BYLAWS
OF
SWIFT START CORP.
(a Delaware corporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in
the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-
Chairperson of the Board of Directors, if any, or by the Chief Executive Officer or a Vice-Chief
Executive Officer and by the Chief Financial Officer or an Assistant Financial Officer or the
Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such
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 bythe corporation with
the same effect as if such person 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 anyclass of stock, and whenever the corporation shall issue anyshares of
its stock as partlypaid stock, the certificates representing shares of anysuch 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 conspicuouslyon the certificate representingsuch shares.
The corporation mayissue a new certificate of stock or uncertificated shares 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 the lost, stolen, or destroyed certificate, or such
owner's legal representative, to give the corporation a bond sufficient to indemnify the corporation
against any claim that maybe made against it on account of the alleged loss, theft, or destruction of
anysuch certificate or the issuance of anysuch new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General Corporation Law, 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 the stock of the corporation shall be
uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated
shares, the corporation shall send to the registered owner thereof any written notice prescribed by
the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall
(1) arrange for the disposition of fractional interests bythose entitled thereto, (2) payin cash the fair
value of fractions of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or
uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive
a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a
fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless
otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon,
and to participate in any of the assets of the corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions that they shall become
void if not exchanged for certificates representing the full shares or uncertificated full shares before
a specified date, or subject to the conditions that the shares for which scrip or warrants are
exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of
scrip or warrants, or subject to anyother conditions which the Board of Directors mayimpose.
4. STOCK TRANSFERS. Upon compliance with provisions restrictingthe transfer
or registration of transfer of shares of stock, if any, transfers or registration of transfers 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 the registered holder's attorneythereunto authorized bypower of attorneyduly
executed and filed with the Secretaryof the corporation or with a transfer agent or a registrar, if any,
and, in the case of shares represented bycertificates, on surrender of the certificate or certificates for
such shares of stock properlyendorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. 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 is 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 daynext preceding the dayon 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; provided, 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 consent to corporate action in writing without a meeting, 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 date shall not be
more than ten days after the date upon which the resolution fixing the record date is adopted bythe
Board of Directors. If no record date has been fixed by the Board of Directors, the record date for
determining the stockholders entitled to consent to corporate action in writing without a meeting,
when no prior action bythe Board of Directors is required bythe General Corporation Law, shall be
the first date on which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its principal place of business or an officer or
agent of the corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by the General Corporation Law, the record date for
determining stockholders entitled to consent to corporate action in writing without a meeting shall
be at the close of business on the day on which the Board of Directors adopts the resolution taking
such prior action. In order that the corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of anyrights or the stockholders entitled
to exercise anyrights in respect of anychange, conversion, or exchange of stock, or for the purpose
of anyother lawful action, the Board of Directors mayfix 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 is fixed, the record date for
determining stockholders for anysuch purpose shall be at the close of business on the dayon which
the Board of Directors adopts the resolution relatingthereto.
6. MEANING OF CERTAIN TERMS. 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, except as anyprovision of law mayotherwise require.
7. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at the time fixed, from
time to time, by the directors, provided, that the first annual meeting shall be held on a date within
thirteen months after the organization of the corporation, and each successive annual meeting shall
be held on a date within thirteen months after the date of the preceding annual meeting. A special
meetingshall be held on the date and at the time fixed bythe directors.
- PLACE. Annual meetings and special meetings may be held at such place, either
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. The board of directors may also, in its sole discretion,
determine that the meeting shall not be held at any place, but may instead be held solely by means
of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation
Law. If a meeting by remote communication is authorized by the board of directors in its sole
discretion, and subject to guidelines and procedures as the board of directors may adopt,
stockholders and proxyholders not physically present at a meeting of stockholders may, by means
of remote communication participate in a meeting of stockholders and be deemed present in person
and vote at a meeting of stockholders whether such meeting is to be held at a designated place or
solely by means of remote communication, provided that (a) the corporation shall implement
reasonable measures to verifythat each person deemed present and permitted to vote at the meeting
by means of remote communication is a stockholder or proxyholder, (b) the corporation shall
implement reasonable measures to provide such stockholders and proxyholders a reasonable
opportunity to participate in the meeting and to vote on matters submitted to the stockholders,
including an opportunity to read or hear the proceedings of the meeting substantially concurrently
with such proceedings, and (c) if any stockholder or proxyholder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action shall be
maintained bythe corporation.
- CALL. Annual meetings and special meetings maybe called bythe directors or by
anyofficer instructed bythe directors to call the meeting.
- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, which shall state the place, if any, date, and hour of the meeting, the means of remote
communication, if any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such meeting, and in the case of a special meeting, the purpose or purposes for
which the meeting is called. The notice of an annual meeting shall state that the meeting is called
for the election of directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice of any meeting shall also
include, or be accompanied by, any additional statements, information, or documents prescribed by
the General Corporation Law. Except as otherwise provided by the General Corporation Law, the
written notice of any meeting shall be given not less than ten days nor more than sixty days before
the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice is
given when deposited in the United States mail, postage prepaid, directed to the stockholder at such
stockholder=s address as it appears on the records of the corporation. If a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the time, place, if any,
thereof, and the means of remote communications, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact
any business which might have been transacted at the original meeting. If the adjournment is for
more than 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. Whenever notice is required to be given under the Delaware General Corporation Law,
certificate of incorporation or bylaws, a written waiver signed by the person entitled to notice, or a
waiver by electronic transmission by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when the stockholder
attends the 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 anywritten waiver of notice or anywaiver byelectronic transmission unless so
required bythe certificate of incorporation or these bylaws.
- STOCKHOLDER LIST. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of anystockholder, for anypurpose germane
to the meeting for a period of at least ten days prior to the meeting on a reasonably accessible
electronic network, provided that the information required to gain access to such list is provided
with the notice of the meetingor duringordinarybusiness hours at the principal place of business of
the corporation. In the event that the corporation determines to make the list available on an
electronic network, the corporation may take reasonable steps to ensure that such information is
available onlyto stockholders of the corporation. If the meeting is to be held at a place, then the list
shall be produced and kept at the time and place of the meeting during the whole time thereof, and
maybe inspected byanystockholder who is present. If the meeting is to be held solelybymeans of
remote communication, then the list shall also be open to the examination of anystockholder during
the whole time of the meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting. The stock ledger shall
be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list
required by this section or the books of the corporation, or to vote in person or by proxy at any
meetingof stockholders.
- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over
by one of the following officers in the order of seniority and if present and acting - the Chairperson
of the Board, if any, the Vice-Chairperson of the Board, if any, the Chief Executive Officer, a Vice-
Chief Executive Officer, or, if none of the foregoing is in office and present and acting, by a
chairperson to be chosen by the stockholders. The Secretary of the corporation, or in such
Secretary's absence, an Assistant Secretary, shall act as secretaryof everymeeting, but if neither the
Secretary nor an Assistant Secretary is present the chairperson of the meeting shall appoint a
secretaryof the meeting.
- PROXY REPRESENTATION. 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 such stockholder byproxy, but no such proxyshall be
voted or acted upon after 3 years from its date, unless the proxy provides for a longer period. A
stockholder mayexecute a writing authorizing another person or persons to act for such stockholder
as proxy. Execution may be accomplished by the stockholder or such stockholder=s authorized
officer, director, employee or agent signing such writing or causing such person=s signature to be
affixed to such writing by any reasonable means including, but not limited to, by facsimile
signature. A stockholder may also authorize another person or persons to act for such stockholder
as proxybytransmittingor authorizingthe transmission of a telegram, cablegram, or other means of
electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation
firm, proxysupport service organization or like agent dulyauthorized bythe person who will be the
holder of the proxy to receive such transmission, provided that any such telegram, cablegram or
other means of electronic transmission must either set forth or be submitted with information from
which it can be determined that the telegram, cablegram or other electronic transmission was
authorized by the stockholder. If it is determined that such telegrams, cablegrams or other
electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons
making the determination shall specify the information upon which they relied. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or transmission created
pursuant to Section 212(c) of the Delaware General Corporation Law maybe substituted or used in
lieu of the original writing or transmission for anyand all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing or transmission. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is
coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an interest in the stock
itself or an interest in the corporation generally.
- INSPECTORS. The directors, in advance of any meeting, may, but need not,
appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an
inspector or inspectors are not appointed, the person presiding at the meeting may, but need not,
appoint one or more inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering
upon the discharge of duties of inspector, shall take and sign an oath faithfullyto execute the duties
of inspector at such meeting with strict impartiality and according to the best of such inspector's
ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the
voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all
challenges and questions arising in connection with 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 or
vote with fairness to all stockholders. On request of the person presiding at the meeting, the
inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter
determined by such inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors. Except as may otherwise be required by subsection (e) of Section 231 of
the General Corporation Law, the provisions of that Section shall not applyto the corporation.
- QUORUM. The holders of a majority of the outstanding shares of stock shall
constitute a quorum at a meeting of stockholders for the transaction of any business. The
stockholders present mayadjourn the meetingdespite the absence of a quorum.
- VOTING. Each share of stock shall entitle the holder thereof to one vote.
Directors shall be elected bya pluralityof the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors. Any other action shall be
authorized by a majority of the votes cast except where the General Corporation Law prescribes a
different percentage of votes and/or a different exercise of voting power, and except as may be
otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws. In the
election of directors, and for anyother action, votingneed not be byballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision
of the General Corporation Law may otherwise require, any action required by the General
Corporation Law to be taken at any annual or special meeting of stockholders, or any action which
may be taken at any annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. A telegram, cablegram or other electronic
transmission consenting to an action to be taken and transmitted bya stockholder or proxyholder, or
by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be
written, signed and dated for the purposes of this section, provided that any such telegram,
cablegram or other electronic transmission sets forth or is delivered with information from which
the corporation can determine that the telegram, cablegram or other electronic transmission was
transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the
stockholder or proxyholder and the date on which such stockholder or proxyholder or authorized
person or persons transmitted such telegram, cablegram or electronic transmission. The date on
which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the
date on which such consent was signed. No consent given by telegram, cablegram or other
electronic transmission shall be deemed to have been delivered until such consent is reproduced in
paper form and until such paper shall be delivered to the corporation by delivery to its principal
place of business or an officer or agent of the corporation having custody of the book in which the
proceedings of meetings of stockholders are recorded, to the extent and in the manner provided by
resolution of the board of directors of the corporation..
Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the original writing for
any and all purposes for which the original writing could be used, provided that such copy,
facsimile or other reproduction shall be a complete reproduction of the entire original writing.
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. Action
taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General
Corporation Law.
ARTICLEII
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation
shall be managed byor under the direction of the Board of Directors of the corporation. The Board
of Directors shall have the authorityto fix the compensation of the members thereof. The use of the
phrase "whole board" herein refers to the total number of directors which the corporation would
have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors
shall consist of two (2) persons. Thereafter the number of directors constituting the whole board
shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors,
such number may be fixed from time to time by action of the stockholders or of the directors. The
number of directors may be increased or decreased byaction of the stockholders or of the directors.
3. ELECTION AND TERM. The first Board of Directors, unless the members
thereof shall have been named in the certificate of incorporation, shall be elected by the
incorporator or incorporators and shall hold office until their successors are elected and qualified or
until their earlier resignation or removal. Any director may resign at any time upon notice given in
writing or by electronic transmission to the corporation. Thereafter, directors who are elected at an
annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and
newlycreated directorships, shall hold office until the next annual meetingof stockholders and until
their successors are elected and qualified or until their earlier resignation or removal. Except as the
General Corporation Law may otherwise require, in the interim between annual meetings of
stockholders or of special meetings of stockholders called for the election of directors and/or for the
removal of one or more directors and for the filling of any vacancy in that connection, newly
created directorships and any vacancies in the Board of Directors, including unfilled vacancies
resulting from the removal of directors for cause or without cause, 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
remainingdirector.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix, except that the
first meeting of a newly elected Board shall be held as soon after its election as the directors may
convenientlyassemble.
- PLACE. Meetings shall be held at such place within or without the State of
Delaware as shall be fixed bythe Board.
- CALL. No call shall be required for regular meetings for which the time and place
have been fixed. Special meetings may be called by or at the direction of the Chairperson of the
Board, if any, the Vice-Chairperson of the Board, if any, of the Chief Executive Officer, or of a
majorityof the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed. Written, oral, or any
other mode of notice of the time and place shall be given for special meetings in sufficient time for
the convenient assembly of the directors thereat. Whenever notice is required to be given under the
Delaware General Corporation Law, certificate of incorporation or bylaws, a written waiver signed
by the person entitled to notice, or a waiver by electronic transmission by the person entitled to
notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting,
except when such 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
meetingof the directors need be specified in anywritten waiver of notice.
- QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided, that such majority shall constitute at least
one-third of the whole Board. A majority of the directors present, whether or not a quorum is
present, may adjourn a meeting to another time and place. Except as herein otherwise provided,
and except as otherwise provided by the General Corporation Law, the vote of the majority of the
directors present at a meeting at which a quorum is present shall be the act of the Board. The
quorum and voting provisions herein stated shall not be construed as conflicting with any
provisions of the General Corporation Law and these Bylaws which govern a meeting of directors
held to fill vacancies and newly created directorships in the Board or action of disinterested
directors.
Any member or members of the Board of Directors or of any committee designated
bythe Board, mayparticipate in a meeting of the Board, or anysuch committee, as the case maybe,
by means of conference telephone or similar communications equipment by means of which all
persons participatingin the meetingcan hear each other.
- CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and
if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairperson of the Board, if
any and if present and acting, or the Chief Executive Officer, if present and acting, or any other
director chosen bythe Board, shall preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the
General Corporation Law, 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.
6. COMMITTEES. The Board of Directors maydesignate one or more committees,
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 any member of any such committee or committees, the member or members thereof present at
anymeeting and not disqualified from voting, whether or not such member or members 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, shall have and mayexercise all the powers and authorityof
the Board of Directors in the management of the business and affairs of the corporation with the
exception of any power or authority the delegation of which is prohibited by Section 141 of the
General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers
which mayrequire it.
7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or 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 or electronic
transmission, and the writing or writings or electronic transmission or transmissions are filed with
the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the minutes are maintained
in electronic form.
ARTICLEIII
OFFICERS
The officers of the corporation shall consist of a Chief Executive Officer, a Chief
Fianncial Officer, and a Secretary, and, if deemed necessary, expedient, or desirable bythe Board of
Directors, a Chairperson of the Board, a Vice-Chairperson of the Board, a Vice-Chief Executive
Officer, one or more other Vice-Chief Executive Officers, one or more Assistant Secretaries, one or
more Assistant Financial Officers, and such other officers with such titles as the resolution of the
Board of Directors choosing them shall designate. Except as may otherwise be provided in the
resolution of the Board of Directors choosing such officer, no officer other than the Chairperson or
Vice-Chairperson of the Board, if any, need be a director. Any number of offices may be held by
the same person, as the directors maydetermine.
Unless otherwise provided in the resolution choosing such officer, each officer shall
be chosen for a term which shall continue until the meeting of the Board of Directors following the
next annual meeting of stockholders and until such officer's successor shall have been chosen and
qualified.
All officers of the corporation shall have such authority and perform such duties in
the management and operation of the corporation as shall be prescribed in the resolutions of the
Board of Directors designating and choosing such officers and prescribing their authority and
duties, and shall have such additional authority and duties as are incident to their office except to
the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant
Secretaryof the corporation shall record all of the proceedings of all meetings and actions in writing
of stockholders, directors, and committees of directors, and shall exercise such additional authority
and perform such additional duties as the Board shall assign to such Secretary or Assistant
Secretary. Any officer may be removed, with or without cause, by the Board of Directors. Any
vacancyin anyoffice maybe filled bythe Board of Directors.
ARTICLEIV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall prescribe.
ARTICLE V
FISCALYEAR
The fiscal year of the corporation shall be fixed, and shall be subject to change, by
the Board of Directors.
ARTICLEVI
CONTROLOVER BYLAWS
Subject to the provisions of the certificate of incorporation and the provisions of the
General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new
Bylaws maybe exercised bythe Board of Directors or bythe stockholders.
