EXHIBIT 3.54

BYLAWS

BHC HOSPITAL HOLDINGS, INC.

Incorporated under the Laws of the
State of Delaware

Adopted as of
July 22, 2002

TABLE OF CONTENTS

Page

ARTICLE I OFFICES...................................................................... 1

ARTICLE II MEETINGS OF STOCKHOLDERS..................................................... 1

Section 1. Place of Meetings.............................................................. 1
Section 2. Annual Meeting................................................................. 1
Section 3. Special Meetings............................................................... 2
Section 4. Notice of Meetings............................................................. 2
Section 5. List of Stockholders........................................................... 2
Section 6. Quorum......................................................................... 3
Section 7. Voting......................................................................... 3
Section 8. Proxies........................................................................ 3
Section 9. Action Without a Meeting....................................................... 4

ARTICLE III BOARD OF DIRECTORS........................................................... 4

Section 1. Powers......................................................................... 4
Section 2. Election and Term.............................................................. 4
Section 3. Number......................................................................... 4
Section 4. Quorum and Manner of Acting.................................................... 4
Section 5. Organization Meeting........................................................... 5
Section 6. Regular Meetings............................................................... 5
Section 7. Special Meetings; Notice....................................................... 5
Section 8. Removal of Directors........................................................... 6
Section 9. Resignations................................................................... 6
Section 10. Vacancies...................................................................... 6
Section 11. Committees..................................................................... 6
Section 12. Compensation of Directors...................................................... 7
Section 13. Action Without a Meeting....................................................... 7
Section 14. Telephonic Participation in Meetings........................................... 7

ARTICLE IV OFFICERS..................................................................... 7

Section 1. Principal Officers............................................................. 7
Section 2. Election and Term of Office.................................................... 7
Section 3. Other Officers................................................................. 8
Section 4. Removal........................................................................ 8
Section 5. Resignations................................................................... 8
Section 6. Vacancies...................................................................... 8
Section 7. Chairman of the Board.......................................................... 8

Section 8. President and Chief Executive Officer.......................................... 8
Section 9. Vice President................................................................. 9
Section 10. Treasurer...................................................................... 9
Section 11. Secretary...................................................................... 9
Section 12. Salaries....................................................................... 9

ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS.................................... 10

Section 1. Right of Indemnification....................................................... 10
Section 2. Expenses....................................................................... 10
Section 3. Other Rights of Indemnification................................................ 10

ARTICLE VI SHARES AND THEIR TRANSFER.................................................... 11

Section 1. Certificate for Stock.......................................................... 11
Section 2. Stock Certificate Signature.................................................... 11
Section 3. Stock Ledger................................................................... 11
Section 4. Cancellation................................................................... 11
Section 5. Registrations of Transfers of Stock............................................ 12
Section 6. Regulations.................................................................... 12
Section 7. Lost, Stolen, Destroyed or Mutilated Certificates.............................. 12
Section 8. Record Dates................................................................... 12

ARTICLE VII MISCELLANEOUS PROVISIONS..................................................... 13

Section 1. Corporate Seal................................................................. 13
Section 2. Voting of Stocks Owned by the Corporation...................................... 13
Section 3. Dividends...................................................................... 13

ARTICLE VIII AMENDMENTS................................................................... 13

BYLAWS

BHC HOSPITAL HOLDINGS, INC.

(a Delaware corporation)

ARTICLE I

OFFICES

The registered office of the Corporation in the State of Delaware shall
be located in the City of Wilmington, County of New Castle. The Corporation may
establish or discontinue, from time to time, such other offices within or
without the State of Delaware as may be deemed proper for the conduct of the
Corporation's business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings.

All meetings of stockholders shall be held at such place or places,
within or without the State of Delaware, as may from time to time be fixed by
the Board of Directors, or as shall be specified in the respective notices, or
waivers of notice, thereof.

Section 2. Annual Meeting.

The annual meeting of stockholders for the election of Directors and
the transaction of other business shall be held on such date and at such place
as may be designated by the Board of Directors. At each annual meeting the
stockholders entitled to vote shall elect a Board of Directors and may transact
such other proper business as may come before the meeting.

Section 3. Special Meetings.

A special meeting of the stockholders, or of any class thereof entitled
to vote, for any purpose or purposes, may be called at any time by the Chairman
of the Board, if any, the President, the Chief Executive Officer, if any, or by
order of the Board of Directors and shall be called by the Secretary upon the
written request of stockholders holding of record at least 50% of the
outstanding shares of stock of the Corporation entitled to vote at such meeting.
Such written request shall state the purpose or purposes for which such meeting
is to be called.

Section 4. Notice of Meetings.

Except as otherwise provided by law, written notice of each meeting of
stockholders, whether annual or special, stating the place, date and hour of the
meeting shall be given not less than ten days or more than sixty days before the
date on which the meeting is to be held to each stockholder of record entitled
to vote thereat by delivering a notice thereof to him personally or by mailing
such notice in a postage prepaid envelope directed to him at his address as it
appears on the records of the Corporation, unless he shall have filed with the
Secretary of the Corporation a written request that notices intended for him be
directed to another address, in which case such notice shall be directed to him
at the address designated in such request. Notice shall not be required to be
given to any stockholder who shall waive such notice in writing, whether prior
to or after such meeting, or who shall attend such meeting in person or by proxy
unless such attendance is for the express purpose of objecting, at the beginning
of such meeting, to the transactions of any business because the meeting is not
lawfully called or convened. Every notice of a special meeting of the
stockholders, besides the time and place of the meeting, shall state briefly the
objects or purposes thereof.

Section 5. List of Stockholders.

It shall be the duty of the Secretary or other officer of the
Corporation who shall have charge of the stock ledger to prepare and make, at
least ten days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in
his name. 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 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 be kept and produced at the time and place of the meeting during
the whole time thereof and subject to the inspection of any stockholder who may
be present. The original or duplicate ledger shall be the only evidence as to
who are the stockholders entitled to examine such list or the books of the
Corporation or to vote in person or by proxy at such meeting.

Section 6. Quorum.

At each meeting of the stockholders, the holders of record of a
majority of the issued and outstanding stock of the Corporation entitled to vote
at such meeting, present in person or by proxy, shall constitute a quorum for
the transaction of business, except where otherwise provided by law, the
Certificate of Incorporation or these Bylaws. In the absence of a quorum, any
officer entitled to preside at, or act as Secretary of, such meeting shall have
the power to adjourn the meeting from time to time until a quorum shall be
constituted.

Section 7. Voting.

Every stockholder of record who is entitled to vote shall at every
meeting of the stockholders be entitled to one vote for each share of stock held
by him on the record date; except, however, that shares of its own stock
belonging to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held by the Corporation, shall neither be entitled to vote nor counted for
quorum purposes. Nothing in this Section shall be construed as limiting the
right of the Corporation to vote its own stock held by it in a fiduciary
capacity. At all meetings of the stockholders, a quorum being present, all
matters shall be decided by majority vote of the shares of stock entitled to
vote held by stockholders present in person or by proxy, except as otherwise
required by law or the Certificate of Incorporation. Unless demanded by a
stockholder of the Corporation present in person or by proxy at any meeting of
the stockholders and entitled to vote thereat or so directed by the chairman of
the meeting or required by law, the vote thereat on any question need not be by
written ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or in his name by his proxy, if there be such proxy, and
shall state the number of shares voted by him and the number of votes to which
each share is entitled.

Section 8. Proxies.

Each stockholder entitled to vote at a meeting of stockholders or to
express consent to corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy. A proxy acting for any
stockholder shall be duly appointed by an instrument in writing subscribed by
such stockholder. No proxy shall be valid after the expiration of three years
from the date thereof unless the proxy provides for a longer period.

Section 9. Action Without a Meeting.

Any action required 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.
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.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers.

The business and affairs of the Corporation shall be managed under the
direction of the Board of Directors.

Section 2. Election and Term.

Except as otherwise provided by law, Directors shall be elected at the
annual meeting of stockholders or any special meeting of stockholders and shall
hold office until the next annual meeting of stockholders and until their
successors are elected and qualify, or until they sooner die, resign or are
removed. At each annual meeting of stockholders or any special meeting of
stockholders, at which a quorum is present, the persons receiving a plurality of
the votes cast shall be the Directors. Acceptance of the office of Director may
be expressed orally or in writing, and attendance at the organization meeting
shall constitute such acceptance.

Section 3. Number.

The number of Directors shall be such number as determined from time to
time by the Board of Directors and initially shall be two (2).

Section 4. Quorum and Manner of Acting.

Unless otherwise provided by law, the presence of 50% of the whole
Board of Directors shall be necessary to constitute a quorum for the transaction
of business. In the absence of a quorum, a majority of the Directors present may
adjourn the meeting from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given. At all meetings of Directors, a quorum
being present, all matters shall be decided by the affirmative vote of a
majority of the Directors

present, except as otherwise required by law. The Board of Directors may hold
its meetings at such place or places within or without the State of Delaware as
the Board of Directors may from time to time determine or as shall be specified
in the respective notices, or waivers of notice, thereof.

Section 5. Organization Meeting.

Immediately after each annual meeting of stockholders for the election
of Directors the Board of Directors shall meet at the place of the annual
meeting of stockholders for the purpose of organization, the election of
officers and the transaction of other business. Notice of such meeting need not
be given. If such meeting is held at any other time or place, notice thereof
must be given as hereinafter provided for special meetings of the Board of
Directors, subject to the execution of a waiver of the notice thereof signed by,
or the attendance at such meeting of, all Directors who may not have received
such notice.

Section 6. Regular Meetings.

Regular meetings of the Board of Directors may be held at such place,
within or without the State of Delaware, as shall from time to time be
determined by the Board of Directors. After there has been such determination,
and notice thereof has been once given to each member of the Board of Directors
as hereinafter provided for special meetings, regular meetings may be held
without further notice being given.

Section 7. Special Meetings; Notice.

Special meetings of the Board of Directors shall be held whenever
called by the Chairman of the Board, if any, the President, the Chief Executive
Officer, if any, or by any two Directors. Notice of each such meeting shall be
mailed to each Director, addressed to him at his residence or usual place of
business, at least three days before the date on which the meeting is to be
held, or shall be sent to him at such place by e-mail or facsimile, or be
delivered personally or by telephone, not later than the day before the day on
which such meeting is to be held. Each such notice shall state the time and
place of the meeting and, as may be required, the purposes thereof. Notice of
any meeting of the Board of Directors need not be given to any Director if he
shall sign a written waiver thereof either before or after the time stated
therein for such meeting, or if he shall be present at the meeting. Unless
limited by law, the Certificate of Incorporation, these Bylaws or the terms of
the notice thereof, any and all business may be transacted at any meeting
without the notice thereof having specifically identified the matters to be
acted upon.

Section 8. Removal of Directors.

Any Director or the entire Board of Directors may be removed, with or
without cause, at any time, by action of the holders of record of the majority
of the issued and outstanding stock of the Corporation (a) present in person or
by proxy at a meeting of holders of such stock and entitled to vote thereon or
(b) by a consent in writing in the manner contemplated in Section 9 of Article
II, and the vacancy or vacancies in the Board of Directors caused by any such
removal may be filled by action of such a majority at such meeting or at any
subsequent meeting or by consent.

Section 9. Resignations.

Any Director of the Corporation may resign at any time by giving
written notice to the Chairman of the Board, if any, the President, the Chief
Executive Officer, if any, or the Secretary of the Corporation. The resignation
of any Director shall take effect upon receipt of notice thereof or at such
later time as shall be specified in such notice; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

Section 10. Vacancies.

Any newly created directorships and vacancies occurring in the Board by
reason of death, resignation, retirement, disqualification or removal, with or
without cause, may be filled by vote of a majority of the directors then in
office, although less than a quorum, and such Director shall hold office until
the next meeting of stockholders at which the election of Directors is in the
regular order of business, and until his successor has been elected and
qualifies, or until he sooner dies, resigns or is removed.

Section 11. Committees.

The Board of Directors may, by resolution passed by a majority of the
entire Board of Directors, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
such committee. In the absence or disqualification of a member of a committee,
and in the absence of a designation by the Board of Directors of an alternate
member to replace the absent or disqualified member, 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 absent or
disqualified member. Any committee, to the extent allowed by law and provided in
the resolution establishing such committee, 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. Each committee shall keep regular minutes and
report to the Board of Directors when required.

Section 12. Compensation of Directors.

Directors, as such, except as may be otherwise provided by the Board,
shall not receive any stated salary for their services, but, by resolution of
the Board of Directors, a specific sum fixed by the Board plus expenses may be
allowed for attendance at each regular or special meeting of the Board or any
committee thereof, provided, however, that nothing herein contained shall be
construed to preclude any Director from serving the Corporation or any parent or
subsidiary corporation thereof in any other capacity and receiving compensation
therefor.

Section 13. Action Without a Meeting.

Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if a written consent thereto
is signed by all members of the Board, and such written consent is filed with
the minutes or proceedings of the Board.

Section 14. Telephonic Participation in Meetings.

Members of the Board of Directors may participate in a meeting of the
Board 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 shall constitute presence in person at such meeting.

ARTICLE IV

OFFICERS

Section 1. Principal Officers.

The Board of Directors shall elect a President, a Secretary and a
Treasurer, and may in addition elect a Chairman of the Board, a Chief Executive
Officer, one or more Vice Presidents and such other officers as it deems fit;
the President, the Secretary, the Treasurer, the Chairman of the Board (if any),
the Chief Executive Officer (if any) and the Vice Presidents (if any) being the
principal officers of the Corporation. One person may hold, and perform the
duties of, any two or more of said offices.

Section 2. Election and Term of Office.

The principal officers of the Corporation shall be elected annually by
the Board of Directors at the organization meeting thereof. Each such officer
shall hold office until his successor shall have been elected and shall qualify,
or until his earlier death, resignation or removal.

Section 3. Other Officers.

In addition, the Board of Directors may elect such other officers as it
deems fit. Any such other officers chosen by the Board of Directors shall be
subordinate officers and shall hold office for such period, have such authority
and perform such duties as the Board of Directors, the Chairman of the Board, if
any, or the President or the Chief Executive Officer, if any, may from time to
time determine.

Section 4. Removal.

Any officer may be removed, either with or without cause, at any time,
by resolution adopted by the Board of Directors at any regular meeting of the
Board, or at any special meeting of the Board called for that purpose, at which
a quorum is present.

Section 5. Resignations.

Any officer may resign at any time by giving written notice to the
Chairman of the Board, if any, the President, the Chief Executive Officer, if
any, the Secretary or the Board of Directors. Any such resignation shall take
effect upon receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

Section 6. Vacancies.

A vacancy in any office may be filled for the unexpired portion of the
term in the manner prescribed in these Bylaws for election or appointment to
such office for such term.

Section 7. Chairman of the Board.

The Chairman of the Board of Directors, if one has been elected, shall
preside if present at all meetings of the Board of Directors, and he shall have
and perform such other duties as from time to time may be assigned to him by the
Board of Directors.

Section 8. President and Chief Executive Officer.

The President and the Chief Executive Officer, if any, shall be the
president and chief executive officer, respectively, of the Corporation and
shall each have the general powers and duties of supervision and management
usually vested in such offices of a corporation. The President shall preside at
all meetings of the stockholders if present thereat, and in the absence or
non-election of the Chairman of the Board of Directors, at all meetings of the
Board of Directors, and shall have general supervision, direction and control of
the business of the Corporation. Except as the Board of Directors shall
authorize the execution thereof in some other manner, the President or the Chief

Executive Officer shall execute bonds, mortgages, and other contracts on behalf
of the Corporation, and shall cause the seal to be affixed to any instrument
requiring it.

Section 9. Vice President.

Each Vice President, if any have been elected, shall have such powers
and shall perform such duties as shall be assigned to him by the President or
the Chief Executive Officer, if any, or the Board of Directors.

Section 10. Treasurer.

The Treasurer shall have charge and custody of, and be responsible for,
all funds and securities of the Corporation. He shall exhibit at all reasonable
times his books of account and records to any of the Directors of the
Corporation upon application during business hours at the office of the
Corporation where such books and records shall be kept; when requested by the
Board of Directors, he shall render a statement of the condition of the finances
of the Corporation at any meeting of the Board or at the annual meeting of
stockholders; he shall receive, and give receipt for, moneys due and payable to
the Corporation from any source whatsoever; in general, he shall perform all the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President, the Chief Executive Officer, if
any, or the Board of Directors. The Treasurer shall give such bond, if any, for
the faithful discharge of his duties as the Board of Directors may require.

Section 11. Secretary.

The Secretary, if present, shall act as secretary at all meetings of
the Board of Directors and of the stockholders and keep the minutes thereof in a
book or books to be provided for that purpose; he shall see that all notices
required to be given by the Corporation are duly given and served; he shall have
charge of the stock records of the Corporation; he shall see that all reports,
statements and other documents required by law are properly kept and filed; and
in general he shall perform all the duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the
President, the Chief Executive Officer, if any, or the Board of Directors.

Section 12. Salaries.

The salaries of the principal officers shall be fixed from time to time
by the Board of Directors or, if one has been established, the Compensation
Committee of the Board of Directors, and the salaries of any other officers may
be fixed by the President or the Chief Executive Officer, if any.

ARTICLE V

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. Right of Indemnification.

Every person now or hereafter serving as a Director or officer of the
Corporation and every such Director or officer serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified by
the Corporation in accordance with and to the fullest extent permitted by law
for the defense of, or in connection with, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative.

Section 2. Expenses.

Expenses (including attorneys' fees) incurred in defending a civil,
criminal, administrative, or investigative 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 such Director or
officer 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 V.

Section 3. Other Rights of Indemnification.

The right of indemnification herein provided shall not be deemed
exclusive of any other rights to which any such Director or officer may now or
hereafter be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a Director or officer and shall
inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE VI

SHARES AND THEIR TRANSFER

Section 1. Certificate for Stock.

Every stockholder of the Corporation shall be entitled to a certificate
or certificates, to be in such form as the Board of Directors shall prescribe,
certifying the number of shares of the capital stock of the Corporation owned by
him. No certificate shall be issued for partly paid shares.

Section 2. Stock Certificate Signature.

The certificates for such stock shall be numbered in the order in which
they shall be issued and shall be signed by the Chairman of the Board, if any,
or the President or the Chief Executive Officer, if any, or any Vice President
and by the Secretary or an Assistant Secretary or the Treasurer of the
Corporation, and its seal shall be affixed thereto. If such certificate is
countersigned (1) by a transfer agent other than the Corporation or its
employee, or, (2) by a registrar other than the Corporation or its employee, the
signatures of such officers of the Corporation may be facsimiles. In case any
officer of the Corporation who has signed, or whose facsimile signature has been
placed upon any such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of issue.

Section 3. Stock Ledger

A record shall be kept by the Secretary or by any other officer,
employee or agent designated by the Board of Directors of the name of each
person, firm or corporation holding capital stock of the Corporation, the number
of shares represented by, and the respective dates of, each certificate for such
capital stock, and in case of cancellation of any such certificate, the
respective dates of cancellation.

Section 4. Cancellation.

Every certificate surrendered to the Corporation for exchange or
registration of transfer shall be canceled, and no new certificate or
certificates shall be issued in exchange for any existing certificate until such
existing certificate shall have been so canceled, except, subject to Section 7
of this Article VI, in cases provided for by applicable law.

Section 5. Registrations of Transfers of Stock.

Registrations of transfers of shares of the capital stock of the
Corporation shall be made on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation or with a transfer
clerk or a transfer agent appointed as in Section 6 of this Article VI provided,
and on surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon. The person in whose name shares
of stock stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation, provided, however, that whenever
any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer, both the transferor
and the transferee request the Corporation to do so.

Section 6. Regulations.

The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with the Certificate of Incorporation or these
Bylaws, concerning the issue, transfer and registration of certificates for
shares of the stock of the Corporation. It may appoint, or authorize any
principal officer or officers to appoint, one or more transfer clerks or one or
more transfer agents and one or more registrars, and may require all
certificates of stock to bear the signature or signatures of any of them.

Section 7. Lost, Stolen, Destroyed or Mutilated Certificates.

Before any certificates for stock of the Corporation shall be issued in
exchange for certificates which shall become mutilated or shall be lost, stolen
or destroyed, proper evidence of such loss, theft, mutilation or destruction
shall be procured for the Board of Directors, if it so requires.

Section 8. Record Dates.

For the purpose of determining the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a date as a record date for any such
determination of stockholders. Such record date shall not be more than sixty or
less than ten days before the date of such meeting, or more than sixty days
prior to any other action.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 1. Corporate Seal.

The Corporation shall not have a corporate seal.

Section 2. Voting of Stocks Owned by the Corporation.

The Board of Directors may authorize any person on behalf of the
Corporation to attend, vote and grant proxies to be used at any meeting of
stockholders of any corporation (except the Corporation) in which the
Corporation may hold stock.

Section 3. Dividends.

Subject to the provisions of the Certificate of Incorporation, the
Board of Directors may, out of funds legally available therefor, at any regular
or special meeting declare dividends upon the capital stock of the Corporation
as and when they deem expedient. Before declaring any dividend there may be set
apart out of any funds of the Corporation available for dividends such sum or
sums as the Directors from time to time in their discretion deem proper for
working capital or as a reserve fund to meet contingencies or for equalizing
dividends or for such other purposes as the Board of Directors shall deem
conducive to the interests of the Corporation.

ARTICLE VIII

AMENDMENTS

These Bylaws of the Corporation may be altered, amended or repealed by
the Board of Directors at any regular or special meeting of the Board of
Directors or by the affirmative vote of the holders of record of a majority of
the issued and outstanding stock of the Corporation (i) present in person or by
proxy at a meeting of holders of such stock and entitled to vote thereon or (ii)
by a consent in writing in the manner contemplated in Section 9 of Article II,
provided, however, that notice of the proposed alteration, amendment or repeal
is contained in the notice of such meeting. Bylaws, whether made or altered by
the stockholders or by the Board of Directors, shall be subject to alteration or
repeal by the stockholders as in this Article VIII above provided.

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