<SEC-DOCUMENT>0001299933-17-000872.txt : 20170828
<SEC-HEADER>0001299933-17-000872.hdr.sgml : 20170828
<ACCEPTANCE-DATETIME>20170825200230
ACCESSION NUMBER:		0001299933-17-000872
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20170823
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
FILED AS OF DATE:		20170828
DATE AS OF CHANGE:		20170825

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DIGI INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000854775
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER COMMUNICATIONS EQUIPMENT [3576]
		IRS NUMBER:				411532464
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-34033
		FILM NUMBER:		171052962

	BUSINESS ADDRESS:	
		STREET 1:		11001 BREN ROAD EAST
		CITY:			MINNETONKA
		STATE:			MN
		ZIP:			55343
		BUSINESS PHONE:		(952) 912-3444

	MAIL ADDRESS:	
		STREET 1:		11001 BREN ROAD EAST
		CITY:			MINNETONKA
		STATE:			MN
		ZIP:			55343
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_55292.htm
<DESCRIPTION>LIVE FILING
<TEXT>
<!-- CoverPageHeader start -->
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> Digi International Inc. (Form: 8-K) </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">
<A NAME="DOCUMENT_TOP">&nbsp;</A>
<P>
<!-- CoverPageHeader end --><!-- CoverPageTitle START -->
<A NAME="DOCUMENT_TOP">&nbsp;</A>
<HR NOSHADE>
<P>
<P ALIGN="CENTER">
<FONT SIZE="4">
		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
</FONT>
<BR>
<FONT SIZE="2">
	WASHINGTON, D.C. 20549
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="5">
	FORM 8-K
</FONT>
<FONT SIZE="2">

</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="3">
	CURRENT REPORT
</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
</FONT>
</P>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Date of Report (Date of Earliest Event Reported):
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	August 23, 2017
</FONT>
</TD>
</TR>
</TABLE>
<BR>
</CENTER>
<!-- CoverPageTitle END --><!-- CoverPageRegistrant START -->
<P ALIGN="CENTER"><!-- -->
<FONT SIZE="6">
	Digi International Inc.
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="33%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="33%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Delaware
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	001-34033
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	41-1532464
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________________<BR>
	(State or other jurisdiction
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________<BR>
	(Commission
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
______________<BR>
	(I.R.S. Employer
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	of incorporation)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	File Number)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Identification No.)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	11001 Bren Road East, Minnetonka, Minnesota
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	55343
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_________________________________<BR>
	(Address of principal executive offices)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
___________<BR>
	(Zip Code)
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">

<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Registrant&#146;s telephone number, including area code:
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	952-912-3444
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
</P></FONT><tr><td colspan="3"><!-- PageBreak START -->
<P>

<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --></td></tr><P><FONT SIZE="2">
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (&#167;230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (&#167;240.12b-2 of this chapter).</FONT>
</P>
<P><FONT SIZE="2">
Emerging growth company [&nbsp;&nbsp;]<br>
</P></FONT>
<P><FONT SIZE="2">
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [&nbsp;&nbsp;]<br>
</P></FONT><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
On August 23, 2017, the Board of Directors of Digi International Inc. ("Digi") approved an amendment to Digi&#x2019;s Amended and Restated By-Laws.   Section 2.08 of the Amended and Restated By-Laws was amended to implement a majority vote standard in uncontested elections of directors, while retaining a plurality vote standard in contested director elections.
</FONT>
</P>
<!-- Item END -->
<BR><BR><BR><BR><P ALIGN="LEFT" STYLE="FONT-SIZE: 10PT"></P><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- SignatureHeader START -->
<P ALIGN="CENTER">
<FONT SIZE="2">
<B>
	SIGNATURES
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
</FONT>
</P>
<!-- SignatureHeader END --><!-- Signature START -->
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="19%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="3%">
	&nbsp;
</TD>
<TD WIDTH="1%">
	&nbsp;
</TD>
<TD WIDTH="43%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
<FONT SIZE="2">
	Digi International Inc.
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
<I>
	August 24, 2017
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	By:
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	David H. Sampsell
</I>
<BR>
</FONT>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<HR SIZE="1" NOSHADE>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Name: David H. Sampsell
</I>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Title: Vice President - Corporate Development, General Counsel & Corporate Secretary
</I>
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<!-- Signature END --><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><P ALIGN="CENTER">
<FONT SIZE="2">
	Exhibit&nbsp;Index
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="60%">
<TR VALIGN="BOTTOM">
<TD WIDTH="8%">
	&nbsp;
</TD>
<TD WIDTH="15%">
	&nbsp;
</TD>
<TD WIDTH="77%">
	&nbsp;
</TD>
</TR>

<BR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Exhibit No.
</B>
</FONT>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Description
</B>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="CENTER">
<HR SIZE="1" NOSHADE>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="CENTER">
<HR ALIGN="LEFT" SIZE="1" WIDTH="88%" NOSHADE>
</TD>
</TR>





<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	3.b
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
<A HREF="exhibit1.htm" >
Amended and Restated Bylaws
</A>
</FONT>
</TD>
</TR></TABLE></CENTER><!-- HTMLFooter START -->
</BODY>
</HTML>
<!-- HTMLFooter END -->
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.B
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-3.B
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE ID="1"> EX-3.b </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><FONT style="font-size: 11pt">BY-LAWS OF<BR>
DIGI INTERNATIONAL INC.<BR>
AS AMENDED AND RESTATED AS OF AUGUST 23, 2017<BR>
<B>I. OFFICES</B></FONT>



<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;1.01. <U>Registered Office</U>. The Corporation shall maintain a registered office
and registered agent within the State of Delaware at such place within such State as may be
designated from time to time by the Board of Directors of the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;1.02. <U>Other Offices</U>. The Corporation also may have offices at such other
places both within and without the State of Delaware as the Board of Directors may from time to
time determine.


<P align="center" style="font-size: 11pt"><B>II. STOCKHOLDERS</B>



<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;2.01. <U>Place of Meetings</U>. Meetings of stockholders may be held at the
principal executive offices of the Corporation or at such other place, either within or without the
State of Delaware, as may be designated by the Board of Directors or the chief executive officer of
the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;2.02. <U>Annual Meetings and Advance-Notice of Business, Other than Director
Nominations and Elections</U>. An annual meeting of stockholders shall be held in each calendar
year for the election of directors on such date and at such time as shall be designated from time
to time by the Board of Directors. At any annual meeting of stockholders of the Corporation, the
proposal of business (other than the nomination and election of directors, which shall be subject
to Section&nbsp;3.13) to be considered by the stockholders may be made (i)&nbsp;pursuant to the Corporation&#146;s
notice of the meeting (or any supplement thereto), (ii)&nbsp;by or at the direction of the Board of
Directors, or (iii)&nbsp;by any stockholder of record of the Corporation entitled to vote on the
business at the meeting who complies with the notice procedures hereinafter set forth in this
Section.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(a) <U>Timing of Notice</U>. For such business to be properly brought before any
annual meeting by a stockholder, a stockholder&#146;s notice of any such business to be conducted
at such meeting must be delivered to the Secretary of the Corporation, or mailed to and
received at the principal executive office of the Corporation, not less than one hundred
twenty (120)&nbsp;days before the first anniversary of the date of the preceding year&#146;s annual
meeting of stockholders. If, however, the date of the annual meeting of stockholders is
more than thirty (30)&nbsp;days before or sixty (60)&nbsp;days after such anniversary date, notice by
a stockholder shall be timely only if so delivered or so mailed and received not less than
one hundred twenty (120)&nbsp;days before such annual meeting or, if later, within ten (10)&nbsp;days
after the first public announcement of the date of such annual meeting. Except to the
extent otherwise required by law, the adjournment of an annual meeting of stockholders shall
not commence a new time period for the giving of a stockholder&#146;s notice as required above.
Nothing in this Section shall reduce or otherwise affect the notice period required under
Rule&nbsp;14a-8 under the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;) in
order for a stockholder to have the right, under Rule&nbsp;14a-8, to include or have disseminated
or described in the Corporation&#146;s proxy statement or on the proxy card of the Board of
Directors for any annual meeting of stockholders any stockholder proposal.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(b) <U>Content of Notice</U>. A stockholder&#146;s notice to the Corporation for an annual
meeting of stockholders shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i)&nbsp;a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting, (ii)&nbsp;the
name and address, as they appear on the Corporation&#146;s books, of the stockholder proposing
such business and the name and address of any beneficial owner on whose behalf the proposal
is made, (iii)&nbsp;the information required by clause (b)(y)(ii) of Section&nbsp;3.13 with respect to
such stockholder and any such beneficial owner, (iv)&nbsp;any material interest in such business
of the stockholder or any such beneficial owner, and (v)&nbsp;a representation and other
appropriate evidence that the stockholder is a holder of record of shares of stock entitled
to vote on such business at the meeting, will continue to be a holder of record of shares of
stock entitled to vote on such business through the date of the meeting, and intends to
appear in person or by proxy at the meeting to make the proposal.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(c) <U>Consequences of Failure to Give Proper Notice</U>. Notwithstanding anything in
these By-Laws to the contrary, no business (other than the nomination and election of
directors, which shall be subject to Section&nbsp;3.13) shall be conducted at any annual meeting
except in accordance with the procedures set forth in this Section. The presiding Officer
of the meeting shall, if the facts warrant, determine that business was not properly brought
before the meeting in accordance with the procedures described in this Section and, if the
presiding Officer should so determine, the presiding Officer shall so declare to the
meeting, and any such business not properly brought before the meeting shall not be
transacted. Nothing in this Section shall be deemed to preclude discussion by any
stockholder of any business properly brought before the meeting in accordance with these
By-Laws.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(d) <U>Public Announcement</U>. For purposes of this Section and Section&nbsp;3.13,
&#147;public announcement&#148; means disclosure (i)&nbsp;when made in a press release reported by the Dow
Jones News Service, Associated Press, or comparable national news service, (ii)&nbsp;when filed
in a document publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section&nbsp;13, 14, or 15(d) of the Exchange Act, or (iii)&nbsp;when mailed as the notice
of the meeting (or any supplement) pursuant to Section&nbsp;2.04 of the By-Laws.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(e) <U>Compliance with Laws</U>. Notwithstanding the foregoing provisions of this
Section, a stockholder shall also comply with all applicable requirements of Delaware law
and the Exchange Act and the rules and regulations thereunder with respect to the matters
set forth in this Section and in Section&nbsp;3.13.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;2.03. <U>Special Meetings</U>. Unless otherwise specifically provided by law or the
Certificate of Incorporation, a special meeting of stockholders, for any purpose or purposes, may
be called only by the Chairman or the Chief Executive Officer and shall be called by either such
officer upon the written request of a majority of the Board of Directors or by a committee of the
Board of Directors which has been duly designated by the Board of Directors, and whose powers and
authority, as expressly provided in a resolution of the Board of Directors, include the power to
call such meetings. Such request shall state the purpose or purposes of the proposed meeting. If
the authorized officers fail to cause such meeting to be called within thirty (30)&nbsp;days after
receipt of such request and held within ninety (90)&nbsp;days after receipt of such request, the
directors making the request may call the meeting by giving notice as provided in these By-Laws at
the expense of the Corporation. Business transacted at any special meeting shall be limited to the
purposes stated in the notice of the meeting.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;2.04. <U>Notice of Meetings</U>. A written notice stating 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, or a separate written notice of the posting of such information on an electronic network
(such as a website), shall be personally delivered or mailed, postage prepaid, not less than ten
(10)&nbsp;nor more than sixty (60)&nbsp;days before the date of such meeting to each stockholder of record of
the Corporation entitled to vote at such meeting at the stockholder&#146;s mailing address shown upon
the records of the Corporation. Service of notice is complete upon mailing.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;2.05. <U>Waiver of Notice</U>. Notice of any annual or special meeting of
stockholders may be waived either before, at or after such meeting in a writing signed by the
person or persons entitled to the 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 transacting of any business because the
meeting is not lawfully called or convened.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;2.06. <U>Quorum</U>. At each meeting of stockholders, except where otherwise
provided by law or the Certificate of Incorporation or these By-Laws, the holders of a majority of
the outstanding capital stock entitled to vote at the meeting, present in person or represented by
proxy, shall constitute a quorum. If a quorum is once present at the meeting, the stockholders may
continue to transact business until adjournment notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;2.07. <U>Adjourned Meetings</U>. The Corporation may adjourn the meeting from time
to time to a later day or hour or to another place. If the adjournment is for more than thirty
(30)&nbsp;days, or if after 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. Otherwise, notice of any adjourned meeting need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken. At an adjourned meeting at
which a quorum is present or represented by proxy, any business may be transacted which might have
been transacted at the meeting as originally convened.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;2.08.&nbsp;<U>Voting</U>. Unless otherwise provided in the Certificate of Incorporation,
each stockholder entitled to vote at any meeting of stockholders shall have one vote for each share
of stock having voting power upon the matter in question which is held by such stockholder and
registered in the stockholder&#146;s name on the books of the Corporation as of the applicable record
date. All elections of directors shall be conducted by written ballot, unless the Certificate of
Incorporation otherwise provides. The vote upon any other question before a meeting need not be by
written ballot, and need not be conducted by inspectors, unless otherwise determined by the Board
of Directors or the officer presiding at the meeting. All elections and questions at a meeting,
other than the election of directors, shall be decided by a majority vote of the number of shares
entitled to vote represented at the meeting at the time of the vote except where otherwise required
by statute, the Certificate of Incorporation or these By-Laws. Except as provided in Section&nbsp;3.03
of these By-Laws and subject to the rights of the holders of any series of preferred stock to elect
directors under specified circumstances, each director shall be elected by the vote of a majority
of the votes cast with respect to that director nominee at any meeting of the stockholders for the
election of directors, provided that if the number of nominees exceeds the number of directors to
be elected, the directors shall be elected by the vote of a plurality of the shares represented in
person or by proxy at any such meeting and entitled to vote on the election of directors. For
purposes of this Section, a majority of votes cast means that the number of shares voted &#147;for&#148; a
director&#146;s election must exceed the number of votes cast &#147;against&#148; that director&#146;s election. If a
nominee for director is not elected and the nominee is an incumbent director, the director shall
promptly tender his or her resignation to the Board of Directors, subject to acceptance by the
Board of Directors. The Nominating and Governance Committee (or other committee tasked with
responsibilities of the type held by such a committee) will make a recommendation to the Board of
Directors as to whether to accept or reject the tendered resignation, or whether other action
should be taken. The Board of Directors will act on the Nominating and Governance Committee&#146;s
recommendation, and publicly disclose its decision regarding the tendered resignation and the
rationale behind the decision within ninety (90)&nbsp;days from the date of the certification of the
election results. The director who tenders his or her resignation will not participate in the
recommendation of the Nominating and Governance Committee or the decision of the Board of Directors
with respect to his or her resignation. If a director&#146;s resignation is accepted by the Board of
Directors pursuant to this Section, or if a nominee for director is not elected and the nominee is
not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to
Section&nbsp;3.03 of these By-Laws, or may decrease the size of the Board of Directors pursuant to
Section&nbsp;3.02 of these By-Laws.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;2.09. <U>Proxies</U>. Each stockholder entitled to vote at a meeting of stockholders
may authorize another person or persons to act for him or her by proxy in any manner, including
without limitation via telephone, Internet or such other manner as permitted by Section&nbsp;212 of the
Delaware General Corporation Law, as amended from time to time, provided that such authorization
sets forth or contains information from which the Corporation can determine that the authorization
was granted by the stockholder. If the authorization is granted in a manner other than in a
written form, the proxy holder shall provide such reasonable verification as required by the
Corporation. If any such authorization designates two or more persons to act as proxies, a
majority of such persons present at the meeting, or, if only one shall be present, then that one,
shall have and may exercise all of the powers conferred by such authorization upon all of the
persons so designated unless such authorization shall otherwise provide.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;2.10. <U>Fixing Date for Determination of Stockholders of Record</U>.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(a)&nbsp;In order that the Corporation may determine the stockholders entitled (i)&nbsp;to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or (ii)&nbsp;to express
consent to corporate action in writing without a meeting, or (iii)&nbsp;to receive payment of any
dividend or other distribution or allotment of any rights, or 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 be (X)
not more than sixty (60)&nbsp;nor less than ten (10)&nbsp;days before the date of any such meeting;
(Y)&nbsp;not more than ten (10)&nbsp;days after the date upon which the resolution fixing the record
date for any written action is adopted by the Board of Directors; and (Z)&nbsp;not more than
sixty (60)&nbsp;days prior to any other action.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(b)&nbsp;If no record date is fixed:



<P align="left" style="margin-left:8%; font-size: 11pt; text-indent: 4%">(i)&nbsp;The record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held.



<P align="left" style="margin-left:8%; font-size: 11pt; text-indent: 4%">(ii)&nbsp;The record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, (A)&nbsp;when no prior action by the
Board of Directors is necessary, shall be the day on which the first signed written
consent setting forth the action taken or proposed to be taken is delivered to the
Corporation, and (B)&nbsp;when prior action by the Board of Directors is necessary, shall
be at the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.



<P align="left" style="margin-left:8%; font-size: 11pt; text-indent: 4%">(iii)&nbsp;The record date for determining stockholders for any other purpose shall
be at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(c)&nbsp;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.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;2.11. <U>Stockholder List</U>. The officer of the Corporation who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10)&nbsp;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)&nbsp;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 also shall 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. The stock ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in
person or by proxy at any meeting of stockholders.


<P align="center" style="font-size: 11pt"><B>III. BOARD OF DIRECTORS</B>



<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;3.01. <U>General Powers; Organization</U>. The business of the Corporation shall be
managed by or under the direction of its Board of Directors, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-Laws directed or required to be exercised or done by the
stockholders. The Board of Directors may annually elect a Chairman of the Board from among its
members who shall preside at its meetings, or in his or her absence the Chief Executive Officer
shall so preside, or in his or her absence a chairman chosen at the meeting shall so preside. The
Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the
meeting may appoint any person to act as secretary of the meeting. Any meeting of the Board of
Directors may be held within or without the State of Delaware.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;3.02. <U>Number, Qualification and Term of Office</U>. The number of directors
constituting the Board of Directors shall be fixed from time to time by resolution of the Board of
Directors. The directors shall be elected at the annual meeting of the stockholders, except as
provided in Section&nbsp;3.03 of these By-Laws, and each director elected shall hold office for the term
elected and until his or her successor is duly elected and qualified. Any director may resign at
any time upon giving written notice to the Corporation. Directors need not be stockholders.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;3.03. <U>Vacancies</U>.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(a)&nbsp;Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then in office,
in their sole discretion and whether or not constituting less than a quorum, and the
directors so chosen shall hold office until the next election of the class for which such
directors shall have been chosen and until their successors to such class are duly elected
and qualified, or until their earlier resignation, retirement or removal.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(b)&nbsp;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 of the Corporation, 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.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;3.04. <U>Regular Meetings</U>. Regular meetings of the Board of Directors may be
held without notice at such time and place as may be designated from time to time by the Board of
Directors.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;3.05. <U>Special Meetings</U>. Special meetings of the Board of Directors may be
called from time to time by the Chairman, if any, or the Chief Executive Officer, and, upon request
by any two directors, shall be called by the Chairman or the Chief Executive Officer.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;3.06. <U>Notice of Special Meetings</U>. Notice of each special meeting of the Board
of Directors stating the place, date and hour of the meeting shall be given to each director by
mail not less than forty-eight (48)&nbsp;hours, or personally or by telephone or electronic
communication not less than twenty-four (24)&nbsp;hours, before the date and hour of the meeting.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;3.07. <U>Waiver of Notice</U>. Notice of any meeting of the Board of Directors may
be waived either before, at or after such meeting in a writing signed (or consented to by
electronic communication) by each director or directors to whom the notice was not duly given.
Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except
when the director 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.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;3.08. <U>Quorum</U>. Unless otherwise specifically provided by law, the Certificate
of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the
total number of directors shall constitute a quorum for the transaction of business, and the vote
of a majority of the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;3.09. <U>Committees of Directors</U>.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(a)&nbsp;The Board of Directors may, by resolution adopted by a majority of the total number
of directors, designate one or more committees, each committee to consist of one or more of
the directors of the Corporation and to have such name as may be determined by the Board of
Directors. 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 the
committee.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(b)&nbsp;Any committee, to the extent allowed by law and provided in the resolution
designating the committee, may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation and may authorize the corporate
seal, if any, to be affixed to all papers that may require it.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(c)&nbsp;Each committee shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required. Unless the Board of Directors otherwise provides,
each committee may make, alter and repeal rules for the conduct of its business. In the
absence of such rules each committee shall conduct its business in the same manner as the
Board of Directors conducts its business pursuant to these By-Laws.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;3.10. <U>Conference Communications</U>. Directors may participate in any meeting of
the Board of Directors, or of any duly constituted committee thereof, by means of a conference
telephone conversation or other comparable method of communication by which all persons
participating in the meeting can hear and communicate with each other. For the purpose of
establishing a quorum and taking any action at the meeting, such directors participating pursuant
to this Section&nbsp;3.10 shall be deemed present in person at the meeting; and the place of the meeting
shall be the place of origination of the conference telephone conversation or other comparable
method of communication.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;3.11. <U>Action by Written Consent of Directors</U>. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all directors or committee members consent thereto in writing (including
electronic communication) and the writing or writings are filed with the minutes of proceedings of
the Board of Directors or the committee.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;3.12. <U>Compensation</U>. The Board of Directors shall have the authority to fix
the compensation of directors.


<P align="left" style="font-size: 11pt; text-indent: 4%"><U>Section&nbsp;3.13</U>. <U>Advance-Notice of Stockholder-Sponsored Director Nominations</U>.
No person (other than a person nominated by or at the direction of the Board of Directors) shall be
eligible for election as a director at any annual or special meeting of stockholders unless timely
notice is given in writing of such nomination by a stockholder of record of the Corporation
entitled to vote for the election of directors at the meeting who complies with the notice
procedures hereinafter set forth in this Section.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(a) <U>Timing of Notice</U>. To be timely, a stockholder&#146;s notice of nominations to
be made (i)&nbsp;at an annual meeting of stockholders must be delivered to the Secretary of the
Corporation, or mailed to and received at the principal executive office of the Corporation,
not less than one hundred twenty (120)&nbsp;days before the first anniversary of the date of the
preceding year&#146;s annual meeting of stockholders; provided, however, that if the date of the
annual meeting of stockholders is more than thirty (30)&nbsp;days before or sixty (60)&nbsp;days after
such anniversary date, notice by a stockholder shall be timely only if so delivered or so
mailed and received not less than one hundred twenty (120)&nbsp;days before such annual meeting
or, if later, within ten (10)&nbsp;days after the first public announcement of the date of such
annual meeting, and (ii)&nbsp;in the case of a special meeting of stockholders called for the
purpose of electing directors, within ten (10)&nbsp;days after the first public announcement of
the date of such special meeting. Except to the extent otherwise required by law, the
adjournment of a meeting of stockholders shall not commence a new time period for the giving
of a stockholder&#146;s notice as described above.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(b) <U>Content of Notice</U>. A stockholder&#146;s notice to the Corporation of
nominations for a meeting of stockholders shall set forth (x)&nbsp;as to each person whom the
stockholder proposes to nominate for election as a director: (i)&nbsp;such person&#146;s name, (ii)
all information relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or that is otherwise required,
pursuant to Regulation&nbsp;14A under the Exchange Act, and (iii)&nbsp;such person&#146;s signed written
consent to being a nominee and to serving as a director if elected; and (y)&nbsp;as to the
stockholder giving the notice: (i)&nbsp;the name and address, as they appear on the Corporation&#146;s
books, of such stockholder and the name and address of any beneficial owner on whose behalf
the nomination is made, (ii) (A)&nbsp;the number of shares of stock of the Corporation of each
class or series that is beneficially owned by such stockholder or any such beneficial owner,
(B)&nbsp;any option, warrant, convertible security, stock appreciation right, swap, or similar
right with an exercise or conversion privilege or a settlement payment or mechanism at a
price related to any class or series of shares of stock of the Corporation or with a value
derived in whole or in part from the value of any class or series of shares of stock of the
Corporation, whether or not such instrument or right shall be subject to settlement in the
underlying class or series of capital stock of the Corporation or otherwise (a &#147;Derivative
Instrument&#148;) owned beneficially by such stockholder or any such beneficial owner and any
other opportunity to profit or share in any profit derived from any increase or decrease in
the value of shares of the Corporation, (C)&nbsp;any proxy, contract, arrangement, understanding,
or relationship pursuant to which such stockholder or any such beneficial owner has a right
to vote any shares of the Corporation, (D)&nbsp;any short interest in any security of the
Corporation (for purposes of these By-Laws, a person shall be deemed to have a &#147;short
interest&#148; in a security if such person has the opportunity to profit or share in any profit
derived from any decrease in the value of the subject security), (E)&nbsp;any rights to dividends
on the shares of stock of the Corporation owned beneficially by such stockholder or any such
beneficial owner that are separated or separable from the underlying shares of stock of the
Corporation, (F)&nbsp;any proportionate interest in&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares of stock of the
Corporation or Derivative Instruments held, directly or indirectly, by a general or limited
partnership in which such stockholder or any such beneficial owner is a general partner or,
directly or indirectly, beneficially owns an interest in a general partner and (G)&nbsp;any
performance-related fees (other than an asset-based fee) that such stockholder or any such
beneficial owner is entitled to based on any increase or decrease in the value of
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares of stock of the Corporation or Derivative Instruments, if any, as of the date of
such notice, including without limitation any such interests held by members of such
stockholder&#146;s or any such beneficial owner&#146;s immediate family sharing the same household
(which information shall be supplemented by such stockholder not later than ten (10)&nbsp;days
after the record date for the meeting to disclose such ownership as of the record date),
(iii)&nbsp;a description of any material relationships, including financial transactions and
compensation, between the stockholder and the proposed nominee(s), and (iv)&nbsp;a representation
and other appropriate evidence that the stockholder is a holder of record of shares of stock
of the Corporation entitled to vote for the election of directors, will continue to be a
holder of record of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares of stock entitled to vote for the election of
directors through the date of the meeting, and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(c) <U>Consequences of Failure to Give Proper Notice</U>. Notwithstanding anything in
these By-Laws to the contrary, no stockholder-sponsored nominees shall be eligible for
election as a director of the Corporation except in accordance with the procedures set forth
in this Section. The presiding Officer of the meeting shall, if the facts warrant,
determine that the nomination(s) were not properly brought before the meeting in accordance
with the procedures described in this Section and, if the presiding Officer should so
determine, the presiding Officer shall so declare to the meeting, and the defective
nomination(s) shall be disregarded.


<P align="center" style="font-size: 11pt"><B>IV. OFFICERS</B>



<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;4.01. <U>Number</U>. The Board of Directors shall elect a Chief Executive Officer, a
Secretary and a Treasurer. The Board of Directors also may choose a President, one or more
Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers or any other
officers or agents as the Board of Directors by a majority vote of the total number of directors
may designate. Any person may hold two or more offices.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;4.02. <U>Election, Term of Office and Qualifications</U>. The Board of Directors
shall elect the officers of the Corporation, who shall hold their offices for such terms and shall
exercise such powers and perform such duties not inconsistent with these By-Laws as shall be
determined from time to time by the Board of Directors. All officers of the Corporation shall hold
their offices until their respective successors are elected and qualified, or until their
respective offices are eliminated by vote of the majority of all directors, or until their earlier
resignation, retirement or removal. Officers may be, but need not be, directors. Any officer may
resign at any time upon written notice to the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;4.03. <U>Compensation</U>. The salaries of the officers of the Corporation shall be
fixed from time to time by the Board of Directors or by the Chief Executive Officer if authorized
by the Board of Directors.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;4.04. <U>Removal and Vacancies</U>. Any officer may be removed from office, with or
without cause, by the Board of Directors, but such removal shall be without prejudice to the
contract rights of such officer, if any, with the Corporation. Any vacancy occurring in any office
of the Corporation may be filled by the Board of Directors.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;4.05. <U>Chief Executive Officer</U>. The Chief Executive Officer shall have the
general powers and duties of management and supervision usually vested in and imposed upon the
chief executive officer of a corporation. Subject to the control of the Board of Directors, the
Chief Executive Officer shall have general supervision of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried into effect.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;4.06. <U>Secretary</U>. The Secretary shall keep the minutes of the meetings of the
stockholders, the Board of Directors and any committees in a book to be kept for that purpose and
shall perform such other ministerial duties as the Board of Directors of the Corporation may
direct. The Secretary shall duly give notice of all meetings of the stockholders, special meetings
of the Board of Directors and meetings of its committees, if any.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;4.07. <U>Treasurer</U>. The Treasurer shall keep accurate accounts of all moneys of
the Corporation received or disbursed. He or she shall deposit all moneys, drafts and checks in
the name of and to the credit of the Corporation in such banks and depositaries as a majority of
the whole Board of Directors shall from time to time designate. The Treasurer shall have power to
endorse for deposit all notes, checks and drafts received by the Corporation. He or she shall
disburse the funds of the Corporation as ordered by the Board of Directors, making proper vouchers
therefor. The Treasurer shall render to the Board of Directors or the chief executive officer of
the Corporation, whenever required, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;4.08. <U>Other Officers Elected by the Board. </U>The Board of Directors may elect a
President, Vice Presidents, a Chief Financial Officer, Assistant Treasurers, Assistant Secretaries,
or such other officers of the Corporation as the Board of Directors may deem necessary, to serve at
the pleasure of the Board of Directors. Other officers elected by the Board of Directors shall
have such powers and performance such duties as may be assigned to such officers by or pursuant to
authorization of the Board of Directors or by the Chief Executive Officer.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;4.09. <U>Other Officers. </U>The Board of Directors may authorize the Corporation to
elect or appoint other officers, including Vice Presidents, Assistant Treasurers, Assistant
Secretaries and other officers of the Corporation, each of whom shall serve at the pleasure of the
Corporation. Officers elected or appointed by the Corporation shall have such powers and perform
such duties as may be assigned to them by the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;4.10. <U>Authority and Other Duties</U>. All officers of the Corporation shall be
subject to the supervision and direction of the Board of Directors and, in addition to the
foregoing authority and duties, all officers of the Corporation shall respectively have such
authority and perform such other duties in the management of the business of the Corporation as may
be designated from time to time by the Board of Directors. Unless prohibited by a resolution
approved by the affirmative vote of a majority of the directors present, an officer elected or
appointed by the Board may, without the approval of the Board, delegate some or all of the duties
and powers of his or her office to other persons.


<P align="center" style="font-size: 11pt"><B>V. INDEMNIFICATION</B>



<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;5.01. Indemnification. The Corporation shall indemnify any person (a &#147;Covered
Person&#148;) who was or is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or investigative (a
&#147;proceeding&#148;), by reason of the fact that he or she, or a person for whom he or she is the
executor, administrator or other legal representative, is or was a director or officer (which term,
for purposes of this Article&nbsp;V, includes all officers, whether elected or appointed) of the
Corporation or, while a director or officer of the Corporation, is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect
to employee benefit plans, for such expenses and liabilities, in such manner, under such
circumstances, and to such extent, as required or permitted by subsections (a)&nbsp;through (e)&nbsp;of
Section&nbsp;145 of the Delaware General Corporation Law, as amended from time to time.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;5.02. <U>Insurance</U>. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director or officer 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 and
incurred by such person in or arising from that capacity, whether or not the Corporation would
otherwise be required or permitted to indemnify the person against the liability. The Company
shall not be obligated under these By-Laws to make any payment in connection with any claim made
against any person if and to the extent that such person has actually received payment therefor
under any insurance policy or policies.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;5.03. <U>Indemnification Upon a Change of Control</U>.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(a)&nbsp;If a Change in Control (as defined in this Section&nbsp;5.03) has occurred and the
person seeking indemnification so requests, a determination of whether a Covered Person is
eligible for indemnification under Section&nbsp;5.01 hereof shall be made in a written opinion
rendered by independent legal counsel chosen by the person seeking indemnification and not
reasonably objected to by the Board of Directors (whose fees and expenses shall be paid by
the Corporation) and such determination shall be binding on the Corporation.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(b)&nbsp;For purposes of Section&nbsp;5.03(a), &#147;independent legal counsel&#148; shall mean legal
counsel other than an attorney, or a firm having associated with it an attorney, who has
been retained by or has performed services for the Corporation or the person seeking
indemnification within the previous three years.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(c)&nbsp;For purposes of Section&nbsp;5.03(a), a &#147;Change in Control&#148; shall be deemed to have
occurred if:



<P align="left" style="margin-left:8%; font-size: 11pt; text-indent: 4%">(i)&nbsp;a majority of the directors of the Corporation shall be persons other than
persons (A)&nbsp;who were directors of the Corporation at July&nbsp;1, 1989, (B)&nbsp;for whose
election proxies shall have been solicited by the Board of Directors, or (C)&nbsp;who are
then serving as directors appointed by the Board of Directors to fill vacancies on
the Board of Directors caused by newly-created directorships or the death or
resignation (but not removal) of a director;



<P align="left" style="margin-left:8%; font-size: 11pt; text-indent: 4%">(ii)&nbsp;any &#147;person&#148; (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the &#147;Act&#148;)), other than the
Corporation, a subsidiary of the Corporation or the person seeking indemnification,
and other than a person who acquires or becomes the beneficial owner (as defined in
Rule&nbsp;13d-3 under the Act, or any successor rule thereto), directly or indirectly, of
twenty percent or more of the then outstanding shares of voting stock of the
Corporation as a result of the merger of Digiboard, Inc., a Minnesota corporation,
with and into the Corporation, together with its &#147;affiliates&#148; and &#147;associates&#148; (as
those terms are defined in Rule&nbsp;12b-2 under the Act), or any group of persons acting
in concert, not including the person seeking indemnification, acquires or becomes a
beneficial owner (as so defined in Rule&nbsp;13d-3), directly or indirectly, of twenty
percent or more of the then outstanding shares of voting stock of the Corporation;
or



<P align="left" style="margin-left:8%; font-size: 11pt; text-indent: 4%">(iii)&nbsp;the stockholders of the Corporation approve a definitive agreement or
plan to (A)&nbsp;merge or consolidate the Corporation with or into another corporation
(other than (1)&nbsp;a merger or consolidation with a subsidiary of the Corporation, or
(2)&nbsp;a merger in which the Corporation is the surviving corporation and no
outstanding voting stock of the Corporation (other than fractional shares) held by
stockholders immediately prior to the merger is converted into cash, securities, or
other property), (B)&nbsp;exchange, pursuant to a statutory exchange of shares of voting
stock of the Corporation held by stockholders of the Corporation immediately prior
to the exchange, shares of one or more classes or series of voting stock of the
Corporation for shares of another corporation, (C)&nbsp;sell or otherwise dispose of all
or substantially all of the assets of the Corporation (in one transaction or a
series of transactions), or (D)&nbsp;liquidate or dissolve the Corporation, unless a
majority of the voting stock (or the voting equity interest) of the surviving
corporation or of any corporation (or other entity) acquiring all or substantially
all of the assets of the Corporation (in the case of a merger, consolidation or
disposition of assets) or the Corporation (in the case of a statutory share
exchange) is, immediately following the merger, consolidation, statutory share
exchange or disposition of assets, beneficially owned by the person seeking
indemnification or a group of persons, including the person seeking indemnification,
acting in concert; or



<P align="left" style="margin-left:8%; font-size: 11pt; text-indent: 4%">(iv)&nbsp;the Corporation enters into an agreement in principle or a definitive
agreement relating to an event described in clause (i), (ii)&nbsp;or (iii)&nbsp;above which
ultimately results in an event described therein, or a tender or exchange offer or
proxy contest is commenced which ultimately results in an event described therein.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;5.04. <U>Good Faith Defined, Etc</U>. For purposes of any determination of whether a
person is entitled to indemnification, such person shall be deemed to have acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal proceeding, to have had no reasonable cause to
believe his or her conduct was unlawful, if such person relied on the records or books of account
of the Corporation or other enterprise, or on information supplied to him or her by the officers of
the Corporation or other enterprise, or on information or records given or reports made to the
Corporation or other enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or other enterprise. The term &#147;other
enterprise&#148; as used in this Section&nbsp;5.04 shall mean any enterprise other than the Corporation,
including any corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise as to which such person is or was serving at the request of the Corporation as a
director, officer, employee, agent or trustee. The provisions of this Section&nbsp;5.04 shall not be
deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to
have met the applicable standard of conduct set forth in Section&nbsp;145 of the Delaware General
Corporation Law, as amended from time to time.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;5.05. <U>Right to Indemnification</U>. Upon Application; Procedure Upon Application;
Etc.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(a)&nbsp;Any indemnification under these By-Laws shall be made no later than forty-five (45)
days after receipt by the Corporation of the written request of the Covered Person, unless a
determination is made within said 45-day period in accordance with Section&nbsp;5.03 that such
person has not met the applicable standard of conduct.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(b)&nbsp;The right to indemnification or expense advances under these By-Laws shall be
enforceable by the Covered Person, in any court of competent jurisdiction. Following a
Change in Control (as defined in Section&nbsp;5.03(c)), the burden of proving that
indemnification is not appropriate shall be on the Corporation. Neither the absence of any
prior determination that indemnification is proper in the circumstances, nor a prior
determination that indemnification is not proper in the circumstances, shall be a defense to
the action or create a presumption that the Covered Person has not met the applicable
standard of conduct. The expenses (including attorneys&#146; fees and expenses) incurred by a
Covered Person in connection with successfully establishing his or her right to
indemnification, in whole or in part, in any proceeding (or in any proceeding brought by him
or her to recover under any insurance policy or policies referred to in Section&nbsp;5.02) also
shall be indemnified by the Corporation.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(c)&nbsp;If any person is entitled under any provision of these By-Laws to indemnification
by the Corporation for some or a portion of expenses, judgments, fines, penalties or amounts
paid in settlement incurred by him or her, but not, however, for the total amount thereof,
the Corporation shall nevertheless indemnify such person for the portion of such expenses,
judgments, fines, penalties and amounts to which he or she is entitled.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;5.06. <U>Certain Persons Not Entitled to Indemnification</U>. Notwithstanding any
other provision of these By-Laws, no person shall be entitled to indemnification or expense
advances under these By-Laws with respect to any proceeding brought or made by him or her against
the Corporation, other than a proceeding seeking, or defending such person&#146;s right to,
indemnification and/or expense advances pursuant to these By-Laws or otherwise.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;5.07. <U>Non-Exclusivity and Survival of Indemnification</U>. Except as otherwise
provided in Section&nbsp;5.06, but notwithstanding any other provision of these By-Laws, it is the
policy of the Corporation that indemnification and expense advances in respect of Covered Persons
shall be made to the fullest extent permitted by law, and, accordingly, in the event of any change
in law, by legislation or otherwise, permitting greater indemnification and/or expense advances,
the provisions of these By-Laws shall be construed so as to require such greater indemnification
and/or expense advances. The provisions of these By-Laws shall not be deemed to preclude the
indemnification of any person who is not a Covered Person and whom the Corporation has the power to
indemnify under the provisions of the General Corporation Law of the State of Delaware or
otherwise. All rights to indemnification and advancement of expenses under these By-Laws shall be
deemed to be provided by a contract between the Corporation and the director or officer who serves
in such capacity at any time while these By-Laws are in effect. Any repeal or modification of the
indemnification provisions of these By-Laws shall not affect any rights or obligations then
existing. The Corporation may provide additional indemnification rights to a Covered Person by
separate agreement.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;5.08. <U>Successors; Meaning of &#147;Corporation&#148;</U>. The indemnification provisions of
these By-Laws shall be binding upon and enforceable against any direct or indirect successor by
purchase, merger, consolidation or otherwise to all or substantially all of the business and/or
assets of the Corporation. For purposes of these By-Laws, but subject to the provisions of any
agreement relating to any merger or consolidation of the kind referred to in clause (a)&nbsp;below or of
any agreement relating to the acquisition of any corporation of the kind referred to in clause (b)
below, references to &#147;the Corporation&#148; shall include (a)&nbsp;any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger with the Corporation which, if
its separate existence had continued, would have had power and authority to indemnify its directors
and officers, so that any person who is or was a director or officer of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director,
officer, employee or trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the provisions of these
By-Laws with respect to the Corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued; and (b)&nbsp;any corporation of which at least a
majority of the voting power (as represented by its outstanding stock having voting power generally
in the election of directors) is owned directly or indirectly by the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;5.09. <U>Severability</U>. The indemnification provisions of these By-Laws shall be
severable in the event that any provision hereof (including any provision within a single section,
subsection, clause, paragraph or sentence) is held invalid, void or otherwise unenforceable on any
ground by any court of competent jurisdiction. In the event of any such holding, the remaining
indemnification provisions of these By-Laws shall continue in effect and be enforceable to the
fullest extent permitted by law.


<P align="center" style="font-size: 11pt"><B>VI. STOCK</B>



<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;6.01. <U>Certificated and Uncertificated Shares</U>. Shares of stock of the
Corporation shall be represented by certificates, provided that the Board of Directors may provide
by resolution or resolutions that some or all of any or all classes or series of stock may be
uncertificated shares. Any such resolution shall not apply to shares represented by a certificate
until such certificate is surrendered to the Corporation. Certificates representing shares shall
be in such form as shall be prescribed by the Board of Directors, certifying the number of shares
owned by the holder. Shares represented by certificates shall be numbered in the order in which
they shall be issued and shall be signed in the name of the Corporation by the Chairman, the Chief
Executive Officer, the President or a Vice-President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, and the seal of the Corporation, if any,
shall be affixed thereto.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;6.02. <U>Issuance of Stock</U>. The Board of Directors is authorized to cause to be
issued stock of the Corporation up to the full amount authorized by the Certificate of
Incorporation in such amounts and for such consideration as may be determined by the Board of
Directors. No shares shall be allotted except in consideration of cash, labor, personal property,
or real property, or leases thereof, or of an amount transferred from surplus to stated capital
upon a stock dividend. At the time of such allotment of stock, the Board of Directors shall state
its determination of the fair value to the Corporation in monetary terms of any consideration other
than cash for which shares are allotted. The amount of consideration to be received in cash or
otherwise shall not be less than the par value of the shares so allotted. Stock so issued shall be
fully paid and nonassessable. Treasury shares may be disposed of by the Corporation for such
consideration as may be fixed by the Board of Directors.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;6.03. <U>Partly Paid Stock</U>. The Corporation may issue the whole or any part of
its stock as partly paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each certificate issued to represent any such partly paid
stock, or upon the stock ledger in the case of uncertificated shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated. The Board of
Directors may, from time to time, demand payment in respect of each share of stock not fully paid,
of such sum of money as the necessities of the business may, in the judgment of the Board of
Directors, require, not exceeding in the whole the balance remaining unpaid on such stock, and such
sum so demanded shall be paid to the Corporation at such times and by such installments as the
Board of Directors shall direct.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;6.04. <U>Registered Stockholders</U>. 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, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;6.05. <U>Transfers of Stock</U>. Transfers of stock shall be made on the books of
the Corporation only by the record holder of such stock, or such holder&#146;s legal representative or
duly authorized attorney-in-fact, and, in the case of stock represented by a certificate, upon
surrender of the certificate or the certificates for such 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 upon its books. No new certificate or certificates shall be issued in
exchange for any existing certificate until such certificate shall have been so cancelled, except
in cases provided for in Section&nbsp;6.06.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;6.06. <U>Lost, Stolen or Destroyed Certificates</U>. Any stockholder claiming a
certificate for stock to be lost, stolen or destroyed shall make an affidavit of that fact in such
form as the Corporation may require and shall, if the Corporation so requires, give the Corporation
a bond of indemnity in form, in an amount, and with one or more sureties satisfactory to the
Corporation, to indemnify the Corporation against any claims which may be made against it on
account of the alleged loss, theft or destruction of the certificate or issuance of such new
certificate. A new certificate may then be issued in the same tenor and for the same number of
shares as the one claimed to have been lost, stolen or destroyed.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;6.07. <U>Facsimile Signatures</U>. Whenever any certificate is countersigned by a
transfer agent or by a registrar other than the Corporation or one of its employees, then the
signatures of the officers or agents of the Corporation may be facsimiles. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been placed on any such
certificate shall cease to be such officer, transfer agent or registrar before such certificate is
issued, it nevertheless may be issued by the Corporation as though the person who signed such
certificate or whose facsimile signature or signatures had been placed thereon were such officer,
transfer agent or registrar at the date of issue.


<P align="center" style="font-size: 11pt"><B>VII. MISCELLANEOUS</B>



<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;7.01. <U>Dividends</U>. The Board of Directors may declare at any regular or special
meeting dividends from the Corporation&#146;s surplus, or if there be none, out of its net profits for
the current fiscal year and/or the preceding fiscal year, in such amounts as in their opinion the
condition of the affairs of the Corporation shall render it advisable unless otherwise restricted
by law. Dividends may be paid in cash, in property or in shares of capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;7.02. <U>Interested Directors and Officers</U>. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest, shall be void or
voidable solely for that reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because his, her or their votes are counted for such purpose,
if: (a)&nbsp;the material facts as to his or her relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the committee, and the Board of
Directors or committee in good faith authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested directors, even though the disinterested directors be less
than a quorum; or (b)&nbsp;the material facts as to his or her relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled to vote thereon,
and the contract or transaction is specifically approved in good faith by vote of the stockholders;
or (c)&nbsp;the contract or transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common
or interested directors may be counted in determining the presence of a quorum at a meeting of the
Board of Directors or of a committee which authorizes the contract or transaction.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;7.03. <U>Voting Securities Held by the Corporation</U>. Unless otherwise ordered by
the Board of Directors, powers of attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman, the Chief Executive Officer or the President, and
either such officer may, in the name of and on behalf of the Corporation, take all such action as
such officer may deem advisable to vote in person or by proxy at any meeting of security holders of
other corporations in which the Corporation may hold securities, and at any such meeting such
officer shall possess and may exercise any and all rights and powers incident to the ownership of
such securities that the Corporation might have possessed and exercised if it had been present.
The Board of Directors may from time to time confer like powers upon any other person or persons.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;7.04. <U>Execution of Instruments</U>.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(a)&nbsp;All deeds, mortgages, bonds, checks, contracts and other instruments pertaining to
the business and affairs of the Corporation shall be signed on behalf of the Corporation by
the Chief Executive Officer, the President or any Vice President, or by such other person or
persons as may be designated from time to time by the Board of Directors.



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(b)&nbsp;If a document must be executed by persons holding different offices or functions
and one person holds such offices or exercises such functions, that person may execute the
document in more than one capacity if the document indicates each such capacity.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;7.05. <U>Advances</U>. The Corporation may, without a vote of the directors, advance
money to its directors, officers or employees to cover expenses that can reasonably be anticipated
to be incurred by them in the performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;7.06. <U>Fiscal Year</U>. The fiscal year end of the Corporation shall be September
30 or such other date as may be fixed from time to time by resolution of the Board of Directors.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;7.07. <U>Corporate Seal</U>. The corporate seal, if one is adopted by the Board of
Directors, shall be circular in form and shall have inscribed thereon the name of the Corporation,
the word &#147;Delaware&#148; and the words &#147;Corporate Seal.&#148; The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise placed on any document
requiring it.


<P align="left" style="font-size: 11pt; text-indent: 4%">Section&nbsp;7.08. <U>Power to Amend</U>. These By-Laws may be altered, amended or repealed or
new By-Laws may be adopted as provided in the Certificate of Incorporation of the Corporation.



<P align="center" style="font-size: 10pt; display: none">




<!-- v.121908 -->
</BODY>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
