Exhibit
3(ii)





BYLAWS




of




SOKO
FITNESS & SPA GROUP, INC.




(the
“Corporation”)






ARTICLE
1






OFFICES
AND RECORDS






Section
1.1                                Delaware
Office.  The registered office of the Corporation in the State
of Delaware shall be located at 2711 Centerville Road, Suite 400, in the City of
Wilmington, County of New Castle, State of Delaware. The name of its registered
agent at that address is Corporation Service Company.




Section
1.2                                Other
Offices.  The Corporation may have such other offices, either
within or without the State of Delaware, as the Board of Directors may designate
or as the business of the Corporation may from time to time
require.




Section
1.3                                Books and
Records.  The books and records of the Corporation may be kept
outside the State of Delaware at such place or places as may from time to time
be designated by the Board of Directors.




ARTICLE
2




STOCKHOLDERS









Section
2.1                                Annual
Meetings.  An annual meeting of the stockholders shall be held
for the election of directors at such date, time and place, either within or
without the State of Delaware, as may be designated by the Board of Directors
from time to time. Any other proper business may be transacted at the annual
meeting.




Section
2.2                                Special
Meetings.  Special meetings of stockholders for any purpose or
purposes may be called at any time by the Board of Directors. Such special
meetings shall be held at such date, time and place either within or without the
State of Delaware as may be stated in the notice of the meeting.






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Section
2.3                                Notice of
Meetings.  Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by law, the Certificate of Incorporation or these Bylaws, the
written notice of any meeting shall be given not less than ten nor more than
sixty days before the date of the meeting to each stockholder entitled to vote
at such meeting. If mailed, such notice shall be deemed to be given when
deposited in the mail, postage prepaid, directed to the stockholder at the
stockholder’s address as it appears on the records of the
Corporation.




Section
2.4                                Adjournments.  Any
meeting of stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.




Section
2.5                                Quorum.  At
each meeting of stockholders, except where otherwise provided by law or the
Certificate of Incorporation or these Bylaws, the presence in person or by proxy
of the holders of a majority of the outstanding shares of stock entitled to vote
at the meeting shall constitute a quorum. For purposes of the foregoing, two or
more classes or series of stock shall be considered a single class if the
holders thereof are entitled to vote together as a single class at the meeting.
In the absence of a quorum, the stockholders so present may, by majority vote,
adjourn the meeting from time to time in the manner provided in Section 2.4
of these Bylaws until a quorum shall attend.




Section
2.6                                Organization.  Meetings
of stockholders shall be presided over by the Chairman, or in the absence of the
Chairman by a chairman designated by the Board of Directors, or in the absence
of such designation, by a chairman chosen at the meeting. The Secretary shall
act as secretary of the meeting, but in the absence of the Secretary the
chairman of the meeting may appoint any person to act as secretary of the
meeting. The order of all business at all meetings of the stockholders shall be
as determined by the chairman of the meeting.




Section
2.7                                Voting;
Proxies.




(a)           Unless
otherwise provided in the Certificate of Incorporation or these Bylaws, each
stockholder entitled to vote at any meeting of stockholders shall be entitled to
one vote for each share of stock held by the stockholder which has voting power
upon the matter in question.




(b)           Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for the stockholder by proxy, but no such proxy shall
be voted or acted upon after three years from its date, unless the proxy
provides for a longer period. A written proxy may be in the form of a telegram,
cablegram, or other means of electronic transmission which sets forth or is
submitted with information from which it can be determined that the telegram,
cablegram, or other means of electronic transmission was authorized by the
person.






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(c)           A
duly executed proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock itself
or an interest in the Corporation generally. A stockholder may revoke any proxy
which is not irrevocable by attending the meeting and voting in person or by
filing an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the Corporation.




(d)           Voting
at meetings of stockholders need not be by written ballot unless the holders of
a majority of the outstanding shares of all classes of stock entitled to vote
thereon present in person or by proxy at such meeting shall so
determine.




(e)           Subject
to the rights of the holders of any series of preferred stock, at all meetings
of stockholders for the election of directors, the vote of a plurality of the
outstanding shares of stock entitled to vote thereon present in person or by
proxy shall be required to elect. All other elections and questions shall,
unless otherwise provided by law or by the Certificate of Incorporation or these
Bylaws, be decided by the vote of the holders of a majority of the outstanding
shares of stock entitled to vote thereon present in person or by proxy at the
meeting.




Section
2.8                                Fixing Date for
Determination of Stockholders of Record.  In order that the
Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which record date: (a) in the case of
determination of stockholders entitled to vote at any meeting of stockholders,
shall, unless otherwise required by law, not be more than sixty nor less than
ten days before the date of such meeting and (b) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (i) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held; and (ii) the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating
thereto.




Section
2.9                                List of Stockholders
Entitled to Vote.  The Secretary shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. The Corporation shall not be required to
include electronic email addresses or other electronic contact information on
such list.






3
 
  Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting for a period of at least ten days prior to the meeting: (i) on
a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting,
or (ii) during ordinary business hours, at the principal place of business
of the Corporation. In the event that the Corporation determines to make the
list available on an electronic network, the Corporation may take reasonable
steps to ensure that such information is available only to stockholders of the
Corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.
Such list shall presumptively determine the identity of the stockholders
entitled to vote at the meeting and the number of shares held by each of
them.




Section
2.10                                Advance Notice Procedures;
Notice of Annual Meetings of Stockholders.




(a)           Nominations
of persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (1) pursuant to the Corporation’s notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (2) by or at the direction of the Board of Directors or
(3) by any stockholder of the Corporation who was a stockholder of record
at the time of giving of notice provided for in the Bylaws, who is entitled to
vote at the meeting and who complies with the notice procedures set forth in the
Bylaws.




(b)           For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to clause (3) of Section 2.10(a), the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation and such other business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder’s notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not later
than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the preceding year’s
annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be so delivered not earlier
than the close of business on the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made by the Corporation. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a stockholder’s notice as described above. Such
stockholder’s notice shall set forth: (1) as to each person whom the
stockholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-11
promulgated thereunder (including such person’s written consent to being named
in the proxy statement as a nominee and to serving as a director if elected);
and (2) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (3) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation’s books, and of such beneficial
owner and (ii) the class and number of shares of the Corporation which are
owned beneficially and of record by such stockholder and such beneficial
owner.






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(c)           Notwithstanding
anything in the second sentence of Section 2.10(b) to the contrary, in the
event that the number of directors to be elected to the Board of Directors of
the Corporation is increased and there is no public announcement by the
Corporation naming all of the nominees for director or specifying the size of
the increased Board of Directors at least 70 days prior to the first anniversary
of the preceding year’s annual meeting, a stockholder’s notice required herein
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.




(d)           General.




(i)           Only
such persons who are nominated in accordance with the procedures set forth
herein shall be eligible to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth herein. Except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, the chairman
of the meeting shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth in these Bylaws
and, if any proposed nomination or business is not in compliance with these
Bylaws, to declare that such defective proposal or nomination shall be
disregarded.




(ii)           For
purposes herein, “public announcement” shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.




(iii)           Notwithstanding
the foregoing, a stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth herein. Nothing in these Bylaws shall be deemed to affect any
rights (1) of stockholders to request inclusion of proposals in the
Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(2) of the holders of any series of preferred stock to elect directors
under specified circumstances.




Section
2.11                                Inspectors of
Election.  Before any meeting of stockholders, the Board of
Directors shall appoint an inspector or inspectors of election to act at the
meeting or its adjournment. The number of inspectors shall be either one
(1) or three (3). If any person appointed as inspector fails to appear or
fails or refuses to act, then the chairman of the meeting may, and upon the
request of any stockholder or a stockholder’s proxy shall, appoint a person to
fill that vacancy.






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Such
inspectors shall: (i) determine the number of shares outstanding and the
voting power of each, the number of shares represented at the meeting and the
authenticity, validity, and effect of proxies and ballots, (ii) count all
votes and ballots, (iii) determine and retain for a reasonable period a
record of the disposition of any and all challenges made to any determination by
the inspectors, (iv) determine when the polls shall close, (v) certify
their determination of the number of shares represented at the meeting, and
their count of all votes and ballots, and (vi) do any other acts that may
be proper to conduct the election or vote with fairness to all
stockholders.




The
inspectors of election shall perform their duties impartially, in good faith, to
the best of their ability and as expeditiously as is practical. If there are
three (3) inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.




Section
2.12                                Action Without
Meeting. Any action required by law or these Bylaws to be taken at any
annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice, and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize such action at a meeting at which all shares entitled to
vote thereon were present and voted. The record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors is necessary, shall be
the date on which the first written consent is expressed.




An
electronic transmission consenting to action to be taken and transmitted by a
stockholder, or by a person or persons authorized the act for a stockholder,
shall be deemed to be written, signed, and dated for purposes of this Section
2.12; provided
that any such electronic transmission sets forth or is delivered with
information from which the Corporation can determine (a) that the electronic
transmission was transmitted by the stockholder, or by a person or persons
authorized to act for the stockholder, and (b) the date on which such
stockholder or authorized person or persons transmitted such electronic
transmission. The date on which such electronic transmission is transmitted
shall be deemed to be the date on which such consent was signed.




ARTICLE
3




BOARD
OF DIRECTORS









Section
3.1                                Functions and
Compensation.  The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors of the
Corporation, except as may be otherwise provided in the Delaware General
Corporation Law (the "DGCL") or the Certificate of Incorporation.






6




Section
3.2                                Number;
Qualifications.  The Board of Directors shall consist of one or
more members, each of whom shall be a natural person. The Board of Directors
shall be fixed solely and exclusively by resolution duly adopted from time to
time by resolution of the Board of Directors. The directors shall hold office in
the manner provided in the Certificate of Incorporation. No director need be a
stockholder of the Corporation.




Section
3.3                                Resignation;
Vacancies.  Any Director may resign at any time upon notice
given in writing or by electronic transmission to the Corporation. A resignation
shall be effective upon receipt, unless the resignation otherwise provides.
Vacancies in the Board of Directors, including vacancies created by an increase
in the number of directors, shall be filled by a majority of the directors then
in office, though less than a quorum, or by the sole remaining director, and the
directors so chosen shall hold office until the next annual meeting and until
their successors are duly elected and shall qualify, unless sooner
displaced.




Section
3.4                                Regular
Meetings.  The regular annual meeting of the Board of Directors
shall be held, without notice other than this Section 3.4, on the same date
and at the same place as the Annual Meeting following the close of such meeting
of stockholders. Other regular meetings of the Board of Directors may be
held at such hour, date and place as the Board of Directors may by
resolution from time to time determine and publicize by means of reasonable
notice given to any director who is not present at the meeting at which such
resolution is adopted.




Section
3.5                                Special
Meetings.  Special meetings of the Board of Directors
may be called, orally or in writing, by or at the request of a majority of
the directors or the Chairman. The person or persons calling any such special
meeting of the Board of Directors may fix the hour, date and place
thereof.




Section
3.6                                Notice of
Meetings.  Notice of the hour, date and place of all special
meetings of the Board of Directors shall be given to each director by the
Secretary or an Assistant Secretary, or in case of the death, absence,
incapacity or refusal of such persons, by the Chairman. Notice of any special
meeting of the Board of Directors shall be given to each director in person, by
telephone, or by facsimile, electronic mail or other form of electronic
communication, sent to his or her business or home address, at least 24 hours in
advance of the meeting, or by written notice mailed to his or her business or
home address, at least 48 hours in advance of the meeting. Such notice shall be
deemed to be delivered when hand delivered to such address, read to such
director by telephone, deposited in the mail so addressed, with postage thereon
prepaid if mailed, dispatched or transmitted if faxed, telexed or telecopied, or
when delivered to the telegraph company if sent by telegram.




A written
waiver of notice signed before or after a meeting by a director and filed with
the records of the meeting shall be deemed to be equivalent to notice of the
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because such meeting is not lawfully called or convened. Except
as otherwise required by law, by the Certificate of Incorporation or by these
Bylaws, neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.






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Section
3.7                                Quorum.  At
any meeting of the Board of Directors, a majority of the total number of
directors shall constitute a quorum for the transaction of business, but if less
than a quorum is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time, and the meeting may be held
as adjourned without further notice, except as provided herein. Any business
which might have been transacted at the meeting as originally noticed
may be transacted at such adjourned meeting at which a quorum is present.
For purposes of this section, the total number of directors includes any
unfilled vacancies on the Board of Directors.




Section
3.8                                Action at
Meeting.  At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of the directors present shall
constitute action by the Board of Directors, unless otherwise required by law,
by the Certificate of Incorporation or by these Bylaws. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of directors.




Section
3.9                                Action by
Consent.  Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if all
members of the Board of Directors consent thereto in writing or by electronic
transmission and the writing or writings or electronic transmission or
transmissions are filed with the records of the meetings of the Board of
Directors. Such filing shall be in paper form if the minutes are maintained
in paper form and shall be in electronic form if the minutes are
maintained in electronic form. Such consent shall be treated as a resolution of
the Board of Directors for all purposes.




Section
3.10                                Manner of
Participation.  Directors may participate in meetings of
the Board of Directors by means of conference telephone or other communications
equipment by means of which all directors participating in the meeting can hear
each other, and participation in a meeting in accordance herewith shall
constitute presence in person at such meeting for purposes of these
Bylaws.




Section
3.11                                Committees.  The
Board of Directors, by vote of a majority of the directors then in office,
may elect one or more committees, including, without limitation, a
Compensation Committee, a Nominating and Corporate Governance Committee and an
Audit Committee, and may delegate thereto some or all of its powers except
those which by law, by the Certificate of Incorporation or by these Bylaws
may not be delegated. Except as the Board of Directors may otherwise
determine, any such committee may make rules for the conduct of its
business, but unless otherwise provided by the Board of Directors or in such
rules, the committee shall be governed by the same rules regarding meetings,
action without meetings, notice, waiver of notice, and quorum and voting
requirements as are applicable to the Board of Directors. All members of such
committees shall hold such offices at the pleasure of the Board of Directors.
The Board of Directors may abolish any such committee at any time. Any
committee to which the Board of Directors delegates any of its powers or duties
shall keep regular minutes of its meetings and shall report its action to the
Board of Directors.




Section
3.12                                Compensation of
Directors.  Directors shall receive such compensation for their
services as shall be determined by a majority of the Board of Directors, or a
designated committee thereof, unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, provided that directors who are serving the
Corporation as employees and who receive compensation for their services as
such, shall not receive any salary or other compensation for their services as
directors of the Corporation.







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ARTICLE
4




OFFICERS









Section
4.1                                Executive Officers;
Election; Qualifications.  As soon as practicable after the
annual meeting of stockholders in each year the Board of Directors shall appoint
a President and Secretary, and it may, if it so determines, elect a Chairman
from among its members. The Board of Directors may also appoint one or more Vice
Presidents, one or more Assistant Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers and may give any
of them such further designations or alternate titles as it considers desirable.
Any number of offices may be held by the same person.




Section
4.2                                Term of Office; Resignation;
Removal; Vacancies.  Except as otherwise provided by the
Certificate of Incorporation or these Bylaws, each of the officers of the
Corporation shall hold office until the first meeting of the Board of Directors
after the annual meeting of stockholders next succeeding the officer’s election,
and until the officer’s successor is elected and qualified or until the
officer’s earlier resignation or removal. Any officer may resign at any time
upon written notice to the Corporation. Except as otherwise provided by law, the
Board of Directors may remove any officer with or without cause at any time, by
the affirmative vote of the majority of the directors then in office, subject to
the rights, if any, of an officer under any contract of employment. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise may be filled for the unexpired portion of the term by the Board of
Directors at any regular or special meeting.




Section
4.3                                Chairman of the
Board.  The Chairman of the Board, if one is appointed, shall
preside, when present, at all meetings of the stockholders and of the Board of
Directors. The Chairman of the Board shall have such other powers and shall
perform such other duties as the Board of Directors may from time to
time designate.




Section
4.4                                Chief Executive
Officer.  The Chief Executive Officer, if one is appointed,
shall have such powers and shall perform such duties as the Board of
Directors may from time to time designate. If there is no Chairman of the
Board or if he or she is absent, the Chief Executive Officer shall preside, when
present, at all meetings of stockholders and of the Board of
Directors.




Section
4.5                                President.  The
President shall, subject to the direction of the Board of Directors, have such
powers and shall perform such duties as the Board of Directors
may from time to time designate.






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Section
4.6                                Vice Presidents and
Assistant Vice Presidents.  Any Vice President (including any
Executive Vice President or Senior Vice President) and any Assistant Vice
President shall have such powers and shall perform such duties as the Board
of Directors or the Chief Executive Officer may from time to time
designate




Section
4.7                                Treasurer and Assistant
Treasurers.  The Treasurer shall, subject to the direction of
the Board of Directors and except as the Board of Directors or the Chief
Executive Officer may otherwise provide, have general charge of the
financial affairs of the Corporation and shall cause to be kept accurate books
of account. The Treasurer shall have custody of all funds, securities, and
valuable documents of the Corporation. He or she shall have such other duties
and powers as may be designated from time to time by the Board of Directors
or the Chief Executive Officer. Any Assistant Treasurer shall have such powers
and perform such duties as the Board of Directors or the Chief Executive
Officer may from time to time designate.




Section
4.8                                Secretary and Assistant
Secretaries.  The Secretary shall record all the proceedings of
the meetings of the stockholders and the Board of Directors (including
committees of the Board) in books kept for that purpose. In his or her absence
from any such meeting, a temporary secretary chosen at the meeting shall record
the proceedings thereof. The Secretary shall have charge of the stock ledger
(which may, however, be kept by any transfer or other agent of the Corporation).
The Secretary shall have custody of the seal of the Corporation, and the
Secretary, or an Assistant Secretary, shall have authority to affix it to any
instrument requiring it, and, when so affixed, the seal may be attested by
his or her signature or that of an Assistant Secretary. The Secretary shall have
such other duties and powers as may be designated from time to time by the
Board of Directors or the Chief Executive Officer. In the absence of the
Secretary, any Assistant Secretary may perform his or her duties and
responsibilities. Any Assistant Secretary shall have such powers and
perform such duties as the Board of Directors or the Chief Executive
Officer may from time to time designate.




Section
4.9                                Other Powers and
Duties.  Subject to these Bylaws and to such limitations as the
Board of Directors may from time to time prescribe, the officers of the
Corporation shall each have such powers and duties as generally pertain to their
respective offices, as well as such powers and duties as from time to time
may be conferred by the Board of Directors or the Chief Executive
Officer.




ARTICLE
5




STOCK









Section
5.1                                Form.  Shares
of the Corporation may, but need not, be represented by certificates. The Board
of Directors may authorize the issue of some or all of the shares of the
Corporation without certificates. Any such authorization will not affect shares
already represented by certificates until they are surrendered to the
Corporation. The rights and obligations of shareholders shall be identical
whether or not their shares are represented by certificates. Certificates shall
be signed by or in the name of the Corporation by the Chairman of the Board of
Directors, if any, or the President or a Vice President, and by the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the
Corporation. Any of or all the signatures on the certificate may be a facsimile.




10
 
   In case
any officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent, or registrar at the date of issue. The Corporation
shall not have the power to issue a certificate in bearer
form.




Section
5.2                                Special Designation on
Certificates.  If the Corporation is authorized to issue more
than one class of stock or more than one series of any class, then the powers,
the designations, the preferences, and the relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the certificate
that the Corporation shall issue to represent such class or series of stock;
provided, however,
that, except as otherwise provided in Section 202 of the DGCL, in lieu of
the foregoing requirements there may be set forth on the face or back of the
certificate that the Corporation shall issue to represent such class or series
of stock a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, the designations, the preferences, and
the relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.




Section
5.3                                Transfer of
Stock.  Upon surrender to the Corporation or the transfer agent
for the Corporation of shares endorsed or accompanied by a written assignment
signed by the holder of record or by such holder’s duly authorized
attorney-in-fact, it shall be the duty of the Corporation, or its duly appointed
transfer agent, to transfer such shares to the person entitled thereto and
record the transaction upon its books.




Section
5.4                                Lost, Stolen or Destroyed
Stock Certificates; Issuance of New Certificates.  The
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of the lost, stolen or destroyed
certificate, or such owner’s legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.




Section
5.5                                Stock Transfer
Agreements.  The Corporation shall have power to enter into and
perform any agreement with any number of stockholders of any one or more classes
of stock of the Corporation to restrict the transfer of shares of stock of the
Corporation of any one or more classes owned by such stockholders in any manner
not prohibited by the DGCL.




Section
5.6                                Registered
Owners.  The Corporation (i) shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, (ii) shall be
entitled to hold liable for calls and assessments the person registered on its
books as the owner of shares, and (iii) shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
another person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.






11




ARTICLE
6




INDEMNIFICATION
OF DIRECTORS, OFFICERS AND OTHERS









Section
6.1                                Right to
Indemnification.  Subject to the other provisions of this
Article 6, each person who was or is made a party or is threatened to be made a
party to or is otherwise involved (including involvement as a witness) in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a “proceeding”), by reason of the fact that he or she
is or was a director or officer of the Corporation or, while a director or
officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise (hereinafter, an
“indemnitee”), whether the basis of such proceeding is alleged action in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the DGCL, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), against all expense,
liability and loss (including attorneys’ fees, judgments, fines, ERISA exercise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee’s heirs,
executors and administrators; provided, however, that, except as provided in
Section 6.2, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this Section 6.1 shall include the
right to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an “advance of
expenses”); provided, however, that, if and to the extent that the DGCL
requires, an advance of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
service to an employee 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 so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified for such expenses
under this Section 6.1 or otherwise.




Section
6.2                                Procedure for
Indemnification.  Any indemnification of a director or officer
of the Corporation or advance of expenses under Section 6.1 shall be made
promptly, and in any event within thirty (30) days (or, in the case of an
advance of expenses, twenty (20) days), upon the written request of the
director or officer. A request for indemnification may be made at any time
following the final disposition of the proceeding. If a determination by the
Corporation that the director or officer is entitled to indemnification pursuant
to this Article 6 is required, and the Corporation fails to respond within sixty
(60) days to a written request for indemnity, the Corporation shall be
deemed to have approved the request.






12
 
   If the
Corporation denies a written request for indemnification or advance of expenses,
in whole or in part, or if payment in full pursuant to such request is not made
within thirty (30) days (or, in the case of an advance of expenses, twenty
(20) days), the right to indemnification or advances as granted by this
Article 6 shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person’s costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in whole or
in part, in any such action shall also be indemnified by the Corporation. It
shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of expenses where the undertaking required pursuant to
Section 6.1, if any, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the DGCL for the Corporation to indemnify the claimant for the amount claimed,
but the burden of such defense shall be on the Corporation. Neither the failure
of the Corporation (including the Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
DGCL, nor an actual determination by the Corporation (including the Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.




Section
6.3                                Employees and
Agents.  The Corporation may, by action of the Board of
Directors, provide indemnification to persons who are not covered by
Section 6.1 and who are or were employees or agents of the Corporation, or
who are or were serving at the request of the Corporation as directors,
officers, employees or agents of another corporation, partnership, joint
venture, trust or other enterprise, with the same or lesser scope and effect as
the indemnification provided for directors and officers. The procedure for
indemnification of other employees and agents for whom the Board of Directors
has provided indemnification pursuant to this Section 6.3 shall be the same
procedure set forth in Section 6.2 for directors and officers, unless
otherwise set forth in the action of the Board of Directors providing
indemnification for such other employees and agents.




Section
6.4                                Service for
Subsidiaries.  Any person serving as a director, officer,
employee or agent of a subsidiary shall be conclusively presumed to be serving
in such capacity at the request of the Corporation.




Section
6.5                                Reliance.  Persons
who after the date of the adoption of this provision become or remain directors
of the Corporation or who, while a director or officer of the Corporation,
become or remain a director, officer, employee or agent of a subsidiary, shall
be conclusively presumed to have relied on the rights to indemnity, advance of
expenses and other rights contained in this Article 6 in entering into or
continuing such service. The rights to indemnification and to the advance of
expenses conferred in this Article 6 shall apply to claims made against an
indemnitee arising out of acts or omissions which occurred or occur both prior
and subsequent to the adoption hereof.




Section
6.6                                Non-Exclusivity of
Rights.  The rights to indemnification and to the advance of
expenses conferred in this Article 6 shall not be exclusive of any other right
which any person may have or hereafter acquire under this Certificate of
Incorporation or under any statute, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.






13






Section
6.7                                Limitation on
Indemnification.  Subject to the requirements of
Section 6.1 and the DGCL, the Corporation shall not be obligated to
indemnify any person pursuant to this Article 6 in connection with any
proceeding (or any part of any proceeding):




(a)           for
which payment has actually been made to or on behalf of such person under any
statute, insurance policy, indemnity provision, vote or otherwise, except with
respect to any excess beyond the amount paid;




(b)           for
an accounting or disgorgement of profits pursuant to Section 16(b) of the
Exchange Act, or similar provisions of federal, state or local statutory law or
common law, if such person is held liable therefor (including pursuant to any
settlement arrangements);




(c)           for
any reimbursement of the Corporation by such person of any bonus or other
incentive-based or equity-based compensation or of any profits realized by such
person from the sale of securities of the Corporation, as required in each case
under the Exchange Act (including any such reimbursements that arise from an
accounting restatement of the Corporation pursuant to Section 304 of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the
Corporation of profits arising from the purchase and sale by such person of
securities in violation of Section 306 of the Sarbanes-Oxley Act), if such
person is held liable therefor (including pursuant to any settlement
arrangements); or




(d)           if
prohibited by applicable law.




Section
6.8                                Insurance.  The
Corporation may purchase and maintain insurance on its own behalf and on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation 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 enterprise against any expense, liability or loss asserted
against him or her and incurred by him or her in any such capacity, whether or
not the Corporation would have the power to indemnify such person against such
expenses, liability or loss under the DGCL.




Section
6.9                                Contract
Rights.  The provisions of this Article 6 shall be deemed to be
a contract right between the Corporation and each indemnitee who serves in any
covered capacity at any time while this Article 6 and the relevant provisions of
the DGCL or other applicable law are in effect, and any repeal or modification
of this Article 6 or any such law shall not affect any rights or obligations
then existing with respect to any state of facts or proceeding then
existing.




Section
6.10                                Merger or
Consolidation.  For purposes of this Article 6, reference to
the “Corporation” shall not include any constituent corporation absorbed in a
consolidation or merger with the Corporation unless specifically authorized by
the Board of Directors.




Section
6.11                                Other Terms
Defined.  For purposes of this Article 6, references to “other
enterprises” shall include employee benefit plans; references to “fines” shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to “serving at the request of the Corporation”
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interests of the Corporation” as referred to in
this Article 6.






14




ARTICLE
7




MISCELLANEOUS









Section
7.1                                Fiscal
Year.  The fiscal year of the Corporation shall be May 31 or as
otherwise determined by resolution of the Board of Directors.




Section
7.2                                Seal.  The
Corporation may, but need not, have a corporate seal which may be altered at
pleasure, and may use the same by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.




Section
7.3                                Waivers.  A
written waiver of any notice, signed by a stockholder or director, or waiver by
electronic transmission by such person, whether given before or after the time
of the event for which notice is to be given, shall be deemed equivalent to the
notice required to be given to such person. Neither the business nor the purpose
of any meeting need be specified in such a waiver.




Section
7.4                                Interested Directors;
Quorum.  No contract or transaction between the Corporation and
one or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association, or other organization in which one
or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board or committee thereof which authorizes the contract or transaction, or
solely because the votes of such persons are counted for such purpose, if:
(1) the material facts as to the director’s or officer’s relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board or committee in good faith
authorized the contract or transaction by the affirmative votes of a majority of
the disinterested directors, even though the disinterested directors be less
than a quorum; or (2) the material facts as to the director’s or officer’s
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (3) the contract or transaction is fair as to 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 in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or
transaction.




Section
7.5                                Execution of Corporate
Contracts and Instruments.  Except as otherwise provided by
law, the Certificate of Incorporation or these Bylaws, the Board of Directors
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any document or instrument in the name of and on behalf of
the Corporation; such authority may be general or confined to specific
instances. Unless so authorized or ratified by the Board of Directors or within
the agency power of an officer, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable for any purpose or for any
amount.






15








Section
7.6                                Construction;
Definitions.  Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the DGCL shall
govern the construction of these Bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term “person” includes both
a corporation and a natural person.




Section
7.7                                Amendment of
Bylaws.  The Bylaws may be amended or repealed in the manner
set forth in the Corporation’s Certificate of Incorporation.














As
adopted on May 13, 2008