Bylaws

  1. CERTIFICATES REPRESENTING STOCK.
  2. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation representing the number of shares owned by him in the corporation. If such certificate is countersigned by a transfer agent other than the corporation or its employee or by a registrar other than the corporation or its employee, any other signature on the certificate 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 were such officer, transfer agent, or registrar at the date of issue.

    Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

    The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation 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 any such new certificate.

  3. FRACTIONAL SHARE INTERESTS.
  4. The corporation may, but shall not be required to, issue fractions of a share.

  5. STOCK TRANSFERS.
  6. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfer of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

  7. RECORD DATE FOR STOCKHOLDERS.
  8. 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, 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 shall not be more than sixty nor less than ten days before the date of such meeting. If no record date has been fixed by the board of directors, 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. 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; providing, however, that the board of directors may fix a new record date for the adjourned meeting.

    In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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, and which record date shall be not more than sixty days prior to such action. If no record date has been fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

  9. MEANING OF CERTAIN TERMS.
  10. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "share of stock" or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Certificate of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the Certificate of Incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Certificate of Incorporation, including any Preferred Stock which is denied voting rights under the provisions of the resolution or resolutions adopted by the Board of Directors with respect to the issuance thereof.

  11. STOCKHOLDER MEETINGS.
  12. TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors. A special meeting shall be held on the date and at the time fixed by the directors.

    PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

    CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

    NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting. The notice of an annualmeeting shall state that the meeting is called for the election of directors andfor the transaction of other business which may properly come before themeeting, and shall (if any other action which could be taken at a specialmeeting is to be taken at such annual meeting), state such other action oractions as are known at the time of such notice. The notice of a special meetingshall in all instances state the purpose or purposes for which the meeting iscalled. If any action is proposed to be taken which would, if taken, entitlestockholders to receive payment for their shares of stock, the notice shallinclude a statement of that purpose and to that effect. Except as otherwiseprovided by the General Corporation Law, a copy of the notice of any meetingshall be given, personally or by mail, not less than ten days nor more thansixty days before the date of the meeting, unless the lapse of the prescribedperiod of time shall have been waived, and directed to each stockholder at his address as it appears on the records of the corporation. Notice by mailshall be deemed to be given when deposited, with postage thereon prepaid, in theUnited States mail. If a meeting is adjourned to another time, not more thanthirty days hence, and/or to another place, and if an announcement of theadjourned time and place is made at the meeting, it shall not be necessary togive notice of the adjourned meeting unless the directors, after adjournment,fix a new record date for the adjourned meeting. Notice need not be given to anystockholder who submits a written waiver of notice by him before or after thetime stated therein. Attendance of a person at a meeting of stockholders shallconstitute a waiver of notice of such meeting, except when the stockholderattends a meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfullycalled or convened. Neither the business to be transacted at, nor the purposeof, any regular or special meeting of the stockholders need be specified in anywritten waiver of notice.

    STOCKHOLDER LIST. There shall be prepared and made, at least ten daysbefore every meeting of stockholders, a complete list of the stockholders,arranged in alphabetical order, and showing the address of each stockholder andthe number of shares registered in the name of each stockholder. Such list shallbe open to the examination of any stockholder, for any purpose germane to themeeting, during ordinary business hours, for a period of at least ten days priorto the meeting either at a place within the city where the meeting is to beheld, which place shall be specified in the notice of the meeting, or if not sospecified, at the place where the meeting is to be held. The list shall also beproduced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present. The stockledger shall be the only evidence as to who are the stockholders entitled to examine the stockledger, the list required by this section or the books of the corporation, or tovote at any meeting of stockholders.

    CONDUCT OF MEETING. Meetings of the stockholders shall be presided over byone of the following officers in the order of seniority and if present andacting: the Chairman of the Board, if any, the Vice-Chairman of the Board, ifany, the President, a Vice President, a chairman for the meeting chosen by theBoard of Directors, or, if none of the foregoing is in office and present andacting, by a chairman to be chosen by the stockholders. The Secretary of thecorporation, or, in his absence, an Assistant Secretary, shall act as secretaryof every meeting, but if neither the Secretary nor an Assistant Secretary ispresent the Chairman for the meeting shall appoint a secretary of the meeting.

    PROXY REPRESENTATION. Every stockholder may authorize another person orpersons to act for him by proxy in all matters in which a stockholder isentitled to participate, whether by waiving notice of any meeting, voting orparticipating at a meeting, or expressing consent or dissent without a meeting.Every proxy must be signed by the stockholder or by his attorney-in-fact. Noproxy shall be voted or acted upon after three years from its date unless suchproxy provides for a longer period. A duly executed proxy shall be irrevocableif it states that it is irrevocable and, if, and only as long as, it is coupledwith an interest sufficient in law to support an irrevocable power. A proxy maybe made irrevocable regardless of whether the interest with which it is coupledis an interest in the stock itself or an interest in the corporation generally.

    INSPECTORS AND JUDGES. The directors, in advance of any meeting, may, butneed not, appoint one or more inspectors of election or judges of the vote, asthe case may be, to act at the meeting or any adjournment thereof. If aninspector or inspectors or judge or judges are not appointed, the personpresiding at the meeting may, but need not, appoint one or more inspectors orjudges. In case any person who may be appointed as an inspector or judge failsto appear or act, the vacancy may be filled by appointment made by the personpresiding thereat. Each inspector or judge, if any, before entering upon thedischarge of his duties, shall take and sign an oath faithfully to execute theduties of inspector or judge at such meeting with strict impartiality andaccording to the best of his ability. The inspectors or judges, if any, shalldetermine the number of shares of stock outstanding and the voting power ofeach, the shares of stock represented at the meeting, the existence of a quorum,the validity and effect of proxies, and shall receive votes, ballots orconsents, hear and determine all challenges and questions arising in connectionwith the right to vote, count and tabulate all votes, ballots or consents,determine the result, and do such acts as are proper to conduct the election orvote with fairness to all stockholders. On request of the person presiding atthe meeting, the inspector or inspectors or judge or judges, if any, shall makea report in writing of any challenge, question or matter determined by him orthem and execute a certificate of any fact found by him or them.

    QUORUM. Except as the General Corporation Law or these By-Laws mayotherwise provide, the holders of a majority of the outstanding shares of stockentitled to vote shall constitute a quorum at a meeting of stockholders for thetransaction of any business. The stockholders present may adjourn the meetingdespite the absence of a quorum. When a quorum is once present to organize a meeting, it is not broken bythe subsequent withdrawal of any shareholders.

    VOTING. Each stockholder entitled to vote in accordance with the terms ofthe Certificate of Incorporation and of these By-Laws, or, with respect to theissuance of Preferred Stock, in accordance with the terms of a resolution orresolutions of the Board of Directors, shall be entitled to one vote, in personor by proxy, for each share of stock entitled to vote held by such stockholder.In the election of directors, a plurality of the votes present at the meetingshall elect. Any other action shall be authorized by a majority of the votescast except where the Certificate of Incorporation or the General CorporationLaw prescribes a different percentage of votes and/or a different exercise ofvoting power. Voting by ballot shall not be required for corporate action exceptas otherwise provided by the General Corporation Law.

  13. STOCKHOLDER ACTION WITHOUT MEETINGS.
  14. Any action required to be taken, or any action which may be taken, at anyannual or special meeting of stockholders, may be taken without a meeting,without prior notice and without a vote, if a consent or consents in writing,setting forth the action so taken, shall be signed by the holders of theoutstanding stock having not less than the minimum number of votes that would benecessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted. Prompt notice of the taking ofthe corporate action without a meeting by less than unanimous written consentshall be given to those stockholders who have not consented in writing and shallbe delivered to the corporation by delivery to its registered office inDelaware, its principal place of business, or an officer or agent of thecorporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to acorporation's registered office shall be by hand or by certified or registeredmail, return receipt requested.

  15. NOTICE OF STOCKHOLDER BUSINESS.
  16. At an annual meeting of the stockholders, only such business shall beconducted as shall have been brought before the meeting (a) pursuant to thecorporation's notice of meeting, (b) by or at the direction of the Board ofDirectors or (c) by any stockholder of the corporation who is a stockholder ofrecord at the time of giving of the notice provided for in this By-law, whoshall be entitled to vote at such meeting and who complies with the noticeprocedures set forth in this By-law.

    For business to be properly brought before an annual meeting by astockholder pursuant to clause (c) of paragraph 1 of this By-law, thestockholder must have given timely notice thereof in writing to the Secretary ofthe corporation. To be timely, a stockholder's notice must be delivered to ormailed and received at the principal executive offices of the corporation notless than 60 days nor more than 90 days prior to the first anniversary of thepreceding year's annual meeting; provided, however, that in the event that thedate of the meeting is changed by more than 30 days from such anniversary date,notice by the stockholder to be timely must be received no later than the closeof business on the 10th day following the earlier of the day on which notice ofthe date of the meeting was mailed or public disclosure was made. Astockholder's notice to the Secretary shall set forth as to each matter thestockholder proposes to bring before the meeting (a) a brief description of thebusiness desired to brought before the meeting, (b) the name and address, asthey appear on the corporation's books, of the stockholder proposing such business, and the name and address of the beneficial owner, ifany, on whose behalf the proposal is made, (c) the class and number of shares ofthe corporation which are owned beneficially and of record by such stockholderof record and by the beneficial owner, if any, on whose behalf the proposal ismade and (d) any material interest of such stockholder of record and thebeneficial owner, if any, on whose behalf the proposal is made in such business.

    Notwithstanding anything in these By-laws to the contrary, no businessshall be conducted at an annual meeting except in accordance with the proceduresset forth in this By-law. The Chairman of the meeting shall, if the factswarrant, determine and declare to the meeting that business was not properlybrought before the meeting and in accordance with the procedures prescribed bythese By-laws, and if he should so determine, he shall so declare to the meetingand any such business not properly brought before the meeting shall not betransacted. Notwithstanding the foregoing provisions of this By-law, astockholder shall also comply with all applicable requirements of the SecuritiesExchange Act of 1934, as amended, and the rules and regulations thereunder withrespect to the matters set forth in this By-law.

  1. FUNCTIONS AND DEFINITION.
  2. The business and affairs of the corporation shall be managed by or underthe direction of the Board of Directors of the corporation. The use of thephrase "whole board" herein refers to the total number of directors which thecorporation would have if there were no vacancies.

  3. QUALIFICATIONS AND NUMBER.
  4. A director need not be a stockholder, a citizen of the United States, or aresident of the State of Delaware. The number of directors constituting theentire Board of Directors shall be the number, not less than one nor more than15, fixed from time to time by a majority of the total number of directors whichthe Corporation would have, prior to any increase or decrease, if there were novacancies, provided, however, that no decrease shall shorten the term of anincumbent director. The number of directors may be increased or decreased byaction of the stockholders or of the directors.

  5. ELECTION AND TERM.
  6. The first Board of Directors, unless the members thereof shall have beennamed in the Certificate of Incorporation, shall be elected by the incorporatoror incorporators and shall hold office until the first annual meeting ofstockholders and until their successors have been elected and qualified or untiltheir earlier resignation or removal. Any director may resign at any time uponwritten notice to the corporation. Thereafter, directors who are elected at anannual meeting of stockholders, and directors who are elected in the interim tofill vacancies and newly created directorships, shall hold office until the nextannual meeting of stockholders and until their successors have been elected andqualified or until their earlier resignation or removal. In the interim betweenannual meetings of stockholders or of special meetings of stockholders calledfor the election of directors and/or for the removal of one or more directorsand for the filling of any vacancies in the Board of Directors, includingvacancies resulting from the removal of directors for cause or without cause,any vacancy in the Board of Directors may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum,or by the sole remaining director.

  7. MEETINGS.
  8. TIME. Meetings shall be held at such time as the Board shall fix.

    FIRST MEETING. The first meeting of each newly elected Board may be heldimmediately after each annual meeting of the stockholders at the same place atwhich the meeting is held, and no notice of such meeting shall be necessary tocall the meeting, provided a quorum shall be present. In the event such firstmeeting is not so held immediately after the annual meeting of the stockholders,it may be held at such time and place as shall be specified in the notice givenas hereinafter provided for special meetings of the Board of Directors, or atsuch time and place as shall be fixed by the consent in writing of all of thedirectors.

    PLACE. Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

    CALL. No call shall be required for regular meetings for which the time andplace have been fixed. Special meetings may be called by or at the direction ofthe Chairman of the Board, if any, the Vice-Chairman of the Board, if any, orthe President, or of a majority of the directors in office.

    NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required forregular meetings for which the time and place have been fixed. Written, oral, orany other mode of notice of the time and place shall be given for specialmeetings at least twenty-four hours prior to the meeting. The notice of any meeting neednot specify the purpose of the meeting. Any requirement of furnishing a noticeshall be waived by any director who signs a written waiver of such notice beforeor after the time stated therein.

    Attendance of a director at a meeting of the Board shall constitute awaiver of notice of such meeting, except when the director attends a meeting forthe express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called orconvened.

    QUORUM AND ACTION. A majority of the whole Board shall constitute a quorumexcept when a vacancy or vacancies prevents such majority, whereupon a majorityof the directors in office shall constitute a quorum, provided that suchmajority shall constitute at least one-third (1/3) of the whole Board. Anydirector may participate in a meeting of the Board by means of a conferencetelephone or similar communications equipment by means of which all directorsparticipating in the meeting can hear each other, and such participation in ameeting of the Board shall constitute presence in person at such meeting. Amajority of the directors present, whether or not a quorum is present, mayadjourn a meeting to another time and place. Except as herein otherwiseprovided, and except as otherwise provided by the General Corporation Law, theact of the Board shall be the act by vote of a majority of the directors presentat a meeting, a quorum being present. The quorum and voting provisions hereinstated shall not be construed as conflicting with any provisions of the GeneralCorporation Law and these By-Laws which govern a meeting of directors held tofill vacancies and newly created directorships in the Board.

    CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if presentand acting, shall preside at all meetings. Otherwise, the Vice-Chairman of theBoard, if any and if present and acting, or the President, if present andacting, or any other director chosen by the Board, shall preside.

    THE CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board ofDirectors, and any Vice-Chairman of the Board, may be elected by a majority voteof the Board of Directors and shall serve until the meeting of the Board ofDirectors next following the Annual Meeting of the Stockholders at which aChairman, and any Vice-Chairman, shall be newly elected or re-elected fromamongst the Directors then in office.

  9. REMOVAL OF DIRECTORS.
  10. Any or all of the directors may be removed for cause or without cause bythe stockholders.

  11. COMMITTEES.
  12. The Board of Directors may, by resolution passed by a majority of the wholeBoard, designate one or more committees, each committee to consist of one ormore of the directors of the corporation. The Board may designate one or moredirectors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee. Any such committee, to theextent provided in the resolution of the Board, shall have and may exercise thepowers of the Board of Directors in the management of the business and affairsof the corporation, and may authorize the seal of the corporation to be affixedto all papers which may require it. In the absence or disqualification of any member of any such committee orcommittees, the member or members thereof present at any meeting and notdisqualified from voting, whether or not he or they constitute a quorum, mayunanimously appoint another member of the Board of Directors to act at themeeting in the place of any such absent or disqualified member.

  13. ACTION IN WRITING.
  14. Any action required or permitted to be taken at any meeting of the Board ofDirectors or any committee thereof may be taken without a meeting if all membersof the Board or committee, as the case may be, consent thereto in writing, andthe writing or writings are filed with the minutes of proceedings of the Boardor committee.

  15. NOMINATION.
  16. Only persons who are nominated in accordance with the procedures set forthin these By-laws shall be eligible to serve as Directors. Nominations of personsfor election to the Board of Directors of the corporation may be made at ameeting of stockholders (a) by or at the direction of the Board of Directors or(b) by any stockholder of the corporation who is a stockholder of record at thetime of giving of notice provided for in this By-law, who shall be entitled tovote for the election of directors at the meeting and who complies with thenotice procedures set forth in this By-law.

    Nominations by stockholders shall be made pursuant to timely notice inwriting to the Secretary of the corporation. To be timely, a stockholder'snotice shall be delivered to or mailed and received at the principal executiveoffices of the corporation (a) in the case of an annual meeting, not less than60 days nor more than 90 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that inthe event that the date of the annual meeting is changed by more than 30 daysfrom such anniversary date, notice by the stockholder to be timely must be soreceived not later than the close of business on the 10th day following theearlier of the day on which notice of the date of the meeting was mailed orpublic disclosure was made, and (b) in the case of a special meeting at whichdirectors are to be elected, not later than the close of business on the 10thday following the earlier of the day on which notice of the date of the meetingwas mailed or public disclosure was made. Such stockholder's notice shall setforth (a) as to each person whom the stockholder proposes to nominate forelection or reelection as a director all information relating to such personthat is required to be disclosed in solicitations of proxies for election ofdirectors, or is otherwise required, in each case pursuant to Regulation 14Aunder the Securities Exchange Act of 1934, as amended (including such person'swritten consent to being named in the proxy statement as a nominee and toserving as a director if elected); (b) as to the stockholder giving the notice(i) the name and address, as they appear on the corporation's books, of suchstockholder and (ii) the class and number of shares of the corporation which arebeneficially owned by such stockholder and also which are owned of record bysuch stockholder; and (c) as to the beneficial owner, if any, on whose behalfthe nomination is made, (i) the name and address of such person and (ii) theclass and number of shares of the corporation which are beneficially owned bysuch person. At the request of the Board of Directors, any person nominated bythe Board of Directors for election as a director shall furnish to the Secretaryof the corporation that information required to be set forth in a stockholder'snotice of nomination which pertains to the nominee.

    No person shall be eligible to serve as a director of the corporationunless nominated in accordance with the procedures set forth in this By-law. TheChairman of the meeting shall, if the facts warrant, determine and declare tothe meeting that a nomination was not made in accordance with the proceduresprescribed by these By-laws, and if he should so determine, he shall so declareto the meeting and the defective nomination shall be disregarded.Notwithstanding the foregoing provisions of this By-law, a stockholder shallalso comply with all applicable requirements of the Securities Exchange Act of1934, as amended, and the rules and regulations thereunder with respect to thematters set forth in this By-law.

  1. EXECUTIVE OFFICERS.
  2. The directors may elect or appoint a Chairman of the Board of Directors, aChief Executive Officer, a President, one or more Vice Presidents (one or moreof whom may be denominated "Executive Vice President"), a Secretary, one or moreAssistant Secretaries, a Treasurer, one or more Assistant Treasurers, and suchother officers as they may determine. Any number of offices may be held by thesame person.

  3. TERM OF OFFICE: REMOVAL.
  4. Unless otherwise provided in the resolution of election or appointment,each officer shall hold office until the meeting of the Board of Directorsfollowing the next annual meeting of stockholders and until his successor hasbeen elected and qualified or until his earlier resignation or removal. TheBoard of Directors may remove any officer for cause or without cause.

  5. AUTHORITY AND DUTIES.
  6. All officers, as between themselves and the corporation, shall have suchauthority and perform such duties in the management of the corporation as may beprovided in these By-Laws, or, to the extent not so provided, by the Board ofDirectors.

  7. CHIEF EXECUTIVE OFFICER.
  8. The Chief Executive Officer shall, subject to the discretion of the Boardof Directors, have general supervision and control of the Corporation's businesssuch duties as may from time to time be prescribed by the Board of Directors.

  9. THE PRESIDENT.
  10. The President shall preside at all meetings of the Stockholders and in theabsence of the Chairman of the Board of Directors, at the meeting of the Boardof Directors, shall, subject to the discretion of the Board of Directors, havegeneral supervision and control of the Corporation's business and shall see thatall orders and resolutions of the Board of Directors are carried into effect.

  11. VICE PRESIDENTS.
  12. Any Vice President that may have been appointed, in the absence ordisability of the President, shall perform the duties and exercise the powers ofthe President, in the order of their seniority, and shall perform such otherduties as the Board of Directors shall prescribe.

  13. THE SECRETARY.
  14. The Secretary shall keep in safe custody the seal of the corporation andaffix it to any instrument when authorized by the Board of Directors, and shallperform such other duties as may be prescribed by the Board of Directors. The Secretary (or in hisabsence, an Assistant Secretary, but if neither is present another personselected by the Chairman for the meeting) shall have the duty to record theproceedings of the meetings of the stockholders and directors in a book to bekept for that purpose.

  15. CHIEF FINANCIAL OFFICER AND TREASURER.
  16. The Chief Financial Officer shall be the Treasurer, unless the Board ofDirectors shall elect another officer to be the Treasurer. The Treasurer shallhave the care and custody of the corporate funds, and other valuable effects,including securities, and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the corporation and shall deposit all moneysand other valuable effects in the name and to the credit of the corporation insuch depositories as may be designated by the Board of Directors. The Treasurershall disburse the funds of the corporation as may be ordered by the Board,taking proper vouchers for such disbursements, and shall render to the Presidentand directors, at the regular meetings of the Board, or whenever they mayrequire it, an account of all his transactions as Treasurer and of the financialcondition of the corporation. If required by the Board of Directors, theTreasurer shall give the corporation a bond for such term, in such sum and withsuch surety or sureties as shall be satisfactory to the Board for the faithfulperformance of the duties of his office and for the restoration to thecorporation, in case of his death, resignation, retirement or removal fromoffice, of all books, papers, vouchers, money and other property of whateverkind in his possession or under his control belonging to the corporation.

The corporate seal shall be in such form as the Board of Directors shall prescribe.

The books of the corporation may be kept within or without the State ofDelaware, at such place or places as the Board of Directors may, from time totime, determine.

The fiscal year of the corporation shall be fixed, and shall be subject tochange, by the Board of Directors.

Any person who was or is a party or threatened to be made a party to anythreatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative (other than an action by or in theright of the corporation) by reason of the fact that he or she is or was adirector, officer, employee or agent of the corporation or is or was serving atthe request of the corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise(including employee benefit plans) (hereinafter an "indemnitee"), shall beindemnified and held harmless by the corporation to the fullest extentauthorized by the General Corporation Law, as the same exists or may hereafterbe amended (but, in the case of any such amendment, only to the extent that such amendment permits thecorporation to provide broader indemnification than permitted prior thereto),against expenses (including attorneys' fees), judgments, fines and amounts paidin settlement actually and reasonably incurred by such indemnitee in connectionwith such action, suit or proceeding, if the indemnitee acted in good faith andin a manner he or she reasonably believed to be in or not opposed to the bestinterests of the corporation, and with respect to any criminal action orproceeding, had no reasonable cause to believe such conduct was unlawful. Thetermination of the proceeding, whether by judgment, order, settlement,conviction or upon a plea of nolo contendere or its equivalent, shall not, ofitself, create a presumption that the person did not act in good faith and in amanner which he or she reasonably believed to be in or not opposed to the bestinterests of the corporation and, with respect to any criminal action orproceeding, had reasonable cause to believe such conduct was unlawful.



Any person who was or is a party or is threatened to be made a party to anythreatened, pending or completed action or suit by or in the right of thecorporation to procure a judgment in its favor by reason of the fact that he orshe is or was a director, officer, employee or agent of the corporation, or isor was serving at the request of the corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise (including employee benefit plans) shall be indemnified andheld harmless by the corporation to the fullest extent authorized by the GeneralCorporation Law, as the same exists or may hereafter be amended (but, in thecase of any such amendment, only to the extent that such amendment permits thecorporation to provide broader indemnification than permitted prior thereto),against expenses (including attorneys' fees) actually and reasonably incurred by him inconnection with the defense or settlement of such action or suit if he acted ingood faith and in a manner he reasonably believed to be in or not opposed to thebest interests of the corporation and except that no indemnification shall bemade in respect of any claim, issue or matter as to which such person shall havebeen adjudged to be liable to the corporation unless and only to the extent thatthe Court in which such suit or action was brought, shall determine uponapplication, that despite the adjudication of liability but in view of all thecircumstances of the case, such person is fairly and reasonably entitled toindemnity for such expenses which such Court shall deem proper.

All reasonable expenses incurred by or on behalf of the indemnitee inconnection with any suit, action or proceeding, may be advanced to theindemnitee by the corporation.

The rights to indemnification and to advancement of expenses conferred inthis section shall not be exclusive of any other right which any person may haveor hereafter acquire under any statute, the certificate of incorporation,by-law, agreement, vote of stockholders or disinterested directors or otherwise.

The By-Laws may be amended, added to, rescinded or repealed at any meetingof the Board of Directors or of the stockholders, provided that notice of theproposed change was given in the notice of the meeting.

Effective January 3, 2007