transmission could be used, provided that suchcopy, facsimile telecommunication or other reproduction shall be a completereproduction of the entire original writing, telegram, cablegram or othertransmission. For purposes of these Bylaws, “electronic transmission” meansany form of communication, not directly involving the physical transmission ofpaper, that results in the creation of a record that may be retained,retrieved, and reviewed by a recipient thereof, and that may be directlyreproduced 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 shallbe determined, adopted and approved by the affirmative vote (which need not beby ballot) of the holders of a majority of the shares present in person orrepresented by proxy at the meeting and entitled to vote with respect to thematter, unless the proposed action is one upon which, by express provision ofstatutes or of the Certificate of Incorporation, a different vote is specifiedand required, in which case such express provision shall govern and controlwith respect to that
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vote on that matter. Where a separate vote by a class or classes isrequired, the affirmative vote of the holders of a majority of the shares ofsuch class or classes present in person or represented by proxy at the meetingshall be the act of such class. Notwithstanding the foregoing, directors shallbe elected by a plurality of the votes of the shares present in person orrepresented by proxy at the meeting and entitled to vote on the election ofdirectors.
     **1.11. Conduct of Meetings**
             The Board of Directors may adopt by resolution such rules and regulationsfor the conduct of any meeting of the stockholders as it shall deemappropriate. Except to the extent inconsistent with any such rules andregulations adopted by the Board of Directors, the chairperson of any meetingof the stockholders shall have the right and authority to prescribe such rulesand regulations and do all acts, as, in the judgment of that chairperson, areappropriate for the proper conduct of the meeting. Such rules, regulations orprocedures, whether adopted by the Board of Directors or prescribed by thechairperson 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 ofthose present; (c) limitations on attendance at or participation in the meetingto stockholders of record of the Corporation, their duly authorized andconstituted proxies or such other persons as the chairperson of the meetingshall determine; (d) restrictions on entry to the meeting after the time fixedfor the commencement thereof; and (e) limitations on the time allotted toquestions or comments by participants. Unless and to the extent determined bythe Board of Directors or the chairperson of the meeting, meetings ofstockholders shall not be required to be held in accordance with the rules ofparliamentary procedure.
     **1.12. Meetings by Remote Communications**
             If authorized by the Board of Directors, and subject to such guidelinesand procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means ofremote communication, participate in the meeting and be deemed present inperson and vote at the meeting, whether such meeting is to be held in adesignated place or solely by means of remote communication, provided that (a)the Corporation shall implement reasonable measures to verify that each persondeemed present and permitted to vote at the meeting by means of remotecommunication is a stockholder or proxy holder, (b) the Corporation shallimplement reasonable measures to provide such stockholders and proxy holders areasonable opportunity to participate in the meeting and to vote on matterssubmitted to the stockholders, including the opportunity to read or hear theproceedings in the meeting substantially concurrently with such proceedings and(c) if the stockholder or proxy holder votes or takes other action at themeeting by means of remote communication, a record of such vote or other actionshall 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 reportthereof. The Board of Directors may designate one or more persons as alternateinspectors to replace any inspector who
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fails to act. If no inspector or alternate is able to act at a meeting ofstockholders, the chairperson of the meeting shall appoint one or moreinspectors to act at the meeting. Each inspector, before entering upon thedischarge of duties, shall take and sign an oath faithfully to execute theduties of inspector with strict impartiality and according to the best of suchinspector’s ability. The inspectors shall: (a) ascertain the number of sharesoutstanding and the voting power of each; (b) determine the shares representedat the meeting and the validity of proxies and ballots; (c) count all votes andballots; (d) determine and retain for a reasonable period a record of thedisposition of any challenges made to any determination by the inspectors; and(e) certify their determination of the number of shares represented at themeeting and their count of all votes and ballots. The inspectors may appointor retain other persons or entities to assist the inspectors in the performanceof the duties of the inspectors.
**2. DIRECTORS**
     **2.1. Powers**
             The business and affairs of the Corporation shall be managed by or underthe direction of the Board of Directors, which may exercise all such powers ofthe Corporation and do all such lawful acts and things, subject to anylimitation set forth in the Certificate of Incorporation or as otherwise may beprovided in the Delaware General Corporation Law.
     **2.2. Number and Election**
             The number of directors which shall constitute the whole board shall notbe fewer than three nor more than fifteen. Within the limits above specified,the number of directors shall be determined by resolution of the Board ofDirectors.
     **2.3. Nomination of Directors**
             Subject to the rights of any class or series of stock having a preferenceover the Common Stock as to dividends or upon liquidation to elect directorsunder specified circumstances, nominations for the election of directors may bemade (a) by the Board of Directors or a committee appointed by the Board ofDirectors or (b) by any stockholder who is entitled to vote at the meeting, whocomplies with the procedures set forth in these Bylaws and who is a stockholderof 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 beelected at the annual meeting of the stockholders, except as provided inSection 2.5 hereof, and each director elected shall hold office until suchdirector’s successor is elected and qualified or until the director’s earlierdeath, resignation or removal.
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     **2.5. Vacancies**
             Vacancies and newly created directorships resulting from any increase inthe authorized number of directors elected by all of the stockholders havingthe right to vote as a single class may be filled by the affirmative vote of amajority of the directors then in office, although fewer than a quorum, or by asole remaining director. Whenever the holders of any class or classes of stockor series thereof are entitled to elect one or more directors by the provisionsof the Certificate of Incorporation, vacancies and newly created directorshipsof such class or classes or series may be filled by the affirmative vote of amajority of the directors elected by such class or classes or series thereofthen in office, or by a sole remaining director so elected. Each director sochosen shall hold office until the next election of directors of the class towhich such director was appointed, and until such director’s successor iselected and qualified, or until the director’s earlier death, resignation orremoval. 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 orvacancies, the vote thereon to take effect when such resignation orresignations shall become effective, and each director so chosen shall holdoffice until the next election of directors, and until such director’ssuccessor is elected and qualified, or until the director’s earlier death,resignation or removal. No decrease in the number of authorized directorsshall 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 ortimes and on such date or dates and at such place or places as shall from timeto time be determined by the Board of Directors. A notice of each regularmeeting 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 Chairmanof the Board, the Chief Executive Officer or President or by one-third or morein number of the directors on one day’s notice to each director, eitherpersonally or by telephone, express delivery service (so that the scheduleddelivery date of the notice is at least one day in advance of the meeting),telegram, facsimile transmission, electronic mail (effective when directed toan electronic mail address of the director), or other electronic transmission,as defined in Section 232(c) (or any successor section) of the Delaware GeneralCorporation Law (effective when directed to the director), and on five days’notice by mail (effective upon deposit of such notice in the mail). The noticeneed 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 theboard by any communication by means of which all participating directors cansimultaneously hear each
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other during the meeting. A director participating in a meeting by thismeans 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 Boardof Directors may be taken without a meeting if the action is taken by allmembers of the Board. The action must be evidenced by one or more consents inwriting or by electronic transmission delivered to the Corporation forinclusion in the minute book.
             **2.6.5. Waiver of Notice of Meeting**
             A director may waive any notice required by statute, the Certificate ofIncorporation or these Bylaws before or after the date and time stated in thenotice. Except as set forth below, the waiver must be in writing, signed bythe director entitled to the notice, or made by electronic transmission by thedirector entitled to the notice, and delivered to the Corporation for inclusionin the minute book. Notwithstanding the foregoing, a director’s attendance ator participation in a meeting waives any required notice to the director of themeeting unless the director at the beginning of the meeting objects to holdingthe meeting or transacting business at the meeting and does not thereafter votefor or assent to action taken at the meeting. Neither the business to betransacted at, nor the purpose of, any regular or special meeting of the Boardof Directors need be specified in any written waiver of notice or any waiver byelectronic transmission.
     **2.7. Quorum and Vote at Meetings**
             At all meetings of the Board of Directors, a quorum of the Board ofDirectors consists of a majority of the total number of directors prescribedpursuant to Section 2.2 of these Bylaws, except to fill vacancies in the Boardof Directors as specified in Section 2.5 of these Bylaws and to adjourn asprovided in Section 2.8 of these Bylaws. The vote of a majority of thedirectors present at any meeting at which there is a quorum shall be the act ofthe Board of Directors, except as may be otherwise specifically provided bystatute 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 andplace of holding of an adjourned meeting need not be given if announced unlessthe meeting is adjourned for more than twenty-four (24) hours. If the meetingis adjourned for more than twenty-four (24) hours, then notice of the time andplace of the adjourned meeting shall be given before the adjourned meetingtakes place, in the manner specified in Section 2.6.2 of these Bylaws to thedirectors who were not present at the time of adjournment.
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     **2.9. Resignation and Removal**
             Any director may resign at any time, by giving notice in writing or byelectronic transmission to the Chairman of the Board, the Chief ExecutiveOfficer, the President or the Secretary of the Corporation. Any suchresignation shall take effect at the time specified in the notice ofresignation or, if no time is specified, immediately upon receipt of thenotice. Unless otherwise specified in the notice of resignation, acceptance ofthe resignation shall not be necessary to make it effective. Subject to therights of any holders of any class or series of capital stock then outstandingand except as otherwise set forth in the Certificate of Incorporation, anydirector may be removed from office at any time only for cause and only by theaffirmative vote of the holders of at least a majority of the voting power ofthe shares of capital stock of the Corporation entitled to vote at an electionof directors, voting together as a single class.
     **2.10. Committees of Directors**
             The Board of Directors may designate one or more committees, eachcommittee to consist of one or more directors. The Board may designate one ormore directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee. If a member ofa committee shall be absent from any meeting, or disqualified from votingthereat, the remaining member or members present and not disqualified fromvoting, whether or not such member or members constitute a quorum, may, byunanimous vote, appoint another member of the Board of Directors to act at themeeting in the place of such absent or disqualified member. Any suchcommittee, 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 ofDirectors in the management of the business and affairs of the Corporation, andmay authorize the seal of the Corporation to be affixed to all papers which mayrequire it; but no such committee shall have the power or authority inreference to approving or adopting, or recommending to the stockholders, anyaction or matter expressly required by the Delaware General Corporation Law tobe submitted to stockholders for approval or adopting, amending or repealingany bylaw of the Corporation. Such committee or committees shall have suchname or names as may be determined from time to time by resolution adopted bythe Board of Directors. Each committee shall keep regular minutes of itsmeetings and report the same to the Board of Directors, when required. Unlessotherwise specified in the Board resolution appointing the Committee, allprovisions of the Delaware General Corporation Law and these Bylaws relating tomeetings, action without meetings, notice (and waiver thereof), and quorum andvoting requirements of the Board of Directors apply, as well, to suchcommittees and their members. Unless otherwise provided in the Certificate ofIncorporation, these Bylaws, or the resolution of the Board of Directorsdesignating the committee, a committee may create one or more subcommittees,each subcommittee to consist of one or more members of the committee, anddelegate to a subcommittee any or all of the powers and authority of thecommittee.
     **2.11. Compensation of Directors**
             Unless otherwise restricted by law, the Board of Directors shall have theauthority to fix, from time to time, the amount of compensation, if any, whichshall be paid to directors for
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their services as directors and to reimburse directors for expenses ofattendance at meetings. No such payment shall preclude any director fromserving the Corporation in any other capacity and receiving compensationtherefor.
**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 Secretaryand a Treasurer, and such other officers as the Board of Directors (or anofficer 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 aController. Each such officer shall exercise such powers and perform suchduties as shall be set forth below and such other powers and duties as fromtime 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 otherofficers. Any number of offices may be held by the same person, except that inno 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 Boardof Directors. The Chairman shall preside at all meetings of the stockholdersand of the Board of Directors at which he or she is present and shall ensurethat all orders and resolutions of the Board of Directors and stockholders arecarried into effect.
     **3.3. Chief Executive Officer**
             The Chief Executive Officer of the Corporation shall have fullresponsibility and authority for the management of the operations of theCorporation, subject to the authority of the Board of Directors, and shallexercise the duties and have the powers usually pertaining to the office heldby the Chief Executive Officer of a corporation.
     **3.4. President**
             The President shall be the chief operating officer of the Corporation andshall have full responsibility and authority for management of the day-to-dayoperations of the Corporation, subject to the authority of the Board ofDirectors and the Chief Executive Officer, and shall exercise the duties andhave the powers usually pertaining to the office held by the President of acorporation.
     **3.5. Chief Financial Officer**
             The Chief Financial Officer shall keep and maintain or cause to be keptand maintained, adequate and correct books and records of account of thebusiness transactions of the
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Corporation. The Chief Financial Officer shall make proper accounts ofsuch funds, and render as required by the Board of Directors such account ofall such transactions and of the financial condition of the Corporation. Thebooks of all accounts shall at all reasonable times be open to inspection byany directors. The Chief Financial Officer shall be empowered, from time totime, to require from the officers or agents of the Corporation reports orstatements giving such information as he or she may desire with respect to anyand all financial transactions of the Corporation, and shall exercise theduties and have the powers usually pertaining to the office held by the ChiefFinancial Officer of a corporation.
     **3.6. Vice President**
             Any Vice President shall have such duties and powers as shall bedetermined by the Board of Directors, the Chairman of the Board, the ChiefExecutive Officer or the President.
     **3.7. Secretary and Assistant Secretary**
             The Secretary shall have responsibility for preparation of minutes ofmeetings of the Board of Directors and of the stockholders and forauthenticating records of the Corporation. The Secretary shall give, or causeto be given, notice of all meetings of the stockholders and special meetings ofthe Board of Directors. The Secretary may also attest all instruments signedby any other officer of the Corporation. Any Assistant Secretaries shall, inthe absence of the Secretary or in the event of the Secretary’s inability orrefusal 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 corporatefunds and securities and shall see to it that full and accurate accounts ofreceipts and disbursements are kept in books belonging to the Corporation. TheTreasurer shall render to the Chairman of the Board, the Chief ExecutiveOfficer, the President, and the Board of Directors, upon request, an account ofall financial transactions and of the financial condition of the Corporation.Any Assistant Treasurer shall, in the absence of the Treasurer or in the eventof the Treasurer’s inability or refusal to act, perform the duties and exercisethe powers of the Treasurer.
     **3.9. Controller and Assistant Controller**
             If a Controller is elected, the Controller shall be the chief accountingofficer of the Corporation and shall be in charge of its books of account andaccounting records, and of its accounting procedures. Any Assistant Controllershall, in the absence of the Controller on in the event of the Controller’sinability or refusal to act, perform the duties and exercise the powers of theController.
     **3.10. Term of Office**
             The officers of the Corporation shall hold office until their successorsare chosen and qualify or until their earlier death, resignation or removal.Any officer may resign at any
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time by delivering his or her resignation in writing or by electronictransmission to the Corporation or to the Chief Executive Officer or Secretaryof the Corporation. Such resignation shall be effective upon receipt unless itis specified to be effective at some other time or upon the happening of someother event. Any officer elected or appointed by the Board of Directors may beremoved at any time, with or without cause, by the affirmative vote of amajority 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 allof any or all classes or series of the Corporation’s stock shall beuncertificated shares. Any such resolution shall not apply to sharesrepresented by a certificate until such certificate is surrendered to theCorporation. Notwithstanding the adoption of such a resolution by the Board ofDirectors, every holder of stock represented by certificates, and upon requestevery holder of uncertificated shares, shall be entitled to have a certificate(representing the number of shares registered in certificate form) signed inthe name of the Corporation by the Chairman of the Board, the Chief ExecutiveOfficer, the President or any Vice President, and by the Treasurer, Secretaryor any Assistant Treasurer or Assistant Secretary of the Corporation. Any orall the signatures on the certificate may be a facsimile. In case any officer,transfer agent or registrar whose signature or facsimile signature appears on acertificate shall have ceased to be such officer, transfer agent or registrarbefore such certificate is issued, it may be issued by the Corporation with thesame effect as if such person were such officer, transfer agent or registrar atthe 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 inplace of any certificate theretofore issued by the Corporation and alleged tohave been lost, stolen or destroyed, upon the making of an affidavit of thatfact by the person claiming that the certificate of stock has been lost, stolenor destroyed. When authorizing such issuance of a new certificate, the Boardof Directors or any such officer may, as a condition precedent to the issuancethereof, require the owner of such lost, stolen or destroyed certificate orcertificates, or such owner’s legal representative, to advertise the same insuch manner as the Board of Directors or such officer shall require and/or togive the Corporation a bond or indemnity, in such sum or on such terms andconditions as the Board of Directors or such officer may direct, as indemnityagainst any claim that may be made against the Corporation on account of thecertificate alleged to have been lost, stolen or destroyed or on account of theissuance of such new certificate or uncertificated shares, or both.
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     **4.3. Record Date**
             **4.3.1. Actions by Stockholders**
             In order that the Corporation may determine the stockholders entitled tonotice of or to vote at any meeting of stockholders, the Board of Directors mayfix a record date, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the Board of Directors, andwhich record date shall not be more than 60 days nor less than 10 days beforethe date of such meeting. If no record date is fixed by the Board ofDirectors, the record date for determining stockholders entitled to notice ofor to vote at a meeting of stockholders shall be the close of business on theday next preceding the day on which notice is given, or, if notice is waived,at the close of business on the day next preceding the day on which the meetingis held. A determination of stockholders of record entitled to notice of or tovote at a meeting of stockholders shall apply to any adjournment of themeeting, unless the Board of Directors fixes a new record date for theadjourned meeting.
             **4.3.2. Payments**
             In order that the Corporation may determine the stockholders entitled toreceive payment of any dividend or other distribution or allotment of anyrights or the stockholders entitled to exercise any rights in respect of anychange, conversion or exchange of stock, or for the purpose of any other lawfulaction, the Board of Directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date isadopted, and which record date shall be not more than 60 days prior to suchaction. If no record date is fixed, the record date for determiningstockholders for any such purpose shall be at the close of business on the dayon 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 aperson registered on its books as the owner of shares to receive dividends, toreceive notifications, to vote as such owner, and to exercise all the rightsand powers of an owner. The Corporation shall not be bound to recognize anyequitable or other claim to or interest in such share or shares on the part ofany 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 byapplicable law and in these Bylaws. Transfers of shares of the capital stockof the Corporation shall be made only on the books of the Corporation kept atan office of the Corporation or by transfer agents designated by theCorporation to transfer shares of the stock of the Corporation. Transfers ofstock may be made only by the registered holder thereof, or by the registeredholder’s attorney thereunto authorized by power of attorney duty executed andfiled with the Secretary of the Corporation or with the transfer agentappointed by the Board of Directors, and, in the case of certificated shares,upon the surrender of the certificate or certificates for such shares properlyendorsed. The Board may, from time to time, adopt such additional rules and
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procedures concerning the issue, transfer, and registration ofcertificates for shares of the capital stock of the Corporation oruncertificated shares as it may deem expedient, not inconsistent with theseBylaws.
**5. GENERAL PROVISIONS**
     **5.1. Dividends**
             The Board of Directors may declare dividends upon the capital stock of theCorporation, subject to the provisions of the Certificate of Incorporation andthe laws of the State of Delaware.
     **5.2. Execution of Instruments**
             All instruments requiring execution by theCorporation, including but not limited to all contracts, agreements,indentures, checks or demands for money, notes, bonds, debentures, otherobligations, other evidences of indebtedness and mortgages that the Corporationis 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, anySenior Vice President or any Vice President without any express authority beingconferred by the Board of Directors for a specific officer to execute any suchinstrument, except where required or permitted by law to be otherwise executedand except where the execution thereof shall be expressly delegated by theBoard of Directors to some other officer or agent of the Corporation. Anyperson having authority to sign on behalf of the Corporation may delegate, fromtime to time, by instrument in writing, all or any part of such authority to anemployee of the Corporation unless such a delegation of authority isspecifically limited by the Board of Directors.
     **5.3. Fiscal Year**
             Thefiscal year of the Corporation shall be the 31st day of December ofeach 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 shallapprove. The seal may be used by causing it or a facsimile thereof to beimpressed or affixed or otherwise reproduced.
     **5.5. Amendments**
             These Bylaws may be altered, amended or repealed, or new Bylaws may beadopted, by the stockholders at an annual or any special meeting of thestockholders or by the Board of Directors.
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             The foregoing Amended and Restated Bylaws were adopted by the Board ofDirectors on July 22, 2004.     Secretary
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