**Exhibit 3.1**

**PFIZER INC.  By-laws**

***As Amended December 16, 2013***

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**TABLE OF CONTENTS**

                                                                                                                                                                                                   **   Page**

| **Article I**     Stockholders' Meeting             | ** **1                                                              |
|-------------------------------------------------------------------------|--------------------------------------------------------------------------|
| 1.                                                                      |   Place of Meeting                                             |  1 |
| 2.                                                                      |   Annual Meeting                                               |  1 |
| 3.                                                                      |   Quorum                                                       |  1 |
| 4.                                                                      |   Adjournments; Postponement                                   |  1 |
| 5.                                                                      |   Voting; Proxies                                              |  2 |
| 6.                                                                      |   Notice                                                       |  2 |
| 7.                                                                      |   Inspectors of Election                                       |  2 |
| 8.                                                                      |   List of Stockholders Entitled to Vote                             |  3 |
| 9.                                                                      |   Special Meetings                                             |  3 |
| 10.                                                                     |   Organization                                                 |  4 |
| 11.                                                                     |   Conduct of Meetings                                          |  4 |
| 12.                                                                     |   Fixing Date for Determination of Stockholders      of Record |  5 |
| 13.                                                                     |   Notice of Stockholder Proposal                               |  5 |
| 14.                                                                     |   Compliance with Procedures                                   |  7 |
|                                                                         |                                                                     |   |
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| **Article II**     Directors                        |  7                                                                  |
| 1.                                                                      |   Number; Election; Term                                       |  7 |
| 2.                                                                      |   Place of Meetings; Records                                   |  7 |
| 3.                                                                      |   Vacancies                                                    |  8 |
| 4.                                                                      |   Organizational Meeting                                       |  8 |
| 5.                                                                      |   Regular Meetings                                             |  8 |
| 6.                                                                      |   Special Meetings                                             |  8 |
| 7.                                                                      |   Quorum                                                       |  8 |
| 8.                                                                      |   Executive Committee                                          |  8 |
| 9.                                                                      |   Additional Committees                                        |  9 |
| 10.                                                                     |   Presence at Meeting                                          |  9 |
| 11.                                                                     |   Action Without Meetings                                      |  9 |
| 12.                                                                     |   Eligibility to Make Nominations                              |  9 |
| 13.                                                                     |   Procedure for Nominations by Stockholders                    |  9 |
| 14.                                                                     |   Compliance with Procedures                                   | 11 |
| 15.                                                                     |   Submission of Questionnaire; Representation and Agreement    | 11 |
|                                                                    |
| **Article III**     Officers                        | 12                                                                       |
| 1.                                                                      |   Election; Term of Office; Appointments                       | 12 |
| 2.                                                                      |   Removal and Resignation                                      | 12 |
| 3.                                                                      |   Chair of the Board                                           | 12 |
| 4.                                                                      |   President                                                    | 13 |
| 5.                                                                      |   Vice Presidents                                              | 13 |
| 6.                                                                      |   Secretary                                                    | 13 |
| 7.                                                                      |   Treasurer                                                    | 13 |
| 8.                                                                      |   Controller                                                   | 13 |
|                                                                    |                                                                     |   |
| **Article IV**    Stock                                  | 13                                                                       |
| 1.                                                                      |   Stock                                                        | 13 |
| 2.                                                                      |   Lost Certificates                                            | 14 |
| 3.                                                                      |   Transfers of Stock                                           | 14 |
| 4.                                                                      |   Holder of Record                                             | 14 |
|                                                                         |
| **Article V**    Indemnification      and Severance | 15                                                                       |
| 1.                                                                      |   Right to Indemnification                                     | 15 |
| 2.                                                                      |   Prepayment of Expenses                                       | 15 |
| 3.                                                                      |   Claims                                                       | 15 |
| 4.                                                                      |   Nonexclusivity of Rights                                     | 15 |
| 5.                                                                      |   Other Indemnification                                        | 15 |
| 6.                                                                      |   Amendment or Repeal                                          | 16 |
| 7.                                                                      |   Severance                                                    | 16 |
|                                                                    |                                                                     |   |
| **Article VI **  Miscellaneous                           | 16                                                                       |
| 1.                                                                      |   Delaware Office                                              | 16 |
| 2.                                                                      |   Other Offices                                                | 16 |
| 3.                                                                      |   Seal                                                         | 16 |
| 4.                                                                      |   Notice                                                       | 16 |
| 5.                                                                      |   Amendments                                                   | 16 |
| 6.                                                                      |   Form of Records                                              | 17 |
| 7.                                                                      |   Checks                                                       | 17 |
| 8.                                                                      |   Fiscal Year                                                  | 17 |

 

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**BY-LAWS OF PFIZER INC.  AS AMENDED DECEMBER 16, 2013**

 

**Article I**

**Stockholders' Meeting.**

***1.***      ***Place of Meeting***.  Meetings of the stockholders shall be held at the registered  office of the Corporation in Delaware, or at  such other place within or without the State of Delaware as may be designated by the Board  of Directors or the stockholders.***2. ***     ***Annual Meeting***.  The annual meeting of the stockholders shall be held  on such date and at such time and place as the Board of Directors may  designate.  The date, place and time of  the annual meeting shall be stated in the notice of such meeting delivered to  or mailed to stockholders.  At such  annual meeting the stockholders shall elect directors, in accordance with the  requirements of the Certificate of Incorporation, and transact such other  business as may properly be brought before the meeting.***3.***    *** Quorum***. The holders of stock representing a majority of the  voting power of all shares of stock issued and outstanding and entitled to  vote, present in person or represented by proxy, shall be requisite for and  shall constitute a quorum of all meetings of the stockholders, except as  otherwise provided by law, by the Certificate of Incorporation or by these  By-laws.  If a quorum shall not be  present or represented at any meeting of the stockholders, the meeting may be  adjourned from time to time by the vote of holders of stock representing a  majority of the voting power of all shares present or represented at the  meeting or by the chairman of the meeting, in the manner provided in paragraph  4 of Article I of these By-laws, until a quorum shall be present or represented.***4.***      ***Adjournments; Postponement***. In the absence of a quorum, holders of stock  representing a majority of the voting power of all shares present in person or represented  by proxy at the meeting, or the chairman of the meeting, may adjourn any  meeting of stockholders, annual or special, 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.   Furthermore, after the meeting has been duly organized, the chairman of  the meeting may adjourn any meeting of stockholders, annual or special, 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.  Any previously scheduled meeting of  stockholders may be postponed by the Board of Directors prior to the date  previously scheduled for such meeting and the Corporation shall publicly  announce such postponement.

 

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***5.***      ***Voting; Proxies***.  At each meeting of the stockholders of the  Corporation, every stockholder having the right to vote may authorize another  person to act for him or her by proxy. Such authorization must be in writing  and executed by the stockholder or his or her authorized officer, director,  employee, or agent.  To the extent  permitted by law, a stockholder may authorize another person or persons to act  for him or her as proxy by transmitting or authorizing the transmission of an electronic  transmission to the person who will be the holder of the proxy or to a proxy  solicitation firm, proxy support service organization or like agent duly  authorized by the person who will be the holder of the proxy to receive such  transmission provided that the electronic transmission either sets forth or is  submitted with information from which it can be determined that the electronic  transmission was authorized by the stockholder.  A copy, facsimile transmission or other  reliable reproduction of a writing or transmission authorized by this paragraph 5  of Article I may be substituted for or used in lieu of the original  writing or electronic transmission for any and all purposes for which the  original writing or transmission could be used, provided that such copy,  facsimile transmission or other reproduction shall be a complete reproduction  of the entire original writing or transmission.  No proxy authorized hereby shall be voted or  acted upon more than three years from its date, unless the proxy provides for a  longer period.  No ballot, proxies or  votes, nor any revocations thereof or changes thereto shall be accepted after  the time set for the closing of the polls pursuant to paragraph 11 of  Article I of these By-laws unless the Court of Chancery upon application  of a stockholder shall determine otherwise.  Each proxy shall be delivered to the  inspectors of election prior to or at the meeting.  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 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 by filing a subsequent duly  executed proxy with the Secretary of the Corporation.  The vote for directors shall be by ballot.  Unless a greater number of affirmative votes is required by the Certificate of  Incorporation, these By-laws, the rules or regulations of any stock exchange  applicable to the Corporation, or as otherwise required by law or pursuant to  any regulation applicable to the Corporation, if a quorum exists at any meeting  of stockholders, stockholders shall have approved any matter, other than the  election of directors, if the votes cast by stockholders present in person or  represented by proxy at the meeting and entitled to vote on the matter in favor  of such matter exceed the votes cast by such stockholders against such matter.  A nominee for director shall be elected to the  Board of Directors if the votes cast for such nominee's election exceed the  votes cast against such nominee's election; provided, however, that directors  shall be elected by a plurality of the votes cast at any meeting of  stockholders for which the Secretary of the Corporation determines that the  number of nominees exceeds the number of directors to be elected as of the  record date for such meeting.  If  directors are to be elected by a plurality of the votes cast, stockholders  shall not be permitted to vote against a nominee.

***6. ***    *********Notice***.  Written notice of an annual or special meeting shall be given to each stockholder  entitled to vote thereat, not less than ten nor more than sixty days prior to  the meeting. If mailed, such notice shall be deemed to be given when deposited  in the mail, postage pre paid, directed to the stockholder at his or her address  as it appears on the records of the Corporation.

***7.***     ***Inspectors of Election***. The Corporation shall, in advance of any meeting of  stockholders, appoint one or more inspectors of election to act at the meeting  and make a written 

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report thereof.  The Corporation may designate one or more  persons as alternate inspectors to replace any inspector who fails to act. In  the event that no inspector so appointed or designated is able to act at a  meeting of stockholders, the person presiding at the meeting shall appoint one  or more inspectors to act at the meeting.  Each inspector, before entering upon the  discharge of his or her duties, shall take and sign an oath faithfully to  execute the duties of inspector with strict impartiality and according to the  best of his or her ability.  The  inspector or inspectors so appointed or designated shall (i) ascertain the  number of shares of capital stock of the Corporation outstanding and the voting  power of each such share, (ii) determine the shares of capital stock of  the Corporation present or represented at the meeting and the validity of proxies  and ballots, (iii) count all votes and ballots, (iv) determine and  retain for a reasonable period a record of the disposition of any challenges  made to any determination by the inspectors, and (v) certify their  determination of the number of shares of capital stock of the Corporation present  or represented at the meeting and such inspectors' count of all votes and  ballots.  Such certification shall  specify such other information as may be required by law.  In determining the validity and counting of  proxies and ballots cast at any meeting of stockholders of the Corporation, the  inspectors may consider such information as is permitted by applicable law.  No person who is a candidate for an office at  an election may serve as an inspector at such election.***8.***      ***List of Stockholders Entitled to Vote***. At least ten days before every meeting of the  stockholders a complete list of the stockholders entitled to vote at said  meeting, arranged in alphabetical order, with the post office address of each,  and the number of shares held by each, shall be prepared by the Secretary. Such  list shall be open to the examination of any stockholder for any purpose  germane to the meeting, during ordinary business hours at the Corporation’s  headquarters or 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, and shall be produced and kept at the time and place of  meeting during the whole time thereof and subject to the inspection of any  stockholder who may be present. The original or duplicate stock ledger shall be  provided at the time and place of each meeting and shall be the only evidence  as to who are the stockholders entitled to examine the list of stockholders or  to vote in person or by proxy at such meeting.***9.***      ***Special Meetings***.   Special meetings of the  stockholders for any purpose or purposes may be called by the Chair of the  Board, and shall be called by the Chair of the Board or the Secretary at the  request in writing of a majority of the Board of Directors or one or more record  holders of shares of stock of the Corporation representing in the aggregate not  less than twenty percent (20%) of the total number of shares of stock entitled  to vote on the matter or matters to be brought before the proposed special  meeting.  A stockholder request for a  special meeting shall be directed to the Secretary and shall be signed by each  stockholder, or a duly authorized agent of such stockholder, requesting the  special meeting and shall be accompanied by a notice setting forth the  information required by paragraph 13 of this Article or paragraph 13 of Article  II of these By-laws, as applicable, as to any nominations proposed to be  presented and any other business proposed to be conducted at such special  meeting and as to the stockholder(s) requesting the special meeting, as well as  the written questionnaire and written representation and agreement required by  paragraph 15 of Article II of these By-laws from any nominee for election as a  director of the Corporation.  A special  meeting requested by stockholders shall be held at such date, time and place  within or without the state of Delaware as may be designated by the Board of  Directors; provided, however, that the date of any such special meeting shall  be not 

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more than ninety (90) days after  the request to call the special meeting by one or more stockholders who satisfy  the requirements of this paragraph 9 of Article I is received by the  Secretary.  Notwithstanding the foregoing,  a special meeting requested by stockholders shall not be held if:  (i) the stated business to be brought before  the special meeting is not a proper subject for stockholder action under  applicable law, or (ii) the Board of Directors has called or calls for an  annual meeting of stockholders to be held within ninety (90) days after the  Secretary receives the request for the special meeting and the Board of  Directors determines in good faith that the business of such annual meeting  includes (among any other matters properly brought before the annual meeting)  the business specified in the stockholder's request.  A stockholder may revoke a request for a  special meeting at any time by written revocation delivered to the Secretary,  and if, following such revocation, there are un-revoked requests from  stockholders holding in the aggregate less than the requisite number of shares  entitling the stockholders to request the calling of a special meeting, the  Board of Directors, in its discretion, may cancel the special meeting.  If none of the stockholders who submitted the  request for a special meeting appears or sends a qualified representative to  present the nominations proposed to be presented or other business proposed to  be conducted at the special meeting, the Corporation need not present such  nominations or other business for a vote at such meeting.  Business transacted at all special meetings  shall be confined to the matters stated in the notice of special meeting.  Business transacted at a special meeting  requested by stockholders shall be limited to the matters described in the  special meeting request; provided, however, that nothing herein shall prohibit  the Board of Directors from submitting matters to the stockholders at any  special meeting requested by stockholders.   The Chair of a special meeting shall determine all matters relating to  the conduct of the meeting, including, but not limited to, determining whether  any nomination or other item of business has been properly brought before the  meeting in accordance with these By-laws, and if the Chair should so determine  and declare that any nomination or other item of business has not been properly  brought before the special meeting, then such business shall not be transacted  at such meeting.***10.***     ***Organization***.  Meetings of stockholders shall be presided over by the  Chair of the Board, if any, or in his or her absence by a Chair designated by  the Board of Directors, or in the absence of such designation by a Chair chosen  at the meeting.  The Secretary shall act  as secretary of the meeting, but in his or her absence the Chair of the meeting  may appoint any person to act as secretary of the meeting.***11.***      ***Conduct of Meetings***.  The date and time of the opening and the closing of the  polls for each matter upon which the stockholders will vote at a meeting shall  be announced at such meeting by the person presiding over the meeting.  The Board of Directors of the Corporation may  adopt by resolution such rules or regulations for the conduct of meetings of  stockholders as it shall deem appropriate.  Except to the extent inconsistent with such  rules and regulations as adopted by the Board of Directors, the chair of any  meeting of stockholders shall have the right and authority to prescribe such  rules, regulations and procedures and to do all such acts as, in the judgment  of such chair, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether  adopted by the Board of Directors or prescribed by the chair of the meeting,  may include, without limitation, the following:  (1) the establishment of an agenda or  order of business for the meeting; (2) rules and procedures for  maintaining order at the meeting and the safety of those present; (3) limitations  on attendance at or participation in the meeting, to stockholders of record of  the Corporation, their duly authorized and constituted 

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proxies or such other persons as the chair shall  permit; (4) restrictions on entry to the meeting after the time fixed for  the commencement thereof; and (5) limitations on the time allotted to  questions or comments by participants.  Unless  and to the extent determined by the Board of Directors or the chair of the  meeting, meetings of stockholders shall not be required to be held in  accordance with rules of parliamentary procedure.***12.***      ***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 the  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 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:  (1) in the case of  determination of stockholders entitled to vote at any meeting of stockholders  or adjournment thereof, shall, unless otherwise required by law, not be more  than sixty nor less than ten days before the date of such meeting; and  (2) 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:  (a) 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 date next preceding the day on which the meeting is held; and (b) the  record date for determining stockholders for any other purpose shall be at the  close of business on the day on which the of Board of Directors adopts the  resolution relating thereto.  A  determination of stockholders of record entitled to notice of or to vote at a  meeting of stockholders shall apply to any adjournment of the meeting;  provided, however, that the Board of Directors may fix a new record date for  the adjourned meeting.***13.***      ***Notice of Stockholder  Proposal***. At an annual meeting of the stockholders, only such  business shall be conducted as shall have been properly brought before the  meeting.  To be properly brought before  an annual meeting business must be:  (a)  specified in the notice of meeting (or any supplement thereto) given by or at  the direction of the Board of Directors, (b) otherwise properly brought before  the meeting by or at the direction of the Board of Directors, or (c) otherwise  properly brought before the meeting by a stockholder.  For business to be properly brought before an  annual meeting by a stockholder (other than the nomination of a person for  election as a director, which is governed by paragraphs 13, 14 and 15 of Article  II of these By-laws), the stockholder intending to propose the business (the  "Proponent") must have given timely notice thereof in proper written  form to the Secretary of the Corporation.   To be timely, a Proponent's notice must be delivered to or mailed and  received by the Secretary at the principal executive offices of the Corporation  not less than 90 days nor more than 120 days in advance of the anniversary of  the previous year's annual meeting; provided, however, that in the event the  annual meeting is called for a date that is not within 25 days before or after  such anniversary date, notice by the stockholder in order to be timely must be  so received no later than the close of business on the 10th day following the  date on which such notice of the date of the annual meeting was mailed or the  public disclosure of the date of the annual meeting was made, whichever first  occurs.  In no event shall the  adjournment or postponement of the annual meeting, or the public announcement  of such an adjournment or postponement, commence a new time period (or extend  any time period) for the giving of a stockholder's notice as described  above.  (For purposes of these By-laws,  public disclosure shall be deemed to include a disclosure 

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made in a press release reported by the Dow Jones News  Services, Associated Press or a comparable national news service or in a  document filed by the Corporation with the Securities and Exchange Commission  pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as  amended (the "Exchange Act")).   To be in proper written form, a Proponent's notice to the Secretary must  set forth:  (a) as to each matter the  Proponent proposes to bring before the annual meeting, a brief description of  the business desired to be brought before the annual meeting (including the text  of any resolutions proposed for consideration and, if such business includes a  proposal to amend the By-laws, the text of the proposed amendment) and the  reasons for conducting such business at the annual meeting, and (b) as to the  Proponent and the beneficial owner, if any, on whose behalf the proposal is  being made, (i) the name and address of each such person, and of any holder of  record of the Proponent's shares as they appear on the Corporation's books,  (ii) the class and number of all shares of capital stock of the Corporation  that are owned by each such person (beneficially and of record) and owned by  any holder of record of each such person's shares, as of the date of the  Proponent's notice, and a representation that the Proponent will notify the Corporation  in writing of the class and number of such shares owned of record and  beneficially by each such person as of the record date for the meeting not  later than five business days following the later of the record date or the  date notice of the record date is first publicly disclosed, (iii) any material  interest of each such person, or any affiliates or associates of each such  person, in such business, (iv) a description of any agreement, arrangement or  understanding with respect to such business between or among each such person  and any of its affiliates or associates, and any others (including their names)  acting in concert with any of the foregoing, and a representation that the  Proponent will notify the Corporation in writing of any such agreement,  arrangement or understanding in effect as of the record date for the meeting  not later than five business days following the later of the record date or the  date notice of the record date is first publicly disclosed, (v) a description  of any agreement, arrangement or understanding (including any derivative  instruments, swaps, warrants, short positions, profit interests, options,  hedging transactions, borrowed or loaned shares or other transactions) that has  been entered into as of the date of the Proponent's notice by, or on behalf of,  each such person or any of its affiliates or associates, the effect or intent  of which is to mitigate loss to, manage risk or benefit of share price changes  for, or increase or decrease the voting power of each such person or any of its  affiliates or associates with respect to shares of stock of the Corporation,  and a representation that the Proponent will notify the Corporation in writing  of any such agreement, arrangement or understanding in effect as of the record  date for the meeting not later than five business days following the later of  the record date or the date notice of the record date is first publicly  disclosed, (vi) a representation that the Proponent is a holder of record or  beneficial owner of shares of the Corporation entitled to vote at the annual  meeting and intends to appear in person or by proxy at the meeting to propose  such business, (vii) a representation whether the Proponent intends to deliver  a proxy statement and/or form of proxy to holders of at least the percentage of  the Corporation's outstanding shares required to approve the proposal and/or  otherwise to solicit proxies from stockholders in support of the proposal, and  (viii) any other information relating to each such person that would be  required to be disclosed in a proxy statement or other filing required to be  made in connection with the solicitation of proxies by each such person with  respect to the proposed business to be brought by each such person before the  annual meeting pursuant to Section 14 of the Exchange Act, and the rules and  regulations promulgated thereunder. 

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***14.***       ***Compliance with Procedures***. Notwithstanding anything in these By-laws to the  contrary:  (a) no business shall be  conducted at any annual meeting except in accordance with the procedures set  forth in paragraph 13 of this Article I, and (b) unless otherwise required by  law, if a Proponent intending to propose business at an annual meeting pursuant  to paragraph 13 of this Article I does not provide the information required under  paragraph 13 to the Corporation (including providing the updated information required  by clauses (b)(ii), (b)(iv) and (b)(v) of paragraph 13 by the deadlines  specified therein), or the Proponent (or a qualified representative of the  Proponent) does not appear at the meeting to present the proposed business,  such business shall not be transacted, notwithstanding that proxies in respect  of such business may have been received by the Corporation.  The chair of the annual meeting shall, if the  facts warrant, determine and declare to the meeting that business was not  properly brought before the meeting in accordance with the provisions of  paragraph 13 of this Article I, and if he or she should so determine, he or she  shall so declare to the meeting and any such business not properly brought  before the meeting shall not be transacted.   Nothing contained in paragraphs 13 and 14 of this Article I shall be  deemed to affect any rights of stockholders to request inclusion of proposals  in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange  Act (or any successor provision of law).

**Article II**

**Directors.**

***1.* **     ***Number; Election; Term***.  The number of directors which shall constitute the whole  Board shall not be less than ten, nor more than twenty-four, the exact number  within said limits to be fixed from time to time solely by resolution of the  Board, acting by the vote of not less than a majority of the directors then in  office.  A majority of the directors  shall consist of persons who are not employees of the Corporation or of any  subsidiary of the Corporation.  Should  the death, resignation or other removal of any non employee director result in  the failure of the requirement set forth in the preceding sentence to be met,  such requirement shall not apply during the time of the vacancy caused by the  death, resignation or removal of any such non employee director. The remaining directors of the Corporation shall cause  any such vacancy to be filled in accordance with these By-laws within a  reasonable period of time.  At the annual  meeting or a special meeting at which directors are to be elected in accordance with the Corporation's notice of meeting, directors shall be elected in accordance with the requirements of these By-laws and the Certificate of Incorporation.***2.***       ***Place of Meetings; Records****.*  The directors may hold their meetings and keep the books  of the Corporation outside of the State of Delaware at such places as they may from  time to time determine.***3.***       ***Vacancies***. Subject  to the rights of the holders of any one or more series  of Preferred Stock then outstanding, if the office of any director becomes  vacant for any reason or any new directorship is created by any increase in the  authorized number of directors, a majority of the directors then in office,  although less than a quorum, may choose a successor or successors or fill the  newly created directorship.  Any director  so chosen shall hold office until the next annual election and until his  successor shall be elected and qualified.

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***4.***      ***Organizational Meeting***.  The Board of Directors shall meet for the purpose of  organization, the election of officers and the transaction of other business,  after each annual election of directors on the day and at the place of the next  regular meeting of the Board.  Notice of  such meeting need not be given.  Such  meeting may be held at any other time or place which shall be specified in a  notice given as hereinafter provided for special meetings of the Board of  Directors or in a consent and waiver of notice thereof signed by all of the directors.***5.***      ***Regular Meetings***.  Regular meetings of the Board may be held without notice  at such time and place either within or without the State of Delaware as shall from  time to time be determined by the Board.

***6.***      ***Special Meetings***.  Special meetings of the Board may be called by the Chair of the Board,  a Vice Chair of the Board or the President by the mailing of notice to each  director at least 48 hours before the meeting or by notifying each director of  the meeting at least 24 hours prior thereto either personally, by telephone or  by electronic transmission; special meetings shall be called on like notice by  the Chair of the Board, a Vice Chair of the Board, the President or, on the  written request of any two directors, by the Secretary.***7.***       ***Quorum***. At all  meetings of the Board the presence of one third of the total  number of directors determined by resolution pursuant to paragraph 1 of this  Article II to constitute the Board of Directors shall be necessary and  sufficient to constitute a quorum for the transaction of business, and the act  of a majority of the directors present at any meeting at which there is a  quorum shall be the act of the Board of Directors, except as may be otherwise  specifically provided by law, by the Certificate of Incorporation or by these  By-laws.***8.***      ***Executive Committee***.  There shall be an Executive Committee of three or more directors  elected by a majority of the Board.  The  Committee shall be composed of the Chief Executive Officer, the President, and  such other directors as the Board shall elect.  The Board, by resolution, may designate one or  more directors as alternate members of the Committee, who may replace any  absent or disqualified member at any meeting of the Committee.  In the absence or disqualification of a member  of the Committee, the member or members present at any meeting of the Committee  and not disqualified from voting, whether or not he, she or they constitute a  quorum, may unanimously appoint another member of the Board to act at the  meeting in the place of any such absent or disqualified member.  The ratio of inside directors to outside  directors serving on the Committee shall, to the extent feasible, be as near as  possible to the ratio of inside directors to outside directors serving on the  full Board.  A quorum shall be a majority  of the members of the Committee.  Regular  meetings of the Committee shall be held without notice at such time and place  as shall from time to time be determined by the Committee; special meetings of  the Committee may be called pursuant to the rules determined by the Committee.  The Committee shall generally perform such  duties and exercise such powers as may be directed or delegated by the Board of  Directors from time to time. Except as otherwise provided by law, the Committee  shall have authority to exercise all the powers of the Board while the Board is  not in session. The act of a majority of the Committee members present at any  meeting at which there is a quorum shall be the act of the Committee except as  may be otherwise specifically provided by law, by the Certificate of  Incorporation or by these By-laws.  The  Committee shall keep regular minutes of its proceedings and report the same to  the Board at its next regular meeting.  

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***9.***       ***Additional Committees***. The Board of Directors may, by resolution passed by a  majority of the whole Board, designate one or more additional committees, each  committee to consist of one or more of the directors of the Corporation.  In the event that the Board shall designate a  committee that shall have the power to recommend changes in the compensation of  senior management of the Corporation and/or a committee that shall have the  power to recommend nominees for election as directors of the Corporation, the  membership of such committees shall consist solely of directors who are not  employees of the Corporation or of any subsidiary of the Corporation.  The Board may designate one or more directors  as alternate members of any such additional committee, who may replace any  absent or disqualified member at any meeting of the committee. Any such  committee shall have such powers as are granted to it by the resolution of the  Board or by subsequent resolutions passed by a majority of the whole Board.  Nothing herein shall limit the authority of  the Board of Directors to appoint other committees consisting in whole or in  part of persons who are not directors of the Corporation to carry out such  functions as the Board may designate.  Unless  otherwise provided for in any resolution of the Board of Directors designating  a committee pursuant to this paragraph 9 of Article II:  (i) a quorum for the transaction of  business of such committee shall be fifty percent or more of the authorized  number of members of such committee; and (ii) the act of a majority of the  members of such committee present at any meeting of such committee at which  there is a quorum shall be the act of the committee (except as otherwise  specifically provided by law, the Certificate of Incorporation or by these  By-laws).***10.***       ***Presence at Meeting***.  Members of the Board of Directors or any committee designated  by such Board may participate in the meeting of said Board or committee by  means of conference telephone or similar communications equipment by means of  which all persons in the meeting can hear each other and participate.  The ability to participate in a meeting in the  above manner shall constitute presence at said meeting for purposes of a quorum  and any action thereat.***11.***      ***Action Without Meetings***.  Any action required or permitted to be taken at any  meeting of the Board of Directors or any committee designated by such Board may  be taken without a meeting, if all members of the Board or committee consent  thereto in writing or by electronic transmission and the writing or writings or  electronic transmission or transmissions are filed with the minutes of the  proceedings of the Board or committee.***12.***       ***Eligibility to Make Nominations***.  Nominations of candidates for election as directors at an annual  meeting of stockholders or a special meeting of stockholders at which directors  are to be elected pursuant to the Corporation's notice of meeting (an  "Election Meeting") may be made (1) by any stockholder entitled to  vote at such Election Meeting only in accordance with the procedures  established by paragraph 13 of this Article II, or (2) by the Board of Directors;  provided, however, that nothing in these By-laws shall be deemed to limit any  class voting rights upon the occurrence of dividend arrearages provided to  holders of Preferred Stock.  In order to  be eligible for election as a director, any director nominee must first be  nominated in accordance with the provisions of these By-laws.***13.***       ***Procedure for Nominations  by Stockholders***. Any stockholder entitled to vote for the election of a  director at an Election Meeting may nominate one or more persons for such  election only if written notice of such stockholder's intent to make such  nomination is 

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delivered to or mailed and received by the Secretary  of the Corporation at the principal executive offices of the Corporation.  In addition to any other applicable  requirements, for a nomination to be made by a stockholder, such stockholder  must have given timely notice thereof in proper written form to the Secretary  of the Corporation.  To be timely, such  notice must be received by the Secretary (1) with respect to an annual meeting of  stockholders, not less than 90 days nor more than 120 days in advance of the  anniversary of the previous year's annual meeting; provided, however, that in  the event the annual meeting is called for a date that is not within 25 days  before or after such anniversary date, notice by the stockholder in order to be  timely must be so received no later than the close of business on the 10th day  following the date on which such notice of the date of the annual meeting was  mailed or the public disclosure of the date of the annual meeting was made,  whichever first occurs; and (2) with respect to a special meeting of  stockholders at which directors are to be elected pursuant to the Corporation's  notice of meeting, by the close of business on the 10th day following the date  on which such notice of the date of the special meeting was mailed or the  public disclosure of the date of the special meeting was made, whichever first  occurs.  In no event shall the  adjournment or postponement of the annual meeting or a special meeting called  for the purpose of electing directors, or the public announcement of such an  adjournment or postponement, commence a new time period (or extend any time  period) for the giving of a stockholder's notice as described above.  To be in proper written form, the notice of  the stockholder intending to make the nomination (the "Proponent")  shall set forth:  (a) as to each person  whom the stockholder proposes to nominate for election as director (i) the  name, age, business address and residence address of such person, (ii) the  principal occupation or employment of such person, (iii) the class and number  of all shares of capital stock of the Corporation that are owned of record and  beneficially by such person, (iv) a statement whether each such nominee, if  elected, intends to tender, promptly following such person's failure to receive  the required vote for election or reelection at the next meeting at which such  person would face election or reelection, an irrevocable resignation effective  upon acceptance of such resignation by the Board of Directors, in accordance  with the Corporation's Corporate Governance Principles, (v) as an appendix, a  completed and signed questionnaire, representation and agreement required by  paragraph 15 of this Article II, and (vi) any other information relating to  such nominee that would be required to be disclosed in a proxy statement or  other filing required to be made in connection with the solicitation of proxies  for election as directors pursuant to Section 14 of the Exchange Act, and the  rules and regulations promulgated thereunder, and (b) as to the Proponent and  the beneficial owner, if any, on whose behalf the nomination is being  made:  (i) the name and address of each such  person, and of any holder of record of the Proponent's shares as they appear on  the Corporation's books, (ii) the class and number of all shares of capital  stock of the Corporation that are owned by each such person (beneficially and  of record) and owned by any holder of record of each such person's shares, as  of the date of the Proponent's notice, and a representation that the Proponent  will notify the Corporation in writing of the class and number of such shares  owned of record and beneficially by each such person as of the record date for  the meeting not later than five business days following the later of the record  date or the date notice of the record date is first publicly disclosed, (iii) a  description of any agreement, arrangement or understanding with respect to such  nomination between or among each such person and any of its affiliates or  associates, and any others (including their names) acting in concert with any  of the foregoing, and a representation that the Proponent will notify the  Corporation in writing of any such agreement, arrangement or understanding in  effect as of the record date for the meeting not later than five 

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business days following the later of the record date  or the date notice of the record date is first publicly disclosed, (iv) a  description of any agreement, arrangement or understanding (including any  derivative instruments, swaps, warrants, short positions, profit interests,  options, hedging transactions, borrowed or loaned shares or other transactions)  that has been entered into as of the date of the Proponent's notice by, or on  behalf of, each such person or any of its affiliates or associates, the effect  or intent of which is to mitigate loss to, manage risk or benefit of share  price changes for, or increase or decrease the voting power of each such person  or any of its affiliates or associates with respect to shares of stock of the  Corporation, and a representation that the Proponent will notify the  Corporation in writing of any such agreement, arrangement or understanding in  effect as of the record date for the meeting not later than five business days  following the later of the record date or the date notice of the record date is  first publicly disclosed, (v) a representation that the Proponent is a holder  of record or beneficial owner of shares of the Corporation entitled to vote at  the meeting and intends to appear in person or by proxy at the meeting to  nominate the person or persons specified in the notice, (vi) a representation  whether the Proponent intends to deliver a proxy statement and/or form of proxy  to holders of at least the percentage of the Corporation's outstanding capital  stock required to elect the nominee and/or otherwise to solicit proxies from  stockholders in support of the nomination, and (vii) any other information  relating to each such person that would be required to be disclosed in a proxy  statement or other filing required to be made in connection with the  solicitation of proxies for election as directors pursuant to Section 14 of the  Exchange Act, and the rules and regulations promulgated thereunder.  Such notice must be accompanied by a written  consent of each proposed nominee to being named as a nominee and to serve as a  director if elected.  The Corporation may  require any proposed nominee to furnish such other information as it may  reasonably require to determine the eligibility of such proposed nominee to  serve as an independent director of the Corporation or that could be material  to a reasonable stockholder's understanding of the independence, or lack thereof,  of such nominee.

***14.***      ***Compliance with Procedures.***If the Chair of the Election Meeting determines that a  nomination of any candidate for election as a director was not made in  accordance with the applicable provisions of these By-laws, such nomination shall  be void.  Notwithstanding anything in  these By-laws to the contrary, unless otherwise required by law, if a Proponent  intending to make a nomination at an annual or special meeting pursuant to  paragraph 13 of this Article II does not provide the information required under  paragraph 13 to the Corporation (including providing the updated information required  by clauses (b)(ii), (b)(iii) and (b)(iv) of paragraph 13 by the deadlines  specified therein), or the Proponent (or a qualified representative of the  Proponent) does not appear at the meeting to present the nomination, such  nomination shall be disregarded, notwithstanding that proxies in respect of  such nomination may have been received by the Corporation.***15.***      ***Submission of Questionnaire;    Representation and Agreement***. To be eligible to be a nominee for election or reelection  as a director of the Corporation, a person must deliver (in accordance with the  time periods prescribed for delivery of notice under paragraph 13 of this  Article II of these By-laws) to the Secretary of the Corporation at the  principal executive offices of the Corporation a written questionnaire with  respect to the background and qualification of such person and the background  of any other person or entity on whose behalf the nomination is being made  (which questionnaire shall be provided by the Secretary upon written request)  and a written representation and agreement (in the form provided by the

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Secretary upon written request) that such person (i)  is not and will not become a party to any agreement, arrangement or  understanding with, and has not given any commitment or assurance to, any  person or entity as to how such person, if elected as a director of the  Corporation, will act or vote on any issue or question (a "Voting Commitment")  that has not been disclosed to the Corporation, (ii) is not and will not  become a party to any agreement, arrangement or understanding with any person  or entity other than the Corporation with respect to any direct or indirect  compensation, reimbursement or indemnification in connection with service or  action as a director that has not been disclosed therein, and (iii) in such  person's individual capacity and on behalf of any person or entity on whose  behalf the nomination is being made, would be in compliance, if elected as a  director of the Corporation, and will comply with, applicable law and all  applicable publicly disclosed corporate governance, conflict of interest,  corporate opportunities, confidentiality and stock ownership and trading  policies and guidelines of the Corporation.

**Article III**

**Officers.**

***1.***      ***Election; Term of Office;  Appointments***. Board of Directors, at its first meeting after each annual meeting of stockholders,  shall elect at least the following officers: a Chair of the Board  and/or a President, one or more Vice Presidents, a Controller, a Treasurer and  a Secretary.  The Board may also elect,  appoint, or provide for the appointment of such other officers and agents as  may from time to time appear necessary or advisable in the conduct of the affairs  of the Corporation.  Such additional  officers may include one or more Vice Chairmen, who shall not be Directors  unless otherwise prescribed by the Board of Directors, and whose duties shall  be to assist the Chief Executive Officer of the Corporation in establishing and  implementing overall corporate policy. The Corporate Secretary or any officer  elected by the Board acting in conjunction with the Corporate Secretary may  appoint such assistant officers (including one or more Assistant Secretaries  and Assistant Treasurers) as may be necessary or desirable for the conduct of  the business of the Corporation.  Officers  of the Corporation shall hold office until their successors are chosen and  qualify in their stead or until their earlier death, resignation or removal,  and shall perform such duties as from time to time shall be prescribed by these  By-laws and by the Board and, to the extent not so provided, as generally  pertain to their respective offices.  The  Board of Directors may fill any vacancy occurring in any office of the  Corporation at any regular or special meeting.  Two or more offices may be held by the same  person.

***2.***      ***Removal and Resignation***.  Any officer elected or appointed by the Board of Directors  or the Executive Committee (or by delegated authority) may be removed at any  time by the affirmative vote of a majority  of the whole Board of Directors.  If the  office of any officer elected or appointed by the Board becomes vacant for any  reason, the vacancy may be filled by the Board.  Any officer may resign at any time upon  written notice to the Corporation.***3.***      ***Chair of the Board***.The Chair of the Board shall preside at all meetings of  the stockholders and of the full Board of Directors.  He or she shall perform such other duties, and  exercise such powers, as from time to time shall be prescribed by these By-laws  or by the Board of Directors.

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***4. ***     ***President***. The President, in the absence of the Chair of the Board or  the Vice Chair, if any, shall preside at meetings of the Directors.  He or she shall have such authority and  perform such duties in the management of the Corporation as from time to time  shall be prescribed by the Board of Directors and, to the extent not so  prescribed, he or she shall have such authority and perform such duties in the  management of the Corporation, subject to the control of the Board, as  generally pertain to the office of President.***5.***      ***Vice Presidents***.  Vice Presidents shall perform such duties as from time to  time shall be prescribed by these By-laws, by the Chair of the Board, by the  President or by the Board of Directors, and except as otherwise prescribed by  the Board of Directors, they shall have such powers and duties as generally  pertain to the office of Vice President.***6.***      ***Secretary***. The  Secretary or person appointed as secretary at all meetings of  the Board and of the stockholders shall record all votes and the minutes of all  proceedings in a book to be kept for that purpose, and he or she shall perform  like duties for the Executive Committee when required.  He or she shall give, or cause to be given,  notice of all meetings of the stockholders, and of the Board of Directors if  required.  He or she shall perform such  other duties as may be prescribed by these By-laws or as may be assigned to him  or her by the Chair of the Board, the President or the Board of Directors, and,  except as otherwise prescribed by the Board of Directors, he or she shall have  such powers and duties as generally pertain to the office of Secretary.***7.***     ***Treasurer***. The Treasurer shall have custody of the Corporation's funds and  securities.  He or she shall perform such  other duties as may be prescribed by these By-laws or as may be assigned to him  or her by the Chair of the Board, the President or the Board of Directors, and,  except as otherwise prescribed by the Board of Directors, he or she shall have  such powers and duties as generally pertain to the office of Treasurer.

***8.***      ***Controller***. The  Controller shall have charge of the Corporation's books of  account, and shall be responsible for the maintenance of adequate records of  all assets, liabilities and financial transactions of the Corporation.  The Controller shall prepare and render such  balance sheets, profit and loss statements and other financial reports as the  Board of Directors, the Chair of the Board or the President may require.  He or she shall perform such other duties as  may be prescribed by these By-laws or as may be assigned to him or her by the  Chair of the Board, the President or the Board of Directors, and, except as  otherwise prescribed by the Board of Directors, he or she shall have such  powers and duties as generally pertain to the office of Controller.

**Article IV**

**Stock.**

***1.***    ***  Stock***. The shares  of the Corporation shall be represented by  certificates or shall be uncertificated. Each registered holder of shares,  upon request to the Corporation, shall be provided with a certificate of stock  representing the number of shares owned by such holder.  The certificates of stock of the Corporation  shall be in the form or forms from time to time approved by the Board of  Directors.  Such certificates shall be  numbered and registered, shall 

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exhibit the holder's name and the number of shares,  and shall be signed in the name of the Corporation by the following officers of  the Corporation: the Chair of the Board of Directors, or the President or a  Senior Vice President or Vice President; and by the Treasurer or an Assistant  Treasurer, or the Secretary or an Assistant Secretary.  If any certificate is manually signed  (1) by a transfer agent other than the Corporation or its employee, or  (2) by a registrar other than the Corporation or its employee, any other  signature on the certificate, including those of the aforesaid officers of the  Corporation, may be a facsimile.  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 he or she were such officer,  transfer agent or registrar at the date of issue.***2.***     ***Lost Certificates***. TheBoard of Directors or any officer of the Corporation to whom the Board of  Directors has delegated authority may authorize any transfer agent of the  Corporation to issue, and any registrar of the Corporation to register, at any  time and from time to time unless otherwise directed, a new certificate or  certificates of stock in the place of a certificate or certificates theretofore  issued by the Corporation, alleged to have been lost or destroyed, upon receipt  by the transfer agent of evidence of such loss or destruction, which may be the  affidavit of the applicant; a bond indemnifying the Corporation and any  transfer agent and registrar of the class of stock involved against claims that  may be made against it or them on account of the lost or destroyed certificate  or the issuance of a new certificate, of such kind and in such amount as the  Board of Directors shall have authorized the transfer agent to accept generally  or as the Board of Directors or an authorized officer shall approve in  particular cases; and any other documents or instruments that the Board of  Directors or an authorized officer may require from time to time to protect  adequately the interest of the Corporation.  A new certificate may be issued without  requiring any bond when, in the judgment of the directors, it is proper to do  so.

***3***.     ***Transfers of Stock***.  Transfers of stock shall be made upon the books of the Corporation:  (1) upon presentation of the  certificates by the registered holder in person or by duly authorized attorney,  or upon presentation of proper evidence of succession, assignment or authority  to transfer the stock, and upon surrender of the appropriate certificate(s), or  (2) in the case of uncertificated shares, upon receipt of proper transfer  instructions from the registered owner of such uncertificated shares, or from a  duly authorized attorney or from an individual presenting proper evidence of  succession, assignment or authority to transfer the stock.***4.***      ***Holder of Record***.  The Corporation shall be entitled to treat the holder of record of  any share or shares of stock as the holder in fact thereof and accordingly  shall not be bound to recognize any equitable or other claim to or interest in  such share on the part of any other person whether or not it shall have express  or other notice thereof, save as expressly provided by the laws of the State of  Delaware. 

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**Article V**

**Indemnification and Severance.**

***1.***      ***Right to Indemnification***.  The Corporation shall indemnify and hold harmless, to the fullest  extent permitted by applicable law as it presently exists or may hereafter be  amended, any person who was or is made or is threatened to be made a party or  is otherwise involved in any action, suit or proceeding, whether civil, criminal,  administrative or investigative (a "proceeding") by reason of the  fact that he or she, or a person for whom he or she is the legal  representative, is or was a director, officer, employee or agent of the  Corporation or 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, nonprofit entity, or other enterprise,  including service with respect to employee benefit plans, against all liability  and loss suffered and expenses (including attorneys' fees) reasonably incurred  by such person.  The Corporation shall be  required to indemnify a person in connection with a proceeding (or part  thereof) initiated by such person only if the proceeding (or part thereof) was  authorized by the Board of Directors of the Corporation.**2.**      ***Prepayment of Expenses***.  The Corporation shall pay the expenses (including attorneys' fees)  incurred by an officer or director of the Corporation in defending any civil,  criminal, administrative or investigative action, suit or proceeding in advance  of its final disposition, upon receipt of an undertaking by or on behalf of  such director or officer to repay all amounts advanced if it shall ultimately  be determined that the director or officer is not entitled to be indemnified.  Payment of such expenses incurred by former  directors and officers, or by any other employees and agents of the Corporation,  may be made by the Corporation, subject to such terms and conditions as the  General Counsel in his or her discretion deems appropriate. ***3.***     ***Claims***. If a claim for indemnification or payment of expenses (including  attorneys' fees) under this Article is not paid in full within sixty days after  a written claim therefor has been received by the Corporation the claimant may  file suit to recover the unpaid amount of such claim and, if successful in  whole or in part, shall be entitled to be paid the expense of prosecuting such  claim.  In any such action the  Corporation shall have the burden of proving that the claimant was not entitled  to the requested indemnification or payment of expenses under applicable law.***4.***      ***Nonexclusivity of Rights***.  The right conferred on any person by this Article V  shall not be exclusive of any other rights which such person may have or  hereafter acquire under any statute, provision of the Certificate of  Incorporation, these By-laws, agreement, vote of stockholders or disinterested  directors or otherwise.***5.***     ***Other Indemnification***.  The corporation's obligation, if any, to indemnify any  person who was or is serving at its request as a director, officer, employee or  agent of another corporation, partnership, joint venture, trust, enterprise or  non profit entity shall be reduced by any amount such person may collect as  indemnification from such other corporation, partnership, joint venture, trust,  non profit entity, or other enterprise.

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***6.***     ***Amendment or Repeal***.  Any repeal or modification of the foregoing provisions of  this Article V shall not adversely affect any right or protection hereunder  of any person in respect of any act or omission occurring prior to the time of  such repeal or modification.***7. ***     ***Severance***. Any  written agreement or any amendment of an existing  written agreement that provides for payments to a director, officer or other employee  of the Corporation or any subsidiary of the Corporation upon (i) a  "change in control" of the Corporation or (ii) the termination  or constructive termination of the employment of such director, officer, or  other employee following a "change in control" of the Corporation,  must be approved by (a) the unanimous vote of the members of the committee  of the Board of Directors which has the power to recommend changes in the  compensation of the senior management of the Corporation, if any, and (b) a  majority of the directors who are not employees of the Corporation or any  subsidiary of the Corporation.  For the  purposes hereof, a "change of control" of the Corporation shall mean  through (i) the accumulation by a person or group of related persons of  20% or more of the Company's outstanding, capital stock and/or (ii) a  change in the composition of a majority of the Corporation's Board of Directors  without the approval of the incumbent Board.

**Article VI**

**Miscellaneous.**

***1.***     ***Delaware  Office***. The  address of the registered office of the Corporation in  the State of Delaware shall be at Corporation Trust  Center, 1209 Orange Street, Wilmington,  County of New Castle, Delaware 19801  and the name of its registered agent at such address is Corporation Trust  Company.***2. ***     ***Other Offices***.  The Corporation may also have an office in the City and State of New York, and such other  offices at such places as the Board of Directors from time to time may appoint  or the business of the Corporation may require.***3. ***   ***  Seal***. The corporate  seal shall be in the form adopted by the Board of  Directors.  Said seal may be used by  causing it or a facsimile thereof to be impressed or affixed or reproduced or  otherwise.  The seal may be affixed by  any officer of the Corporation to any instrument executed by authority of the  Corporation, and the seal when so affixed may be attested by the signature of  any officer of the Corporation.***4.  ***   ***Notice***. Whenever  notice is required to be given by law, the Certificate  of Incorporation or these By-laws, a written waiver signed by the person  entitled to notice, whether before or after the time stated therein, shall be  deemed equivalent to notice.  Attendance  of a person at a meeting shall constitute a waiver of notice of such meeting  except when the person attends a meeting for the express purpose of objecting,  at the beginning of the meeting, to the transaction of any business because the  meeting, is not lawfully called or convened.***5.   ***   ***Amendments***. The  Board of Directors Board of Directors shall have the power to adopt,  amend or repeal the Bylaws of the Corporation by the affirmative action of a  majority of its members.  The By-laws may  be adopted, amended or repealed by the affirmative vote of a majority of the  stock 

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issued and outstanding and entitled to vote at any  regular meeting of the stockholders or at any special meeting of the  stockholders if notice of such proposed adoption, amendment or repeal be  contained in the notice of such special meeting.

***6.***     ***Form of Records***. Any records maintained by the Corporation in the  regular course of its business, including its stock ledger, books of account,  and minutes books, may be kept on, or by means of, or be in the form of, any  information storage device, or method provided that the records so kept can be  converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept  upon the request of any person entitled to inspect the same.***7.***     ***Checks***. All checks, drafts, notes and other orders for the payment  of money shall be signed by such officer or officers or agents as from time to  time may be designated by the Board of Directors or by such officers of the  Corporation as may be designated by the Board to make such designation.***8. ***   ***Fiscal Year***. The fiscalyear shall begin the first day of January in each year.

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