Etelos (ETLO) 10-K 2003 FY Annual report

EXHIBIT 3.2

BYLAWS

OF

TRIPATH TECHNOLOGY INC.

A Delaware Corporation

TABLE OF CONTENTS

			Page
ARTICLE 1CORPORATE OFFICES			1
	1.1	REGISTERED OFFICE	1
	1.2	OTHER OFFICES	1
ARTICLE 2MEETINGS OF STOCKHOLDERS			1
	2.1	PLACE OF MEETINGS	1
	2.2	ANNUAL MEETING	1
	2.3	SPECIAL MEETING	2
	2.4	NOTICE OF STOCKHOLDERS’ MEETINGS	2
	2.5	ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS	2
	2.6	MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE	3
	2.7	QUORUM	3
	2.8	ADJOURNED MEETING; NOTICE	4
	2.9	VOTING	4
	2.10	WAIVER OF NOTICE	4
	2.11	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING	4
	2.12	RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS	5
	2.13	PROXIES	5
	2.14	LIST OF STOCKHOLDERS ENTITLED TO VOTE	5
	2.15	CONDUCT OF BUSINESS	6
ARTICLE 3DIRECTORS			6
	3.1	POWERS	6
	3.2	NUMBER OF DIRECTORS	6
	3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS	7
	3.4	RESIGNATION AND VACANCIES	7
	3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE	8
	3.6	REGULAR MEETINGS	8
	3.7	SPECIAL MEETINGS; NOTICE	8
	3.8	QUORUM	8
	3.9	WAIVER OF NOTICE	9
	3.10	ADJOURNED MEETING; NOTICE	9
	3.11	CONDUCT OF BUSINESS	9
	3.12	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING	9
	3.13	FEES AND COMPENSATION OF DIRECTORS	9
	3.14	APPROVAL OF LOANS TO OFFICERS	10
	3.15	REMOVAL OF DIRECTORS	10

TABLE OF CONTENTS
(continued)

			Page
ARTICLE 4COMMITTEES			10
	4.1	COMMITTEES OF DIRECTORS	10
	4.2	COMMITTEE MINUTES	11
	4.3	MEETINGS AND ACTION OF COMMITTEES	11
ARTICLE 5OFFICERS			11
	5.1	OFFICERS	11
	5.2	ELECTION OF OFFICERS	12
	5.3	SUBORDINATE OFFICERS	12
	5.4	REMOVAL AND RESIGNATION OF OFFICERS	12
	5.5	VACANCIES IN OFFICES	12
	5.6	CHAIRMAN OF THE BOARD	12
	5.7	PRESIDENT	12
	5.8	VICE PRESIDENT	13
	5.9	SECRETARY	13
	5.10	CHIEF FINANCIAL OFFICER	13
	5.11	ASSISTANT SECRETARY	14
	5.12	ASSISTANT TREASURER	14
	5.13	AUTHORITY AND DUTIES OF OFFICERS	14
ARTICLE 6INDEMNITY			14
	6.1	THIRD PARTY ACTIONS	14
	6.2	ACTIONS BY OR IN THE RIGHT OF THE CORPORATION	15
	6.3	SUCCESSFUL DEFENSE	16
	6.4	DETERMINATION OF CONDUCT	16
	6.5	PAYMENT OF EXPENSES IN ADVANCE	17
	6.6	INDEMNITY NOT EXCLUSIVE	17
	6.7	INSURANCE INDEMNIFICATION	17
	6.8	THE CORPORATION	17
	6.9	EMPLOYEE BENEFIT PLANS	17
	6.10	CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES	18
ARTICLE 7RECORDS AND REPORTS			18
	7.1	MAINTENANCE AND INSPECTION OF RECORDS	18
	7.2	INSPECTION BY DIRECTORS	19
	7.3	ANNUAL STATEMENT TO STOCKHOLDERS	19
	7.4	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	19

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TABLE OF CONTENTS
(continued)

			Page
ARTICLE 8GENERAL MATTERS			19
	8.1	CHECKS	19
	8.2	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS	20
	8.3	STOCK CERTIFICATES; PARTLY PAID SHARES	20
	8.4	SPECIAL DESIGNATION ON CERTIFICATES	20
	8.5	LOST CERTIFICATES	21
	8.6	CONSTRUCTION; DEFINITIONS	21
	8.7	DIVIDENDS	21
	8.8	FISCAL YEAR	21
	8.9	SEAL	22
	8.10	TRANSFER OF STOCK	22
	8.11	STOCK TRANSFER AGREEMENTS	22
	8.12	REGISTERED STOCKHOLDERS	22
ARTICLE 9AMENDMENTS			22

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BYLAWS

OF

TRIPATH TECHNOLOGY INC.

ARTICLE 1

CORPORATE OFFICES

          1.1       REGISTERED OFFICE

          The registered office of the corporation shall be fixed in the certificate of incorporation of the corporation.

          1.2       OTHER OFFICES

          The board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

          2.1       PLACE OF MEETINGS

          Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of direc­tors.  In the absence of any such designation, stockholders’ meetings shall be held at the registered office of the corporation.

          2.2       ANNUAL MEETING

          The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors.  In the absence of such designation, the annual meeting of stockholders shall be held on the 2nd Thursday in May in each year at 10:00 a.m.  However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day.  At the meeting, directors shall be elected and any other proper business may be transacted.

          2.3       SPECIAL MEETING

          A special meeting of the stockholders may be called at any time by the board of directors, or by the chairman of the board, or by the president, or by one or more stockholders holding shares in the aggregate entitled to cast not less than thirty percent (30%) of the votes at that meeting.

          If a special meeting is called by any person or persons other than the board of directors or the president or the chairman of the board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president or the secretary of the corporation.  The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request.  If the notice is not given within twenty (20) days after receipt of the request, then the person or persons requesting the meeting may give the notice.  Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

          2.4       NOTICE OF STOCKHOLDERS’ MEETINGS

          All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.6 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.  The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

          2.5       ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

          To be properly brought before an annual meeting or special meeting, nominations for the election of director or other 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 such nominations or other business to be considered properly brought before the meeting by a stockholder, such stockholder must have given timely written notice and in proper form of his intent to bring such business before such meeting.  To be timely, such stockholder’s notice must be delivered to or mailed and received by the secretary of the corporation not less than one hundred twenty (120) days prior to the date of the corporation’s proxy statement released to stockholders in connection with the corporation’s previous year’s annual meeting of stockholders.  To be in proper form, a stockholder’s notice to the secretary shall set forth:

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                       (i)         the name and address of the stockholder who intends to make the nominations, propose the business, and, as the case may be, the name and address of the person or persons to be nominated or the nature of the business to be proposed;

                       (ii)        a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice or introduce the business specified in the notice;

                       (iii)       if applicable, a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder;

                       (iv)       such other information regarding each nominee or each matter of business to be proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, or the matter been proposed, or intended to be proposed by the board of directors; and

                       (v)        if applicable, the consent of each nominee to serve as director of the corporation if so elected.

          The chairman of the meeting may refuse to acknowledge the nomination of any person or the proposal of any business not made in compliance with the foregoing procedure.

          2.6       MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

          Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.  An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

          2.7       QUORUM

          The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as other­wise provided by statute or by the certificate of incorporation.  If, however, such quorum is not present or represented at any meeting of the stockholders, then the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.  At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

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          2.8       ADJOURNED MEETING; NOTICE

          When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the 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 that might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) 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.

          2.9       VOTING

          The stockholders entitled to vote at any meeting of stock­holders shall be determined in accordance with the provisions of Section 2.12 and 2.14 of these bylaws, subject to the provisions of Sec­tions 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

          Except as may be otherwise provided in the certificate of incorpora­tion, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

          2.10      WAIVER OF NOTICE

          Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, 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.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

          2.11      STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

          Notwithstanding the following provisions of this Section 2.11, effective upon the listing of the Common Stock of the corporation on the Nasdaq Stock Market and the registration of any class of securities of the corporation pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the stockholders of the corporation may not take action by written consent without a meeting but must take any such actions at a duly called annual or special meeting.

          Except as otherwise provided in this Section 2.11, any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation, or any action that may be taken at any annual or special meeting of such stock­holders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that

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would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

          Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corpora­tion Law of Delaware if such action had been voted on by stock­holders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

          2.12      RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

          In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corpo­rate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

          If the board of directors does not so fix a record date, the fixing of such record date shall be governed by the provisions of Section 213 of the General Corporation Law of Delaware.

          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.

          2.13      PROXIES

          Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.  A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact.  The revoca­bility of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware.

          2.14      LIST OF STOCKHOLDERS ENTITLED TO VOTE

          The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled

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to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meet­ing during the whole time thereof, and may be inspected by any stockholder who is present.

          2.15      CONDUCT OF BUSINESS

          Meetings of stockholders shall be presided over by the chairman of the board, if any, or in his absence by the president, or in his absence by a vice president, or in the absence of the foregoing persons by a chairman designated by the board of directors, or in the absence of such designation by a chairman chosen at the meeting.  The secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.  The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such matters as the regulation of the manner of voting and conduct of business.

ARTICLE 3

DIRECTORS

          3.1       POWERS

          Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

          3.2       NUMBER OF DIRECTORS

          The board of directors shall consist of four members.  The board of directors may increase or decrease the number of directors constituting the board of directors upon the approval of a majority of the directors then in office.  The number of directors so determined shall be the authorized number of directors of the corporation. 

          No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

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          3.3       ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

          Except as provided in Section 3.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting.  Directors need not be stock­holders unless so required by the certificate of incorporation or these bylaws, wherein other qualifications for directors may be prescribed.  Each director, including a director elected to fill a vacancy, shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

          Elections of directors need not be by written ballot.

          3.4       RESIGNATION AND VACANCIES

          Any director may resign at any time upon written notice to the corporation.  When one or more directors so resigns and the resig­na­tion is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effec­tive, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

          Unless otherwise provided in the certificate of incorporation or these bylaws:

           (i)       Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

          (ii)      Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

          If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Law of Delaware.

          If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon applica­tion of any stockholder or stockholders holding at least ten (10) percent of the total number of the shares at the time outstanding having the

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right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable.

          3.5       PLACE OF MEETINGS; MEETINGS BY TELEPHONE

          The board of directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

          Unless otherwise restricted by the certificate of incorpora­tion or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

          3.6       REGULAR MEETINGS

          Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

          3.7       SPECIAL MEETINGS; NOTICE

          Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two (2) directors.

          Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation.  If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting.  If the notice is delivered personally or by telephone or by telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting.  Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director.  The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

          3.8       QUORUM

          At all meetings of the board of directors, a majority of the authorized number of directors shall 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 statute or by the certificate of incorporation.  If a quorum

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is not present at any meeting of the board of direc­tors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

          3.9       WAIVER OF NOTICE

          Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, 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.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

          3.10      ADJOURNED MEETING; NOTICE

          If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

          3.11      CONDUCT OF BUSINESS

          Meetings of the board of directors shall be presided over by the chairman of the board, if any, or in his absence by the chief executive officer, or in their absence by a chairman chosen at the meeting by a majority of the directors present.  The secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.  The chairman of any meeting shall determine the order of business and the procedures at the meeting.

          3.12      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

          Unless otherwise restricted by the certificate of incorpora­tion or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board or committee.

          3.13      FEES AND COMPENSATION OF DIRECTORS

          Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director.  No

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such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

          3.14      APPROVAL OF LOANS TO OFFICERS

          The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the cor­poration or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation.  The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the board of direc­tors shall approve, including, without limitation, a pledge of shares of stock of the corporation.  Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

          3.15      REMOVAL OF DIRECTORS

          Unless otherwise restricted by statute, by the certificate of incorporation or by these bylaws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

          No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE 4

COMMITTEES

          4.1       COMMITTEES OF DIRECTORS

          The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directors of the corpo­ra­tion.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disquali­fied member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the board of directors or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent autho­rized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the

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General Corporation Law of Delaware, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corpo­ration or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation), (ii) adopt an agreement of merger or consolidation under Sec­tions 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware.

          4.2       COMMITTEE MINUTES

          Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

          4.3       MEETINGS AND ACTION OF COMMITTEES

          Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 3 of these bylaws, Section 3.5 (place of meetings and meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), Section 3.10 (adjournment and notice of adjournment), and Section 3.12 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the com­mittee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may also be called by resolution of the board of directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE 5

OFFICERS

          5.1       OFFICERS

          The officers of the corporation shall be a president, one or more vice presidents, a secretary, and a chief financial officer. The corpora­tion may also have, at the discretion of the board of directors, a chairman of the board, one or more assistant vice presidents, assistant secretaries, assistant treasurers, and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws.  Any number of offices may be held by the same person.

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          5.2       ELECTION OF OFFICERS

          The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be chosen by the board of directors, subject to the rights, if any, of an officer under any contract of employment.

          5.3       SUBORDINATE OFFICERS

          The board of directors may appoint, or empower the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are pro­vided in these bylaws or as the board of directors may from time to time determine.

          5.4       REMOVAL AND RESIGNATION OF OFFICERS

          Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the board of directors at any regular or special meeting of the board or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

          Any officer may resign at any time by giving written notice to the corporation.  Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the accep­tance of the resignation shall not be necessary to make it effec­tive. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

          5.5       VACANCIES IN OFFICES

          Any vacancy occurring in any office of the corporation shall be filled by the board of directors in the manner prescribed in these bylaws for regular appointments to that office.

          5.6       CHAIRMAN OF THE BOARD

          The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these bylaws.  If there is no president, then the chairman of the board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws.

          5.7       PRESIDENT

          Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision,

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direction, and control of the business and the officers of the corporation.  He shall preside at all meetings of the shareholders and, in the absence or nonexis­tence of a chairman of the board, at all meetings of the board of directors.  He shall have the general powers and duties of manage­ment usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws.

          5.8       VICE PRESIDENT

          In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors, these bylaws, the president or the chairman of the board.

          5.9       SECRETARY

          The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and share­holders.  The minutes shall show the time and place of each meet­ing, whether regular or special (and, if special, how autho­rized and the notice given), the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof.

          The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolu­tion of the board of directors, a share register, or a dupli­cate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

          The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required to be given by law or by these bylaws.  He shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws.

          5.10      CHIEF FINANCIAL OFFICER

          The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disburse­ments, gains, losses, capital, retained earnings, and shares.  The books of account shall at all reasonable times be open to inspection by any director.

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          The chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such deposi­taries as may be designated by the board of directors.  He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.

          The chief financial officer shall be the treasurer of the corporation unless otherwise designated by the board of directors.

          5.11      ASSISTANT SECRETARY

          The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the stockholders or board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors or the stockholders may from time to time prescribe.

          5.12      ASSISTANT TREASURER

          The assistant treasurer, or, if there is more than one, the assistant treasurers, in the order determined by the stockholders or board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors or the stockholders may from time to time prescribe.

          5.13      AUTHORITY AND DUTIES OF OFFICERS

          In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors or the stockholders.

ARTICLE 6

INDEMNITY

          6.1       THIRD PARTY ACTIONS

          The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by an agent of the corporation), or is or was serving at the request of the corporation, any predecessor of the corporation, or any subsidiary of the

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corporation, as a director or officer of another corporation, partnership, joint venture trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

          The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by an agent of the corporation), or is or was serving at the request of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, as an employee or agent of another corporation, partnership, joint venture trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

          6.2       ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

          The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, to procure a judgment in its favor by reason of the fact that he is or was a director or officer of corporation, any predecessor of the corporation, or any subsidiary of the corporation, or is or was serving at the request of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in manner he reasonably believed to be in or not opposed to the best interests of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be

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liable to the corporation, any predecessor of the corporation, or any subsidiary of the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

          The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, to procure a judgment in its favor by reason of the fact that he is or was an employee or agent of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, or is or was serving at the request of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in manner he reasonably believed to be in or not opposed to the best interests of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, any predecessor of the corporation, or any subsidiary of the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

          6.3       SUCCESSFUL DEFENSE

          To the extent that a director, officer, employee or agent of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

          6.4       DETERMINATION OF CONDUCT

          Any indemnification under Sections 6.1 and 6.2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 6.1 and 6.2.  Such determination shall be made (1) by the board of Directors or the Executive Committee by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

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          6.5       PAYMENT OF EXPENSES IN ADVANCE

          Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article 6.

          6.6       INDEMNITY NOT EXCLUSIVE

          The indemnification and advancement of expenses provided or granted pursuant to the other subsections of this section shall not be deemed exclusive of any other rights or limiting any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, certificate of incorporation, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another while holding such office.

          6.7       INSURANCE INDEMNIFICATION

          The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, any predecessor of the corporation, or any subsidiary of the corporation, or is or was serving at the request of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article 6.

          6.8       THE CORPORATION

          For purposes of this Article 6, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under and subject to the provisions of this Article 6 (including, without limitation the provisions of Section 6.4) with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

          6.9       EMPLOYEE BENEFIT PLANS

          For purposes of this Article 6, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall

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include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article 6.

          6.10      CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

          The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 6 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE 7

RECORDS AND REPORTS

          7.1       MAINTENANCE AND INSPECTION OF RECORDS

          The corporation shall, either at its principal executive office or at such place or places as designated by the board of directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date, accounting books, and other records.

          Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom.  A proper purpose shall mean a purpose reasonably related to such person’s interest as a stock­holder.  In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

          The officer who has charge of the stock ledger of a corpora­tion shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at

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the time and place of the meet­ing during the whole time thereof, and may be inspected by any stockholder who is present.

          7.2       INSPECTION BY DIRECTORS

          Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom.  The Court may, in its discretion, prescribe any limita­tions or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

          7.3       ANNUAL STATEMENT TO STOCKHOLDERS

          The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

          7.4       REPRESENTATION OF SHARES OF OTHER CORPORATIONS

          The chairman of the board, the president, any vice president, the treasurer, the secretary or assistant secretary of this corpo­ration, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, repre­sent, and exercise on behalf of this corporation all rights inci­dent to any and all shares of any other corporation or corporations standing in the name of this corporation.  The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

ARTICLE 8

GENERAL MATTERS

          8.1       CHECKS

          From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

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          8.2       EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

          The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances.  Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

          8.3       STOCK CERTIFICATES; PARTLY PAID SHARES

          The shares of a corporation shall be represented by certifi­cates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certifi­cate until such certificate is surrendered to the corporation.  Not­withstanding the adoption of such a resolution by the board of directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares 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, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form.  Any or all of the signatures 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 has 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.

          The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consid­eration to be paid therefor.  Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertifi­cated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.  Upon the declaration of any dividend on fully paid shares, the corpora­tion shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

          8.4       SPECIAL DESIGNATION ON CERTIFICATES

          If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, how­ever, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock

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a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

          8.5       LOST CERTIFICATES

          Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued cer­tificate unless the latter is surrendered to the corporation and can­celled at the same time.  The corporation may issue a new certifi­cate of stock or uncertificated shares in the place of any certifi­cate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal represen­tative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

          8.6       CONSTRUCTION; DEFINITIONS

          Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these bylaws.  Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

          8.7       DIVIDENDS

          The directors of the corporation, subject to any restrictions contained in the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock pursuant to the General Corporation Law of Delaware.  Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

          The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

          8.8       FISCAL YEAR

          The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.

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          8.9       SEAL

          The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the board of directors, and may use the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

          8.10      TRANSFER OF STOCK

          Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accom­panied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

          8.11      STOCK TRANSFER AGREEMENTS

          The corporation shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

          8.12      REGISTERED STOCKHOLDERS

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

ARTICLE 9

AMENDMENTS

          Subject to any voting requirements set forth in the corporation’s certificate of incorporation, the original or other bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors.  The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

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