**Exhibit 3.5**
**AMENDED AND RESTATED BY-LAWS OF HEARUSA, INC.**
**Effective July 1, 2002**
**ARTICLE I**
**OFFICES**
     Section 1. The registered office shall be in the City of Wilmington,County of New Castle, State of Delaware.
     Section 2. The Corporation may also have offices at such other places bothwithin and without the State of Delaware as the Board of Directors may fromtime to time determine or the business of the Corporation may require.
**ARTICLE II**
**MEETINGS OF STOCKHOLDERS**
     Section 1. All meetings of the stockholders for the election of directorsshall be held at such time and place, either within or without the State ofDelaware, as shall be designated from time to time by the Board of Directors asstated in the notice of the meeting. Meetings of stockholders for any otherpurpose may be held at such time and place, within or without the State ofDelaware, as shall be stated in the notice of the meeting or in a duly executedwaiver of notice thereof.
     Section 2. Annual meetings of stockholders shall be held on the 15th dayof April, if not a legal holiday, and if a legal holiday, then on the nextbusiness day following, at 2:00 P.M., or at such other date and time as shallbe designated from time to time by the Board of Directors and stated in thenotice of the meeting, at which they shall elect by a plurality vote a Board ofDirectors, and transact such other business as may properly be brought beforethe meeting.
 

 

     Section 3. The officer who has charge of the stock ledger of thecorporation shall prepare and make, at least ten days before every meeting ofstockholders, a complete list of the stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, forany purpose germane to the meeting, during ordinary business hours, for aperiod of at least ten days prior to the meeting, either at a place within thecity where the meeting is to be held, which place shall be specified in thenotice of the meeting, or, if not so specified, at the place where the meetingis to be held. The list shall also be produced and kept at the time and placeof the meeting during the whole time thereof, and may be inspected by anystockholder who is present.
     Section 4. Special meetings of the stockholders, for any purpose orpurposes, unless otherwise prescribed by statute or by the Chairman of theBoard of Directors, shall be called by the Chairman of the Board of Directorsor Secretary at the request in writing of a majority of the Board of Directors.Such request shall state the purpose or purposes of the proposed meeting.
     Section 5. Whenever stockholders are required or permitted to take anyaction at a meeting, annual or special, a written notice of the meeting shallbe given to such stockholder or stockholders which shall state the place, dateand hour of the meeting and, in the case of a special meeting, the purpose orpurposes for which the meeting is called. Unless otherwise provided by law, thewritten notice of any meeting shall be given not less than ten (10) nor morethan sixty (60) days before the date of the meeting to each stockholderentitled to vote at such meeting.
     Section 6. At any meeting of stockholders, annual or special, only suchbusiness shall be conducted, and only such proposals shall be acted upon, asshall have been properly brought before the meeting as hereinafter provided.For a proposal to be properly brought before a
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meeting, each item of business must either (a) be specified in the noticeof meeting (or any supplement thereto) given by or at the direction of theBoard of Directors or the persons calling the meeting as herein provided, (b)be otherwise properly brought before the meeting by or at the direction of theBoard of Directors, or (c) be otherwise properly brought before the meeting bya stockholder as hereinafter provided. For a proposal to be properly broughtbefore a meeting by a stockholder, the stockholder must have given timelynotice thereof in writing to the Secretary of the Corporation, in the case ofan annual meeting, not less than ninety (90) days nor more than one hundred andtwenty (120) days prior to anniversary of the last annual meeting ofstockholders and, in the case of a special meeting, not less than ten (10) daysimmediately following the giving of notice of such special meeting; provided,however, that in the event that the annual meeting date is changed by more thanthirty (30) days from the anniversary of the last annual meeting and less thanone hundred (100) days notice or prior public disclosure of the date of theannual meeting of stockholders is given or made to the stockholders, to betimely, notice of a proposal delivered by the stockholder must be received bythe Secretary not later than the close of business on the tenth day followingthe day on which notice of the date of the annual meeting of stockholders wasmailed or such public disclosure was made to the stockholders. The provisionsof this Section shall also govern what constitutes timely notice for purposesof Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended. Astockholder’s notice to the Secretary shall set forth as to each matter thestockholder proposes to bring before the meeting (a) a brief description of theproposal desired to be brought before the meeting and the reasons forconducting such business at the meeting, (b) the name and address of record ofthe stockholder proposing the business and any other stockholders known by suchstockholder to be supporting the proposal, (c) the class or classes of stockand number of shares of such class or
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classes of stock which are beneficially owned by the proposing stockholderor stockholders on the date of the stockholder notice, and (d) any materialinterest of the proposing stockholder or stockholders in the proposal.
     Section 7. Notwithstanding anything in these By-Laws to the contrary, nobusiness shall be conducted at a meeting of stockholders except in accordancewith the procedures set forth in this Article II. The Board of Directors mayreject any stockholder proposal submitted for consideration at a meeting ofstockholders which is not made in accordance with the terms of this Article IIor which is not a proper subject for stockholder action in accordance withprovisions of applicable law. Alternatively, if the Board of Directors fails toconsider the validity of any such stockholder proposal, the presiding officerof the meeting of stockholders may, if the facts warrant, determine and declareto the persons attending the meeting that the business was not properly broughtbefore the meeting in accordance with the provisions of Section 6 of thisArticle II, and he or she shall further declare that any such business notproperly brought before such meeting shall not be transacted. The Board ofDirectors or, as the case may be, the presiding officer of the meeting shallhave absolute authority to decide questions of compliance with the foregoingprocedures and the Board of Directors’ or, as the case may be, the presidingofficer’s ruling thereon shall be final and conclusive. This provision shallnot prevent the consideration and approval or disapproval at the annual meetingof stockholders of reports of officers, directors and committees of the Boardof Directors, but, in connection with such reports, no new business shall beacted upon at such meeting unless stated, filed and received as hereinprovided.
     Section 8. The holders of a majority of the stock issued and outstandingand entitled to vote thereat, present in person or represented by proxy, shallconstitute a quorum at all meetings of the stockholders for the transaction ofbusiness except as otherwise provided by statute or by
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the Certificate of incorporation. If, however, such quorum shall not bepresent or represented at any meeting of the stockholders, the stockholdersentitled to vote thereat, present in person or represented by proxy, shall havethe power to adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present or represented. Atsuch adjourned meeting at which a quorum shall be present or represented anybusiness may be transacted which might have been transacted at the meeting asoriginally noticed. If the adjournment is for more than thirty days, or ifafter the adjournment a new record date is fixed for the adjourned meeting, anotice of the adjourned meeting shall be given to each stockholder of recordentitled to vote at the meeting.
     Section 9. When a quorum is present at any meeting the vote of the holdersof a majority of the stock having voting power present in person or representedby proxy shall decide any question brought before such meeting, unless thequestion is one upon which by express provision of the Delaware GeneralCorporation Law or of the Certificate of Incorporation a different vote isrequired, in which case such express provision shall govern and control thedecision of such question.
     Section 10. Unless otherwise provided in the Certificate of Incorporation,each stockholder shall at every meeting of the stockholders be entitled to onevote in person or by proxy for each share of the capital stock having votingpower held by such stockholder, but no proxy shall be voted on after threeyears from its date, unless the proxy provides for a longer period.
     Section 11. Unless otherwise provided in the Certificate of Incorporation,any action required to be taken at any annual or special meeting ofstockholders of the Corporation, or any action which may be taken at any annualor special meeting of such stockholders, may be taken
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without a meeting, without prior notice and without a vote, if a consentin writing, setting forth the action so taken, shall be signed by the holdersof outstanding stock having not less than the minimum number of votes thatwould be necessary to authorize or take such action at a meeting at which allshares entitled to vote thereon were present and voted. Prompt notice of thetaking of the corporate action without a meeting by less than unanimous writtenconsent shall be given to those stockholders who have not consented in writing.
**ARTICLE III**
**DIRECTORS**
     Section 1. The number of directors which shall constitute the whole boardshall be not less than one nor more than ten. The first board shall consist ofone director. Thereafter, within the limits above specified, the number ofdirectors shall be determined by resolution of the Board of Directors. Thedirectors shall be elected at the annual meeting of the stockholders, except asprovided in Section 4 of this Article, and each director elected shall holdoffice until his successor is elected and qualified, or as otherwise providedby statute or by these By-Laws. Directors need not be stockholders.
     Section 2. To be qualified for election as a director, persons must benominated in accordance with the procedures set forth in this Section 2. Allnominations of directors, except those made by or at the direction of the Boardof Directors, shall be made pursuant to timely notice in writing to theSecretary of the Corporation. To be timely, a stockholder’s notice shall bedelivered to or mailed and received by the Secretary not less than ninety (90)days nor more than one hundred and twenty (120) days prior to the anniversaryof the last annual meeting of stockholders; provided, however, that in theevent that the annual meeting date is changed by more than thirty (30) daysfrom the anniversary of the last annual meeting and less than one hundred (100)days’ notice or prior public disclosure of the date of the meeting ofstockholders is
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given or made to stockholders, to be timely, notice of a nominationdelivered by such stockholder must be received by the Secretary not later thanthe close of business on the tenth day following the day on which notice of thedate of the meeting of stockholders was mailed or such public disclosure wasmade to the stockholders. Such stockholder’s notice shall set forth (a) thename, age, business address and residence address, and the principal occupationor employment of any nominee proposed in such notice, (b) the name and addressof the stockholder or stockholders giving the notice as the same appears in theCorporation’s stock ledger, (c) the number of shares of capital stock of theCorporation which are beneficially owned by any such nominee and by suchnominating stockholder or stockholders, and (d) any other information relatingto such person that is required to be disclosed in solicitations of proxies forelection of Directors, or is otherwise required, in each case pursuant toRegulation 14A under the Securities Exchange Act of 1934, as amended,(including without limitation such person’s written consent to being named inthe proxy statement as a nominee and to serving as a Director if elected), and(e) if the stockholder(s) making the nomination is an Interested Person,details of any relationship, agreement or understanding between thestockholder(s) and the nominee.
     Section 3. At the request of the Board of Directors, any person nominatedfor election as a director shall furnish to the Secretary the informationrequired by Section 2 of this Article to be set forth in a stockholder’s noticeof nomination which pertains to the nominee. The Chairman of a meeting ofstockholders shall, if the facts warrant, determine and declare at such meetingof stockholders that such nomination was not made in accordance with theprocedures prescribed by Section 2 of this Article, and he or she shall furtherdeclare that the defective nomination shall be disregarded. The Chairman of ameeting of stockholders shall have absolute authority to
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decide questions of compliance with the foregoing procedures and his orher ruling thereon shall be final and conclusive.
     Section 4. Vacancies and newly created directorships resulting from anyincrease in the authorized number of directors may be filled by a majority ofthe directors then in office, though less than a quorum, or by a sole remainingdirector, and the directors so chosen shall hold office until the next annualelection and until their successors are duly elected and shall qualify, or asotherwise provided by statute or by these By-Laws. If there are no directors inoffice, then an election of directors may be held in the manner provided by theDelaware General Corporation Law. If, at the time of filling any vacancy or anynewly created directorship, the directors then in office shall constitute lessthan a majority of the whole board (as constituted immediately prior to anysuch increase), the Court of Chancery may, upon application of any stockholderor stockholders holding at least ten percent of the total number of the sharesat the time outstanding having the right to vote for such directors, summarilyorder an election to be held to fill any such vacancies or newly createddirectorship, or to replace the directors chosen by the directors then inoffice.
     Section 5. The business of the corporation shall be managed by or underthe direction of its Board of Directors which may exercise all such powers ofthe corporation and do all such lawful acts and things as are not by theDelaware General Corporation Law or by the Certificate of Incorporation or bythese By-Laws directed or required to be exercised or done by the stockholders.
**MEETINGS OF THE BOARD OF DIRECTORS**
     Section 6. The Board of Directors of the Corporation may hold meetings,both regular and special, either within or without the State of Delaware.
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     Section 7. The first meeting of each newly elected board of directorsshall be held at such time and place as shall be fixed by the vote of thestockholders at the annual meeting and no notice of such meeting shall benecessary to the newly elected directors in order legally to constitute themeeting, provided a quorum shall be present. In the event of the failure of thestockholders to fix the time or place of such first meeting of the newlyelected Board of Directors, or in the event such meeting is not held at thetime and place so fixed by the stockholders, the meeting may be held at suchtime and place as shall be specified in a notice given as hereinafter providedfor special meetings of the Board of Directors, or as shall be specified in awritten waiver signed by all of the directors.
     Section 8. Regular meetings of the Board of Directors may be held withoutnotice at such time and at such place as shall from time to time be determinedby the Board.
     Section 9. Special meetings of the Board may be called by the Chairman ofthe Board on one day’s notice to each director, either personally or by mail orby telegram; special meetings shall be called by the Chairman of the Board orSecretary in like manner and on like notice on the written request of twodirectors unless the Board consists of only one director, in which case,special meetings shall be called by the Chairman of the Board or Secretary inlike manner and on like notice on the written request of the sole director.
     Section 10. At all meetings of the Board a majority of the directors shallconstitute a quorum for the transaction of business and the act of a majorityof the directors present at any meeting at which there is a quorum shall be theact of the Board of Directors, except as may be otherwise specifically providedby the Delaware General Corporation Law or by the Certificate of Incorporation.If a quorum shall not be present at any meeting of the Board of Directors, the
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directors present thereat may adjourn the meeting from time to time,without notice other than announcement at the meeting, until a quorum shall bepresent.
     Section 11. Any action required or permitted to be taken at any meeting ofthe Board of Directors or of any committee thereof may be taken without ameeting, if all members of the Board or committee, as the case may be, consentthereto in writing, and the writing or writings are filed with the minutes ofproceedings of the Board or committee.
     Section 12. Members of the Board of Directors or any committee designatedby the Board of Directors, may participate in a meeting of the Board ofDirectors or any committee, by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and such participation in a meeting shallconstitute presence in person at the meeting.
**COMMITTEES OF DIRECTORS**
     Section 13. The Board of Directors may, by resolution passed by a majorityof the whole Board, designate one or more committees, each committee to consistof one or more of the directors of the Corporation; provided, that the approvalof at least three-quarters (75%) of the directors of the Corporation shall berequired to appoint members to the Compensation, Corporate Governance, Audit,and Executive Committees of the Board. The Board may similarly designate oneor more directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee.
     In the absence or disqualification of a member of a committee, the memberor members thereof present at any meeting and not disqualified from voting,whether or not he or they constitute a quorum, may unanimously appoint anothermember of the board of directors to act at the meeting in the place of any suchabsent or disqualified member.
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     Any such committee, to the extent provided in the resolution of the Boardof Directors, shall have and may exercise all the powers and authority of theBoard of Directors in the management of the business and affairs of theCorporation, and may authorize the seal of the corporation to be affixed to allpapers which may require it; but no such committee shall have the power orauthority in reference to amending the certificate of incorporation (exceptthat a committee may, to the extent authorized in the resolution or resolutionsproviding for the issuance of shares of stock adopted by the Board of Directorsas provided in Section 151(a) of the Delaware General Corporation Law, fix thedesignations and any of the preferences or rights of such shares relating todividends, redemption, dissolution, any distribution of assets of theCorporation or the conversion into, or the exchange of such shares for, sharesof any other class or classes or any other series of the same or any otherclass or classes of stock of the Corporation or fix the number of shares of anyseries of stock or authorize the increase or decrease of the shares of anyseries), adopting an agreement of merger or consolidation, recommending to thestockholders the sale, lease or exchange of all or substantially all of thecorporation’s property and assets, recommending to the stockholders adissolution of the corporation or a revocation of a dissolution, or amendingthe By-Laws of the Corporation; and, unless the resolution or the Certificateof Incorporation expressly so provide, no such committee shall have the poweror authority to declare a dividend or to authorize the issuance of stock or toadopt a certificate of ownership and merger. Such committee or committees shallhave such name or names as may be determined from time to time by resolutionadopted by the board of directors.
     Section 14. Each committee shall keep regular minutes of its meetings andreport the same to the Board of Directors when required.
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**COMPENSATION OF DIRECTORS**
     Section 15. The Board of Directors shall have the authority to fix thecompensation of directors. The directors may be paid their expenses, if any, ofattendance at each meeting of the Board of Directors and may be paid a fixedsum for attendance at each meeting of the Board of Directors or a stated salaryas director. No such payment shall preclude any director from serving theCorporation in any other capacity and receiving compensation therefor. Membersof committees may be allowed like compensation for attending committeemeetings.
**REMOVAL OF DIRECTORS**
     Section 16. Except as otherwise provided in the Certificate ofIncorporation, any director or the entire Board of Directors may be removed,with or without cause, by the holders of a majority of shares then entitled tovote at an election of directors.
**MATTERS REQUIRING A SUPERMAJORITY VOTE**
     Section 17. The approval of at least three-quarters (75%) of thedirectors of the Corporation shall be required for the following actions: (a) areorganization, merger, spin-off or sale, in whole or part, of the Corporationor any of its affiliates, subsidiaries and divisions, (b) the issuance ofcapital stock or any other transaction involving the Corporation’s capitalstock, (c) any equity or debt financing of more than $5 million, (d) anyacquisition for a consideration of more than $5 million, (e) approval of anannual budget, (f) material changes to the initial business plan for theCorporation, (g) appointment of the Chairman of the Board, Vice Chairman of theBoard, Chief Executive Officer, President, Chief Operating Officer and ChiefFinancial Officer of the Corporation and each of its subsidiaries or divisions,(h) appointment of the members of the Compensation, Corporation Governance,Audit and Executive Committees, and (i) any other actions that will or mayresult in the dilution of the shareholders of the Corporation.
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**ARTICLE IV**
**NOTICES**
     Section 1. Whenever, under the provisions of the Delaware GeneralCorporation Law or of the Certificate of Incorporation or of these by-laws,notice is required to be given to any director or stockholder, it shall not beconstrued to mean personal notice, but such notice may be given in writing, bymail, addressed to such director or stockholder, at his address as it appearson the records of the Corporation, with postage thereon prepaid, and suchnotice shall be deemed to be given at the time when the same shall be depositedin the United States mail. Notice to directors may also be given by telegram.
**ARTICLE V**
**OFFICERS**
     Section 1. The officers of the Corporation shall be chosen by the Board ofDirectors, subject to the minimum vote requirements set forth in Article III,Section 17(g) for the appointment of the Chairman of the Board, Vice Chairmanof the Board, Chief Executive Officer, President, Chief Operating Officer andChief Financial Officer of the Corporation, and shall be a Chairman of theBoard, a Vice Chairman of the Board, a Chief Executive Officer, a President,one or more Vice Presidents, a Secretary and a Treasurer. The Board OfDirectors may also choose additional Vice Presidents, and one or more AssistantSecretaries and Assistant Treasurers. Any number of offices may be held by thesame person, unless the Certificate of Incorporation or these By-Laws otherwiseprovide.
     Section 2. The Board of Directors at its first meeting after each annualmeeting of stockholders shall choose a Chairman of the Board, a Vice Chairman,a Chief Executive Officer, a President, one or more Vice Presidents, aSecretary and a Treasurer.
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     Section 3. The Board of Directors may appoint such other officers andagents as it shall deem necessary who shall hold their offices for such termsand shall exercise such powers and perform such duties as shall be determinedfrom time to time by the Board.
     Section 4. The salaries of all officers of the Corporation shall be fixedby the Chairman of the Board or the Board of Directors.
     Section 5. The officers of the Corporation shall hold office until theirsuccessors are elected and qualified. Any officer elected or appointed by theBoard of Directors may be removed at any time by the affirmative vote of amajority of the Board of Directors. Any vacancy occurring in any office of theCorporation shall be filled by the Board of Directors subject to the minimumvote requirements set forth in Articles III, Section 17(g) for the appointmentof the Chairman of the Board, Vice Chairman of the Board, Chief ExecutiveOfficer, President, Chief Operating Officer and Chief Financial Officer of theCorporation.
**THE CHAIRMAN OF THE BOARD OF DIRECTORS**
     Section 6. The Chairman of the Board of Directors shall preside at allmeetings of the stockholders and the Board of Directors, shall have generalmanagement of the business of the Corporation and shall see that all orders andresolutions of the Board of Directors are carried into effect.
**THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS**
     Section 7. The Vice Chairman of the Board of Directors shall, in theabsence of the Chairman of the Board of Directors or in the event of hisinability or refusal to act, preside at all meetings of the stockholders andthe Board of Directors and shall have such duties and responsibilities as maybe assigned to him from time to time by the Chairman of the Board of Directorsor the Board of Directors.
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**THE CHIEF EXECUTIVE OFFICER**
     Section 8. The Chief Executive Officer of the Corporation shall also bethe Chief Operating Officer of the Corporation, shall have active management ofthe business and operations of the Corporation and shall have such duties andresponsibilities, incident to the office of Chief Executive Officer, as may beassigned to him from time to time by the Chairman of the Board of Directors orthe Board of Directors. In the absence of the Chairman of the Board ofDirectors or in the event of his inability or refusal to act, the ChiefExecutive Officer shall perform the duties of the Chairman of the Board ofDirectors, and when so acting, shall have all the powers of, and be subject toall the restrictions upon, the Chairman of the Board of Directors except forsuch powers granted to the Vice Chairman herein or by the Board of Directors.
**THE PRESIDENT**
     Section 9. The President of the Corporation shall in cooperation with theChief Executive Officer have active management of the business and operationsof the Corporation and shall have such duties and responsibilities, incident tothe office of President, as may be assigned to him from time to time by theChairman of the Board of Directors, the Chief Executive Officer or the Board ofDirectors. In the absence of the Chairman of the Board of Directors or theChief Executive Officer or in the event of their inability or refusal to act,the President shall perform the duties of the Chairman of the Board ofDirectors, and when so acting, shall have all the powers of, and be subject toall the restrictions upon, the Chairman of the Board of Directors.
**THE VICE PRESIDENTS**
     Section 9. In the absence of the Chief Executive Officer and the Presidentor in the event of their inability or refusal to act, the Vice President (or inthe event there be more than one Vice President, the Vice Presidents in theorder designated by the directors, or in the absence of any designation, thenin the order of their election) shall perform the duties of the President, and
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when so acting, shall have all the powers of and be subject to all therestrictions upon the President. One Vice President shall be designated as VicePresident-Finance of the Corporation, who shall be the Chief Financial Officerof the Corporation. The Vice Presidents shall perform such other duties andhave such other powers as the Board of Directors may from time to timeprescribe.
**THE SECRETARY AND ASSISTANT SECRETARY**
     Section 10. The Secretary shall attend all meetings of the Board ofDirectors and all meetings of the stockholders and record all proceedings ofthe meetings of the Corporation and of the Board of Directors in a minute bookto be kept for that purpose and shall perform like duties for the committeeswhen required. The Secretary shall give, or cause to be given, notice of allmeetings of the stockholders and special meetings of the Board of Directors,and shall perform such other duties as may be prescribed by the Board ofDirectors or the Chairman of the Board of Directors, under whose supervision heshall be. The Secretary shall have custody of the seal of the corporation andhe, or an Assistant Secretary, shall have authority to affix the same to anyinstrument and when so affixed, it may be attested by his signature or by thesignature of such Assistant Secretary. The Board of Directors may give generalauthority to any other officer to affix the seal of the Corporation and toattest the affixing by his signature.
     Section 11. The Assistant Secretary, or if there be more than one, theAssistant Secretaries in the order determined by the Board of Directors (or ifthere be no such determination, then in the order of their election) shall, inthe absence of the secretary or in the event of his inability or refusal toact, perform the duties and exercise the powers of the Secretary and shallperform such other duties and have such other powers as the Board of Directorsmay from time to time prescribe.
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**THE TREASURER AND ASSISTANT TREASURERS**
     Section 12. The Treasurer shall have the custody of the corporate fundsand securities and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the corporation and shall deposit allmoneys and other valuable effects in the name and to the credit of thecorporation in such depositories as may be designated by the Board ofDirectors.
     Section 13. The Treasurer shall disburse the funds of the Corporation asmay be ordered by the Board of Directors, taking proper vouchers for suchdisbursements, and shall render to the Chairman of the Board of Directors andthe Board of Directors, at its regular meetings, or when the Board of Directorsso requires, an account of all his transactions as Treasurer and of thefinancial condition of the Corporation.
     Section 14. If required by the Board of Directors, the Treasurer shallgive the Corporation a bond (which shall be renewed every six years) in suchsum and with such surety or sureties as shall be satisfactory to the Board ofDirectors for the faithful performance of the duties of his office and for therestoration to the Corporation, in case of his death, resignation, retirementor removal from office, of all books, papers, vouchers, money and otherproperty of whatever kind in his possession or under his control belonging tothe corporation.
     Section 15. The Assistant Treasurer, or if there shall be more than one,the Assistant Treasurers in the order determined by the Board of Directors (orif there be no such determination, then in the order of their election) shall,in the absence of the Treasurer or in the event of his inability or refusal toact, perform the duties and exercise the powers of the treasurer and shallperform such other duties and have such other powers as the Board of Directorsmay from time to time prescribe.
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**ARTICLE V**
**CERTIFICATES FOR SHARES**
     Section 1. The shares of the Corporation shall be represented bycertificates. Certificates shall be signed by, or in the name of theCorporation by, the Chairman of the Board of Directors, the President or a VicePresident and by the Treasurer or an Assistant Treasurer, or the Secretary oran Assistant Secretary of the Corporation.
     Upon the face or back of each stock certificate issued to represent anypartly paid shares, the total amount of the consideration to be paid thereforand the amount paid thereon shall be stated.
     If the Corporation shall be authorized to issue more than one class ofstock or more than one series of any class, the powers, designations,preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualification, limitations orrestrictions of such preferences and/or rights shall be set forth in full orsummarized on the face or back of the certificate which the Corporation shallissue to represent such class or series of stock, provided that, except asotherwise provided in section 202 of the Delaware General Corporation Law, inlieu of the foregoing requirements, there may be set forth on the face or backof the certificate which the Corporation shall issue to represent such class orseries of stock, a statement that the corporation will furnish without chargeto each stockholder who so requests the powers, designations, preferences andrelative, participating, optional or other special rights of each class ofstock or series thereof and the qualifications, limitations or restrictions ofsuch preferences and/or rights.
     Section 2. Any or all of the signatures on a certificate may befacsimiles. In case any officer, transfer agent or registrar who has signed orwhose facsimile signature has been placed upon a certificate shall have ceasedto be such officer, transfer agent or registrar before such
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certificate is issued, it may be issued by the Corporation with the sameeffect as if he were such officer, transfer agent or registrar at the date ofissue.
**LOST CERTIFICATES**
     Section 3. The Board of Directors may direct a new certificate orcertificates to be issued in place of any certificate or certificatestheretofore issued by the corporation alleged to have been lost, stolen ordestroyed, upon the making of an affidavit of that fact by the person claimingthe certificate of stock to be lost, stolen or destroyed. When authorizing suchissuance of a new certificate or certificates, the Board of Directors may, inits discretion and as a condition precedent to the issuance thereof, requirethe owner of such lost, stolen or destroyed certificate or certificates, or hislegal representative, to advertise the same in such manner as it shall requireand/or to give the Corporation a bond in such sum as it may direct as indemnityagainst any claim that may be made against the Corporation with respect to thecertificate alleged to have been lost, stolen or destroyed.
**TRANSFER OF STOCK**
     Section 4. Upon surrender to the Corporation or the transfer agent of theCorporation of a certificate for shares duly endorsed or accompanied by properevidence of succession, assignation or authority to transfer, it shall be theduty of the Corporation to issue a new certificate to the person entitledthereto, cancel the old certificate and record the transaction upon its books.
**FIXING RECORD DATE**
     Section 5. In order that the Corporation may determine the stockholdersentitled to notice of, or to vote at, any meeting of stockholders or anyadjournment thereof, or to express consent to corporate action in writingwithout a meeting, or entitled to receive payment of any dividend or otherdistribution or allotment of any rights, or entitled to exercise any rights inrespect of any
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change, conversion or exchange of stock or for the purpose of any otherlawful action, the Board of Directors may fix, in advance, a record date, whichshall not be more than sixty nor less than ten days before the date of suchMeeting, nor more than sixty days prior to any other action. A determination ofstockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however,that the Board of Directors may fix a new record date for the adjournedmeeting.
**REGISTERED STOCKHOLDERS**
     Section 6. The Corporation shall be entitled to recognize the exclusiveright of a person registered on its books as the owner of shares to receivedividends, and to vote as such owner, and to hold liable for calls andassessments a person registered on its books as the owner of shares, and shallnot be bound to recognize any equitable or other claim to or interest in suchshare or shares on the part of any other person, whether or not it shall haveexpress or other notice thereof, except as otherwise provided by the DelawareGeneral Corporation Law.
**ARTICLE VII**
**DIVIDENDS; GENERAL PROVISIONS**
     Section 1. Dividends upon the capital stock of the Corporation, subject tothe provisions of the Certificate of Incorporation, if any, may be declared bythe Board of Directors at any regular or special meeting, pursuant to law.Dividends may be paid in cash, in property, or in shares of the capital stock,subject to the provisions of the Certificate of Incorporation.
     Section 2. Before payment of any dividend, there may be set aside out ofany funds of the Corporation available for dividends such sum or sums as thedirectors from time to time, in their absolute discretion, think proper as areserve or reserves to meet contingencies, or for equalizing dividends, or forrepairing or maintaining any property of the Corporation, or for such other
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purpose as the directors shall think conducive to the interest of theCorporation, and the directors may modify or abolish any such reserve in themanner in which it was created.
**ANNUAL STATEMENT**
     Section 3. The Board of Directors shall present at each annual meeting,and at any special meeting of the stockholders when called for by vote of thestockholders, a full and clear statement of the business and condition of thecorporation.
**CHECKS**
     Section 4. All checks or demands for money and notes of the corporationshall be signed by such officer or officers or such other person or persons asthe Board of Directors may from time to time designate.
**FISCAL YEAR**
     Section 5. The fiscal year of the corporation shall be fixed by resolutionof the Board of Directors.
**SEAL**
     Section 6. The corporate seal shall have inscribed thereon the name of theCorporation, the year of its organization and these words “Corporate Seal,Delaware”. The seal may be used by causing it or a facsimile thereof to beimpressed or affixed or reproduced or otherwise.
**INDEMNIFICATION**
     Section 7.
     (a)     The Corporation shall indemnify its officers, directors, employees andagents to the fullest extent permitted by the Delaware General Corporation Lawas it exists on the date hereof, or as it may hereafter be amended.
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     (b)     The right of indemnification created by the Section shall be acontract right enforceable against the Corporation by those indemnities to whomthis section is applicable, and it shall not be exclusive of any other rightsto which such indemnities may otherwise be entitled.
     The provisions of this Section shall be applicable to any action, suit orproceeding described herein commenced or continuing after the adoption of thisSection, whether arising from acts or omissions occurring before or after suchadoption. No amendment, alteration, change, addition or repeal of or to theseBy-Laws shall deprive any indemnitee to whom this Section is applicable of anyrights under this Section with respect to any act or omission of suchindemnitee occurring prior to such amendment, alteration, change, addition orrepeal.
**ARTICLE VIII**
**AMENDMENTS**
     Section 1. These By-Laws may be altered, amended or repealed or newBy-Laws may be adopted by the stockholders or by the Board of Directors, whensuch power is conferred upon the Board of Directors by the Certificate ofIncorporation, at any regular meeting of the stockholders or of the Board ofDirectors or at any special meeting of the stockholders or of the Board ofDirectors if notice of such alteration, amendment, repeal or adoption of newBy-Laws be contained in the notice of such meeting. If the power to adopt,amend or repeal By-Laws is conferred upon the Board of Directors by theCertificate of Incorporation it shall not divest or limit the power of thestockholders to adopt, amend or repeal By-Laws.
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