**Exhibit 3.2**Adopted May 1, 2006AMENDED AND RESTATEDBY-LAWSOFBURGER KING HOLDINGS, INC.ARTICLE IOFFICES     SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained atthe office of The Corporation Trust Company, in the City of Wilmington, in the County of NewCastle, in the State of Delaware, and said Corporation shall be the registered agent of thisCorporation in charge thereof.     SECTION 2. OTHER OFFICES. The Corporation may have other offices, either within or withoutthe State of Delaware, at such place or places as the Board of Directors may from time to timeappoint or the business of the Corporation may require.     SECTION 3. BOOKS. The books of the Corporation may be kept within or without the State ofDelaware as the Board of Directors may from time to time determine or the business of theCorporation may require.ARTICLE IIMEETINGS OF STOCKHOLDERS     SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of directorsand for such other business as may be stated in the notice of the meeting shall be held at suchplace, either within or without the State of Delaware, and at such time and date as the Board ofDirectors, by resolution, shall determine and as set forth in the notice of the meeting.     At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors andthey may transact such other corporate business as shall be stated in the notice of the meeting.
 

 
     SECTION 2. VOTING. Each stockholder entitled to vote in accordance with the terms of theCertificate of Incorporation and in accordance with the provisions of these By-Laws shall beentitled to one vote, in person or by proxy, for each share of stock entitled to vote held by suchstockholder, but no proxy shall be voted after three years from its date unless such proxy providesfor a longer period. Upon the demand of any stockholder, the vote for directors and the vote uponany question before the meeting shall be by ballot. All elections for directors shall be decidedby plurality vote; and all other questions shall be decided by a majority of the votes castaffirmatively or negatively on such question except as otherwise provided by these By-Laws, theCertificate of Incorporation or the laws of the State of Delaware.     A complete list of stockholders entitled to vote at any meeting of stockholders, arranged inalphabetical order for each class of stock and showing the address of each such stockholder and thenumber of shares registered in his or her name, shall be open to the examination of any suchstockholder for a period of at least 10 days prior to the meeting in the manner provided by law.     The stock list shall also be open to the examination of any stockholder during the whole timeof the meeting as provided by law. This list shall presumptively determine the identity of thestockholders entitled to vote at the meeting and the number of shares held by each of them.     SECTION 3. QUORUM. Except as otherwise required by law, by the Certificate of Incorporationor by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of theshares of the Corporation entitled to vote shall constitute a quorum at all meetings of thestockholders. In case a quorum shall not be present at any meeting, a majority in interest of thestockholders entitled to vote thereat, present in person or by proxy, shall have the power toadjourn the meeting from time to time, without notice other than announcement at the meeting, untilthe requisite amount of shares entitled to vote shall be present. At any such adjourned meeting atwhich the requisite amount of shares entitled to vote shall be represented, any business may betransacted which might have been transacted at the meeting as originally noticed; but only thosestockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at anyadjournment or adjournments thereof.     SECTION 4. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose orpurposes may be called at any time only by the Board of Directors pursuant to a resolution adoptedby the affirmative vote of a majority of the total number of directors then in office or by theChairman of the Board of Directors; *provided*, that, if TPG BK Holdco LLC, GS Capital Partners 2000,L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmBH& Co. Beteiligungs KG,GS Capital Partners 2000 Employee Fund, L.P., Stone Street Fund 2000, L.P., Bridge Street SpecialOpportunities Fund 2000, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Private EquityPartners 2000, L.P., GS Private Equity Partners 2000 Offshore Holdings, L.P., GS Private EquityPartners 2000 – Direct Investment Fund, L.P., Bain Capital Integral Investors, LLC, Bain CapitalVII Coinvestment Fund, LLC, BCIP TCV, LLC, or their affiliates (collectively, the “**Sponsors**”)collectively own 50.0% or more of the
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outstanding shares of the Corporation’s common stock, then special meetings of thestockholders also may be called by holders of no less than 25.0% of the outstanding shares of theCorporation’s common stock.     SECTION 5. NOTICE OF MEETINGS. Written notice, stating the place, date and time of themeeting, and, in the case of a special meeting, the purpose or purposes for which the meeting iscalled, shall be given to each stockholder entitled to vote thereat at his or her address as itappears on the records of the Corporation, not less than ten nor more than sixty days before thedate of the meeting.     SECTION 6. ORGANIZATION. The Chairman of the Board of Directors or such person as theChairman of the Board of Directors may have designated or, in the absence of such a person, suchperson as the Board of Directors may have designated or, in his or her absence, the Chief ExecutiveOfficer, or in his or her absence, such person as may be chosen by the holders of a majority of thevoting power of the outstanding shares of capital stock entitled to vote who are present, in personor by proxy, shall call to order any meeting of the stockholders and act as chairman of themeeting. In the absence of the Secretary, the secretary of the meeting shall be such person as thechairman of the meeting appoints.     SECTION 7. CONDUCT OF BUSINESS. The chairman of any meeting of stockholders shalldetermine the order of business and the procedure at the meeting, including such regulation of themanner of voting and the conduct of discussion as seems to him or her in order. The date and timeof the opening and closing of the polls for each matter upon which the stockholders will vote atthe meeting shall be announced at the meeting.     SECTION 8. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.     (a)(i) To be properly brought before an annual meeting or special meeting, nominations ofpersons for election to the Board of Directors or other business must be (A) specified in thenotice of meeting given by or at the direction of the Board of Directors; (B) otherwise properlybrought before the meeting by or at the direction of the Board of Directors; or (C) otherwiseproperly brought before the meeting by a stockholder.     (ii) For business to be properly brought before an annual meeting by a stockholder (A) thestockholder must have given timely notice thereof in writing to the Secretary; (B) the subjectmatter thereof must be a matter which is a proper subject matter for stockholder action at suchmeeting; and (C) the stockholder must be a stockholder of record of the Corporation at the time thenotice required by this Section is delivered to the Corporation and must be entitled to vote at themeeting.
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     (iii) Except as otherwise provided in the Certificate of Incorporation, to be consideredtimely notice, a stockholder’s notice must be received by the Secretary at the principal executiveoffices of the Corporation not less than 120 calendar days before the date of the Corporation’sproxy statement released to stockholders in connection with the previous year’s annual meeting ofstockholders. If no annual meeting was held in the previous year, or if the date of the applicableannual meeting has been changed by more than 30 days from the date of the previous year’s annualmeeting, then a stockholder’s notice, in order to be considered timely, must be received by theSecretary not later than the later of the close of business on the 90th day prior to such annualmeeting or the tenth day following the day on which notice of the date of the annual meeting wasmailed or public disclosure of such date was made.     Such stockholder’s notice shall set forth: (A) as to each person whom the stockholderproposes to nominate for election as a director, (1) all information relating to such person thatis required to be disclosed in solicitations of proxies for election of directors in an electioncontest, or is otherwise required, in each case in accordance with Regulation 14A under theSecurities Exchange Act of 1934 (the “**Exchange Act**”) and such other information as may be requiredby the Corporation pursuant to any policy of the Corporation governing the selection of directors;and (2) such person’s written consent to being named in the proxy statement as a nominee and toserving as a director if elected; (B) as to any business the stockholder proposes to bring beforethe meeting, (1) a brief description of such business; (2) the text of the proposal or business(including the text of any resolutions proposed for consideration and, in the event that suchbusiness includes a proposal to amend the Bylaws, the language of the proposed amendment); (3) thereasons for conducting such business at the meeting; and (4) any material interest in such businessof such stockholder and the beneficial owner, if any, on whose behalf the proposal or nomination ismade; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whosebehalf the proposal or nomination is made, (1) the name and address of such stockholder, as theyappear on the Corporation’s books, and of such beneficial owner; (2) the class and number of sharesof the Corporation that are owned beneficially and held of record by such stockholder and suchbeneficial owner; (3) a representation that the stockholder is a holder of record of stock of theCorporation entitled to vote at such meeting and intends to appear in person or by proxy at themeeting to propose such business or nomination; and (4) a representation whether the stockholder orthe beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxystatement and/or form of proxy to holders of at least the percentage of the Corporation’soutstanding shares of capital stock required to approve or adopt the proposal or elect the nominee;and/or (y) otherwise to solicit proxies from stockholders in support of such proposal ornomination.     The foregoing notice requirements shall be deemed satisfied by a stockholder if thestockholder has notified the Corporation of his or her intention to present a proposal ornomination at an annual meeting in compliance with applicable rules and regulations promulgatedunder the Exchange Act and such stockholder’s proposal or nomination has been included in a proxystatement that has been prepared by the Corporation to solicit proxies for
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such annual meeting. The Corporation may require any proposed nominee to furnish such otherinformation as it may reasonably require to determine the eligibility of such proposed nominee toserve as a director of the Corporation. In addition, a stockholder seeking to bring an item ofbusiness before the annual meeting shall promptly provide any other information reasonablyrequested by the Corporation.     (iv) Notwithstanding anything in paragraph (a)(iii) to the contrary, in the event that thenumber of directors to be elected to the Board of Directors at an annual meeting is increased andthere is no public announcement by the Corporation naming the nominees for the additionaldirectorships at least 100 days prior to the first anniversary of the preceding year’s annualmeeting, a stockholder’s notice required by this Section shall also be considered timely, but onlywith respect to nominees for the additional directorships, if it shall be delivered to theSecretary at the principal executive offices of the Corporation not later than the close ofbusiness on the tenth day following the day on which such public announcement is first made by theCorporation.     (b) Only such business shall be conducted at a special meeting of stockholders as shall havebeen brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations ofpersons for election to the Board of Directors may be made at a special meeting of stockholders atwhich directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at thedirection of the Board of Directors; or (ii) provided that the Board of Directors has determinedthat directors shall be elected at such meeting, by any stockholder of the Corporation who is astockholder of record at the time the notice provided for in this Section is delivered to theSecretary, who is entitled to vote at the meeting and upon such election and who complies with thenotice procedures set forth in this Section.     Notwithstanding the foregoing provisions of this Section, a stockholder who seeks to have anyproposal included in the Corporation’s proxy materials must provide notice as required by andotherwise comply with the applicable requirements of the rules and regulations under the ExchangeAct. Nothing in this Section shall be deemed to affect any rights (a) of stockholders to requestinclusion of proposals or nominations in the Corporation’s proxy statement pursuant to applicablerules and regulations promulgated under the Exchange Act; or (b) of the holders of any series ofPreferred Stock to elect directors pursuant to any applicable provisions of the Certificate ofIncorporation.     The chairman of an annual meeting shall determine all matters relating to the conduct of themeeting, including, but not limited to, determining whether any nomination or item of business hasbeen properly brought before the meeting in accordance with these Bylaws (including whether thestockholder or beneficial owner, if any, on whose behalf the nomination or proposal is madesolicited (or is part of a group which solicited) or did not so solicit, as the case may be,proxies in support of such stockholder’s nominee or proposal in compliance with
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such stockholder’s representation as required by clause (a)(iii)(C)(4) of this Section), andif the chairman should so determine and declare that any nomination or item of business has notbeen properly brought before an annual or special meeting, then such business shall not betransacted at such meeting and such nomination shall be disregarded.     Notwithstanding the foregoing provisions of this Section, if the stockholder (or a qualifiedrepresentative of the stockholder) does not appear at the annual or special meeting of stockholdersof the Corporation to present a nomination or item of business, such proposed business shall not betransacted and such nomination shall be disregarded, notwithstanding that proxies in respect ofsuch vote may have been received by the Corporation.     SECTION 9. ACTION WITHOUT MEETING. As long as the Sponsors collectively own 50.0% or more ofthe outstanding shares of the Common Stock, then any action required or permitted to be taken atany annual or special meeting of the stockholders may be taken without a meeting, without priornotice and without a vote, if a consent in writing, setting forth the action so taken, shall besigned by the holders of outstanding shares having not less than the minimum number of votes thatwould be necessary to authorize or take such action at a meeting at which all shares entitled tovote thereon were present and voted. If the Sponsors collectively own less than 50.0% of theoutstanding shares of the Common Stock, then any action required or permitted to be taken at anyannual or special meeting of stockholders of the Corporation may be taken only upon the vote of thestockholders at an annual or special meeting duly called and may not be taken by written consent ofthe stockholders.ARTICLE IIIDIRECTORS     SECTION 1. NUMBER AND TERM. The stockholders shall elect a Board of Directors to oversee theCorporation’s business. The number of directors shall be determined in the manner provided in theCertificate of Incorporation. The directors shall be elected at the annual meeting of thestockholders and each director shall be elected to serve until his or her successor shall beelected and shall qualify. Directors need not be stockholders.     SECTION 2. RESIGNATIONS. Any director, member of a committee or other officer may resign atany time. Such resignation shall be made in writing, and shall take effect at the time specifiedtherein, and if no time be specified, at the time of its receipt by the Chief Executive Officer orSecretary. The acceptance of a resignation shall not be necessary to make it effective.
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     SECTION 3. VACANCIES. Any vacancy in the Board of Directors, howsoever resulting, may onlybe filled in the manner provided in and to the extent permitted under the Certificate ofIncorporation.     SECTION 4. REMOVAL. Any director or the entire Board of Directors may be removed in themanner provided in and to the extent permitted under the Certificate of Incorporation.     SECTION 5. POWERS. The Board of Directors shall exercise all of the powers of theCorporation by a majority vote of the directors then in office, except such as are by law or by theCertificate of Incorporation of the Corporation conferred upon or reserved to the stockholders.     SECTION 6. COMMITTEES. The Board of Directors may designate one or more committees, eachcommittee to consist of two or more directors of the Corporation. The Board of Directors maydesignate one or more directors as alternate members of any committee, who may replace any absentor disqualified member at any meeting of the committee. In the absence or disqualification of anymember of such committee or committees, the member or members thereof present at any meeting andnot disqualified from voting, whether or not he or she or they constitute a quorum, may unanimouslyappoint another member of the Board of Directors to act at the meeting in the place of any suchabsent or disqualified member.     Any such committee, to the extent provided in the resolution of the Board of Directors, or inthese By-Laws, shall have and may exercise all the powers and authority of the Board of Directorsin the management of the business and affairs of the Corporation, and may authorize the seal of theCorporation to be affixed to all papers which may require it; but no such committee shall have thepower or authority in reference to (i) approving, adopting or recommending to the stockholders, anyaction or matter expressly required by Delaware law to be submitted to the stockholders forapproval or (ii) adopting, amending or repealing any By-Law of the Corporation.     SECTION 7. MEETINGS; NOTICE. The Board of Directors shall meet at least quarterly. Meetingsof the Board of Directors may be held at any time at any location within or without the State ofDelaware specified in the notice thereof. Reasonable and sufficient notice of each meeting shallbe given to each director. It shall be reasonable and sufficient notice to a director to sendnotice by first-class mail at least seven days, or by overnight delivery, electronic mail,facsimile or hand delivery at least twenty-four hours before the meeting, addressed to suchdirector at such director’s usual business address.     Notice of a meeting need not be given to any director if a written waiver of notice, executedby such director before or after the meeting, is filed with the records of the meeting, or to anydirector who attends the meeting without protesting prior thereto or at its commencement the lackof notice to such director. Neither notice of a meeting nor a waiver of a notice need specify thepurposes of the meeting.
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     SECTION 8. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by theChairman of the Board of Directors, the Chief Executive Officer, two or more directors or by onedirector in the event that there is only a single director in office.     SECTION 9. MEETINGS BY TELEPHONE CONFERENCE CALLS. The Board of Directors or any members ofany committee of the Board of Directors designated by the directors may participate in a meeting ofthe Board of Directors of such committee by means of conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can hear each other.Participation by such means shall constitute presence in person at such meeting.     SECTION 10. QUORUM; BOARD ACTION. A majority of the directors then in office shallconstitute a quorum for the transaction of business. If at any meeting of the Board of Directorsthere shall be less than a quorum present, a majority of those present may adjourn the meeting fromtime to time until a quorum is obtained, and no further notice thereof need be given other than byannouncement at the meeting which shall be so adjourned. All matters shall be determined by thevote of a majority of the total number of directors present at such meeting at which there is aquorum, except as otherwise provided in the Certificate of Incorporation or these Bylaws or asrequired by law.     SECTION 11. COMPENSATION. The directors may be paid such compensation for their services andsuch reimbursement of expenses of attendance at meetings as the Board of Directors may from time totime determine. No such payment shall preclude any director from serving the Corporation or any ofits subsidiaries in any other capacity and receiving compensation for such service.     SECTION 12. ACTION WITHOUT MEETING. Any action required or permitted to be taken at anymeeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, ifprior to such action a written consent thereto is signed by all members of the Board of Directors,or of such committee as the case may be, and such written consent is filed with the minutes ofproceedings of the Board of Directors or committee thereof.ARTICLE IVOFFICERS     SECTION 1. OFFICERS. The officers of the Corporation shall be a Chief Executive Officer, oneor more Presidents, one or more Executive Vice Presidents, one or more Senior Vice Presidents, oneor more Vice Presidents, a Treasurer, and a Secretary, all of whom shall be elected by the Board ofDirectors, and who shall hold office until their successors are elected and qualified. Inaddition, the Board of Directors may elect a Chairman and such Assistant Secretaries and AssistantTreasurers as they may deem proper. None of the officers of
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the Corporation need be directors. The officers may be elected by the Board of Directors atany time. More than two offices may be held by the same person.     SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officersand agents as it may deem advisable, who shall hold their offices for such terms and shall exercisesuch powers and perform such duties as shall be determined from time to time by the Board ofDirectors.     SECTION 3. CHAIRMAN. A Chairman of the Board of Directors shall be elected by the Board andshall preside at all meetings of the Board of Directors and shall have and perform such otherduties as from time to time may be assigned to him or her by the Board of Directors.     SECTION 4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have such powers andshall perform such duties as are assigned to him or her by the Board of Directors.     SECTION 5. PRESIDENTS. Each President shall have such powers and shall perform such dutiesas are assigned to him or her by the Board of Directors.     SECTION 6. EXECUTIVE VICE PRESIDENTS. Each Executive Vice President shall have such powersand shall perform such duties as shall be assigned to him or her by the Board of Directors.     SECTION 7. SENIOR VICE-PRESIDENT. Each Senior Vice-President shall have such powers andshall perform such duties as shall be assigned to him or her by the Board of Directors.     SECTION 8. VICE-PRESIDENT. Each Vice-President shall have such powers and shall perform suchduties as shall be assigned to him or her by the Board of Directors.     SECTION 9. TREASURER. The Treasurer shall have the custody of the corporate funds andsecurities and shall keep full and accurate account of receipts and disbursements in booksbelonging to the Corporation. He or she shall deposit all moneys and other valuables in the nameand to the credit of the Corporation in such depositaries as may be designated by the Board ofDirectors.     The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board ofDirectors, or the Chief Executive Officer, taking proper vouchers for such disbursements. He orshe shall render to the Chief Executive Officer and Board of Directors at the regular meetings ofthe Board of Directors, or whenever they may request it, an account of all his or her transactionsas Treasurer and of the financial condition of the Corporation. If required by the Board ofDirectors, he or she shall give the Corporation a bond for the faithful discharge of his or herduties in such amount and with such surety as the Board of Directors shall prescribe.
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     SECTION 10. SECRETARY. The Secretary shall give, or cause to be given, notice of allmeetings of stockholders and directors, and all other notices required by law or by these By-Laws,and in case of his or her absence or refusal or neglect so to do, any such notice may be given byany person thereunto directed by the Chief Executive Officer, or by the Board of Directors, uponwhose requisition the meeting is called as provided in these By-Laws. He or she shall record allthe proceedings of the meetings of the Corporation and of the directors in a book to be kept forthat purpose, and shall perform such other duties as may be assigned to him or her by the directorsor the Chief Executive Officer. He or she shall have the custody of the seal of the Corporationand shall affix the same to all instruments requiring it, when authorized by the directors or theChief Executive Officer, and attest the same.     SECTION 11. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant Treasurers andAssistant Secretaries, if any, shall be elected and shall have such powers and shall perform suchduties as shall be assigned to them, respectively, by the Board of Directors.     SECTION 12. REMOVAL AND RESIGNATION. Any officer of the Corporation may be removed as such,with or without case, by the Board of Directors at any time. Any officer of the Corporation mayresign as such at any time upon written notice to the Corporation. Such resignation shall be madein writing and shall take effect at the time specified therein or, if no time is specified therein,at the time of its receipt by the Corporation. The acceptance of a resignation shall not benecessary to make it effective, unless expressly so provided in the resignation.
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ARTICLE VCAPITAL STOCK     SECTION 1. ISSUANCE OF STOCK. Unless otherwise voted by stockholders and subject to theprovisions of the Certificate of Incorporation, the whole or any part of any unissued balance ofthe authorized capital stock of the Corporation or the whole or any part of any unissued balance ofthe authorized capital stock of the Corporation held in its treasury may be issued, sold,transferred or otherwise disposed of by vote of the Board of Directors in such manner, for suchconsideration and on such terms as the Board of Directors may determine.     SECTION 2. CERTIFICATES OF STOCK. Every holder of stock of the Corporation shall be entitledto have a certificate, in such form as may be prescribed by law and by the Board of Directors,certifying the number of shares owned by him or her in the Corporation. Each such certificateshall be signed by the Chief Executive Officer, the President, any Executive Vice President, SeniorVice President or Vice-President, and the Treasurer or any Assistant Treasurer, or Secretary or anyAssistant Secretary. Any or all of the signatures on the certificate may be a facsimile.     SECTION 3. LOST CERTIFICATES. A new certificate of stock may be issued in the place of anycertificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and thedirectors may, in their discretion, require the owner of the lost or destroyed certificate, or hisor her legal representatives, to give the Corporation a bond, in such sum as they may direct, toindemnify the Corporation against any claim that may be made against it on account of the allegedloss of any such certificate, or the issuance of any such new certificate.     SECTION 4. TRANSFER OF SHARES. The shares of stock of the Corporation shall be transferableonly upon its books by the holders thereof in person or by their duly authorized attorneys or legalrepresentatives, and upon such transfer the old certificates shall be surrendered to theCorporation by the delivery thereof to the person in charge of the stock and transfer books andledgers, or to such other person as the Board of Directors or proper officers of the Corporationmay designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. Arecord shall be made of each transfer.     SECTION 5. STOCKHOLDERS RECORD DATE. In order that the Corporation may determine thestockholders entitled to notice of or to vote at any meeting of stockholders or any adjournmentthereof, or to express consent to corporate action in writing without a meeting, or entitled toreceive payment of any dividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stock or for the purpose ofany other lawful action, the Board of Directors may fix, in advance, a record date, which shall notprecede the date on which the resolution fixing the record date is adopted and which record dateshall not be more than sixty nor less than ten days before the date of such meeting, nor more thansixty days prior to any other action.
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     If no record date is fixed, the record date for determining stockholders entitled to notice ofor to vote at a meeting of stockholders shall be at the close of business on the day before the dayon which notice is given, or, if notice is waived, at the close of business on the day before theday on which the meeting is held. The record date for determining stockholders for any otherpurpose shall be at the close of business on the day on which the Board of Directors adopts theresolution relating to such purpose.     A determination of stockholders 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 ofDirectors may fix a new record date for the adjourned meeting.     SECTION 6. DIVIDENDS. Subject to the provisions of the Certificate of Incorporation, theBoard of Directors may, out of funds legally available therefor at any regular or special meeting,declare dividends upon the capital stock of the Corporation as and when they deem expedient.Before declaring any dividend there may be set apart out of any funds of the Corporation availablefor dividends, such sum or sums as the directors from time to time in their discretion deem properfor working capital or as a reserve fund to meet contingencies or for equalizing dividends or forsuch other purposes as the directors shall deem conducive to the interests of the Corporation.ARTICLE VIMISCELLANOUS     SECTION 1. SEAL. The corporate seal shall be circular in form and shall contain the name ofthe Corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE”. Said seal maybe used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.     SECTION 2. FISCAL YEAR. Except as from time to time otherwise designated by the Board ofDirectors, the fiscal year of the Corporation shall begin on July 1st and end on June30th of each year.     SECTION 3. CHECKS. All checks, drafts or other orders for the payment of money, notes orother evidences of indebtedness issued in the name of the Corporation shall be signed by suchofficer or officers, agent or agents of the Corporation, and in such manner as shall be determinedfrom time to time by resolutions of the Board of Directors.     SECTION 4. CERTIFICATE OF INCORPORATION. All references in these By-Laws to the Certificateof Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation,as amended or restated and in effect from time to time.     SECTION 5. EVIDENCE OF AUTHORITY. A certificate by the Secretary or any Assistant Secretaryas to any action taken by the stockholders, directors, a committee or any
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officer or representative of the Corporation shall, as to all persons who rely on thecertificate in good faith, be conclusive evidence of such action.     SECTION 6. SEVERABILITY. Any determination that any provision of these By-Laws is for anyreason inapplicable, illegal or ineffective shall not affect or invalidate any other provision ofthese By-Laws.     SECTION 7. PRONOUNS. All pronouns used in these By-Laws shall be deemed to refer to themasculine, feminine or neuter, singular or plural, as the identity of the person or persons mayrequire.     SECTION 8. SECTION HEADINGS. Section headings in these By-Laws are for convenience ofreference only and shall not be given any substantive effect in limiting or otherwise construingany provision hereof.     SECTION 9. INCONSISTENT PROVISIONS. In the event that any provision of these By-Laws is orbecomes inconsistent with any provision of the Certificate of Incorporation, the GeneralCorporation Laws of the State of Delaware or any other applicable law, the provision of theseBy-Laws shall not be given any effect to the extent of such inconsistency but shall otherwise begiven full force and effect.     SECTION 10. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these By-Laws tobe given to the stockholders, personal notice is not meant unless expressly so stated, and anynotice so required shall be deemed to be sufficient if made in the manner prescribed by theseBy-Laws or if given by depositing the same in the United States mail, postage prepaid, addressed tothe person entitled thereto at his or her address as it appears on the records of the Corporation,and such notice shall be deemed to have been given on the day of such mailing. Stockholders notentitled to vote shall not be entitled to receive notice of any meetings except as otherwiserequired by law.     Whenever any notice whatever is required to be given under the provisions of any law, or underthe provisions of the Certificate of Incorporation of the Corporation or these By-Laws, a waiverthereof in writing, signed by the person or persons entitled to said notice, whether before orafter the time stated therein, shall be deemed equivalent thereto.ARTICLE VIIAMENDMENTS     SECTION 1. BY THE BOARD OF DIRECTORS. These By-Laws may be altered, amended and repealed ornew By-Laws may be adopted by the affirmative vote of a majority of the directors present at anyregular or special meeting of the Board of Directors at which a quorum is present.
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     SECTION 2. BY THE STOCKHOLDERS. These By-Laws may be altered or repealed or new By-Laws maybe adopted by the affirmative vote of the holders of a majority of the stock issued and outstandingand entitled to vote.ARTICLE VIIIINDEMNIFICATION     SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatenedto be made a party to or is otherwise involved in any action, suit or proceeding, whether civil,criminal, administrative or investigative (hereinafter a “**proceeding**”), by reason of the fact thathe or she is or was a director or officer of the Corporation or is or was serving at the writtenrequest of the Corporation’s Chief Executive Officer or his or her designee as a director, officeror trustee of another corporation or of a partnership, joint venture, trust or other enterprise,including service with respect to an employee benefit plan (hereinafter an “**indemnitee**”), whetherthe basis of such proceeding is an alleged action in an official capacity as a director, officer ortrustee or in any other capacity while serving as a director, officer or trustee, shall beindemnified and held harmless by the Corporation to the fullest extent authorized by the DelawareGeneral Corporation Law, as the same exists or may hereafter be amended (but, in the case of anysuch amendment, only to the extent that such amendment permits the Corporation to provide broaderindemnification rights than such law permitted the Corporation to provide prior to such amendment),against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excisetaxes or penalties and amounts paid in settlement) reasonably incurred or suffered by suchindemnitee in connection therewith; provided, however, that, except as provided in Section 3 ofthis Article VIII with respect to proceedings to enforce rights to indemnification, the Corporationshall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated bysuch indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directorsof the Corporation.     SECTION 2. RIGHT TO ADVANCEMENT OF EXPENSES. In addition to the right to indemnificationconferred in Section 1 of this Article VIII, an indemnitee shall also have the right to be paid bythe Corporation the expenses (including attorney’s fees) incurred in defending any such proceedingin advance of its final disposition (hereinafter an “advancement of expenses”); provided, however,that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by anindemnitee in his or her or her capacity as a director or officer (and not in any other capacity inwhich service was or is rendered by such indemnitee, including, without limitation, service to anemployee benefit plan) shall be made only upon delivery to the Corporation of an undertaking(hereinafter an “**undertaking**”), by or on behalf of such indemnitee, to repay all amounts soadvanced if it shall ultimately be determined by final judicial decision from which there is nofurther right to appeal (hereinafter a “**final adjudication**”) that such indemnitee is not entitledto be indemnified for such expenses under this Article VIII or otherwise.
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     SECTION 3. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under section 1 or 2 of this ArticleVIII is not paid in full by the Corporation within sixty (60) days after a written claim has beenreceived by the Corporation, except in the case of a claim for an advancement of expenses, in whichcase the applicable period shall be twenty (20) days, the indemnitee may at any time thereafterbring suit against the Corporation to recover the unpaid amount of the claim. If successful inwhole or in part in any such suit, or in a suit brought by the Corporation to recover anadvancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitledto be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by theindemnitee to enforce a right to indemnification hereunder (but not in a suit brought by theindemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii)any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms ofan undertaking, the Corporation shall be entitled to recover such expenses upon a finaladjudication that, the indemnitee has not met any applicable standard for indemnification set forthin the Delaware General Corporation Law. Neither the failure of the Corporation (including itsdirectors who are not parties to such action, a committee of such directors, independent legalcounsel, or its stockholders) to have made a determination prior to the commencement of such suitthat indemnification of the indemnitee is proper in the circumstances because the indemnitee hasmet the applicable standard of conduct set forth in the Delaware General Corporation Law, nor anactual determination by the Corporation (including its directors who are not parties to suchaction, a committee of such directors, independent legal counsel, or its stockholders) that theindemnitee has not met such applicable standard of conduct, shall create a presumption that theindemnitee has not met the applicable standard of conduct or, in the case of such a suit brought bythe indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce aright to indemnification or to an advancement of expenses hereunder, or brought by the Corporationto recover an advancement of expenses pursuant to the terms of an undertaking, the burden ofproving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses,under this Article VIII or otherwise shall be on the Corporation.     SECTION 4. REQUESTED SERVICE. Any person serving as a director, officer or equivalentexecutive of (i) another corporation of which a majority of the shares entitled to vote in theelection of its directors is owned, directly or indirectly, by the Corporation, or (ii) anyemployee benefit plan of the Corporation or of any corporation referred to in Clause (i), shall bedeemed to be doing so at the written request of the Corporation’s chief executive officer forpurposes of Section 1 of this Article VIII.     SECTION 5. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to the advancement ofexpenses conferred in this Article VII shall not be exclusive of any other right which any personmay have or hereunder acquire under any statute, the Corporation’s Certificate of Incorporation,By-Laws, agreement, vote of stockholders or directors or otherwise.
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     SECTION 6. INSURANCE. The Corporation may maintain insurance, at its expense, to protectitself and any director, officer, employee or agent of the Corporation or another corporation,partnership, joint venture, trust or other enterprise against any expense, liability or loss,whether or not the Corporation would have the power to indemnify such person against such expense,liability or loss under the Delaware General Corporation Law.     SECTION 7. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The Corporation may,to the extent authorized from time to time by the Board of Directors, grant rights toindemnification and to the advancement of expenses to any employee or agent of the Corporation tothe fullest extent of the provisions of this Article with respect to the indemnification andadvancement of expenses of directors and officers of the Corporation.     SECTION 8. NATURE OF RIGHTS. The rights conferred upon indemnitees in this Article VIII shallbe contract rights and such rights shall continue as to an indemnitee who has ceased to be adirector, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executorsand administrators. Any amendment, alteration or repeal of this Article VIII that adverselyaffects any right of an indemnitee or its successors shall be prospective only and shall not limitor eliminate any such right with respect to any proceeding involving any occurrence or allegedoccurrence of any action or omission to act that took place prior to such amendment or repeal.
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