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ARTICLE IIMeeting of Stockholders     Section 2.1. Annual Meeting. An annual meeting of such holders of capital stock(“Stock”) as are entitled to vote thereat (“Annual Meeting of Stockholders”) shall be held for theelection of directors and the transaction of such other business on a date and time to bedetermined by the Board of Directors. If the Annual Meeting of Stockholders is not held on thedate designated therefor, the Board of Directors shall cause the meeting to be held as soonthereafter as convenient.     Section 2.2. Special Meetings. In addition to such special meetings as are providedfor by law or by the Certificate of Incorporation, special meetings of the stockholders of theCorporation may be called at any time by the Board of Directors, and by the Secretary upon thewritten request stating the purposes of any such meeting of the holders of record collectively ofat least fifty-one (51%) percent of the outstanding shares of Stock of the Corporation. Specialmeetings shall be called by means of a notice as provided in Section 2.4 hereof.     Section 2.3. Place of Meetings. All meetings of the stockholders shall be held atsuch place within or without the State of Delaware as shall be designated by the Board ofDirectors.     Section 2.4. Notice of Meetings. Whenever stockholders are required or permitted totake any action at a meeting, a written notice of the meeting shall be given which shall state theplace, date and hour of the meeting and, in case of a special meeting, the purpose or purposes forwhich the meeting is called. The notice of each Annual Meeting of Stockholders shall identify eachmatter intended to be acted upon at such meeting. If mailed, the notice shall be addressed to eachstockholder in a postage-prepaid envelope at his address as it appears on the records of theCorporation unless, prior to the time of mailing, the Secretary shall have received from any suchstockholder a written request that notices intended for him be mailed to some other address. Insuch case, the
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notice intended for such stockholder shall be mailed to the address designated in such request.Notice of each meeting of stockholders shall be delivered personally or mailed not less than ten(10) nor more than sixty (60) days before the date fixed for the meeting to each stockholderentitled to vote at such meeting.     Section 2.5. Waiver of Notice. Whenever notice is required to be given, a writtenwaiver thereof signed by the person entitled to notice whether before or after the time statedtherein for such meeting shall be deemed equivalent to notice. Attendance of a person at a meetingof stockholders shall constitute a waiver of notice of such meeting, except as otherwise providedby law. Neither the business to be transacted at nor the purpose of any regular or special meetingof the stockholders need be specified in any written waiver of notice.     Section 2.6. Organization of Meetings. The Chairman of the Board, if any, shall actas chairman at all meetings of stockholders at which he is present and, as such chairman, shallcall such meetings of stockholders to order and shall preside thereat. If the Chairman of theBoard shall be absent from any meeting of stockholders, the duties otherwise provided in thisSection to be performed by him at such meeting shall be performed at such meeting by the President.If both the Chairman of the Board and the President shall be absent, such duties shall beperformed by a Vice President designated by the President to preside at such meeting. If no suchofficer is present at such meeting, any stockholder or the proxy of any stockholder entitled tovote at the meeting may call the meeting to order and a chairman to preside thereat shall beelected by a majority of those present and entitled to vote. The Secretary of the Corporationshall act as secretary at all meetings of the stockholders but, in his absence, the chairman of themeeting may appoint any person present to act as secretary of the meeting.     Section 2.7. Stockholders Entitled to Vote. In order that the Corporation maydetermine the stockholders entitled to notice of or to vote at any meeting of stockholders or anyadjournment thereof, the Board of Directors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted
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by the Board of Directors, and which record date shall not be more than sixty nor less than tendays before the date of such meeting. If no record date is fixed by the Board of Directors, therecord date for determining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day next preceding the day on which notice isgiven, or, if notice is waived, at the close of business on the day next preceding the day on whichthe meeting is held. A determination of stockholders of record entitled to notice of or to vote ata meeting of stockholders shall apply to any adjournment of the meeting; provided, however, thatthe Board of Directors may fix a new record date for the adjourned meeting.     Section 2.8. List of Stockholders Entitled to Vote. The Secretary shall prepare andmake or cause to be prepared and made, at least ten (10) days before every meeting of stockholders,a complete list of the stockholders entitled to vote at such meeting, arranged in alphabeticalorder and showing the address of each such stockholder as it appears on the records of theCorporation and the number of shares registered in the name of each such stockholder. Such listshall be open to the examination of any stockholder, for any purpose germane to the meeting, duringordinary business hours, for a period of at least ten (10) days prior to the meeting, either at aplace specified in the notice of meeting within the city where the meeting is to be held or, if notso specified, at the place where the meeting is to be held, and a duplicate list shall be similarlyopen to examination at the principal place of business of the Corporation. Such list shall beproduced and kept at the time and place of the meeting during the whole time thereof and may beinspected by any stockholder who is present.     Section 2.9. Quorum and Adjournment. Except as otherwise provided by law and in theCertificate of Incorporation, the holders of a majority of the shares of Stock entitled to vote atthe meeting shall constitute a quorum at each meeting of the stockholders. Where more than oneclass or series of Stock is entitled to vote at such a meeting, a majority of the shares of eachsuch class or series of Stock entitled to vote at such meeting shall constitute a quorum at suchmeeting. In the absence of a quorum, the holders of a majority of all such shares of Stock presentin person or by proxy may
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adjourn any meeting from time to time until a quorum shall attend. At any such adjourned meetingat which a quorum may be present, any business may be transacted which might have been transactedat the meeting as originally called. Notice of an adjourned meeting need not be given if the timeand place thereof are announced at the meeting at which the adjournment is taken; provided,however, that if the adjournment 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 meeting shall be given to eachstockholder of record entitled to vote at the meeting.     Section 2.10. Order of Business. The order of business at all meetings ofstockholders shall be as determined by the chairman of the meeting.     Section 2.11. Vote of Stockholders. Except as otherwise permitted by law, by theCertificate of Incorporation or by Section 2.13 hereof, all action by stockholders shall be takenat a meeting of the stockholders. Except as otherwise provided in the Certificate ofIncorporation, every stockholder of record, as determined pursuant to Section 2.7 hereof, who isentitled to vote shall at every meeting of the stockholders be entitled to one vote for each shareof Stock entitled to participate in such vote held by such stockholder on the record date. Everystockholder entitled to vote shall have the right to vote in person or by proxy. Except asotherwise provided by law, no vote on any question upon which a vote of the stockholders may betaken need be by ballot unless the chairman of the meeting shall determine that it shall be byballot or the holders of a majority of the shares of Stock present in person or by proxy andentitled to participate in such vote shall so demand. In a vote by ballot each ballot shall statethe number of shares voted and the name of the stockholder or proxy voting. Unless otherwiseprovided by law or by the Certificate of Incorporation, each director shall be elected by aplurality of the votes of the shares of Stock present in person or represented by proxy at themeeting and entitled to vote on the election of directors and all other questions shall be decidedby a vote of the holders of a majority of the shares of Stock present in person or represented byproxy at the meeting and entitled to vote on the question.
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     Section 2.12. Proxies. Each stockholder entitled to vote at a meeting of stockholdersor to express consent to corporate action in writing without a meeting may authorize another personor persons to act for him by proxy. A proxy acting for any stockholder shall be duly appointed byan instrument in writing subscribed by such stockholder, but no such proxy shall be voted or actedupon after three years from its date, unless the proxy provides for a longer period. A dulyexecuted proxy shall be irrevocable if it states that it is irrevocable and if, and only as longas, it is coupled with an interest sufficient in law to support an irrevocable power. Astockholder may revoke any proxy which is not irrevocable by attending the meeting and voting inperson or by filing an instrument in writing revoking the proxy or another duly executed proxybearing a later date with the Secretary of the Corporation.     Section 2.13. Consent of Stockholders in Lieu of Meeting. Whenever the vote ofstockholders at a meeting thereof is required or permitted to be taken for or in connection withany corporate action by any provision of the General Corporation Law of the State of Delaware, themeeting, prior notice of such meeting and the vote of the stockholders may be dispensed with andsuch corporate action may be taken with the written consent of the stockholders of Stock having notless than the minimum percentage of the total vote required by statute for the proposed corporateaction, unless the Certificate of Incorporation or the By-Laws require a greater percentage forsuch action, in which case the consent shall be that of the holders of such greater percentage;provided, however, that prompt notice is given to all the stockholders who have not consented ofthe taking of such corporate action without a meeting by less than unanimous written consent. Everywritten consent shall bear the date of signature of each stockholder who signs the consent and nowritten consent shall be effective to take the corporate action referred to therein unless, withinsixty days of the earliest dated written consent received in accordance with these By-Laws, awritten consent or consents signed by a sufficient number of holders to take such action aredelivered to the Corporation in the manner prescribed in these By-Laws.
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     Section 2.14. Record Date for Actions by Written Consent. (a) In order that theCorporation may determine the stockholders entitled to consent to corporate action in writingwithout a meeting, the Board of Directors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted by the Board ofDirectors, and which date shall not be more than ten days after the date upon which the resolutionfixing the record date is adopted by the Board of Directors. Any stockholder of record seeking tohave the stockholders authorize or take corporate action by written consent shall, by writtennotice to the Secretary, request the Board of Directors to fix a record date. The Board ofDirectors shall promptly, but in all events within ten days after the date on which such a requestis received, adopt a resolution fixing the record date (unless a record date has previously beenfixed by the Board of Directors pursuant to the first sentence of this Section 2.14(a)). If norecord date has been fixed by the Board of Directors pursuant to the first sentence of this Section2.14(a) or otherwise within ten days of the date on which such a request is received, the recorddate for determining stockholders entitled to consent to corporate action in writing without ameeting, when no prior action by the Board of Directors is required by applicable law, shall be thefirst date on which a signed written consent setting forth the action taken or proposed to be takenis delivered to the Corporation by delivery to its registered office in Delaware, its principalplace of business, or to any officer or agent of the Corporation having custody of the book inwhich proceedings of meetings of stockholders are recorded. Delivery shall be by hand or bycertified or registered mail, return receipt requested. If no record date has been fixed by theBoard of Directors and prior action by the Board of Directors is required by applicable law, therecord date for determining stockholders entitled to consent to corporate action in writing withouta meeting shall be at the close of business on the date on which the Board of Directors adopts theresolution taking such prior action.     (b) In the event of the delivery, in the manner provided by Section 2.14(a), to theCorporation of the requisite written consent or consents to take corporate action and/or anyrelated revocation or revocations, the Corporation may engage independent inspectors of electionsfor the purpose of performing promptly a ministerial review of the
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validity of the consents and revocations. For the purpose of permitting the inspectors to performsuch review, no action by written consent without a meeting shall be effective until such date asthe independent inspectors certify to the Corporation that the consents delivered to theCorporation in accordance with Section 2.14(a) represent at least the minimum number of votes thatwould be necessary to take the corporate action. Nothing contained in this Section 2.14(b) shallin any way be construed to suggest or imply that the Board of Directors or any stockholder shallnot be entitled to contest the validity of any consent or revocation thereof, whether before orafter such certification by the independent inspectors, or to take any other action (including,without limitation, the commencement, prosecution, or defense of any litigation with respectthereto, and the seeking of injunctive relief in such litigation).     Section 2.15. Attendance at Meetings of Stockholders. Any stockholder of theCorporation not entitled to notice of the meeting or to vote at such meeting shall nevertheless beentitled to attend any meeting of stockholders of the Corporation.     Section 2.16. Notice of Stockholder Nominees. Only persons who are nominated inaccordance with the procedures set forth in this Section 2.16 shall be eligible for election asdirectors of the Corporation. Nominations of persons for election to the Board of Directors may bemade at a meeting of the Corporation’s Stockholders (a) by or at the direction of the Board ofDirectors or (b) by any Stockholder of the Corporation entitled to vote for the election ofdirectors at such meeting who complies with the procedures set forth in this Section 2.16. Allnominations by Stockholders shall be made pursuant to timely notice in proper written form to theSecretary of the Corporation. To be timely, a Stockholder’s notice shall be delivered to or mailedand received at the principal executive offices of the Corporation not less than 45 days prior tothe date on which the Corporation first mailed its proxy materials for the prior year’s meeting ofstockholders held for election of directors. If during the prior year the Corporation did not holdsuch a meeting, or if the date of the current year’s meeting has changed more than 30 days from theprior year, then notice must be received a reasonable time before the Corporation mails its proxymaterials for the current year. Such
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Stockholder’s notice to the Secretary shall set forth in writing (a) as to each person whom suchStockholder proposes to nominate for election or re-election as a director, all informationrelating to such person that is required to be disclosed in solicitations of proxies for electionof directors or is otherwise required in each case pursuant to Regulation 14A under the SecuritiesExchange Act of 1934, as amended, including, without limitation, such person’s written consent tobeing named in the proxy statement as a nominee and to serving as a director if elected; and (b) asto such Stockholder, (i) the name and address, as they appear on the Corporation’s books, of suchStockholder and (ii) the class and number of shares of the Corporation’s capital stock that arebeneficially owned by such Stockholder. At the request of the Board of Directors, any personnominated by the Board of Directors for election as a director shall furnish to the Secretary ofthe Corporation that information required to be set forth in a Stockholders notice of nominationwhich pertains to the nominee. No person shall be eligible for election as a director unlessnominated in accordance with the procedures set forth in these By-Laws of the Company. The chairmanof the Stockholders’ meeting shall, if the facts warrant, determine and declare to the meeting thata nomination was not made in accordance with the procedures prescribed by these By-Laws, and if heshall so determine, he shall announce such determination to the meeting and the defectivenomination shall be disregarded.     Section 2.17. Stockholder Proposals. At any special meeting of the Corporation’sStockholders, only such business brought before the meeting by or at the direction of the Board ofDirectors shall be conducted. At any Annual Meeting of Stockholders, only such business shall beconducted as shall have been brought before the meeting (a) by or at the direction of the Board ofDirectors or (b) by any Stockholder who complies with the procedures set forth in this Section2.17. For business to be properly brought before an Annual Meeting of Stockholders by aStockholder, the Stockholder must give timely notice thereof in proper written form to theSecretary of the Corporation. To be timely a Stockholder’s notice must be delivered to or mailedand received at the principal executive offices of the Corporation not less than 45 days prior tothe date on which the Corporation first mailed its proxy materials for the prior year’s
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Annual Meeting of Stockholders. If during the prior year the Corporation did not hold an AnnualMeeting, or if the date of the current year’s Annual Meeting has changed more than 30 days from theprior year, then notice must be received a reasonable time before the Corporation mails its AnnualMeeting proxy materials for the current year. Such Stockholder’s notice to the Secretary shall setforth in writing as to each matter such Stockholder proposes to bring before the Annual Meeting ofStockholders: (a) a brief description of the business desired to be brought before the AnnualMeeting of Stockholders and the reason for conducting such business at the Annual Meeting ofStockholders, (b) the name and address, as they appear on the Corporation’s books, of suchStockholder, (c) the class and number of shares of the Corporation’s stock which are beneficiallyowned by such Stockholder and (d) any material interest of such Stockholder in such business.Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at anAnnual Meeting of Stockholders except in accordance with the procedures set forth in this Section2.17. The chairman of an Annual Meeting of Stockholders shall, if the facts warrant, determine anddeclare to the meeting that business was not properly brought before the meeting in accordance withthe provisions of this Section 2.17, and, if he should so determine, he shall so announce suchdetermination to the meeting and any such business not properly brought before the meeting shallnot be transacted.ARTICLE IIIBoard of Directors     Section 3.1. Election and Term. Except as otherwise provided by law or by thisArticle III, directors shall be elected at the Annual Meeting of Stockholders and shall hold officeuntil the next Annual Meeting of Stockholders and until their successors are elected and qualify,or until they sooner die, resign, or are removed. Acceptance of the office of director need not beexpressed in writing.     Section 3.2. Number. The number of directors of the Corporation shall be fixed fromtime to time by the vote of a majority of the entire Board then in office and the
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number thereof may thereafter by like vote be increased or decreased to such greater or lessernumber.     Section 3.3. General Powers. The business, properties and affairs of the Corporationshall be managed by or under the direction of the Board of Directors which, without limiting thegenerality of the foregoing, shall have the power to appoint the officers and agents of theCorporation, to fix and alter the salaries of officers, employees and agents of the Corporation, togrant general or limited authority (including authority to delegate and sub-delegate) to officers,employees and agents of the Corporation, to make, execute, affix the corporate seal to and delivercontracts and other instruments and documents including bills, notes, checks or other instrumentsfor the payment of money, in the name and on behalf of the Corporation without specific authorityin each case and to appoint committees in addition to those provided for in Articles IV hereof withsuch powers and duties as the Board of Directors may determine and as provided by law. Themembership of such committees shall consist of such persons as are designated by the Board ofDirectors. In addition, the Board of Directors may exercise all the powers of the Corporation anddo all lawful acts and things which are not reserved to the stockholders by law, by the Certificateof Incorporation or by the By-Laws.     Section 3.4. Place of Meetings. Meetings of the Board of Directors may be held at theprincipal office of the Corporation or at any other place, within or without the State of Delaware,from time to time as designated by the Board of Directors. Meetings of the Board of Directors maybe held, and one or more members may attend any meeting of the Board of Directors, by telephonicconference or similar communications equipment, by means of which all persons participating in themeeting can hear each other, and participation in a meeting pursuant to this by-law shallconstitute presence in person at such meeting.     Section 3.5. First Meeting of New Board. A newly elected Board of Directors shallmeet without notice as soon as practicable after each Annual Meeting of Stockholders at the placeat which such meeting of stockholders took place. If a quorum
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is not present, such organization meeting may be held at any other time or place which may bespecified for special meetings of the Board of Directors in a notice given in the manner providedin Section 3.7 hereof or in a waiver of notice thereof.     Section 3.6. Regular Meetings. Regular meetings of the Board of Directors shall beheld at such times as may be determined by resolution of the Board of Directors. No notice shallbe required for any regular meeting. Except as otherwise provided by law, any business may betransacted at any regular meeting of the Board of Directors.     Section 3.7. Special Meetings; Notice; and Waiver of Notice. Special meetings of theBoard of Directors shall be called by the Secretary or an Assistant Secretary at the request of theChairman of the board, if any, the President, a Vice President, or at the request in writing of oneor more of the whole Board of Directors stating the purpose or purposes of such meeting. Noticesof special meetings shall be mailed to each director addressed to him at his residence or usualplace of business not later than three (3) days before the day on which the meeting is to be heldor shall be sent to him at either of such places by telegraph or shall be communicated to himpersonally or by telephone, not later than the day before the date fixed for the meeting. Noticeof any meeting of the Board of Directors shall not be required to be given to any director if heshall sign a written waiver thereof either before or after the time stated therein for such meetingor if he shall be present at the meeting and participate in the business transacted thereat. Anyand all business transacted at any meeting of the Board of Directors shall be fully effectivewithout any notice thereof having been given if all the members shall be present thereat. Unlesslimited by law, the Certificate of Incorporation, the By-Laws, or by the terms of the noticethereof, any and all business may be transacted at any special meeting without the notice thereofhaving so specifically enumerated the matters to be acted upon.     Section 3.8. Organization. The Chairman of the Board, if any, shall preside at allmeetings of the Board of Directors at which he is present. If the Chairman of the Board shall beabsent from any meeting of the Board of Directors, the duties otherwise provided in this Section3.8 to be performed by him at such meeting shall be performed
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by the President. If both the Chairman of the Board and the President shall be absent, such dutiesshall be performed by a director designated by the President to preside at such meeting. If nosuch officer or director is present at such meeting, one of the directors present shall be chosento preside by a majority vote of the members of the Board of Directors present at such meeting.The Secretary of the Corporation shall act as the secretary at all meetings of the Board ofDirectors and, in his absence, a temporary secretary shall be appointed by the chairman of themeeting.     Section 3.9. Quorum and Adjournment. Except as otherwise provided by Section 3.14hereof and in the Certificate of Incorporation, at every meeting of the Board of Directors amajority of the total number of directors shall constitute a quorum. Except when the total numberof directors is one, in no event shall a quorum consist of less than two directors. Except asotherwise provided by law, by the Certificate of Incorporation, by Sections 3.14, 4.1, 4.8, 4.9,5.3, or 9.1 hereof, the vote of a majority of the directors present at any meeting at which aquorum is present shall be the act of the Board of Directors. In the absence of a quorum, anymeeting may be adjourned from time to time until a quorum is present. Notice of an adjournedmeeting shall be required to be given if notice was required to be given of the meeting asoriginally called.     Section 3.10. Voting. On any question on which the Board of Directors shall vote, thenames of those voting and their votes shall be entered in the minutes of the meeting when anymember of the Board of Directors present at the meeting so requests.     Section 3.11. Acting without a Meeting. Any action required or permitted to be takenat any meeting of the Board of Directors or of any committee thereof may be taken without a meetingif all members of the Board of Directors or of such committee, as the case may be, consent theretoin writing and such written consents are filed with the minutes of such proceeding.     Section 3.12. Resignations. Any director may resign at any time by written noticethereof to the Corporation. Any resignation shall be effective immediately unless
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some other time is specified for it to take effect. Acceptance of any resignation shall not benecessary to make it effective unless such resignation is tendered subject to such acceptance.     Section 3.13. Removal of Directors. Subject to any agreement in writing between thestockholders of the Corporation, any director may be removed either with or without cause at anytime by action of the holders of record of a majority of the outstanding shares of Stock of theCorporation then entitled to vote at an election of directors at a meeting of holders of suchshares. The vacancy in the Board of Directors caused by any such removal may be filled by actionof such stockholders at such meeting or at any subsequent meeting.     Section 3.14. Filling of Newly Created Directorships or Vacancies. In case of anyincrease in the number of directors or of any vacancy created by death, resignation, ordisqualification, the additional director or directors may be elected or the vacancy or vacanciesmay be filled, as the case may be, by the Board of Directors at any meeting by affirmative vote ofa majority of the remaining directors or by a sole remaining director though the remaining directoror directors be less than the quorum provided for in Section 3.9 hereof. Each director so chosenshall hold office until the next Annual Meeting of Stockholders and until his successor is electedand qualifies or until such director sooner dies, resigns, or is removed.     Section 3.15. Compensation of Directors. Directors may receive such sums ascompensation for their services and expenses as may be directed by resolution of the Board ofDirectors; provided that nothing herein contained shall be construed to preclude any director fromserving the Corporation in any other capacity, and receiving compensation therefor. Members ofspecial or standing committees may be allowed like compensation for their service and expenses.ARTICLE IVCommittees of the Board
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A. Executive Committee     Section 4.1. Appointment and Powers. The Board of Directors, by resolution adopted byaffirmative vote of a majority of the whole Board of Directors, may appoint an Executive Committeeand the members thereof consisting of one or more members which shall have and may exercise, duringthe intervals between the meetings of the Board of Directors, all of the powers of the Board ofDirectors in the management of the business, properties and affairs of the Corporation; provided,however, that the foregoing is subject to the applicable provisions of law and the Certificate ofIncorporation and shall not be construed as authorizing action by the Executive Committee withrespect to any action which is required to be taken by vote of a specified proportion of the wholeBoard of Directors. So far as practicable, the members of the Executive Committee shall beappointed at the organization meeting of the Board of Directors in each year and, unless soonerdischarged by affirmative vote of a majority of the whole Board of Directors, shall hold officeuntil the next annual organization meeting of the Board of Directors and until their respectivesuccessors are appointed or until they sooner die, resign, or are removed. All acts done andpowers conferred by the Executive Committee shall be deemed to be, and may be certified as being,done or conferred under authority of the Board of Directors.     Section 4.2. Place of Meetings. Meetings of the Executive Committee may be held atthe principal place of business of the Corporation or at any other place from time to timedesignated by the Board of Directors or the Executive Committee. Meetings of the ExecutiveCommittee may be held, and one or more members may attend any meeting of the Executive Committee,by telephonic conference.     Section 4.3. Meetings; Notice; and Waiver of Notice. Regular meetings of theExecutive Committee shall be held at such times as may be determined by resolution either of theBoard of Directors or the Executive Committee and no notice shall be required for any regularmeeting. Special meetings of the Executive Committee shall be
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called by the Secretary or an Assistant Secretary upon the request of any member of the ExecutiveCommittee. Notices of special meetings shall be delivered personally to each member or shall bemailed to each member either by over night courier service or first-class mail addressed to him athis residence or usual place of business or other address provided to the Corporation, or shall besent to him at any of such places by telegraph, telecopy, or shall be communicated to himpersonally or by telephone, such that such notice is received by each member not later than thebusiness day before the date fixed for the meeting. Notice of any such meeting shall not berequired to be given to any member of the Executive Committee if he shall sign a written waiverthereof either before or after the time stated therein for such meeting or if he shall be presentat the meeting and participate in the business transacted thereat, and all business transacted atany meeting of the Executive Committee shall be fully effective without any notice thereof havingbeen given if all the members shall be present thereat. Unless limited by law, the Certificate ofIncorporation, the By-Laws, or the terms of the notice thereof, any and all business may betransacted at any special meeting without the notice thereof having specifically enumerated thematters to be acted upon.     Section 4.4. Organization. The Chairman of the Executive Committee shall preside atall meetings of the Executive Committee at which he is present. In the absence of the Chairman ofthe Executive Committee, the Chairman of the Board, if he is a member of the Executive Committee,shall preside at meetings of the Executive Committee at which he is present. In the absence of theChairman of the Executive Committee and the Chairman of the Board, the Vice Chairman of the Board,if he is a member of the Executive Committee, shall preside at meetings of the Executive Committeeat which he is present. In the absence of the Chairman of the Executive Committee, the Chairman ofthe Board and the Vice Chairman of the Board, the President, if he is a member of the ExecutiveCommittee, shall preside at meetings of the Executive Committee at which he is present. In theabsence of the Chairman of the Executive Committee, the Chairman of the Board, the Vice Chairman ofthe Board and the President, one of the members present shall be chosen by the members of theExecutive Committee present to preside at such meeting. The Secretary of the
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Corporation shall act as secretary at all meetings of the Executive Committee, if he is a memberthereof, and, in his absence, or if he is not a member thereof, a temporary secretary shall beappointed by the chairman of the meeting.     Section 4.5. Quorum and Adjournment. A majority of the members of the ExecutiveCommittee shall constitute a quorum for the transaction of business. The vote of a majority ofthose present at any meeting at which a quorum is present shall be the act of the ExecutiveCommittee. In the absence of a quorum, any meeting may be adjourned from time to time until aquorum is present. No notice of any adjourned meeting shall be required to be given other than byannouncement at the meeting that is being adjourned.     Section 4.6. Voting. On any question on which the Executive Committee shall vote, thenames of those voting and their votes shall be entered in the minutes of the meeting when anymember of the Executive Committee present at the meeting so requests.     Section 4.7. Records. The Executive Committee shall keep minutes of its acts andproceedings which shall be submitted at the next regular meeting of the Board of Directors. Anyaction taken by the Board of Directors with respect thereto shall be entered in the minutes of theBoard of Directors. Each director shall be entitled to receive a copy of the minutes of theExecutive Committee at his request.     Section 4.8. Vacancies; Alternate Members; and Absences. In case of any increase inthe number of members of the Executive Committee or of any vacancy created by death, resignation,disqualification or otherwise, the additional member or members may be elected or the vacancy orvacancies filled, as the case may be, by affirmative vote of a majority of the remaining Board ofDirectors or by a sole remaining director, though the remaining director or directors be less thanthe quorum provided for herein. By similar vote, the Board of Directors may designate one or moredirectors as alternate members of the Executive Committee who may replace any absent ordisqualified member at any meeting of the Executive Committee.
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B. Other Committees of the Board     Section 4.9. Appointing Other Committees of the Board. The Board of Directors fromtime to time by resolution adopted by affirmative vote of a majority of the whole Board ofDirectors may appoint other committees of the Board of Directors and the members thereof whichshall have such powers of the Board of Directors and such duties as the Board of Directors mayproperly determine and as provided by law. Such other committee of the Board of Directors shallconsist of one or more directors. By similar vote, the Board of Directors may designate one ormore directors as alternate members of any such committee who may replace any absent ordisqualified member at any meeting of any such committee. In the absence or disqualification ofany member of any such committee, the member or members thereof present at any meeting and notdisqualified from voting, whether or not he or they constitute a quorum, may unanimously appointanother member of the Board of Directors to act at the meeting in the place of any such absent ordisqualified member.     Section 4.10. Place and Time of Meetings; Notice; Waiver of Notice; and Records.Meetings of such other committees of the Board of Directors may be held at any place from time totime designated by the Board of Directors or the committee. Regular meetings of any such committeeshall be held at such times as may be determined by resolution of the Board of Directors or thecommittee and no notice shall be required for any regular meeting. A special meeting of any suchcommittee shall be called by resolution of the Board of Directors or by the Secretary or anAssistant Secretary upon the request of any member of the committee. The provisions of Section 4.3hereof with respect to notice and waiver of notice of special meetings of the Executive Committeeshall also apply to all special meetings of other committees of the Board of Directors. Any suchcommittee may make rules for holding and conducting its meetings and shall keep minutes of allmeetings. Meetings of any such committee may be held, and one or more members of such committeemay attend any meeting of such committee, by telephonic conference.
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ARTICLE VThe OfficersSection 5.1. Officers. The officers of the Corporation shall be a President, VicePresident, Secretary and a Treasurer. The officers shall be elected by the Board of Directors.The Board of Directors may also elect a Chairman of the Board, an Executive Vice President, one ormore Vice Presidents, a Chairman of the Executive Committee, a Controller, one or more Second VicePresidents, Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such otherofficers and agents as in their judgment may be necessary or desirable.Section 5.2. Terms of Office and Vacancies. So far as is practicable, all officers shallbe appointed at the organization meeting of the Board of Directors in each year and, except asotherwise provided in Sections 5.1, 5.3, and 5.4 hereof, shall hold office until the organizationmeeting of the Board of Directors in the next subsequent year and until their respective successorsare elected and qualify or until they sooner die, retire, resign or are removed. If any vacancyshall occur in any office, the Board of Directors may elect a successor to fill such vacancy forthe remainder of the term.Section 5.3. Removal of Officers. Any officer may be removed at any time, either with orwithout cause, by affirmative vote of a majority of the whole Board of Directors at any regularmeeting or at any special meeting called for that purpose.Section 5.4. Resignations. Any officer may resign at any time by giving written noticethereof to the Corporation. Any resignation shall be effective immediately unless some other dateis specified for it to take effect. Acceptance of any resignation shall not be necessary to makeit effective unless such resignation is tendered subject to such acceptance.
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Section 5.5. Officers Holding More Than One Office. Any officer may hold two or moreoffices so long as the duties of such offices can be consistently performed by the same person.Section 5.6. The Chairman of the Board. The Chairman of the Board, if any, shall be amember of the Board of Directors. As provided in Section 2.6 hereof, he shall act as chairman atall meetings of the stockholders at which he is present; as provided in Section 3.8 hereof, heshall preside at all meetings of the Board of Directors at which he is present. He shall alsoperform such other duties and shall have such other powers as may from time to time be assigned tohim by the Board of Directors. In the absence or disability of the Chairman of the Board, theduties of the Chairman of the Board shall be performed and his powers may be exercised by thePresident of the Board. In the absence or disability of the Chairman of the Board and thePresident, the powers of the Chairman of the Board may be exercised by such member of the Board ofDirectors as may be designated by the Chairman of the Board and, failing such designation or in theabsence of the person so designated, by such member of the Board of Directors as may be designatedby the President.Section 5.7. The President. The President shall be the chief executive officer of theCorporation and, subject to the control of the Board of Directors, shall have general and activecharge, control, and supervision of the business, property and affairs of the Corporation, shallapprove all operating expense and capital expenditure budgets and shall formulate recommendationsto the Board of Directors for its action and decision. In the absence or disability of thePresident, the duties of the President shall be performed and his powers may be exercised by theChairman of the Board. If neither the President nor the Chairman of the Board is available, theduties of the President shall be performed and his powers may be exercised by such member of theBoard of Directors as may be designated by the President and, failing such designation or in theabsence of the person so designated, by such member of the Board of Directors as may be designatedby the Chairman of the Board. In the absence of such designation by the Chairman of the Board, theduties of the President shall be performed and his powers may be exercised by
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such member of the Board of Directors, or such officer of the Corporation, as may be designated bythe Board of Directors.Section 5.8. The Vice Presidents. The Vice Presidents, if any, including the ExecutiveVice President, shall perform such duties and have such powers as may from time to time be assignedto them by the Board of Directors, the Chairman of the Board or the President.Section 5.9. The Secretary. The Secretary shall attend to the giving of notice of eachmeeting of stockholders, the Board of Directors and committees thereof and, as provided in Sections2.6 and 3.8 hereof, shall act as secretary at each meeting of stockholders and directors. He shallkeep minutes of all proceedings at such meetings as well as of all proceedings at all meetings ofsuch other committees of the Board of Directors as any such committee shall direct him to so keep.The Secretary shall have charge of the corporate seal and he or any officer of the Corporationshall have authority to attest to any and all instruments or writings to which the same may beaffixed. He shall keep and account for all books, documents, papers and records of the Corporationexcept those for which some other officer or agent is properly accountable. He shall generallyperform all the duties usually appertaining to the office of secretary of a corporation. In theabsence of the Secretary, such person as shall be designated by the chairman of any meeting shallperform his duties.Section 5.10. The Treasurer. The Treasurer shall have the care and custody of all thefunds of the Corporation and shall deposit such funds in such banks or other depositories as theBoard of Directors or any officer or officers thereunto duly authorized by the Board of Directorsshall from time to time direct or approve. In the absence of a Controller, he shall perform allduties appertaining to the office of Controller of the Corporation. He shall generally perform allthe duties usually appertaining to the office of treasurer of a corporation. When required by theBoard of Directors, he shall give bonds for the faithful discharge of his duties in such sums andwith such sureties as the
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Board of Directors shall approve. In the absence of the Treasurer, such person as shall bedesignated by the Chairman of the Board or President shall perform his duties.Section 5.11. The Controller. The Controller shall prepare and have the care and custodyof the books of account of the Corporation. He shall keep a full and accurate account of allmoneys received and paid on account of the Corporation. He shall render a statement of hisaccounts whenever the Board of Directors shall require. He shall generally perform all the dutiesusually appertaining to the office of controller of a corporation. When required by the Board ofDirectors, he shall give bonds for the faithful discharge of his duties in such sums and with suchsureties as the Board of Directors shall approve.Section 5.12. Additional Powers and Duties. In addition to the foregoing specificallyenumerated duties and powers, the several officers of the Corporation shall perform such otherduties and exercise such further powers as the Board of Directors may from time to time determineor as may be assigned to them by any superior officer. The salaries of all officers shall be fixedby the Board of Directors except as otherwise directed by the Board of Directors.ARTICLE VITransactions With Directors and Officers     Section 6.1. Transactions with Directors and Officers. No contract or transactionbetween the Corporation and one or more of its directors or officers or between the Corporation andany other corporation, partnership, association or other organization, in which one or more of itsdirectors or officers are directors or officers or have a financial interest, shall be void orvoidable solely for such reason or solely because the director or officer is present at orparticipates in the meeting of the Board of Directors or committee thereof which authorizes thecontract or transaction or solely because his or their votes are counted for such purpose if: (a)the material facts as to his relationship or interest and as to the contract or transaction aredisclosed or are known to
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the Board of Directors or the committee and the Board of Directors or the committee in good faithauthorizes the contract or transaction by the affirmative vote of a majority of the disinteresteddirectors even though the disinterested directors may be less than a quorum; or (b) the materialfacts as to his relationship or interest and as to the contract or transaction are disclosed or areknown to the stockholders entitled to vote thereon and the contract or transaction is specificallyapproved in good faith by vote of the stockholders; or (c) the contract or transaction is fair asto the Corporation as of the time it is authorized, approved or ratified by the Board of Directors,a committee thereof or the stockholders. Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the stockholders or the Board of Directors orof a committee which authorizes the contract or transaction.ARTICLE VIIStock and Transfers of Stock     Section 7.1. Stock Certificates. The Stock of the Corporation shall be represented bycertificates signed by two officers of the Corporation, one the Chairman of the Board, thePresident or a Vice President and the other the Secretary or an Assistant Secretary. Any or all ofthe signatures may be a facsimile. Such certificates shall be sealed with the seal of theCorporation. Such seal may be a facsimile, engraved or printed. In case any officer who hassigned any such certificate shall have ceased to be such officer before such certificate is issued,it may nevertheless be issued by the Corporation with the same effect as if he were such officer atthe date of issue. Certificates representing the Stock of the Corporation shall be in such form asshall be approved by the Board of Directors.     Section 7.2. Restrictive Legend on Certificates. Every certificate representingshares of Stock of the Corporation shall bear a legend substantially in the following form:“The shares of stock represented hereby have been acquired forinvestment and not with a view to distribution or resale, have not
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been registered under the Securities Act of 1933, as amended, and aretransferable only in accordance with and upon proof of compliance withthe Securities Act of 1933, as amended, and the Rules promulgatedthereunder.”     Section 7.3. Registration of Transfers of Stock. Registration of a transfer of Stockshall be made on the books of the Corporation only upon presentation by the person named in thecertificate evidencing such stock, or by an attorney lawfully authorized in writing, upon surrenderand cancellation of such certificate, with duly executed assignment and power of transfer endorsedthereon or attached thereto, and with such proof of the authenticity of the signature thereon asthe Corporation or its agents may reasonably require.     Section 7.4. Lost Certificates. In case any certificate representing Stock shall belost, stolen or destroyed, the Board of Directors in its discretion or any officer or officersthereunto duly authorized by the Board of Directors may authorize the issuance of a substitutecertificate in the place of the certificate so lost, stolen or destroyed; provided, however, ineach such case the Corporation may require the owner of the lost, stolen or destroyed certificateor his legal representative to give the Corporation evidence which the Corporation determines inits discretion satisfactory of the loss, theft or destruction of such certificate and of theownership thereof and may also require a bond sufficient to indemnify it against any claim that maybe made against it on account of the alleged loss, theft or destruction of any such certificate orthe issuance of such new certificate.     Section 7.5. Determination of Stockholders of Record for Certain Purposes. In orderthat the Corporation may determine the stockholders entitled to receive payment of any dividend orother distribution or allotment of any rights, or entitled to exercise any rights in respect of anychange, conversion or exchange of stock or for the purpose of any other lawful action, the Board ofDirectors may fix in advance a record date which shall not be more than sixty (60) days prior toany such action.
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ARTICLE VIIIMiscellaneous     Section 8.1. Seal. The seal of the Corporation shall have inscribed thereon the nameof the Corporation, the year of its organization and the state of its incorporation.     Section 8.2. Fiscal Year. The fiscal year of the Corporation shall be determined bythe Board of Directors.     Section 8.3. Signatures on Negotiable Instruments. All bills, notes, checks or otherinstruments for the payment of money shall be signed or countersigned by such officers or agents ofCorporation and in such manner as from time to time may be prescribed by resolution (whethergeneral or special) of the Board of Directors or as may be prescribed by any officer or officers orany officer and agent jointly thereunto duly authorized by the Board of Directors.     Section 8.4. Indemnification.     (a) Subject to Subsection (c) of this Section 8.4, the Corporation shall indemnify any personwho was or is a party or is threatened to be made a party to any threatened, pending or completedaction, suit or proceeding, whether civil, criminal, administrative or investigative (other than anaction by or in the right of the Corporation) by reason of the fact that he is or was a director,officer, employee or agent of the Corporation, or is or was serving at the request of theCorporation as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against expenses (including attorneys’ fees), judgments, finesand amounts paid in settlement actually and reasonably incurred by him in connection with suchaction, suit or proceeding if he acted in good faith and in a manner he reasonably believed to bein or not opposed to the best interests of the Corporation, and, with respect to any criminalaction or proceeding, had no reasonable cause to believe his conduct was
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unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create apresumption that the person did not act in good faith and in a manner that he reasonably believedto be in or not opposed to the best interests of the Corporation, and, with respect to any criminalaction or proceeding, had reasonable cause to believe that his conduct was unlawful.     (b) Subject to Subsection (c) of this Section 8.4, the Corporation shall indemnify any personwho was or is a party or is threatened to be made a party to any threatened, pending or completedaction or suit by or in the right of the Corporation to procure a judgment in its favor by reasonof the fact that he is or was a director, officer, employee or agent of the Corporation, or is orwas serving at the request of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against expenses (includingattorneys’ fees) actually and reasonably incurred by him in connection with the defense orsettlement of such action or suit if he acted in good faith and in a manner he reasonably believedto be in or not opposed to the best interests of the Corporation; except that no indemnificationshall be made with respect to any claim, issue or matter as to which such person shall have beenadjudged to be liable to the Corporation unless and only to the extent that the Court of Chanceryor the court in which such action or suit was brought shall determine upon application that,despite the adjudication of liability but in view of all the circumstances of the case, such personis fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery orsuch other court shall deem proper.     (c) Any indemnification under this Section 8.4 (unless ordered by a court) shall be made bythe Corporation only as authorized in the specific case upon a determination that indemnificationof the director, officer, employee or agent is proper in the circumstances because he has met theapplicable standard of conduct set forth in Subsection (a) or Subsection (b), as the case may be.Such determination shall be made (i) by the Board of Directors by a majority vote of a quorumconsisting of directors who were not parties to such action, suit or proceeding, or (ii) if suchquorum is not
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obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independentlegal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that adirector, officer, employee or agent of the Corporation has been successful on the merits orotherwise in defense of any action, suit or proceeding described above, or in defense of any claim,issue or matter herein, he shall be indemnified against expenses (including attorneys’ fees)actually and reasonably incurred by him in connection therewith, without the necessity ofauthorization in the specific case.     (d) Notwithstanding any contrary determination in the specific case under Subsection (c) ofthis Section 8.4, and notwithstanding the absence of any determination thereunder, any director,officer, employee or agent may apply to any court of competent jurisdiction in the State ofDelaware for indemnification to the extent otherwise permissible under Subsections (a) and (b) ofthis Section 8.4. The basis of such indemnification by a court shall be a determination by suchcourt that indemnification of the director, officer, employee or agent is proper in thecircumstances because he has met the applicable standards of conduct set forth in Subsections (a)and (b) of this Section 8.4, as the case may be. Notice of any application for indemnificationpursuant to this Section 8.4 shall be given to the Corporation promptly upon the filing of suchapplication.     (e) Expenses incurred in defending or investigating a threatened or pending action, suit orproceeding shall be paid by the Corporation in advance of the final disposition of such action,suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer,employee or agent to repay such amount if it shall ultimately be determined that he is not entitledto be indemnified by the Corporation as authorized in this Section 8.4.     (f) The indemnification and advancement of expenses provided by or granted pursuant to thisSection 8.4 shall not be deemed exclusive of any other rights to which those seekingindemnification or advancement of expenses may be entitled under any By-law, agreement, contract,vote of stockholders or disinterested directors or pursuant to the
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direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as toaction in his official capacity and as to action in another capacity while holding such office. Itis the policy of the Corporation that indemnification of the persons specified in Subsections (a)and (b) of this Section 8.4 shall be made to the fullest extent permitted by law. The provisionsof this Section 8.4 shall not be deemed to preclude the indemnification of any person who is notspecified in Subsections (a) and (b) of this Section 8.4 but whom the Corporation has the power orobligation to indemnify under the provisions of the General Corporation Law of the State ofDelaware, or otherwise.     (g) The Corporation may purchase and maintain insurance on behalf of any person who is or wasa director, officer, employee or agent of the Corporation, or is or was serving at the request ofthe Corporation, or is or was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against him and incurred by him in any such capacity, or arising outof his status as such, whether or not the Corporation would have the power or the obligation toindemnify him against such liability under the provisions of this Section 8.4.     (h) For purposes of this Section 8.4, references to “the Corporation” shall include, inaddition to the resulting corporation, any constituent corporation (including any constituent of aconstituent) absorbed in a consolidation or merger which, if its separate existence had continued,would have had power and authority to indemnify its directors, officers, and employees or agents sothat any person who is or was a director, officer, employee or agent of such constituentcorporation, or is or was serving at the request of such constituent corporation as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or otherenterprise, shall stand in the same position under the provisions of this Section 8.4 with respectto the resulting or surviving corporation as he would have with respect to such constituentcorporation if its separate existence had continued.
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     (i) The indemnification and advancement of expenses provided by, or granted pursuant to, thisSection 8.4 shall, unless otherwise provided when authorized or ratified, continue as to a personwho has ceased to be a director, officer, employee or agent and shall inure to the benefit of theheirs, executors and administrators of such a person.     Section 8.5. Books of the Corporation. Except as otherwise provided by law, the booksof the Corporation shall be kept at the principal place of business of the Corporation and at suchother locations as the Board of Directors may from time to time determine.     Section 8.6. References to Gender. Whenever in the By-Laws reference is made to themasculine gender, such reference shall where the context so requires be deemed to include thefeminine gender, and the By-Laws shall be read accordingly.     Section 8.7. References to Article and Section Numbers and to the By-Laws and theCertificate of Incorporation. Whenever in the By-Laws reference is made to an Article orSection number, such reference is to the number of an Article or Section of the By-Laws. Wheneverin the By-Laws reference is made to the By-Laws, such reference is to these By-Laws of theCorporation as the same may from time to time be amended. Whenever reference is made to theCertificate of Incorporation, such reference is to the Certificate of Incorporation of theCorporation as the same may from time to time be amended.
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ARTICLE IXAmendments     Section 9.1. Amendments. Except as otherwise provided in the Certificate ofIncorporation, the By-Laws may be altered, amended or repealed from time to time by the Board ofDirectors by affirmative vote of a majority of the whole Board of Directors except such of theBy-Laws as shall have been made from time to time by holders of shares of Stock entitled to votethereon. The By-Laws may be altered, amended or repealed at any annual or special meeting ofstockholders. Notice of such proposed alteration, amendment or repeal setting forth the substanceor text thereof shall be included in the notice of any meeting of the Board of Directors orstockholders called to consider any such alteration, amendment or repeal.* * * * * * * * *
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